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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 20, 1998
ICHOR CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
(State of Incorporation)
000-25132 25-1741849
(Commission File Number) (I.R.S. Employer Identification No.)
Suite 1250, 400 Burrard Street, Vancouver, British Columbia V6C 3A6
(Address of principal executive offices, including postal code)
(604) 683-5767
(Registrant's telephone number, including area code)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements:
1. Auditors' Report to the Shareholders of Nazca Holdings Ltd. dated August
10, 1999.
2. Group Profit & Loss Account of Nazca Holdings Ltd. for the Year Ended
December 31, 1998 (audited).
3. Group Balance Sheet of Nazca Holdings Ltd. at December 31, 1998
(audited).
4. Company Profit & Loss Account of Nazca Holdings Ltd. for the Year Ended
December 31, 1998 (audited).
5. Company Balance Sheet of Nazca Holdings Ltd. at December 31, 1998
(audited).
6. Notes to Audited Financial Statements of Nazca Holdings Ltd. for the Year
Ended December 31, 1998.
7. Group Profit & Loss Account of Nazca Holdings Ltd. for the Six Months
Ended June 30, 1999 (unaudited).
8. Group Balance Sheet of Nazca Holdings Ltd. at June 30, 1999 (unaudited).
9. Ichor Corporation and Subsidiary Consolidated Balance Sheet at June 30,
1999. Incorporated by reference from Ichor Corporation's Form 10-Q for
the period ended June 30, 1999.
(b) Pro Forma Financial Information:
1. Ichor Corporation and Subsidiary Pro Forma Consolidated Statements of
Operations for the Six Months Ended June 30, 1999.
2. Ichor Corporation and Subsidiary Pro Forma Consolidated Statements of
Operations for the Year Ended December 31, 1998.
3. Ichor Corporation and Subsidiary Note to Pro Forma Consolidated Financial
Statements.
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(c) Exhibits:
Exhibit
Number Description
- ------- -----------
20.1 Ichor Corporation and Subsidiary Consolidated Balance Sheets
at June 30, 1999.
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NAZCA HOLDINGS LTD.
AUDITORS' REPORT TO THE SHAREHOLDERS OF
NAZCA HOLDINGS LTD.
We have audited the financial statements on pages 2 to 6 which have been
prepared under the historical cost convention and the accounting policies set
out on page 6.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
The company's directors are responsible for the preparation of the financial
statements. It is our responsibility to form an independent opinion, based on
our audit, on those statements and to report our opinion to you.
BASIS OF OPINION
We conducted our audit in accordance with generally accepted auditing
standards. An audit includes examination, on a test basis, of evidence
relevant to the amounts and disclosures in the financial statements. It also
includes an assessment of the significant estimates and judgements made by the
directors in the preparation of the financial statements, and of whether the
accounting policies are appropriate to the group's circumstances, consistently
applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
OPINION
In our opinion the financial statements give a true and fair view of the state
of the group's and company's affairs as at 31st December 1998 and of the
group's and company's results for the year then ended and have been properly
prepared in accordance with generally accepted accounting principles.
/s/ Moore Stephens
MOORE STEPHENS,
Registered Auditors,
Chartered Accountants,
Pride Hill House,
23, St. Mary's Street,
Shrewsbury,
Shropshire,
SY1 1ED
England.
Dated: 10th August, 1999.
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NAZCA HOLDINGS LTD.
GROUP PROFIT & LOSS ACCOUNT
For the year to 31st December 1998
Expressed in U.S. dollars
<TABLE>
<CAPTION>
Year to 9 months to
December 1998 December 1997
------------------- --------------------
<S> <C> <C> <C> <C>
Income
- ------
Consultancy - 21,854
Expenses
- --------
Directors' fees (Nazca Holdings Ltd.) 36,000 54,000
Directors' fees (Nazca S.A.) 15,000 22,500
Employee salaries and benefits 140,655 29,634
Legal and accounting fees 32,976 24,118
Administration and general expenses 57,599 11,326
Asset depreciation charge 1,000 46
Bank interest and charges payable - (88)
Loan interest payable 16,402 21,131
--------- ---------
(299,632) (162,667)
--------- ---------
DEFICIT FOR THE YEAR (299,632) (140,813)
Accumulated deficits brought forward (322,779) (181,966)
--------- ---------
ACCUMULATED DEFICITS CARRIED FORWARD USD (622,411) USD (322,779)
========= =========
</TABLE>
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NAZCA HOLDINGS LTD.
GROUP BALANCE SHEET
At 31st December 1998
Expressed in U.S. dollars
<TABLE>
<CAPTION>
1998 1997
------------------ -------------------
<S> <C> <C> <C> <C>
Fixed Assets
- ------------
Office equipment 8,385 166
Database 140,000 140,000
Concession development
direct expenditure 835,430 465,758
--------- ---------
983,815 605,924
Current Assets
- --------------
Tax debtors 22,492 1,776
Employee advances 456 -
Cash at bank and in hand 5,791 10,006
--------- ---------
28,739 11,782
--------- ---------
Creditors
Amounts Falling Due Within One Year
- -----------------------------------
Amount due to equity shareholder 49,985 231,809
Amount due to Ichor 175,000 -
Amount due to WMC Inc. 60,229 181,274
Amount due to WMC Chile 49,130 -
Amount due to Water Management Ltd. 5,275 5,275
Tax creditors 5,002 8,142
Amounts due to employees 78,203 -
Accrued expenses 133,120 263,985
--------- ---------
555,944 690,485
--------- ---------
NET CURRENT LIABILITIES (527,205) (678,703)
--------- ---------
NET ASSETS USD 456,610 USD (72,779)
========= =========
Capital and Reserves
- --------------------
Equity share capital 1,079,021 250,000
Accumulated deficits (622,411) (322,779)
--------- ---------
EQUITY SHAREHOLDERS' FUNDS USD 456,610 USD (72,779)
========= =========
</TABLE>
These financial statements were approved by the directors on 10/8/99.
Director
/s/ Frits Reidel
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NAZCA HOLDINGS LTD.
COMPANY PROFIT & LOSS ACCOUNT
For the year to 31st December 1998
Expressed in U.S. dollars
<TABLE>
<CAPTION>
Year to 9 months to
December 1998 December 1997
------------------- -------------------
<S> <C> <C> <C> <C>
Income
- ------
Consultancy - 21,854
Expenses
- --------
Contribution to Nazca S.A. 409,657 118,644
Directors' fees 36,000 54,000
Formation and secretarial fees 2,284 1,112
Accounting and consulting fees 4,000 3,573
Bank interest and charges payable - (88)
Loan interest payable 16,402 21,131
--------- ---------
(468,343) (198,372)
--------- ---------
DEFICIT FOR THE YEAR (468,343) (176,518)
Accumulated deficits brought forward (443,038) (266,520)
--------- ---------
ACCUMULATED DEFICITS CARRIED FORWARD USD (911,381) USD (443,038)
========= =========
</TABLE>
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NAZCA HOLDINGS LTD.
COMPANY BALANCE SHEET
At 31st December 1998
Expressed in U.S. dollars
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Fixed Assets
- ------------
Database 140,000 140,000
Shares in Nazca S.A. 10,000 10,000
Concession development direct expenditure 286,951 233,793
---------- ----------
436,951 383,793
Other Long-Term Assets
- ----------------------
Amount due from Nazca S.A. - -
---------- ----------
436,951 383,793
---------- ----------
Creditors
Amounts Falling Due Within One Year
- -----------------------------------
Amount due to equity shareholder 49,985 231,809
Amount due to Ichor 175,000 -
Amount due to WMC Inc. 8,578 181,274
Amount due to Water Management Ltd. 5,275 5,275
Accrued expenses 30,473 158,473
---------- ----------
(269,311) (576,831)
---------- ----------
NET ASSETS USD 167,640 USD (193,038)
========== ==========
Capital and Reserves
- --------------------
Equity share capital 1,079,021 250,000
Accumulated deficits (911,381) (443,038)
---------- ----------
EQUITY SHAREHOLDERS' FUNDS USD 167,640 USD (193,038)
========== ==========
</TABLE>
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NAZCA HOLDINGS LTD.
NOTES TO THE FINANCIAL STATEMENTS
For the year to 31st December 1998
1. PRINCIPAL ACCOUNTING POLICIES
i) BASIS OF ACCOUNTING
The financial statements have been prepared under the historical
cost convention. The accounts have been prepared in accordance
with generally accepted accounting principles.
ii) BASIS OF CONSOLIDATION
The consolidated financial statements include the audited financial
statements of the company and its wholly-owned subsidiary company
Nazca S.A.
iii) FIXED ASSETS
Office equipment is stated at cost less accumulated depreciation.
Depreciation is computed to write down the cost over the
estimated useful lives of the assets.
The investment in the database is stated at cost.
The company's investment in shares in its subsidiary company
is stated at cost.
Concession development direct expenditure is stated at cost.
Amortisation will be computed to write down the cost over the
estimated economic lives of the concessions, as soon as supply is
commenced.
2. SUBSIDIARY COMPANY
Nazca S.A. is a development stage enterprise incorporated in Chile
in November 1995 with the objective of exploring, developing
and exploiting natural resources. It started water exploration activities
in early 1996 in the northern regions of Chile where it owns several
exploration concessions. The company keeps its accounting records
in Chilean currency, and its financial statements have first been
converted to generally accepted accounting principles and then translated
into U.S. dollars.
3. FUTURE OPERATIONS AND FINANCING
Further equity financing is expected to be completed shortly. This
financing will be used for further Phase 2 development work including
exploration for, and proving of, natural resources from a number of
concessions that the subsidiary company controls in northern Chile,
over the next three years.
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NAZCA HOLDINGS LTD.
GROUP PROFIT & LOSS ACCOUNT
For Six Months Ended June 30, 1999
Unaudited
(Expressed in U.S. dollars)
<TABLE>
<CAPTION>
<S> <C>
Expenses
Payroll and social costs 65,479
Accounting and consulting 30,259
General and administrative expenses 136,758
Asset depreciation charge 500
Exploration expenses 81,027
----------
Loss for the year 314,023
Accumulated deficit brought forward 622,411
----------
Accumulated deficit carried forward USD 936,434
==========
</TABLE>
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NAZCA HOLDINGS LTD.
GROUP BALANCE SHEET
Unaudited
(Expressed in U.S. dollars)
<TABLE>
<CAPTION>
June 30 December 31
1999 1998
--------------------- ---------------------
<S> <C> <C> <C> <C>
Fixed assets
Office equipment 7,885 8,385
Database 140,000 140,000
Concession development 835,430 835,430
---------- ----------
983,315 983,815
Current assets
Tax debtors 23,703 22,492
Employee advances 456 456
Cash and bank 15,487 5,791
---------- ----------
39,646 28,739
Creditors
Amounts falling due within one year
Amount due to shareholders 252,674 128,188
Amount due to affiliates 371,900 175,000
Amount due to WMC 104,354 114,634
Tax creditors 5,002 5,002
Accrued expenses 146,444 133,120
---------- ----------
880,374 555,944
---------- ----------
Net current liabilities (840,728) (527,205)
---------- ----------
Net assets USD 142,587 USD 456,610
========== ==========
Share capital 1,079,021 1,079,021
Accumulated deficits (936,434) (622,411)
---------- ----------
Equity shareholders' funds USD 142,587 USD 456,610
========== ==========
</TABLE>
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ICHOR CORPORATION AND SUBSIDIARY
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
For Six Months Ended June 30, 1999
(in thousands of dollars, except for per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Historical Adjustments Pro Forma
---------- ----------- ---------
<S> <C> <C> <C>
Revenues
Interest 89 89
Other 30 30
---------- ---------
119 119
Cost and expenses
General and administrative 132 233 365
---------- ---------
132 365
---------- ---------
Loss before minority interest (13) (246)
Minority interest - 30 30
---------- ---------
Net loss USD (13) USD (216)
========== =========
Basic loss per common share USD (0.03) USD (0.07)
========== =========
</TABLE>
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ICHOR CORPORATION AND SUBSIDIARY
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
For Year Ended December 31, 1998
(in thousands of dollars, except for per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Historical Adjustments Pro Forma
---------- ----------- ---------
<S> <C> <C> <C>
Revenues
Fees 144 144
Interest 92 92
Gain on disposal of a subsidiary 437 437
Other 8 8
---------- ---------
681 681
Cost and expenses
General and administrative 497 283 780
Interest 102 16 118
Litigation settlement 260 260
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859 1,158
---------- ---------
Loss before minority interest (178) (477)
Minority interest - 39 39
---------- ---------
Net loss USD (178) USD (438)
========== =========
Basic loss per common share USD (0.08) USD (0.13)
========== =========
</TABLE>
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NAZCA HOLDINGS LTD.
NOTE TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ACQUISITIONS
In October 1998, the Corporation entered into an agreement to acquire all of
the issued and outstanding shares of common stock of Nazca Holdings Ltd.
("Nazca"). Under a revised agreement entered into with the majority
shareholders of Nazca in July 1999, the original purchase agreement was
replaced and the Corporation acquired approximately 87% of the issued and
outstanding shares of common stock of Nazca effective June 30, 1999.
The pro forma consolidated financial statements included herein were prepared
assuming that the acquisition took place on January 1, 1999 and January 1,
1998, respectively, and management believes that these pro forma results may
not be indicative of the results from future operations.
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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, thereunto duly authorized.
ICHOR CORPORATION
By: /s/ Michael J. Smith
-------------------------
Michael J. Smith
President
Date: September 27, 1999
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ICHOR CORPORATION
FORM 8-K/A
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
20.1 Ichor Corporation and Subsidiary Consolidated Balance Sheets
at June 30, 1999.
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ICHOR CORPORATION
Consolidated Balance Sheets
(Unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
June 30, 1999 December 31, 1998
------------- -----------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 667 $ 50
Accounts receivable, net 543 560
Notes receivable 1,400 2,080
Advances to affiliates 587 540
Other assets - 51
------------ ------------
Total current assets 3,197 3,281
------------ ------------
Office Equipment 8 -
Resource Property 852 -
------------ ------------
$ 4,057 $ 3,281
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and other liabilities $ 818 $ 8
Advance from an affiliate 1,092 1,132
------------ ------------
Total current liabilities 1,910 1,140
Minority Interest 19 -
Shareholders' Equity
Preferred stock 5 5
Common stock 50 50
Additional paid-in capital on
preferred stock 4,400 4,400
Additional paid-in capital on
common stock 5,743 5,743
Retained deficit (7,999) (7,986)
------------ ------------
2,199 2,212
Less cost of shares of common stock
held in treasury (71) (71)
------------ ------------
Total equity 2,128 2,141
------------ ------------
$ 4,057 $ 3,281
============ ============
</TABLE>
