SECURITIES AND EXCHANGE COMMISSION
Washington, DC
FORM 6-K
REPORT OF FOREIGN ISSUER PURSUANT TO RULES 13a-16 AND 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FOR THE PERIOD ENDED JANUARY 31, 1999
NU-DAWN RESOURCES INC.
----------------------
Translation of Registrants name in English
102 Piper Crescent
Nanaimo, British Columbia
Canada V9T 3G3
-------------------
Address of principal executive offices
<PAGE>
SCHEDULE "A"
NU-DAWN RESOURCES INC.
FIRST QUARTER REPORT
FINANCIAL STATEMENTS
THREE MONTHS ENDED JANUARY 31, 1999
CONTENTS PAGE
-------- ----
BALANCE SHEET 1
STATEMENT OF LOSS AND DEFICIT 2
STATEMENT OF CHANGES IN FINANCIAL POSITION 3
SCHEDULE OF CHANGES IN RESOURCE PROPERTIES 4
NOTES TO FINANCIAL STATEMENTS:
- Note 1. Fixed Assets and Deferred Costs 5
- Note 2. Resource Properties 5
- Note 3. Description of Resource Properties 5-6
- Note 4. Long-Term Debt 6
- Note 5. Related Party Transactions 7
- Note 6. Capital Stock 7
- Note 7. Warrants & Options 7-8
- Note 8. Future Operations 8
- Note 9. Comparative Figures 8
PREPARED BY MANAGEMENT -- UNAUDITED
Nu-Dawn Resources Inc - Quarterly Report - January 31, 1999
<PAGE>
NU-DAWN RESOURCES INC.
BALANCE SHEET
for three month period ending January 31, 1999
3 month period 3 month period
ASSETS ended 1/31/99 ended 1/31/98
- ------ ------------- -------------
CASH 3,534 1,355
ACCOUNTS RECEIVABLE 582 2,500
DUE FROM RELATED 2,988 488
---------- ----------
7,103
FIXED ASSETS AND DEFERRED COSTS 1,764,244 1,764,244
(NOTE 1)
RESOURCE PROPERTIES 500,474 440,455
(NOTE 2) ---------- ----------
TOTAL ASSETS 2,271,822 2,209,042
========== ==========
LIABILITIES
- -----------
ACCOUNTS PAYABLE 200,646 223,101
DUE TO RELATED PARTIES (NOTE 5) (296) (11,204)
DEFERRED REVENUE 4,952 4,952
---------- ----------
205,302
LONG TERM DEBT (NOTE 4) 50,000 50,000
---------- ----------
TOTAL LIABILITIES 255,302 266,849
========== ==========
SHAREHOLDERS' EQUITY
CAPITAL STOCK (NOTE 6)
- ----------------------
AUTHORIZED: 50,000 Common Shares no par value
ISSUED: 28,410,770 shares (at 1/31/99) 6,314,874 6,115,349
Advance on Exercise of Warrants 0 0
DEFICIT (PAGE 2) (4,298,354) (4,173,156)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 2,016,520 1,942,193
========== ==========
TOTAL LIABILITIES AND EQUITY 2,271,822 2,209,042
========== ==========
Page 1
<PAGE>
NU-DAWN RESOURCES INC.
STATEMENT OF LOSS AND DEFICIT
for three month period ending January 31, 1999
3 month period 3 month period
ended 1/31/99 ended 1/31/98
------------- -------------
REVENUE
- -------
Revenue 0 0
Interest & Sundry Revenue 60 1.713
---------- ----------
60 1,713
---------- ----------
EXPENSES
- --------
Office Administration 4,162 600
Professional Fees 0 807
Management Fees 0 0
Consulting Fees 6,250 4,000
Regulatory & Transfer Fees 2,946 4,997
Rent 3,000 0
Travel & Promotion 7,744 1,804
Wages & Payroll Expense 0 5,623
Office Equipment & Rental 74 778
Telephone, Fax & Courier 1,620 2,228
Printing & Distribution 110 198
Interest & Bank Charges 8,530 1,940
Computer & Internet 1,858 874
Asbestos Project 8,000 162
Costa Rica - Projects 8,810 8,490
Pan-Oro Project 768 0
Saskatchewan 0 0
Salmo Operations 7,385 5,286
---------- ----------
(61,257)
Invested Resource Properties 17,578 8,652
---------- ----------
Net (Loss) for the period (43,619) (27,422)
Net (Deficit) - beginning of period (4,254,735) (4,145,734)
---------- ----------
Net (Deficit) - end of period (4,298,354) (4,173,156)
---------- ----------
Gain (Loss) per share for the period (0.15) (0.00)
========== ==========
Page 2
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NU-DAWN RESOURCES INC.
STATEMENT OF CHANGES OF FINANCIAL POSITION
for three month period ending January 31, 1999
3 month period 3 month period
OPERATING ACTIVITIES ended 1/31/99 ended 1/31/98
- -------------------- ------------- -------------
Net (Loss) for the Period (43,619) (27,422)
Change in Non-Cash Working Capital 54,632 18,275
-------- --------
98,251 8,157
-------- --------
INVESTING ACTIVITIES
- --------------------
Expenditures Relative to Resource Properties 17,577 (8,652)
Payments on Fixed Assets & Deferred Costs 0 0
Sale of Fixed Assets 0 0
-------- --------
17,577 (8,652)
-------- --------
FINANCING ACTIVITIES
- --------------------
Loan 0 0
Advances from Related Party 8,927 14,025
Flow-Through Private Placement 0 0
Private Placement 150,000 0
Capital Stock Issued 0 0
Advance on Exercise of Warrants 0 0
-------- --------
158,927 14,025
-------- --------
Increase (Decrease) in cash - during period (43,099) (14,025)
Cash Position - beginning of period 46,633 15,875
-------- --------
Cash Position - end of period 3,534 1,355
======== ========
Page 3
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<TABLE>
<CAPTION>
NU-DAWN RESOURCES INC.
SCHEDULE OF CHANGES IN RESOURCE PROPERTIES
October 31, 1998 to January 31, 1999
Prince Asbestos
Albert Guanacaste Pan-Oro Claims Totals
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, October 31, 1998 $57,788 $366,597 $38,036 $20,476 $482,897
- ----------------------------------------------------------------------------------------------
Consulting -- -- -- -- --
Geological Consulting -- -- -- -- --
Travel -- 1,823 768 -- 2,591
Exploration -- 6,200 -- -- 6,200
Option Payments -- -- -- 8,000 8,000
Permits & Fees -- -- -- -- --
Field Crew -- -- -- -- --
Vehicle Expense -- 453 -- -- 453
Fuel -- -- -- -- --
Repairs -- -- -- -- --
Misc -- 333 -- -- 333
- ----------------------------------------------------------------------------------------------
Balance, January 31, 1999 $ 57,788 $375,406 $ 38,804 $ 28,476 $500,474
==============================================================================================
Page 4
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. FIXED ASSETS AND DEFERRED COST
H B Mill - 15 year straight-line basis, commencing on the start of
production
Office Equipment - 20% declining balance basis
Motor Vehicles - 20% declining balance basis
- --------------------------------------------------------------------------------
FIXED ASSETS Cost Acc Dep *NBV 1998 *NBV 1997
- ------------------------------------------------------------------------------
H B Mill and freehold land $1,757,855 -- $1,757,855 $1,757,855
Office Equipment 9,803 6,345 3,458 3,458
Motor Vehicles 17,219 14,289 2,930 2,930
================================================================================
$1,784,877 20,634 $1,764,243 $1,764,243
================================================================================
Costs capitalized to the H.B. Mill totalled $15,759 (1996 - $14,013) for the
year. Costs capitalized include property taxes and general maintenance costs,
net of equipment sales. During the year ended October 31, 1997 the Company
recorded a write down of $860,439 to adjust the carrying value of this asset to
management's best estimate of the net recoverable amount.
2. RESOURCE PROPERTIES
Acquisition costs of resource properties together with direct exploration and
development expenditures thereon are deferred in the accounts. When production
is attained these costs will be amortized. When deferred expenditures on
individual producing properties exceed the estimated net realizable value, the
properties are written down to the estimated value. Costs relating to properties
abandoned are written-off when the decision to abandon is made.
RESOURCE PROPERTIES 1/31/99 1998 1997
- ------------------- ------- ---- ----
GOODENOUGH & YMIR -- -- --
TRITON -- -- --
PRINCE ALBERT 57,788 57,788 55,788
GUANACASTE (MINA MARIO) 375,406 366,597 328,475
SUKUT -- -- --
PAN-ORO 38,804 38,036 37,517
ASBESTOS CLAIMS 28,476 20,476 --
======== ======== ========
TOTALS 500,474 482,897 $431,803
======== ======== ========
3. DESCRIPTION OF RESOURCE PROPERTIES
(a) Goodenough and Ymir, British Columbia
The Company has a 100% interest in certain mineral claims located in the Nelson
Mining Division, British Columbia, subject to a 15% net profit interest, and has
freehold title to the land. During the year ended October 31, 1997, the Company
wrote down the balance of its interest in this resource property.
Page 5
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(b) Triton, Ontario
The Company has a 50% interest in certain mineral claims located in MacMurchy
Township of the Larder Lake Mining Division, Ontario. A third party has agreed
to maintain the good standing of the mineral claims. During the year ended
October 31, 1997, the Company wrote down the balance of its interest in this
property.
(c) Prince Albert, Saskatchewan
The Company has entered into an option agreement to acquire a 100% interest,
subject to a 5% net profit royalty, in certain mineral claims in the Prince
Albert Mining District, Saskatchewan. To maintain its interest in the agreement,
the Company is required to pay $2,000 annually for ten years to July 2003.
The Company had a 100% interest in certain mineral exploration permits issued by
Saskatchewan Energy and Mines in the Southern Mining district of Saskatchewan.
During the year, the Company allowed the permits to lapse and wrote off the
investment in those permits. The remaining balance of $55,788 represents the
Company's interest in the option in the Prince Albert Mining District.
(d) Mina Mario Project-Guanacaste, Costa Rica
Pursuant to an option agreement dated October 23, 1995, and amended February 27,
1996, between the Company and Minera Oceanica, S.A., the Company acquired an
option for the mineral and surface rights on Concession 6622 situated in the
Central Gold Belt in the Juntas de Abangores District of Guanacaste Province in
Costa Rica, subject to a 10% royalty in favor of Minera Oceanica, S.A. on
operating profits derived from the property, or US$100,000 per year, whichever
is the greatest. Finder's fees in the amount of $22,500 have been included in
resource properties.
(e ) Pan-Oro, Panama
During 1995, the Company entered into a Letter of Agreement with Grande Portage
Resources Ltd. to enter into a joint-venture agreement to develop mineral
concessions in north-western Panama. The agreement has not yet been concluded
and regulatory approval remains outstanding. The Company has a 90% ownership
interest in Pan-Oro S.A., a Panamanian corporation. Resource properties include
$21,000 in costs charged by Pan-Oro S.A.
(f) Sukut Project-Limon, Costa Rica
The Company entered into an agreement dated April 24, 1996 for the mineral
exploration permit (ID# 6200) over an area of eighteen square kilometres within
the Bri Bri Indian Reservation situated in the Province of Limon, County of
Talamance, District of Bratsi. There has been a moratorium placed on any mining
activity by the Asamblea Legislativa de Costa Rica. During the year the permit
was withdrawn from the optionor by the Costa Rican authorities. Therefore, the
Company has written down its interest in this property.
(g) Asbestos Claims, Quebec
The Company entered into an option agreement dated October 8, 1997 with Vant
Resources Inc. for the Asbestos "A" claims in Maizerets, Quebec and the
Exploration Claims in Soissons, Quebec. In order to exercise the option, the
Company must pay the optionor an aggregate of $1,070,000 as follows:
1. $10,000 on execution of this Agreement (paid);
2. $10,000 on or before March 15, 1998;
3. $50,000 on or before September 15, 1998; and
4. $1,000,000 on or before September 15, 1999.
After the Company has recovered all its preproduction expenditures on the
property it shall pay to the optionor a royalty equal to 5% of the net profits
arising from commercial production. At any time after the commencement of
commercial production, the optionor can surrender its royalty to the Company in
consideration of shares of the Company with a market value of $500,000 at the
date of surrender.
4. LONG-TERM DEBT
This amount is unsecured, non-interest bearing, and will be repaid at a rate of
10% of the net profits of the H B Mill at the time it goes into product.
Page 6
<PAGE>
5. RELATED PARTY TRANSACTIONS
At Beginning of Period (7,271)
Dydar Resources Ltd. - Incurred as Loans 0
Dydar Resources Ltd. - Incurred as Services (1,952)
Advances from Curitiba S.A 8,927
======
At End of Period July 31, 1998 (296)
(b) Administrative consulting fees paid to a director was nil for period October
31, 1998 to January 31, 1999
6. CAPITAL STOCK
<TABLE>
<CAPTION>
(A) The changes in capital stock during this period are recorded as follows:
January 31, 1999 January , 1998
ISSUED: ------------------------ ------------------------
# of shares Amount # of shares Amount
----------- ------ ----------- ------
<S> <C> <C> <C> <C>
At Beginning of Period 27,410,770 $6,164,874 27,493,104 $6,115,349
Debt settlement pursuant to exercise of option 0 0 0 0
Private Placement 1,000,000 150,000 0 0
Flow-through private placement 0 0 0 0
For cash pursuant to exercise of option 0 0 0
========== ========== ========== ==========
Issued at end of period 28,410,770 $6,314,874 27,493,104 $6,115,349
</TABLE>
(B) Outstanding at this period end:
AUTHORIZED ISSUED
- ----------------------------------------------- ---------------------------
CLASS PAR VALUE NUMBER NUMBER VALUE
- ----------------------------------------------- ---------------------------
Common NPV 50,000,000 28,410,770 $6,314,874
- ----------------------------------------------- ---------------------------
7. WARRANTS & OPTIONS
(A) As of January 31, 1999
(i) Pursuant to a private placement agreement dated April 15, 1998 and
transacted November 9, 1998, 1,000,000 non-transferable shares were issued
at a price of $0.15 per share with non-transferable share purchase warrants
to purchase 1,000,000 shares at $0.15 for a one year period and $0.18 per
share in the second year.
Page 7
<PAGE>
(ii) Issued 500,000 non-transferable share purchase warrants pursuant to a
private placement agreement dated May 29, 1996, were issued at a price of
$0.50 per share. Each unit consisting of one common share and one
non-transferable share purchase warrant entitling the holder to purchase an
additional common share for a period of two years at a price of $0.50 per
share during the first year and $0.60 per share during the second.
(iii)Pursuant to a private placement agreement dated April 29, 1997, 1,000,000
non-transferable shares were issued at a price of $0.15 per share with
non-transferable share purchase warrants to purchase 1,000,000 shares at
$0.15 per share for a one year period and $0.18 per share in the second
year. As at October 31, 1997, 696,499 of the share purchase warrants
remained unexercised. April 15, 1998, 330,166 share purchase warrants were
issued for cash pursuant to exercise of option.
(B) Stock Options outstanding to directors and employees at January 31, 1999 :
Number of Shares Exercise Price Expiry Date
---------------- -------------- -----------
1,200,000 $0.15 August 20, 2002
100,000 $0.15 July 15, 2001
100,000 $0.15 October 8, 2002
INSIDER REPORT (as of January 31, 1999):
(i) 10,588,441 common shares held by Curitiba S.A.
(ii) 1,235,000 common shares held by a director of the Company
(iii) 112,500 common shares held by a director of the Company
(iii) 116,000 common shares held by a director of the Company
(C) Shares in Escrow : NIL
412,500 shares held in escrow were returned to treasury October 21, 1998 in
accordance with an Escrow Agreement which expired September 1998.
(D) List of directors as at January 31, 1999:
Raynerd B. Carson Geoffrey Vantreight
James Wadsworth Dr. Stewart A. Jackson
Gary Van Norman
8. FUTURE OPERATIONS
These financial statements have been prepared with integrity and on the going
concern bass of accounting. The company is currently operating at a loss and has
an accumulated deficit of $ 4,298,354. The company's movements toward
streamlining its methods of operation and management have shown to be a positive
effort and in foresight will prove beneficial in every related aspect.
9. COMPARATIVES FIGURES
Certain figures have been accentuated, reclassified, or integrated to conform to
the current quarter's presentation of this financial statement. The information
released in this report is accurate and congruent with proper accounting
records.
Page 8
<PAGE>
NU-DAWN RESOURCES INC.
102 Piper Crescent, Nanaimo BC V9T 3G3
Tel: (250) 756-0291 Fax: (250) 756-0298
SCHEDULE "B"
SUPPLEMENTARY INFORMATION
1. FOR THE CURRENT FISCAL YEAR-TO-DATE: JANUARY 31, 1999
Refer to January 31, 1999 Financial Statements
(a) Expenditures to non-arms length parties: None
Refer to Note 5: Related Party Transactions of January 31, 1999 Financial
Statements
2. FOR THE QUARTER UNDER REVIEW
(a) Securities issued: 1,000,000 shares Private Placement
Refer to Note 6 - Capital Stock
(b) Options granted: None
Refer to Note 7B - Warrants & Options
3. AS AT THE END OF QUARTER
(a) Authorized share capital: 50,000,000 common shares without par value
(b) Issued share capital: 28,410,770 shares
(c) Summary of warrants and options outstanding:
Warrants........... Refer to Note 7- Warrants & Options (A)
Options............ Refer to Note 7- Warrants & Options (B)
(d) Shares in escrow: None
Refer to Note 7C
(e) Directors: Raynerd B. Carson
James Wadsworth
Geoffrey Vantreight
Gary Van Norman
Dr. Stewart Jackson
Nu-Dawn Resources Inc - Quarterly Report - January 31, 1999
<PAGE>
NU-DAWN RESOURCES INC.
102 Piper Crescent, Nanaimo BC V9T 3G3
Tel: (250) 756-0291 Fax: (250) 756-0298
- --------------------------------------------------------------------------------
SCHEDULE "C"
FOR THE FIRST QUARTER ENDING JANUARY 31, 1999
The Directors of Nu-Dawn Resources Inc. report on the Company's affairs for the
first quarter of 1999.
The weak commodity markets in the world has dramatically affected the junior
resource industry. Financing for these companies has been extremely hard to come
by; Nu-Dawn has been no exception. However, we have managed to overcome some
horrific obstacles during the past year, and we now look forward to improving
our lot over the next year.
A civil action in which the defendants also included some of the directors of
Nu-Dawn, an attorney who acted for the Company and the Province of British
Columbia was finally settled out of court last September. Nu-Dawn was able to
pledge its Salmo land and mill machinery to secure its share of the settlement.
With this burden lifted, the Company is looking forward to furthering its
projects.
Nu-Dawn concentrated a good part of its efforts over the past year on the
Abitibi project in Quebec. Positive progress was made with an International
Trading Company to market the chrysotile fibre to the Asian markets. Marketing
is a key component in putting together the financing for the Abitibi project.
Last October, we were advise by the Trading Company to put the project on hold
until the financial conditions in the Orient improve.
Minera Oceanica S.A., a Costa Rican affiliate company, has entered into a
partnership agreement with a native peoples Mining Co-op in Costa Rica to
explore a large mineralized area comprised of 60 square kilometres which is
located on their reserve. The Mining Co-op has made application for exploration
permits to be issued by the Mines Department. The Minister is supporting this
application and he has requested from his legal advisors the interpretation of
the laws governing the land of Indigenous people, and if the present statutes
allow the ministry to issue the permits. A decision on this matter is expected
in the next few months. A favourable decision will bring to Nu-Dawn a huge
project that for many years has been sought after by some of the world's largest
mining companies.
This past month, your directors have been made aware of new technology that
recovers zinc and lead from oxide ores. Nu-Dawn's Salmo property in British
Columbia has several zones of zinc/lead oxide ore. One of these zones, which is
accessible from the underground workings, has 100,000 tons of proven ore and
100,000 tons of probable ore, grading 12% zinc and 4% lead. We are presently,
along with others, investigating the amenability of this ore to the new
metallurgical process.
The state of the mineral industry has prompted the Company to research other
enterprises which we believe will be more attractive to investors at this time.
To this end, your directors are studying a new building concept to manufacture
prefab homes. This is an exciting project, and our investigations are expected
to be completed within the next two months.
ON BEHALF OF THE BOARD OF DIRECTORS NU-DAWN RESOURCES INC.
per:
/s/ Raynerd B. Carson
---------------------
Raynerd B. Carson, President
<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, thereto duly authorized.
NU-DAWN RESOURCES INC.
By: /s/ Raynerd B. Carson
-------------------------
Raynerd B Carson, President
Date: March 30 , 1999
