SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2005
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________to__________.
Commission File No.2-95836-NY
Goldtech Mining Corporation
(Exact name of registrant as specified in its charter)
Nevada | 13-3250816 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
| |
| |
3-11 Bellrose Drive, Suite 314, St. Albert, Alberta | T8N 5C9 |
(Address of principal executive offices) | (Zip Code) |
(780) 498-2289
(Issuer’s telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES o NO x
As of August 15, 2005, 7,773,841 shares of Common Stock of the issuer were outstanding. |
Goldtech Mining Corporation
INDEX
PART I - FINANCIAL INFORMATION
Item 1. | Consolidated Financial Statements |
Consolidated Balance Sheets - June 30, 2005 |
Unaudited Consolidated Statements of Operations - For the | |
three months and six months ended June 30, 2004 and 2005 |
Unaudited Consolidated Statements of Cash Flows- |
For the six months ended June 30, 2004 and 2005 | |
Notes to Consolidated Financial Statements |
Item 2. | Management Discussion and Analysis of Financial Condition and |
| Results of Operations | |
Item 3. | Controls and Procedures |
PART II - OTHER INFORMATION
Item 1. | Legal Proceedings | |
Item 2. | Changes in Securities | |
Item 3. | Defaults Upon Senior Securities | |
Item 4. | Submission of Matters to a Vote of Security Holders |
Item 5. | Other Information | |
Item 6. | Exhibits | |
| | | | | | |
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
GOLDTECH MINING CORPORATION
Balance Sheets
| Unaudited | | Audited |
| June 30, | | December 31, |
| 2005 | | | 2004 |
| | | | | |
ASSETS | | | | | |
| | | | | |
Current assets | | | | | |
Cash and cash equivalents | $ | 42,008 | | $ | 5,457 |
Accounts receivable - Other | | 312,896 | | | 312,896 |
Prepaid expenses | | ----- | | | 459 |
| | | | | |
Total current assets | | 354,904 | | | 318,812 |
| | | | | |
Mineral properties deferred development costs | | 205,000 | | | 175,000 |
| | | | | |
Total assets | | 559,904 | | | 493,812 |
| | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | |
| | | | | |
Current liabilities | | | | | |
Accounts payable | | 41,475 | | | 10,424 |
Accrued expenses | | 319,292 | | | 170,982 |
| | | | | |
Total current liabilities | | 360,767 | | | 181,406 |
| | | | | |
Notes payable | | | | | |
Notes payable | | 139,802 | | | 217,302 |
Notes payable - Related parties | | 102,390 | | | 82,000 |
| | | | | |
Total notes payable | | 242,192 | | | 299,302 |
| | | | | |
Total liabilities | | 602,959 | | | 480,708 |
| | | | | |
Stockholders' equity | | | | | |
Preferred stock 5,000,000 shares authorized at $.001, no | | | | | |
shares issued and outstanding | | ----- | | | ----- |
Common stock 95,000,000 shares authorized, $.001 par | | | | | |
value, 7,628,770 and 16,670,170 shares issued and outstanding | 7,629 | | | 16,670 |
Additional paid in capital | | 6,639,526 | | | 6,888,095 |
Stock subscriptions received | | 85,000 | | | ----- |
Accumulated deficit | | (6,775,210) | | | (6,891,661) |
| | | | | |
Total stockholders' equity (deficit) | | (43,055) | | | 13,104 |
| | | | | |
Total liabilities and stockholders' equity (deficit) | $ | 559,904 | | $ | 493,812 |
| | | | | |
Page 1
See accompanying note to financial statements
GOLDTECH MINING CORPORATION
Statement of Operations
For the three and six months ended June 30, 2005 and 2004
(unaudited)
| | | | | | | | | | | |
| | | | | | | | | | | |
| | Three months ended | | | Six months ended |
| | June 30, | | June 30, |
| | 2005 | | | 2004 | | | 2005 | | | 2004 |
| | | | | | | | | | | |
Revenues | $ | --- | | $ | --- | | $ | --- | | $ | --- |
| | | | | | | | | | | |
Expenses | | | | | | | | | | | |
Expenses paid with common stock: | | | | | | | | | | | |
General and administrative expenses (net | | | | | | | | | | |
of non-cash credit of $431,400 | | | | | | | | | | | |
for the three and six months ended | | | | | | | | | | | |
June 30, 2005) | | (431,400) | | | --- | | | (306,400) | | | |
Exploration | | ---- | | | --- | | | | | | |
Exploration and concession expense | | (11,110) | | | 1,401,250 | | | (11,110) | | | 1,447,250 |
General and administrative expenses | | 97,923 | | | 91,711 | | | 191,771 | | | 183,068 |
| | | | | | | | | | | |
Total operating expenses from | | | | | | | | | | | |
continuing operations | | (344,587) | | | 1,492,961 | | | (125,739) | | | 1,630,318 |
| | | | | | | | | | | |
Income (loss) from continuing operations | | | | | | | | | | |
before other expense | | 344,587 | | | (1,492,961) | | | 125,739 | | | (1,630,318) |
| | | | | | | | | | | |
Interest expense | | 8,999 | | | ----- | | | 18,288 | | | ----- |
| | | | | | | | | | | |
Income (loss) from continuing operations | | 335,588 | | | (1,492,961) | | | 107,451 | | | (1,630,318) |
| | | | | | | | | | | |
Discontinued operations | | | | | | | | | | | |
Income (loss) from discontinued operations | | ----- | | | 44,243 | | | ----- | | | 52,232 |
| | | | | | | | | | | |
Loss from discontinued operations | | ----- | | | 44,243 | | | ----- | | | 52,232 |
| | | | | | | | | | | |
Net income (loss) | | 335,588 | | | (1,448,718) | | | 107,451 | | | (1,578,086) |
| | | | | | | | | | | |
Income (loss) per share of common stock | | | | | | | | | | | |
Basic: | | | | | | | | | | | |
Continuing operations | | 0.02 | | | (0.12) | | | 0.01 | | | (0.13) |
Discontinued operations | | 0.00 | | | 0.00 | | | 0.00 | | | 0.00 |
Total | | 0.02 | | | (0.11) | | | 0.01 | | | (0.13) |
| | | | | | | | | | | |
Assuming dilution: | | | | | | | | | | | |
Continuing operations | | 0.01 | | | (0.11) | | | 0.00 | | | (0.13) |
Discontinued operations | | 0.00 | | | 0.00 | | | 0.00 | | | 0.00 |
Total | $ | 0.01 | | $ | (0.11) | | | 0.00 | | $ | (0.13) |
| | | | | | | | | | | |
Average number of common shares outstanding: | | | | | | | | | | |
Basic | | 18,567,357 | | | 12,611,000 | | | 17,440,306 | | | 12,083,000 |
Assuming dilution | | 28,567,357 | | | 13,080,000 | | | 27,440,306 | | | 12,510,000 |
| | | | | | | | | | | |
Page 2
See accompanying note to financial statements
GOLDTECH MINING CORPORATION
Statement of Cash Flows
For the three and six months ended June 30, 2005 and 2004
(unaudited)
| | 2005 | | | 2004 |
| | | | | |
Cash flows from operating activities from continuing operations: | | | | | |
Income (loss) from continuing operations | $ | 107,451 | | $ | (1,578,086) |
Adjustments to reconcile income from continuing operations | | | | | |
to cash provided by operating activities: | | | | | |
Stock issued for (cancelled): | | | | | |
General and administrative expenses | | 125,000 | | | --- |
Exploration and concession expense | | | | | 1,400,250 |
General and administrative expenses (cancelled) | | (431,400) | | | --- |
Exploration and concession expense (cancelled) | | (11,110) | | | --- |
Changes in operating assets and liabilities: | | | | | |
Accounts receivable - Other | | --- | | | --- |
Prepaid expenses | | 459 | | | --- |
Accounts payable | | 31,051 | | | 8,745 |
Accrued expenses | | 157,310 | | | --- |
| | | | | |
Net cash used by operating activities from | | | | | |
continuing operations | | (21,239) | | | (169,091) |
| | | | | |
Cash flows from investing activities from continuing operations: | | | | | |
Deferral of development costs | | (30,000) | | | --- |
| | | | | |
Cash flows from financing activities from continuing operations: | | | | | |
Retirement of notes payable | | (77,500) | | | --- |
Proceeds from issuance of notes to related party | | 68,053 | | | --- |
Repayment of notes to related party | | (47,663) | | | --- |
Proceeds from issuance of stock | | | | | 312,896 |
Stock subscriptions received | | 144,900 | | | --- |
| | | | | |
Net cash provided by financing activities | | | | | |
from continuing operations | | 87,790 | | | 312,896 |
| | | | | |
Increase (decrease) in cash and cash equivalents | | 36,551 | | | 143,805 |
| | | | | |
Net cash used in / provided by discontinued operations | | --- | | | 22,607 |
| | | | | |
Cash and cash equivalents, beginning of year | | 5,457 | | | 13,048 |
| | | | | |
Cash and cash equivalents, beginning of year | $ | 42,008 | | $ | 179,460 |
| | | | | |
Non-cash investing and financing activities: | | | | | |
Common stock issued for: | | | | | |
Services | $ | 125,000 | | $ | 1,400,250 |
Common stock cancelled for: | | | | | |
Services | $ | (431,400) | | $ | |
Exploration and concession expense | $ | (11,110) | | $ | |
| | | | | |
| | | | | |
Page 3
See accompanying note to financial statements
GOLDTECH MINING CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 1 - Background and Summary of Significant Accounting Policies
Background
Goldtech Mining Corporation (the Company), a Nevada corporation is headquartered in Alberta,
Canada. The Company has been engaged in the business of developing, selling and supporting
computer software products. During the year ended December 31, 2003, the Company also began
acquiring and developing mineral claims.
The Company was originally incorporated under the name Egan Systems, Inc. in the state of
Delaware in 1987. On November 5, 2003 the Company filed a Certificate of Name Change with thestate of Nevada to Goldtech Mining Corporation.
Note 2 - Condensed Financial Statements and Footnotes
The interim financial statements presented herein have been prepared by the Company
and include the unaudited accounts of the Company and for the periods before January 1, 2005, its
subsidiary. During November, 2004 the Company sold its software subsidiary back to a group of itsoriginal owners. The software business was accounted for as a discontinued operation under
generally accepted accounting principles (GAAP) and therefore the software business results of
operations and cash flows have been removed from the Company's regular continuing operations andcash flows for all periods presented in this document before January 1, 2005. All significant inter-company accounts and transactions have been eliminated in the consolidated statements.
These condensed financial statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and the instructions to Form 10-QB and Item
310(b) Regulations S-B. Certain information and footnote disclosures normally included in financial
statements presented in accordance with generally accepted accounting principles have been
condensed or omitted. The Company believes the disclosures made are adequate to make the
information presented not misleading. The condensed consolidated financial statements should be
read in conjunction with the Company's consolidated financial statements for the year ended
December 31, 2004 and notes thereto included in the Company's Form 10-KSB.
Note 3 - Accounts Receivable - Other
On March 31, 2004, the Company sold 417,195 shares of its common stock to an investor in the
company for $312,896. In October, 2004, the Company discovered that the funds from the sale
had not been transferred from the trust account where it was originally received into the Company's
cash account. The Company has recorded the $312,896 as an other accounts receivable. The
Company is actively attempting to collect these funds, and will undertake all appropriate actions
including legal actions.
4
GOLDTECH MINING CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 4 - Notes Payable
Notes payable consist of the following at June 30, 2005:
Notes payable consist of the following at June 30, 2005: | | | |
| | | | | | | |
| Note payable to a former subsidiary, due on demand and bearing interest at 12% per annum. | $ | 139,802 |
| | | | | | | |
| | | | | | | |
| Note payable to an officer of the Company, due on demand | |
| and bearing interest at 8% per annum. | | | 102,390 |
| | | | | | | |
| | | | | | $ | 242,192 |
| | | | | | | | |
Note 5 - Acquisition of Mining Claims - Canada
During 2003 the Company acquired various mining claims through the issuance of 11,110,000 restrictedcommon shares and the issuance of 575,000 common shares to consultants for services rendered. During August, 2004, the Company determined that it had not received clear and unencumberedtitle to the mining claims, as had been represented in the Asset Acquisition Agreements. The Company informed the seller of the breach of contract and requested a remedy. Since no response was received from the seller, the Company declared the agreement in default as of September 3, 2004. The Company has requested that the 11,110,000 shares be returned for cancellation since no consideration has been received. The Company is pursuing the return of the shares and expenses incurred. On June 14, 2005 the 11,110,000 shares were cancelled.
Note 6 - Acquisition of Mining Properties - Spain
On March 26, 2004 the Company entered into an Asset Acquisition Agreement with Solid Resources,Ltd to acquire 100% of the right, title and interest in the mineral rights on mining properties locatednear Salamanca, Spain. The purchase price was $25,000 for the rights to the minerals therein.Solid Resources, Ltd will receive 25% of any and all net profits derived from the mining of the mineralsand 25% of the funds in the event that the property is sold. The Company agreed to spend a minimumof $600,000 of recordable exploration work on the property by September 15, 2007 at a rate of a minimum of $150,000 per year beginning with work to be performed by September 15, 2004. The purchase price and the exploration work are included in mineral properties deferred development coston the balance sheet of the Company at December 31, 2004.
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 monthsfrom the signing of the Agreement.
5
GOLDTECH MINING CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
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 propertypreviously had five million tons extracted and processed through a 1000 tons per day open pit miningand 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 3.5 million tons of remaining mineral resourcesare 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.
Note 7 - Common Capital Stock
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 toan unrelated consultant for services rendered.
On June 14, 2005, the Company cancelled 11,110,000 shares of common stock originally issued for the acquisition of mining properties
On June 14, 2005, the Company cancelled 431,400 shares of common stock issued for consulting
and services rendered during 2004.
Note 8 - Other Related Party Transactions
Related parties own and control over 50% of the Company's issued common stock as of June 30,
2005
At June 30, 2005 the Company owes an officer of the Company $102,390 represented by a note
payable.
Note 9 - Going Concern
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 $6,775,210 since inception. The future of the Company is dependentupon its ability to identify a prospective target business and raise the capital it will require through theissuance of equity securities, borrowings or a combination thereof. The condensed consolidatedfinancial statements do not include any adjustments relating to the recoverability and classificationof recorded assets, or the amounts and classifications of liabilities that might be necessary in the event the Company cannot continue in existence.
6
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 periods ended June 30, 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 June 30, 2005 compared to the Three Months Ended June 30,2004
Revenues. The Company had no revenues for the continued operations for the period ending June 30, 2005 and 2004. The Company had revenues of $127,116 for the period ending June 30, 2004 resulting from the discontinued operation.
Cost of Sales. The Company had no cost of sales for the continued operations for the period ending June 30, 2005 and 2004. The Company had cost of sales of $2,064 for the period ending June 30 2004 resulting from the discontinued operation.
General and Administrative Expenses. General and administrative expenses for the period ending June 30, 2005 increased by $6,212 or 6.8% to $97,923 from $91,711 for the period ending June 30, 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 June 30, 2005 decreased by $1,412,350 to $(11,110) from $1,401,250 for the period. The Company no exploration expenses for the period ending March 2004 resulting from the discontinued operation. The decrease in exploration expenses is attributable to cancellation of shares whereas the company did not receive consideration.
Research and Development Expense. The Company had no research and development expenses for the continued operations for the period ended June 30, 2005 and 2004. The Company had no Research and development expenses for the period ending June 30, 2004 resulting from the discontinued operation.
Royalty Expense. The Company had no Royalty expenses for the continued operations for the period ending June 30, 2005 and 2004. The Company had royalty expenses for the period ending June 30, 2004 of $2,502 resulting from the discontinued operation.
Depreciation and Amortization. The Company had no depreciation and amortization expenses for the continued operations for the period ending June 30, 2005 and 2004. The Company had Depreciation and amortization expenses for the period ending June 30, 2004 of $4,258 resulting from the discontinued operation.
Deferred Development Costs: The Company had no Deferred Development Costs for the period endings ending June 30, 2005 and June 30, 2004 for the continued operation. The Company had no Deferred Costs for the period ending June 30, 2004 from the discontinued operation.
Operating Profit(Losses): Operating profit of $335,588 for period ending June 30, 2005, increase by $1,828,549 from losses of $1,492,961 for the period ending June 30, 2004 for the continued operation. The increase reflects the non cash credit of $431,400 in general and administrative expenses. The Company had operating losses of $44,243 for the period ending June 30, 2004 from the discontinued operation.
Six Months Ended June 30, 2005 compared to the Six Months Ended June 30,2004
Revenues. The Company had no revenues for the continued operations for the period ending June 30, 2005 and 2004. The Company had revenues of $236,497 for the period ending June 30, 2004 resulting from the discontinued operation.
Cost of Sales. The Company had no cost of sales for the continued operations for the period ending June 30, 2005 and 2004. The Company had cost of sales of $4,184 for the period ending June 30, 2004 resulting from the discontinued operation.
General and Administrative Expenses. General and administrative expenses for the period ending June 30, 2005 increased by $8,703 or 4.7% to $191,771 from $183,068 for the period ending June 30, 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 June 30, 2005 decreased by $1,458,350 to $(11,110) from $1,447,250 for the period. The Company no exploration expenses for the period ending March 2004 resulting from the discontinued operation. The decrease in exploration expenses is attributable to cancellation of shares whereas the company did not receive consideration.
Research and Development Expense. The Company had no research and development expenses for the continued operations for the period ended June 30, 2005 and 2004. The Company had no Research and development expenses for the period ending June 30, 2004 resulting from the discontinued operation.
Royalty Expense. The Company had no Royalty expenses for the continued operations for the period ending June 30, 2005 and 2004. The Company had royalty expenses for the period ending June 30, 2004 of $3,742 resulting from the discontinued operation.
Depreciation and Amortization. The Company had no depreciation and amortization expenses for the continued operations for the period ending June 30, 2005 and 2004. The Company had Depreciation and amortization expenses for the period ending June 30, 2004 of $8,516 resulting from the discontinued operation.
Deferred Development Costs: Deferred Development Costs for the period ending June 30, 2005 increased by $30,000 to $30,000 from $0 for the period ending June 30, 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 June 30, 2004 from the discontinued operation.
Operating Profit(Losses): Operating profit of $107,451 for period ending June 30, 2005, increased by $1,737,769 from losses of $1,578,086 for the period ending June 30, 2004 for the continued operation. The increase reflects the non cash credit of $431,400 in general and administrative expenses. The Company had operating losses of $52,232 for the period ending June 30, 2004 from the discontinued operation.
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.
In June 2005, the Company announced the completion of phase 1 drilling and confirmed all holes hit mineralization.
In June 2005, the Company announced the cancellation of 11.11 million shares that were issued in 2003 to be exchanged in consideration of three mining properties in British Columbia. The parties to which the shares were issued have not met terms of the agreement as reported in the Form 8-K filed in September 2003. Additionally, the company cancelled 431,400 shares of common stock issued in exchange for services which the company did not receive.
Liquidity and Capital Resources
As of June 30, 2005, the Company had cash of $42,008 compared to $5,457 as of June 30, 2004. The Company had working capital (current assets less current Liabilities) as of June 30, 2005 of ($5,863) compared to $178,422 as of June 30, 2004.
Cash used by operating activities totaled $21,239 for the period ended June 30, 2005 which compares with cash used by the operations of $169,091 for the period ended June 30, 2004. The decrease in the cash used is a result of the cancellation of shares and accrued expenses.
Cash used by investing activities totaled $30,000 for the period ended June 30, 2005 compared to no investment activities for the period ended June 30, 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 $87,790 for the period ended June 30, 2005 compared to $312,896 the period ended June 30, 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.
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.
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 August 15, 2005,the Company has recovered approximately 425,750 shares. As of August 15, 2005, the Company has canceled approximately 857,150 of these 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. | Unregistered Sales of Equity Securities & Use of Proceeds |
Item. 3. | Senior Securities |
Item 4. | Submissions of Matters to a Vote of Security Holders |
Item 6. | Exhibits and Reports on Form 8-K |
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, 2005 and dismissed the former independent accountants, Madsen & Associates, CPA’s Inc.
3. Form 8-KA dated June 13, 2005 reported a revision to the Form 8-K dated May 2, 2005 disclosing the board of directors has approved the change in accountants and reflect the periods for the years ending December 2002 and 2003.
4. Form 8-K dated June 22, 2005 reported the cancellation of 11.11 million shares that were issued in 2003 to be exchanged in consideration of three mining properties in British Columbia. The parties to which the shares were issued have not met terms of the agreement as reported in the Form 8-K filed in September 2003. Additionally, the company cancelled 431,400 shares of common stock issued in exchange for services which the company did not receive.
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 | |
August 15, 2005 | Tracy L. Kroeker | |
| Chairman and Chief Executive Officer | |
| Secretary / Treasurer and Chief Financial Officer |
| | | | |