FORM 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
EXCHANGE ACT
For the transition period from to
Commission file number 0-24610
GOLD CAPITAL CORPORATION
(Exact name of small business issuer as specified in its charter)
COLORADO 84-1251798
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1400 Guinness Tower, 1055 West Hastings Street
Vancouver, B.C. Canada V6E 2E9
(Address of principal executive offices)
(604) 683-3613
(Issuer's telephone number)
(Former name, former address and former fiscal year, if changed
since last report)
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 X No
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
Class Outstanding as of August 14, 1996
Common Stock, $0.0001 par value 5,042,514
GOLD CAPITAL CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Consolidated Balance Sheet
June 30, 1996 (unaudited)
ASSETS
CURRENT ASSETS, Cash $6,417
PROPERTY, PLANT AND EQUIPMENT
Milling, plant and production equipment 7,234,110
Buildings 2,232,963
Vehicles and trailers, net of depreciation 159,226
Property development and mineral claim costs 2,678,448
Subtotal 12,304,747
OTHER ASSETS
Prepaid royalties 527,823
Deposits and organization costs 54,777
Subtotal 582,600
TOTAL $12,893,764
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $396,761
Accounts payable-U.S. Gold Corporation 142,714
Accounts payable-MCM Capital Management Corporation 65,000
Accrued interest-TSVLP 70,063
Note payable-TSVLP, current portion 758,156
Subtotal 1,432,694
ADVANCES PAYABLE-ROYALSTAR RESOURCES 1,850,503
NOTE PAYABLE-TSVLP, LONG-TERM 1,001,920
RECLAMATION RESERVE 1,469,900
MINORITY INTEREST IN JOINT VENTURE 2,435,178
Subtotal 8,190,195
STOCKHOLDERS' EQUITY
Preferred stock $.01 par value; 5,000,000 shares
authorized;300,000 shares issued and outstanding 3,000
Common stock $.0001 par value; 25,000,000 shares
authorized; 5,042,514 shares issued and outstanding 505
Additional paid-in capital 7,690,019
Deficit accumulated during development stage (2,989,955)
Subtotal 4,703,569
TOTAL $12,893,764
See accompanying notes to consolidated financial statements.
GOLD CAPITAL CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statement of Operations for the Three and Six Month
Periods Ended June 30, 1996 and 1995, and December 10, 1993
(inception) to June 30, 1996 (unaudited)
Three Months Ended
June 30, 1996 June 30, 1995
Costs and expenses:
General and administrative $168,927 $206,257
Property maintenance 177,354 0
Write off of mineral claims 0 0
Interest expense, net 68,351 59,469
Net loss $414,632 $265,726
Preferred stock dividend 0 0
Net loss applicable to
common shareholders $414,632 $265,726
Net loss per common share $0.09 $0.10
Weighted average of common
shares outstanding 5,042,514 2,796,115
Consolidated Statement of Operations for the Three and Six Month
Periods Ended June 30, 1996 and 1995, and December 10, 1993
(inception) to June 30, 1996 (unaudited), continued
For the
Period from
December 10,
Six Months Ended 1993 to
June, 30, June 30, June 30,
1996 1995 1996
Costs and expenses:
General and administrative $280,630 $303,265 $1,276,087
Property maintenance 389,426 0 998,850
Write off of mineral claims 0 0 167,077
Interest expense, net 124,709 126,258 547,941
Net loss $794,765 $429,523 $2,989,955
Preferred stock dividend 0 0 517,500
Net loss applicable to
common shareholders $794,765 $429,523 $3,507,455
Net loss per common share $0.16 $0.18
Weighted average of common
shares outstanding 5,042,514 2,448,027
See accompanying notes to consolidated financial statements.
GOLD CAPITAL CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity
From December 10, 1993 (Inception) to June 30, 1996 (unaudited)
Common
Stock Subscribed Preferred Stock
Shares Amount Shares Amount
December 10, 1993
(Inception) - $0 - $0
Issuance of stock to
officers for cash,
December 22, 1993,
$.04 per share - - - -
Issuance of Series A
Convertible Preferred
Stock for mining
properties, at $10.00
per share 300,000 3,000
Common stock
subscribed by officers
and affiliates, $1.00
per share 200,000 20 - -
Balance December 31,
1993 200,000 20 300,000 3,000
Issuance of stock for
cash, $1.00 per share (200,000) (20) - -
Issuance of stock for
cash, $2.00 per share - - - -
Issuance of stock as
dividend on Series A
Convertible Preferred
Stock, $2.11 per share - - - -
Net loss - - - -
Balance, December 31,
1994 0 0 300,000 3,000
Issuance of stock for
cash, $1.00 per share
(net of issuance cost) - - - -
Issuance of stock to
short-term lender,
$1.00 per share - - - -
Exercise of stock
option for cash, $1.00
per share - - - -
Issuance of stock
for legal fees, $1.00
per share - - - -
Issuance of stock as
dividend on Series A
Convertible Preferred
Stock, $1.67 per share - - - -
Net loss
Balance, December 31, 0 0 300,000 3,000
1995
Net loss - - - -
Balance, June 30,
1996 0 $0 $300,000 $3,000
Consolidated Statement of Stockholders' Equity
From December 10, 1993 (Inception) to June 30, 1996
(unaudited), continued
Deficit
Accumulated
Additional During
Common Stock Paid-In Development
Shares Amount Capital Stage
December 10, 1993
(Inception) - $0 $0 $0
Issuance of stock to
officers for cash,
December 22, 1993,
$.04 per share 300,000 30 11,970 -
Issuance of Series A
Convertible Preferred
Stock for mining
properties, at $10.00
per share - - 2,997,000 -
Common stock
subscribed by officers
and affiliates, $1.00
per share - - 199,980 -
Balance December 31,
1993 300,000 30 3,208,950 0
Issuance of stock for
cash, $1.00 per share 1,350,000 135 1,134,285 -
Issuance of stock for
cash, $2.00 per share 248,396 25 483,499 -
Issuance of stock as
dividend on Series A
Convertible Preferred
Stock, $2.11 per share 127,702 13 (13) -
Net loss - - - (556,360)
Balance, December 31,
1994 2,026,098 203 4,826,721 (556,360)
Issuance of stock for
cash, $1.00 per share
(net of issuance cost) 2,776,100 278 2,770,822 -
Issuance of stock to
short-term lender,
$1.00 per share 2,500 - 2,500 -
Exercise of stock
option for cash, $1.00
per share 75,000 8 74,992 -
Issuance of stock
for legal fees, $1.00
per share 15,000 1 14,999 -
Issuance of stock as
dividend on Series A
Convertible Preferred
Stock, $1.67 per share 147,816 15 (15) -
Net loss - - - (1,638,830)
Balance, December 31,
1995 5,042,515 505 7,690,019 (2,195,190)
Net loss - - - (794,765)
Balance, June 30,
1996 5,042,515 $505 $7,690,019 $(2,989,955)
See accompanying notes to consolidated financial statements.
GOLD CAPITAL CORPORATION AND SUBSIDIARY
(A Development Company)
Consolidated Statements of Cash Flows (unaudited)
For the Period from
For the Six Months Ended December 10, 1993
June 30, June 30, (inception) to
1996 1995 June 30, 1996
Cash flows from
operating activities:
Interest income $993 $231 $16,451
Cash paid to suppliers
and employees (849,914) (547,856) (2,571,431)
Cash used in
operating activities (848,921) (547,625) (2,554,980)
Cash flows from
investing activities:
Capital expenditures (300,096) (518,951) (2,196,279)
Sale of Surplus
Equipment, net 0 59,000 630,000
Investment in Argentina
claims 0 (70,789) (167,077)
Cash used in
investing activities (300,096) (530,740) (1,733,356)
Cash flow from
financing activities:
Net advances from
Royalstar 1,336,250 0 1,796,653
Funding of bank overdraft 0 0 (138,000)
Cash received from sale
of common stock 0 2,771,100 4,676,024
Principal payments on
note payable (191,844) (998,080) (2,039,924)
Cash provided by
financing activities 1,144,406 1,773,020 4,294,753
Increase (decrease)
in cash (4,611) 694,655 6,417
Cash, beginning 11,028 36,627 0
Cash, ending $6,417 $731,282 $6,417
Reconciliation of net
loss to cash used in
operating activities:
Net loss $(794,765) $(429,523) $(2,989,955)
Adjustments to reconcile
net loss to net cash
used in operating
activities:
Amortization and
depreciation 8,296 1,673 15,795
Interest expense 123,913 125,648 123,913
Increase (decrease) in
current liabilities
related to operations 293,533 (20,423) 185,377
(Increase) decrease in
other assets,long-term (166,370) (260,932) (581,382)
Increase (decrease) in
liabilities, long-term (313,528) 35,932 691,272
Net cash used in
operating activities $(848,921) $(547,625) $(2,554,980)
See accompanying notes to consolidated financial statements.
GOLD CAPITAL CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements (Unaudited)
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gold Capital Corporation (the "Company") was incorporated under the laws of the
state of Colorado on December 10, 1993 to engage in development of gold mining
projects. The Company's activities have been primarily limited to its
formation, obtaining financing, acquisition of certain interests in mining
properties and management of a mining joint venture.
The balance sheet of the Company as of June 30, 1996 and the results of
operations for the three and six month periods ended June 30, 1996 and 1995,
the cash flows for the six month periods then ended, and period from inception
to June 30, 1996, have not been examined by independent certified public
accountants. However, in the opinion of management, the accompanying unaudited
financial statements contain all necessary adjustments consisting
only of normal accruals in order to make the financial statements not
misleading.
The results of operations for the three and six month periods ended June 30,
1996 and 1995 are not necessarily indicative of the results to be expected for
the full years. These financial statements should be read in conjunction with
the Company's consolidated financial statements of the period ended
December 31, 1995, as these financial statements omit certain information
required by generally accepted accounting principles.
The preparation of the Company's consolidated financial statements in
conformity with generally accepted accounting principles requires the Company's
management to make estimates and assumptions that affect the amounts of assets
and liabilities, the disclosure of contingent assets and liabilities at the
date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
NOTE B - CONTINUED OPERATIONS AND RECOVERABILITY OF MINING
PROPERTIES AND EQUIPMENT
The Company is in the development stage and has not realized any revenues from
its planned operations. The Company does not expect any revenues will be
derived until a significant amount of additional capital is raised for further
development and start-up costs.
The Company's financial statements have been presented on the basis that it is
a going concern which contemplates the realization of assets and liquidation of
liabilities in the ordinary course of business. In connection with its
acquisition and future development of the mining properties discussed above and
in Notes C, D and E, the Company incurred significant obligations and the
Company continues to operate with the forbearance of its
secured debt holder and joint venture partner related to certain technical
events of payment and other defaults under various agreements, which continued
forbearance can not be assured. The Company's continued existence and
recoverability of mining properties and equipment is dependent upon its ability
to raise additional capital or alternative funding, its ability to correct
its technical defaults under various agreements, and ultimately achieve
profitable operations.
The Company's objective is to arrange additional financings. Presently, the
Company is continuing essential operations through unsecured advances from
Royalstar Resources Limited ("Royalstar"), a principal shareholder of the
Company, and a corporation organized and existing under the laws of Canada with
shares publicly traded on the Vancouver Stock Exchange. As of June 30, 1996,
the total advances from Royalstar with accrued interest totalled $1,850,503.
The balance of advances made by Royalstar as of July 31, 1996 was
$1,919,110 including accrued interest. Royalstar has requested and the
Company has approved, conversion of the July 31, 1996 balance of $1,919,110
into 1,919,110 shares of common stock (at a conversion price of $1.00 per
share). These shares are anticipated to be issued to Royalstar no later than
December 31, 1996. Advances accrue interest at a annual rate reflecting the
monthly prime rate as reported in the Wall Street Journal. Royalstar has
indicated to the Company that it intends to continue to make limited advances
to the Company in order to allow the Company to continue essential operations
until alternative sources of funding can be secured. In addition, Royalstar
has indicated potential interest in funding the Company in amounts adequate
to facilitate start-up of the Tonkin Springs operations by equity investment,
subject to access by Royalstar to prerequisite funding. The Company and
Royalstar have not reached any formal commitments nor understandings related
to potential additional equity investments by Royalstar in the Company.
The ability of the Company to continue operations as a going concern is
dependent upon its success in (1) obtaining additional capital; (2) paying its
obligations timely; (3) developing its properties to the commercial production
stage; and (4) ultimately achieving profitable operations. The financial
statements do not include any adjustments which might result from the outcome
of these uncertainties.
NOTE C- MINING PROPERTIES
Tonkin Springs:
On December 31, 1993 (the "Closing"), the Company entered into a Purchase and
Sale Agreement (Purchase Agreement) with Tonkin Springs Venture Limited
Partnership ("TSVLP") whereby the Company acquired a 60% undivided interest in
certain properties and obligations of the Project (the "Properties") located in
Eureka County, Nevada. At closing the Company and TSVLP entered into the
Venture agreement to manage and develop mining operations on the Properties.
The Company acquired its 60% interest in the Properties from TSVLP for a
purchase price and other consideration of approximately $7,830,000
representing the estimated fair market value of the assets. The purchase
price included $200,000 in cash at Closing; delivery of a mortgage note in
the amount of $3.8 million (the "Promissory Note") (see Note E); 300,000
shares of the Company's Series A Preferred Stock ("Preferred Stock") having
an assigned value of $3 million (see Note G) and the assumption of 60
percent of a reclamation obligation recorded at $829,900 (see Note D).
As part of the Purchase and Venture Agreements, the Company agreed to fund 100%
of the holding, development and administrative costs relating to the Properties
up until commencement of commercial production. The Company shall be
reimbursed for expenditures, up to $6 million ("Reimbursable Costs"), from a
preferential portion of cash flows from the operations of the Venture, if
any. Expenditures in excess of $6 million will be considered contributions to
the Venture. Through June 30, 1996, the Company has incurred approximately
$2,983,081 in net Reimbursable Costs.
Until the Company recovers its Reimbursable Costs, the Company will be entitled
to receive 84% of net cash flows of the Venture upon commencement of commercial
production.
After recovery of such costs, the cash flows will be distributed to the Company
based upon its 60% interests in the Venture. In the event that the Company has
advanced any portion of TSVLP's funding obligation after commencement of
commercial production, the Company shall be entitled to receive 92% of the
Venture's net cash flows available for distribution until such advances are
recovered by the Company.
As noted above, the Venture Agreement obligates the Company, among other
things,to fund all holding costs and capital costs of the Tonkin Springs
project until commencement of commercial production, and in addition, the
Venture Agreement requires that vendors be paid when invoices are due and
that the property be keep free of vendor liens. As of June 30, 1996, the
Company is in technical default under the Venture Agreement with specific
regard to balances in arrears owed to vendors, and certain unpaid vendors
could be eligible to file liens against assets of the Properties. While the
Company has not received written notice of default from TSVLP nor is the
Company aware of liens being filed on the assets of the Properties by
vendors, there can be no assurance that written default notice or liens will
not be instituted against the Company or the assets
of the Properties. The Security Agreement with TSVLP related to the Secured
Debt includes provisions requiring the Company to be in compliance with the
Venture Agreement. Therefore, written notice of default or the filing of
liens on assets of the Properties could cause events of default under the
Security Agreement, as well.
NOTE D- RECLAMATION OBLIGATION
The Company agreed to assume a proportionate share of certain obligations of
TSVLP related to the Properties. Included among these obligations is the
estimated cost of the reclamation of the Properties described in Note C. The
total cost is currently estimated at approximately $1.47 million, of which the
Company's 60% share is approximately $829,900.
The total obligation has been reflected in the accompanying consolidated
financial statements of the Company. In order to secure the reclamation of the
Properties, the Federal Bureau of Land Management and the State of Nevada have
required a $1.3 million bond to be provided before mining operations are
commenced. If mining operations at the Properties are commenced, which is
the intent of the Venture, the agencies described above may increase the
bonding requirement due to changes from the present reclamation plan.
The amount required to be paid by the Company for reclamation of the Properties
after mining operations are commenced is not considered to be a reimbursable
expenditure under the Venture Agreement described in Note C.
NOTE E- NOTE PAYABLE
At June 30, 1996, the Company has a $1,760,076 amended note payable (the "Note)
to TSVLP as a result of its purchase of a 60% interest in the Properties
(Note C). The Note is collateralized by the Company's 60% interest in the
Properties and the Venture and accrues interest at a fixed rate of 7.5% on the
unpaid principal balance, with interest payments due at the end of each
calendar year. A portion of the March, 1996, and all of the April, May and
June monthly Note payments were past due at June 30, 1996. The Company's
obligations under the promissory note and certain of the Company's
obligations under the Joint Venture agreement are subject to a Security
Agreement in favor of TSVLP, pursuant to which the Company has granted a
security interest in the assets constituting its interest in the Project.
The Company is continuing operations with the forbearance of TSVLP and
although the Company has not received written notice of default from TSVLP,
the continued failure to satisfy the terms of the promissory note and the
Venture Agreement in the future could, if not cured subsequent to written
notice, cause the Company to forfeit its interest in the Project.
The principal balance of $1,760,076 is payable as follows:
(1) Monthly installments of $50,000 until the Company has raised an
aggregate of $4,000,000 in new financing, or until the Note is paid
in full.
(2) Monthly installments of $75,000 subsequent to the Company raising
an aggregate of $4,000,000 in new financing, including advances
by Royalstar.
The future annual minimum principal payments as of June 30, 1996 are as follows:
1996 $458,156
1997 600,000
1998 600,000
1999 101,920
Total $1,760,076
Note F - ROYALSTAR ADVANCES
Commencing in the fourth quarter of 1995, the Company required additional
funding to maintain its operations and to meet its financial obligations.
Royalstar agreed to fund the cash needs of the Company on a limited basis,
and the Company, in turn, agreed that such advances would bear interest at
an annual rate reflecting the prime rate as published monthly in the Wall
Street Journal commencing January 1, 1996, and further the balance of such
advances and accrued interest, up to $1,500,000, could be converted at the
discretion of Royalstar into common shares of the Company at a price of $1.00
per share or, alternatively, be required to be repaid to Royalstar from
subsequent financings, if any. Royalstar has requested and the Company has
approved, conversion of the July 31, 1996 advance balance of $1,919,110,
including accrued interest, into 1,919,110 shares of common stock at $1.00
per share. These shares are anticipated to be issued to Royalstar no later
than December 31, 1996. As of June 30, 1996, the aggregate net amount of
the unconverted cash advances plus accrued interest was 1,850,503, and are
reflected on the balance sheet as a non-current liability.
Royalstar has also indicated to the Company that Royalstar intends to continue
to make limited advances to the Company in order to allow the Company to
continue in operations until alternative sources of funding can be secured.
In addition, Royalstar has indicated potential interest in funding the Company
in amounts adequate to facilitate start-up of the Tonkin Springs operations
by equity investment, subject to access by Royalstar to prerequisite funding.
The Company and Royalstar have not reached any formal commitments nor
understandings related to potential additional equity investments by Royalstar
in the Company.
NOTE G STOCKHOLDERS' EQUITY
Common Stock:
On March 9, 1995, the Company commenced sale of up to 600,000 shares of common
stock at a price of $1.00 per share under a private placement offering limited
to accredited investors. The shares were offered pursuant to an exemption
from the registration requirements imposed by the Securities Act of 1933, as
amended ("1933 Act"), and applicable state security laws, and accordingly,
may not be resold without registration or an exemption from such
registration. The Company has agreed to register the shares included in
this private placement offering with other shares issued or issuable in the
various transactions entered into effective June 22, 1995, as discussed
further below. Through the termination date of this offering, May 8, 1995,
the Company sold a total of 576,100 shares and received gross proceed of
$576,100 thereunder.
On April 13, 1995, the Company entered into an option agreement with Royalstar
whereby Royalstar purchased, effective June 22, 1995, 2,200,000 shares of common
stock of the Company for an aggregate of $2.2 million (the "Option.")
Concurrent with the Option, Royalstar purchased 300,000 shares of common stock
of the Company under the March 9, 1995 private placement offering discussed
above. Effective June 22, 1995, the Company completed the sale of 2,200,000
shares of its common stock in a private placement to Royalstar pursuant to the
terms of the Option. This private placement was completed pursuant to
Regulation D of the Securities Act of 1933, as amended, and the shares sold in
the transaction were "restricted" within the meaning of the 1933 Act and bore a
restrictive legend. However, the Company undertook to register the shares of
common stock sold to Royalstar. The price per share received by the Company
in the offering was determined in the Option agreement of April 13, 1995
which price represented a discount from the trading price of the Company's
common stock at that time. This transaction resulted in a change in control
of the Company whereby Royalstar acquired voting control of the Company.
Upon the issuance of the 1,919,110 shares to Royalstar no later than December
31, 1996 (see Note F), Royalstar would then own an aggregate of 4,419,110
shares of common stock, representing approximately 63.5% of the presently
issued and outstanding voting stock plus the 1,919,110 shares anticipate
to be issued to Royalstar for conversion of advances. Pending issuance of
any additional stock, this provides Royalstar effective control of the
Company. In addition, Royalstar may also vote additional shares pursuant
to a Shareholder's Agreement with TSVLP discussed below.
Preferred Stock:
As discussed in Note C, the Company issued 300,000 shares of Series A
Preferred Stock having an assigned value of $10 per share, or $3 million, to
TSVLP as part of the purchase price of its 60 percent interest in the
Properties. The Series A Preferred Stock called for cumulative preferred
dividends of 9% per annum payable annually in cash or, at the discretion of
the Company, in common stock of the Company (based upon the average stock
price for the prior year), and, as noted below, the mandatory dividends
stopped accruing effective November 30, 1995. The Company has issued an
aggregate of 275,518 shares of unregistered common stock in satisfaction of
the 1995 and 1994 preferred stock dividend of aggregate $517,500. In
conjunction with the Royalstar private placement effective June 22, 1995,
TSVLP agreed to convert its 300,000 shares of Preferred Stock issued by the
Company into 1,500,000 shares of common stock of the Company subsequent to
November 30, 1995.
Mandatory dividends on the Preferred Stock ceased to accrue as of November 30,
1995. The Company has granted to TSVLP a one time registration right for all
shares of Common Stock then owned by TSVLP at the time of the request for
registration.
NOTE H Related Party Transactions
The Company has an agreement to pay $10,000 per month with a related party,
MCM Capital Management, Inc. (MCM), for secretarial and management services
for the Company in Colorado Springs, Colorado, as well as out-of-pocket
expenses incurred by MCM on behalf of the Company. MCM is a stockholder and
has certain common directors with the Company. As of June 30, 1996, the
Company has accrued $65,000 in payments in arrears under the MCM contract.
The contract expires by its term effective July 31, 1996, unless mutually
extended by the parties.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION, FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
Plan of Operation
Subject to obtaining the necessary future funding, and obtaining necessary
permits in a timely manner, the Company anticipates commencement of operations
at the Tonkin Springs Project within approximately six months after funding
is secured. Pre-operating activities are anticipated to be accelerated upon
the Company obtaining the additional funding.
The Company's plan of operation for the Project entails significant
expenditures before commencement of gold production and receipt of revenue.
Engineering, construction, holding and start-up costs are currently
projected at approximately $8.5 million. The most significant of these
pre-operating costs are construction of the bio-heap leach pad to process
sulfide ore and acquisition of ancillary machinery and equipment.
Additional pre-production expenses include acquisition and installation of
portable crushing equipment and necessary plant modification, as well as
consulting fees for engineering and amendment to various permits necessary
to operate the Project. An independent consultant has been retained to
assist the Company regarding permitting. All of these expenses will need to
be paid from the proceeds of future financings. Various permits must be in
place from various state and Federal agencies before mining can commence.
Although many of these permits are current, some of the more important
require amending prior to commencement of operation. In August, 1995 the
Company received the necessary permits and authorizations to construct the
bio-heap pad. Management does not presently anticipate any special obstacles
to issuance of any of these permits.
During 1996, the Company retained Behre Dolbear & Company, Inc., international
consultants to the mining industry, to perform a technical audit of the
feasibility study for the Tonkin Springs Project incorporating the initial 5
year plan of operations. The scope of the technical audit included i) a site
visit by a three man Behre Dolbear team; ii) review of a series of documents
detailing ore reserves and costs, the design and description of the processing
facilities, the status of environmental permitting, and preliminary financial
evaluation of the project; and iii) discussions with the consultants who had
produced the above documents. The feasibility study incorporated estimates,
projections and assumptions related to various items including ore grade, gold
recovery rates and operating and capital costs. Actual results could differ
from those estimates, projections and assumptions. The audit was completed in
April, 1996, and the Conclusion/Recommendation section of the Executive
Summary of the report estimates that the project, "on a 100 percent basis
and pre-tax, has strong economics and a quick payback of capital." Subject
to the assumptions contained in the report, the Behre Dolbear audit
projected average cash operating costs for the initial 5 years of operations
at $243.43 per ounce of gold and indicates that the project economics and
technical factors indicate the project should proceed to commercial
production. Actual results, however, could differ from these projections.
The feasibility study included an updated estimate of gold ore reserves as
summarized below by operating processes:
Strip Contained
Ore Tons Grade Ratio Ounces
(000's) (OPT)
Sulfide Milling 2,568 0.102 260,900
Sulfide Heap Leaching 3,575 0.045 160,700
Oxide Heap Leaching 3,690 0.036 132,100
Total 9,833 0.056 2.84 553,700
Liquidity and Capital Resources
At June 30, 1996, the Company had negative working capital of approximately
$1,426,277, consisting of current assets of $6,417 and current liabilities of
$1,432,694. A significant component of the Company's current liabilities is
the Company's promissory note to TSVLP which was issued in connection with
the Company's acquisition of its interest in the Tonkin Springs Project on
December 31, 1993. Minimum principal payments required under the
promissory note during the next twelve months total $758,156. The Company
is over 3 months in arrears in minimum note payments under the promissory
note, however, the Company has not received written notice of default
concerning payments in arrears.
The Venture Agreement obligates the Company to fund all holding costs and
capital costs of the Tonkin Springs project until commencement of commercial
production, and in addition, the Venture Agreement requires that vendor
payables be paid when due and that the assets of the property be keep free
of other liens. As of June 30, 1996, the Company is in technical default
under the Venture Agreement with specific regard to past due payments to
certain vendors, and certain unpaid vendors could be eligible to file liens
against assets of the property.
The Company's obligations under the promissory note and certain of the
Company's obligations under the Venture Agreement are subject to a Security
Agreement in favor of TSVLP, pursuant to which the Company has granted a
security interest in the assets constituting its interest in the Project.
While the Company has not received written notice of default under the
Venture Agreement nor the Security Agreement from TSVLP, nor is the Company
aware of any liens being filed on the Tonkin Springs by vendors of the joint
venture, the continued failure of the Company to comply with the terms and
conditions of its contractual obligations could subject the Company to
potential exposures, including possible forfeiture of its interest in the
Project.
Presently, the Company is continuing essential operations through unsecured
advances from Royalstar (the "Advances"). As of July 31, 1996, the balalnce
of such Advances plus accrued interest were $1,919,110. Royalstar has
requested and the Company has approved, conversion of the July 31, 1996
balance of $1,919,110, including accrued interests, into 1,919,110 shares of
common stock of the Company at a conversion price of $1.00 per share. These
shares are anticipated to be issued to Royalstar no later than December 31,
1996. As of June 30, 1996, the balance of advances plus accrued interest
were $1,850,503. These advances bear interest at prime. Royalstar has
indicated to the Company that Royalstar intends to continue to make advances
to the Company on a limited basis in order to allow the Company to continue
in operations until alternative sources of funding can be secured. In
addition, Royalstar has indicated potential interest in funding the Company
in amounts adequate to facilitate start-up of the Tonkin Springs operations
by equity investment, subject to access by Royalstar to prerequisite funding.
In early August, 1996, the Company commenced construction work on the
bio-heap pad. The Company and Royalstar have not reached any formal
commitments nor understandings related to potential additional equity
investments by Royalstar in the Company. However, there can be no assurance
that such funding will be received.
Other than the Royalstar advances, discussed above, the Company has not to
date secured the necessary funding required to meet its current obligations
nor to provide for development costs associated with future obligations and
operations relating to the Venture and other corporate objectives. In order
to pursue its plan of operation, the Company will require additional working
capital significantly in excess of current resources. The Company requires
approximately $8.5 million, primarily to construct the bio-heap leach pad
and otherwise prepare to commence mining and processing of mineralized
material and arranging for reclamation bonding.
In addition to start-up and other capital costs associated with
recommencement of operations at the Project, the Company will require
capital for ongoing operating expenses, debt service, and general and
administrative expenses. Total capital required including recommencement of
operations at the Project, acquisition debt repayment and working capital
needs total approximately $9 million. The ability of the Company to
continue operations as a going concern is dependent upon its success in (1)
obtaining additional capital; (2) paying its obligations timely;
(3) developing its properties to the commercial production stage;
and (4) ultimately achieving profitable operations. The financial statements
do not include any adjustments which might result from the outcome of these
uncertainties.
In order to address these uncertainties and implement the Company's business
plan, management has focused considerable time and effort in investigating
sources of additional capital. During the latter half of 1995 and first half
of 1996, representatives of the Company met with various financing sources to
discuss proposed commencement of operations at the Tonkin Springs Project.
Potential financing sources include investment banking firms,institutional
lenders, industry participants and private individuals. Although the
response to the Company's inquiries have been generally favorable, no
specific arrangements for financing have been concluded to date. The
Company believes that the Behre Dolbear audit in early 1996 will facilitate
efforts to obtain additional financing. However, there can be no assurance
that such financing can be obtained.
Under the Mining Venture Agreement, the Company is responsible for funding
all holding, administrative, development and other costs associated with the
Venture until commercial production is achieved. The Company is entitled to
recoup such costs, up to a maximum of $6 million, from a preferential
distribution of net cash flows from the Project (the "Recoupable Costs"),
entitling the Company to receive 84% of net cash flows, if any, of the
Venture. Through June 30, 1996, the Company has advanced approximately
$2,983,081 of net Recoupable Costs to the Venture. After recovery of
Recoupable Costs, the cash flows will be distributed to the Company and
TSVLP in proportion to their interests in the Venture. In the event that
the Company has advanced any portion of TSVLP's funding obligation after
commencement of commercial production, the Company
shall be entitled to receive 92% of the net cash flows available for
distribution until such advances are recovered by the Company.
The Company's only current sources of capital are cash on hand, and advances
from Royalstar as discussed above, as well as other possible equity offerings,
short-term and/or project debt financings, as well as anticipated cash from
future operations and possible receipt of proceeds from the exercise of the
Company's options and warrants.
Results of Operations
For the six month period ended June 30, 1996, the Company recorded a net loss
of $794,765 or $(0.16) per share, compared to a net loss of $429,523 or $0.18
per share for the corresponding six month period of 1995. The Company had no
operating revenues as the Tonkin Springs Properties are not in production.
General and administrative expenses totaled $280,630 for the 1996 period
compared with $303,265 in 1995, reflecting lower costs associated with home
office overhead and investor relations activities. Interest expense for
the 1996 period totaled $125,702, including $71,853 related to the TSVLP
Promissory Note and $53,850 for the Royalstar Advances, compared to 126,258
in 1995 primarily representing interest on the Promissory Note. During the
fourth quarter of 1995, the Company recognized $609,424 in property
maintenance costs at the Tonkin Springs Project for all of 1995 since the
project was in development upon the feasibility study completed in January,
1995. During the six months ended June 30, 1996, $389,426 in property
maintenance costs at the Tonkin Springs Project were expensed. Since
inception (December 10, 1993), the Company has incurred $2,989,955 in losses.
For the three month period ended June 30, 1996, the Company incurred a net loss
of $414,632 or $0.09 per share, while in the corresponding period of 1995, the
net loss totalled $265,726 or $0.10 per share. The 1996 period included
property maintenance costs of $177,354.
The Company was also credited with approximately $449,523 of Tonkin Springs net
Recoupable Costs for the six months ended June 30, 1996 bringing the balance
of net Recoupable Costs total approximately $2,983,081 as of that date. The
Company anticipates that it will continue to incur losses until such time, if
ever, that it obtains sufficient working capital to commence operations of
the Tonkin Springs Properties. Net cash used in operations amounted to
$848,921 for the six month period ended June 30, 1996, compared to $547,625
for the same period of 1995, reflecting primarily, increased activities at
the Tonkin Springs Project offset, in part, by lower amounts of corporate
overhead.
Other
The preparation of the Company's consolidated financial statements in
conformity with generally accepted accounting principles requires the
Company's management to make estimates and assumptions that affect the
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Certain statements in this report which relate to the Company's plans,
objectives or future performance may be deemed to be forward-looking
statements within the meaning of the Private Securities Litigation Reform
Act of 1995. Such statements are based on current expectations of management.
Actual strategies and results may differ materially from those currently
expected because of various risks and uncertainties. This report should be
read in conjunction with the Company's annual report on Form 10-KSB filed
with the Securities and Exchange Commission for the year ended December 31,
1995.
PART II
1. No report required.
2. No report required.
3. No report required.
4. No report required.
5. No report required.
6.a Exhibit 11 - Statement of Computation of Weighted Average
Shares Outstanding.
6.b Reports on Form 8-K. None.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the
Company caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
GOLD CAPITAL CORPORATION
August 14, 1996 By /s/ John Young
John Young, President, Chief Executive Officer and
Chief Financial Officer
EXHIBIT 11
GOLD CAPITAL CORPORATION
EXHIBIT TO FORM 10-QSB
Computation of Weighted Average Shares Outstanding
Used in Earnings Per Share Calculations
for the three and six month periods ended June 30, 1996 and 1995
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
1996 1995 1996 1995
Shares issued at
beginning of period 5,042,514 2,228,931 5,042,514 2,026,098
Weighted average shares-
Issued in exchange
for legal work 0 0 0 13,923
Issued for cash 0 567,184 0 408,006
Total weighted average
shares outstanding 5,042,514 2,796,115 5,042,514 2,448,027
Fully diluted computation not made as effect would be antidilutive
in all periods.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE 6/30/96 FORM
10-QSB AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-QSB.
</LEGEND>
<CIK> 0000919626
<NAME> GOLD CAPITAL CORP
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 6,417
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 12,304,747
<DEPRECIATION> 0
<TOTAL-ASSETS> 12,893,764
<CURRENT-LIABILITIES> 1,432,694
<BONDS> 0
0
3,000
<COMMON> 505
<OTHER-SE> 4,700,064
<TOTAL-LIABILITY-AND-EQUITY> 12,893,764
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 280,630
<OTHER-EXPENSES> 389,426
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 124,709
<INCOME-PRETAX> (794,765)
<INCOME-TAX> 0
<INCOME-CONTINUING> (794,765)
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<NET-INCOME> (794,765)
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