UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT
OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1995 S.I.C. Code 1041
Commission file number 33-16653 - A
Golden Ore, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 62-1320206
State or jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
17 Hill Street, London, England W1X 7FB
(Address of principal executive officers and zip codes)
011-44-171-595-6669
(Registrants telephone number, including area code)
Securities Registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Securities registered pursuant to Section 12(g) of the Act:
20,505,845 Shares @$.0001 per share.
(Title of class)
Yes [x] No [ ] Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 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.
Yes [x] No [ ] Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (229.405) of this chapter) is
not contained herein, and will not be contained, to the best of the
Registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K.
State the aggregate market value of the voting stock held by
non-affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which the stock was sold, or the
average bid and asked prices of such stock, as of a specified date within
60 days prior to the date of filing. (See definitions of affiliate in
Rule 405, 17 CFR 230,405).
Aggregate market value of voting stock held by non-affiliates: $4,884,692.25
<PAGE>
TABLE OF CONTENTS FOR 10K
<TABLE>
<S> <C>
TITLE PAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
DOCUMENT TABLE OF CONTENTS . . . . . . . . . . . . . . . . . . . .2
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Item 1. Business . . . . . . . . . . . . . . . . . . . . .3
Item 2. Properties . . . . . . . . . . . . . . . . . . . .4
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . .5
Item 4. Submission Matters to a Vote of Security Holders .6
PART II
Item 5. Market for the Registrant's Common Equity. . . . .7
Item 6. Selected Financial Data. . . . . . . . . . . . . .8
Item 7. Management's Discussion and Analysis . . . . . . .9
Item 8. Financial Statements and Supplementary Data. . . 10
Cons. Balance Sheets . . . . . . . . . . . . . . . 16
Cons. Income Statements. . . . . . . . . . . . . . 17
Cons. Statements of Stockholders' Equity . . . . . 18
Cons. Statements of Cash Flows . . . . . . . . . . 19
Notes to Financial Statements. . . . . . . . . . . 20
Item 9. Changes in and Disagreement with Accountants on
Accounting and Financial Disclosure. . . . . . . 10
PART III
Item 10. Directors & Executive Officers of the
Registrant. . . . . . . . . . . . . . . . . . . 11
Item 11. Executive Compensation. . . . . . . . . . . . . 13
Item 12. Security Ownership of Certain Beneficial Owners 13
Item 13. Certain Relationships and Related Transactions. 13
PART IV
Item 14. Exhibits, Financial Statement Schedules, Form 8-K
Exhibits . . . . . . . . . . . . . . . . . . . . . 26
Material Contracts . . . . . . . . . . . . . . . . 27
Schedules. . . . . . . . . . . . . . . . . . . . . 38
Signatures . . . . . . . . . . . . . . . . . . . . 25
</TABLE>
<PAGE>
PART I
ITEM 1. BUSINESS:
Golden Ore Inc. (the "Company") is engaged in the exploration,
development, operation and/or ownership of gold mining properties located in
Bolivia and Tanzania. Golden Ore, Inc. (formerly Airborne Records, Inc.)
was incorporated in the state of Delaware on April 7, 1987, but was inactive
from approximately 1991 until March 1995.
Pursuant to the Share Exchange Agreement dated February 24, 1995 (the
"Share Exchange Agreement"), between and among, Golden Ore, Inc. (formerly
Airborne Records, Inc.), First International Resources, Ltd. ("FIR") and
Francis J. Joslin (a copy of which previously has been filed with the
Commission as an exhibit to the Company's Current Report on Form 8-K dated
as of February 23, 1995), the Company previously issued to Surfleet Ltd.
(FIR's nominee), a company organized under the laws of the British Virgin
Islands ("Surfleet"), in March 1995 483,844 shares (or approximately 60.48%)
of the Company's common stock, par value $.0001 per share (the "Common
Stock").
Pursuant to the transactions contemplated by the Share Exchange Agreement,
the Company has issued 2,361,560 shares of the Company's Common Stock to
various non-U.S. persons. Of such shares, 1,515,726 shares were issued in
the name of Jedburgh Investment, Ltd. ("Jedburgh"), an entity organized in
the British Virgin Islands which holds such shares on behalf of various
non-U.S. persons. To the best knowledge of the Company, none of the
beneficial owners of such shares issued in the name of Jedburgh own 5% or
more of the Company's issued and outstanding capital stock and none of such
beneficial owner voting and/or dispositive power with respect to such
outstanding and issued stock.
As consideration of the foregoing issuance of shares of the Company's
Common Stock, shares representing all the outstanding capital stock of FIR
have been transferred to, and registered in the name of, the Company.
At the time that FIR became a wholly owned subsidiary of the Company, FIR
owned two mining concessions in Bolivia, and one mining concession in Tanzania.
See "Item 2. Properties." These mining concessions are in the exploration/
development stage and do not presently (and may never) constitute fully
developed commercial mining operations.
On November 5, 1995, the Company exercised an option previously entered
into with Austan Minerals Limited, a company incorporated under the laws of
the United Republic of Tanzania ("Austan"), and acquired exploration rights
in a number of Tanzanian properties for a consideration of $1,015,000. As
of December 31, 1995 the full amount of the consideration had been paid.
On November 7, 1995, the Company entered into agreement with AGL Gold
Mining Limited to acquire exploration rights in a number of Tanzanian
properties for a consideration of $3,500,000. As of December 31, 1995, the
full amount of the consideration had been paid.
<PAGE>
On November 17, 1995, the Company entered into an option agreement
with Austan to acquire exploration rights to one Tanzanian property known
as South Canuck. The option fee payment of$100,000 was made upon the signing
of that agreement. The option was exercised on or about December 22, 1995
upon payment of $150,000 pursuant to that agreement.
Recent Developments
Pursuant to a Heads of Agreement dated March 22, 1996 between the Company
and Ste. Genevieve Resources Limited ("Genevieve"), a Canadian incorporated
company listed on the Toronto Stock Exchange, Genevieve acquired for the sum
of US$1,300,000 a thirty percent (30%) working equity interest in certain of
the Company's Tanzanian mining interests. The US$1,300,000 entry
consideration has been paid. Genevieve is responsible for 30% of all
ongoing exploration and development costs associated with these mining
interests, which are managed by the Company.
On March 15, 1996 the Company agreed to acquire from AGL Gold Limited a
further Tanzanian mining property known as Siga Hills payable by the issue
of 2,000,000 shares of the Company's common stock and a lump cash payment of
US$150,000 due August 24, 1996.
On March 21, 1996 the Company agreed to issue 4,851,298 shares of the
Company's common stock in full satisfaction of all its borrowings totaling
US$1,657,254 owed to Amadeus Trading Limited and US$40,700 owed to Francis
J. Joslin.
Certain Matters Relating to Mining Concessions and Licences
The validity of concessions and licenses relating to mining claims on public
lands, which constitute all of the existing rights of FIR in respect of the
Tanzanian or Bolivian projects, can be uncertain and subject to title
defects. The Company has received advice from its Tanzanian solicitors that
the agreements entered into with respect to the prospecting and mining
licenses are in good standing under Tanzanian law. With respect to Bolivia,
local counsel has advised that the various agreements entered into by the
Company are in good standing.
ITEM 2. PROPERTIES:
ORIGINAL MINING PROJECTS. Set forth below is a summary of the two
alluvial mining projects and one hard rock project in respect of which
the Company has development rights. Detailed reports on these projects have
been filed previously as exhibits to the Company's current report on Form
8-K dated March 11, 1995.
Unido - Alluvial Gold Project. This alluvial deposit is on the River
Kaka in Bolivia some 295 kms north east of La Paz. The concession is 500
hectares in size and 500 to 550 meters above sea level in a sub - tropical
climate.
Exploration to date indicates 31,520,000 cubic meters of alluvial
material of which 3,600,000 are proven, 25,000,000 probable and 2,920,000
possible. The project had begun in July, 1995 after the expenditure of US$3
million with anticipated production of 23,000 ozs of gold per annum from the
treatment of 887,000 cubic meters of mined alluvium grading 0.81 gm gold
(Au) per cubic meter. This mine is planned to start in January, 1997 and
18,000 ozs of gold are projected to be produced each year from the treatment
of 887,000 cubic meters of mined alluvium grading 0.64 gms gold (Au) per
cubic meter.
<PAGE>
Abel - Alluvial Gold Project. This project is also on the River Kaka,
across the river from the Unido project. The concession is approximately
377 hectares in size. Exploration to date indicates 792,000 cubic meters of
proven reserves and 375,600 cubic meters of probable reserves providing a
total of 1,167,000 cubic meters.
Both the Unido and Abel projects are owned by Dr. Carlos Chacon Giotia
and his Mineral Group. According to the contract with Dr. Giotia and
the Mineral Group, the Company is entitled to 77.5% of all gold produced
after incurring project capital and operating costs, and the Company is
responsible for all project management.
TANZANIA - HARD ROCK GOLD PROJECT. The company has acquired concession
rights to a very promising hard rock gold deposit. Tanzania Diamond Mines
Ltd. have done the prospecting to date and using their highly qualified
geologist the project has been brought to its present state using sampling
processes carried out by local labor. Initial results show an inferred ore
reserve potential of 3.5 million tonnes at a grade of 7 grams of gold per
tonne. An experienced drilling company will commence proving up reserves,
and the Company has budgeted to spend US$1.5 million in the next twelve
months to finalize this drilling program at an early date.
ITEM 3. LEGAL PROCEEDINGS:
The registrant is not involved in any legal proceedings.
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
On March 12, 1995 by Written Consent of the Majority Stockholder in Lieu
of a Meeting, Mr. Frank Joslin was elected to serve as Director of the
Company effective from midnight (New York time) on the last day of March,
1995.
Also on March 12, 1995 by Written Consent in Lieu of a Meeting, the
Majority Stockholder gave its consent to the taking of the action by the
Board of Directors dated March 12, 1995 to amend the Company's Certificate
of Incorporation to (i) effect a 1,000-for-1 reverse stock split
(the "Amendment") and (ii) to change the name of the Company form
Airborne Records Inc., to Golden Ore, Inc.
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANTS' COMMON EQUITY:
The Company's shares of Common Stock are traded on the Over The Counter
Market under the symbol "GOIN." The following table sets forth the range of
the average bid and asked quotations for each of the periods indicated for
the shares of Common Stock.
Bid Quotations Per Quarter
(in dollars)
<TABLE><CAPTION>
Fiscal Year 1994<F1> Hi Lo
<S> <C> <C>
First Fiscal Quarter - -
Second Fiscal Quarter - -
Third Fiscal Quarter - -
Fourth Fiscal Quarter - -
<FN>
<F1> No active trading of the Common Stock occurred in 1994.
</FN>
</TABLE>
<TABLE><CAPTION>
Fiscal Year 1995 Hi Lo
<S> <C> <C>
First Fiscal Quarter 8 3
Second Fiscal Quarter 8 1/4
Third Fiscal Quarter 1 1/2 3/4
Fourth Fiscal Quarter 1 1/8 1/32
</TABLE>
As of December 31, 1995, there were 901 Holders of record of the
Common Stock. No dividends have been declared or paid in respect of the
Common Stock during the last two fiscal years of the Corporation.
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA:
CONSOLIDATED BALANCE SHEET DATA (in
dollars)
<TABLE><CAPTION>
As of December 31,
1993 1994 1995
<S> <C> <C> <C>
Total Assets $ 0 $ 0 $ 699,015
Total Liabilities 482,000 389,565 37,291
Stockholders' (482,000) (389,565) 661,724
Equity
</TABLE>
STATEMENT OF OPERATIONS (in dollars, except for number of shares)
<TABLE><CAPTION>
Fiscal year ended December 31 1993 1994 1995
<S> <C> <C> <C>
NET Sales 0 0 0
Operating Expenses 0 0 6,370,809
Income (loss) from operations --- --- (6,370,809)
Other Income and (Expense): 0 18,490 136,350
Utilization of operating
loss carry forward --- ---
Income (loss) before
extraordinary items 0 18,4 (6,234,459)
Extraordinary item: 0 73,945
Gain on the expiration of
debt net of applicable
income taxes --- --- 253,215
NET INCOME (LOSS) 0 92,435 (5,981,244)
= ====== =========
Per share information:
Net Income (loss) before
extraordinary item 0 .06 (1.13)
Extraordinary item 0 .23 .05
Net Income (loss) per share 0 .29 (1.08)
Weighted average shares outstanding 316,156 316,156 5,513,754
</TABLE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS:
RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994
Revenue for 1995 was $0 as compared to $0 for 1994. The source of this
revenue was interest on funds raised to carry on the Company's business of
gold exploration; the Company had no business operations during 1994.
The Company expended $5,966,824 in the fiscal year ended December 31,
1995 in securing interests in mining reconnaissance and prospecting licences
in Tanzania and Bolivia and in commencing work programs thereon.
Additionally, a mining plant costing $586,883 was acquired as a prelude to
the commencement of mining the Bolivian alluvial property.
General and administrative costs were in the sum of $403,985
(1994 - $Nil); these costs were principally incurred in establishing an
administrative office in London from which the Company's operation are
conducted. This amount was offset by an extraordinary gain in the sum of
$53,215 (1994 - $73,945) from various liabilities becoming statute barred
during various times during the 1995 year.
YEAR ENDED DECEMBER 31, 1994 COMPARED TO YEAR ENDED DECEMBER 31, 1993
The Company had no business operations during the 1993 and 1994
fiscal years. In 1994 theCompany had an extraordinary gain of $73,945 (1993
- - - $Nil) and other income (relating to the utilization of operating loss
carry forward) of $18,490 (1993 - $Nil) and an income per share of Common
Stock as a result of such items of $0.29 (1993 - $Nil).
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 1995 the Company had cash and cash equivalents
of $6,641. Further substantial amounts will be required to enable the
Company to carry out its planned work programs on its Tanzanian interests.
An agreement in principle has been reached with Ste-Genevieve Resources,
Inc., a Canadian company, to raise sufficient funds to meet these
commitments; this agreement is subject to due diligence and there can be no
certainty that funds will ultimately be forthcoming from that source.
Ste-Genevieve has provided limited interim funding pending finalization of
the agreement and has taken a working interest in the Company's mining
licenses pending the determination thereof. No further funding is available
from this source until additional assay results are received over the course
of the next few months that are satisfactory to Ste-Genevieve and proposed
stock brokers. Therefore, alternative sources of funding will be needed to
be established to enable the Company to carry out its planned work programs
on its Tanzanian interests.
The Company has commitments from Randos AG and certain other sources
to provide funds to finance certain of its mining operations. A failure by
the Company to raise additional funds could have a material adverse effect
on the results of operations of the Company and its future business prospects.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SELECTED SUPPLEMENTARY DATA:
As per attached report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE:
None.
<PAGE>
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:
The executive officers and directors of the Company are as follows:
<TABLE><CAPTION>
Name Age Position
<S> <C> <C>
Francis J. Josli 52 Director, President, Treasurer, Chief
Financial Officer
John L. Beckett 56 Director
Fabio Pannuti 28 Director
</TABLE>
Francis J. Joslin
Mr. Joslin grew up in Australia after his family migrated from
England in 1949 and is now an Australian citizen and resident.
After completing his primary and secondary education, he gained
his qualification as a chartered accountant and was admitted as a Member
of the Institute of Chartered Accountants in Australia in 1971. At that
time he commenced private practice as an accountant on his own,
specializing in income tax matters, and developed the practice over the
next 12 years, at which time he began to concentrate on a variety of
commercial activities.
Since 1980, Mr. Joslin has been involved in a number of businesses,
including tin mining ventures in Queensland and substantial investment in
gold mining companies in Australia.
In 1982, he acquired one of Australia's best known horticultural
names, and after a period of restructuring, successfully listed the company
on the Australian Stock Exchange.
In 1984 he acquired a food business which trebled in size during
his ownership; this business was sold in 1992 and since then Mr. Joslin has
concentrated on resource based opportunities which have led to involvement
in the listing on the Australian Stock Exchange of two projects, the present
restructure of another public mining company structure and direct involvement
in gold mining activities in Papua New Guinea.
John L. Beckett
John Beckett was educated at the King's School, Canterbury and
Sheffield University. He has been involved in the investment sector for
a number of years, of which during the last six years he has been running
his own financial practice dealing mainly with corporate clients. Mr.
Beckett is a director of a consultancy company which provides strong links
with city institutions.
<PAGE>
Fabio Pannuti
Fabio Pannuti was educated at Murdoch University in Western Australia.
Mr. Pannuti has been involved in financial consulting for a number of years
and is currently a principal of the financial consulting firm of Benedict,
Ltd. Mr. Pannuti is a member of the board of directors of Jet Pacific, Ltd.
Effective September 11, 1995 Andrew Campbell - White has been removed as
a Director of the Company. Such removal was ratified by a written consent
of shareholders holding a majority of the Company's validly issued and
outstanding common stock. Effective November 7, 1995 Dr. R. E. Edwards
resigned as a Director of the Company due to other business commitments
in Australia. Effective August 1, 1996 John Webster resigned as a Director
of the Company due to other business commitments.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth certain information regarding
compensation paid by the Company during each of the Company's last three
fiscal years to the Company's Chief Executive Officer and to each of the
Company's executive officers.
SUMMARY COMPENSATION TABLE
Annual Compensation
<TABLE><CAPTION>
Name and Principal Other Annual
Positions Fiscal Year Salary ($) Bonus ($) Compensation ($)
<S> <C> <C> <C> <C>
Francis J. Joslin 1995 $0 $0 $0 <FN2>
Director, President 1994 0 0 0
Treasurer, Chief 1993 0 0 0
Financial Officer
John Beckett 1995 $0 $0 $0
Director 1994 0 0 0
1993 0 0 0
John Webster 1995 $50,00 $0 $0
Director 1994 0 0 0
1993 0 0 0
<FN>
<F2> The Company issued 150,000 shares of Common Stock to Mr. Joslin in
lieu of payment of cash compensation for serving as President and Chief
Financial Officer of the Company.
</FN>
</TABLE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
Francis J. Joslin is (i) the registered owner of 150,000 shares of
Common Stock and (ii) the beneficial owner of 478,642 shares of Common Stock
registered in the name of Hytan Pty Ltd., 297,764 in the name of Pyncloud
ESP and 40,670 in the name of Pyncloud P/L.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTION:
None.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT, SCHEDULES AND REPORTS ON FORM 8-K
Exhibits
Item 10. Deed of Assignment and Option dated March 22, 1996, between
and among Golden Ore, Inc., Golden Ore (Tanzania) Limited, First
International Resources, Inc., 315405 Canada, Inc., Superior Capital,
Inc. and St. Genevieve Resources Limited.
Financial Statements
Audited Financial Statement for the Fiscal Years ending December 31,
1994 and 1995.
Schedules
Item 27. Financial Data Schedule attached as Exhibit 2.
Reports on Form 8-K
Current Report on Form 8-K dated March 11, 1995.
Current Report on Form 8-K dated April 28, 1995.
Current Report on Form 8-K dated September 29, 1995.
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors and Shareholders
Golden Ore, Inc.
(Formerly Airborne Records, Inc.)
We have audited the consolidated balances sheets of Golden Ore, Inc. (A
Development Stage Company) as of December 31, 1994 and 1995, and the related
consolidated statements of operations, changes in stockholders' equity, and
cash flows for each of the three years then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above,
present fairly, in all material respects, the financial position of Golden
Ore, Inc. (A Development Stage Company) as of December 31, 1994 and 1995,
and the results of its operations and cash flows for each of the three years
then ended, in conformity with generally accepted accounting principles.
Winter, Scheifley & Associates, P.C.
Certified Public Accountants
Englewood, Colorado
April 11, 1996
<PAGE>
GOLDEN ORE, INC.
(FORMERLY AIRBORNE RECORDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
<TABLE><CAPTION>
December 31, December 31,
1994 1995
<S> <C> <C>
Assets
Current assets:
Cash $ - $ 6,641
Property and equipment:
Equipment - 586,883
Other assets:
Deposits - 104,291
Other assets - 1,200
Total assets $ - $ 699,015
Liabilities and Stockholders' Equity
Current Liabilities:
Note payable - bank $ 20,237 $ -
Notes payable - other 30,000 -
Accounts payable 159,679 37,291
Due to shareholders 179,649 -
Total current liabilities 389,565 37,291
Commitments and contingencies
Stockholders' equity
Common stock, $.0001 par value,
50,000,000 shares authorized,
316,156 and 20,505,845 shares
issued and outstanding 32 2,051
Additional paid in capital 1,860,527 8,891,041
Accumulated deficit (2,250,124) (8,231,368)
(389,565) 661,724
$ - $ 699,015
</TABLE>
See accompanying notes to financial statements.
<PAGE>
GOLDEN ORE, INC.
(FORMERLY AIRBORNE RECORDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1994, AND 1995
<TABLE><CAPTION>
1993 1994 1995
<S> <C> <C> <C>
Operating expenses:
Development costs $ - $ - $ 5,466,192
General and administrative - - 904,617
- - 6,370,809
Income (loss) before income taxes
and extraordinary item - - (6,370,809)
Income tax benefit (provision) - 18,490 136,350
Income (loss) before extraordinary
item - 18,490 (6,234,459)
Extraordinary item:
Gain on the expiration of debt
net of applicable income taxes
of $-, $18,490, and $136,350 - 73,945 253,215
Net income (loss) $ - $ 92,435 $(5,981,244)
Per share information:
Net income (loss) before
extraordinary item $ .00 $ .06 $ (1.13)
Extraordinary item .00 .23 .05
Net income (loss) per share $ .00 $ .29 $ (1.08)
Weighted average shares
outstanding 316,156 316,156 5,513,754
</TABLE>
See accompanying notes to financial statements.
<PAGE>
GOLDEN ORE, INC.
(FORMERLY AIRBORNE RECORDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1993, 1994, AND 1995
<TABLE><CAPTION>
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit
<S> <C> <C> <C> <C>
Balance, December 31, 1992 316,156 $32 $1,860,527 $(2,342,559)
Net income for the year -
Balance, December 31, 1993 316,156 32 1,860,527 (2,342,559)
Net income for the year 92,435
Balance December 31, 1994 316,156 32 1,860,527 (2,250,124)
Issuance of common shares
for the acquisition of
a subsidiary 2,845,404 285
Issuance of common shares
for services 795,000 80 333,670
Issuance of common shares
for mining interests 16,549,285 1,654 6,656,144
Capital contribution by
shareholder 40,700
Net loss for the year (5,981,244)
Balance December 31, 1995 20,505,845 $2,051 $8,891,041 $(8,231,368)
</TABLE>
See accompanying notes to financial statements.
<PAGE>
GOLDEN ORE, INC.
(FORMERLY AIRBORNE RECORDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1994, AND 1995
<TABLE><CAPTION>
1993 1994 1995
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ - $ 92,435 $(5,981,244)
Adjustments to reconcile net income
(loss) to net cash from operations:
Gain on debt settlements - (92,435) (389,565)
Common shares issued for mining
rights, equipment and costs - - 6,057,798
Equipment deposits made by third parties - - (104,291)
Shareholder Contribution to Capital - - (40,700)
Common shares issued for services - - 333,750
Common shares issued for acquisition
of subsidiary - - 285
Changes in assets and liabilities:
(Increase) in other assets - - (1,200)
Increase in accounts payable - - 37,291
Total adjustments - (92,435) 5,974,768
Net cash provided by
operating activities - - 6,476
Cash flows from investing activities:
Acquisition of equipment - - (586,883)
Net cash (used in)
investing activities - - (586,883)
Cash flows from financing activities:
Common shares issued for cash - - 600,000
Net cash provided by
financing activities - - (600,000)
Increase (decrease) in cash - - 6,641
Cash and cash equivalents,
beginning of year - - -
Cash and cash equivalents,
end of year $ - $ - $ 6,641
Supplemental disclosures of cash information
Cash paid during year for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
</TABLE>
See accompanying notes to financial statements.
<PAGE>
GOLDEN ORE, INC.
(FORMERLY AIRBORNE RECORDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995
Note 1. Organization and summary of significant accounting policies.
The Company was incorporated on April 7, 1987, under the laws of the State of
Delaware to develop, finance and produce record albums, cassette tapes and
compact discs for domestic distribution and foreign licensing. The Company
had conducted its business operations in the State of Tennessee.
Substantially all business activity had been discontinued as of December 31,
1990. During March, 1995 the Company changed its name to Golden Ore, Inc. in
conjunction with the acquisition described in Note 8.
Development stage: Subsequent to December, 1990 and through February, 1995
the Company had been inactive. During March, 1995 the Company began certain
activities related to obtaining financing and the acquisition of certain
interests in mining properties. The financial statements included herein for
the year ended December 31, 1995 reflect the activities of the Company from
the inception of the development stage.
Consolidation: The accompanying consolidated financial statements include the
accounts of the Company and its wholly owned subsidiary, First International
Resources, Inc. Intercompany transactions and balances have been eliminated
in consolidation.
Cash: For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.
Earnings per share: Earnings per share amounts are based on the weighted
average number of common shares outstanding. Common stock equivalents are
not considered in this computation as their effect would be anti-dilutive.
Estimates: The preparation of the Company's financial statements requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual results
could differ from these estimates.
Equipment: Equipment is recorded at cost, and will be depreciated over the
estimated useful life of the assets commencing when the assets are placed
in service. The Company's equipment consists of equipment related to its
proposed mining operations which have not yet commenced.
<PAGE>
GOLDEN ORE, INC.
(FORMERLY AIRBORNE RECORDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Continued)
Exploration and development costs: General acquisition costs are expenses
as incurred while exploration costs related to projects are deferred until
the properties are put into commercial production, sold or abandoned. Mine
development costs incurred either to develop new ore deposit, expand the
capacity of operating mines or to develop mine areas substantial in advance
of current production are also deferred. Costs incurred to maintain current
production or to maintain properties on a standby basis are charged to
operations. Costs of abandoned projects are charged to operations upon
abandonment.
The Company periodically evaluates the carrying value of capitalized mining
costs and related property and equipment costs to determine if these costs are
equal to or in excess of their net realizable value. Net realizable value
is defined as the estimated sales price in the ordinary course of business
less reasonably predictable costs of completion and disposal. If such
periodic evaluation indicates an impairment has incurred, write downs are
made to the carrying value of capitalized mining costs and related property
and equipment to the net realizable value.
Property reclamation costs: The estimated reclamation costs associated with
mineral properties are accrued and charged to operations over the expected
life of each property using the units of production method. Ongoing
environmental and reclamation expenditures are either charged against the
reclamation reserve related to each property, or expensed as incurred if
unrelated to an ore reserve.
Impact of recently issued accounting standards: In March, 1995 the Financial
Accounting Standards Board issued a statement entitled "Accounting for
Impairment of Long-Lived Assets" (FAS 121). The new standard is effective
for years beginning after December 15, 1995 and would effect the Company's
method of determining impairment of long-lived assets. Although the Company
has not performed a detailed analysis of the impact of this standard on its
financial statements it does not believe that it will have a material impact.
<PAGE>
GOLDEN ORE, INC.
(FORMERLY AIRBORNE RECORDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Continued)
Note 2. Settlement of liabilities
During 1990, the Company had been placed in an involuntary Chapter 11
bankruptcy proceeding. This proceeding was dismissed during 1991 without
the adoption of a plan of reorganization.
Tennessee statutes provide that in regard to written contract obligations
and open accounts executed and/or incurred in Tennessee the statute of
limitations is six years from the date of the breach of the obligation.
During the years ended December 31, 1994 and 1995 this statute became
effective on open accounts aggregating $92,435 and $389,565 respectively.
The resulting gain has been included in the accompanying statement of
operations as an extraordinary item.
Note 3. Notes payable.
Notes payable consisted of the following at December 31, 1994:
Note payable - bank
Note payable with interest at
12.5% per annum $ 20,237
Notes payable - other
Notes payable with interest at
12% per annum $ 30,000
The statute described in Note 2 applied to these notes in 1995 and they are
included as part of the extraordinary gain described in Note 2.
Note 4. Income taxes.
Deferred income taxes may arise from temporary differences resulting from
income and expense items reported for financial accounting and tax purposes
in different periods. Deferred taxes are classified as current or
non-current, depending on the classifications of the assets and liabilities
to which they relate. Deferred taxes arising from temporary differences that
are not related to an asset or liability are classified as current or
non-current depending on the periods in which the temporary differences are
expected to reverse.
<PAGE>
GOLDEN ORE, INC.
(FORMERLY AIRBORNE RECORDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Continued)
The Company currently has net operating loss carryforwards aggregating
approximately $2,250,000 which expire as follows:
Year ended: 2002 $ 14,000
2003 $1,096,000
2004 $1,107,000
2005 $ 33,000
Should it be determined that a change in the Company's ownership has
occurred the net operating loss carryforward may not be available to offset
future earnings. The Company does not expect to be able to realize these
loss carryforwards in the near future and therefore the deferred tax
asset has been fully reserved.
The operating loss for the year ended December 31, 1995 will be allocated
to foreign countries and therefore is not included in the operating loss
carryforward described above.
Note 5. Mining properties.
The Company has acquired certain concessions for gold mining properties
located in Tanzania and Bolivia. These concessions are in the
exploration/development stage and do not presently (and may never)
constitute fully developed commercial properties. The validity of these
concessions may also be uncertain.
The Company has expended $5,966,824 related to the mining properties
described above. The recoverability of these costs cannot be determined by
the Company at this time and therefore the Company has elected to expense
these costs. In addition, the Company has expended $586,883 for equipment
and $104,291 for an equipment deposit, which costs have been capitalized at
December 31, 1995.
Note 6. Common stock
During March, 1995 the Company reduced the number of its authorized common
shares to 50,000,000 and effected a one for one-thousand reverse stock
split. All share and per share amounts have been adjusted to give
retroactive effect to this split.
During March, 1995 the Company issued 2,845,404 shares of its common stock
valued at $285 ($.0001 per share) for the acquisition of the subsidiary
described in Note 7.
<PAGE>
GOLDEN ORE, INC.
(FORMERLY AIRBORNE RECORDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Continued)
During May, 1995 the Company issued 540,000 shares of common stock pursuant
to a registration statement filed on Form S-8 for services valued at
$135,000 ($.25 per share).
During October, 1995 the Company issued 255,000 shares of common stock
pursuant to a registration statement filed on Form S-8 for services valued
at $198,750 ($.50 per share).
During December, 1995 the Company issued 1,500,000 shares of its common
stock for cash aggregating $600,000 ($.40 per share).
During September and December, 1995 the Company issued 15,049,285 shares of
common stock for certain mining interests valued at $6,057,798 ($.40 per
share) (See Note 5).
During December, 1995 an officer of the Company contributed a $40,700
advance made by him to the capital of the Company.
Note 7. Acquisition of subsidiary
The Company entered into an agreement dated February 24, 1995 (the Share
Exchange Agreement) with First International Resources, a British Virgin
Islands corporation (FIRST) the Company issued 483,844 shares of its common
stock to First. Pursuant to the transactions contemplated by the Share
Exchange Agreement the Company also issued 2,361,560 shares of common stock
to certain other individuals. In exchange for these issuances of common stock
FIRST agreed to transfer to the Company all issued and outstanding capital
stock of FIRST. At the date of the transaction the assets, and liabilities,
and operations were nominal. The Company has used the purchase method of
accounting to record this transaction. The accounts of FIRST have been
consolidated with those of the Company for substantially all of 1995.
Note 8. Subsequent event
During March, 1996 the Company entered into an agreement with a Canadian
entity whereby it sold a 30% working equity interest in its Tanzanian mining
interests for $1,300,000 in cash.
<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.
GOLDEN ORE, INC.
(Registrant)
By: /s/ Francis J. Joslin
President, Chief Financial
Officer and Director
By: /s/ John L. Beckett
Director
By: /s/ Fabio Pannuti
Director
Dated: August 6, 1996
<PAGE>
Exhibit Index
1. Item 10. Deed of Assignment and Option dated March 22, 1996,
between and among Golden Ore, Inc., Golden Ore (Tanzania) Limited,
First International Resources, Inc., 315405 Canada, Inc., Superior
Capital, Inc. and St. Genevieve Resources Limited.
2. Item 27. Financial Data Schedules.
DATED 22 March 1996
(1) GOLDEN ORE, INC.
(2) GOLDEN ORE (TANZANIA) LIMITED
(3) FIRST INTERNATIONAL RESOURCES, INC.
(4) 315405 CANADA, INC.
(5) SUPERIOR CAPITAL, INC.
and
(6) ST. GENEVIEVE RESOURCES LIMITED
_____________________________________
DEED OF ASSIGNMENT AND OPTION
over certain mining interests of
Golden Ore, Inc. in
the United Republic of Tanzania
_____________________________________
Penningtons
Dashwood House
69 Old Broad Street
London EC2M 1PE
Ref: MPB/JRL/godoa598.wpf
<PAGE>
CONTENTS
- - - Parties
- - - Recitals
1. Definitions
2. The Advance and Assignments
3. Assistance to Ste-Genevieve
4. Option
5. Miscellaneous
The First Schedule - The Mineral Interests
The Second Schedule - The Installments
<PAGE>
DATED: 1996
BETWEEN:
(1) GOLDEN ORE, INC. a company incorporated in the State of Delaware in
the United States of America, SEC file no. 33-16653-A, and whose registered
office is at 640 Fifth Avenue, Fl 15, New York, N.Y. 10019, USA ("Golden
Ore");
(2) GOLDEN ORE (TANZANIA) LIMITED a company incorporated in the United
Republic of Tanzania, and whose registered office is C/ - Maajar, Rwechungura
& Kameja, 9th Floor, IPS Building, Maktaba Street, P.O. Box 7495, Dar Es
Salaam, East Africa ("GOT");
(3) FIRST INTERNATIONAL RESOURCES, INC. a company incorporated in the
British Virgin Islands, IBA no. 110468, and whose registered office is at
640 Fifth Avenue, Fl 15, New York, N.Y. 10019, USA ("FIR");
(4) 315405 CANADA, INC. a company incorporated in Canada, and whose
registered office is at 1010 Sherbrook Street West, Suite 1100, Montreal ,
Quebec, H3A 2R7, Canada ("Canada");
(5) SUPERIOR CAPITAL, INC. a company incorporated in Canada, and whose
registered address is at 1010 Sherbrook Street West, Suite 1100, Montreal,
Quebec, H3A 2R7, Canada ("Superior");
(6) ST. GENEVIEVE RESOURCES LIMITED a company incorporated in Canada, and
whose registered office is at 630 Rene-Levesque, Boulevard West, Suite 3200,
Montreal, Quebec BA1 S6, Canada ("St. Genevieve").
WHEREAS:
(A) St. Genevieve has agreed to make available the Advance to Golden Ore as
interim finance prior to the completion of the Fund Raising.
(B) The Assignors are contractually entitled to the Mineral Interests and
have agreed to vest the same in Golden Ore. The Assignors have agreed to
assign the Initial Interest to St. Genevieve in consideration of an initial
advance by St. Genevieve to Golden Ore of the sum of seven hundred thousand
US dollars (US$700,000) of which five hundred thousand US dollars
(US$500,000) has already been paid.
(C) St. Genevieve has agreed to advance further tranches of two hundred
thousand US dollars (US$200,000) in consideration of the assignment to it
of a Further Interest upon each such further instalment of two hundred
thousand US dollars (US$200,000).
<PAGE>
(D) Golden Ore is proposing (subject to the provisions of this Deed) to
sell its Mineral Interests (including the Initial Interest and the Further
Interests) to Canada provided the Fund Raising is completed in consideration
of the issue and allotment to Golden Ore of eleven million (11,000,000)
shares in Canada. Immediately thereafter Canada will amalgamate with
Superior. It is anticipated that the Amalgamation will be completed by 30
May, 1996. At that stage Canada will have a total issued share capital of
seventeen million four hundred an seventy six thousand four hundred and six
(17,476,406) shares. At the date hereof Superior has nine hundred and
seventy six thousand four hundred and six (976,406) shares in issue.
NOW THIS DEED WITNESSETH as follows:
1. Definitions
1.1 "Advance" means the sum of one million three hundred thousand US
dollars (US$1,300,000) or such greater amount as the parties shall
in writing agree;
1.2 "Amalgamation" means the amalgamation of Canada and Superior
pursuant to the laws of Canada immediately following the Fund
Raising;
1.3 "Assignors" means Golden Ore, GOT and FIR;
1.4 "Fund Raising" means the raising by Canada (with the assistance
of St. Genevieve) of funds in relation to the exploration of the
Mineral Interests of an estimated amount of ten million five
hundred thousand Canadian dollars (C$10,500,000) by the issue and
allotment of approximately five million five hundred thousand
shares (5,500,000) in Canada to be followed by the Amalgamation
and the listing of the shares of the amalgamated corporation on
the Canadian Dealing Network currently being scheduled to take
place not later than 30 June, 1996;
1.5 "Further Interest" means each further undivided participating
interest of three per cent. (3%) in the Mineral Interests assigned
or to be assigned to St. Genevieve in addition to the Initial
Interest;
1.6 "Initial Interest" means an undivided participating interest of
twenty one per cent. (21%) in the Mineral Interests.
1.7 "Mineral Interests" means the rights described in the First
Schedule.
<PAGE>
2. The Advance and Assignments
2.1 In consideration of the payment to Golden Ore of the sum of seven
hundred thousand US dollars (US$700,000), the receipt of which
Golden Ore hereby acknowledges, the Assignors (subject to the
obtaining of all necessary consents, approvals and permissions)
hereby assign and agree to assign to St. Genevieve all their
right, title and interest in and to the Initial Interest TO HOLD
the same to St. Genevieve subject to the performance and
observance by the Assignors of the terms and conditions on their
part to be performed and observed also to the option in favour of
Golden Ore set out in clause 4.
2.2 St. Genevieve agrees to remit to Golden Ore the balance of the
Advance in accordance with the installment schedule set out in
the Second Schedule.
2.3 In consideration of the payment of each of the said installments
the Assignors (subject to the obtaining of all necessary consents,
approvals and permissions) hereby agree to assign to St. Genevieve
on receipt of each installment all their right, title and interest
in and to a Further Interest TO HOLD the same to St. Genevieve
subject to the performance and observance by the Assignors of the
terms and conditions on their part to be performed and observed
and subject also to the option in favour of Golden Ore set out in
clause 4.
3. Assistance to St. Genevieve
3.1 Each of the Assignors will, as soon as conveniently possible after
being so requested by St. Genevieve, execute and do all such other
assurances, acts and things as shall be reasonably required by St.
Genevieve for vesting the Initial Interest and each further
Interest assigned in St. Genevieve.
3.2 To the extent that the Assignors are unable to vest in St.
Genevieve the full right to and benefit of the Initial Interest
and each Further Interest, then the Assignors will hold the same
in trust for St. Genevieve (to the extent permissible under
applicable laws) but subject to the option in favour of Golden
Ore referred to below.
[ 3.3 If the Amalgamation and/or the Fund Raising does not take place
and Golden Ore does not have re-assigned to it the Initial
Interest and the Further Interests then St. Genevieve shall
thereafter be responsible to and shall contribute its percentage
proportion of all capital costs and expenditures in relation to
<PAGE>
the Mineral Interests from time to time in accordance with budgets
produced pro rata to its participating interest from time to time.]
4. Option
4.1 If the Fund Raising is not completed by 30 June, 1996 (or by
such later date as Golden Ore and St. Genevieve shall in
writing agree) then Golden Ore shall for a period of ninety
(90) days thereafter have the option exercisable by notice in
writing to St. Genevieve to require St. Genevieve to
re-assign the Initial Interest and each of the Further
Interests assigned to Golden Ore (or to whom it shall direct).
4.2 Without prejudice to the provisions of clause 4.1 Golden Ore
shall have the option at any time from the date hereof but
prior to the completion of the Fund Raising exercisable by
notice in writing to St. Genevieve to require St. Genevieve
to re-assign the Initial Interest and each of the Further
Interests assigned to Golden Ore (or to whom it shall direct).
4.3 St. Genevieve shall (within thirty (30) days of receipt of
the notice from Golden Ore exercising its option under
clause 4.1 or clause 4.2) duly execute at its own cost a Deed
of Assignment of the Initial Interest and each Further
Interest assigned in favour of Golden Ore (or to whom it
shall direct) in such form as Golden Ore shall reasonably
require and deliver the same to Golden Ore against receipt
from Golden Ore of the sum equal to the aggregate of the sums
then advanced to Golden Ore hereunder by St. Genevieve.
4.4 St. Genevieve shall thereafter do such other assurances, acts
and things as shall be reasonably required by Golden Ore for
revesting such interests in Golden Ore.
4.5 Canada and Superior agree to undertake at their own cost all
reasonable steps necessary to effect the Amalgamation in a
timely manner.
5. Miscellaneous
5.1 St. Genevieve will take all reasonable steps in its power and
in a timely manner to assist the parties to this Deed to
complete successfully the Fund Raising.
5.2 Subject to the Fund Raising being completed, Canada or the
amalgamated corporation will (unless Golden Ore has completed
the
<PAGE>
exercise of its option under clause 4.2) pay to St. Genevieve
in cash a sum equal to the Advance whereupon St. Genevieve
will reassign the Initial Interest and each Further Interest
hereby assigned to it to Golden Ore for a nominal
consideration of one Canadian dollar (C$1) before exercising
any option which may be granted to it after the date hereof
by Canada to acquire an undivided participating interest in
fifty per cent. (50%) of the Mineral Interests then owned
by Canada. Golden Ore will then complete the sale to Canada
of the Mineral Interests referred to in Recital (D).
5.3 All communications between the parties with respect to this
Deed shall be delivered by hand or sent by first class post
to the address of the addressee as set out in this Deed, or
to such other address as the addressee may from time to time
have notified for the purposes of this clause, or sent by
facsimile.
5.4 Communications shall be deemed to have been received: -
5.4.1 if sent by first class post: seven (7) business days
after posting exclusive of the day of posting;
5.4.2. if delivered by hand: on the day of delivery;
5.4.3. if sent by facsimile: at the time of transmission.
5.5 St. Genevieve hereby irrevocably appoints Golden Ore as its
lawful attorney to do, sign and execute in its name and on
its behalf all things, deeds and documents required to revest
in Golden Ore the Initial Interest and the Further Interest
in the event that St. Genevieve is unable or unwilling so to
do following a valid exercise of the option granted under
clause 4 and the repayment by Golden Ore of the sums advanced
by St. Genevieve to it.
5.6 This Deed shall be binding upon all parties' successors and
assigns.
5.7 This Deed shall be governed by and construed in accordance
with the laws of England and all the parties irrevocably
agree that the English courts are to have non-exclusive
jurisdiction to settle any disputes which may arise out of
or in connection with this Deed and that accordingly any
suit, action or proceedings arising out of or in connection
with this Deed may be brought in such courts.
<PAGE>
IN WITNESS WHEREOF, this Deed has been duly executed as of the date first
before written.
<PAGE>
THE FIRST SCHEDULE
The Mineral Interests
All those rights to prospect or explore for and exploit minerals the benefit
of which is vested in the Assignors pursuant to the provisions of the
following agreements copies of which have already been produced to Canada,
Superior and St. Genevieve:
<TABLE>
Date Parties Description
<S> <C> <C>
1. 16.10.95 (1) Austan Minerals Agreement relating to
Limited ("Austan") Prospecting License 157/94
(2) Tanzanian Diamond and Reconnaissance License
Miles Limited 14/93
(3) Kilimanjaro Mines
Limited
(4) FIR
(5) Golden Ore
(6) GOT
2. .11.95 (1) Austan Option Agreement relating to
(2) Golden Ore the Prospecting License over
(3) GOT the area known as UnCanuck
for a term of six months
3. 01.11.95 (1) AGL Gold Mining Option to Purchase
Limited Agreement relating to the
(2) AGL Gold Mining various Prospecting and
(Tanzania) Limited other Licenses scheduled
(3) Golden Ore to that agreement
(4) GOT
</TABLE>
<PAGE>
THE SECOND SCHEDULE
The Instalments
<TABLE>
Date to Remit Part of Advance Further Interest Assigned
(US$)
<S> <C> <C>
22 April, 1996 200,000 3%
22 May, 1996 200,000 3%
21 June, 1996 200,000 3%
____________ ___________
TOTAL US$600,000 9%
____________ ___________
</TABLE>
<PAGE>
EXECUTED by GOLDEN ORE, )
INC. as a DEED by: )
Director
Director/Secretary
EXECUTED by GOLDEN ORE, )
(TANZANIA) LIMITED as a DEED by: - )
Director
Director/Secretary
EXECUTED by FIRST INTERNATIONAL )
RESOURCES, INC. as a DEED by: - )
Director
Director/Secretary
EXECUTED by 315405 CANADA, )
INC. as a DEED by: - )
Director
Director/Secretary
EXECUTED by SUPERIOR CAPITAL, )
INC. as a DEED by: - )
Director
Director/Secretary
EXECUTED by ST. GENEVIEVE )
RESOURCES LIMITED as a DEED by: - )
Director
Director/Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
EXHIBIT 27
This schedule contains summary financial information extracted from the
consolidated balance sheets and consolidated statements of operations found
in the company's 10-k, and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 6641
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6641
<PP&E> 586883
<DEPRECIATION> 0
<TOTAL-ASSETS> 699015
<CURRENT-LIABILITIES> 37291
<BONDS> 0
0
0
<COMMON> 2051
<OTHER-SE> 8891041
<TOTAL-LIABILITY-AND-EQUITY> 699015
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6370809
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6370809)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> (6234459)
<EXTRAORDINARY> 253215
<CHANGES> 0
<NET-INCOME> (5981244)
<EPS-PRIMARY> (1.08)
<EPS-DILUTED> (1.08)
</TABLE>
