SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 29, 1996
----------------
FISCHER-WATT GOLD COMPANY, INC.
-----------------------------------------------------------------------
(Exact name of registrant as specified in charter)
NEVADA 0-17386 88-0227654
- -----------------------------------------------------------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) file number) Identification No.)
1621 North 3rd Street, Suite. 1000 Coeur d'Alene, Idaho 83814
- -----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 208-664-6757
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<PAGE>
Item 2. Acquisition or Disposition of Assets.
- ------ -------------------------------------
On January 29, 1996 Fischer-Watt Gold Company, Inc., ("FWG"), acquired Great
Basin Management Co., Inc., ("GBM"), through the merger of a subsidiary of the
Company, GBM Acquisition Corp., with GBM. This significant acquisition results
in FWG owning 100 percent of the business and assets of GBM (and its
wholly-owned subsidiary, Great Basin Exploration and Mining Co., Inc.) which
will continue to operate as a wholly-owned subsidiary of FWG. GBM, holds leases
on several mineral properties in the Battle Mountain-Eureka Trend in Nevada as
well as additional exploration properties in Nevada and California. Dr. Anthony
P. Taylor was the largest shareholder, President and a Director of GBM. He is
also a Director of FWG. His potential conflict of interest was taken into
consideration by FWG's board of directors and the merger was approved in good
faith by a vote sufficient for the purpose without counting Dr. Taylor's vote.
Pursuant to the terms of the merger, FWG issued 4,125,660 shares to the
shareholders of GBM. The amount of consideration was not determined by reference
to any particular principle, but rather was determined solely as the result of
extensive arm's-length negotiations.
Following the merger, Dr. Taylor was appointed Vice President, Exploration of
FWG. Effective September 16, 1996, Dr. Taylor resigned as Vice President,
Exploration and is from time to time engaged by FWG as a consultant.
Item 7. Financial Statements and Exhibits.
- ------- ----------------------------------
(a) Financial Statements of Business Acquired
-----------------------------------------
(1) Attached hereto as Exhibit 4 are the Great Basin Exploration
and Mining Co.,Inc. Balance Sheets as of June 30, 1995 and
1994 and related Statement of Operations and Statement of
Changes in Stockholder's Equity (Deficit) for the two year
period ended June 30, 1995 and the Independent Auditor's
Report.
(b) Pro Forma Financial Information.
-------------------------------
(1) Fischer-Watt Gold Company, Inc. Pro Forma Condensed
Consolidated Balance Sheet (unaudited) January 31, 1996. See
page 4.
(2) Fischer-Watt Gold Company, Inc. Pro Forma Condensed
Consolidated Statement of Operations (unaudited) for the
year ended January 31, 1996. See page 5.
(3) Notes to Pro Forma Condensed Consolidated Financial
Statements (unaudited). See page 6.
2
<PAGE>
(c) Exhibits
--------
Exhibit Item
No. 601 Code Exhibit
- ------- -------- -------
1 2 Articles of Merger Merging GBM Acquisition Corp., into
Great Basin Management Co., Inc., dated January 25,1996.
Filed as Exhibit 1.2 to Form 8-K filed February 3, 1996 and
incorporated herein by reference.
2 2 Plan of Reorganization and Agreement among Fischer-Watt Gold
Company, Inc., GBM Acquisition Corp., and Great Basin
Management Co., Inc., dated January 3, 1996. The following
Schedules and Exhibits are a part of the Plan of
organization and Agreement and will be provided to the
Commission upon request. Filed as Exhibit 2.2 to Form 8-K
filed February 3, 1996 and incorporated herein by reference.
Schedule 3.3 Purchaser's disclosure of Absence of Breach;
No Consents
Schedule 4.2 Company's disclosure of
Capitalization
Schedule 4.4 Company's disclosure of Absence of Breach; No
Consents
Exhibit 7.1(9) Letter of Employment Understanding
Exhibit 7.1(10) Investment Representation Letter
3 20 Letter to Shareholders from George Beattie, Chairman and
Chief Executive Officer dated February 3, 1996. Filed as
Exhibit 3.20 to Form 8-K filed February 3, 1996 and
incorporated herein by reference.
4 99 Great Basin Exploration and Mining Co.,Inc. Balance Sheets
as of June 30, 1995 and 1994 and related Statement of
Operations and Statement of Changes in Stockholder's Equity
(Deficit) for the two year period ended June 30, 1995 and
the Independent Auditor's Report.
3
<PAGE>
<TABLE>
<CAPTION>
Fischer-Watt Gold Company, Inc.
Pro Forma Condensed Consolidated Balance Sheets
(unaudited)
January 31, 1996
HISTORICAL PRO FORMA
------------------------- -------------------------------
FWG GBM ADJUSTMENTS COMBINED
(A)
<S> <C> <C> <C> <C>
CURRENT ASSETS:
Cash ................................. $ 263,000 $ 3,000 $ 266,000
Accounts receivable .................. 744,000 33,000 777,000
Due from related parties ............. 221,000 -- (123,000)(2) 98,000
Inventories .......................... 605,000 -- 605,000
Other current assets ................. 16,000 2,000 18,000
---------- ---------- ----------
Total current assets .......... 1,849,000 38,000 1,764,000
MINERAL ASSETS ......................... 1,570,000 199,000 1,381,000(1) 3,150,000
PROPERTY, PLANT & EQUIPMENT
Equipment ............................ 1,589,000 -- 1,589,000
Less: Accumulated
depreciation ........................ (36,000) -- (36,000)
---------- ---------- ----------
Property, plant and
equipment, net ................... 1,553,000 -- 1,553,000
OTHER ASSETS
Investments .......................... 1,234,000 -- (1,234,000)(2) --
Other ................................ 48,000 3,000 51,000
---------- ---------- ----------
Total assets: ................. $ 6,254,000 $ 240,000 $6,518,000
---------- ---------- ----------
CURRENT LIABILITIES:
Accounts payable and
accrued expenses ................... $ 1,999,000 $ 133,000 $2,132,000
Intercompany payables ............... 300,000 123,000 (123,000)(2) 300,000
Notes payable to others .............. 125,000 125,000 125,000
Notes payable to banks ............... 60,000 -- 60,000
Income payable ....................... 91,000 6,000 97,000
---------- ---------- ----------
Total liabilities: ............ $ 2,450,000 $ 387,000 $2,714,000
---------- ---------- ----------
SHAREHOLDER'S EQUITY ................... $ 3,804,000 $ (147,000) 147,000(1,2) $3,804,000
---------- ---------- ----------
Total liabilities and
shareholder's equity ................. $ 6,254,000 $ 240,000 $6,518,000
---------- ---------- ----------
</TABLE>
See notes to Pro Forma Condensed Consolidated Financial Statements (unaudited).
4
<PAGE>
<TABLE>
<CAPTION>
Fischer-Watt Gold Company, Inc.
Pro Forma Condensed Consolidated Statement of Operations
(unaudited)
January 31, 1996
HISTORICAL PRO FORMA
---------------------- ------------------------
FWG GBM ADJUSTMENTS COMBINED
(A)
REVENUES:
<S> <C> <C> <C>
SALES OF PRECIOUS METALS ........................ $ 1,378,000 $ -- $ 1,378,000
COSTS APPLICABLE TO SALES ....................... 1,478,000 -- 1,478,000
GAIN ON SALE OF MINERAL
INTERESTS ....................................... 1,528,000 -- 1,528,000
COSTS & EXPENSES:
Abandoned and impaired
mineral interests ........................... 267,000 -- 267,000
Selling, general
and administrative .......................... 323,000 323,000
Exploration ................................... 2,000 359,000 361,000
Other expense (net) ............................ 152,000 -- 152,000
---------- --------- -----------
INCOME (LOSS)FROM OPERATIONS .................... 684,000 (359,000) 325,000
---------- --------- -----------
OTHER INCOME (EXPENSE):
Gain(loss) on sale of
trading securities ........................... 206,000 -- 206,000
Interest expense, net .......................... (73,000) (73,000)
Currency exchange
gains, net .................................... 308,000 308,000
---------- --------- -----------
NET INCOME (LOSS) BEFORE TAXES .................. 1,125,000 (359,000) 766,000
TAX PROVISION ................................... (93,000) -- (93,000)
---------- --------- -----------
NET INCOME (LOSS) ............................... $ 1,032,000 $ (359,000) $ 673,000
---------- --------- -----------
EARNINGS PER SHARE .............................. $ .07 -- $ .04
WEIGHTED AVERAGE ................................ 14,838,000 -- 18,963,660
SHARES OUTSTANDING
</TABLE>
See notes to Pro Forma Condensed Consolidated Financial Statements (unaudited).
5
<PAGE>
Fischer-Watt Gold Company, Inc.
Notes to Pro Forma Condensed Consolidated Financial Statements
(unaudited)
Note A- Pro Forma Adjustments
(1) To reflect the acquisition of GBM and the allocation of the
purchase price on the basis of the fair values of the assets
acquired and liabilities assumed. The components of the purchase
price and its allocation to the assets and liabilities of GBM are
as follows:
Components of purchase price:
Value of common stock issued in lieu of a merger $1,234,000
---------
Total purchase price $1,234,000
=========
Allocation of purchase price:
Increase in mineral interests $1,381,000
Elimination of shareholder's deficit (147,000)
----------
Allocated Purchase Price $1,234,000
=========
(2) Elimination of intercompany balances:
Intercompany payables 123,000
Intercompany receivables (123,000)
Common Stock 1,234,000
Investments (1,234,000)
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 hereunto duly authorized.
Fischer-Watt Gold Company, Inc.
Dated: May 21, 1997 /s/ Michele D. Wood
------------ ------------------------
Chief Financial Officer
6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Item
No. 601 Code Exhibit Page No.
- ------- -------- ------- -------
<C> <C> <C>
1 2 Articles of Merger Merging GBM Acquisition Corp., into N/A
Great Basin Management Co., Inc., dated January 25,1996.
Filed as Exhibit 1.2 to Form 8-K filed February 3, 1996 and
incorporated herein by reference.
2 2 Plan of Reorganization and Agreement among Fischer-Watt Gold N/A
Company, Inc., GBM Acquisition Corp., and Great Basin
Management Co., Inc., dated January 3, 1996. The following
Schedules and Exhibits are a part of the Plan of
organization and Agreement and will be provided to the
Commission upon request. Filed as Exhibit 2.2 to Form 8-K
filed February 3, 1996 and incorporated herein by reference.
Schedule 3.3 Purchaser's disclosure of Absence of Breach;
No Consents
Schedule 4.2 Company's disclosure of
Capitalization
Schedule 4.4 Company's disclosure of Absence of Breach; No
Consents
Exhibit 7.1(9) Letter of Employment Understanding
Exhibit 7.1(10) Investment Representation Letter
3 20 Letter to Shareholders from George Beattie, Chairman and N/A
Chief Executive Officer dated February 3, 1996. Filed as
Exhibit 3.20 to Form 8-K filed February 3, 1996 and
incorporated herein by reference.
4 99 Great Basin Exploration and Mining Co.,Inc. Balance Sheets 8
as of June 30, 1995 and 1994 and related Statement of
Operations and Statement of Changes in Stockholder's Equity
(Deficit) for the two year period ended June 30, 1995 and
the Independent Auditor's Report.
</TABLE>
GREAT BASIN EXPLORATION & MINING CO., INC.
A Development Stage Company
Audited Financial Statements
June 30, 1995 and 1994
<PAGE>
GREAT BASIN EXPLORATION & MINING CO., INC.
A Development Stage Company
Table of Contents
June 30, 1995 and 1994
Page
- --------------------------------------------------------------------------------
Independent Auditor's Report...............................................1 - 2
Financial Statements:
Balance Sheets....................................................3 - 4
Statements of Operations..............................................5
Statements of Changes in Stockholder's Deficit........................6
Statements of Cash Flows..............................................7
Notes to Financial Statements.............................................8 - 13
Supplemental Information:
Schedule of Abandoned Properties.....................................14
Schedule of Unproven Properties......................................15
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Stockholder and Board of Directors
Great Basin Exploration & Mining Co., Inc.
Reno, Nevada
We have audited the accompanying balance sheets of Great Basin Exploration
& Mining Co., Inc. (a Nevada corporation), A Development Stage Company, (a
wholly-owned subsidiary of Great Basin Management Co., Inc., as of June 30,
1995, and of Serem Gatro Canada Inc as of June 30, 1994), as of June 30, 1995
and 1994, and the related statements of operations and cash flows for the years
ended June 30, 1995 and 1994, and for the period June 18, 1990 (Date of
Inception) through June 30, 1995, and statement of changes in stockholder's
equity (deficit) for the period June 13, 1990 (Date of Inception) to June 30,
1995. 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 financial statements referred to above present fairly,
in all material respects, the financial position of Great Basin Exploration &
Mining Co., Inc., A Development Stage Company, as of June 30, 1995 and 1994, the
results of its operations and cash flows for the years ended June 30, 1995 and
1994, and for the period June 18, 1990 (Date of Inception) through June 30,
1995, and the changes in stockholder's deficit for the period June 18, 1990
(Date of Inception) to June 30, 1995, in conformity with generally accepted
accounting principles consistently applied.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of abandoned
properties and unproven properties are presented for purposes of additional
analysis and are not a required part of the basic financial statements. Such
supplemental schedules have been subjected to the auditing procedures applied in
the examination of the basic financial statements and, in our opinion, are
fairly stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
- 1 -
<PAGE>
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As reflected in the accompanying
financial statements, revenue of $60,000 has been generated by operations and
the Company has incurred a net operating loss of $11,062,840 for the period June
18, 1990 (Date of Inception) through June 30, 1995. The Company is dependent
upon its stockholder for monies to meet its current and future operations.
Failure by the stockholder to make additional funding to the Company would
substantially impair the Company's ability to realize its investment in assets
through future successful operations. The Company is engaged in the exploration
for mineral deposits which is a highly speculative industry. Realization of the
carrying value of the assets included in the balance sheet referred to above is
dependent on the Company's successful future operations. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/
Reno, Nevada
March 1, 1996
- 2 -
<PAGE>
<TABLE>
<CAPTION>
GREAT BASIN EXPLORATION & MINING CO., INC.
A Development Stage Company
Balance Sheets
June 30, 1995 and 1994
1995 1994
- ------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents ........................ $ 1,219 $ 2,956
Accounts receivable-Mexico Gatro SA .............. -- 33,612
Accounts receivable-Brazil ....................... -- 13,006
Prepaid expenses ................................. 1,202 7,487
Advances to employees ............................ 5,395 2,104
-------- --------
Total Current Assets ......................... 7,816 59,165
-------- --------
Fixed Assets:
Unproven mineral properties ...................... 738,293 516,939
Vehicles ......................................... 77,282 156,661
Office furniture & equipment ..................... 75,774 78,529
Library .......................................... 52,908 52,908
Less: Accumulated depreciation and .............. (131,851) (152,591)
amortization
-------- --------
Net Fixed Assets ............................. 812,406 652,446
-------- --------
Other Assets:
Deposits ......................................... 4,514 6,983
Organization costs, net of amortization........... -- 777
-------- --------
Total Other Assets ........................... 4,514 7,760
-------- --------
Total Assets ................................. $ 824,736 $ 719,371
-------- --------
The attached auditor's report and notes should be read with the financial
statements.
- 3 -
<PAGE>
<CAPTION>
GREAT BASIN EXPLORATION & MINING CO., INC.
A Development Stage Company
Balance Sheets
June 30, 1995 and 1995
1995 1994
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Current Liabilities:
Note payable - Serem Gatro Canada ...................... $ 100,000 $ --
Accrued expenses ....................................... 18,245 --
Accounts payable ....................................... 12,117 37,392
Current maturities of long-term debt ................... 5,758 5,174
Fundings from stockholder - interest free .............. -- 2,598,500
Notes payable - stockholder ............................ -- 7,848,014
Accrued interest - stockholder ......................... -- 595,395
----------- -----------
Total Current Liabilities .......................... 136,120 11,084,475
----------- -----------
Long-Term Liabilities - Net of Current Maturities ............. 1,322 6,777
----------- -----------
Commitments and Contingencies ................................. -- --
----------- -----------
Stockholder's Equity (Deficit)
Capital stock, no par value, 2,500 shares authorized;
500 shares issued and outstanding in 1995 and 1994 ... 500,000 500,000
Paid-in-capital ........................................ 11,250,134 --
Deficit accumulated during the development stage ....... (11,062,840) (10,871,881)
----------- -----------
Total Stockholder's Equity (Deficit) ............... 687,294 (10,371,881)
----------- -----------
Total Liabilities and Stockholder's Equity (Deficit) $ 824,736 $ 719,371
----------- -----------
</TABLE>
The attached auditor's report and notes should be read with the financial
statements.
- 4 -
<PAGE>
<TABLE>
<CAPTION>
Great Basin Exploration & Mining Co., Inc.
A Development Stage Company
Statement of Operations
June 18, 1990
(Date of
Inception)
Year Ended Year Ended Through
June 30, June 30, June 30,
1995 1994 1995
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues:
Minerals and mineral properties ............................... $ -- $ 60,000 $ 60,000
Less: Cost of mineral properties .............................. -- 137,665 137,665
Loss on sale of mineral properties ....................... -- (77,665) (77,665)
------------ ------------ ------------
Exploration Costs and Expenses:
Abandoned property costs ...................................... 279,222 807,665 5,699,997
Drilling expenses ............................................. 14,089 263,739 907,838
Other costs and expenses ...................................... 33,570 64,449 125,326
Salaries and consulting fees .................................. 40,519 51,666 825,545
Geophysical and geochemical ................................... 1,145 48,150 607,806
Travel and other costs ........................................ 10,154 35,876 270,155
Assays ........................................................ 3,404 34,539 221,169
Road construction ............................................. 2,510 15,385 49,740
Reduction in carrying value ................................... -- (67,503) --
------------ ------------ ------------
Total Exploration Costs and Expenses ..................... 384,613 1,253,966 8,707,576
------------ ------------ ------------
General and Administrative Expenses
Interest ...................................................... 351,145 301,567 952,274
Salaries ...................................................... 190,459 206,386 1,007,997
Depreciation and amortization ................................. 50,465 60,196 211,554
Legal, accounting & professional fees ......................... 44,418 56,078 217,356
Office and equipment rent ..................................... 38,495 42,229 193,813
Insurance ..................................................... 23,771 21,392 99,850
Travel and meals expenses ..................................... 20,525 38,688 215,374
Telephone and utilities ....................................... 14,780 20,851 93,883
Employee benefits ............................................. 12,003 11,375 74,512
Payroll taxes ................................................. 10,901 14,925 106,940
Office supplies and expense ................................... 9,128 13,163 85,759
Repairs and maintenance ....................................... 3,442 8,932 34,721
Dues and publications ......................................... 3,219 3,426 42,885
Vehicle expenses .............................................. 2,085 1,401 21,536
Entertainment ................................................. 1,838 2,147 15,201
Other ......................................................... 1,810 810 9,019
Taxes and Licenses ............................................ 1,476 2,625 8,486
Pension expense ............................................... 1,361 1,517 5,743
------------ ------------ ------------
Total General and Administrative Expenses ................ 781,321 807,708 3,396,903
------------ ------------ ------------
Other (Income)
Management fee ................................................ (63) (117,507) (117,570)
Sale of assets ................................................ (27,794) -- --
Interest ...................................................... (1,723) (3,558) (28,545)
------------ ------------ ------------
Total Other (Income) ..................................... (29,580) (121,065) (173,909)
------------ ------------ ------------
Loss before extraordinary item ...................... 1,136,354 2,018,274 12,008,235
Extraordinary Item
Forgiven accrued interest on stockholder loans and advances ... (945,395) -- (945,395)
------------ ------------ ------------
Net Loss ............................................................ $ 190,959 $ 2,018,274 $ 11,062,840
------------ ------------ ------------
</TABLE>
The attached auditor's report and notes should be read with the financial
statements.
- 5 -
<PAGE>
<TABLE>
<CAPTION>
GREAT BASIN EXPLORATION & MINING CO., INC.
A Development Stage Company
Statements of Changes in Stockholder's Equity
(Deficit) For the Period June 18, 1990 (Date of
Inception) to June 30, 1995
Deficit
Accumulated Total
During Stockholder's
Capital Stock Paid-In Development Equity
Shares Amount Capital Stage (Deficit)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at June 18, 1990 0 $ -- $ -- $ -- $ --
Share issued October, 1990 1 1,000 -- -- 1,000
Stock subscription receivable 0 (1,000) -- -- (1,000)
Net loss for the period 0 -- -- (2,045,581) (2,045,581)
- --------------------------------------------------- ---------------------- ---------------------------------------------------
Balance at June 30, 1991 1 -- -- (2,045,581) (2,045,581)
Shares subscribed 500 500,000 -- -- 500,000
Stock subscription receivable cancelled 0 1,000 -- -- 1,000
Share issued October, 1990 cancelled (1) (1,000) -- -- (1,000)
Net loss for the year 0 -- -- (3,342,493) (3,342,493)
- --------------------------------------------------- ---------------------- ---------------------------------------------------
Balance at June 30, 1992 500 500,000 -- (5,388,074) (4,888,074)
Net loss for the year 0 -- -- (3,465,533) (3,465,533)
- --------------------------------------------------- ---------------------- ---------------------------------------------------
Balance at June 30, 1993 500 500,000 -- (8,853,607) (8,353,607)
Net loss for the year 0 -- -- (2,018,274) (2,018,274)
- --------------------------------------------------- ---------------------- ---------------------------------------------------
Balance at June 30, 1994 500 500,000 -- (10,871,881) (10,371,881)
Stockholder loans and advances
transferred to capital 0 -- 11,250,134 -- 11,250,134
Net loss for the year 0 -- -- (190,959) (190,959)
- --------------------------------------------------- ---------------------- ---------------------------------------------------
Balance at June 30, 1995 500$ 500,000 $11,250,134 $ (11,062,840) $ 687,294
---------------------- ---------------------------------------------------
</TABLE>
The attached auditor's report and notes should be read with the financial
statements.
- 6 -
<PAGE>
<TABLE>
<CAPTION>
GREAT BASIN EXPLORATION & MINING CO., INC.
A Development Stage Company
Statement of Cash Flows
June 18, 1990
(Date of
Inception)
Year Ended Year Ended Through
June 30, June 30, June 30,
1995 1994 1995
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net loss .................................................... $ (190,959) $ (2,018,274) $ (11,062,840)
---------- ----------- -----------
Adjustments to reconcile net income to net cash
used by operating activities
Loss on abandonment of properties ...................... 65,934 99,979 446,439
Depreciation and amortization .......................... 51,242 60,196 215,062
Write-down of property to carrying-value ............... -- (67,503) --
Loss (gain) on sale of equipment ....................... (27,794) 714 (25,688)
---------- ----------- -----------
Cash provided (used) by changes in:
Accounts payable ................................... (25,275) (171,209) 12,117
Accrued expenses ................................... (577,150) 296,099 18,247
Accounts receivable ................................ 46,618 (46,618) --
Prepaid expenses and advances ...................... 2,994 10,789 (6,597)
----------- ----------- -----------
Cash Used by Operations ........................ (654,390) (1,835,827) (10,403,260)
----------- ----------- -----------
Financing Activities:
Fundings and loans - interest free:
Additions ................................................ -- -- 6,763,500
Repayments ............................................... -- -- (4,165,000)
Contracts payable:
Additions ................................................ -- -- 100,941
Repayments ............................................... (4,871) (4,649) (93,861)
Notes payable - stockholder
Additions ................................................ 903,620 1,195,512 8,751,634
Account payable - joint venture partner ..................... -- -- --
Sales of common stock ....................................... -- -- 500,000
----------- ----------- -----------
Cash Provided by Financing Activities .......... 898,749 1,190,863 11,857,214
----------- ----------- -----------
Investment Activities:
Acquisition of property and equipment ....................... (286,815) (186,010) (1,514,085)
Disposition of equipment .................................... 38,250 156 66,641
Deposits and organization costs ............................. 2,469 13,685 (5,291)
----------- ----------- -----------
Cash Used in Investment Activities ............. (246,096) (172,169) (1,452,735)
----------- ----------- -----------
Increase (Decrease) in Cash .................................... (1,737) (817,133) 1,219
----------- ----------- -----------
Cash and Cash Equivalents, Beginning of Year, Period ........... 2,956 820,089 --
----------- ----------- -----------
Cash and Cash Equivalents, End of Year, Period ................. $ 1,219 $ 2,956 $ 1,219
----------- ----------- -----------
</TABLE>
The attached auditor's report and notes should be read with the financial
statements.
- 7 -
<PAGE>
GREAT BASIN EXPLORATION & MINING CO., INC.
A Development Stage Company
Notes to Financial Statements
For the Years Ended June 30, 1995 and
1994 and For the Period June 18, 1990 (Date of
Inception) Through June 30, 1995
- --------------------------------------------------------------------------------
1. NATURE OF ACTIVITIES AND SIGNIFICANT
ACCOUNTING POLICIES
Nature of Activities:
The Company is a wholly-owned subsidiary of Great Basin Management Co.,
Inc. The Company's operations consist principally of the exploration of
mineral reserves primarily in Nevada and surrounding western states. The
Company also conducts exploration activities in Mexico. The Company has
generated $60,000 of revenue from these operations.
Summary of Significant Accounting Policies:
o Ownership: As of May 31, 1995, all issued and outstanding shares
of Great Basin Exploration & Mining Co., Inc. (GBEM), were
purchased from Serem Gatro Canada Inc (SGC) by Great Basin
Management Co., Inc. (GBM) for one dollar ($1.00). Prior to the
sale, SGC contributed previous loans and advances totaling
$11,250,234 to the paid-in capital of GBEM.
A participation agreement among SGC, and GBEM and GBM was also
signed as of May 31, 1995. This agreement allows SGC to elect to
acquire a participation interest of up to 40% in respect to any core
property and, up to 10% in respect of any other property. Core
properties are properties GBEM has previously obtained with funds
advanced by SGC. If SGC elects to acquire a participation interest,
SGC will receive a credit for past expenditures on these core
properties up to $2,222,292.
o Mining Exploration and Development: The Company accounts for its
mining operations by use of the successful efforts method. Under
this method of accounting, exploration costs, including drilling,
geological and geophysical costs, are expensed as incurred.
Acquisition costs incurred as fee interests or leasehold
interests are capitalized. Lease bonus costs, surveying, legal,
recording and other directly related costs of acquisition are
also capitalized as acquisition costs. Capitalized acquisition
costs are charged to expense when the property is determined not
to be commercially productive. Intangible development costs are
expensed as incurred. Tangible development costs are capitalized
and amortized.
o Mining Properties: Mining Properties consist of unrecovered
acquisition costs. The Company has not commenced any development
work as of June 30, 1995. The Company capitalized costs directly
attributable to the acquisition of mineral leases. Ultimate
realization of the investment in mining properties is dependent upon
the disposition of such properties or the discovery and disposition
of mineral reserves.
o Abandonment of Unproven Properties: Unproven properties are
continually evaluated by management for possible impairment.
Management considers all relevant facts and circumstances known
about each property including the results of drilling and other
exploration activities, the likelihood that additional exploration
activities will be undertaken, the expiration time period for the
lease, the costs of holding the lease related to claim rental and
- --------------------------------------------------------------------------------
The attached auditor's report should be read with the financial statements.
- 8 -
<PAGE>
GREAT BASIN EXPLORATION & MINING CO., INC.
A Development Stage Company
Notes to Financial Statements
For the Years Ended June 30, 1995 and
1994 and For the Period June 18, 1990 (Date of
Inception) Through June 30, 1995
- --------------------------------------------------------------------------------
other claim maintenance amounts including rentals and work
commitments, and the likelihood that joint ventures with others may
be undertaken. If management determines that continuing to hold the
lease is not feasible, the capitalized land costs are charged to
abandoned properties together with the current exploration costs
associated with the property.
o Depreciation: The Company provides for depreciation of automobiles
and office furniture and equipment on a straight-line basis over the
estimated useful lives of the assets which vary from three to five
years.
o Intangibles: Intangible assets are stated at cost less applicable
amortization. Organization costs are being amortized over sixty
months on a straight-line basis.
o Provision for Reduction in Carrying Value: The Company reduces the
carrying value of assets that will result in a loss upon sale,
disposition or abandonment as soon as the net realizable value
becomes known.
o Income Taxes: Deferred income tax assets and liabilities are
computed annually for differences between the financial statements
and tax bases of assets and liabilities that will result in taxable
or deductible amounts in the future based on enacted tax laws and
rates applicable to the periods in which the differences are
expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the
amount expected to be realized. Income tax expense is the tax
payable or refundable for the period, plus or minus the change
during the period in the deferred tax assets and liabilities.
o Use of Estimates: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenues and expenses, and
the disclosure of contingent assets and liabilities. Actual results
could differ from the estimates and assumptions used.
2. UNPROVEN PROPERTIES
The Company has capitalized lease acquisition and related costs on
properties acquired but not yet proven as having commercially developable
mineral reserves of $738,293 at June 30, 1995, and $516,939 at June 30,
1994. The Company has charged to expense exploration costs on these
properties of $105,391 for the year ended June 30, 1995, and $518,712 for
the year ended June 30, 1994. During the year ended June 30, 1995, the
Company abandoned and charged to expense properties previously classified
as unproven with capitalized costs of $66,934 and $159,979 during the
year ended June 30, 1994.
3. DEPOSITS
The Company is required under various land lease and rental agreements to
provide deposits in the name of the landholder to assure reclamation of
the land. At June 30, 1995, and June 30, 1994, respectively, these
required deposits total $4,000 and $5,000, and have been invested in time
certificates of deposit in the name of the Company and the lessor.
- --------------------------------------------------------------------------------
The attached auditor's report should be read with the financial statements.
- 9 -
<PAGE>
GREAT BASIN EXPLORATION & MINING CO., INC.
A Development Stage Company
Notes to Financial Statements
For the Years Ended June 30, 1995 and
1994 and For the Period June 18, 1990 (Date of
Inception) Through June 30, 1995
- --------------------------------------------------------------------------------
The Company also has deposits totaling $514 and $1,983 for rent deposits
and State Industrial Insurance purposes at June 30, 1995, and 1994,
respectively.
4. FUNDINGS FROM STOCKHOLDER - INTEREST
FREE
The Stockholder of the Company has advanced operating funds on an
interest-free basis. The funds have been advanced at various dates and
have no fixed repayment dates. From June 18, 1990 (Date of Inception)
through May 31, 1995, interest-free fundings to the Company total
$6,763,500 and repayments of these interest-free fundings total
$4,165,000. The balance of these interest-free fundings to the Company
totals $2,598,500. As of May 31, 1995, these interest-free fundings were
contributed to paid-in-capital of the Company.
5. NOTES PAYABLE - STOCKHOLDER
The Company issued interest-bearing promissory notes to stockholders for
fundings totaling $2,840,500.The Company has received additional fundings
from stockholders totaling $5,911,134. The Company did not issue
promissory notes on these additional fundings. Management of the Company
believed that these fundings were subject to the same terms, conditions,
and interest rates as the previous fundings evidenced by the promissory
notes and has accrued interest expense on these additional fundings.
As of May 31, 1995, Serem Gatro Canada Inc received promissory notes from
the Company for fundings not evidenced by promissory notes, as well as
new promissory notes for the original promissory notes. Also, as of May
31, 1995, the total amount of past fundings evidenced by the original and
new promissory notes, minus $100,000 which was treated as "Bridge
Financing" and required to be repaid by not later than September 30,
1995, was transferred to paid-in-capital of the Company. All promissory
notes except for the "Bridge Financing" were canceled as of May 31, 1995.
For the years ended June 30, 1995 and 1994, the Company recorded interest
expense of $350,000 and $300,000 on the notes and fundings the Company
believed subject to the terms, conditions and interest rates of the
original promissory notes. The Company did not accrue interest expense on
the fundings which have been treated as interest-free in prior years. No
interest was paid on these notes and fundings during the years ended June
30, 1995 and 1994.
As of May 31, 1995, Serem Gatro Canada Inc forgave the interest on these
notes and fundings. The Company treated this forgiveness as an
extraordinary item in the financial statements at June 30, 1995.
6. LONG-TERM DEBT
Note payable to a bank is due in monthly installments of $517 including
interest at 10.75%, collateralized by a vehicle.
- --------------------------------------------------------------------------------
The attached auditor's report should be read with the financial statements.
- 10 -
<PAGE>
GREAT BASIN EXPLORATION & MINING CO., INC.
A Development Stage Company
Notes to Financial Statements
For the Years Ended June 30, 1995 and
1994 and For the Period June 18, 1990 (Date of
Inception) Through June 30, 1995
- --------------------------------------------------------------------------------
1995 1994
---- ----
Total vehicle
installment note $ 7,080 $ 11,951
Less: current
maturities ( 5,758) ( 5,174)
------- --------
$ 1,322 $ 6,777
======= =========
The maturity of the debt is:
1996 5,758
1997 1,322
--------
$ 7,080
7. RETIREMENT PLAN
On November 1, 1990, the Company established a qualified deferred
compensation plan in accordance with Section 401(k) of the Internal
Revenue Code. Under terms of the plan, an eligible employee can elect to
defer from 1% to 15% of his or her compensation into the retirement plan.
The Company will make a discretionary contribution to the plan which will
be determined each year. The total of all contributions is subject to
certain limits imposed by the Internal Revenue Service. Eligible
employees are all employees except employees covered by a collective
bargaining agreement in which retirement benefits were the subject of
good faith bargaining between the bargaining unit and the Company. The
Company does not currently participate in any collective bargaining
agreement. The Company made no contributions to the plan for the years
ended June 30, 1995 and 1994.
8. ABANDONMENT OF PROPERTIES
The Company abandoned properties and charged to expense $279,222 and
$807,665 in the years ended June 30, 1995 and 1994, respectively.
Included in abandoned properties in the years ended June 30, 1995 and
1994 are:
1995 1994
---- ----
Acquisition costs $ 28,635 $ 200,232
Prior year
acquisition costs 65,934 22,314
Exploration costs 184,653 585,118
---------- ----------
$ 279,222 $ 807,665
========= =========
9. OPERATING LEASES
The Company leases office space on a month-to-month basis. The monthly
rent payments total $2,719. Under the prior lease agreement, the Company
is also required to reimburse the landlord for its prorata share of any
increases in real property taxes and the repair, maintenance and
operating expenses of the common area.
- --------------------------------------------------------------------------------
The attached auditor's report should be read with the financial statements.
- 11 -
<PAGE>
GREAT BASIN EXPLORATION & MINING CO., INC.
A Development Stage Company
Notes to Financial Statements
For the Years Ended June 30, 1995 and
1994 and For the Period June 18, 1990 (Date of
Inception) Through June 30, 1995
- --------------------------------------------------------------------------------
10. DEFERRED INCOME TAXES
Effective July 1, 1993, the Company adopted the provisions of Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes"
(SFAS 109). SFAS 109 requires that deferred income taxes reflect the tax
consequences on future years of differences between the tax basis of
assets and liabilities and their financial reporting amounts. The
statement generally allows the recognition of deferred tax assets related
to the anticipated benefit of net operating loss ("NOL") carryforwards,
subject to certain valuation allowance adjustments.
As of June 30, 1995, the Company had a net operating loss ("NOL")
carryforward for federal income tax purposes of approximately $10,815,000
that may be used in future years to offset taxable income. Utilization of
the Company's NOL carryforward is subject to annual limitations due to
certain stock ownership changes that have occurred or may occur. To the
extent not utilized, the NOL carryforward will begin to expire in 2005.
A valuation allowance is required by SFAS 109 if, based on the weight of
available evidence, it is more likely than not some portion or all of the
deferred tax assets will not be realized. Management concluded that a
valuation allowance was appropriate at June 30, 1995 and 1994, due to the
inability of the Company to generate significant revenue or profits and
the stock ownership changes that have occurred or may occur. Based on
available evidence, management concluded that the valuation allowance at
June 30, 1995 and 1994, should equal the total of the net deferred tax
assets and liabilities.
The components of deferred tax assets and
liabilities pursuant to SFAS No. 109 are:
Deferred tax assets
Net operating losses $3,677,000 $3,415,000
Depreciation 10,000 5,000
Exploration costs 72,000 96,000
---------- ----------
3,759,000 3,516,000
Deferred tax liabilities
Amortization of
exploration costs 53,000 35,000
Valuation allowance (3,706,000) (3,481,000)
Net deferred tax asset $ -0- $ -0-
========= =========
11. COMMITMENTS AND CONTINGENCIES
Going Concern
As shown in the accompanying financial statements, the Company has
incurred a net operating loss of $11,062,840 for the period June 18,
1990, (Date of Inception) through June 30, 1995, and as of that date, the
Company's current liabilities exceeded its current assets by $128,304.
- --------------------------------------------------------------------------------
The attached auditor's report should be read with the financial statements.
- 12 -
<PAGE>
GREAT BASIN EXPLORATION & MINING CO., INC.
A Development Stage Company
Notes to Financial Statements
For the Years Ended June 30, 1995 and
1994 and For the Period June 18, 1990 (Date of
Inception) Through June 30, 1995
- --------------------------------------------------------------------------------
Those factors, as well as uncertain future funding for the Company,
create an uncertainty about the Company's ability to continue as a going
concern. The Company's continued existence depends on the willingness and
ability of its stockholder to make additional fundings as they are
required to the Company.
Great Basin Management Co., Inc., the parent company, merged with
Fischer-Watt Gold Company, Inc., on January 30, 1996. Management of the
Company has indicated that this merger will provide a source of
additional fundings to the Company.
Litigation
The Company is involved in litigation concerning an injury to an
individual on a former property. The matter was tried in November 1994
and a defense verdict was rendered in favor of the Company. The case is
now on appeal to the Nevada Supreme Court. The attorney for the liability
carrier is hopeful that the Nevada Supreme Court will uphold the jury
verdict and the rulings of the trial judge. The corporate attorney
believes the litigation to be the insurance company's responsibility and
perceives no liability on the part of the Company. Accordingly, no
liability has been recorded in the financial statements for this
litigation. The Company is not involved in any other litigation.
Exploration
As a result of a change in mining law, the Company is subject to claim
rental fees for mining claims on federally owned lands. For the
assessment year ending September 1, 1994, and thereafter, the claim
rental fee will be paid by August 31 of the assessment year. The change
in mining law changes the timing of the payment from arrears to
paid-in-advance. Leases not maintained by the Company will not be subject
to the claim rental fee. Based on the number of leases the Company
currently holds or is currently maintaining, the potential liability for
claim rental fees is $142,800 for the year ending June 30, 1995, and
$71,400 thereafter.
The Company's property holdings require certain work commitments to be
performed to satisfy holding requirements of the leases. In addition,
minimum lease and/or claim rental payments must be made to satisfy the
conditions of the leases. If the Company does not desire to continue to
hold the lease, the Company may forfeit the property under the conditions
of the lease by timely and proper notification to the lessor.
The Company is subject to federal, state and local environmental laws and
regulations. These may result in obligations to remove or mitigate the
effects on the environment of the exploration activities of the Company.
Management has determined that no provision for estimated liability for
any cleanup is required in the financial statements.
12. SUBSEQUENT EVENTS
On January 3, 1996, Fischer-Watt Gold Company, Inc. (FWG) made an offer
to the stockholders of Great Basin Management Co., Inc. (GBM), a Nevada
corporation, the owner of the GBEM, to approve the merger of GBM
Acquisition Corp., a Nevada corporation, a newly-formed, wholly-owned
subsidiary of Fischer-Watt Gold Company, Inc., a Nevada corporation
(FWG).
- --------------------------------------------------------------------------------
The attached auditor's report should be read with the financial statements.
- 13 -
<PAGE>
GREAT BASIN EXPLORATION & MINING CO., INC.
A Development Stage Company
Notes to Financial Statements
For the Years Ended June 30, 1995 and
1994 and For the Period June 18, 1990 (Date of
Inception) Through June 30, 1995
- --------------------------------------------------------------------------------
As a result of the Merger, GBM will become a wholly-owned subsidiary of
FWG. Upon the effectiveness of the Merger, each issued and outstanding
share of Common Stock of GBM, no par value, will be converted into 3,102
shares of FWG Common Stock. An aggregate of 4,125,660 shares of FWG
Common Stock will be issued by FWG in the Merger, representing
approximately 18.3% of the issued and outstanding shares of FWG Common
Stock (approximately 14.6% on a fully-diluted basis).
Anthony P. Taylor, Ph.D., is President and a director of GBEM, President,
a director, and a stockholder of GBM and also a director of FWG.
On December 29, 1995, the closing bid and asked prices of FWG Common
Stock were $.33 and $.41, respectively. The FWG Common Stock is trade on
THE NASD OTC Bulletin Board Service.
On August 28, 1995, in anticipation of the Merger, GBM and FWG entered
into a Loan agreement in which FWG agreed to loan GBM up to $108,447 so
that GBM would be able to retain property positions held by the Company
during the period required to perform due diligence, prepare definitive
documentation and obtain necessary approvals in connection with the
Merger. Under the terms of the loan agreement, as amended, the loan
amount and accrued interest thereon (at 11.75% per annum) is due and
payable February 1, 1996. As collateral security for the loan, GBM has
pledged all of the issued and outstanding shares of stock of the Company.
- 14 -
<PAGE>
Supplemental Information
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
GREAT BASIN EXPLORATION & MINING CO., INC.
A Development Stage Company
SCHEDULE OF ABANDONED PROPERTIES
Year Ended Year Ended June 18, 1990 (Date of Inception)
June 30, 1995 June 30, 1994 Through June 30, 1995
------------------------------------------------------------------------------------------------------------------
Prior Year
Acquistion Exploration Prior Year Acquistion Exploration Prior Year Acquistion Exploration Acquisition
Property Costs Costs Acquisition Costs Costs Costs Acquisition Costs Costs Costs Costs
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Happy Creek $ 19,832 $ 6,831 $ -- $ 6,922 $ -- $ 688 $ 54,395 $ 19,797 $ 688
Bonanza Syndicate 5,012 43,624 65,934 5,012 43,624 65,934
Pan 3,000 178 3,000 178 --
Nevada Regional 791 130,591 3,512 204,856 57,338 507,898 14,815
AZ/NM Copper 42,236 84,600 -- 42,236 84,600 --
Apache 27,762 32,228 27,762 32,228 --
Oro Grande 27,476 28,520 34,991 28,965 --
Santa Lucia 24,808 8,645 24,808 8,645 --
Taylor Canyon 23,169 58,902 41,901 76,384 --
Mesquite/Dos Homb. 11,400 46,526 48,466 79,597
Hachita 11,044 23,683 11,044 23,683 --
Raglan 8,349 8,399 36,948 87,536 10,842
Baja Recon 7,741 27,704 7,741 27,704 --
San Simon 5,597 3,043 52,809 167,050 --
Big Maria 108 248 107 486
Bonacita 80 5,435 80 5,435 --
Mule Mountain 28 28 107 2,120
Paymaster 167,707 181,367 --
Limerick Canyon 119,902 176,958 35,400
Nome 90,383 87,178 --
Silver King 51,321 52,240 118,315 29,420
Profile Peak J. V. 51,751 593,994 --
Plomosa 50,961 115,670 38,524
San Francisco 50,778 153,120 --
Wah-Wah 42,215 50,779 --
Fireball Ridge 1,291 40,539 46,739 --
Bean 37,982 86,781 --
Habakuk 35,791 33,529 28,611
Freeman Springs 3,563 26,823 93,379 12,374
Cold Water Canyon 25,206 46,342 --
Cirac 23,334 43,601 --
Cam 23,331 17,160 --
Promise 20,456 51,692 --
Hot 20,002 53,323 --
Eden 19,525 52,038 --
South Cove 655 17,725 30,875 --
Golden Sage 16,900 275 --
Picacho 16,851 59,302 --
Shauntie Hills 12,805 39,923 --
Big Red 12,502 53,178 --
Baja Recon. 12,171 93,227 --
Vinsale 11,804 19,351 --
New Mexico Gold 10,000 -- --
Silver Lining 342 9,749 3,196 --
Ripsey 8,360 3,723 --
Mojave Regional 5,869 25,321 59,664
AZ/NM Copper 4,772 23,368 --
Antler Peak 3,024 -- --
Utah Regional 1,155 35,310 --
- 15 -
<PAGE>
<CAPTION>
Year Ended Year Ended June 18, 1990 (Date of Inception)
June 30, 1995 June 30, 1994 Through June 30, 1995
------------------------------------------------------------------------------------------------------------------
Prior Year
Acquistion Exploration Prior Year Acquistion Exploration Prior Year Acquistion Exploration Acquisition
Property Costs Costs Acquisition Costs Costs Costs Acquisition Costs Costs Costs Costs
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Arrowhead 2,750 926 87,074 34,452
Tonkin Springs 680 29,436 --
Cripple Creek 480 11,401 --
Apache Chief 114 -- 7,700
Chuckwallas 108 -- --
North Butte 15,092 -- 15,092 --
Honduras 10,076 -- 10,076 --
Brazil 9,107 -- 9,107 --
Three Buttes 4,906 -- 4,906 --
Santa Lucia 3,429 21,626 -- 3,429 21,626
Alaska Regional -- 6,019 --
Bonancita -- 4,699 --
Discovery Creek -- 107 1,000
Star-Crown -- 3,531 --
Cuddy Mountain -- 28,232 --
Chuckwallas -- 425 --
- ------------------------------------------------------------------------------------------------------------------------------------
$ 28,635$ 184,653 $ 65,934 $200,232 $585,118 $22,314 $1,491,788 $ 3,764,955 $ 443,253
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The attached auditor's report should be read with this schedule.
- 16 -
<PAGE>
<TABLE>
<CAPTION>
GREAT BASIN EXPLORATION & MINING CO., INC.
A Development Stage Company
SCHEDULE OF UNPROVEN PROPERTIES
Year Ended Year Ended June 18, 1990 (Date of Inception)
June 30, 1995 June 30, 1994 Through June 30, 1995
------------------------------------------------------------------------------------------------------------------
Prior Year
Acquistion Exploration Prior Year Acquistion Exploration Prior Year Acquistion Exploration Acquisition
Property Costs Costs Acquistion Costs Costs Costs Acquistion Costs Costs Costs Costs
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Afgan $ 92,596 $ 25,956 $ -- $ 54,915 $264,689 $ -- $ 206,704 $ 393,378$ --
Red Canyon 54,530 23,163 68,870 97,750 140,529 245,813 --
Mill Creek 36,644 1,917 33,078 8,623 131,366 73,238 --
Tempo 36,469 28,571 36,469 28,571 --
Coal Canyon 29,419 5,155 47,772 109,869 165,685 445,341 --
Kobeh Valley 22,224 2,901 18,945 633 42,134 7,583 --
Lode Star 15,406 17,728 15,406 17,728 --
Three Buttes 10,162 4,906 (137,665) 137,665 208,265 (137,665)
Bonanza Syndicate (65,934) 32,241 65,934 154,311 (65,934)
Mesquite 79,599 234,637 (79,599)
Mojave Regional 59,664 44,433 (59,664)
Plomosa 38,524 1,538 (38,524)
Limerick Canyon 35,400 557 (35,400)
Arrowhead 34,452 10,121 (34,452)
Silver KIng 29,420 262 (29,420)
Habakuk 28,611 100 (28,611)
Santa Lucia (21,626) 21,626 8,244 (21,626)
Nevada Regional 14,815 31,483 (14,815)
Freeman Springs 12,374 13,035 (12,374)
Raglan 10,842 91 (10,842)
Apache Chief 7,700 -- (7,700)
Mule Mountain 2,120 -- (2,120)
Discovery Creek 1,000 41,803 (1,000)
Happy Creek (688) 688 143,481 (688)
Big Maria 486 -- (486)
Nine Mile Wash -- 15,231 --
Picacho Wash -- 3,986 --
Taylor Canyon -- 3,147 --
Fireball Ridge -- 4,528 --
- ------------------------------------------------------------------------------------------------------------------------------------
$287,288 $105,391 ($65,934) $233,742 $518,712 ($159,979) $1,319,213 $2,130,906 ($580,920)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The attached auditor's report should be read with the schedule.
- 16 -
