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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 1999
|_| 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 0-2660
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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.)
5391 Blundell Road
Richmond BC
Canada V7C 1H3
(address of principal executive offices)
(604) 277-5252
(Issuer's telephone number)
--------------------------------------------------
(former address)
9551 Bridgeport Road
Richmond BC
Canada V6X 1S3
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(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: 5,933,500 shares of Common
Stock, $.001 par value, were outstanding, as of September 30, 1999.
Transitional Small Business Disclosure Format (check one):
Yes |_| No |X|
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<PAGE>
Form 10-QSB
INDEX Page Number
Part I. Financial Information....................................... 2
Balance Sheets............................................... 2
Statements of Operations and Deficit......................... 3
Statements of Cash Flows..................................... 4
NOTES TO FINANCIAL STATEMENTS................................ 5
Item 2. Plan of Operation........................................... 6
Part II............................................................. 8
Item 6. Exhibits and Reports on Form 8-K............................ 8
SIGNATURES................................................... 9
<PAGE>
Part 1. Financial Information
NAPTAU GOLD CORPORATION
Balance Sheets
(expressed in United States dollars)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------- ------------
<S> <C> <C>
Assets
Current assets
Cash $ 465 $ 2,734
Equipment 71,582 71,582
Mineral properties 2,098,200 2,098,200
----------- -----------
$ 2,170,247 $ 2,172,516
=========== ===========
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued liabilities $ 568,776 $ 386,357
Contracts payable to related parties 2,766,524 2,506,843
Loans payable to related parties 16,431 30,304
----------- -----------
$ 3,351,731 $ 2,923,504
Shareholders' equity
Capital stock
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:
5,933,500 common shares 6,934 6,934
Additional paid-in capital 1,581,105 1,581,105
Deficit (2,769,523) (2,339,027)
----------- -----------
$(1,181,484) $( 750,988)
----------- -----------
$ 2,170,247 $ 2,172,516
=========== ===========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
NAPTAU GOLD CORPORATION
Statements of Operations and Deficit
(expressed in United States dollars)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
Sept 30, 1999 Sept 30, 1998 Sept 30, 1999 Sept 30, 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Expenses:
Exploration and development costs $ 194,796 $ 606,381 $ 192,505 $ 360,406
Interest Expense 86,639 4,305 28,922 3,223
Investor Relations 51,215 47,520
Management Salary 67,500 67,500 22,500 22,500
Professional Fees 26,408 43,932 4,376 20,216
Office and Administrative $ 3,938 3,750 $ 688 2,937
----------- ----------- ----------- -----------
Loss for the period (430,496) (725,868) (296,511) (409,282)
Deficit, beginning of period (2,339,027) (1,325,111) (2,473,012) (1,641,697)
----------- ----------- ----------- -----------
Deficit, end of period $(2,769,523) $(1,641,697) $(2,769,523) $(2,050,979)
=========== =========== =========== ===========
Loss per share $ (0.07) $ (0.05) $ (0.05) $ (0.07)
=========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
NAPTAU GOLD CORPORATION
Statements of Cash Flows
(expressed in United States dollars)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
Sept 30, 1999 Sept 30, 1998 Sept 30, 1999 Sept 30, 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Cash generated from (used in):
Operations:
Loss for the period $(430,496) $(725,868) $(296,511) $(349,150)
Change in non-cash operating
working capital:
Inventory (5,576) (5,576)
Acounts Payable and
Accrued Liabilities $ 168,348 $ 86,650 46,470 24,255
--------- --------- --------- ---------
(262,148) (254,192) (250,041) (330,471)
Financing:
Contracts payable 259,681 688,380 236,715) 369,430
Loans payable to related parties $ 198 $ (90,049) 11,801 (85,506)
Capital contributed by a shareholder 47,000 47,000
--------- --------- --------- ---------
259,879 645,331 248,516 330,924
--------- --------- --------- ---------
Increase (Decrease) in cash (2,269) 537 (1,525) 453
Cash, beginning of period 2,734 0 1,990 84
--------- --------- --------- ---------
Cash, end of period $ 465 $ 537 465 537
========= ========= ========= =========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
NAPTAU GOLD CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. The Company and basis of presentation:
Naptau Gold Corporation (the "Company") 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").
The financial statements presented herein as of September 30, 1999 and for
the Nine month periods ending September 30, 1999 and 1998 are unaudited
and, in the opinion of management, include all adjustments (consisting
only of normal and recurring adjustments) necessary for a fair
presentation of financial position and results of operations. Such
financial statements do not include all of the information and footnote
disclosures normally included in audited financial statements prepared in
accordance with generally accepted accounting principles.
2 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 proven and probable reserves 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. Administrative
expenditures are expensed in the period incurred.
Mineral property acquisition costs are expensed in the period incurred
until such time as the Company establishes the existence of commercial
feasibility at which time these costs will be deferred.
Exploration and development expenditures are expensed in the period
incurred until such time as the Company establishes the existence of
commercial feasibility at which time these costs will be deferred.
On an on-going basis, the Company evaluates the status of its mineral
properties based on results to date to determine the nature of exploration
and development work that is warranted in the future. If there is little
prospect of further work on a property being carried out, the deferred
costs related to that property are written down to their estimated
recoverable amount.
The amounts shown for mineral properties represent costs incurred to date
and is not intended to reflect present or future values.
Results of operations for the nine month period ended September 30, 1999
are not necessarily indicative of the results that may be expected for the
full year ended December 31, 1999. It is suggested that these financial
statements be read in conjunction with the financial statements and notes
thereto included in the Company's 1998 Annual Report on Form 10-KSB.
These financial statements have been prepared on the basis of accounting
principles applicable to a going concern. At September 30, 1999, the
Company had a working capital deficiency of approximately $3,351,731, a
significant portion of which is due to related parties. The Company's
continuing operations and the ability of the Company to discharge its
liabilities are dependent upon the continued financial support of its
related parties and the ability of the Company to obtain the necessary
financing to meet its liabilities as they come due.
The recoverability of the amounts shown as mineral properties is dependent
upon economically recoverable mineral reserves, the ability of the Company
to obtain the necessary financing to complete the development of its
mineral properties and upon future profitable production or proceeds from
the disposition thereof.
5
<PAGE>
NAPTAU GOLD CORPORATION
Item 2. Plan of Operation
This "Management's Discussion and Analysis of Financial Condition and Results of
Operations" contains forward-looking statements. In some cases, readers can
identify forward-looking statements by terminology such as "may," "will,"
"should", "could," "expects," or the negative of such terms or other comparable
terminology. These statements involve known and unknown risks, uncertainties and
other factors that may cause actual results, levels of activity, performance or
achievement to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among other things, decisions
and activities related to the mining properties, anticipated grade, geological,
metallurgical, processing or other problems, conclusion of feasibility studies,
changes in projected parameters or plans, the timing and receipt of governmental
permits, the failure of plant, equipment or processors to operate in accordance
with specifications or expectation, results of current exploration activities,
accidents, delays in start-up dates, environmental costs and risks, changes in
gold prices, as well as other factors described elsewhere in this Form 10-QSB.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels or
activity, performance or achievements. We undertake no duty to update any of the
forward-looking statements contained herein, whether as a result of new
information, future events or otherwise.
The Company is engaged in the acquisition, exploration, and development of
mineral properties, primarily gold properties. The Company's properties are
comprised of one Lease of Placer Minerals (LPM) and two adjacent staked placer
claims (collectively, the "Properties") located in the Cariboo Mining District,
British Columbia, Canada.
It is estimated that the Company and prior owners of the Properties have
expended an aggregate of approximately $4,500,000 in exploring and developing
the Properties. Because of the inconsistencies of placer golds, none of the
Company's Properties may be defined as containing proven or probable reserves.
Although prior exploration programs have produced in excess of 300 ounces of
gold from the Properties, the Company has not generated meaningful revenues and
will not generate revenues until commencement of full-scale placer mining
operations.
At the end of the 1998 mining season the Company successfully completed
sustained test runs of the production plant yielding quantities of gold as
detailed in the following table.
- --------------------------------------------------------------------------------
Days of Cubic Yds. Recovered Ounces Oz/Cu. Yd. $/Cu. Yd.
Processing Processed Grams
between
clean-ups
- --------------------------------------------------------------------------------
3 900 473.3 15.22 0.017 3.87
6 1,580 2,092.7 67.28 0.049 11.05
3 672 1,696.7 54.55 0.081 16.91
4 1,814 4,063.3 130.65 0.072 17.34
5 1,642 2,976.0 95.68 0.058 14.33
7 2,360 6,716.4 215.93 0.091 24.17
- --------------------------------------------------------------------------------
"Clean-up" is the process of removing concentrated gold bearing materials
accumulated in a secure area of the processing plant and occurs at the
discretion of management, under the scrutiny of Company management personnel.
6
<PAGE>
During the previous quarter, Noble Metal Group Incorporated requested and the
Company agreed that as consideration for granting an extension of the due date
of the remaining balance due to Noble, the Bill of Sale Absolute for the Placer
Leases will be placed in trust with Noble's attorney until such time as the
Company has fulfilled all of its obligations to Noble with respect to repayment
of debt. Noble also agreed to convert 1,000,000 common shares of the Company
into an obligation to pay Noble 8,695 ounces of gold from the Company's share of
gold referred to in previous agreements in the following manner:
(i) for 1999, 33% of the ounces of gold remaining after fulfillment of
previous obligations to Noble; and
(ii) for 2000 and thereafter and until the 8,695 ounces have been paid to
Noble, 50% of the ounces of gold after fulfillment of previous obligations
to Noble.
The parties agreed that the Company may at any time elect to pay Noble more
ounces of gold than the minimum levels specified above.
The Company also entered into an agreement with an Affiliate, with respect to
its contract payable to the Affiliate of $200,000, whereby the Company agreed to
pay the Affiliate 200 ounces of gold instead of 150 ounces previously agreed,
from the Company's share of gold produced from mining operations on its placer
leases, if any, to extend the due date to December 31, 1999
The Company is presently working, in conjunction with The Publicity Exchange, on
the design and setup of a web site and the preparation of Corporate information
for dissemination through the web site and traditional channels to the public
and its shareholders.
Because of the record snow fall over the winter at the site of the Company's
mining properties, the delay in the dissipation of the snow cover this spring
and early summer which resulted in an abbreviated mining season the Company did
not attempt to carry on production. It did purge the settling ponds, resurfaced
roads and constructed a durable access road between the processing plant and the
disposal area streamlining the movement of the washed gravels. It also started
the reclamation of some of the area nearest Keithley Creek.
During this quarter the Company has taken the Definitive Agreement with Cyber
Centers.com Inc to the final stages. As of the filing of this report the parties
are continuing their due diligence review and assessing the consequences of the
present status of Naptau's position in the market.
In the absence of any gold production Naptau is in the process of negotiating
with the purchasers of the gold contracts sold in the spring of the year to
bring these contracts to a mutually agreeable solution.
At September 30, 1999, the Company has a shareholders' deficiency of
approximately $1,181,000 and working capital deficiency in excess of $3,350,000,
a significant portion of which is due to related parties, all of whom have a
vested interest in ensuring the Company's continued existence. 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 its
exploration and development activities. To date, Noble has provided
substantially all of the financing for the Company's mining activities but has
notified Naptau that it will not continue to fund the Company. Naptau is
pursuing alternative sources of funding and adding value but there are no
assurances that necessary financing will be made available by third parties or,
if made available, be on terms acceptable to the Company.
7
<PAGE>
Part II
Item 5. Other Information
a) Accounting Disclosure
During the last quarter the Company received correspondence from the Securities
and Exchange Commission wherein it reiterated its belief that the Company's
policy of capitalizing its mineral property acquisition costs is not practical
until commercial feasibility under Industry Guide 7 is established. As noted
below, KPMG LLP, the Company's previous auditor has declined to stand for
re-appointment as auditors of the Company. When the Company has appointed a new
auditor it will review its accounting policies and respond to the Securities and
Exchange Commission. Such response could include a change in the Company's
method of accounting.
b) Director Consent to Act Withdrawn
In June the Company announced that Mr. Walter Harder had been appointed Director
of the Company. Subsequent to the filing and upon further assessment of the
amount of time he felt he would have to commit to carrying out the related
duties as Director he reconsidered his appointment and asked that his consent to
act be withdrawn and that the appointment be nullified.
The present Directors are Mr. Edward Renyk, Mr. Lloyd Mear, and Mr. John
Lawrence Fix. At this time the Directors have decided hold the two unfilled
Directorships in abeyance.
c) Decline of Auditor to Stand for Re-appointment
In June, 1999, KPMG LLP, which had previously been engaged as the principal
accountant to audit the Company's financial statements advised the Company that
it did not intend to stand for re-appointment as the auditors of the Company.
The Company is currently interviewing possible successors.
During the Company's two most recent fiscal years and the subsequent period
preceding the receipt of KPMG's declination, there were no disagreements between
KPMG and the Company on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of KPMG would have caused KPMG
to make reference to the subject in its report. In addition, during the
Company's two most recent fiscal years and the interim period preceding KPMG's
declination no reportable events, as defined in Item 304(a)(1)(iv)(A), (B) (D)
or (E) of Regulation S-B occurred.
d) Commencement of Bulletin Board Trading
On March 31, 1999 the Company concluded the listing for Blue-Sky purposes and
was published in the Standard & Poor's Corporation Records Current News Edition
dated March 31, 1999. Subsequent to this, the Company, through First London
Securities, Inc. was approved for quotation on the OTC Bulletin Board and is
trading under the symbol NPTU.
Item 6. Exhibits and Reports on Form 8-K
None
8
<PAGE>
NAPTAU GOLD CORPORATION
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: November 12, 1999 By: Edward D. Renyk
President and
Principal Accounting Officer
9
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 465
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 465
<PP&E> 2,170,247
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,170,247
<CURRENT-LIABILITIES> 3,351,731
<BONDS> 0
0
0
<COMMON> 6,934
<OTHER-SE> (1,181,484)
<TOTAL-LIABILITY-AND-EQUITY> 2,170,247
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 423,229
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 86,639
<INCOME-PRETAX> (423,229)
<INCOME-TAX> 0
<INCOME-CONTINUING> (423,229)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (423,229)
<EPS-BASIC> (0.07)
<EPS-DILUTED> (0.07)
</TABLE>
