Solid Resources has the right to convert the 25% carried interest for up to 5,000,000 restricted common shares of the Company at a rate of 200,000 shares for each 1% at any time up to 24 months from the signing of the Agreement.
On April 6, 2004, the Company hired a consulting geologist to prepare a valuation of the mineral resources contained in the Salamanca, Spain property acquired. The report indicates that the property previously had five million tons extracted and processed through a 1000 tons per day open pit mining and milling operation, primarily for tin and tantalum. The mine closed due to the drop in the price of tin in 1977. The Spanish Ecological Survey reports that 3.5million tons of remaining mineral resources are outlined on the property. The property still contains the twenty five year old mine and mill infra-structure on the property, which decreases the capital costs of putting the project back into production. Previous emphasis was placed on tin production, but now the more exotic tantalum, cesium and rubidium metals would be the primary target. A drilling program is necessary to confirm tonnages and grade of deposits.
On January 24, 2005, the Company issued 2,000,000 shares to a corporation controlled by an officer of the Company for services rendered. On January 24,2005 the Company issued 500,000 shares to an unrelated consultant for services rendered.
Related parties own and control over 50% of the Company’s issued common stock as of March 31, 2005
At March 31, 2005 the Company owes an officer of the Company $150,053 represented by a note payable.
The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. These condensed financial statements show that there are minimal revenues and that the Company has sustained losses of $7,119,797 since inception. The future of the Company is dependent upon its ability to identify a prospective target business and raise the capital it will require through the issuance of equity securities, borrowings or a combination thereof. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary in the event the Company cannot continue in existence.
Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations
General
The following discussion should be read in conjunction with the consolidated financial statements and notes. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions, which could cause actual results to differ materially from our expectations. Factors that could cause differences include, but are not limited to, expected market demand for our products, fluctuations in pricing for products by us and products offered by competitors, as well as general conditions of the marketplace.
For the period ended March 31, 2004, the Company had continued operations consisting of a software operation under its wholly owned subsidiary, Envyr Corporation and a mining operation in which the Company was accounted for in a consolidated financial statements in prior disclosure. On September 30, 2004, the Company sold its interest in its wholly owned subsidiary, Envyr Corporation, and is being accounted for as a discontinued operation in the financial statements.
Results of Operations
Three Months Ended March 31, 2005 compared to the Three Months Ended March 31, 2004
Revenues. The Company had no revenues for the continued operations for the period ending March 31, 2005 and 2004. The Company had revenues of $108,806 for the period ending March 31, 2004 resulting from the discontinued operation.
Cost of Sales. The Company had no cost of sales for the continued operations for the period ending March 31, 2005 and 2004. The Company had cost of sales of $2,120 for the period ending March 2004 resulting from the discontinued operation.
General and Administrative Expenses. General and administrative expenses for the period ending March 31, 2005 increased by $123,063 or 128.5% to $218,848 from $95,785 for the period ending March 31, 2004. The increase in general and administrative expenses is principally attributable to an increase in legal, corporate and mining expenses.
Exploration Expenses: Exploration expenses for the period ending March 31, 2005 decreased by $46,000 to $0 from $46,000 for the continued operations. The Company no exploration expenses for the period ending March 2004 resulting from the discontinued operation.
Research and Development Expense. The Company had no research and development expenses for the continued operations for the period ended March 31, 2005 and 2004. The Company had no Research and development expenses for the period ending March 31, 2004 resulting from the discontinued operation.
Royalty Expense. The Company had no Royalty expenses for the continued operations for the period ending March 31, 2005 and 2004. The Company had royalty expenses for the period ending March 31, 2004 of $1,240 resulting from the discontinued operation.
Depreciation and Amortization. The Company had no depreciation and amortization expenses for the continued operations for the period ending March 31, 2005 and 2004. The Company had Depreciation and amortization expenses for the period ending March 31, 2004 of $4,258 resulting from the discontinued operation.
Deferred Development Costs: Deferred Development Costs for the period ending March 31, 2005 increased by $30,000 to $30,000 from $0 for the period ending March 31, 2004 for the continued operation. The increase is a result of the development drilling on the Golpejas property. The Company had no Deferred Costs for the period ending March 31, 2004 from the discontinued operation.
Operating Losses: Operating losses of $228,137 for period ending March 31, 2005, increased by $86,352 from $141,785 for the period ending March 31, 2004 for the continued operation. The increase reflects the increase in general and administrative expenses. The Company had operating losses of $133,796 for the period ending March 31, 2004 from the discontinued operation.
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Material Events
In January, 2005, the Company effectuated a change of control and changed its headquarters to 3-11 Bellrose Drive, Suite 314, St. Albert, Alberta
In January, 2005, the Company issued an update on the exploration drilling of the Golpejas Tin & Tantalum Mine, a previously operated mine. The Company’s Chairman visited the Golpejas Property and reported that the Scout drilling on the Golpejas property in Spain has commenced.
In February 2005, the Company announced the formation of an advisory board of international engineers and geologists with expertise in mining and geology.
In February 2005, the Company announced it entered discussions with a former tin smelter to purchase the company’s tin concentrates from the Golpejas Mine, if put into back into operation.
In February 2005, the Company announced it may qualify for Spanish government funding to assist in establishing a mining operation at the Golpejas property.
In February 2005, the Company announced the scout drilling program of 6 holes is now completed. The cores were sent to Acme Analytical Laboratories in Vancouver for assaying and the results on hole #1 were summarized.
In February 2005, the Company announced further drilling results from ongoing work in Spain. Results for holes 2 & 3 were summarized.
In February 2005, the Company announced Assays revealed evidence of Rubidium in addition to confirming the existence of Tin, Tantalum, Lithium, and Niobium at the Golpejas Property.
In March 2005, the Company announced the drilling results of hole #4 at the Golpejas indicate the location of a “feeder zone”.
In May 2005, the Company engaged E. Randal Gruber as its independent accountant for the year ending December 31, 2004 and dismissed the former independent accountants, Madsen & Associates, CPA’s Inc.
Liquidity and Capital Resources
As of March 31, 2005, the Company had cash of $85,147 compared to $219,610 as of March 31, 2004. The Company had working capital (current assets less current Liabilities) as of March 31, 2005 of $97,323 compared to $218,204 as of March 31, 2004.
Cash used by operating activities totaled $16,637 for the period ended March 31, 2005 which compares with cash used by the operations of $106,334 for the period ended March 31, 2004. The increase in the cash used is a result of the changes in operating assets of the operation.
Cash used by investing activities totaled $30,000 for the period ended March 31, 2005 compared to no investment activities for the period ended March 31, 2004. The increase in use of cash is related to the investment into deferred development costs for exploration development on the Golpejas Concessions.
Cash provided by financing activities totaled $93,053 for the period ended March 31, 2005 compared to $312,896 the period ended March 31, 2004. The Company funded its operations through the sale of its shares or borrowings from its principal shareholders and officers reflected in notes payable.
Historically, the Company has funded its operations through the sale of its shares or borrowings from its principal shareholders. However, the company continues to incur net operating losses and its financial statements have been qualified on a going concern basis. The Company has obligated itself to significant future development costs. Therefore, unless the Company’s operations became profitable, or it is able to sell additional shares, it will be unable to continue as a going concern.
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Item 3. Controls and Procedures
(a) | Evaluation of disclosure controls and procedures. |
Our chief executive officer and our chief financial officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15-d-14(c)) as of a date (the “Evaluation Date”) within 90 days before the filing date of this quarterly report, have concluded that as of the Evaluation Date, our disclosure controls and procedures were adequate and designed to ensure that material information relating to us and our consolidated subsidiaries would be made known to them by others within those entities.
(b) | Changes in internal controls. |
There were no significant changes in our internal controls or to our knowledge, in other factors that could significantly affect our disclosure controls and procedures subsequent to the Evaluation Date.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
A Complaint is pending whereas the Company expects to be a plaintiff in litigation against New World Mining, Tolan Furusho, Beverlee Claydon aka Beverlee Kamerling and other related parties in the appropriate jurisdiction for misrepresentation and fraud involved in the two asset acquisition agreements in 2003 between Egan Systems (now Goldtech Mining-NV) and Goldtech Mining-WA (now New World Mining) for some British Columbia mining properties in return for 11,110,000 shares of common stock. The Company is seeking damages and expenses, including legal fees, for this misrepresentation and for the original unfulfilled Sales agreement between Egan and Goldtech-WA.
A Complaint was filed in November 2004 with the Washington Bar Association, Case number WSBA #04-01650, againt Tolan Furusho, Attorney at Law, for the recovery of $312,896 in which Mr. Furusho was the escrow agent and took receipt of funds in trust from the sale of the Company’s common stock.
A complaint was filed on October 1, 2004 with the Bellevue Police Department, Case # 04B- 11186, against Tolan Furusho for the recovery of the above $312,896 related to the above matter. A criminal investigation is pending.
A Complaint is pending whereas the Company expects to be a plaintiff in litigation against Tolan Furusho and his associate, Beverlee Claydon aka Beverlee Kamerling appropriate third parties for the issuance of 540,000 and 1,325,000 shares of the Company’s common stock which was issued for consulting work that was not performed and/or improperly issued under Form S-8 and under the direction of Tolan Furusho and Beverlee Claydon aka Beverlee Kamerling. The Company is seeking the recovery of shares or equal value, interest, expenses and damages. As of April 15, 2005,the Company has recovered approximately 425,750 shares.
A stockholder derivative complaint was filed on October 14, 2004, Case #CV4-2130 against some of the current directors in the United States District Court of the Western District of Washington. The Company does not believe that the suit has merit and motion to dismiss the action has been filed.
A previous suit against the Company filed on September 24, 2004, Case #C04-2011RMS, in the United States District Court of the Western District of Washington by a group calling themselves “The Goldtech Shareholders Protective Committee” was dismissed on October 25, 2004.
Other than as stated above, we are not currently aware of any other pending, past or present litigation that would be considered to have a material effect us. There are no known bankruptcy or receivership issues outstanding and we have no known securities law violations. Additionally, we have no known legal proceedings in which certain corporate insiders or affiliates of us are in a position that is adverse to us.
Item 2. Changes in Securities
None
Item. 3. Senior Securities
None
Item 4. Submissions of Matters to a Vote of Security Holders
None
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Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
None
1. Form 8-K dated January 20, 2005 reported that the departure of directors, election of directors, appointment of officers and change of corporate address.
2. Form 8-K dated May 2, 2005 reported on April 11, 2004, the Registrant engaged E. Randal Gruber as its independent accountant for the year ending December 31, 2004 and dismissed the former independent accountants, Madsen & Associates, CPA’s Inc.
Signature
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto authorized.
Goldtech Mining Corporation |
/s/ Tracy L. Kroeker
Tracy L. Kroeker | |
Chairman and Chief Executive Officer | |
Secretary / Treasurer and Chief Financial Officer |
| | |
May 23, 2005
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