U.S. Securities And Exchange Commission
Washington, D.C. 20549
Form 10QSB
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended July 31, 1999
Commission file number 0-20722
NEWGOLD, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 16-1400479
- - - - - - - - - - - - - - - - -
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3090 Boeing Road, Cameron Park, CA 95682
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(Address of principal executive offices)
(530) 672-1116
- - - - - - - - - - -
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 No X
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court. Yes X ; No
The number of shares of Common Stock outstanding as of January 31, 1999:
25,244,588
- ----------
Transitional Small Business Disclosure Format (check one): Yes No X
<PAGE>
PART I. Financial Information.
----------------------
1. Interim Financial Statements (unaudited)
Balance Sheet -
July 31, 1999..................................................1
Statements of Operations -
Three months ended July 31, 1999 and July 31, 1998.............2
Statements of Cash Flows -
Three months ended July 31, 1999 and July 31, 1998.............3
Notes to Financial Statements.......................................4
2. Management's Discussion and Analysis................................5
PART II. Other information
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Signatures..........................................................8
<PAGE>
NEWGOLD, INC.
Balance Sheet
(Unaudited)
July 31, 1999
Assets
Cash and cash equivalents 1,966
Property, plant and equipment including undeveloped
mineral properties of $800,000, net of $35,960
accumulated depreciation 845,376
Reclamation bonds 50,500
Other assets 3,600
-------------
Total assets 901,442
=============
Liabilities and Stockholder's Equity
Current liabilities
Accounts payable 397,512
Accrued expenses 261,960
Due to Business Web, Inc. 774,038
Notes payable to stockholders 110,000
Notes payable to individuals 462,500
-------------
Total current liabilities 2,006,010
Other liabilities
Accrued reclamation costs 50,500
Deferred revenue 800,000
-------------
Total other liabilities 850,500
Total liabilities 2,856,510
Stockholders' equity
Common stock - Authorized 50,000,000 shares par
value $0.001; 37,866,882 outstanding 37,867
Additional paid-in capital 7,932,497
Accumulated deficit (9,925,432)
-------------
Total stockholders' equity (1,955,068)
-------------
Total liabilities and stockholders' equity 901,442
=============
<PAGE>
NEWGOLD, INC.
Statements of Operations
(Unaudited)
For the three months ended
<TABLE>
July 31 July 31
1999 1998
-------------- --------------
<S> <C> <C>
Sales
Net sales $ - $ -
Cost of sales $ - $ -
-------------- --------------
Gross Margin - -
Operating expenses
General and administrative expenses 132,271 117,297
Exploration costs 8,135 (15,887)
-------------- --------------
Total operating expenses 140,406 101,410
-------------- --------------
Loss from operations (140,406) (101,410)
Other income (expense)
Interest income -
Gain (Loss) on sale of assets - (21,000)
Interest expense - (5,671)
-------------- --------------
Total other expense - (26,671)
Income tax provision - -
-------------- --------------
Net loss $ (140,406) $ (128,081)
============== ==============
Loss per share $ (0.004) $ (0.004)
============== ==============
Weighted average number of shares outstanding 37,866,882 29,193,917
============== ==============
</TABLE>
<PAGE>
NEWGOLD, INC.
Statements of Cash Flows
(Unaudited)
For the three months ended
<TABLE>
July 31 July 31
1999 1998
-------------- --------------
<S> <C> <C>
Cash flows from operating activities
Net loss $ (140,406) $ (128,081)
-------------- --------------
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation 3,963 3,321
Changes in operating assets and liabilities
Reclamation bonds 206,000
Other assets (1,600)
Accounts payable (997) (8,645)
Accrued expenses (204,162) 60,356
Reclamation costs (25,000)
Due to affiliate (85,561) (12,323)
Notes payable to stockholder (83,098) (16,404)
-------------- --------------
Total adjustments to net loss (369,855) 205,705
-------------- --------------
Net cash provided (used) by operations (510,261) 77,624
Cash flows from financing activities
Increase in Business Web Inc. (BWI)loan 155,000
BWI stock issued to shareholder for debt 39,038
- -------------- --------------
Net cash provided by financing activities 494,038
-------------- --------------
Net increase (decrease) in cash (16,223) 77,624
Cash and cash equivalents, beginning of period 18,189 9,993
-------------- --------------
Cash and cash equivalents, end of period $ 1,966 $ 87,617
============== ==============
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
- -----------------------------
1. Preparation of Interim Financial Statements: The accompanying financial
statements have been prepared in accordance with the instructions to Form
10-QSB and, therefore, do not include all information and footnotes
necessary for a presentation of financial position, results of operations
and cash flows in conformity with generally accepted accounting principles.
In the opinion of management, the referenced financial statements reflect
all normal and recurring adjustments necessary for a fair presentation of
the results of operations and financial position for the interim periods
presented. Operating results for the three month period ended July 31,
1999, are not necessarily indicative of the results that may be expected
for the fiscal year ended January 31, 2000.
2. Income Taxes: No income tax provisions have been made due to losses
incurred. Deferred income tax benefits have been fully reserved due to the
uncertainty of future realization.
3. Net (Loss) Per share: Net (loss) per share has been computed on the basis
of the weighted average number of shares outstanding during the period. No
options were outstanding at the end of the period.
4. Reclamation of Mining Areas: Reclamation costs, including the removal of
production facilities at the end of their useful lives, are estimated and
accrued on an undiscounted basis over the productive lives of properties.
Remediation costs are expensed when the liability is probable and
estimable. Based on current environmental regulations and known reclamation
requirements, management has included its best estimate of these
obligations in its reclamation accruals. However, it is reasonably possible
that the Company's estimates of its ultimate reclamation liabilities could
change as a result of changes in regulations or cost estimates. The Company
performs concurrent reclamation to the extent possible. However, most of
the accrued costs are anticipated to be expended at the end of the mine
life.
5. The Company placed the Relief Canyon Mine, a developed exploration project,
on care and maintenance in December 1997. The Company estimates the annual
cost of maintaining the mine in this status may be approximately $100,000.
Included in this cost estimate are the annual BLM rent for the claims,
water testing for Nevada Department of Environmental Protection, and costs
of utilities and security at the site. Charges for care and maintenance of
Relief Canyon Mine in the quarter ended July 31, 1999 were approximately
$8,100.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
Introduction.
-------------
Reference is made to Form 10-KSB as of January 31, 1999, which was
filed October 1, 1999, which reports on the signing of a merger agreement
between the Company and Business Web, Inc. as of July 26, 1999. This report
discusses the effects of the merger, the financial plans for future operations
and the risks associated therewith.
The Company formerly was engaged in the business of acquiring
dormant, potential gold-producing properties located in the continental United
States and developing such properties into commercial gold mining operation. The
Company is the result of a merger (the "Merger") between Warehouse Auto Centers,
Inc., a Delaware corporation ("WAC"), and Newgold, Inc., a Nevada corporation
("NGNV"), pursuant to a Plan of Reorganization (the "Plan") approved by the U.S.
Bankruptcy Court for the Western District of New York, effective as of November
21, 1996. For accounting purposes, under the terms of the Merger, NGNV was
treated as the acquirer.
Financial Plan of Operation for the Next Twelve Months.
-------------------------------------------------------
On April 2, 1999, the Company issued a Letter of Intent to Business
Web, Inc. (BWI) to effect a reverse merger of Newgold, Inc. and BWI with BWI
being the acquirer corporation. A merger agreement, which has been approved by
the Boards of Directors, will be submitted to the shareholders of both companies
for their expected approval. Terms of the agreement allow a 3:2 split of the
Company stock in June 1999, which will be treated as a dividend. Common shares
outstanding after the stock split are 37,866,882. After the merger, the Company
shareholders will receive one share of BWI stock for each twelve shares of
Newgold stock. This exchange of shares will give the Company shareholders
approximately a 12% interest in BWI.
BWI, a Texas corporation, is an Internet company specializing
in the development of web sites for communities of like businesses and the
development of e-trade shows on the Internet for industries and professional
organizations. To date, BWI has raised capital of approximately $2.6 million. Of
this amount $380,000 has been loaned to Newgold for payment of liabilities and
current operating costs. Other Newgold liabilities will be settled with BWI
stock and cash as required. The Relief Canyon Mine will be transferred to
another corporation and a portion of any funds raised by this corporation will
be committed to repay BWI for loans and other payments made for the benefit of
Newgold. BWI estimates that revenues for the year ended January 31, 2000 will be
in excess of $3,000,000.
As of July 31, 1999, the Company had $1,966 in cash and a negative
working capital of $1,915,251. Based upon plans and assumptions relating to any
mining operation, the Company would require approximately $1.5 million in
additional working capital. Since January 1998, the Company has pursued several
possible funding opportunities including the sales of royalties on other gold
properties and on industrial minerals. The Company continues its efforts to
obtain funding, but has no current commitments for funding operations. There can
be no assurance that any of such opportunities will result in actual funding or
that
<PAGE>
additional financing will be available when needed, on commercially reasonable
terms, or at all. As the Company has been unable to obtain additional financing,
it was required to curtail its development plans in November 1997 and cease
operations except for care and maintenance of the Relief Canyon Mine. The
Company's independent accountants have included an explanatory paragraph in
their report on the Company's financial statements for the year ended January
31, 1999, indicating substantial doubt about the Company's ability to continue
as a going concern.
At the Relief Canyon Mine, the Company had placed all mining
operations on hold and has placed the mine into care and maintenance. The
Company has two experienced personnel in place at the mine site. The personnel
currently are lowering the water levels of the preg and barren ponds under a
plan approved and monitored by the Nevada Department of Environmental Protection
(NDEP). Prior to suspending operations in November 1997, the mine facilities to
recover gold from ore were completed by the Company with the exception of an
upgrade to leach pad 4 and construction of an additional leach pad. The upgrade
to leach pad 4 has been approved by NDEP. Under the merger agreement, operations
at Relief Canyon Mine may be resumed only by the entity that acquires ownership
of the mine and all related liabilities from the Company. Reclamation.
This report, as well as certain of the notes to the financial
statements, contain "forward-looking statements" within the meaning of Section
27A of the Securities Exchange Act of 1934, as amended. Such statements include,
but are not limited to, (i) expectations as to the funding of future capital
expenditures and other cash needs, (ii) statements as to the projected
development of certain ore deposits, including estimates of development and
other capital costs and financing plans with respect thereto, (iii) estimates of
future costs and other liabilities for certain environmental matters and (iv)
statements as to the likelihood of the outcome of litigation matters. These
forward-looking statements are subject to risks, uncertainties and other factors
that could cause actual results to differ materially from the forward-looking
statements or the results projected or implied by the forward-looking
statements.
For a more detailed discussion of the foregoing risks and
uncertainties affecting the Company and its operations, see "Cautionary
Statement for Purposes of the Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995." and "Risk Factors" contained in Item 1 and 2 of
the Company's annual Report on Form 10-KSB for the period ended January 31,
1997, as well as other filings made by the Company from time to time with the
Securities and Exchange Commission. Many of these factors are beyond the
Company's ability to control or predict. Readers are cautioned not to put undue
reliance on forward-looking statements. The Company disclaims any intent or
obligation to update publicly any forward-looking statements set forth in this
discussion, whether as a result of new information, future events or otherwise.
PART II. OTHER INFORMATION.
-----------------
ITEM 1. Legal Proceedings.
-----------------
a) On December 3, 1996, the case of Christiansen v. Newgold, et al., a
purported breach of contract action was filed in the Second Judicial District,
Washoe County, Reno, Nevada. Christiansen prevailed in this action and the
Company accrued the $250,000 judgement as of January 31, 1998; the Company is
waiting for funds to complete the transaction.
b) On January 28, 1997, the case of Stewart v. Newgold, a purported
breach of contract for the purchase of the Cerro Gordo Mine in California, was
filed in the Second Judicial District, Washoe County, Reno, Nevada. Plaintiff
was unable to present clear title to the property and the Company was unable to
clear title and refused to make additional payments stipulated under the
contract. Plaintiff sought $40,000 in damages. The parties have reached an
agreement for settlement totalling $20,000. The settlement was paid October 22,
1998.
c) On April 25, 1997, the Company filed a declaratory relief action in
the case of Newgold v. Wirsing, et al. in the Sacramento County Superior Court.
Mr. Wirsing and his fellow defendant, Mr. Wong, are each alleging that they are
the owners of a 10% share of the net profits interest from Relief Canyon. The
Company filed the action to seek declaratory relief that Messrs. Wirsing and
Wong's claim is without merit. Mr. Wong had filed a $100,000,000 mechanics lien
on the Relief Canyon Mine. The Company believes that the use of a mechanics'
lien is improper and that there is no merit in Messrs. Wirsing and Wong's
claims. A motion for summary judgement filed by Messrs. Wirsing and Wong was
denied by the Court in favor of the Company. The case was submitted to
mandatory arbitration where again the decision was in favor of the Company.
This matter was settled by the parties for an issuance of an additional 25,000
shares of the Company's common stock. Said stock is restricted and the
settlement agreement gave no registration rights to the defendants.
ITEM 2. Changes in Securities.
---------------------
Stock split 3:2 on June 17, 1999 for shareholders of record June
10, 199, resulting in total outstanding shares of 37,866,882.
ITEM 3. Defaults on Senior Securities.
-----------------------------
None.
ITEM 4. Matters Submitted to a Vote of Shareholders.
-------------------------------------------
None.
ITEM 5. Other Information.
-----------------
None.
ITEM 6. Exhibits and Reports on Form 10-K.
---------------------------------
<PAGE>
a) Exhibits.
--------
Exhibit 3.1 Certificate of Incorporation of the Registrant (1).
Exhibit 3.2 Certificate of Amendment to Certificate of
Incorporation of the Registrant (2).
Exhibit 3.3 Bylaws of the Registrant (1).
Exhibit 27 Financial Data Schedule.
(1) Incorporated by reference to the Registrant's
Registration Statement on Form SB-2 (File No.
33-49920) filed with the Commission on October 14, 1993.
(2) Incorporated by reference to the Registrant's Annual Report
on Form 10-KSB-40 for the fiscal year ended January 31,
1996 filed with the Commission on January 22, 1997.
(3) Incorporated by reference to the Registrant's Annual Report
on Form 10-KSB-40 for the fiscal year ended January 31,
1999 filed with the Commission on August 27, 1999.
SIGNATURES
----------
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto authorized.
NEWGOLD, INC.
/s/ A. Scott Dockter Date: August 23, 1999
- -------------------- ---------------
A. Scott Dockter
Chief Executive Officer
/s/ Robert W. Morris Date: August 23, 1999
- -------------------- ---------------
Robert W. Morris
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-END> JUL-31-1999
<CASH> 1,966
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,966
<PP&E> 881,336
<DEPRECIATION> 35,960
<TOTAL-ASSETS> 901,441
<CURRENT-LIABILITIES> 2,053,658
<BONDS> 0
0
0
<COMMON> 37,867
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 901,441
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 140,406
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (56,158)
<INCOME-PRETAX> (140,406)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> (140,406)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (140,406)
<EPS-BASIC> (0.004)
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