FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
For the period of December 23, 2003
Commission File Number: 0-17551
Trans-Orient Petroleum Ltd.
(Translation of registrant’s name into English)
Suite 1407 - 1050 Burrard Street
Vancouver B.C. Canada V6Z 2S3
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or 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.)
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _______
SUBMITTED HEREWITH
| 1) | Quarterly Report(BC FORM 51-901F) dated December 23, 2003 |
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.
| Trans-Orient Petroleum Ltd. | ||
| By: | /s/ Garth Johnson | |
| Garth Johson | ||
| Chief Financial Officer | ||
| Corporate Secretary | ||
| Date: December 23, 2003 |
QUARTERLY REPORT
INCORPORATED AS PART OF SCHEDULE A
ISSUER DETAILS:
| NAME OF ISSUER: | TRANS-ORIENT PETROLEUM LTD. |
| ISSUER ADDRESS: | 1407-1050 BURRARD STREET VANCOUVER, BRITISH COLUMBIA V6Z 2S3 |
| ISSUER TELEPHONE NUMBER: | (604) 682-6496 |
| CONTACT PERSON: | GARTH JOHNSON |
| CONTACT'S POSITION: | CHIEF FINANCIAL OFFICER |
| CONTACT TELEPHONE NUMBER: | (604) 682-6496 |
| CONTACT E-MAIL ADDRESS | N/A |
| WEB SITE ADDRESS | N/A |
| FOR QUARTER ENDED: | OCTOBER 31, 2003 |
| DATE OF REPORT: | DECEMBER 23, 2003 |
THE SCHEDULE(S) 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. PLEASE NOTE THIS FORM IS INCORPORATED AS PART OF BOTH THE REQUIRED FILING OF SCHEDULE A AND SCHEDULES B & C.
| Garth Johnson | "Garth Johnson" | 03/12/23 |
| NAME OF DIRECTOR | SIGNATURE (TYPED) | DATE SIGNED (YY/MM/DD) |
| Peter Loretto | "Peter Loretto" | 03/12/23 |
| NAME OF DIRECTOR | SIGNATURE (TYPED) | DATE SIGNED (YY/MM/DD) |
| TRANS-ORIENT PETROLEUM LTD. |
| Consolidated Interim Balance Sheets |
(Expressed in United States Dollars) |
Assets | ||
Current | ||
Cash and short-term deposits | $ 224,355 | $ 227,289 |
Accounts receivable | 511 | 2,155 |
Due from associated companies | - | - |
Due from related company | 6,309 | 11,443 |
Loan receivable | 30,000 | 30,000 |
Prepaid expenses | 37,028 | 34,025 |
298,203 | 304,912 | |
Investment in associated companies | 557,609 | 557,609 |
Property and equipment | 118,095 | 120,761 |
Oil and gas interests | 1 | 1 |
| ||
Total Assets | $ 973,908 | $ 983,283 |
Liabilities | ||
Current | ||
Accounts payable and accrued liabilities | $ 47,109 | $ 45,692 |
Due to associated company | - | 1,469 |
Total Liabilities | 47,109 | 47,161 |
Non-Controlling Interest in AMG Oil Ltd. | 51,766 | 57,581 |
Shareholders' Equity | ||
Common stock without par value; | ||
Unlimited number of shares authorized; | ||
Issued and outstanding at October 31, 2003: | ||
2,416,823 shares (July 31, 2003: 2,416,823) | 13,145,075 | 13,145,075 |
Common stock held by subsidiary: 2,205 shares | (11,993) | (11,993) |
Deficit | (12,258,049) | (12,254,541) |
Total Shareholders' Equity | 875,033 | 878,541 |
Total Liabilities and Shareholders' Equity | $ 973,908 | $ 983,283 |
TRANS-ORIENT PETROLEUM LTD. |
Consolidated Interim Statements of Operations and Deficit |
(Expressed in United States Dollars) |
(Unaudited - Prepared by Management) |
Expenses | ||
General and administrative (Schedule) | $ 16,434 | $ 28,701 |
Loss before other items | (16,434) | (28,701) |
Other Items | ||
Interest income | 494 | 865 |
Write-down of investment in associated company | - | (150,350) |
Recovery on loan write-down in associated company | 6,617 | 28,911 |
Loss from operations | (9,323) | (149,275) |
Non-Controlling interest | 5,815 | - |
Net loss for the period | (3,508) | (149,275) |
Deficit - Beginning of period | (12,311,548) | (11,993,534) |
Deficit - End of Period | $ (12,315,056) | $ (12,142,809) |
Loss per share - basic | $ (0.00) | $ (0.06) |
-diluted | $ (0.00) | $ (0.06) |
TRANS-ORIENT PETROLEUM LTD. |
Consolidated Interim Statements of Cash Flows |
(Expressed in United States Dollars) |
(Unaudited - Prepared by Management) |
Operating Activities | ||
Net loss for the period | $ (3,508) | $ (149,275) |
Adjustments to reconcile net loss to | ||
cash applied to operating activities: | ||
Amortization | 2,666 | 2,633 |
Write-down of investment in associated company | - | 150,350 |
Non-controlling interest | (5,815) | - |
Recovery of loan in associated company | (6,617) | (28,911) |
Changes in non-cash working capital: | ||
Accounts receivable | 1,644 | (4,637) |
Due from related company | 3,665 | 1,843 |
Due from associated companies | - | (187) |
Prepaid expenses | (3,003) | (469) |
Loan receivable from associated company | 6,617 | 28,911 |
Accounts payable and accrued liabilities | 1,417 | 2,255 |
Due to associated company | - | 1,652 |
Net cash provided by (used for) operating activities | (2,934) | 4,165 |
Financing Activity | ||
Common stock issued for cash | - | - |
Net cash provided by financing activity | - | - |
Investing Activities | ||
Purchase of investment in associated company | - | (140,000) |
Net cash used in investing activities | - | (140,000) |
Net decrease in cash during period | (2,934) | (135,835) |
Cash - Beginning of period | 227,289 | 293,124 |
Cash - End of period | $ 224,355 | $ 157,289 |
TRANS-ORIENT PETROLEUM LTD. |
Consolidated Interim Schedules of General and Administrative Expenses |
(Expressed in United States Dollars) |
(Unaudited - Prepared by Management) |
General and Administrative Expenses | ||
Accounting and audit | $ 526 | $ 95 |
Corporate relations and development | 1,350 | - |
Amortization | 2,666 | 2,633 |
Filing and transfer agency fees | 822 | 1,247 |
Foreign exchange loss | (2,046) | 640 |
Investor relations | - | 6,168 |
Legal | 1,287 | 565 |
Office and miscellaneous | 3,194 | 2,926 |
Rent | 3,441 | 3,902 |
Telephone | 753 | 1,402 |
Travel, promotion and accommodation | 823 | 3,139 |
Wages and benefits | 3,618 | 5,984 |
$ 16,434 | $ 28,701 | |
TRANS-ORIENT PETROLEUM LTD. |
Consolidated Interim Financial Statements |
(Expressed in United States Dollars) |
(Unaudited - Prepared by Management) |
As at October 31, 2003 |
NOTE 1 - NATURE OF OPERATIONS
Trans-Orient Petroleum Ltd. (the "Company") was incorporated under the Company Act (British Columbia) on July 25, 1986 and continued its jurisdiction of incorporation to the Yukon Territory under the Business Corporations Act (Yukon). The Company is engaged in identifying, financing, and providing business development services for early-stage resource and technology businesses ("Associated Companies"). The Company's operating strategy is to acquire a significant equity interest in Associated Companies and to provide financial, managerial, and technical support to accelerate the achievement of the Associated Companies' business goals and objectives. At October 31, 2003, the Company held interests in three Associated Companies.
The Company's consolidated financial statements are presented on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its liabilities in the normal course of operations. However, the Company does not generate sufficient cash flow from operations to adequately fund its activities and has therefore relied principally upon the issuance of securities for financing. Future capital requirements will depend on many factors including the Company's ability to execute its business plan. The Company intends to continue relying upon the issuance of securities to finance its future activities but there can be no assurance that such financing will be available on a timely basis under terms acceptable to the Company. Although these consolidated financial statements do not include any adjustments that may result from the inability to secure future financing, such condition would have a material adverse effect on the Company's business, results of oper ations and financial condition.
NOTE 2 - ACCOUNTING PRINCIPLES AND USE OF ESTIMATES
The accompanying unaudited consolidated interim financial statements of Trans-Orient Petroleum Ltd. and its wholly owned subsidiary DLJ Management Corp. and the accounts of AMG Oil Limited, of which the Company holds a 49.4% controlling interest are prepared in accordance with Canadian generally accepted accounting principles for interim financial statements and the instructions to BC FORM 51-901F of the British Columbia Securities Commission. All significant inter-company balances and transactions have been eliminated. This BC FORM 51-901F should be read in conjunction with the Company's annual audited consolidated financial statements dated July 31, 2003. All material adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods have been reflected. The results of the three months ended October 31, 2003 are not necessarily indicative of the results to be expected for the full year.
TRANS-ORIENT PETROLEUM LTD. |
Consolidated Interim Financial Statements |
(Expressed in United States Dollars) |
(Unaudited - Prepared by Management) |
As at October 31, 2003 |
NOTE 3 - INVESTMENT IN ASSOCIATED COMPANIES
At October 31, 2003, the Company's ownership interests in Associated Companies accounted for under the equity method or cost method of accounting are as follows:
Cost Method: | ||||||||||||
Verida Internet Corp. | $ | 1 | $ | - | $ | - | $ | - | $ | - | 1 | 8.68%/ |
|
|
|
|
| 844,642 | |||||||
Indo-Pacific Energy Ltd. | 507,608 | - | - | - | - | 507,608 | 10.75%/ | |||||
|
|
|
|
| 832,145 | |||||||
Gondwana Energy, Ltd. | 50,000 | - | - | - | - | 50,000 | 23.81%/ | |||||
|
|
|
|
|
| 3,000,000 | ||||||
| $ | 557,609 | $ | - | $ | - | $ | - | $ | - | $ 557,609 | ||
At October 31, 2003, the Company held the following stock options and share purchase warrants to purchase shares of common stock:
Indo-Pacific Energy Ltd. - Series "A" | 836,845 | $1.40 | December 31, 2003 |
Indo-Pacific Energy Ltd. | 175,000 | $1.15 | September 6, 2004 |
In addition to the Series "A" warrants above, series "B" warrants come into effect in the event of a commercial discovery on any of the permits sold to Indo-Pacific. Upon a discovery being made, Indo-Pacific will issue the Company additional warrants to acquire shares at a price of $2.50 per share equal to the number of shares of Series "A" warrants exercised. These warrants will expire on December 31, 2003 in conjunction with the Series "A" warrants.
Refer to Note 8
NOTE 4 - RELATED AND ASSOCIATED COMPANIES TRANSACTIONS
Certain transactions of the Company involve publicly traded companies having directors, officers and/or principal shareholders in common with the Company. These companies are Indo-Pacific Energy Ltd. ("Indo-Pacific"), Gondwana Energy, Ltd. ("Gondwana"), Verida Internet Corp. ("Verida") and TAG Oil Ltd. ("TAG")
Transactions with related and associated parties have occurred in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related and associated parties. The year-end balances referred to below are non-interest bearing, unsecured and receivable or payable on demand, and have arisen from the provision of services and expense reimbursements or advances described.
a) Due from/to Related and Associated Companies
At October 31, 2003, the Company was owed $7,883 (July 31, 2003 - $11,443) by TAG, a related company.
TRANS-ORIENT PETROLEUM LTD. |
Consolidated Interim Financial Statements |
(Expressed in United States Dollars) |
(Unaudited - Prepared by Management) |
As at October 31, 2003 |
NOTE 4 - RELATED AND ASSOCIATED COMPANIES TRANSACTIONS (continued)
At October 31, 2003, the Company owed $Nil (July 31, 2003 - $1,469) to Indo-Pacific, an associated company.
b) Loan Receivable from Associated Company
During the 2003 fiscal year, the Company negotiated a revised loan repayment term sheet with Verida with an effective date of April 1, 2003 whereby the Company will receive a reduced monthly repayment amount over a period of five years. The Company will receive CAD$3,000 (equivalent to approximately US$2,300 as at October 31, 2003) per month, which includes annual interest of 12%, over this new repayment period. There is considerable doubt whether the Company will receive all future payments relating to the loan repayment schedule. For the three months ended October 31, 2003 the Company has received $9,000 (October 31, 2002 - $45,497).
Refer to Note 8
c) Associated Company Transactions
The Company and Indo-Pacific came to an agreement in August of 2003, with an effective date of July 1, 2003, whereby Indo-Pacific agreed to pay $1,500 per month to DLJ Management Corp. ("DLJ"), a wholly-owned subsidiary of the Company, for a portion of DLJ's overhead in relation to work performed by DLJ on Indo-Pacific's behalf.
d) Other
During the 2003 fiscal year, the Company incurred $2,253 (October 31, 2002 - $2,118) for wages and benefits to a director of the Company.
NOTE 5 - SHARE CAPITAL
Authorized and Issued Share Capital
The authorized share capital of the Company consists of an unlimited number of common stock without par value.
Issued and fully paid: | of Shares | ||
Balance at October 31, 2003 and July 31, 2003 | 2,416,823 | $ 13,145,075 | |
NOTE 6 - LOSS PER SHARE
The loss per share is calculated using the weighted-average number of common shares outstanding during the fiscal year. For this purpose, stock consolidations are reflected on a retroactive basis to the preceding years. The weighted-average number of common shares outstanding used to calculate loss per share are as follows:
October 31, 2003 | 2,416,823 |
October 31, 2002 | 2,416,823 |
TRANS-ORIENT PETROLEUM LTD. |
Consolidated Interim Financial Statements |
(Expressed in United States Dollars) |
(Unaudited - Prepared by Management) |
As at October 31, 2003 |
NOTE 7 - COMPARATIVE FIGURES
Certain of the prior periods' comparative figures may have been reclassified in conformity with the current period's presentation.
NOTE 8 - SUBSEQUENT EVENTS
Investment in associated companies
The Company, on December 4, 2003 sold 725,000 shares of its investment in Indo-Pacific, with a carrying value of $0.61 per share, for a price of approximately $1.25 per share. The proceeds from the sale of this investment and additional working capital were used to purchase 765,500 units of Indo-Pacific at a price of approximately $1.30 (NZ$2.00) per unit by participating in Indo-Pacific's initial public offering ("IPO") to list on the New Zealand Stock Exchange. Each unit of Indo-Pacific purchased under the IPO include one common share and a half warrant, exercisable for one year at a price of approximately $1.37 (NZ$2.10). The Company, also reached an agreement with Indo-Pacific to amend the Company's 836,845 Series "A" warrants from an expiry date of December 31, 2003 for approximately one year in consideration of the Company renouncing the Series "B" warrants in to which the Series "A" warrants originally converted (together with a common share) as well as increasing the price of the S eries "A" warrants by US$0.10 to US$1.50 per common share.
Loan Receivable from Associated Company
The Company, has received an additional CAD$6,000 covering the period of November 2003 to December 2003 for the revised loan repayment term sheet.
QUARTERLY REPORT
INCORPORATED AS PART OF SCHEDULES B & C
ISSUER DETAILS:
| NAME OF ISSUER: | TRANS-ORIENT PETROLEUM LTD. |
| ISSUER ADDRESS: | 1407-1050 BURRARD STREET VANCOUVER, BRITISH COLUMBIA V6Z 2S3 |
| ISSUER TELEPHONE NUMBER: | (604) 682-6496 |
| CONTACT PERSON: | GARTH JOHNSON |
| CONTACT'S POSITION: | CHIEF FINANCIAL OFFICER |
| CONTACT TELEPHONE NUMBER: | (604) 682-6496 |
| CONTACT E-MAIL ADDRESS | N/A |
| WEB SITE ADDRESS | N/A |
| FOR QUARTER ENDED: | OCTOBER 31, 2003 |
| DATE OF REPORT: | DECEMBER 23, 2003 |
CERTIFICATE
THE SCHEDULE(S) 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. PLEASE NOTE THIS FORM IS INCORPORATED AS PART OF BOTH THE REQUIRED FILING OF SCHEDULE A AND SCHEDULES B & C.
| Garth Johnson | "Garth Johnson" | 03/12/23 |
| NAME OF DIRECTOR | SIGNATURE (TYPED) | DATE SIGNED (YY/MM/DD) |
| Peter Loretto | "Peter Loretto" | 03/12/23 |
| NAME OF DIRECTOR | SIGNATURE (TYPED) | DATE SIGNED (YY/MM/DD) |
TRANS-ORIENT PETROLEUM LTD. | ||
Schedule B: Supplementary Information | ||
(Expressed in United States Dollars) | ||
For the Period Ended October 31, 2003 | ||
1. For the period under review:
a) Summary of common shares issued: None
b) Summary of stock options granted/expired: None
c) Summary of warrants granted/expired: None
2. As at the end of the of the period under review:
a) Authorized capital: Unlimited number of common shares without par value
Issued and outstanding: 2,416,823 common shares
b) Summary of stock options outstanding:
27,777 | $31.50 | March 31, 2005 | ||
27,777 | ||||
c) Summary of warrants outstanding:
1,000,000 | $0.30 | June 12, 2004/ | ||
1,000,000 | ||||
d) Total shares in escrow: 2,822 common shares
e) List of directors and officers: Peter Loretto, President and Director
Garth Johnson, Secretary and Director
Michael Hart, Director
TRANS-ORIENT PETROLEUM LTD. | ||
Schedule C: Management Discussion | ||
(Expressed in United States Dollars) | ||
For the Period Ended October 31, 2003 | ||
Operations and financial
For the three-month period ended October 31, 2003, the Company recorded a net loss of $3,508 or $0.00 per share, versus $149,275 or $0.06 per share for the period ended October 31, 2002.
General and administrative expenses decreased to $16,434 for the period-ended October 31, 2003 compared to $28,701 for the comparable period last year. The majority of the Company's expenses decreased for the three-month period ended October 31, 2003 when compared with the same period last year, with the exception being an increase in cost of $1,350 for corporate relations and development, $431 for accounting and audit, $722 for legal and $268 for office and miscellaneous. The balance of general and administrative accounts shown on Schedule A of this BC FORM 51-901F decreased by a total of $15,038.
Losses before "other items" were equivalent to the general and administrative expenses for the period ended October 31, 2003 totaling $16,434 versus a loss of $28,701 for the comparable period last year.
"Other items", which affected the loss from operations for the period included interest income of $494 and a recovery of a loan receivable previously written-off of $6,617. For the comparable period last year loss from operations were affected by interest income of $865, a recovery of a loan receivable previously written-off of $28,911 and a write-down of investment in associated company of $150,350, resultant from a decrease in the market value of Indo-Pacific.
The net effect of these transactions for the three-month period ended October 31, 2003, after taking into effect the Non-Controlling interest portion of AMG totaling $5,815, is a net loss recorded for the period of $3,508, compared to a net loss of $149,275 for the same period last year.
Liquidity and Capital Resources
The Company had cash of $224,355 at October 31, 2003 versus $227,289 at July 31, 2003. The decrease in cash is attributable to operating costs of $16,434. However the Company was able to partially offset these operating costs affecting cash with proceeds, totaling $6,617 resultant from the recovery of a loan previously written-off and with the effects of the acquisition of control of AMG Oil Ltd as shown in Schedule A of our BC FORM 51-901-F dated July 31, 2003.
Working capital as at October 31, 2003 was $251,094 versus $257,751 at July 31, 2003. The Company has no long-term liabilities.
During the three-month period ended October 31, 2003, $2,934 in cash was used by operating activities, versus a provision of cash of $4,165 for operating activities for the comparable period last year. During the three-month period ended October 31, 2003 the Company did not complete any financing or investing activities. During the comparable period last year the Company did not complete and financing activities and its investing activities consisted of purchasing 175,000 units of Indo-Pacific at $0.80 per unit with each unit consisting of one common share and one share purchase warrant, exercisable at $0.90 in the first year and $1.15 in year two.
The net effect of the above noted transactions was a net use of cash of $2,934 for the three-month period ended October 31, 2003 compared to a net use of cash totaling $135,835 for the comparable period in 2002.
Other information
Investor Relations
During the period under review, the Company's investor relation's activities were minimal and consisted of issuing press releases and annual reports and answering telephone calls for information from shareholders.
Subsequent Events
Please refer to Schedule A of this BC FORM 51-901F for details relating to subsequent events associated with Investment in associated companies and loan receivable from associated company.
CORPORATE INFORMATION
DIRECTORS AND OFFICERS | LEGAL COUNSEL |
Peter Loretto, MBA | Lang Michener |
President, CEO, Director (1) | Vancouver, British Columbia |
Vancouver, British Columbia | |
Garth Johnson, CGA | AUDITORS |
Secretary, CFO, Director | |
Vancouver, British Columbia | Sadovnick Telford & Skov |
Michael Hart | Vancouver, British Columbia |
Vancouver, British Columbia (1) | |
(1) Member of audit committee | REGISTRAR AND TRANSFER AGENT |
CORPORATE OFFICE | Computershare Trust Company |
Corporate Services Division | |
1407-1050 Burrard Street | 4th Floor, 510 Burrard Street |
Vancouver, British Columbia | Vancouver, British Columbia |
Canada V6Z 2S3 | Canada V6C 3B9 |
Telephone: 1-604-682-6496 | Telephone: 1-888-661-5566 |
Facsimile: 1-604-682-1174 | Facsimile: 1-604-661-9480 |
Email: | |
SHAREHOLDER RELATIONS | |
SHARE LISTING | |
Telephone: 604-682-6496 | |
Facsimile: 604-682-1174 | OTCBB: TOPTF |
ANNUAL GENERAL MEETING | |
SUBSIDIARY | |
The annual general meeting will be held | |
DLJ Management Corp. | on January 5, 2004 at the offices of Lang |
Michener, Barristers & Solicitors, Suite 1500 | |
BANKERS | 1055 West Georgia St. Vancouver, B.C. at |
10:00am. | |
Bank of Montreal | |
Vancouver, British Columbia | |
SHARE CAPITAL | |
At October 31, 2003, there are 2,416,823 | |
shares issued and outstanding | |
This quarterly report contains forward-looking statements that are based on management's expectations and assumptions. They include statements preceded by words and phrases such as "intend", "believe", "will be expected", "is estimated", "plans", "anticipates", or stating that certain actions, events or results "will", "may" or "could" be taken, occur or be achieved. Forward-looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those anticipated.
