SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the fiscal year ended March 31, 1999
Commission File Number: 0-6334
AURIC METALS CORPORATION
------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
NEVADA 87-0281240
- ------------------------------- --------------------
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1475 Terminal Way, Suite E
Reno, Nevada 89502
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number including Area Code: (318) 343-4448
(Not applicable)
- ---------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.
Securities Registered Pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on which Registered
------------------- -------------------------
None None
Securities Registered Pursuant to Section 12(g) of the Act:
None
------------------
(Title of Class)
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 [ ]
The aggregate market value of the Registrant's voting stock held by
non-affiliates computed with reference to the bid prices in the
over-the-counter market on July 10, 1999, was approximately $140,314.
As of July 9, 1999, the Registrant had outstanding 1,000,000 shares of
its common stock, par value $.01, including a total of 16,511 shares held in
the Registrant's treasury.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the
document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) under the Securities Act of 1933.
NONE.
- -----
<PAGE>
<Letterhead of
ANDERSEN ANDERSEN & STRONG, L.C.
- --------------------------------
Certified Public Accountants and Business Consultants
941 East 3300 South, Suite 202
Salt Lake City, Utah 84106
Telephone 801-486-0096
Fax 801-486-0098
E-mail KAndersen @msn.com>
REPORT OF INDEPENDENT ACCOUNTANTS
Shareholders and
Board of Directors
Auric Metals Corporation
We have audited the accompanying balance sheets of Auric Metals
Corporation as of March 31, 1999 and 1998, and the related statements of
income, stockholders' equity, and cash flows for the years ended March 31,
1999, 1998 and 1997. 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 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 will 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 consolidated financial position of Auric
Metals Corporation as of March 31, 1999 and 1998, and the results of its
operations and its cash flows for the years ended March 31, 1999, 1998 and
1997, in conformity with generally accepted accounting principles.
/s/ Andersen Andersen & Strong
Salt Lake City, Utah
June 24, 1999
1
A member of ACF International with affiliated offices worldwide
<PAGE>
AURIC METALS CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1999 AND 1998
1999 1998
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $ 203,489 $ 264,819
----------- -----------
Total Current Assets 203,489 264,819
----------- -----------
INVESTMENTS:
Marketable equity securities (Notes 3) 137,376 99,500
Other investments (Note 3) 129,224 129,224
----------- -----------
266,600 228,724
----------- -----------
PROPERTY AND EQUIPMENT AT COST
Equipment 5,375 1,573
----------- -----------
5,375 1,573
Accumulated depreciation ( 2,333) ( 1,494)
----------- -----------
3,042 79
----------- -----------
$ 473,131 $ 493,622
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Accrued liabilities $ 490 $ 1,028
----------- -----------
Total current liabilities 490 1,028
----------- -----------
STOCKHOLDERS' EQUITY:
Common stock, $0.01 par value;
Authorized: 25,000,000 shares
Issued: 1,000,000 shares
(including treasury stock) 10,000 10,000
Additional paid-in capital 342,847 342,847
Unrealized loss on securities
available for sale (Note 3) ( 81,577) ( 56,751)
Accumulated earnings 212,396 206,473
Common stock in treasury at cost
16,511 shares 1999, 15,511 1998 ( 11,025) ( 9,975)
----------- -----------
472,641 492,594
----------- -----------
$ 473,131 $ 493,622
=========== ===========
The accompanying notes are an integral part of these
consolidated financial statements.
F-2
<PAGE>
AURIC METALS CORPORATION AND SUBSIDIARY
STATEMENTS OF CONSOLIDATED INCOME (LOSS)
YEARS ENDED MARCH 31, 1999 AND 1998 AND 1997
1999 1998 1997
------------- ------------- ------------
REVENUES:
Oil and gas sales $ 323 $ 407 $ 492
Mineral royalty 25,000 25,000 25,000
Interest income 10,155 4,098 69
Dividends 20,000 10,000 12,600
------------- ------------- ------------
55,478 39,505 38,161
------------- ------------- ------------
EXPENSES:
Mineral exploration 284 - 3,614
Mineral claims leasing 6,467 6,639 2,900
Depreciation 839 315 314
Legal and accounting 7,100 6,299 5,978
Travel and lodging 7,638 7,875 7,124
Directors' fees 2,995 1,797 2,396
Office expense (Note 5) 15,000 9,000 12,000
General and administrative 9,232 9,557 7,442
------------- ------------- ------------
49,555 41,482 41,768
------------- ------------- ------------
OTHER INCOME
Gain on sale of securities - 214,869 -
------------- ------------- ------------
INCOME (LOSS) BEFORE INCOME TAX 5,923 212,892 ( 3,607)
Provision for taxes on income - 69,423 -
Tax benefit from loss carryover - ( 69,423) -
------------- ------------- ------------
NET INCOME (LOSS) $ 5,923 $ 212,892 $ ( 3,607)
============= ============= ============
NET INCOME (LOSS) PER
COMMON SHARE $ .01 $ .22 $ -
============= ============= ============
NET INCOME (LOSS) PER COMMON
SHARE- ASSUMING DILUTION $ .01 $ .21 $ -
============= ============= ============
Weighted average number of
shares outstanding
(excluding treasury stock) 983,697 984,489 984,489
============= ============= ============
Weighted average number of shares 983,697 984,489 984,489
Dilutive effect of options - 13,442 -
------------- ------------- ------------
Diluted average number of shares 983,697 997,931 984,489
============= ============= ============
The accompanying notes are an integral part of these consolidated
financial statements
F-3
AURIC METALS CORPORATION AND SUBSIDIARY
STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY
YEARS ENDED MARCH 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
Net
Unrealized
Gain (Loss)
On
Securities
Accumulated Available
Stock Stock Paid-in Earnings Treasury Treasury For
Shares Amount Capital (Deficit) Shares Amount Sale Total
---------- ---------- ---------- ----------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE MARCH 31, 1996 1,000,000 $ 10,000 $ 342,847 $ (2,812) 15,511 $ (9,975) $ (111,266) $ 228,794
Net loss year ended
March 31, 1997 - - - (3,607) - - - (3,607)
Net change in unrealized gain
(loss) on securities available
for sale - - - - - - 47,025 47,025
---------- ---------- ---------- ----------- ---------- ---------- ----------- -----------
BALANCE MARCH 31, 1997 1,000,000 10,000 342,847 (6,419) 15,511 (9,975) (64,241) 272,212
Net income year ended
March 31, 1998 - - - 212,892 - - - 212,892
Net change in unrealized loss on
securities available for sale - - - - - - 7,490 7,490
---------- ---------- ---------- ----------- ---------- ---------- ----------- -----------
BALANCE MARCH 31, 1998 1,000,000 10,000 342,847 206,473 15,511 (9,975) (56,751) 492,594
Net loss year ended
March 31, 1999 - - - 5,923 - - - 5,923
Purchase treasury stock - - - - 1,000 (1,050) - (1,050)
Net change in unrealized gain
(loss) on securities available
for sale - - - - - - (24,826) (24,826)
---------- ---------- ---------- ----------- ---------- ---------- ----------- -----------
BALANCE MARCH 31, 1999 1,000,000 $ 10,000 $ 342,847 $ 212,396 16,511 $ (11,025) $ (81,577) $ 472,641
========== ========== ========== =========== ========== ========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
F-4
<PAGE>
AURIC METALS CORPORATION AND SUBSIDIARY
STATEMENT OF CONSOLIDATED CASH FLOWS
YEARS ENDED MARCH 31, 1999, 1998 AND 1997
1999 1998 1997
------------- ------------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 5,923 $ 212,892 $ ( 3,607)
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation, depletion, amortization
and valuation allowance 839 314 314
Equity in partnership loss - - -
(Gain) loss on sale of investment
securities - (214,869) -
Increase (decrease) in accrued
liabilities ( 538) 379 135
------------- ------------- ------------
Total adjustments 301 ( 14,176) 449
------------- ------------- ------------
Net cash provided (used) by
operating activities 6,224 ( 1,284) ( 3,158)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of securities (62,702) - -
Proceeds for sale of investment
securities - 240,000 -
Purchase of office equipment ( 3,802) - -
------------- ------------- ------------
Net cash provided (used) by
investing activities (66,504) 240,000 -
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock ( 1,050) - -
Short-term borrowings - 5,000 13,000
Short-term loan payments - ( 5,000) (13,000)
------------- ------------- ------------
Net cash (used) by financing
activities ( 1,050) - -
------------- ------------- ------------
NET INCREASE (DECREASE) IN CASH
AND EQUIVALENTS ( 61,330) 238,716 ( 3,158)
Cash and equivalents, beginning
of period 264,819 26,103 29,261
------------- ------------- ------------
Cash and equivalents, end of period $ 203,489 $ 264,819 $ 26,103
============= ============= ============
The accompanying notes are an integral part of these consolidated
financial statements
F-5
<PAGE>
<PAGE>
AURIC METALS CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 1999, 1998 AND 1997
(1) Operations:
-----------
Auric Metals Corporation (the "Company") was incorporated in Utah in May of
1969 to engage in mineral exploration. In 1985, the Company became a Nevada
corporation by merging with a wholly-owned Nevada corporation created solely
for the purpose of changing the Company's state of domicile. In subsequent
years, the Company has also engaged in oil and gas exploration, development
and production activities. The Company holds working interests in various
patented and unpatented mining claims in the Tintic Mining District of Utah.
The Company leases mining claims near Elko, Nevada from Hillcrest Mining
Company of Denver and has subleased the claims to United States Steel
Corporation. The Company presently holds a working interest in one oil and gas
well near Oklahoma City, Oklahoma which provides nominal revenue.
(2) Significant Accounting Policies:
---------------------------------
Cash Equivalents:
- ----------------
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months to be cash
equivalents.
Principles of consolidation:
- ---------------------------
The consolidated financial statements include the accounts of Auric Minerals
Corporation. Intercompany accounts and transactions have been eliminated in
consolidation.
Investment securities
- ---------------------
Management determines the appropriate classification of investment securities
at the time they are acquired and evaluates the appropriateness of such
classification at each balance sheet date. Available-for-sale securities
consist of marketable equity securities not classified as trading securities.
Available-for-sale securities are stated at fair value, and unrealized holding
gains and losses, net of the related deferred tax effect, are reported as a
separate component of stockholders; equity.
<PAGE> F-6
AURIC METALS CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
YEARS ENDED MARCH 31, 1999, 1998 AND 1997
(2) Significant Accounting Policies - continued:
--------------------------------------------
Investment in unconsolidated affiliates:
- ---------------------------------------
Investments in affiliated companies in which ownership is 20% or more are
carried at the Company's original cost plus equity in earnings since date of
acquisition.
Investments in less than 20% owned affiliates are carried at cost or estimated
net realizable amounts, whichever is lower.
Mining:
- -------
Exploration and development expenditures are generally charged to expenses as
incurred until a decision is made to develop a mineral reserve. Expenditures
to bring new properties into production and major expenditures of a
nonrecurring nature are deferred and amortized ratable over production
benefitted. Expenditures for continuing development required to maintain
production are charged to expenses as incurred.
Depreciation:
- -------------
Equipment is recorded at cost and depreciated on a straight-line method and
declining balance method over a five year estimated useful life.
(3) Investments consist of the following at March 31, 1999 and 1998:
----------------------------------------------------------------
Robbie claims investment
- ------------------------
The Company acquired a 25% interest in the "Robbie" gold prospect claims owned
by Hi-Tech Exploration at a cost of $3,567. The Company's President, Mr.
James F. Fouts is also an owner of a 25% interest in these claims.
LaFonda investment
- -------------------
The Company owned, as of March 31, 1999, 10,000 shares of the common stock of
Corporacion De La Fonda, Inc., or approximately 10% of that company's
outstanding shares. De La Fonda, Inc. is a New Mexico hotel operation. Prior
to 1984, the Company owned more than 20% of De La Fonda and accounted
<PAGE> F-7
AURIC METALS CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
YEARS ENDED MARCH 31, 1999, 1998 AND 1997
(3) Investments - continued:
------------------------
for its investment by the equity method. Since 1983, the Company's investment
has been less than 20% and the cost method of accounting has been used. The
carrying value of the investment includes $102,648 of cumulative undistributed
earnings of La Fonda added to the investment under the equity method. Income
taxes have been recognized under the assumption that undistributed earnings
would eventually be distributed as dividends, thereby qualifying for
dividends-received deductions. If the undistributed earnings are eventually
received in taxable transactions other than as dividends, an unrecognized tax
of approximately $34,900 under current rates could result.
Since the Company's President, Mr. James F. Fouts, has positions, interests or
shareholdings, in La Fonda, any transaction between the Company and this
entity cannot be deemed to be at arm's length
1999 1998
--------- ---------
Robbie claims investment $ 3,567 $ 3,567
LaFonda investment 125,657 125,657
-------- ---------
Other investments $129,224 $129,224
========= =========
Dynamic Oil Ltd.
- ----------------
Effective April 1, 1994, the Company adopted SFAS No. 115 on accounting for
certain investments in debt and equity securities. This new standard requires
that available-for-sale investments in securities that have readily
determinable fair values be measured at fair value in the balance sheet and
that unrealized holding gains and losses for these investments be reported in
a separate component of stockholders' equity until realized. At March 31,
1999 and 1998 marketable investments classified as available for sale included
the following:
1999 1998
----- ------
Dynamic Oil Ltd. shares at cost $218,953 $156,251
Gross unrealized holding loss 81,577 56,751
---------- ---------
Dynamic Oil Ltd. at fair value $137,376 $ 99,500
========== ===========
No sales of Dynamic Oil were made in 1999 or 1998.
<PAGE> F-8
AURIC METALS CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
YEARS ENDED MARCH 31, 1999, 1998 AND 1997
(4) Stock options:
--------------
Following is a summary of activity under all stock option plans for the
three-year period ended March 31, 1999:
Option Price
-------------------
Number of Per
Shares Share Total
------------ -------- ---------
Balance at April 1, 1996 48,000 $.60 $28,800
Expired (48,000) (28,800)
------------ ---------
Balance at March 31, 1997 - -
Granted 60,000 .65 39,000
------------- ----------
Balance at March 31, 1998 60,000 .65 39,000
No activity - -
------------- -----------
Balance at March 31, 1999 60,000 .65 $39,000
The Company has adopted FASB statement No. 123, "accounting for Stock-Based
Compensation" as of April 1, 1996. Statement 123 allows for the Company to
account for its stock option plans in accordance with APB Opinion NO. 25,
"Accounting for Stock Issued to Employees" using the intrinsic value method.
In September 1997 the Company granted options to officers and directors
permitting each to purchase 15,000 shares at $.65 per share. Options expire in
September 1999.Had compensation cost for the Company's stock-based
compensation plan (60,000 options granted to officers and directors in 1997)
been determined based on the fair value at the grant date consistent with the
method of FASB Statement 123, the Company's net income and earnings per share
would have been reduced to the proforma amounts indicated below:
1998
--------------
Net income As reported $ 212,892
Pro forma $ 182,786
Primary earnings per share As reported $ .22
Pro forma $ .19
Fully diluted earnings per
Share As reported $ .21
Pro forma $ .18
<PAGE> F-9
AURIC METALS CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
YEARS ENDED MARCH 31, 1999, 1998 AND 1997
(4) Stock options - continued:
-------------------------
The fair value of each option grant is estimated on the date using the
Black-Scholes option-pricing model, with the following weighted average
assumptions used for grants in fiscal year 1998: dividend yield of 0.0%,
expected average annual volatility of 102%, average annual risk-free interest
rate of 6.0%, and expected lives of three years.
(5) Related party transactions:
---------------------------
The amounts paid to officers and directors have not been, in any sense,
negotiated at arm's length. Payments of $15,000 were made during the current
fiscal year to The Fremont Corp., a corporation in which the Company's
president is principal shareholder. These payments are for office use,
bookkeeping and clerical services. Refer to Note (3) for additional related
party transactions related to the Robbie claims investment and the LaFonda
investment.
(6) Federal and state income tax:
-----------------------------
Effective April 1, 1993, the Company adopted Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. The cumulative effect of the
change in accounting principle is immaterial. At March 31, 1999, the Company
had, for federal tax reporting purposes, an operating loss carryforward of
approximately $50,363. This carryforward begins to expire in 2011. No benefit
has been reported in the financial statements, however, because the Company
believes there is at least a 50% chance that the carryforward will expire
unused. Accordingly, the tax benefit of the loss carryforward has been offset
by a valuation allowance of the same amount.
(7) Commitments and contingencies:
------------------------------
The Company is required to pay the Bureau of Land Management $100 annually on
29 leased mining claims for $2,900. Additionally the Company pays Hi-Tech
Exploration $3,567 annually for its 1/3 share of 107 leased BLM mining claims.
Rates are subject to change and failure to pay results in loss of mining
rights. The payments to BLM are in lieu of assessment work which was required
previously. The leases are cancelable annually upon notice to lessor.
<PAGE> F-10
AURIC METALS CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
YEARS ENDED MARCH 31, 1999, 1998 AND 1997
(8) Fair values of financial instruments:
------------------------------------
The amount reported in the financial statements for cash and cash equivalents,
marketable securities, and accrued liabilities approximates fair market value.
Fair market value of marketable securities was estimated using quoted market
prices. For the investment without quoted market prices, it was not possible
to estimate fair value without incurring significant costs. Additional
information is included in the footnote for the investment without fair value
disclosure.
December 31, 1999 December 31, 1998
----------------- -------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
----------- ---------- ---------- ------------
Assets:
- --------
Cash and cash
equivalents $ 203,489 $ 203,489 $ 264,819 $ 264,819
Marketable
securities 137,376 137,376 99,500 99,500
Other investments:
Investment for
which it is not
practicable to
determine fair
market value 125,657 -- 125,657 --
Other investment 3,567 3,567 3,567 3,567
Liabilities:
- -------------
Accrued liabilities 490 490 1,028 1,028
The carrying amounts reported in the summary table, above, are shown in the
balance sheets using the same account titles and carrying amounts.
The fair value of a ten percent investment in common stock on an untraded
company (Corporacion De La Fonda, Inc.) is not disclosed, because it was not
practicable to estimate the fair value. The untraded company had net earnings
for the fiscal year ended October 31, 1998 of $1,530,036 and stockholder's
equity as of October 31, 1998 $11,008,007. The Company has received dividends
averaging $1.16 per share over the last five years.
F-11
<PAGE>
AURIC METALS CORPORATION
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has caused this report to be
signed on its behalf by the undersigned, hereunto duly authorized.
REGISTRANT:
AURIC METALS CORPORATION
By: /s/ James F. Fouts
----------------------
James F. Fouts, President
Date: September 15, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
/s/ James F. Fouts Director and President Date: Sept. 15, 1999
James F. Fouts (Principal Executive Officer)
/s/ Elizabeth B Fouts Secretary-Treasurer Date: Sept. 15, 1999
Elizabeth B. Fouts (Principal Financial Officer)
/s/ Dan Ligino Vice President and Director Date: Sept. 15, 199
Dan Ligino
/s/ Elizabeth F. White Vice President and Director Date: Sept. 15, 1999
Elizabeth F. White
