<PAGE> 1
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule l3a- 16 OR 15d- 16 of
the Securities Exchange Act of 1934
For the month of August, 1996
VENTURE PACIFIC DEVELOPMENT CORPORATION
(Translation of registrant's name into English)
Suite 1204 - 700 West Pender Street, Vancouver, British Columbia, CANADA V6C 1G8
(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
[Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes [ ] No [X]
[If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule l2g3-2(b): 82-
<PAGE> 2
VENTURE PACIFIC DEVELOPMENT CORPORATION
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
VENTURE PACIFIC DEVELOPMENT CORPORATION
(A DEVELOPMENTAL STAGE COMPANY)
REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
AS AT JUNE 30, 1996
<PAGE> 3
[PROVINCE OF BRITISH COLUMBIA Logo]
BRITISH COLUMBIA SECURITIES COMMISSION
QUARTERLY REPORT
FORM 61
INSTRUCTIONS
This report is to be filed by Exchange Issuers within 60 days of the end of
their first, second and third fiscal quarters and within 140 days of the end of
their fourth fiscal quarter. Three schedules (typed) are to be attached to this
report as follows:
SCHEDULE A: FINANCIAL INFORMATION
Financial information prepared in accordance with generally accepted accounting
principles for the fiscal year-to-date, with comparative information for the
corresponding period of the preceding fiscal year. This financial information
should consist of the following:
For the first, second and third fiscal quarters:
An interim financial report presented in accordance with Section 1750 of the
C.I.C.A. Handbook. This should include a summary income statement (or a
statement of deferred costs) and a statement of changes in financial position.
A summary balance sheet is also to be provided.
For the fourth fiscal quarter (year end):
Annual audited financial statements.
SCHEDULE B: SUPPLEMENTARY INFORMATION
The supplementary information set out below is to be provided when not included
in Schedule A.
1. For the current fiscal year-to-date:
Breakdown, by major category, of those expenditures and costs
which are included in the deferred costs, exploration and
development expenses, cost of sales or general and
administrative expenses set out in Schedule A. State the
aggregate amount of expenditures made to parties not at arm's
length from the issuer.
2. For the quarter under review:
(a) Summary of securities issued during the period, including
date of issue, type of security (common shares, convertible
debentures, etc.), type of issue (private placement, public
offering, exercise of warrants, etc.) number, price, total
proceeds, type of consideration (cash, property, etc.) and
commission paid.
(b) Summary of options granted, including date, number, name of
optionee, exercise price and expiry date.
3. As at the end of the quarter:
(a) Particulars of authorized capital and summary of shares
issued and outstanding.
(b) Summary of options, warrants and convertible securities
outstanding, including number or amount, exercise or conversion
price and expiry dates.
(c) Total number of shares in escrow or subject to a pooling
agreement.
(d) List of directors.
SCHEDULE C: MANAGEMENT DISCUSSION
Review of operations in the quarter under review and up to the date of this
report, including brief details of any significant event or transaction which
occurred during the period. The following list can be used as a guide but is
not exhaustive:
Acquisition or abandonment of resource properties, acquisition of fixed
assets, financings and use of proceeds, management changes, material
contracts, transactions with related parties, legal proceedings,
contingent liabilities, default under debt or other contractual
obligations, special resolutions passed by shareholders.
- -------------------------------------------------------------------------------
ISSUER DETAILS
NAME OF ISSUER
VENTURE PACIFIC DEVELOPMENT CORPORATION
ISSUER TELEPHONE NO.
604-687-4588
FOR QUARTER ENDED
JUNE 30/96
DATE OF REPORT
Y M D
96 06 30
ISSUER'S ADDRESS
SUIT 1204-700 WEST PENDER STREET
PROVINCE
VANCOUVER
POSTAL CODE
V6C1G
CONTACT PERSON
FAISAL SALEH
CONTACTS POSITION
CONTROLLER
CONTACT TELEPHONE NO.
687-4588
- -------------------------------------------------------------------------------
CERTIFICATE
The three schedules required to complete this Quarterly Report are attached and
the disclosure contained therein has been approved by the Board of Directors. A
copy of this Quarterly Report will be provided to any shareholder who requests
it.
- -------------------------------------------------------------------------------
DIRECTOR'S SIGNATURE
/s/ Ronald W. Downey
PRINT FULL NAME
RONALD W. DOWNEY
DATE SIGNED
Y M D
DIRECTOR'S SIGNATURE
/s/ Denis Beneteau
PRINT FULL NAME
DENIS BENETEAU
DATE SIGNED
Y M D
<PAGE> 4
VENTURE PACIFIC DEVELOPMENT CORPORATION
(INCORPORATED UNDER THE COMPANY ACT OF BRITISH COLUMBIA)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
AS AT JUNE 30
-----------
(EXPRESSED IN CANADIAN DOLLARS)
<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
ASSETS
CURRENT
Cash and term deposits $ 666,348 962,970
Accounts receivable 153,812 42,644
Inventory 20,308 18,323
Prepaid expenses and deposits 27,269 17,680
----------- -----------
867,737 1,041,617
Property held for development (Note 2) 1,803,060 1,753,231
Fixed assets (Note 3) 366,548 363,242
Deferred land development costs (Note 4) 1,501,664 129,997
Deferred gaming facility development costs (Note 5) 716,627 669,544
----------- -----------
$ 5,255,636 $ 3,957,631
=========== ===========
LIABILITIES
CURRENT
Accounts payable $ 392,382 $ 67,965
Deferred revenue 0 0
Deferred portion of mortgage payable (Note 7) 726 889
----------- -----------
393,108 68,854
Mortgage payable (Note 7) 115,558 116,284
----------- -----------
508,666 185,138
----------- -----------
SHAREHOLDERS' EQUITY
Capital stock (Note 8) 7,264,692 6,187,292
Deficit (2,517,722) (2,414,799)
----------- -----------
4,746,970 3,772,493
----------- -----------
$ 5,255,636 $ 3,957,631
=========== ===========
</TABLE>
<PAGE> 5
VENTURE PACIFIC DEVELOPMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF (LOSS) INCOME AND DEFICIT
-----------
(EXPRESSED IN CANADIAN DOLLARS)
<TABLE>
<CAPTION>
Years ended June 30
----------------------
1996 1995
-------- --------
<S> <C> <C>
REVENUE
Interest $ 11,901 $ 5,000
Joint venture income (excluding depreciation)
(Note 6) 49,267 46,651
Other 23,600 20,550
-------- --------
84,768 72,201
-------- --------
EXPENSES
Audit and accounting 1,000 -
Administration fee - -
Bad debts - -
Bank charges 433 298
Consulting 12,354 -
Depreciation 6,623 11,336
Directors fees 2,140 1,500
Filing fees 14,823 565
Interest on mortgage payable 2,852 2,873
Legal fees 46,613 (2,224)
Office 13,609 15,559
Rent 8,416 11,199
Abandoned acquisition costs - -
Shareholder information 178 (175)
Transfer agent fees 584 651
Travel and promotion 6,131 12,115
Wages and benefits 37,041 63,857
-------- --------
152,798 117,554
-------- --------
(LOSS) BEFORE UNDERNOTED ITEMS (68,030) (45,353)
Gain on disposal of property
held for development, net - -
Gain on disposition of assets (note 3) - -
Write-off of investments - -
Write-off of resource property - -
-------- --------
NET (LOSS) INCOME FOR THE PERIOD (68,030) (45,353)
======== ========
</TABLE>
<PAGE> 6
VENTURE PACIFIC DEVELOPMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL POSITION
---
(EXPRESSED IN CANADIAN DOLLARS)
<TABLE>
<CAPTION>
YEARS ENDED JUNE 30
-----------------------
1996 1995
-------- -------
<S> <C> <C>
OPERATING ACTIVITIES
Net (loss) income for the period $ (68,030) $ (45,353)
Items not involving cash
Deferred revenue -- --
Depreciation 6,623 11,336
Gain on disposition of property
held for development, net -- --
Write-off of investments -- --
Write-off of resource property -- --
Gain on disposition of assets -- --
---------- ---------
(61,407) (34,017)
Changes in non-cash operating
working capital (5,472) 982,614
---------- ---------
(66,879) 948,597
---------- ---------
FINANCING ACTIVITIES
Issuance of common shares (net) -- 29,000
Proceeds of loans and mortgages -- --
Repayment of loans and mortgage -- (154)
---------- ---------
-- 28,846
---------- ---------
INVESTING ACTIVITIES
Purchase of fixed assets (25,044) (14,965)
Expenditures on property held
for development, net (30,044) --
Expenditures on resource property -- --
Purchase of investment -- --
Proceeds on disposal of property -- --
Investment in and advances to Venture Pacific
Airways Ltd. net of payable -- --
Casino development costs, net (12,179) (65,596)
Expenditures on land development (468,597) (45,961)
Proceeds of disposition of assets -- --
Repayment of note receivable -- --
---------- ---------
(535,863) (126,522)
---------- ---------
Increase (decrease) in cash and term deposits (602,742) 840,421
Cash and term deposits at beginning of period 1,269,089 122,549
---------- ---------
CASH AND TERM DEPOSITS AT END OF PERIOD $ 666,347 $ 962,970
========== =========
</TABLE>
<PAGE> 7
VENTURE PACIFIC DEVELOPMENT CORPORATION
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Venture Pacific Development Corporation (the "Company"), is a public company
which was incorporated on March 18, 1986 under the Company Act of British
Columbia. Its shares are traded on the Senior Board of the Vancouver Stock
Exchange and on the Non NASDAQ Over the Counter quotation system. The Company
is a development stage of enterprise primarily involved in developing real
estate properties and reviewing the viability of developing gaming facilities
for various First Nation Indian Bands in Canada.
1. Significant accounting polices
a. Basis of presentation
These financial statements have been prepared in accordance with
Canadian generally accepted accounting principles which differ in some
respects from those in the United States as outlined in Note 13.
b. Basis of consolidation
These consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. The Company's 50% interest
in the Pemberton Junction Store Joint Venture (Note 6) is accounted for
on the proportionate consolidation basis, whereby the consolidated
accounts include 50% of the assets, liabilities and results of
operations of the joint venture. All inter-company transactions have
been eliminated.
c. Property held for development
Property held for development is carried at the lower of cost and
estimated recoverable value. The Company capitalizes all direct costs
relating to properties held for future development. In addition, certain
indirect costs including financing costs and property taxes are
capitalized. To the extent that costs are determined to exceed estimated
recoverable value they will be written down accordingly.
d. Fixed assets
Fixed assets are recorded at cost. Depreciation has been calculated using
the declining-balance method based on annual rates as follows:
Building 4%
Store fixtures and equipment 20%
Office furniture 20%
Computer equipment 30%
e. Inventory
Inventory is valued at lower of cost and net realizable value.
<PAGE> 8
VENTURE PACIFIC DEVELOPMENT CORPORATION
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
1. Significant accounting policies (continued)
f. Deferred gaming facility costs
Gaming facility costs are recorded at cost and are deferred in
the accounts. The recoverability of amounts shown for deferred
gaming facility costs is dependent upon obtaining the required
agreements and necessary financing to complete the proposed
developments in Canada and the United States. Upon the
development of a gaming facility and the commencement of
operation these costs will be amortized. When deferred costs
exceed estimated net realizable value they will be written down
to estimated value. Costs relating to projects abandoned are
written off when the decision to abandon is made.
g. Cash and cash equivalents
The Company considers cash on hand, deposits in banks, and
highly liquid investments with an original maturity of three
months or less as cash and term deposits.
h. Statement of Financial Accounting Standards-No 121
The Company has formulated a policy to adopt the recommendations
of Statement of Accounting Standards No 121. Accounting for the
Impairment of Long Lived Assets and for Long Lived Assets to be
Disposed of. The Company reviews the appropriateness of the
carrying value of property held for development on a periodical
basis. The Company estimates fair market value of property held
for development by reference to current transactions of similar
properties and conditions of specific real estate markets. In
circumstances where the fair market value, less disposal costs,
is exceeded by current carrying value, the Company provides for
the indicated impairment. The results of the most recent review
indicated that no impairment was required.
2. Property held for development
The Company capitalized property taxes and other costs, net of
incidental revenue, to property held for development (for the three
months ended June 30, 1996) as follows:
<TABLE>
<CAPTION>
As at June 30
1996
----
<S> <C>
Property taxes............................... $21,685
Other costs.................................. 8,716
Less: incidental revenue..................... (3,000)
-------
$27,401
</TABLE> -------
<PAGE> 9
VENTURE PACIFIC DEVELOPMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
3. Fixed assets (including 50% of the "PJSJV" fixed assets)
<TABLE>
<CAPTION>
Net Book Value
--------------
Accumulated June
Cost depreciation 1996
---- ------------ ----
<S> <C> <C> <C>
Land $ 38,753 $ - $ 38,753
Building 302,412 41,845 260,567
Store fixtures and equipment 78,419 33,956 44,463
Office furniture 17,475 6,831 10,644
Computer equipment 17,944 5,824 12,120
-------- ------ --------
$455,003 $88,456 $366,547
</TABLE>
4. Deferred land development cost
<TABLE>
<CAPTION>
As at June 30
-------------
1996
----
<S> <C>
Legal $ 24,094
Administration and consulting 220,716
Architectural and engineering 1,256,226
Other 628
----------
$1,501,664
----------
</TABLE>
5. Deferred gaming facility development costs
<TABLE>
<CAPTION>
As at June 30
-------------
1996
----
<S> <C>
Consulting and Administration $368,791
Legal 222,965
Travel 101,689
Other 23,182
--------
$716,627
--------
</TABLE>
6. Investment in joint venture
Effective November 1, 1992, the Company and the purchaser of the fixed
assets contributed the fixed assets and an initial contribution of $19,500
each to the Pemberton Junction Store Joint Venture ("PJSJV"). Each of the
ventures has a 50% interest. The joint venture agreement provides for the
other venturer to be the operator for a management fee of $50,000 per annum.
The PJSJV operates a gas station and convenience store in Pemberton, British
Columbia.
<PAGE> 10
VENTURE PACIFIC DEVELOPMENT CORPORATION
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
6. Investment in joint venture (continued)
The Company has proportionately consolidated in its accounts the
following in respect of its joint venture:
<TABLE>
<CAPTION>
As at June 30
-------------
1996 1995
---- ----
<S> <C> <C>
Current assets $110,967 $ 77,077
Long term assets 404,290 402,589
Current liabilities (39,926) (38,064)
-------- --------
Net $475,331 $441,602
-------- --------
<CAPTION>
Years ended June 30
-------------------
1996 1995
---- ----
<S> <C> <C>
Sales $ 540,443 $ 525,040
Cost of sales (438,258) (427,365)
--------- ---------
102,185 97,675
Expenses 63,367 62,762
--------- ---------
Joint venture income before
depreciation 49,020 40,772
Depreciation 5,437 4,622
--------- ---------
Net income $ 43,583 $ 36,150
--------- ---------
7. Mortgage payable
<CAPTION> As at June 30
-------------
1996 1995
---- ----
<S> <C> <C>
Mortgage loan, with monthly
principal and interest
payments of $1,027, secured
by certain fixed assets of
the joint venture and bearing
interest at 10% per annum,
due December 1, 1997 $116,284 $117,172
Current portion 726 889
-------- --------
$115,558 $116,283
-------- --------
</TABLE>
<PAGE> 11
VENTURE PACIFIC DEVELOPMENT CORPORATION
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
8. CAPITAL STOCK
a. Details of capital stock transactions from inception, March 18,
1986, to June 30, 1996 are as follows:
<TABLE>
<CAPTION>
Number of shares Amount
---------------- ------
<S> <C> <C>
Issued on incorporation 1,150,001 $ 107,500
--------- ----------
Balance, March 31, 1987 and 1988 1,150,001 107,500
--------- ----------
Issued for cash pursuant to a private placement,
net of commissions of $25,000 500,000 225,000
Issued for cash pursuant to a public offering,
net of commissions of $45,000 600,000 555,000
Issued for cash on the exercise of warrants 125,000 68,750
Issued for cash on the exercise of options 40,000 20,000
Issued for bonus for loans 34,800 34,800
--------- ----------
Balance, March 31, 1989 2,449,801 1,011,050
Issued for cash pursuant to a private placement,
net of finder's fee of $50,000 800,000 950,000
Issued for cash on the exercise of warrants 890,250 890,250
Issued for bonus for loans 6,024 5,000
Issued for the acquisition of a subsidiary 40,625 65,000
--------- ----------
Balance, March 31, 1990 4,186,700 2,921,300
Issued for cash on the exercise of options 50,000 25,000
Issued for bonus for loans 38,400 34,470
--------- ----------
Balance, March 31, 1991 (carried forward) 4,275,100 $2,981,040
Balance, March 31, 1991 (brought forward) 4,275,100 $2,981,040
Issued for cash 1,265,000 713,260
Issued for cash 1,250,000 200,000
Issued for resource property 25,000 11,250
Issued for settlement of debt 136,573 45,053
--------- ----------
Balance, March 31, 1992 6,951,673 3,950,603
Share consolidation 6:1 (Note 8.b.) (5,793,061) --
--------- ----------
</TABLE>
<PAGE> 12
VENTURE PACIFIC DEVELOPMENT CORPORATION
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
8. Capital stock (continued)
<TABLE>
<S> <C> <C>
Balance, March 31, 1993 1,158,612 3,950,603
Issued for cash (Note 8.c.) 1,000,000 496,280
Issued for cash (Note 8.d.) 250,000 1,212,609
Issued for cash on the exercise of options 73,000 51,100
--------- ----------
Balance, March 31, 1994 2,481,612 5,710,592
Issued for cash on the exercise of options 43,000 30,100
Issued for cash on the exercise of warrants 720,000 417,600
--------- ----------
Balance, March 31, 1995 3,244,612 6,158,292
Issued for cash (Note 8.e.) 1,685,715 944,000
Issued for cash on the exercise of warrants 280,000 162,400
--------- ----------
Balance, June 30, 1996 5,210,327 $7,264,692
--------- ----------
</TABLE>
b. During the year ended March 31, 1993, the authorized and issued capital
stock of the Company was consolidated on the basis of one share for
every six previously held. Immediately after the consolidation, the
authorized capital was increased to 50,000,000 common shares without par
value. All share numbers elsewhere in these financial statements reflect
the effect of this consolidation.
c. During the year ended March 31, 1994, the Company issued 1,000,000 units
for net proceeds of $496,280, net of costs of $3,720. Each unit
consisted of one share and one non-transferable share purchase warrant
which allowed the holder to purchase an additional share for $0.50 on or
before August 11, 1994 and at $0.58 from August 12, 1994 to August 11,
1995. These warrants expired during the year ended March 31, 1996.
d. During the year ended March 31, 1994, the Company issued 250,000 shares
for net proceeds of $1,212,609, net of commissions and costs of $99,891.
In addition, the agent received 62,500 non-transferable warrants. Each
warrant entitled the holder to purchase one share at $5.25 on or before
October 19, 1994. These warrants expired during the year ended March 31,
1995.
e. The Company completed a private placement of 1,685,715 units on March
13, 1996 at a purchase price of $0.56 per unit. Each unit consists of
one share and one share purchase warrant to purchase a further share at
a price of $0.56 in the first year and $0.65 in the second year
commencing January 26, 1996.
<PAGE> 13
VENTURE PACIFIC DEVELOPMENT CORPORATION
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
8. Capital stock (continued)
f. Stock options
i. From time to time, the Company grants incentive stock options
to officers, directors, and employees to purchase common shares
of the Company at market related prices.
Information regarding the Company's stock options is summarized
as follows:
<TABLE>
<CAPTION>
Number of shares Exercise price range
---------------- --------------------
($/SHARE)
---------
<S> <C> <C>
Outstanding at April 1, 1992 58,333 $1.56 - 3.30
granted 54,167 1.56
expired (54,167) 1.56
-------
Outstanding at March 31, 1993 58,333 1.56 - 3.30
granted 316,000 0.70 - 1.39
exercised (73,000) 0.70
expired (58,333) 1.56 - 3.30
-------
Outstanding at March 31, 1994 243,000 0.70 - 2.10
granted 70,000 1.39 - 1.50
exercised (43,000) 0.70
expired/canceled (45,000) 1.39 - 2.10
-------
Outstanding at March 31, 1995 223,500 1.39 - 2.10
granted 195,000 0.62 - 0.92
expired/canceled (166,500) 1.39 - 1.50
-------
Outstanding at June 30, 1996 252,000 0.62 - 1.39
-------
</TABLE>
ii. Options to purchase 252,000 shares are outstanding at June 30,
1996 as follows:
<TABLE>
<CAPTION>
Number of shares Exercise price Expiry date
---------------- -------------- -----------
<S> <C> <C> <C>
25,000 $0.62 December 27, 1996
10,000 0.62 February 8, 1997
25,000 0.92 May 24, 1997
25,000 0.71 August 24, 1997
110,000 0.62 December 27, 1997
57,000 1.39 August 11, 1998
</TABLE>
iii. Warrants to purchase 1,685,715 shares for $0.56 per share in
the first year and $0.65 in the second year commencing January
26, 1996.
<PAGE> 14
VENTURE PACIFIC DEVELOPMENT CORPORATION
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
9. Related party transactions
Significant related party transactions and balances not disclosed
elsewhere in these consolidated financial statements include:
<TABLE>
<CAPTION>
As at June 30,
--------------
1996 1995
---- ----
<S> <C> <C>
a. consulting and administration fees
incurred with companies related by
directors in common $ -- $ --
b. legal fees incurred with a firm in
which a director is a partner $ -- $ --
</TABLE>
10. Income taxes
The provision for income taxes differs from the amounts computed by
applying the combined Canadian federal and provincial income tax rates
as follows:
<TABLE>
<CAPTION>
As at March 31,
---------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Provision computed at combined Canadian
federal and provincial rate of 45.3% ($36,351) $113,656 ($505,412)
Recovery of taxes resulting from utilization
of loss carry forwards -- (113,656) --
Benefit resulting from losses not recognized 36,351 -- 505,412
-------- -------- ---------
$ -- $ -- $ --
======== ======== =========
</TABLE>
As at March 31, 1996, the Company and its subsidiaries have non-capital
losses for income tax purposes of approximately $2,000,000 available to
offset future taxable income. These losses commence expiring at various
dates through 2003. The potential benefit of these losses has not been
reflected in these consolidated financial statements.
11. Commitments
i. The Company is committed to future minimum payments under operating
leases for office space as follows:
1997 9,895
1998 11,694
1999 13,493
2000 15,292
2001 --
<PAGE> 15
VENTURE PACIFIC DEVELOPMENT CORPORATION
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
11. Commitments (continued)
ii. The Company has estimated costs to complete the properties under
development amounting to approximately $7,000,000. Of this amount,
contract commitments of approximately $5,660,000 are in place. These
costs will be financed through the proceeds of sale of these
properties or by drawing on project finance commitments of
$5,879,000.
12. Segmented information
The Company operates in two industries in Canada. Substantially all
assets and operations are related to developing real estate properties,
except for those costs which have been capitalized relating to
developing gaming facilities as outlined in Note 5.
13. Reconciliation between Canadian and U.S. generally accepted accounting
principles
These consolidated financial statements have been prepared in accordance
with Canadian generally accepted accounting principles (GAAP) which
differ in some respects from U.S. GAAP. The material differences between
Canadian and U.S. GAAP which affect the Company's results of operations
and financial position are summarized below:
<TABLE>
<CAPTION>
As at June 30
--------------------
Result of operations 1996 1995
- -------------------- ---- ----
<S> <C> <C>
Net loss/income for the year
Canadian GAAP ($68,030) ($45,354)
Deferred casinos development costs (12,178) (65,596)
Capitalized holding costs (20,444) (45,961)
--------- ---------
U.S. GAAP ($100,652) $(156,911)
========= =========
</TABLE>
<PAGE> 16
VENTURE PACIFIC DEVELOPMENT CORPORATION
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
13. Reconciliation between Canadian and U.S. generally accepted accounting
principles (continued)
Financial position
<TABLE>
<CAPTION>
As at June 30
-------------
1996 1995
---- ----
<S> <C> <C>
Net assets
Canadian GAAP $ 4,746,970 $3,772,493
Deferred casino development costs (716,627) (669,544)
Capitalized holding costs (1,501,664) (129,997)
----------- ----------
U.S. GAAP $ 2,528,679 $2,972,952
=========== ==========
</TABLE>
14. Comparative figures
Certain of the comparative figures have been reclassified to conform
with the current year's presentation.
<PAGE> 17
VENTURE PACIFIC DEVELOPMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
SUPPLEMENTARY INFORMATION
FOR THE THREE MONTHS ENDED JUNE 30, 1996
Deferred Gaming Facility Development Expenditures
<TABLE>
<CAPTION>
Fiscal Year To Date
<S> <C>
Legal -
Other 12,178
------
12,178
</TABLE>
Expenditures to Non Arms Length Parties
<TABLE>
<S> <C>
Total -
======
</TABLE>
<PAGE> 18
VENTURE PACIFIC DEVELOPMENT CORPORATION
(A DEVELOPMENTAL STAGE COMPANY)
SUPPLEMENTARY INFORMATION
FOR THE QUARTER ENDED JUNE 30, 1996
SECURITIES ISSUED:
<TABLE>
<CAPTION>
Issue Security Issue Number of Total Consideration
Date Type Type Shares Price Proceeds Type
<S> <C> <C> <C> <C> <C> <C>
03/13/96 Common Private Placement 446,428 $0.56 250,000 Cash
03/13/96 Common Private Placement 100,000 0.56 56,000 Cash
03/13/96 Common Private Placement 44,643 0.56 25,000 Cash
03/13/96 Common Private Placement 180,000 0.56 100,800 Cash
03/13/96 Common Private Placement 100,000 0.56 56,000 Cash
03/13/96 Common Private Placement 814,644 0.56 456,201 Cash
* 03/13/96 Common Warrants 446,428 0.56 250,000 Cash
* 03/13/96 Common Warrants 100,000 0.56 56,000 Cash
* 03/13/96 Common Warrants 44,643 0.56 25,000 Cash
* 03/13/96 Common Warrants 180,000 0.56 100,800 Cash
* 03/13/96 Common Warrants 100,000 0.56 56,000 Cash
* 03/13/96 Common Warrants 814,644 0.56 456,201 Cash
* All Warrants are $.56 first Year $.65 second year
</TABLE>
OPTIONS GRANTS:
<TABLE>
<CAPTION>
Grant Number of Name of Exercise Expiry
Date Shares Optionee Price Date
<S> <C> <C> <C> <C>
12/27/1995 25,000 George Scott 0.62 12/27/1996
03/14/1996 10,000 Andrew Marton 0.62 02/08/1997
12/27/1995 100,000 Ronald Downey 0.62 12/27/1997
12/27/1995 10,000 Faisal Saleh 0.62 12/27/1997
Total 145,000
</TABLE>
<PAGE> 19
VENTURE PACIFIC DEVELOPMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
SUPPLEMENTARY INFORMATION
AS AT JUNE 30, 1996
AUTHORIZED AND ISSUED SHARE CAPITAL:
Par Issued
Class Value Authorized Number Amount
Common N.P.V. 50,000,000 5,210,327 7,264,692
OUTSTANDING OPTIONS AND WARRANTS:
<TABLE>
<CAPTION>
Number or Exercise or Expiry
Security Amount Convertible Price Date
<S> <C> <C> <C>
Options 25,000 $0.62 12/27/96
Options 10,000 0.62 02/08/97
Options 25,000 0.92 05/24/97
Options 25,000 0.71 08/24/97
Options 100,000 0.62 12/27/97
Options 57,000 1.39 08/11/98
Options 10,000 0.62 12/27/97
* Warrants 1,685,715 0.56 03/13/98
</TABLE>
* All Warrants are $.56 first Year $.65 second year
SHARES IN ESCROW OR SUBJECT TO POOLING RESTRICTION
Number of
Shares
Escrow 124,997
<PAGE> 20
LIST OF DIRECTORS
Ronald W. Downey
Conrad Clemiss
George E. Scott
Denis Beneteau
<PAGE> 21
VENTURE PACIFIC DEVELOPMENT CORPORATION
(THE COMPANY)
MANAGEMENT DISCUSSION
FOR THE THREE MONTHS ENDED JUNE 30, 1996
- --------------------------------------------------------------------------------
The first quarter of 1996 was a period of consolidation and ongoing development
activity.
Continued efforts to improve the Company's real estate holdings in Pemberton
B.C. and other proposed developments are progressing in various stages of
obtaining permits, additional equity and senior financing. As well the Company
continues in its quest to establish itself in gaming both in Canada and the
United States.
A summary of activities over the last quarter are as follows.
REAL ESTATE
Creekside Village, a 54 unit townhouse development in Pemberton B.C. is
well under construction with 59% of the units presold. The project is expected
to be completed by the end of 1996.
The Hurley Comprehensive Site at Pemberton, consisting of nine acres
commercially zoned property, located on Highway 99 the main route to Whistler
and Vancouver has had an development permit application submitted to the
Village and is awaiting Department of Highways and Ministry of Environment
approvals.
The proposed developments consist of a 80-Unit Travelodge Motor Inn,
restaurant, gas bar/convenience store and retail space. Balance of site is
proposed for 44 townhouse project.
Petrocan Gas Bar & Convenience Store, at Pemberton continues to out
perform previous years in sales and profit for the period. As a result of the
gas sales new blended pumps with credit card access were installed creating the
opportunity to double the capacity of previous pumping capabilities.
The Pemberton Ridge, a preliminary site design was completed yielding
118 townhouses and 20 single family lots. Further due diligence is being
conducted to arrive at time and costs prebudgets and revised designs for the
project.
<PAGE> 22
- 2 -
INVERMERE TRAVELODGE MOTOR INN
The Company continues to seek required approvals and finalize a land
lease with the Shuswap Indian Band, and carry out predevelopment work for a
proposed 80 Unit Travelodge in Invermere B.C., located on the heart of the
Canadian Rockies in close proximity to Banff National Park, Radium Hot Springs
and Fairmont Hot Springs.
GAMING
The Company's continued efforts to establish itself in the development
of casinos both in Canada and the United States has produced several prospects
to date. These proposed projects are in the conceptional stage, and the Company
is in the process of evaluating the viability of the projects with the intent
of continuing their due diligence in this regard.
Negotiations continue with respect to the New Brunswick casino, with
the possibility of expanding the management of same to include the development
of a Travelodge motor inn and truck stop.
RESULTS OF OPERATIONS
During the quarter ended June 30, 1996 the Company has continued its
effort to enhance its real estate holdings and improve its overall management
strategies and techniques. Total revenue for the quarter amounted to $84,768 as
compared to $72,201 for the same quarter ended June 30, 1995. Total expenses
increased from $117,554 for the 3 months ended June 30, 1995 to $152,758 for
the same period in 1996, the increase is largely due to law suit settlement and
legal fees of $37,795 and NASDAQ application fees of $13,800. Accounts payable
and receivable increased substantially due to the development costs, mainly in
the 54 unit townhouse complex known as Creekside Village at Pemberton.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1996 the Company had a working capital of $474,629, with
a current ratio of 2.2% as opposed to $972,763 with a current ratio of 15% as
of June 30, 1995, the decrease in capital and current assets from $1,041,617 to
$867,737 was mainly due to the development costs of the 54 unit townhouse
complex known as Creekside Village at Pemberton. Development costs was
$1,501,664 as at June 30, 1996 as opposed to $129,997 as at June 30, 1995.
<PAGE> 23
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.
VENTURE PACIFIC DEVELOPMENT CORPORATION
(Registrant)
Date: August 21, 1996 By: /s/ Ronald W. Downey
Ronald W. Downey
President and Chief Executive Officer
(Signature)*
*Print the name and title of the signing officer under his signature.
