______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of January, 2004
Gee-Ten Ventures Inc.
Commission File No. 0-29964
525 Seymour Street, Suite 212
Vancouver, British Columbia
Canada V6B 3H7
(Address of principal executive office)
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): 82- N/A
Interim Consolidated Financial Statements of
GEE-TEN VENTURES INC.
Three months and six months ended November 30, 2003 and 2002
Unaudited
Prepared by Management
GEE-TEN VENTURES INC.
Consolidated Balance Sheets
November 30,
May 31,
2003
2003
(unaudited)
(audited)
Assets
Current assets:
Cash and cash equivalents
$
143,603
$
210,405
Accounts receivable
2,980
13,648
Advances and prepaid expenses
9,000
7,328
Total current assets
155,583
231,381
Capital assets, net of accumulated amortization
of $2,946 (May 31, 2003 - $856)
10,739
7,882
Mineral properties
195,214
9,214
Deferred exploration
131,399
125,460
Total assets
$
492,935
$
373,937
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued liabilities
$
22,576
$
22,285
Due to related parties
1,771
66,274
Total current liabilities
24,347
88,559
Shareholders' equity:
Share capital
3,090,779
2,752,479
Special warrants
-
17,500
Contributed surplus
63,792
63,792
Deficit
(2,685,983)
(2,548,393)
Total shareholders' equity
468,588
285,378
Total liabilities and shareholders' equity
$
492,935
$
373,937
See accompanying notes to interim consolidated financial statements.
1
GEE-TEN VENTURES INC.
Interim Consolidated Statements of Operations and Deficit
(Unaudited-Prepared by Management)
Three months ended
Six months ended
November 30,
November 30,
2003
2002 2003
2002
Revenue:
Interest
$
338
$
-
$
1,190
$
29
Expenses:
Amortization
638
235
1,143
249
Bank charges and interest
179
69
622
234
Management fee
7,500
7,500
15,000
15,000
New business search/evaluation
27,830
-
27,830
-
Office, printing and telephone
14,247
3,679
24,408
4,508
Professional fee
13,675
12,820
29,587
22,813
Promotion and travel
14,221
1,925
23,790
1,925
Regulatory fee
-
1,216
1,430
3,726
Rent
3,205
1,500
6,910
3,000
Transfer agent & shareholder information
6,787
3,334
8,060
4,383
88,282 32,278 138,780 55,838
Loss for the period
(87,944)
(32,278)
(137,590)
(55,809)
Deficit, beginning of period
(2,598,039)
(2,347,701)
(2,548,393)
(2,324,170)
Deficit, end of period
$
(2,685,983)
$ (2,379,979) $ (2,685,983) $ (2,379,979)
Basic & Diluted Loss Per Share
$(0.01)
$(0.01)
$(0.01)
$(0.01)
See accompanying notes to interim consolidated financial statements.
2
GEE-TEN VENTURES INC.
Interim Consolidated Statements of Cash Flows
(Unaudited-Prepared by Management)
Three months ended
Six months ended
November 30,
November 30,
2003 2002 2003 2002
Cash provided by (used in):
Cash flows provided by (used in) operating activities:
Loss for the period
$(87,944)
$(32,278)
$
(137,590)
$(55,809)
Items not involving cash:
Amortization
638
235
1,143
249
Changes in non-cash operating working capital:
Accounts receivable
12,508
(557)
10,668
(1,641)
Advances and prepaid expenses
1,058
12,141
(1,672)
(159)
Accounts payable and accrued liabilities
9,663
8,148
291
(13,801)
Due to related parties
1,070
18,405
(64,503)
(69,089)
Loan payable
-
-
-
(32,602)
Cash flows used in operating activities
(63,007) 6,094 (191,663) (172,852)
Cash flows provided by (used in) investing activities:
Deferred exploration costs
-
-
(5,939)
(6,917)
Mineral Property acquisition
-
-
(10,000)
-
Purchase of capital assets
(4,000)
(7,119)
(4,000)
(7,119)
(4,000) (7,119) (19,939) (14,036)
Cash flows provided by financing activities:
Shares issued pursuant to:
Exercise of stock options
34,000
-
34,000
-
Exercise of warrants
98,300
-
110,800
-
Debt settlement
-
-
-
128,571
Total cash flows provided by financing activities
132,300 - - 144,800 128,571
Increase (decrease) in cash and cash equivalents
65,293
(1,025)
(66,802)
(58,317)
Cash and cash equivalents, beginning of period
78,310
1,310
210,405
58,602
Cash and cash equivalents, end of period
$
143,603
$285
$143,603
$285
Non cash transactions
Issuance of 800,000 shares for property acquisition
-
-
$176,000
-
Conversion of special warrants to shares & warrants
$12,500
-
$17,500
-
989,000 shares issued for debt settlement
-
-
-
$128,571
See accompanying notes to interim consolidated financial statements.
3
GEE-TEN VENTURES INC.
Interim Consolidated Statements of Deferred Exploration
(Unaudited - - Prepared by Management)
Three months ended
Six months ended
November 30,
November 30,
2003 2002 2003 2002
Exploration
Claim Maintenance fee
-
-
5,939
2,534
Professional fee
-
-
-
4,383
Deferred Exploration for the period
- - - 5,939 6,917
Deferred Exploration beginning of period
131,399
18,649
125,460
11,732
Deferred Exploration, end of period
$131,399
$18,649
$131,399
$18,649
Interim Consolidated Statements of Mineral Properties
(Unaudited - - Prepared by Management)
Three months ended
Six months ended
November 30,
November 30,
2003 2002 2003 2002
For acquisition of Quebec property
Cash payment
-
-
10,000
-
Issuance of 800,000 shares at a deemed
price of $0.22 per share
-
-
176,000
-
Mineral properties costs for the period
- - - 186,000 - -
Mineral properties costs, beginning of period
195,214
7,885
9,214
7,885
Mineral properties costs, end of period
$195,214
$7,885
$195,214
$7,885
See accompanying notes to interim consolidated financial statements.
4
GEE-TEN VENTURES INC.
Notes to Interim Consolidated Financial Statements
Three months ended November 30, 2003 and 2002
Six months ended November 30, 2003 and 2002
(Unaudited - - Prepared by Management)
Significant Accounting Policies:
These interim consolidated financial statements of Gee-Ten Ventures Inc. (the "Company") have been prepared by management, and have not been audited or reviewed by an independent public accountant. These interim consolidated financial statements do not include all disclosures required by Canadian generally accepted accounting principles for annual financial statements, and accordingly, these interim consolidated financial statements should be read in conjunction with the Company's most recent annual consolidated financial statements. These interim consolidated financial statements follow the same accounting policies and methods of application as the Company's audited annual consolidated financial statements as at and for the year ended May 31, 2003.
5
Schedule B: Supplementary Information
GEE-TEN VENTURES INC.
November 30, 2003
(Prepared by Management)
Section 1
A.
EXPENDITURES TO NON-ARMS LENGTH PARTIES (YEAR-TO-DATE):
Management fee
$15,000
Rent
$2,500
----------------
$17,500
=======
Section 2
A.
SECURITIES ISSUED DURING QUARTER ENDED NOVEMBER 30, 2003:
DATE OF
TYPE
Type of
NUMBER
TOTAL
Type of
ISSUE
OF SEC
ISSUE
AMOUNT
PRICE
Proceeds
Consid. Comm.
Oct 9/03
Common
Warrant
25,000
$0.10
$2,500
Cash
Nil
Oct 25/03
Common
Sp. Warrant
125,000
$0.10
$12,500
Cash
Nil
Oct 24/03
Common
Warrant
50,000
$0.10
$5,000
Cash
Nil
Nov 5/03
Common
Warrant
25,000
$0.10
$2,500
Cash
Nil
Nov 17/03
Common
Warrant
200,000
$0.10
$20,000
Cash
Nil
Nov 19/03
Common
Warrant
583,000
$0.10
$58,300
Cash
Nil
Nov 24/03
Common
Warrant
100,000
$0.10
$10,000
Cash
Nil
Nov 28/03
Common
Options
200,000
$0.10
$20,000
Cash
Nil
B.
OPTIONS GRANTED DURING QUARTER ENDED NOVEMBER 30, 2003:
Date
Exercise
Expiry
Granted
Number
Type
Name
Price
Date
-
-
-
-
-
-
SECTION 3
A.
AUTHORIZED AND ISSUED SHARE CAPITAL AS AT NOVEMBER 30, 2003:
Authorized share capital - 100,000,000 common shares without par value
A total of 12,657,142 common shares have been issued for a total of $3,090,779
B.
OPTIONS, WARRANTS AND CONVERTIBLE SECURITIES OUTSTANDING AS AT NOVEMBER 30, 2003:
NUMBER
EXERCISE OR
OR
CONVERTIBLE
EXPIRY
SECURITY
AMOUNT
PRICE
DATE
Options
34,000
$0.16 per share
Sept. 12, 2005
Options
10,000
$0.12 per share
Oct. 25, 2006
Options
647,000
$0.17 per share
Feb. 10, 2005
Options
150,000
$0.32 per share
Aug. 13, 2008
Warrants
498,000
$0.10 per share
Feb 10, 2004
Warrants
780,000
$0.10 per share
Feb. 20, 2005
Warrants
820,000
$0.10 per share
April 28, 2005
C.
SHARES IN ESCROW OR SUBJECT TO POOLING AS AT NOVEMBER 30, 2003:
Common shares in escrow - 331,943
D.
LIST OF DIRECTORS & OFFICERS AS AT NOVEMBER 30, 2003:
Jesus Martinez
Director &Secretary
Paul Shatzko
Director & President
Lawrence Moroz
Director
Yaovi Bouka
Director
6
GEE-TEN VENTURES INC.
MANAGEMENT DISCUSSION
FOR THE QUARTER ENDED NOVEMBER 30, 2003
SCHEDULE C
Pursuant to a diplomatic invitation from the Ministry of Mines of Angola and ENDIAMA, the governing arm for farming out diamond properties in Angola to foreign investors, the Company dispatched a delegation of three people on October 30, 2003 on a combined introductory and fact finding mission to Angola to review the possibility of acquiring a diamond prospect. The delegation was headed by Mr. Yaovi Bouka, a director of the Company and two other advisers. Mr. Bouka is from Montreal and is a member of Canadian Council for Africa.
The trip lasted for more than a week during which a prospect of particular interest has been defined in the province of Luanda Norte of Angola. Upon return of Gee-Ten's participants in the previous trip to Angola, Mr. Sebastian Plouffe officially resigned his post with Research Capital Securities of Montreal. The Company appointed Mr. Plouffe a financial consultant and representative to Gee-Ten for the purpose of concluding arrangements with respect to investment opportunities in Angola. In addition, the Company has agreed to grant options on 250,000 shares at a price of 40 cents per share.
On November 28, 2003, during the corporate AGM in Vancouver, the board of directors together with its project and financial consultants reviewed and decided to seriously potential diamond prospects in Angola. On December 11, 2003, a second trip was made to Angola by project geologist, Bill Jarvis, P. Eng. Mr. Jarvis has two years of extensive exploration experience in Angola's diamond field ten years ago. He has a working knowledge of Portuguese and an impressive experience in the diamond exploration in both Canada and Africa.
Due to the time limitation of their trip during the Christmas holidays, a limited review of two properties was not sufficient for the Company to commit to a serious registration with the Angolan government. Geologic data were found to be hard to come by and scant to say the least. Most of the geologic data were out of date due to the recent conclusion of a civil war in that country.
The Company reviewed the data assembled and presented to it b Bill Jarvis. The information was gathered in his December trip to Angola. After review of the information, the Company decided to send Mr. Jarvis to Angola on January 22, 2004 together with our consultant. This time it was decided to let Bill Jarvis stay in Angola for at least a month to conduct due diligence on a diamond prospect of particular interest. Availability of other diamond prospects for Gee-Ten is highly probable during this extended trip.
Further announcements will be made should a letter of intent be signed in connection with any acquisition in Angola.
Meanwhile the Company is aggressively pushing for a joint venture agreement for its gold property (Bald Mountain) in Nye County, Nevada near the Round Mountain mine gold producers.
7
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.
Gee-Ten Ventures Inc.
Date: February 9, 2004
By: "Paul Shatzko"
Name: Paul Shatzko
Title:
President