UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 AND 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Period: May 2005 File No. 0-31195
Alpha Gold Corporation
(Name of Registrant)
410 Donald Street, Coquitlam, British Columbia, Canada V3K 3Z8
(Address of principal executive offices)
1.
Form 52-109FT2 Certificate of Interim Filings – CEO
2.
Form 52-109FT2 Certificate of Interim Filings – CFO
3.
Interim Financial Statements (Unaudited) for the period ended May 31, 2005
4.
Management Discussion and Analysis for the period ended May 31, 2005
5.
Certificate re dissemination to shareholders
Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F. FORM 20-FXXX 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 _____ NoXXX
.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 6-K to be signed on its behalf by the undersigned, thereunto duly authorized.
Alpha Gold Corporation
(Registrant)
Dated: August 12, 2005 | By: /s/ George Whatley George Whatley, President and Director |
FORM 52-109FT2
CERTIFICATION OF INTERIM FILINGS DURING TRANSITION PERIOD
I, George Whatley, Chief Executive Officer of Alpha Gold Corp.,certify that:
1.
I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109Certification of Disclosure in Issuers’ Annual and Interim Filings)of Alpha Gold Corp., (the issuer) for the interim period ending May 31, 2005;
2.
Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings; and
3.
Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings.
Date: July 26, 2005
FORM 52-109FT2
CERTIFICATION OF INTERIM FILINGS DURING TRANSITION PERIOD
I, Richard Whatley, Chief Financial Officer of Alpha Gold Corp.,certify that:
1.
I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109Certification of Disclosure in Issuers’ Annual and Interim Filings)of Alpha Gold Corp., (the issuer) for the interim period ending May 31, 2005;
2.
Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings; and
3.
Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings.
Date: July 26, 2005
Alpha Gold Corp.
Interim Financial Statements
(Unaudited – Prepared by Management)
May 31, 2005
Alpha Gold Corp. | |
Interim Financial Statements (Unaudited – Prepared by Management) | |
May 31, 2005 | |
Interim Statement of Loss | 3 |
Interim Statement of Deficit | 4 |
Interim Balance Sheet | 5 |
Interim Statement of Cash Flows | 6 |
Notes to the Consolidated Financial Statements | 7-11 |
Interim Schedule of Deferred Expenditures | 12 |
Alpha Gold Corp.
Interim Statement of Loss
(Unaudited – Prepared by Management)
Cumulative Inception to May 31, 2005 | 3 months Ended May 31, 2005 | 3 months Ended May 31, 2004 | |
Revenue | $ - | $ - | $ - |
Administrative expenses Amortization | 199,934 | 7,107 | 2,759 |
Automotive | 90,172 | 1,393 | 1,297 |
Bad debts | 14,999 | - | - |
Consulting and management fees | 424,263 | 15,000 | 15,000 |
Financial relations | 59,000 | - | - |
Gain on disposal of equipment | (22,087) | - | - |
Gain on disposal of exploration property | (7,400) | - | - |
Graphics | - | - | - |
Insurance | 32,375 | 4,305 | 2,268 |
Office, printing and miscellaneous | 306,335 | 4,833 | 4,215 |
Professional fees | 622,444 | 6,821 | 5,858 |
Property investigation | 25,052 | - | - |
Regulatory and transfer fees | 134,507 | 75 | 820 |
Rent | 80,430 | 1,500 | 1,500 |
Repairs and maintenance | 13,291 | - | - |
Shareholder relations | 115,514 | 1,601 | 3,018 |
Stock-based compensation | 83,000 | - | - |
Telephone | 11,333 | 827 | 890 |
Travel and promotion | 106,444 | 1,562 | 1,381 |
Wages | 12,864 | - | - |
Write-off of exploration properties | 809,960 | - | - |
Write-down of equipment | 46,527 | - | - |
3,158,957 | 45,024 | 39,006 | |
Loss before other items | (3,158,957) | (45,024) | (39,006) |
Other items Insurance proceeds | 12,898 | - | - |
Interest income | 404,202 | 9,157 | 11,888 |
Gain on disposal of marketable securities | 60,093 | - | - |
Interest, bank charges and foreign exchange | (20,519) | (93) | 130 |
Loss on realization of demand debenture | (14,487) | - | - |
Write-down of marketable securities | (19,999) | - | - |
422,188 | 9,064 | 12,018 | |
Future income taxes | 78,085 | - | - |
Loss for the period | $ 2,814,854 | $ (35,960) | $ (26,988) |
Weighted average loss per share | $ (0.00) | $ (0.00) |
Alpha Gold Corp.
Interim Statement of Deficit
(Unaudited – Prepared by Management)
Cumulative Inception to May 31, 2005 | 3 months Ended May 31, 2005 | 3 months Ended May 31, 2004 | |
Deficit, beginning of period | $ - | $ (2,778,894) | $ (2,548,522) |
Loss for the period | (2,814,854) | (35,960) | (26,988) |
Deficit, end of period | $ (2,814,854) | $ (2,814,854) | $ (2,575,510) |
Alpha Gold Corp. | ||
Interim Balance Sheet Unaudited – Prepared by Management) | ||
May 31, 2005 | February 28, 2005 | |
Assets | ||
Current Cash and term deposits Accounts receivable Taxes receivable Prepaid expense | $ 1,632,774 14,003 75,746 10,892 | $ 1,689,237 14,789 75,746 11,654 |
Investment in exploration properties(note 3) Expenditures on exploration properties(note 3 and Schedule) Equipment(note 4) | 1,733,415 550,114 4,494,721 88,817 | 1,791,426 550,114 4,464,572 93,936 |
$ 6,867,067 | $ 6,900,048 | |
Liabilities Current Accounts payable and accrued liabilities Future income tax liability | $ 17,318 952,639 | $ 14,339 952,639 |
969,957 | 966,978 | |
Shareholder’s Equity Share Capital(note 5) Contributed surplus(note 6) Deficit | 8,628,964 83,000 (2,814,854) | 8,628,964 83,000 (2,778,894) |
5,897,110 | 5,933,070 | |
$ 6,867,067 | $ 6,900,048 |
Approved by the Directors:
“George Whatley” Director
“Richard Whatley��� Director
Alpha Gold Corp.
Interim Statement of Cash Flows
(Unaudited – Prepared by Management)
Cumulative Inception to May 31, 2005 | 3 months Ended May 31, 2005 | 3 months Ended May 31, 2004 | |
Cash provided by (used in) | |||
Operating activities Net loss for the period | $ (2,814,844) | $ (35,960) | $ (26,988) |
Items not affecting cash | |||
Amortization | 199,934 | 7,107 | 2,759 |
Future income taxes | 78,085 | - | - |
Gain on disposal of equipment | (22,087) | - | - |
Gain on disposal of exploration property | (7,400) | - | - |
Write-off exploration properties | 809,960 | - | - |
Write down of equipment | 46,527 | - | - |
Gain on disposal marketable securities | (60,093) | - | - |
Loss on realization of demand debenture | 14,487 | - | - |
Write down of marketable securities | 19,999 | - | - |
(1,652,442) | (28,853) | (24,229) | |
Changes in non-cash working capital | (126,228) | 4,527 | (7,147) |
(1,778,670) | (24,326) | (31,376) | |
Financing activities | |||
Proceeds on issuance of shares | 9,503,518 | - | - |
Proceeds on shares allotted but not issued | - | - | - |
9,503,518 | - | - | |
Investing activities Exploration properties
| (5,846,727) | (30,149) | (21,866) |
Proceeds on disposal of exploration property | 20,000 | - | - |
Proceeds on disposal of marketable securities | 60,094 | - | - |
Purchase of equipment | (313,191) | (1,988) | - |
Demand debenture | (12, 250) | - | - |
(6,092,074) | (32,137) | (21,866) | |
Net increase (decrease) in cash | 1,632,774 | (56,463) | (53,242) |
Cash and term deposits, beginning of the period | - | 1,689,237 | 1,934,547 |
Cash and term deposits, end of the period | $ 1,632,774 | $ 1,632,774 | $1,881,305 |
Supplemental cash flow information Interest received | $ 505 | $ 763 | |
Income taxes received | $ - | $ - |
Alpha Gold Corp.
Notes to the Interim Financial Statements (Unaudited – Prepared by Management)
May 31, 2005
1.
Financial Statement Presentation
These unaudited consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles on a basis consistent with those followed in the most recent audited financial statements. As described in note 7, these principles differ in certain material respects from United States generally accepted accounting principles. These unaudited consolidated financial statements do not include all the information and footnotes required by generally accepted accounting principles for annual financial statements. Therefore readers are advised to refer to the company's annual audited financial statements for the year ended February 29, 2004 for additional information.
2.
Nature of Operations
The investment in and expenditures on exploration properties comprise a significant portion of the company’s assets. Realization of the company’s investment in these assets is dependent upon obtaining the necessary financing to continue exploration and development of the properties, the attainment of successful production from the properties or from the proceeds of their disposal.
The continuing operations of the company are dependent upon its ability to continue to raise capital to funds its exploration and development programs. The company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
3. Exploration Properties | 3 months ended May 31, 2005 | Year ended February 28, 2005 |
Acquisition costs | $ 550,114 | $ 550,114 |
Deferred expenditures (Schedule) | 4,494,721 | 4,464,572 |
$ 5,044,835 | $ 5,014,686 |
a) Lust Dust Claims
i)
On July 15, 1989, the Company acquired a 100% interest in certain mineral claims located in the Omineca Mining Division, British Columbia for cash of $170,000. The vendor retains a royalty of 3% of net smelter returns.
ii)
On February 21, 1992, the Company acquired a 100% interest in certain mineral claims located in the Omineca Mining Division, British Columbia for $100,000 cash and 200,000 shares of the company at a deemed consideration of $0.60 each (previously subject to a 5% net profit interest to a maximum of $100,000 and a royalty of 2% of net smelter returns). In July 2003, the company acquired the retained “5% net profit interest and the 2% net smelter return royalty” for $150,000 cash.
Alpha Gold Corp.
Notes to the Interim Financial Statements (Unaudited – Prepared by Management)
May 31, 2005
3.
Exploration Properties(continued)
b) Goldbanks
On October 30, 1995, the Company entered into an agreement to acquire a 100% interest in certain mineral claims situated in Pershing County, Nevada, U.S.A. The Company had previously entered into an option agreement to acquire the mineral claims in the 1995 fiscal year. The company and the vendor agreed to terminate the option agreement dated April 30, 1994. Payment under the option agreement totaled $26,400 U.S. and was applied to the purchase.
In addition to the above payments, the Agreement calls for the issuance to the vendor of 100,000 shares of Alpha Gold Corp. As at May 31, 2005, regulatory approval had been received but the shares had not yet been issued.
4.
Property, Plant and Equipment
May 31,
February 28,
2005 2005
Accumulated Net Book
Net Book
Cost Amortization
Value
Value
Computer equipment
$ 7,288
$ 2,483
$ 4,805
$ 3,153
Furniture and fixtures
16,361
14,925
1,436
1,512
Trucks
105,025
22,449
82,576
89,271
$ 126,686
$ 39,856
$ 88,817
$ 93,936
1.
Share Capital
a)
Authorized
100,000,000 common shares with no par value
b)
Issued
3 months ended
Year ended
May 31, 2005
February 28, 2005
Number Number
of Shares
Amount
of Shares
Amount
Balance, beginning of period 24,451,684 $ 8,628,964 23,402,184 $ 8,289,226
Issued during the period
for cash @ $0.40
-
-
575,000
230,000
for cash @ $0.50
-
-
78,100
39,050
for cash @ $0.43
-
-
396,400
170,452
Income tax benefits renounced on
flow through shares issued - - - (99,764)
Balance, end of period 24,451,684 $ 8,628,964 24,451,684 $ 8,628,964
Alpha Gold Corp.
Notes to the Interim Financial Statements (Unaudited – Prepared by Management)
May 31, 2005
5.
Share Capital(continued)
c) Share issuances
During the current period no shares were issued.
During the prior year:
i)
575,000 flow-through common shares were issued at $0.40 per unit. Each unit provided the purchasers with warrants to purchase one additional non-flow-through share at $0.46 per share expiring July 15, 2006.
ii)
78,100 common shares were issued at $0.50 per share due to the exercise of warrants from a prior year share issue. The remainder of the warrants relating to this earlier issue have now expired.
iii) 396,400 common shares were issued at $0.43 per share due to the exercise of warrants from a prior
year share issue. The remainder of the warrants relating to this earlier issue have now expired.
d) Warrants outstanding
At May 31, 2005 the following share purchase warrants were outstanding:
Number of shares | $ per share | Expiry date |
575,000 | $ 0.46 | July 15, 2006 |
e) Options outstanding
At May 31, 2005 the following share purchase options were outstanding:
Number of shares | $ per share | Expiry date |
300,000 | $ 0.50 | June 5, 2005 |
750,000 | $ 0.40 | April 25, 2007 |
500,000 | $ 0.40 | January 26, 2010 |
6.
Related Party Transactions
During the year, the Company paid fees of $15,000 (2004 - $11,000) for contract negotiation, property investigation, property acquisition, site investigation and management of field programs, $14,000 (2004 – NIL) for property investigation, site investigation for drilling, geology and planning of field operations, $2,100 (2004 - $1,700) for secretarial and bookkeeping services, and $1,500 (2004 - $1,500) for office rental.
These transactions are in the normal course of operations and have been valued in these financial statements at the exchange amount which is the amount of consideration established and agreed to by the related parties.
Alpha Gold Corp.
Notes to the Interim Financial Statements
(Unaudited – Prepared by Management)
May 31, 2005
7.
Generally Accepted Accounting Principles (“GAAP”) in Canada and the United States
The financial statements have been prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP) which differ in certain respects from those principles that the Company would have followed had its financial statements been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP).
Differences which materially affect the measurement of items included in the financial statements are:
a)
U.S. GAAP requires that exploration and general and administrative costs (G&A) related to projects be charged to expense as incurred. As such, some of the costs accounted for as deferred exploration property and exploration expenditures under Canadian GAAP would have been charged to earnings under U.S. GAAP. Any other related costs in respect of the properties are charged to earnings under U.S. GAAP and capitalized under Canadian GAAP.
b)
Due to the write off of exploration and general and administrative costs, the future income liability for US GAAP is nil.
Had the Company followed U.S. GAAP, certain items on the statements of income and deficit would have been reported as follows:
Statements of Operations | Cumulative, inception to May 31, 2005 | May 31, 2005 | May 31, 2004 |
Loss for the period under Canadian GAAP | $ (2,814,854) | $ (35,960) | $ (26,988) |
Exploration property exploration and development expenditures | (5,044,835) | (30,149) | (21,866) |
Future income tax recovery | 952,639 | - | - |
United States GAAP | $ (6,907,050) | $ (66,109) | $ (48,854) |
Gain (loss) per share – US GAAP | $ (0.00) | $ (0.00) |
Alpha Gold Corp.
Notes to the Interim Financial Statements (Unaudited – Prepared by Management)
May 31, 2005
7. Generally Accepted Accounting Principles (“GAAP”) in Canada and the United States(continued)
Balance Sheets | May 31,2005 | February 28, 2005 | |||||
Canadian GAAP | U.S. GAAP | Canadian GAAP | U.S. GAAP | ||||
Current assets | $ 1,733,415 | $ 1,733,415 | $ 1,791,426 | $ 1,791,426 | |||
Exploration properties and deferred costs | 5,044,835 | - | 5,014,686 | - | |||
Equipment | 88,817 | 88,817 | 93,936 | 93,936 | |||
$ 6,867,067 | $ 1,822,232 | $ 6,900,048 | $ 1,885,362 | ||||
Current liabilities | $ 17,318 | $ 17,318 | $ 14,339 | $ 14,339 | |||
Future income tax liability | 952,639 | - | 952,639 | - | |||
Share capital | 8,628,964 | 8,628,964 | 8,628,964 | 8,628,964 | |||
Contributed surplus | 83,000 | 83,000 | 83,000 | 83,000 | |||
Deficit | (2,814,854) | (6,907,050) | (2,778,894) | (6,840,941) | |||
$ 6,867,067 | $ 1,822,232 | $ 6,900,048 | $ 1,885,362 | ||||
Statements of Cash Flows | Cumulative, inception to May 31, 2005 | May 31, 2005 | May 31, 2004 | ||||
Cash generated (used) for operating purposes under Canadian GAAP Exploration property exploration and development expenditures | $ (1,778,670) (5,846,727) | $ (24,326) (30,149) | $ (31,376) (21,866) | ||||
Cash generated (used) for operating purposes under US GAAP | $ (7,625,397) | $ (54,475) | $ (53,242) | ||||
Cash generated (used) for investing purposes under Canadian GAAP Exploration property exploration and development expenditures | $ (6,092,074) 5,846,727 | $ (32,137) 30,149 | $ (21,866) 21,866 | ||||
Cash generated (used) for investing purposes under US GAAP | $ (254,347) | $ (1,998) | $ - |
The statements of comprehensive loss provide a measure of all changes in equity of the company that result from transactions other than those with the shareholders and other economic events that occur during the period. There are no other material differences between Canadian GAAP and United States GAAP other than those presented above with respect to the statements of comprehensive loss.
The Company accounts for its share options under Canadian GAAP, which in the Company’s circumstances are not different from the amounts that would be determined under provisions of U.S. GAAP.
Alpha Gold Corp.
Interim Schedule of Deferred Expenditures
(Unaudited – Prepared by Management)
May 31, 2005
3 months ended | Year ended February 28, | |||
May 31, 2005 | 2005 | |||
Lust Dust Claims | Goldbanks Claims | Total | Total | |
Exploration Assaying | $ - | $ - | $ - | $ 20,368 |
Camp expenses | 165 | - | 165 | 22,216 |
Drilling | - | - | - | 490,296 |
Filing fees & claim assessment | - | - | - | 5,938 |
Fuel | - | - | - | 2,314 |
Geological/geochemical work and reports | 29,984 | - | 29,984 | 160,443 |
On-site management | - | - | - | 12,000 |
Roadwork/Reclamation | - | - | - | 6,708 |
Travel | - | - | - | 16,727 |
30,149 | - | 30,149 | ||
737,010 | ||||
BC Mining tax credit | - | - | - | (75,746) |
Expenses for the period | 30,149 | - | 30,149 | 661,264 |
Balance, beginning of period | 4,177,368 | 287,204 | 4,464,572 | 3,803,308 |
Balance, end of period | $ 4,207,517 | $ 287,204 | $ 4,494,721 | $ 4,464,572 |
ALPHA GOLD CORP.
Three Months Ended May 31, 2005
MANAGEMENT’S DISCUSSION AND ANALYSIS
1.1
Date
This Management Discussion and Analysis (“MD&A”) should be read in conjunction with the unaudited financial statements of Alpha Gold Corp. (“Alpha” or the “Company”) for the three months ended May 31, 2005.
This MD&A is prepared as of July 18, 2005. All dollar figures stated herein are expressed in Canadian dollars, unless otherwise specified.
1.2
Overview
Alpha Gold Corp. is a mineral exploration company focused on the Lustdust Property located in the Omineca Mining Division of British Columbia.
On July 15, 1989, the Company acquired a 100% interest in certain mineral claims located in the Omineca Mining Division, British Columbia for cash of $170,000. The vendor retains a royalty of 3% of net smelter returns.
The Company is in the exploration stage. Exploration is primarily focused on the Lustdust property located in the Omineca Mining Division 200 km west of Ft. St. James, B.C. This property continues to show promising assay results of drilling samples. The investment and expenditure on exploration properties comprise a significant portion of the Company’s assets. Realization of the Company’s investment in those assets is dependent upon obtaining the necessary financing to continue exploration and development of the properties, the attainment of successful production from the properties or from the proceeds of their disposal.
The 2005 exploration program started in June and will continue drilling and excavation trenching on promising anomalies discovered during the last years drilling program. Contract negotiations for drilling, geological work, camp preparation, etc. have been completed.
The Company has funds in place for he 2005 drilling program with cash of approximately $1,600,000 at the end of May, 2005.
Other Properties
On October 30, 1995, the Company entered into an agreement to acquire a 100% interest in certain mineral claims situated in Pershing County, Nevada, U.S.A. The Company had previously entered into an option agreement to acquire the mineral claims in the 1995 fiscal year. The company and the vendor agreed to terminate the option agreement dated April 30, 1994. Payment under the option agreement totaled $26,400 U.S. and applied to the purchase.
In addition to the above payments, the Agreement calls for the issuance to the vendor of 100,000 shares of Alpha Gold Corp. As at May 31, 2005 the shares had not yet been issued and the Company was uncertain as to its plans in regards to this property.
Market Trends
The upward trend in metal prices has continued to the present with gold averaging approximately $us423/oz and copper averaging US$ 161/lb.
1.3
Selected Annual Information
The consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles, and are expressed in Canadian dollars.
As at February | As at February | As at February | |
28, 2005 $ | 29, 2004 $ | 28, 2003 $ | |
Current Assets | 1,791,426 | 2,232,362 | 2,287,474 |
Other Assets | 5,108,622 | 4,390,837 | 3,443,447 |
Total Assets | 6,900,048 | 6,623,199 | 5,730,921 |
Current Liabilities | 14,339 | 7,018 | 11,044 |
Shareholders’ Equity | 5,933,070 | 5,740,704 | 5,112,357 |
Total Shareholders’ Equity and Liabilities | 6,900,048 | 6,623,199 | 5,730,921 |
Working Capital | 1,777,089 | 2,225,344 | 2,276,430 |
Expenses | |||
Amortization | 23,895 | 14,562 | 8,835 |
Automotive | 14,494 | 9,262 | 13,486 |
Bad debts | — | — | — |
Consulting and management fees | 60,000 | 60,000 | 50,000 |
Financial relations | — | — | — |
Loss (gain) on disposal of capital assets | 2,327 | — | (4,705) |
Insurance | 4,190 | 2,185 | 1,805 |
Office, printing and miscellaneous | 17,099 | 19,173 | 20,645 |
Professional fees | 51,779 | 70,245 | 59,548 |
Regulatory and transfer fees | 12,931 | 13,350 | 12,269 |
Rent | 6,000 | 6,000 | 6,000 |
Shareholder relations | 4,105 | 61,524 | 18,588 |
Stock-based compensation | 83,000 | — | — |
Travel and promotion | 8,772 | 7,503 | 6,249 |
Add: other items | 58,220 | 98,117 | 62,498 |
Loss for the period | (230,372) | (165,687) | (130,222) |
Basic diluted loss per share | (0.01) | (0.01) | (0.01) |
Number of Common Shares Outstanding | 24,451,684 | 23,402,184 | 21,178,480 |
1.4
Results of Operations
Overhead expenses in the first quarter of fiscal 2006 increased to $35,960, as compared to $26,988 in the first quarter of fiscal 2005.
Exploration costs increased in the fourth quarter of fiscal 2006 was $30,149 compared to the same quarter of 2005, $21,866. Exploration expenditures during the quarter were: camp expense (2006 - $165; 2005 - $805), geological/geological work and reports (2006 - $29,984; 2005 $21,061).
These expenses were incurred in preparation for the drilling program to be commenced in June.
Office and administration plus management costs increased from $21,605 spent in the first quarter of the 2005 fiscal year to $21,793 in the fourth quarter of the 2006 fiscal year.
Stock-based compensation of $nil was charged to operations during the first quarter of 2006 and $nil in the first quarter of 2005.
1.5
Summary of Quarterly Results
Expressed in Canadian dollars, except per Share amounts | ||||||||
May 31, | Feb. 28, | Nov. 30, | Aug 31, | May 31, | Feb 29, | Nov 30, | Aug 31, | |
2005 | 2005 | 2004 | 2004 | 2004 | 2004 | 2003 | 2003 | |
Current Assets | 1,733,415 | 1,791,426 | 1,602,139 | 1,964,786 | 2,188,267 | 2,232,362 | 1,640,177 | 2,080,401 |
Other Assets | 5,133,652 | 5,108,622 | 5,162,021 | 4,903,168 | 4,409,944 | 4,390,837 | 4,506,123 | 4,133,678 |
Total Assets | 6,867,067 | 6,900,048 | 6,764,160 | 6,867,954 | 6,598,211 | 6,623,199 | 6,146,300 | 6,214,079 |
Current Liabilities | 17,318 | 14,339 | 6,304 | 53,638 | 9,018 | 7,018 | 6,000 | 6,000 |
Shareholders’ Equity | 5,897,110 | 5,933,070 | 5,882,379 | 5,938,839 | 5,713,716 | 5,740,704 | 6,140,300 | 6,208,079 |
Total Shareholders’ Equity and Liabilities | 6,867,067 | 6,900,048 | 6,764,160 | 6,867,954 | 6,598,211 | 6,623,199 | 6,146,300 | 6,214,079 |
Working Capital | 1,716,097 | 1,777,089 | 1,595,835 | 1,911,148 | 2,179,249 | 2,225,344 | 1,634,172 | 2,074,401 |
Expenses | ||||||||
Amortization | 7,107 | 4,371 | 8,228 | 8,537 | 2,759 | 4,237 | 3,441 | 3,442 |
Automotive | 1,393 | 6,204 | 2,749 | 4,244 | 1,297 | 4,688 | 1,260 | 1,625 |
Bad debts | - | — | — | — | — | — | — | — |
Consulting and management fees | 15,000 | 15,000 | 15,000 | 15,000 | 15,000 | 15,000 | 15,000 | 15,000 |
Loss (gain) on disposal of capital assets | - | — | 11,883 | (9,556) | — | — | — | — |
Insurance | 4,305 | — | (44) | 1,966 | 2,268 | — | — | — |
Office, printing and miscellaneous | 4,833 | 2,902 | 3,088 | 3,282 | 4,215 | 8,236 | 8,526 | 4,795 |
Professional fees | 6,821 | 11,070 | 18,030 | 16,821 | 5,858 | 32,253 | 12,371 | 16,678 |
Regulatory and transfer fees | 75 | 3,529 | 339 | 8,243 | 820 | 7,677 | 846 | 4,668 |
Rent | 1,500 | 1,500 | 1,500 | 1,500 | 1,500 | 1,500 | 1,500 | 1,500 |
Shareholder relations | 1,601 | 947 | 140 | — | 3,018 | 9,153 | 31,612 | 9,143 |
Stock-based compensation | - | 83,000 | — | — | — | — | — | — |
Telephone | 827 | 1,087 | 754 | 881 | 890 | — | — | — |
Travel and promotion | 1,562 | 4,694 | 1,292 | 1,405 | 1,381 | 691 | 4,045 | 1,399 |
Loss for the period | (45,024) | (110,097) | (49,360) | (43,927) | (26,988) | (165,687) | (67,779) | (43,959) |
Basic diluted loss per share | (0.00) | (0.00) | (0.00) | (0.00) | (0.00) | (0.01) | (0.01) | (0.01) |
Number of Common Shares Outstanding | 24,451,684 | 24,451,684 | 24,055,284 | 24,055,284 | 23,402,184 | 23,402,184 | 22,443,094 | 22,443,094 |
1.6
Liquidity
Historically the Company’s sole source of funding has been the issuance of equity securities for cash, primarily through private placements to sophisticated investors and institutions. The Company has issued common share capital in each of the past few years, pursuant to private placement financings and the exercise of warrants or options. The Company’s access to exploration financing when the financing is not transaction specific is always uncertain. There can be no assurance of continued access to significant equity funding.
At May 31, 2005, the Company had working capital of approximately $1.7 million, which is sufficient to fund its planned expenditures and commitments. As the Company chooses to proceed on additional exploration and development programs at the Lustdust project, it will need to raise additional funds for those expenditures.
The Company has no long term debt, capital lease obligations, operating leases or any other long term obligations.
The Company has no “Purchase Obligations” defined as any agreement to purchase goods or services that is enforceable and legally binding on the Company that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.
1.7
Capital Resources
At May 31, 2005, Alpha had working capital of $1.7 million, as compared to $1.8 million at May 31, 2004 and $1.7 million at the end of fiscal 2005. Alpha had 24,451,684 common shares issued and outstanding at the end of the quarter.
The Company had no commitments for material capital expenditures as of May 31, 2005.
1.8
Off-Balance Sheet Arrangements
None.
1.9
Transactions with Related Parties
During the three months ended May 31, 2005, the Company paid $32,600 to related parties as follows: administration of company affairs plus planning and contract negotiations for the drilling program to the Company’s President ($15,000); property investigation, site investigation, for drilling, geology & planning of field operations to a director of the Company ($14,000); part time secretarial and accounting work to a relative of the Company’s President ($2,100); and office rent to the Company’s President ($1,500).
1.10
Fourth Quarter
Not applicable.
1.11
Proposed Transaction
There are no proposed asset or business acquisitions or dispositions, other than those in the ordinary course or as described in item 1.7 above, before the board of directors for consideration.
1.12
Critical Accounting Estimates
Not applicable. The Company is a venture issuer.
1.13
Changes in Accounting Policies including Initial Adoption
During the year ended February 29, 2004, the Company adopted, on a prospective basis, the fair value method of accounting for all stock-based compensation.
The Company also adopted the CICA’s new Handbook Section 3110 “asset retirement obligations” which establishes standards for the recognition, measurement and disclosure of liabilities for asset retirement obligations and the associated asset retirement costs. This had no retroactive effect. Please refer to Note 2c of the Financial Statements.
1.14 Financial Instruments and Other Instruments
None.
1.15 Other MD&A Requirements 1.15.1 Other MD&A Requirements
Additional information relating to the Company, including the Company’s Annual Information Form, is available on SEDAR at www.sedar.com.
1.15.2 Additional Disclosure for Venture Issuers Without Significant Revenue
(a)
capitalized or expensed exploration and development costs;
The required disclosure is presented in a schedule to the accompanying financial statements.
(b)
expensed research and development costs;
Not applicable.
(c)
deferred development costs;
Not applicable.
(d)
general and administration expenses; and
The required disclosure is presented in the Interim Statement of Loss.
(e)
any material costs, whether capitalized, deferred or expensed, not referred to in (a) through (d);
None.
1.15.3 Disclosure of Outstanding Share Data
The following details the share capital structure as of the date of this MD&A, subject to minor accounting adjustments.
Expiry date | Exercise price | Number | Number | |
Common shares | 24,451,684 | |||
Warrants | July 15, 2006 | $0.46 | 575,000 | 3,024,999 |
Share purchase options | June 5, 2005 April 25, 2007 January 29, 2010 | $0.50 $0.40 $0.40 | 300,000 750,000 500,000 | 1,550,000 |
This discussion includes certain statements that may be deemed “forward-looking statements”. All statements in this discussion, other than statements of historical facts, that address future production, reserve potential, exploration drilling, exploitation activities and events or developments that the Company expects are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing and general economic, market or business conditions. Investors are cauti oned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements.
PACIFIC CORPORATE TRUST COMPANY
625 HOWE ST. 10TH FLOOR
VANCOUVER, BC V6C 3B8
Phone: 604-689-9853
Fax: 604-689-8144
July 20, 2005
B.C. Securities Commission
Executive Director
701 W Georgia St., 9th Floor
Vancouver, BC V7Y 1L2
Dear Sirs/Mesdames:
RE: ALPHA GOLD CORP (the “Company”)
MAILING ON JULY 20, 2005
We confirm that on the above date, the following material issued by the Company was forwarded by prepaid first class mail to all registered shareholders of the Company. However, we have not mailed to shareholders in cases where on three consecutive occasions, documents have been returned undelivered by the Post Office.
•
Information Circular
•
Notice of Meeting
•
Annual Financial Statements for the Year Ending 2005/02/28
•
Management Discussion and Analysis
•
Proxy
•
Financial Statement Request Form
We further confirm that the material was shipped on the above mentioned date to Intermediaries or their agent(s) that received the Company’s request for beneficial ownership information and responded.
We are providing this letter to you as agent for the Company in compliance with regulations under applicable legislation.
Yours truly,
PACIFIC CORPORATE TRUST COMPANY
“YASMIN JUMA”
YASMIN JUMA
cc: TSX Venture Exchange cc: ALPHA GOLD CORP
cc: Alberta Securities Commission cc: LANG MICHENER
cc: US Securities and Exchange Commission cc: MACKAY LLP