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 March 23, 2004
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 March 23, 2004 |
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: March 23, 2004 |
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: | JANUARY 31, 2004 |
| DATE OF REPORT: | MARCH 23, 2004 |
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" | 04/03/23 |
| NAME OF DIRECTOR | SIGNATURE (TYPED) | DATE SIGNED (YY/MM/DD) |
| Peter Loretto | "Peter Loretto" | 04/03/23 |
| NAME OF DIRECTOR | SIGNATURE (TYPED) | DATE SIGNED (YY/MM/DD) |
TRANS-ORIENT PETROLEUM LTD. |
Consolidated Interim Balance Sheets |
(Expressed in United States Dollars) |
January 31, 2004 | July 31, 2003 | |
(Unaudited - Prepared by Management) | (Audited) |
Assets | ||
Current | ||
Cash | $ 104,739 | $ 227,289 |
Accounts receivable | 617 | 2,155 |
Due from related company (Note 4) | 7,556 | 11,443 |
Loan receivable | 30,000 | 30,000 |
Prepaid expenses | 39,355 | 34,025 |
182,267 | 304,912 | |
Investment in associated companies (Note 3) | 1,110,359 | 557,609 |
Property and equipment | 115,626 | 120,761 |
Oil and gas interest | 1 | 1 |
| ||
Total Assets | $ 1,408,253 | $ 983,283 |
Liabilities | ||
Current | ||
Accounts payable and accrued liabilities | $ 48,332 | $ 45,692 |
Due to associated company | - | 1,469 |
Total Liabilities | 48,332 | 47,161 |
Non-Controlling Interest in AMG Oil Ltd. | 51,030 | 57,581 |
Shareholders' Equity | ||
Common stock without par value; | ||
Unlimited number of shares authorized; | ||
Issued and outstanding at January 31, 2004: (Note 5) | ||
2,416,823 shares (July 31, 2003: 2,416,823 shares) | 13,145,075 | 13,145,075 |
Common stock held by subsidiary: 2,205 shares | (11,993) | (11,993) |
Deficit | (11,824,191) | (12,254,541) |
Total Shareholders' Equity | 1,308,891 | 878,541 |
Total Liabilities and Shareholders' Equity | $ 1,408,253 | $ 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) | $ 31,077 | $ 38,779 | $ 47,511 | $ 67,480 |
Loss before other items | (31,077) | (38,779) | (47,511) | (67,480) |
Other Items | ||||
Interest income | 715 | 711 | 1,209 | 1,576 |
Write-down of investment in associated company (Note 3) | - | - | - | (150,350) |
Gain on sale of investment in associated company (Note 3) | 461,103 | 16,438 | 461,103 | 16,438 |
Recovery of loan receivable previously Written-off (Note 4) | 2,381 | 151 | 8,998 | 29,062 |
Income (Loss) from operations | 433,122 | (21,479) | 423,799 | (170,754) |
Non-Controlling interest | 736 | - | 6,551 | - |
Net income (loss) for the period | 433,858 | (21,479) | 430,350 | (170,754) |
Deficit - Beginning of period | (12,258,049) | (12,142,809) | (12,254,541) | (11,993,534) |
Deficit - End of Period | $ (11,824,191) | $ (12,164,288) | $ (11,824,191) | $ (12,164,288) |
Income (loss) per share - basic | $ 0.18 | $ (0.01) | $ 0.18 | $ (0.07) |
- diluted | $ 0.13 | $ (0.01) | $ 0.12 | $ (0.07) |
TRANS-ORIENT PETROLEUM LTD.s |
Consolidated Interim Statements of Cash Flows |
(Expressed in United States Dollars) |
(Unaudited - Prepared by Management) |
Operating Activities | ||||
Net income (loss) for the period | $ 433,858 | $ (21,479) | $ 430,350 | $ (170,754) |
Adjustments to reconcile net loss to | ||||
cash applied to operating activities: | ||||
Amortization | 2,469 | 2,633 | 5,135 | 5,266 |
Write-down of investment in associated company | - | - | - | 150,350 |
Non-controlling interest | (736) | - | (6,551) | - |
Gain on sale of investment in associated company | (461,103) | (16,438) | (461,103) | (16,438) |
Recovery of loan in associated company | (2,381) | (151) | (8,998) | (29,062) |
Changes in non-cash working capital: | ||||
Accounts receivable | (106) | 2,995 | 1,538 | (1,642) |
Due to/from related company | (1,247) | (204) | 2,418 | 1,639 |
Due from associated companies | - | 389 | - | 202 |
Prepaid expenses | (2,327) | (4,398) | (5,330) | (4,867) |
Loan receivable from associated company | 2,381 | 151 | 8,998 | 29,062 |
Taxes payable | - | (9,757) | - | (9,757) |
Accounts payable and accrued liabilities | 1,223 | (4,045) | 2,640 | (1,790) |
Due to associated company | - | 4,952 | - | 6,604 |
Net cash used in operating activities | (27,969) | (45,352) | (30,903) | (41,187) |
Financing Activity | ||||
Common stock issued for cash | - | - | - | - |
Net cash provided by financing activity | - | - | - | - |
Investing Activities | ||||
Proceeds from sale of investment in associated company | 903,353 | 63,058 | 903,353 | 63,058 |
Purchase of investment in associated company | (995,000) | - | (995,000) | (140,000) |
Net cash provided by (used in) investing activities | (91,647) | 63,058 | (91,647) | (76,942) |
Net increase (decrease) in cash during period | (119,616) | 17,706 | (122,550) | (118,129) |
Cash position - Beginning of period | 224,355 | 157,289 | 227,289 | 293,124 |
Cash position - End of period | $ 104,739 | $ 174,995 | $ 104,739 | $ 174,995 |
TRANS-ORIENT PETROLEUM LTD. |
Consolidated Interim Schedules of General and Administrative Expenses |
(Expressed in United States Dollars) |
(Unaudited - Prepared by Management) |
Three Months | Three Months | Six Months | Six Months | |
Ended | Ended | Ended | Ended | |
January 31, | January 31, | January 31, | January 31, | |
2004 | 2003 | 2004 | 2003 | |
GENERAL AND ADMINISTRATIVE EXPENSES | ||||
Accounting and audit | $ 37 | $ 2,692 | $ 563 | $ 2,787 |
Amortization | 2,469 | 2,633 | 5,135 | 5,266 |
Corporate relations and development | - | 1,124 | 1,350 | 1,124 |
Filing and transfer agency fees | 4,767 | 1,995 | 5,589 | 3,242 |
Foreign exchange loss | 87 | 2,291 | (1,959) | 2,931 |
Investor relations | - | 5,856 | - | 12,024 |
Legal | 858 | 365 | 2,145 | 930 |
Office and miscellaneous | 4,692 | 4,837 | 7,886 | 7,763 |
Printing | 3,211 | 3,341 | 3,211 | 3,341 |
Rent | 3,192 | 4,398 | 6,633 | 8,300 |
Telephone | 1,598 | 1,838 | 2,351 | 3,240 |
Travel, promotion and accommodation | 1,514 | 1,624 | 2,337 | 4,763 |
Wages and benefits | 8,652 | 5,785 | 12,270 | 11,769 |
$ 31,077 | $ 38,779 | $ 47,511 | $ 67,480 | |
TRANS-ORIENT PETROLEUM LTD. |
Consolidated Interim Financial Statements |
(Expressed in United States Dollars) |
(Unaudited - Prepared by Management) |
As at January 31, 2004 |
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 January 31, 2004, 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. 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 operations 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 six months ended January 31, 2004 are not necessarily indicative of the results to be expected for the full year.
NOTE 3 - INVESTMENT IN ASSOCIATED COMPANIES
At January 31, 2004, 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%/ |
Austral Pacific Energy Ltd. | 507,608 | (442,250) | 995,000 | 1,060,358 | 6.79%/ |
Gondwana Energy, Ltd. | 50,000 | - | - | 50,000 | 23.81%/ |
$ 557,609 | $ (442,250) | $ 995,000 | $ 1,110,359 | ||
At January 31, 2004, the Company held the following share purchase warrants to purchase shares of common stock:
Number | Price | Expiry | |
Of Shares | Per Share | Date | |
Austral Pacific Energy Ltd. - Series "A" | 836,845 | $1.50 | January 5, 2004 |
Austral Pacific Energy Ltd. | 175,000 | $1.15 | September 6, 2004 |
Austral Pacific Energy Ltd. - NZ IPO | 382,750 | NZ$ 2.10 | January 5, 2005 |
The Company, on December 4, 2003, sold 725,000 shares of its investment in Austral Pacific Energy Ltd. ("Austral Pacific") (formerly "Indo-Pacific Energy Ltd."), with a carrying value of $442,250 or $0.61 per share, for $903,353, or approximately $1.25 per share, resulting in a gain over carrying value of $461,103. The proceeds from the sale of this investment and additional working capital were used to purchase 765,500 units of Austral Pacific at a price of $1.30 (NZ$2.00) per unit by participating in Austral Pacific's initial public offering ("IPO") to list on the New Zealand Stock Exchange. Each unit of Austral 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 Austral 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 Series "A" warrants by US$0.10 to US$1.50 per common share.
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 Austral Pacific Energy Ltd. ("Austral Pacific") (formerly "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 January 31, 2004, the Company was owed $7,556 (July 31, 2003 - $11,443) by TAG, a related company.
At January 31, 2004, the Company owed $Nil (July 31, 2003 - $1,469) to Austral 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$2,200 as at January 31, 2004) 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 six months ended January 31, 2004 the Company has received $8,998 (January 31, 2003 - $29,062).
c) Associated Company Transactions
The Company and Austral Pacific (formerly "Indo-Pacific") came to an agreement in August of 2003, with an effective date of July 1, 2003, whereby Austral 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 Austral Pacific's behalf.
d) Other
During the six months ended January 31, 2004, the Company incurred $5,391 (January 31, 2003 - $4,583) for wages and benefits to a director of the Company.
NOTE 5 - SHARE CAPITAL
a) 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: | |||
Balance at January 31, 2004 and July 31, 2003 | 2,416,823 | $ 13,145,075 | |
b) Summary of stock options outstanding:
$31.50 | March 31, 2005 |
c) Summary of warrants outstanding:
$0.30 | June 12, 2004 |
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:
January 31, 2004 | 2,416,823 |
January 31, 2003 | 2,416,823 |
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
No significant events have taken place subsequent to the balance sheet date.
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: | JANUARY 31, 2004 |
| DATE OF REPORT: | MARCH 23, 2004 |
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" | 04/03/23 |
| NAME OF DIRECTOR | SIGNATURE (TYPED) | DATE SIGNED (YY/MM/DD) |
| Peter Loretto | "Peter Loretto" | 04/03/23 |
| 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 January 31, 2004 | ||
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 |
c) Summary of warrants outstanding:
1,000,000 | $0.30 | June 12, 2004 |
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 January 31, 2004 | ||
Operations and financial
For the six-month period ended January 31, 2004, the Company recorded net income of $430,350 or $0.18 per share resultant from a transaction of a non-recurring nature, versus a net loss of $170,754 or $0.07 per share for the period ended January 31, 2003.
General and administrative expenses, decreased to $47,511 for the period-ended January 31, 2004 compared to $67,480 for the comparable period last year. The majority of the Company's expenses decreased for the six-month period ended January 31, 2004 when compared with the same period last year, with the exception being an increase in cost to $1,350 (2003: $1,124) for corporate relations and development, $5,589 (2003: $3,242) for filling and transfer agency fees, $2,145 (2003: $930) for legal, $7,886 (2003: $7,763) for office and miscellaneous and $12,270 (2003: $11,769) for wages and benefits.
Significant decreases to general and administrative expenses included a decrease to $563 (2003: $2,787) for accounting and audit, a recovery of foreign exchange of $1,959 (2003: $2,931), $Nil (2003: $12,024) for investor relations, $6,633 (2003: $8,300) for rent and $2,337 (2003: $4,763) for travel, promotion and accommodation. Other expenses that decreased marginally for the period ending January 31, 2004 were amortization, printing and telephone.
Please refer to the Consolidated Interim Schedules of General and Administrative Expenses located in Schedule A of this BC FORM 51-901F for further information.
Losses before "other items" were equivalent to the general and administrative expenses for the period ended January 31, 2004 totaling $47,511 versus a loss of $67,480 for the comparable period last year.
"Other items", which created income from operations, for the period ended January 31, 2004, included interest income of $1,209 and a recovery of a loan receivable previously written-off of $8,998. In addition, the Company recorded a gain on sale of investment in associated company of $461,103, resultant from the sale of 725,000 shares of the Company's investment in Austral Pacific Energy Ltd. ("Austral Pacific") (formerly "Indo-Pacific Energy Ltd."), with a carrying value of $442,250, for proceeds of $903,353. The sale of the investment in Austral Pacific was completed by the Company to enable the Company to generate sufficient cash to participate in Austral Pacific's New Zealand Initial Public Offering on the New Zealand Stock Exchange and the Company believes that this transaction is of a non-recurring nature. Please refer to Note 3 included in Schedule A of this BC FORM 51-901F, for further information.
For the comparable period last year the Company's loss from operations were affected by interest income of $1,576, a recovery of a loan receivable previously written-off of $29,062, a gain on sale of investment in associated company of $16,438 and a write-down of investment in associated company of $150,350.
The net effect of these transactions for the six-month period ended January 31, 2004, after taking into effect the Non-Controlling interest portion of AMG totaling $736, is a net income recorded for the period of $430,350, compared to a net loss of $170,754 for the same period last year.
Liquidity and Capital Resources
The Company had cash of $104,739 at January 31, 2004 versus $227,289 at July 31, 2003. The decrease in cash is attributable to net cash used in operating activities of $30,903 and the net amount of cash used in the sale and purchase of shares of Austral Pacific totaling $91,647.
Working capital as at January 31, 2004 was $133,935 versus $257,751 at July 31, 2003. The Company has no long-term liabilities.
During the six-month period ended January 31, 2004, $30,903 in cash was used by operating activities, versus a use of cash of $41,187 for operating activities for the comparable period last year.
During the six-month period ended January 31, 2004 and January 31, 2003 the Company did not complete any financing activities.
During the six month period ending January 31, 2004 the Company's investing activities consisted of selling 725,000 shares of its investment in Austral Pacific Energy Ltd. ("Austral Pacific") (formerly "Indo-Pacific Energy Ltd."), with a carrying value of $442,250, for $903,353. The proceeds from the sale of this investment and additional working capital of $91,647 were used to purchase 765,500 units of Austral Pacific at a price of $1.30 (NZ$2.00) per unit by participating in Austral Pacific's initial public offering ("IPO") to list on the New Zealand Stock Exchange. Each unit of Austral 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). For the comparable period last year the Company's investing activities consisted of purchasing 175,000 units of Austral Pacific at $0.80 per unit ($140,000) 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 and selling 63,000 shares of Austral Pacific for cash proceeds of $63,058.
The net effect of the above noted transactions was a net use of cash of $122,550 for the six-month period ended January 31, 2004 compared to a net use of cash totaling $118,129 for the comparable period in 2003.
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
Change of Auditors
On March 17, 2004 the Company's auditors, Sadovnick Telford & Skov, Chartered Accountants, resigned and were replaced as auditors by DeVisser Gray, Chartered Accountants. No reportable event, as defined in National Policy Statement No. 31 of the Canadian Securities Administrators, had arisen from the former auditors engagement as auditor of the 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 | DeVisser Gray |
Michael Hart | Vancouver, British Columbia |
Vancouver, British Columbia (1) | |
(1) Member of audit committee | REGISTRAR AND TRANSFER AGENT |
CORPORATE OFFICE | Computershare Investor Services |
9th Floor, University Avenue | |
1407-1050 Burrard Street | Toronto, Ontario |
Vancouver, British Columbia | Canada M5J 2Y1 |
Canada V6Z 2S3 | Telephone: 1-888-661-5566 |
Telephone: 1-604-682-6496 | Facsimile: 1-416-263-9261 |
Facsimile: 1-604-682-1174 | Email: webservice@computershare.com |
SHAREHOLDER RELATIONS | SHARE LISTING |
Telephone: 604-682-6496 | OTCBB: TOPTF |
Facsimile: 604-682-1174 | |
ANNUAL GENERAL MEETING | |
BANKERS | |
The annual general meeting was held | |
Bank of Montreal | on January 5, 2004 at the offices of Lang |
Vancouver, British Columbia | Michener, Barristers & Solicitors, Suite 1500 |
1055 West Georgia St. Vancouver, B.C. at | |
SUBSIDIARY | 10:00am. |
DLJ Management Corp. | |
SHARE CAPITAL | |
At March 23, 2004, 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.
