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UNITED STATES
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, 2000
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________________ to ___________________
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Commission File Number 0-2660
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.)
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5391 Blundell Road
Richmond BC
Canada V7C 1H3
(Address of principal executive offices)
(604) 277-5252
(Issuer's telephone number)
(Former name, former address and former fiscal year,
if changed since last report)
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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, 2000.
Transitional Small Business Disclosure Format (check one):
Yes |_| No |X|
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<PAGE>
Form 10-QSB
INDEX
Page
Number
"Safe Harbor" Statement.................................................... 1
PART I. FINANCIAL INFORMATION.............................................. 2
Item 1. 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 OTHER INFORMATION ................................................. 6
Item 6. Exhibits and Reports on Form 8-K................................... 6
SIGNATURES......................................................... 7
FINANCIAL DATA SCHEDULE............................................ 8
<PAGE>
"Safe Harbor" Statement
Cautionary Statement for purposes of the "Safe Harbor" Provisions of the Private
Securities Litigation Reform Act of 1995. With the exception of historical
matters, the matters discussed in this report are forward-looking statements
that involve risks and uncertainties that could cause actual results to differ
materially from projections or estimates contained herein. Such forward-looking
statements include statements regarding status of discussions with third
parties, the ability of the Company to advance discussions to the next level of
negotiation, the ability of the Company to advance to formal agreement with
third parties, planned levels of development, exploration and other
expenditures, anticipated production and schedules for development. Factors that
could cause actual results to differ materially include, among others, decisions
and activities related to future agreements, unanticipated delays or other
problems, conclusion of feasibility studies, changes in project parameters or
plans, the timing and receipt of governmental approvals, the failure of parties
or processes to operate in accordance with specifications or expectations,
delays in closings or start-up dates, environmental costs and risks, as well as
other factors described elsewhere in this Form 10-QSB. Most of these factors are
beyond the Registrant's ability to predict or control. The Registrant disclaims
any obligation to update any forward-looking statement made herein.
1
<PAGE>
PART 1. FINANCIAL INFORMATION
Item 1.
NAPTAU GOLD CORPORATION
Balance Sheets
(expressed in United States dollars)
<TABLE>
<CAPTION>
September 30, 2000 December 31, 1999
------------------ -----------------
<S> <C> <C>
Assets
Current assets
Cash $ 112 $ 1,042
----------- -----------
$ 112 $ 1,042
=========== ===========
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued liabilities $ 540,148 $ 469,705
Loans payable 147,926 138,631
Loans payable to related parties 39,686 34,797
----------- -----------
$ 727,760 $ 643,133
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 5,934 5,934
Additional paid-in capital 1,582,105 1,582,105
Deficit (2,315,688) (2,230,130)
----------- -----------
$ (727,649) $ (642,091)
----------- -----------
$ 112 $ 1,042
=========== ===========
</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, 2000 Sept 30, 1999 Sept 30, 2000 Sept 30, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Expenses:
Exploration expenditures $ -- 194,796 -- 192,505
Interest and financing 10,123 86,639 2,865 28,922
Investor relations -- 51,215 -- 47,520
Management salary 67,500 67,500 22,500 22,500
Professional fees 4,552 26,408 685 4,376
Office and administrative 3,383 3,938 800 688
----------- ----------- ----------- ----------
Loss for the period (85,558) (430,496) (26,850) (296,511)
Deficit, beginning of period (2,230,130) (2,339,027) (2,288,811) (2,473,012)
----------- ----------- ----------- ----------
Deficit, end of period $(2,315,688) $(2,769,523) (2,315,661) (2,769,523)
=========== =========== =========== ==========
Loss per share $ (0.01) $ (0.07) $ (0.005) (0.05)
=========== =========== =========== ==========
</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, 2000 Sept 30, 1999 Sept 30, 2000 Sept 30, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Cash generated from (used in):
Operations:
Loss for the period $ (85,558) (430,496) (26,850) (296,511)
Changes in non-cash
operating working capital:
Accounts payable and
accrued liabilities 70,444 168,348 24,185 46,470
--------- -------- ------- --------
(15,144) (262,148) (2,665) (250,041)
Financing:
Contracts payable 9,295 259,681 2,865 236,715
Loans payable to
related parties 4,889 (198) 1,200 11,801
--------- -------- ------- --------
14,784 259,879 4,065 (248,516)
--------- -------- ------- --------
Increase in cash (930) (2,269) 1,400 (1,525)
Cash, beginning of period 1,042 2,734 (1,288) 1,990
--------- -------- ------- --------
Cash, end of period $ 112 465 112 465
========= ======== ======= ========
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
NAPTAU GOLD CORPORATION
Notes to Financial Statements
September 30, 2000
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. The
operation of the mineral properties was unsuccessful and as at December
31, 1999 the Company entered into a recission and release agreement
whereby all assets previously acquired, including staked placer leases and
related production equipment located on the properties, were conveyed back
in consideration for the release from all related debts and obligations.
The Company agreed to transfer all exploration account balances for
Canadian tax purposes relating to the operation of the mineral properties.
The Company's principal business activity was the exploration and
development of mineral properties.
The financial statements presented herein as of September 30, 2000
and for the three-month periods ending September 30, 2000 and 1999 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.
Mineral property interests:
Mineral property acquisition costs and related interest and
financing costs 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 estimated fair value of common shares issued for mineral properties,
based on recent share issuances. 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. Administrative expenditures are expensed in the
period incurred.
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.
Results of operations for the three month period ended September 30,
2000 are not necessarily indicative of the results that may be expected
for the full year ended December 31, 2000. It is suggested that these
financial statements be read in conjunction with the financial statements
and notes thereto included in the Company's 1999 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,
2000, the Company had a working capital deficiency of approximately
$728,000, 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.
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<PAGE>
Item 2. Plan of Operation
The Company, historically, has been engaged in the acquisition,
exploration and development of mineral properties, primarily gold or platinum.
The Company has been approached and has reviewed several business opportunities
outside the resource industry. In particular, internet related opportunities in
the fields of infrastructure and associated technology, corporate incubator
projects, and non-internet projects related to the communications industry.
The Company has reviewed and rejected four proposals and is actively
reviewing two potential business opportunities. Further information will be
forthcoming as matters develop.
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
On May 18th, 2000 Mr. Larry Fix, Director, consented and was appointed to
act as Secretary of the Company.
On May 18th, 2000, under the Stock Grant Program(1) established June 30,
1995, the Company authorized the issuing of common stock as follows:
Larry Fix 50,000 common shares at par value of $0.001 per share
Lloyd Mear 75,000 common shares at par value of $0.001 per share
Edward Renyk 75,000 common shares at par value of $0.001 per share
As of September 30, 2000 this common stock had not been formally issued
from the treasury of the Company.
On May 18, 2000, under the Stock Option Plan(1) established June 30, 1995,
the Company issued 300,000 Stock Options which entitle the Optionee to purchase
one fully paid common share of the Company at the price of $0.05 per common
share for a period of two years from the date of granting.
On May 18, 2000 the Company's shares traded on the OTC Bulletin Board at $0.055
on a volume of 43,500 shares.
(1) Incorporated by reference to the Company's Form 10-SB, Commission File No.
0-25786.
The Company is presently negotiating with Mr. Edward Renyk to extend his
position as President of the Company. His contract expired on June 30, 2000 but
he has agreed to carry on the duties and responsibilities of CEO, President and
Principal Accounting Officer on a month to month basis until the conclusion of
negotiations and signing of a new contract. As of the date of this report an
agreement has been presented to the Board of Directors for review, and if
acceptable, for approval.
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<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
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Dated: November 06, 2000 By: Edward D. Renyk, CA
President and
Principal Accounting Officer
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