================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM 10 - QSB
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1996
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________________________ to _____________________
Commission File Number 0-25786
---------------------------
NAPTAU GOLD CORPORATION
(Exact name of small business issuer as specified in its charter)
Delaware 22-3386947
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
9551 Bridgeport Road
Richmond BC
Canada V6X 1S3
(address of principal executive offices)
(604) 273-9992
(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 Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
Yes | | No |X|
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 6,933,500 shares of Common
Stock, $.001 par value, were outstanding, as of September 30, 1996.
Transitional Small Business Disclosure Format (check one):
Yes | | No |X|
================================================================================
<PAGE>
Form 10-QSB
INDEX
Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets 3
Statements of Operations and Deficit 4
Statements of Cash Flows 5
Notes to Financial Statements 6-12
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 13-14
PART II. OTHER INFORMATION 14
SIGNATURES 15
<PAGE>
NAPTAU GOLD CORPORATION
(formerly West Africa - American Lines, Inc.)
Balance Sheets
(expressed in United States dollars)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31,
September 30, --------------------------
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Assets
Current asset:
Cash $ -- $ 1,000 $ --
Mineral properties (note 3) 2,988,850 2,374,726 --
Deferred financing costs 259,764 40,000 --
----------- ----------- -----------
$ 3,248,614 $ 2,415,726 $ --
=========== =========== ===========
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued liabilities (note 4) $ 117,960 $ 45,000 $ --
Contracts payable (note 3) 1,767,734 2,154,500 --
Loans payable to related parties (note 4) 11,970 101,697 --
----------- ----------- -----------
1,897,664 2,301,197 --
Shareholders' equity:
Capital stock (note 5):
Authorized:
5,000,000 preferred shares with a par value of
$0.001 per share
20,000,000 common shares with a par value of
$0.001 per share
Issued and outstanding:
6,700,000 common shares 6,934 6,700 1,900
Additional paid-in capital (note 5) 1,488,606 168,339 --
Shares alloted but unissued (note 5(c)(ii)) -- 100 --
Deficit (144,589) (60,610) (1,900)
----------- ----------- -----------
1,350,950 114,529 --
Continuing operations (note 1)
Commitments (notes 3 and 6)
Subsequent events (notes 3, 4 and 5(c))
----------- ----------- -----------
$ 3,248,614 $ 2,415,726 $ --
=========== =========== ===========
</TABLE>
<PAGE>
NAPTAU GOLD CORPORATION
(formerly West Africa - American Lines, Inc.)
Statements of Operations and Deficit
(expressed in United States dollars)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Nine Months
Inception to ended Years ended December 31,
September 30, September 30,-----------------------------------
1996 1996 1995 1994 1993
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Expenses:
Management salary (note 6) $ 112,500 $ 67,500 $ 45,000 $ -- $ --
Professional fees 27,999 15,146 12,853 -- --
Office and administrative 3,989 1,332 757 -- --
Stock grant program expense (note 5(c)(ii)) 100 -- 100 -- --
--------- --------- --------- --------- ---------
Loss for the period (144,589) (83,979) (58,710) -- --
Deficit, beginning of period -- (60,610) (1,900) (1,900) (1,900)
--------- --------- --------- --------- ---------
Deficit, end of period $(144,589) $(144,589) $ (60,610) $ (1,900) $ (1,900)
========= ========= ========= ========= =========
Loss per share $ (0.02) $ (0.01) $ (0.01) $ -- $ --
========= ========= ========= ========= =========
</TABLE>
See accompanying notes to financial statements
<PAGE>
NAPTAU GOLD CORPORATION
(formerly West Africa - American Lines, Inc.)
Statements of Cash Flows (note 8)
(expressed in United States dollars)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Nine Months
Inception to ended Years ended December 31,
September 30, September 30, ----------------------------------------
1996 1996 1995 1994 1993
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Cash generated from (used in):
Operations:
Loss for the period $ (144,589) $ (83,979) $ (58,710) $ -- $ --
Stock grant program expense,
an item not involving cash 100 -- 100 -- --
Changes in non-cash operating working capital:
Accounts payable and accrued liabilties 117,960 72,960 45,000 -- --
----------- ----------- ----------- ----------- -----------
(26,528) (11,018) (13,610) -- --
Financing:
Common shares issued for cash 1,400 -- -- -- --
Common shares issued for debt 1,320,900 1,320,400 --
Deferred financing costs (259,764) (219,764) (40,000) -- --
Changes in contracts payable (432,266) (386,766) (45,500) -- --
Loans payable to related parties 11,970 (89,727) 101,697 -- --
----------- ----------- ----------- ----------- -----------
642,240 624,143 16,197 -- --
Investing activities:
Mineral properties (615,712) (614,125) (1,587) -- --
----------- ----------- ----------- ----------- -----------
Increase in cash $ 0 $ (1,000) $ 1,000 $ -- $ --
Cash, beginning of period -- 1,000 -- -- --
----------- ----------- ----------- ----------- -----------
Cash, end of period $ 0 $ 0 $ 1,000 $ -- $ --
=========== =========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements
<PAGE>
NAPTAU GOLD CORPORATION
Notes to Financial Statements
(expressed in United States Dollars)
September 30, 1996
================================================================================
1. Continuing operations:
Naptau Gold Corporation (the "Company") (formerly West Africa - American
Lines, Inc. until June 1, 1995) was formed under the laws of the State of
Delaware on January 8, 1988 and was inactive until 1995 when it entered
into an agreement to acquire certain mineral properties (note 3). The
Company's principal business activity is the exploration and development
of mineral properties, with its principal mineral properties comprising of
various placer leases in the Cariboo Mining Division of British Columbia,
Canada (the "Placer Leases").
These financial statements have been prepared on the basis of accounting
principles applicable to a going concern. At September 30, 1996, the
Company had a working capital deficiency of approximately $1,897,664. The
Company's continuing operations and the ability of the Company to
discharge its liabilities are dependent upon the Company obtaining the
necessary financing to meet its liabilities as they come due. The
recoverability of the amounts shown as mineral properties is dependent
upon the future mining of economically recoverable mineral reserves
profitably or realizing proceeds from the disposition thereof.
2. Significant accounting policies:
The financial statements have been prepared in accordance with generally
accepted accounting principles in the United States.
(a) Mineral property interests:
Mineral property acquisition costs and related exploration and
development expenditures are deferred until the property is placed
into production, sold or abandoned. These costs will be amortized on
a unit-of-production basis over the estimated life of the property
following commencement of commercial production or written off if
the property is sold, allowed to lapse or abandoned.
Mineral property acquisition costs include cash consideration and
the fair value of common shares issued for mineral properties. The
amounts shown for mineral properties represent costs or deemed costs
incurred to date and is not intended to reflect present or future
values.
Administrative expenditures are expensed in the period incurred.
(b) Deferred financing costs:
The Company defers costs associated with specific financing
activities and charges those costs against the related share capital
or to operations if the financing activity is unsuccessful.
<PAGE>
NAPTAU GOLD CORPORATION
Notes to Financial Statements
(expressed in United States Dollars)
September 30, 1996
================================================================================
2. Significant accounting policies (continued):
(c) Loss per share:
Loss per share has been calculated using the weighted average number
of common shares outstanding during the year. Fully diluted loss per
share has not been presented as the effect would be anti-dilutive.
3. Mineral properties:
================================================================================
1996 1995
================================================================================
Placer Leases, Cariboo Mining Division, British
Columbia:
Acquisition costs:
Placer Leases acquired from Noble $1,775,000 $1,775,000
Placer Leases acquired from a director
of Noble 200,800 200,800
Placer Leases staked by Naptau 889 --
- --------------------------------------------------------------------------------
1,976,689 1,975,800
Exploration and development expenditures:
Incurred by Noble 1,010,574 397,339
Incurred by the Company 1,587 1,587
- --------------------------------------------------------------------------------
1,012,161 98,926
- --------------------------------------------------------------------------------
$2,989,850 2,374,726
================================================================================
During 1995, the Company entered into an agreement to acquire certain
Placer Leases owned by Noble Metal Group Incorporated (a British Columbia
company) ("Noble") in exchange for 4 million common shares of the Company,
representing an initial 59.7% interest in the Company. As Noble acquired
control of the Company by this exchange, it is considered a common control
transaction and, accordingly, the common shares have been accounted for at
the carrying value of the Placer Leases in the accounts of Noble at
December 31,1994 of $1,775,000 (Noble, in association with limited
partnerships, had also expended an additional $550,000 on exploration of
the Placer Leases which was recovered from these limited partnerships and
accordingly, is not reflected in the aforementioned carrying value). A
British Columbia Mineral Tenure Act Bill of Sale Absolute held by the
Company relating to the Placer Leases has not yet been registered with the
appropriate authorities and as a result, registration of the Placer Leases
remains in the name of the operator, Noble. The Company can, at any time
and without any restriction, apply to conclude registration in its name.
<PAGE>
NAPTAU GOLD CORPORATION
Notes to Financial Statements
(expressed in United States Dollars)
September 30, 1996
================================================================================
3. Mineral properties (continued):
The Company and Noble also entered into an operating agreement whereby
Noble will remain the operator for the mining activities on the Placer
Leases for a term of ten years, with Noble having the option of renewing
the agreement for a further ten year term. The Company agreed to pay Noble
$1,000,000 in consideration for entering into this operating agreement. In
addition, the Company is obligated to pay $1,000,000 in respect of 1995
exploration and development expenditures and agreed to fund future annual
operating expenditures on the Placer Leases which amounted to $292,606 for
the nine months ended September 30, 1996. These required payments have
been accrued in contracts payable. However, as the acquisition was a
common control transaction, the amount of $1,602,661, being the excess of
these amounts over the book value of the related assets in the accounts of
Noble at the time, has been charged against additional paid-in capital
(note 5). To December 31, 1996, the Company had advanced $45,500 to Noble
with respect to exploration and development expenditures on the Placer
Leases which has been recorded as a reduction in the Company s contracts
payable.
In addition to funding future annual operating expenditures on the Placer
Leases, the Company agreed that the proceeds (sales of minerals recovered
or the value of unrefined minerals converted to a monetary value equal to
85% of the refined price) from the mining operation on the leases will be
divided between Naptau and Noble with Noble receiving the following:
o for the first $1,000,000 of proceeds or 2,500 ounces of raw gold,
whichever is lesser, 10% of such proceeds;
o for the next $1,000,000 of proceeds or 2,500 ounces of raw gold,
whichever is lesser, 17.5% of such proceeds; and
o for cumulative operating revenues in excess of $2,000,000 or 5,000
ounces of raw gold, whichever is lesser, 25% of such proceeds.
The Company also acquired a Placer Lease owned by a director of Noble (the
"Director") for $200,000 (accrued but not yet paid) and 800,000 common
shares of the Company that have been assigned their par value of $0.001
per share.
In April, 1996 the Company completed extension agreements with each of
Noble and an Affiliate with respect to the contracts payable, whereby the
Company issued 85,000 common shares to Noble and 8,500 common shares to
the Director at an agreed price of $2.40 per share to extend the due dates
to June 30, 1996 and October 12, 1996 respectively for the initial amounts
outstanding under the contracts payable.
<PAGE>
NAPTAU GOLD CORPORATION
Notes to Financial Statements
(expressed in United States Dollars)
September 30, 1996
================================================================================
3. Mineral properties (continued):
During July, 1996 a third extension agreement was concluded on the
following terms:
(a). Naptau and Noble mutually agreed to cancel the $1,000,000 due to
Noble in consideration for entering into the Operating Agreement
with Naptau. In return, Naptau agreed to pay Noble, from Naptau's
share of raw gold produced from the Placer Mining operations, 3,421
ounces of raw gold valued at an agreed price of $380 per ounce equal
to $1,300,000. Naptau also agreed to pay from first recoveries, 300
ounces of raw gold from Naptau's share, in settlement of the second
extension agreement.
(b). Until 3,421 ounces of raw gold is paid to Noble, Naptau has agreed
that up to the following percentages of the portion of the recovered
raw gold due Naptau from the Placer Mining operations will be paid
to Noble for each of the years:
1996 40%
1997 50%
1998 and thereafter if any balance remains outstanding 60%
(c). The agreement to pay the balance of $954,500 plus interest at 10%
per annum payable semi-annually for the 1995 exploration and
development expenditures was extended to June 30, 1997.
4. Amounts payable to related parties:
Loans payable to related parties consist of amounts received from
directors and officers which are non-interest bearing and due on demand.
The directors and officers converted $96,000 of these loans into 40,000
shares at a price of $2.40 per share.
At September 30,1996, accounts payable and accrued liabilities consist of
accruals for salaries ($112,000) to a director and officer pursuant to an
employment agreement (note 6) shown as management salaries expense, with
the balance being for transfer agent, audit and legal fees which are
included in professional fees expense or deferred for the period.
5. Capital stock:
(a) Authorized:
During 1995, the Company increased the authorized capital stock from
200 common shares with a par value of $0.001 per share to 25,000,000
shares consisting of 5,000,000 preferred shares and 20,000,000
common shares, each with a par value of $0.001 per share, of which
1,900 common shares were outstanding. The Company subsequently split
the 1,900 common shares outstanding on a 10,000 new for 1 old basis.
<PAGE>
NAPTAU GOLD CORPORATION
Notes to Financial Statements
(expressed in United States Dollars)
September 30, 1996
================================================================================
5. Capital stock: (continued)
(b) Issued:
A continuity of the Company's issued and outstanding capital stock
from incorporation on January 18,1988 is as follows:
<TABLE>
<CAPTION>
=======================================================================================
Common shares
----------------- Additional
Year Consideration Number Amount Paid-in capital Total
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1988 Cash and contribution of
organization costs of $500 190 $1,900 $ -- $ 1,900
=======================================================================================
Balance December 31, 1994 190 1,900 1,900
1995 Share split on a 10,000
new for 1 old basis 1,899,810
---------------------------------------------------------------------------------
1,900,000 1,900 1,900
1995 Mineral properties (note 3) 4,000,000 4,000 1,771,000 1,775,000
1995 Reduction in additional
paid-in capital relating to
operating agreements with
Noble (note 3) (1,602,661) (1,602,661)
1995 Mineral properties (note 3) 800,000 800 800
=======================================================================================
Balance, December 31, 1995 6,700,000 $6,700 $ 168,339 $ 175,039
1996 Services under stock grant
program (note 5(c)(ii)) 100,000 100 -- 100
1996 On conversion of loans
payable to related parties
(note 4) 40,000 40 95,960 96,000
1996 Mineral properties (note 3) 93,500 94 224,306 224,400
1996 Increase in additional
paid-in captial resulting
from admendment to operation
agreement with Noble (note 3) 1,000,000 1,000,000
- ---------------------------------------------------------------------------------------
Balance, September 30, 1996 6,933,500 $6,934 $ 1,488,605 $ 1,495,539
=======================================================================================
</TABLE>
<PAGE>
NAPTAU GOLD CORPORATION
Notes to Financial Statements
(expressed in United States Dollars)
September 30, 1996
================================================================================
5. Capital stock: (continued)
(c) Stock option plan and stock grant program:
In June, 1995 the Company adopted a non-qualified stock option plan
and a stock grant program with the following provisions:
(i) Stock option plan:
The Company has reserved 300,000 shares of its authorized
common stock for issuance to key employees or consultants of
the Company and affiliates. Under this plan, no employee may
receive more than 100,000 stock options. Options are
non-transferable and expire if not exercised within two years.
The options may not be exercised by the employee until after
the completion of two years of employment with the Company.
The options are issuable to officers, key employees and
consultants in such amounts and prices as determined by the
Board of Directors. As of September 30, 1996, no options were
granted pursuant to this plan.
(ii) Stock grant program:
The Company has reserved 300,000 shares of its authorized
common stock for issuance to key employees and directors.
Under this plan, no employee may receive more than 100,000
shares. The program requires the employee to remain in the
employ of the Company for at least one year following the
grant and to agree not to engage in any activity which would
be considered in competition with the Company's business. If
the employee violates any one of these conditions the
ownership of the shares issued under the program shall revert
back to the Company. The shares issued under the program are
non-transferable for two years. As of December 31,1995, a
total of 100,000 shares had been granted to five directors
pursuant to this plan. The shares were issued during this
Quarter and recorded at their par value of $0.001 per share.
6. Commitments:
On June 30, 1995, the Company entered into a five year employment
agreement with the President of the Company that provides for a salary of
$7,500 per month beginning July 1,1995 (plus a cost of living adjustment
to be made on the first day of each calendar year.) The agreement also
provides for additional incentive compensation equal to 1/2 of 1% of net
sales up to $5,000,000, 3/4 of 1% on the next $20,000,000 in net sales and
1 percent of net sales above $25,000,000.
<PAGE>
NAPTAU GOLD CORPORATION
Notes to Financial Statements
(expressed in United States Dollars)
September 30, 1996
================================================================================
7. Income taxes:
Under the asset and liability method of Statement of Financial Accounting
Standards No. 109 ("SFAS 109"), deferred income tax assets and liabilities
are measured using enacted tax rates for the future income tax
consequences attributable to differences between the financial statement
carrying amount of existing assets and liabilities and their respective
tax bases. The Company adopted the provisions of SFAS 109 effective
January 1,1995, however, there were no material deferred income tax assets
or liabilities at that time.
At December 31,1995, the Company has not recognized any deferred tax
assets or liabilities as the available benefits, primarily loss carry
forwards of approximately $110,000 arising in l995, are fully offset by a
valuation allowance of the same amount.
The Company did not pay any interest or income taxes during the periods
ended December 31, 1995, 1994 or 1993.
8. Supplementary cash flow information:
The following non-cash financing and investing activities occurred during
the period:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Inception to Nine months to
September 30, September 30, Year end December 31,
- -----------------------------------------------------------------------------------------------
1996 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
Financing activities
Issue of common shares:
for mineral properties, net
of reduction in additional
paid in capital relating to
operating agreements with
Noble $ 1,173,139 $1,000,000 $ 173,139 $ -- $ --
on conversion of loans
payable to related parties 96,000 96,000
Loans payable to related parties (96,000) (96,000)
Contracts payable 1,813,234 (386,766) 2,200,000 -- --
- -----------------------------------------------------------------------------------------------
$2,986,373 610,234 $2,373,139 $ --
===============================================================================================
Investing activities:
Mineral properties ($2,986,373) $ (610,234) $(2,373,139) $ --
- -----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Item 2. Plan of Operation
Overview
During 1995 the Company entered into an agreement to acquire certain
placer leases from Noble Metal Group Incorporated (a British Columbia Company)
for shares representing approximately 60% of the outstanding Common Stock of the
Company. The Company and Noble also entered into an Operating Agreement whereby
Noble agreed to conduct necessary mining activities on the properties for a term
of ten years and, at Noble's option, an additional ten years. The Company agreed
to pay Noble $1,000,000 for entering into the Operating Agreement. In addition,
the Company was obligated to pay Noble approximately $1,000,000 in respect of
1995 exploration and development activities. Further, the Company and Noble
agreed that the following proceeds from mining activities would be paid to
Noble.
- 10% of the first $1,000,000 of proceeds or 2,500 ounces of new gold,
whichever is less;
- 17.5% of the next $1,000,000 of proceeds or 2,500 ounces of new
gold, whichever is less; and
- 25% of the cumulative operating revenues in excess of $2,000,000 or
5,000 ounces of raw gold, whichever is less.
In 1995 the Company also acquired a placer lease from a director of Noble
for $200,000 (accrued but not yet paid) and 800,000 common shares of the
Company.
During the second quarter of 1996 the Company entered into agreements with
Noble and the director of Noble extending the due dates of the amounts payable
by the Company. In consideration of such extensions the Company issued 85,000
shares of common stock to Noble and 8,500 shares of common stock to the director
of Noble.
During this quarter, a new extension agreement (the "Third Extension
Agreement") was entered into whereby the Company and Noble agreed to cancel
payments of the $1,000,000 due Noble for entering into the Operating Agreement.
In consideration, the Company agreed to pay Noble 3,421 ounces of new gold from
the Company's share of the gold produced at the Company's placer mining
operations. The Company also agreed to deliver 300 ounces of raw gold to Noble
in satisfaction of the amounts payable pursuant to the Second Extension
Agreement. Until 3,421 ounces of raw gold is paid to Noble, the Company has
agreed that the following percentages of the recovered raw gold due the Company
from the placer mining operations will be delivered to Noble:
1996 40%
1997 50%
1998 and thereafter 60%
if any balance
remains outstanding
In addition Noble agreed to extend until June 30, 1997, the Company's
obligation to pay for the $954,500 expended by Noble on behalf of the Company in
respect of 1995 exploration and development activities at the Company's placer
mining operations.
Liquidity
At September 30, 1996, the Company had a working capital deficit of
approximately $1,897,664. The reduction in the Company's working capital deficit
from the deficit at June 30, 1996, reflects amendments in its agreements with
Noble, and not profits generated from operations. In fact, the
<PAGE>
Company has not yet generated any cash from operating activities, all of its
activities to date having been limited to exploratory and developmental
activities. During the first nine months of 1996 the Company's operating
expenses consisted primarily of amounts accrued in respect of officer salaries,
professional fees and office expenses. In addition, during the first nine months
of 1996 the Company spent approximately $315,000 on exploratory and work in
preparation for production at its placer leases, which amount was capitalized in
the carrying value of the Company's mineral properties. The Company's continuing
operations and ability to realize the amounts shown as mineral properties on its
Balance Sheet are dependent upon the Company's ability to obtain the financing
necessary to meet its obligations and continue exploration and development
activities. To date, substantially all of the financing for the Company's mining
activities have been provided by Noble. There is no assurance that Noble will
continue to fund the Company or that necessary financing will be made available
by third parties or, if made available, be on terms acceptable to the Company.
PART II. OTHER INFORMATION
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NAPTAU GOLD CORPORATION
/s/ Edward D. Renyk
--------------------------------------
Dated: April 23, 1998 By: Edward D. Renyk
President and
Principal Accounting Officer
