SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
Commission File Number: 0-29638
SPUR VENTURES INC.
(Exact name of registrant as specified in its charter)
Suite 1212 – 1130 West Pender Street
Vancouver, British Columbia, Canada V6E 4A4
(Address of Principal Offices)
[Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F: X 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.
Yes No: X__
[If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): _____________________________________
| Form 6-K | Page 2 |
Submitted herewith:
Third Quarterly Financial Statements ended on September 30, 2002 as reported to the British Columbia Securities Commission and the TSX Venture Exchange.
SIGNATURES
Pursuant to the requirements of he Securities Exchange Act of 1934, the registrant has duly caused this report to be signed in its behalf by the undersigned, thereunto duly authorized.
| Spur Ventures Inc. (Registrant) | ||
| By: | /s/ Y.B. Ian He | |
| Y.B. Ian He | ||
| CEO, President and Director | ||
| Date: | November 14, 2002 | |
SPUR VENTURES INC.
CONSOLIDATED BALANCE SHEETS
| September 30, | December 31, | |||||||
| In Canadian dollars as at | 2002 | 2001 | ||||||
| ( Unaudited ) | (Audited) | |||||||
| ASSETS | ||||||||
| Current | ||||||||
| Cash and cash equivalents | $ | 384,485 | $ | 371,758 | ||||
| Accounts receivable and prepaid expenses | 15,579 | 12,157 | ||||||
| Marketable securities (market value: $nil, 2001 - $492,950) | - | 492,950 | ||||||
| 400,064 | 876,865 | |||||||
| Mineral properties | 2,536,513 | 2,251,568 | ||||||
| $ | 2,936,577 | $ | 3,128,433 | |||||
| LIABILITIES | ||||||||
| Current | ||||||||
| Accounts payable and accrued liabilities | $ | 25,880 | $ | 73,644 | ||||
| SHAREHOLDERS' EQUITY | ||||||||
| Capital stock | ||||||||
| Authorized - | ||||||||
| 100,000,000 Common shares without par value | ||||||||
| 100,000,000 Preferred shares without par value | ||||||||
| Issued - | ||||||||
| 17,949,328 Common shares ( 2001 - 17,949,328 ) | 6,231,555 | 6,231,555 | ||||||
| Deficit | (3,320,858 | ) | (3,176,766 | ) | ||||
| 2,910,697 | 3,054,789 | |||||||
| $ | 2,936,577 | $ | 3,128,433 | |||||
| APPROVED BY THE DIRECTORS | ||||||||
| "Robert G. Atkinson" | "Y.B. Ian He" | |
| Director | Director |
SPUR VENTURES INC.
CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT
FOR THREE-MONTH AND NINE-MONTH ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited )
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| In Canadian dollars | 2002 | 2001 | 2002 | 2001 | ||||||||
| Expenses | ||||||||||||
| Consulting fees | $ | 35,045 | $ | 17,975 | $ | 92,084 | $ | 53,606 | ||||
| Management fees | 12,500 | 12,500 | 37,500 | 37,500 | ||||||||
| Office and miscellaneous | 3,606 | 7,094 | 16,702 | 19,474 | ||||||||
| Printing and mailing | 1,000 | 4,052 | (8,933 | ) | 8,455 | |||||||
| Professional fees | 11,767 | 11,706 | 38,853 | 29,124 | ||||||||
| Rent | 7,880 | 8,129 | 23,927 | 24,457 | ||||||||
| Transfer agent and filing fees | 2,364 | 2,954 | 6,136 | 9,979 | ||||||||
| Travel, advertising and promotion | 725 | 12,748 | 6,285 | 31,112 | ||||||||
| 74,887 | 77,158 | 212,554 | 213,707 | |||||||||
| Other income | ||||||||||||
| Gain on disposal of marketable securities | 23,435 | - | 28,365 | 127,771 | ||||||||
| Interest income | 903 | 8,658 | 2,347 | 17,543 | ||||||||
| Dividend income | 7,400 | 6,250 | 37,750 | 54,250 | ||||||||
| 31,738 | 14,908 | 68,462 | 199,564 | |||||||||
| Loss for the period | (43,149 | ) | (62,250 | ) | (144,092 | ) | (14,143 | ) | ||||
| Deficit, Beginning of period | (3,277,709 | ) | (2,884,024 | ) | (3,176,766 | ) | (2,932,131 | ) | ||||
| Deficit, End of period | $ | (3,320,858 | ) | $ | (2,946,274 | ) | $ | (3,320,858 | ) | $ | (2,946,274 | ) |
| Basic and diluted loss per common share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.00 | ) |
| Weighted average number of common | ||||||||||||
| shares | ||||||||||||
| outstanding | 17,949,328 | 17,949,328 | 17,949,328 | 17,879,118 | ||||||||
SPUR VENTURES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE-MONTH AND NINE-MONTH ENDED SEPTEMBER 30, 2002 AND 2001
( Unaudited )
| Three months ended | Nine months ended | |||||||||||
| September 30, | September 30, | |||||||||||
| In Canadian dollars | 2002 | 2001 | 2002 | 2001 | ||||||||
| Cash flows from operating activities | ||||||||||||
| Dividend received | $ | 7,400 | $ | 6,250 | $ | 37,750 | $ | 54,250 | ||||
| Interest received | 557 | 8,701 | 1,821 | 17,671 | ||||||||
| Interest paid | (106 | ) | (193 | ) | (473 | ) | (507 | ) | ||||
| Cash paid to suppliers and employees | (53,123 | ) | (66,228 | ) | (262,741 | ) | (232,984 | ) | ||||
| (45,272 | ) | (51,470 | ) | 223,643 | ) | (161,570 | ) | |||||
| Cash flows from investing activities | ||||||||||||
| Feasibility study, project development | (130,574 | ) | (32,718 | ) | (284,945 | ) | (119,956 | ) | ||||
| Purchase of marketable securities | (134,250 | ) | (539,784 | ) | (134,250 | ) | (1,002,784 | ) | ||||
| (264,824 | ) | (572,502 | ) | (419,195 | ) | (1,122,740 | ) | |||||
| Cash flows from financing activities | ||||||||||||
| Exercise of stock options | - | - | - | 92,625 | ||||||||
| Proceeds from disposal of marketable | ||||||||||||
| securities | 408,635 | - | 655,565 | 1,002,028 | ||||||||
| 408,635 | - | 655,565 | 1,094,653 | |||||||||
| (Decrease) Increase in cash and cash | ||||||||||||
| equivalents | 98,539 | (623,972 | ) | 12,727 | (189,657 | ) | ||||||
| Cash and cash equivalents, beginning of | ||||||||||||
| period | 285,946 | 1,038,775 | 371,758 | 604,460 | ||||||||
| Cash and cash equivalents, end of period | $ | 384,485 | $ | 414,803 | $ | 384,485 | $ | 414,803 | ||||
SPUR VENTURES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
(Unaudited)
| 1. | Basis of Presentation The unaudited consolidated financial statements include Spur Ventures Inc. (“the Company”), and its wholly owned subsidiary company, Kunlun Potash Ltd. All significant inter-company transactions and accounts have been eliminated. |
| 2. | Mineral Properties |
| September 30, | December 31, | ||||||
| 2002 | 2001 | ||||||
| Mineral property expenditure | |||||||
| Yichang phosphate – feasibility study | 2,536,513 | 2,251,568 | |||||
| $ | 2,536,513 | $ | 2,251,568 | ||||
| 3. | Related Party Transactions Due the nine-month period ended September 30, 2002, the Company paid consulting fee of $56,584 to a company controlled by a director, management fee of $37,500 to a company controlled by a director and legal fee of $13,355 to a law firm of which a director is a partner. |
SPUR VENTURES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
(Unaudited)
| 4. | Segmented Information Management considers the exploration of phosphate interest in China to be the company’s principal activity. All of the expenditures incurred in China in respect of this activity to date have been capitalized. |
| September 30, 2002 | ||||||||
| Canada | China | Consolidated | ||||||
| Current assets | $ | 400,064 | $ | - | $ | 400,064 | ||
| Mineral properties | - | 2,536,513 | 2,536,513 | |||||
| Total assets | $ | 400,064 | $ | 2,536,513 | $ | 2,936,577 | ||
| December 31, 2001 | ||||||||
| Canada | China | Consolidated | ||||||
| Current assets | $ | 876,865 | $ | - | $ | 876,865 | ||
| Mineral properties | - | 2,251,568 | 2,251,568 | |||||
| Total assets | $ | 876,865 | $ | 2,251,568 | $ | 3,128,433 | ||
SPUR VENTURES INC.
SCHEDULE B: SUPPLEMENTARY INFORMATION
SEPTEMBER 30, 2002
1. Analysis of Expenses and Deferred Costs, Year to Date
(A) Expenses: General administrative expenses are broken down in the consolidated statement.
(B) Mineral Properties:
| September 30, 2002 | December 31, 2001 | |||||
| Mineral property expenditure | ||||||
| Yichang phosphate - feasibility study | $ | 2,536,513 | $ | 2,251,568 | ||
| $ | 2,536,513 | $ | 2,251,568 | |||
2. Related party transactions
During the nine-month period ended September 30, 2002, the Company paid $56,584 as consulting fee and $37,500 as management fee to companies controlled by the directors of the Company. The Company also paid $13,355 to a law firm that has a partner acting as a director of the Company.
3. For the quarter under review:
(A) Shares issued during the quarter: Nil.
(B) Stock Options granted during this quarter: Nil.
4. As at the end of the quarter:
(A) Authorized
100,000,000 common shares without par value. 100,000,000 preferred shares without par value, issueable in series and with special rights and restrictions to be determined on issuance
(B) Issued
| Number of common shares | Amount | |
| December 31, 2001 | 17,949,328 | $ 6,231,555 |
| September 30, 2002 | 17,949,328 | $ 6,231,555 |
(C) Stock Options
The following table summarizes the options outstanding and exercisable at September 30, 2002:
| Number of options | Exercise price | Expiry date | |
| 250,000 | 0.90 | October 18, 2005 | |
| 700,000 | 0.90 | June 18, 2006 | |
| 50,000 | 0.90 | November 19, 2006 | |
| 1,000,000 | |||
(D) List of Directors as at September 30, 2002: Alain Albagli, Robert G. Atkinson, David Black, Ernest K. Cheung, Gordon Ewart, Y.B. Ian He, Colin Leech-Porter, George H. Plewes,
SPUR VENTURES INC.
SCHEDULE C: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
September 30, 2002
1. Description of Business
Spur Ventures Inc. is a natural resource development company. It focuses on the development of Yichang Phosphate Fertilizer Project in China. The project is intended to integrate phosphate rock mining and fertilizer manufacturing to produce 1 million t/y high-analysis phosphate fertilizers for China's domestic market. The integrated project includes a mine with a capacity of 1.25 million t/y and a chemical complex on the Yangtze River to produce 1 million t/y compound fertilizer (NPK). A positive feasibility study on the project by Jacobs Engineering Inc was completed at the end of 2000 and approved recently by the Chinese government in April 2002. The environmental assessment study on the project was completed and approved by Chinese government in March 2001.
2. Discussion of Operations and Financial Conditions
Total general and administrative costs for the three months ended September 30, 2002 were $74,887. The total fees paid to the engineering firms for the feasibility and environmental studies on the Yichang project in the quarter were $130,574. A fee of $15,000 was paid to a company related to Triennex in assisting Spur’s project financing efforts. There have been no other material expenditures and no investor relation activity during this quarter.
The proposed financing in the second quarter to raise working capital through private placements has not been closed due mainly to the adverse capital market conditions in the third quarter. The financing proposes to issue 1,000,000 units. Each unit is consisted of one common share at $0.60 per share and one one-year share purchase warrant at $0.70 per share.
The phosphate markets worldwide have experienced steady recovery from its trough in 2001. In China, phosphate import in 2002 has regained its 1998 high. Total DAP and NPK import in 2002 is expected to reach 7 million tonnes. Many industry analysts predicted a stronger upswing of the phosphate demand and price in the spring of 2003.
3. Subsequent Events
Based on a staged project implementation plan as proposed by Jacobs Engineering Inc., Triennex amended the original financial package and resubmitted related institutions. Triennex has noticed the Company that positive progress has been made since the submission. The Company’s management and Triennex were planning a trip to Yichang, China in late November to conduct financing due diligence.
4. Financings, Principal Purposes and Milestones
Not applicable
5. Liquidity and Solvency
At September 30, 2002, Spur had working capital of $400,064. The Company has no internal source of funding. The cash it has on hand should be sufficient to fund the Company in its current fiscal year’s business activities in project financing and identifying strategic JV partners. However, a minor financing may be necessary to supplement additional working capital requirement. The future of the Company depends on its ability to fund the Yichang project, general market conditions and many other factors.