<PAGE>
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 33-2150-LA
PANTHER RESOURCES LTD.
----------------------
(Name of Small Business Issuer in its Charter)
NEVADA 95-3932052
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(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
#211, 1111 W. Hastings Street
Vancouver, Canada V6E2J3
-------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (604) 689-5377
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
<PAGE>
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:
June 30, 1998
29,231,100
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Financial Statements of Panther Resources Ltd., a Nevada
corporation (the "Company"), required to be filed with this 10-QSB Quarterly
Report were prepared by management, and commence on the following page,
together with Related Notes. In the opinion of management, the Financial
Statements fairly present the financial condition of the Company.
<PAGE>
<TABLE>
PANTHER RESOURCES LTD.
(A Development Stage Company)
Consolidated Balance Sheets
<CAPTION>
ASSETS
June 30, March 31,
1998 1998
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 23,993 $ -
Prepaid expenses 44,763 25,983
Total Current Assets 68,756 25,983
FURNITURE AND EQUIPMENT, NET 87,532 73,665
OTHER ASSETS
Note receivable 25,000 -
Mineral properties and deferred
expenditures 3,125,351 3,024,905
Deposits - 24,717
Total Other Assets 3,150,351 3,049,622
TOTAL ASSETS $3,306,639 $3,149,270
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
Cash overdraft $ - $ 22,245
Accounts payable 213,475 238,922
Notes payable 630,573 230,700
Management fee payable 26,371 26,371
Total Current Liabilities 870,419 518,238
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS EQUITY
Preferred stock: 10,000,000
shares authorized of
$0.10 par value, 2,000,000
shares issued
and outstanding 200,000 200,000
Common stock: 100,000,000 shares
authorized of $0.001 par value,
29,231,100 and 29,161,100 shares
issued and outstanding, respectively 29,231 29,161
Additional paid-in capital 7,287,566 7,266,636
Stock subscription receivable - (254,281)
Currency translation adjustment 368,896 268,031
Deficit accumulated during the
development stage (5,449,473) (4,878,515)
Total Stockholders Equity 2,436,220 2,631,032
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $3,306,639 $3,149,270
</TABLE>
<TABLE>
PANTHER RESOURCES LTD.
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
<CAPTION>
From
Inception on
November 10,
For the Three Months Ended 1995 Through
June 30, June 30,
1998 1997 1998
<S> <C> <C> <C>
REVENUES $ - $ - $ -
EXPENSES
General and administrative 568,658 344,012 4,771,664
Depreciation 2,451 2,267 11,380
Total Expenses 571,109 346,279 4,783,044
LOSS FROM OPERATIONS (571,109) (346,279) (4,783,044)
OTHER INCOME (EXPENSE)
Write off of mineral property - - (449,048)
Bad debt expense - - (224,941)
Interest income 151 - 7,560
Total Other Income (Expense) 151 - (666,429)
NET LOSS $ (570,958) $ (346,279)$(5,449,473)
NET LOSS PER SHARE OF
COMMON STOCK $ (0.02) $ (0.02)
</TABLE>
<TABLE>
PANTHER RESOURCES LTD.
(A Development Stage Company)
Consolidated Statements of Stockholders Equity
<CAPTION>
Additional
Preferred Stock Common Stock Paid-In
Shares Amount Shares Amount Capital
<S> <C> <C> <C> <C> <C>
Balance at
November 10, 1995
(Inception) - $ - - $ - $ -
Common stock issued
for cash at
approximately $0.00
per share - - 2 - -
Currency translation
adjustment - - - - -
Net loss for the
year ended
March 31, 1996 - - - - -
Balance, March 31, 1996 - - 2 - -
Common stock issued
for cash at
approximately $0.38
per share - - 2,884,998 2,885 1,086,602
Common stock issued
for services at
approximately $0.76
per share - - 115,000 115 87,441
Currency translation
adjustment - - - - -
Net loss for the year
ended March 31, 1997 - - - - -
Balance, March 31, 1997 - $ - 3,000,000 $ 3,000 $1,174,043
Recapitalization
(Note 1) - - 12,308,990 12,309 381,753
Common stock issued
for cash at
approximately $0.36
per share - - 6,107,610 6,107 2,816,020
Common stock issued
for services at
approximately $0.36
per share - - 3,366,500 3,367 1,176,259
Issuance of warrants - - - - 17,220
Common stock issued
for debt at
approximately $0.26
per share - - 3,828,000 3,828 991,891
Common stock issued
for mineral properties
at $1.00 per share - - 550,000 550 549,450
Preferred stock issued
for services at
$0.18 per share 2,000,000 200,000 - - 160,000
Currency translation
adjustment - - - - -
Net loss for the
year ended
March 31, 1998 - - - - -
Balance, March 31,
1998 2,000,000 $ 200,000 29,161,100 $ 29,161 $7,266,636
Common stock issued
for services
(unaudited) - - 70,000 70 20,930
Receipt of stock
subscription
receivable (unaudited) - - - - -
Currency translation
adjustment
(unaudited) - - - - -
Net loss for the
three months
Ended June 30, 1998
(unaudited) - - - - -
Balance,
June 30, 1998
(unaudited) 2,000,000 $ 200,000 29,231,100 $ 29,231 $7,287,566
</TABLE>
<TABLE>
PANTHER RESOURCES LTD.
(Formerly Golden Panther Resources, Ltd.)
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity
<CAPTION>
Deficit
Accumulated
Stock Currency During the
Subscription Translation Development
Receivable Adjustment Stage
<S> <C> <C> <C>
Balance at
November 10, 1995
(Inception) $ - $ - $ -
Common stock issued
for cash at
approximately $0.00
per share - - -
Currency translation
adjustment - (1,230) -
Net loss for the
year ended
March 31, 1996 - - (157,549)
Balance, March 31, 1996 - (1,230) (157,549)
Common stock issued
for cash at
approximately $0.38
per share - - -
Common stock issued
for services at
approximately $0.76
per share - - -
Currency translation
adjustment - 8,542 -
Net loss for the year
ended March 31, 1997 - - (1,388,389)
Balance, March 31, 1997 - $ 7,312 (1,545,938)
Recapitalization
(Note 1) - - -
Common stock issued
for cash at
approximately $0.36
per share (100,000) - -
Common stock issued
for services at
approximately $0.36
per share (154,281) - -
Issuance of warrants - - -
Common stock issued
for debt at
approximately $0.26
per share - - -
Common stock issued
for mineral properties
at $1.00 per share - - -
Preferred stock issued
for services at
$0.18 per share - - -
Currency translation
adjustment - 260,719 -
Net loss for the
year ended
March 31, 1998 - - (3,332,577)
Balance, March 31,
1998 $ (254,281) $ 268,031 $(4,878,515)
Common stock issued for
services (unaudited) - - -
Receipt of stock subscription
receivable (unaudited) 254,281 - -
Currency translation adjustment
(unaudited) - 100,865 -
Net loss for the three months
Ended June 30, 1998 (unaudited) - - (570,958)
Balance, June 30, 1998
(unaudited) $ - $ 368,896 $(5,449,473)
</TABLE>
<TABLE>
PANTHER RESOURCES LTD.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
<CAPTION>
From
Inception on
November 10,
For the Three Months Ended 1995 Through
June 30, June 30,
1998 1997 1998
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (570,958) $ (346,279) $(5,449,473)
Adjustments to reconcile net
loss to net cash:
Depreciation expense 2,451 2,267 11,380
Stock issued for services 20,998 - 1,493,899
Bad debt expense - - 224,941
Write-off mineral property - - 449,048
Issuance of warrants - - 17,220
Changes in operating assets
and liabilities:
(Increase) decrease in
accounts receivable (25,000) 32,525 (238,312)
(Increase) decrease in deposits
and prepaid expenses 5,937 22,281 (123,086)
Increase (decrease) in cash
overdraft (22,245) - -
Increase (decrease) in accounts
payable (25,477) 63,497 198,172
Increase (decrease) in management
fee payable - - 26,371
Net Cash (Used) by Operating
Activities (614,294) (225,709) (3,389,840)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (13,867) (26,431) (162,881)
Purchase of mineral property and
deferred exploration costs (2,000) (719,442) (2,238,226)
Net Cash (Used) by Investing
Activities (15,867) (745,873) (2,401,107)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from common stock 254,281 489,000 4,065,895
Proceeds on notes payable 399,873 241,013 1,749,045
Net Cash Provided by
Financing Activities 654,154 730,013 5,814,940
NET INCREASE (DECREASE) IN CASH 23,993 (241,569) 23,993
CASH AT BEGINNING OF PERIOD - 241,779 -
CASH AT END OF PERIOD $ 23,993 $ 210 $ 23,993
CASH PAID FOR:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
NON-CASH FINANCING ACTIVITIES
Common stock issued for
acquisition $ - $ - $394,062
Common stock issued for debt
conversion $ - $ - $995,719
Common stock issued for mineral
properties $ - $ - $550,000
</TABLE>
PANTHER RESOURCES LTD.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 1998 and 1997
NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements have been
prepared by the Company without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and cash flows at
June 30, 1998 and for all periods presented have been made.
Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with general accepted
accounting principles have been condensed or omitted. It is suggested that
these condensed consolidated financial statements be read in conjunction with
the financial statements and notes thereto included in the Company s March 31,
1998 audited consolidated financial statements. The results of operations for
the periods ended June 30, 1998 and 1997 are not necessarily indicative of the
operating results for the full year.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
- --------------------------------------------------------------------
Plan of Operation.
- ------------------
The Company's plan of operation for the next 12 months is
to perform exploration on the La Verde property, located in the State of
Sinaloa, Mexico, as discussed in the Company's Annual Report on Form 10-KSB
for the fiscal year ended March 31, 1998, which was filed with the Securities
and Exchange Commission on July 9, 1998, and which is incorporated herein by
reference.
The La Verde property currently produces approximately 200 tons of
minerals per day, with copper being the primary product. Other minerals
produced on the La Verde property include silver, zinc and small amounts of
gold.
During the next 12 months, the Company intends to expend
approximately $3,000,000 to conduct exploration and development of the La
Verde properties and, depending on the results of such exploration and the
Company's ability to finance such operations, to develop the mineral reserves
located thereon. Depending on the availability of funding, the Company also
intends to explore for potential minable reserves on a limited number of other
properties located near the La Verde property.
Management expects that the Company's exploration activities will be
comprised of drifting to delineate ore reserves, further exploration of other
identified targets which would include induced polarization, drilling and such
other exploration activities as are needed to define the known resource. The
La Verde property has been actively mined for the past 12 years and is
currently processing approximately 200 tons of ore per day. The exploration
that the Company intends to conduct will be aimed at determining the
size and location of the multiple ore bodies on the La Verde property.
Because of its presently limited cash on hand, the Company expects
that its proposed operations for the next 12 months will have to be funded
through private placements of "unregistered" and "restricted" shares of its
common stock; alternatively, the Company may seek a joint venture partner to
pay for exploration expenses. There can be no assurance that the Company will
be able to obtain sufficient funding to conduct its proposed activities or
that, if such funding is obtained, its exploration activities will reveal
mineral deposits in sufficient amounts to warrant further mining. See the
heading "Liquidity" of this caption.
Results of Operations.
- ----------------------
During the quarterly period ended June 30, 1998, the Company
received no revenues and incurred expenses totaling $571,109. Net loss during
the period was $570,958, equaling $0.02 per share.
Liquidity.
- ----------
As of June 30, 1998, the Company had total assets of $3,306,639, of
which $23,993 consisted of cash and cash equivalents. The Company's proposed
exploration activities during the next 12 months will require the expenditure
of an estimated $3,000,000. The Purchase Agreement between the Company and
Minera Humaya S.A. de C.V, which owns the La Verde Property, provides for the
Company to receive approximately 50% of the profits produced by the La Verde
property. However, no assurance can be given that the Company's share of the
La Verde property profits will be sufficient to fund its planned operations
during the next 12 months. In such an event, management intends to raise such
additional funding as is necessary through the private placement of
"unregistered" and "restricted" shares of its common stock. However, there
can be no assurance that the Company will be able to successfully raise such
funding.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
- ----------------------------
None; not applicable.
Item 2. Changes in Securities.
- --------------------------------
On July 17, 1998, which is subsequent to the period covered by this
Report, a majority of the Company's Board of Directors voted to reduce the
exercise price of all outstanding stock options allocated to the Company's
1997 Stock Incentive Plan from $0.50 per share to $0.20 per share and to
increase the number of shares subject to such Plan from 2,000,000 shares to
2,500,000 shares. On August 3, 1998, which is also subsequent to the period
covered by this Report, the Company filed with the Securities and Exchange
Commission a Post-effective Amendment No. 1 to its Registration Statement on
Form S-8 with respect to these changes.
Item 3. Defaults Upon Senior Securities.
- ------------------------------------------
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
- --------------------------------------------------------------
None; not applicable.
Item 5. Other Information.
- ----------------------------
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
- -------------------------------------------
(a) Exhibits.
27 Financial Data Schedule.
(b) Reports on Form 8-K.
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
PANTHER RESOURCES LTD.
Date: Aug. 18/98 By /s/ Gordon J. Muir
-------------- -------------------------------------
Gordon J. Muir
CEO and Chairman of the Board
Date: Aug. 18/98 By /s/ Penny Perfect
-------------- -------------------------------------
Penny Perfect
President and Director
Date: Aug. 18/98 By /s/ Katharine Johnston
-------------- -------------------------------------
Katharine Johnston
Vice President and Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> JUN-30-1998
<CASH> 23993
<SECURITIES> 0
<RECEIVABLES> 25000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 68756
<PP&E> 3215334
<DEPRECIATION> 2451
<TOTAL-ASSETS> 3306639
<CURRENT-LIABILITIES> 840419
<BONDS> 0
0
200000
<COMMON> 29231
<OTHER-SE> 2206989
<TOTAL-LIABILITY-AND-EQUITY> 3306639
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 568658
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (570958)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (570958)
<EPS-PRIMARY> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
