CENTRAL MINERA CORP.
(A PRE-EXPLORATORY STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 2007
(EXPRESSED IN US DOLLARS)
PREPARED BY MANAGEMENT - WITHOUT AUDITORS’ REVIEW
CENTRAL MINERA CORP. |
(A PRE-EXPLORATORY STAGE COMPANY) |
|
BALANCE SHEETS |
(EXPRESSED IN US DOLLARS) | | | | | | |
| | DECEMBER 31, | | | JUNE 30, | |
| | 2007 | | | 2007 | |
ASSETS | | | | | | |
|
CURRENT | | | | | | |
CASH (NOTE 4) | $ | 48,356 | | $ | 4,024 | |
ACCOUNTS RECEIVABLE | | 10,962 | | | 7,145 | |
| | 59,318 | | | 11,169 | |
EQUIPMENT (NOTE 5) | | - | | | 196 | |
| $ | 59,318 | | $ | 11,365 | |
LIABILITIES | | | | | | |
|
CURRENT | | | | | | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | $ | 21,132 | | $ | 15,146 | |
ACCOUNTS PAYABLE - RELATED PARTY (NOTE 7) | | 164,848 | | | 108,962 | |
LOANS PAYABLE - RELATED PARTY (NOTE 7) | | 41,600 | | | 28,302 | |
| | 227,580 | | | 152,410 | |
SHARE CAPITAL AND DEFICIT | | | | | | |
|
SHARE CAPITAL (NOTE 6) | | | | | | |
VARIABLE MULTIPLE VOTING SHARES | | 300,000 | | | 300,000 | |
SUBORDINATE VOTING SHARES | | 41,933,339 | | | 41,873,339 | |
|
CONTRIBUTED SURPLUS ARISING FROM STOCK | | | | | | |
BASED COMPENSATION | | 9,073 | | | 9,073 | |
|
DEFICIT | | (42,410,674 | ) | | (42,323,457 | ) |
| | (168,262 | ) | | (141,045 | ) |
| $ | 59,318 | | $ | 11,365 | |
GOING CONCERN CONSIDERATIONS (NOTE 1)
RELATED PARTY TRANSACTIONS (NOTE 7)
COMMITMENT (NOTE 8)
APPROVED BY THE DIRECTORS
_____________________________
_____________________________
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
PREPARED BY MANAGEMENT - WITHOUT AUDITORS’ REVIEW
CENTRAL MINERA CORP. |
(A PRE-EXPLORATORY STAGE COMPANY) |
|
INTERIM STATEMENTS OF OPERATIONS AND DEFICIT |
|
(EXPRESSED IN US DOLLARS) |
|
| CUMULATIVE TO | | THREE MONTHS ENDED | | SIX MONTHS ENDED | |
| DECEMBER 31, | | DECEMBER 31, | | DECEMBER 31, | |
| 2007 | | 2007 | | 2006 | | 2007 | | 2006 | |
ADMINISTRATION EXPENSES | | | | | | | | | | | | | | | |
|
ACCOUNTING AND AUDIT | $ | 754,964 | | $ | 3,169 | | $ | 3,296 | | $ | 4,900 | | $ | 4,976 | |
AMORTIZATION | | 284,420 | | | - | | | 69 | | | 196 | | | 145 | |
CONSULTING FEES | | 2,214,410 | | | 28,038 | | | 23,331 | | | 54,000 | | | 47,402 | |
INTEREST - RELATED PARTY | | 2,684 | | | 1,223 | | | - | | | 2,684 | | | - | |
LEGAL | | 1,886,447 | | | 1,685 | | | 102 | | | 1,685 | | | 378 | |
OFFICE | | 950,901 | | | 4,325 | | | 3,042 | | | 4,437 | | | 3,425 | |
RENT | | 726,425 | | | - | | | - | | | - | | | - | |
SALARIES AND BENEFITS | | 292,748 | | | - | | | - | | | - | | | - | |
TRANSFER AGENT AND FILING FEES | | 214,087 | | | 6,594 | | | 4,431 | | | 7,542 | | | 5,732 | |
TRAVEL AND PROMOTION | | 1,222,278 | | | - | | | - | | | - | | | - | |
| | 8,549,364 | | | 45,034 | | | 34,271 | | | 75,444 | | | 62,058 | |
|
INTEREST AND OTHER INCOME | | (1,519,220 | ) | | - | | | (8 | ) | | - | | | (8 | ) |
LOSS ON FOREIGN EXCHANGE | | 71,222 | | | 2,068 | | | (1,138 | ) | | 11,773 | | | (972 | ) |
WRITE-DOWN OF INVESTMENT IN | | | | | | | | | | | | | | | |
PRIVATE COMPANY | | 1,000,799 | | | - | | | - | | | - | | | - | |
LOSS (GAIN) ON SALE AND WRITE-DOWN OF | | | | | | | | | | | | | | |
MARKETABLE SECURITIES | | (6,310 | ) | | - | | | - | | | - | | | - | |
WRITE-DOWN OF MINERAL PROPERTIES | | 24,719,362 | | | - | | | - | | | - | | | - | |
LOSS ON SALE OF PROPERTY AND EQUIPMENT | 11,307 | | | - | | | - | | | - | | | - | |
SETTLEMENT OF LAWSUITS | | 729,038 | | | - | | | - | | | - | | | - | |
LOSS ON SALE OF SUBSIDIARY | | 8,855,112 | | | - | | | - | | | - | | | - | |
| | 33,861,310 | | | 2,068 | | | (1,146 | ) | | 11,773 | | | (980 | ) |
NET LOSS | | 42,410,674 | | | 47,102 | | | 33,125 | | | 87,217 | | | 61,078 | |
|
DEFICIT BEGINNING OF THE PERIOD | | - | | | 42,363,572 | | | 42,205,380 | | | 42,323,457 | | | 42,177,427 | |
|
DEFICIT END OF THE PERIOD | $ | 42,410,674 | | $ | 42,410,674 | | $ | 42,238,505 | | $ | 42,410,674 | | $ | 42,238,505 | |
|
BASIC AND DILUTED LOSS PER COMMON SHARE | | | $ | .01 | | $ | .01 | | $ | .01 | | $ | .01 | |
|
WEIGHTED AVERAGE NUMBER OF | | | | | | | | | | | | | | | |
COMMON SHARES OUTSTANDING | | | | | 31,491,639 | | | 30,824,972 | | | 31,491,639 | | | 30,824,972 | |
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
PREPARED BY MANAGEMENT - WITHOUT AUDITORS’ REVIEW
CENTRAL MINERA CORP. |
(A PRE-EXPLORATORY STAGE COMPANY) |
|
INTERIM STATEMENTS OF CASH FLOW |
(EXPRESSED IN US DOLLARS) |
| | CUMULATIVE TO | | | THREE MONTHS ENDED | | | FOR SIX MONTHS ENDED | |
| | DECEMBER 31, | | | DECEMBER 31, | | | DECEMBER 31, | |
| 2007 | | 2007 | | 2006 | | 2007 | | 2006 | |
CASH PROVIDED (USED) BY | | | | | | | | | | | | | | | |
OPERATING ACTIVITIES | | | | | | | | | | | | | | | |
NET LOSS | $ | (42,410,674 | ) | $ | (47,103 | ) | $ | (33,125 | ) | $ | (87,217 | ) | $ | (61,078 | ) |
ITEMS NOT INVOLVING CASH | | | | | | | | | | | | | | | |
AMORTIZATION | | 284,420 | | | - | | | 69 | | | 196 | | | 145 | |
LOSS ON SALE OF SUBSIDIARY | | 8,855,112 | | | - | | | - | | | - | | | - | |
LOSS ON SALE OF PROPERTY AND | | | | | | | | | | | | | | | |
EQUIPMENT | | 11,307 | | | - | | | - | | | - | | | - | |
WRITE-DOWN OF INVESTMENT IN | | | | | | | | | | | | | | | |
PRIVATE COMPANY | | 1,000,799 | | | - | | | - | | | - | | | - | |
WRITE-DOWN OF MINERAL PROPERTIES | | 24,719,362 | | | - | | | - | | | - | | | - | |
STOCK BASED COMPENSATION | | 9,073 | | | - | | | - | | | - | | | - | |
SHARE CONSIDERATION PAYABLE INCLUDED | | | | | | | | | | | | | | | |
IN SETTLEMENT OF LAWSUITS | | 375,000 | | | - | | | - | | | - | | | - | |
| | (7,155,601 | ) | | (47,103 | ) | | (33,056 | ) | | (87,021 | ) | | (60,933 | ) |
NET CHANGE IN NON-CASH WORKING | | | | | | | | | | | | | | | |
CAPITAL ITEMS | | | | | | | | | | | | | | | |
ACCOUNTS RECEIVABLE | | (10,962 | ) | | (1,977 | ) | | 6,051 | | | (3,817 | ) | | 4,419 | |
PREPAID EXPENSES | | - | | | - | | | 5,336 | | | - | | | 1,345 | |
ACCOUNTS PAYABLE AND ACCRUED | | | | | | | | | | | | | | | |
LIABILITIES | | 185,980 | | | 34,831 | | | 18,486 | | | 61,872 | | | 36,513 | |
| | (6,980,583 | ) | | (14,249 | ) | | (3,183 | ) | | (28,966 | ) | | (18,656 | ) |
FINANCING ACTIVITIES | | | | | | | | | | | | | | | |
LOAN PAYABLE TO A RELATED PARTY | | 41,600 | | | 1,580 | | | - | | | 13,298 | | | - | |
SHARES ISSUED FOR CASH, LOAN AND | | | | | | | | | | | | | | | |
CONVERTIBLE DEBENTURES | | 26,108,338 | | | 60,000 | | | - | | | 60,000 | | | - | |
| | 26,149,938 | | | 61,580 | | | - | | | 73,298 | | | - | |
INVESTING ACTIVITIES | | | | | | | | | | | | | | | |
MINERAL PROPERTIES | | (17,305,960 | ) | | - | | | - | | | - | | | - | |
INVESTMENT IN PRIVATE COMPANY | | (1,000,799 | ) | | - | | | - | | | - | | | - | |
PURCHASE OF PROPERTY AND EQUIPMENT | | (814,240 | ) | | - | | | - | | | - | | | - | |
| | (19,120,999 | ) | | - | | | - | | | - | | | - | |
CHANGE IN CASH FOR THE PERIOD | | 48,356 | | | 47,331 | | | (3,183 | ) | | 44,332 | | | (18,656 | ) |
|
CASH BEGINNING OF THE PERIOD | | - | | | 1,025 | | | 12,181 | | | 4,024 | | | 27,654 | |
CASH END OF THE PERIOD | $ | 48,356 | | $ | 48,356 | | $ | 8,998 | | $ | 48,356 | | $ | 8,998 | |
SUPPLEMENTAL INFORMATION | | | | | | | | | | | | | | | |
INTEREST PAID IN CASH DURING | | | | | | | | | | | | | | | |
THE PERIOD | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | |
INCOME TAXES PAID IN CASH DURING | | | | | | | | | | | | | | | |
THE PERIOD | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | |
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
PEPARED BY MANAGEMENT - WITHOUT AUDITORS’ REVIEW
CENTRAL MINERA CORP. |
(A PRE-EXPLORATORY STAGE COMPANY) |
|
NOTES TO THE INTERIM FINANCIAL STATEMENTS |
DECEMBER 31, 2007 |
|
(EXPRESSED IN US DOLLARS) |
1. | GOING CONCERN CONSIDERATIONS |
|
| These financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of operations. Different bases of measurement may be appropriate when a company is not expected to continue operations for the foreseeable future. As at February 14, 2008, the Company had not reached a level of operations which would finance day-to-day activities. The Company’s continuation as a going concern is dependent upon its ability to attain profitable operations and generate funds there from and/or raise equity capital or borrowings sufficient to meet current and future obligations. |
|
2. | CONTINUING OPERATIONS |
|
| The Company is incorporated under the laws of Yukon Territory of Canada. The principal business activity is the acquisition, exploration and development of mineral properties. At the Company’s annual general meeting in December, 2002, the shareholders approved the consolidation of the Company’s shares to a maximum ratio of 1:20 and to change its domicile. The directors are authorized to implement these changes at their discretion. No changes have been implemented. |
|
3. | ACCOUNTING POLICIES |
|
| These financial statements have been prepared under Canadian generally accepted accounting principles applicable to interim financial statements and therefore do not include all the disclosures required for annual financial statements. Accordingly, these interim financial statements should be read in conjunction with the audited annual financial statements for the year ended June 30, 2007 and included with the Company’s annual report. In the opinion of management, these interim financial statements contain all adjustments necessary to present fairly the financial position, results of operations and cash flow for the six-month periods ended December 31, 2007 and 2006. Interim results of operations are not indicative of the results of operations for the full year. |
|
| From time to time new accounting standards are pronounced by the Canadian Institute of Chartered Accountants. When released, these policies are reviewed by management to determine the impact on the Company’s reported operating results and disclosures. Four new standards that become effective for the Company’s 2007 fiscal year or thereafter are: Comprehensive Income, Financial Instruments Presentation and Disclosure, Financial Instruments Recognition and Measurements, and Capital Disclosures. These standards as applicable will be applied prospectively and their adoption is not anticipated to have a significant impact on the Company’s financial statements. |
|
4. | CASH |
|
| The Company maintains its cash balances in various currencies. At the period end, the currencies held and the United States equivalents were as follows: |
|
| | | December 31, | |
| | 2007 | | 2006 | |
| |
| Canadian dollars | $ | 2,901 | | $ | 9,104 | |
| US dollars | | 45,455 | | | (106 | ) |
| | $ | 48,356 | | $ | 8,998 | |
PREPARED BY MANAGEMENT - WITHOUT AUDITORS’ REVIEW
CENTRAL MINERA CORP. |
(A PRE-EXPLORATORY STAGE COMPANY) |
|
NOTES TO THE INTERIM FINANCIAL STATEMENTS |
DECEMBER 31, 2007 |
|
(EXPRESSED IN US DOLLARS) |
| | | December 31, | |
| | | 2007 | | | 2006 | |
| |
| Office furniture and equipment | $ | 2,481 | | $ | 2,481 | |
| Accumulated amortization | | (2,481 | ) | | (2,128 | ) |
| | $ | - | | $ | 353 | |
6. | SHARE CAPITAL |
|
| a. | Authorized |
|
| | 3,000,000 variable multiple voting shares without par value Unlimited number of subordinate voting shares without par value |
|
| | The variable multiple voting shares are identical to the subordinate shares except they may only be transferred with the approval of the directors and entitle the holder to more than one vote, calculated on a predetermined ratio between the share classes. The variable multiple voting shares may be converted into subordinate shares at a ratio of 1:1 with a mandatory conversion if the then outstanding balance is less than 1,500,000 shares. |
|
| b. | Issued |
|
| | Share | | | | | |
| | Price | | Shares | | | Consideration |
| Variable Multiple Voting Shares | | | | | | | |
| Issued for conversion of debenture | | | | | | | |
| Balance September 31, 2007 and June 30, 2007 | $ | .10 | | 3,000,000 | | $ | 300,000 |
| |
| Subordinate Voting Shares | | | | | | | |
| Balance September 31, 2007 and June 30, 2007 | | | | 27,824,972 | | $ | 41,873,339 |
| Shares issued | | | | | | | |
| For cash - Private placement | | | | 2,000,000 | | | 60,000 |
| Balance December 31, 2007 | | | | 29,824,972 | | $ | 41,933,339 |
| During the period the Company completed a private place of 2,000,000 units at $.03 per unit for gross profits of $60,000. Each unit consists of one subordinate voting share and one share purchase warrant entitling the holder to acquire a subordinate voting share at $.03 per share exercisable for October 18, 2012. |
|
c. | Incentive Stock Options – Subordinate Voting Shares |
|
| The Company has a stock option plan for which options granted under the plan generally have a maximum term of ten years. The exercise price of each option equals the market price of the Company’s shares on the date of the grant. |
|
PREPARED BY MANAGEMENT - WITHOUT AUDITORS’ REVIEW
CENTRAL MINERA CORP. |
(A PRE-EXPLORATORY STAGE COMPANY) |
|
NOTES TO THE INTERIM FINANCIAL STATEMENTS |
DECEMBER 31, 2007 |
|
(EXPRESSED IN US DOLLARS) |
6. | SHARE CAPITAL (CONTINUED) |
|
| c. | Incentive Stock Options – Subordinate Voting Shares (Continued) |
|
| | Details of director, employee and consultant share purchase options are as follows: |
|
| | December 31, 2007 | | | December 31, 2006 |
| | | | | Weighted Avg. | | | | | | Weighted Avg. |
| | Number of | | | Exercise | | | Number of | | | Exercise |
| | Options | | | Price | | | Options | | | Price |
| |
| Balance beginning of period | - | | $ | - | | | 300,000 | | $ | .20 |
| Expired | - | | $ | - | | | (300,000 | ) | $ | .20 |
| Balance end of period | - | | $ | - | | | - | | $ | - |
| d. | Share Purchase Warrants – Subordinate Voting Shares |
| | December 31, 2007 | | December 31, 2006 |
| | | | Weighted Avg. | | | | Weighted Avg. Exercise |
| | Number of | | Exercise | | Number of | |
| | Warrants | | Price | | Warrants | | Price |
| Balance beginning of period | - | | $ | - | | - | | $ | - |
| Granted | 2,000,000 | | $ | .03 | | - | | $ | - |
| Balance end of period | 2,000,000 | | $ | .03 | | - | | $ | - |
As at December 31, 2007, the weighted average remaining contractual life of the share purchase warrants is 58 months.
7. | RELATED PARTY TRANSACTIONS |
Related party transactions not separately disclosed elsewhere in these financial statements were as follows:
| | | December 31, |
| | 2007 | | 2006 |
| Consulting fees charged by a company controlled | | | | | |
| by a director | $ | 45,000 | | $ | 39,502 |
| Consulting fees charged by a director | $ | 9,000 | | $ | 7,900 |
| Interest charged on related party loan | $ | 2,684 | | $ | - |
Accounts payable of $164,848 (2006 - $58,569) was owing to a company controlled by a director. Loan payable of $41,600 (Cdn $41,184) is owing to a company controlled by a director, is unsecured, bears interest at 12% per annum and is repayable on demand. These related party transactions are in the normal course of business and are measured at the exchange amount, which is the amount agreed by the transacting parties.
PREPARED BY MANAGEMENT - WITHOUT AUDITORS’ REVIEW
CENTRAL MINERA CORP. |
(A PRE-EXPLORATORY STAGE COMPANY) |
|
NOTES TO THE INTERIM FINANCIAL STATEMENTS |
DECEMBER 31, 2007 |
|
(EXPRESSED IN US DOLLARS) |
8. | COMMITMENT |
|
| The Company has entered into a management agreement, with a Company controlled by a director, which requires minimum annual payments of approximately $182,000 ($180,000 Cdn). The agreement contains a clause requiring a termination payment of approximately $91,000 ($90,000 Cdn). The corporate related party has voluntarily reduced the monthly fee to $7,600 (Cdn. $7,500) commencing March, 2003 (Note 7). |
|
9. | RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES (“US GAAP”) |
|
| These financial statements have been prepared in accordance with accounting principles generally accepted in Canada. A description of accounting principles that differ in certain respects from US GAAP follows: |
|
| a. | Stock-Based Compensation |
|
| | The Company has elected, commencing with the year ended June 30, 2005, to account for stock-based compensation using Statements of Financial Accounting Standards (“SFAS”) No. 123 and 123 (R) as amended December, 2004. Accordingly, compensation cost for stock options is measured at the fair value of options granted. For the year ended June 30, 2003, the Company elected to apply the intrinsic value- based method of accounting prescribed by Accounting Principles Board Opinion No. 25 (“APB No. 25") “Accounting for Stock Issued to Employees” for measuring the value of stock-based compensation. The intrinsic value-based method requires that compensation expense be recorded at the time of granting an option for the excess of the quoted market price over the option exercise price. If a stock option is not exercised, the compensation expense recorded in the previous period is reversed by decreasing the compensation expense in the period of forfeiture. No compen sation expense was required to be recognized for those years. |
|
| b. | Other Accounting Standards |
|
| | i | The Company has adopted the SFAS No. 130 “Reporting Comprehensive Income” with no impact on US GAAP differences. |
|
| | ii | The Company does not have any derivative or hedging instruments and, therefore, SFAS No. 149 “Accounting for Derivative Instruments and Hedging Activity” has no impact on US GAAP differences. |
|
| | | The adoption of these new pronouncements is not expected to have an effect on the financial position or results of operations. |
|
PREPARED BY MANAGEMENT - WITHOUT AUDITORS’ REVIEW
CENTRAL MINERA CORP. |
(A PRE-EXPLORATORY STAGE COMPANY) |
|
NOTES TO THE INTERIM FINANCIAL STATEMENTS |
DECEMBER 31, 2007 |
|
(EXPRESSED IN US DOLLARS) |
9. | RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES (“US GAAP”) (CONTINUED) |
|
| b. | Other Accounting Standards (Continued) |
|
| | The effect of the differences between Canadian GAAP and US GAAP on the balance sheets and statements of operations and deficit is summarized below: |
|
| | | December 31, | |
| | 2007 | | 2006 | |
| Share capital under Canadian GAAP | $ | 42,233,339 | | $ | 42,173,339 | |
| Adjustment for APB No. 25 | | 12,490 | | | 12,490 | |
| | $ | 42,245,829 | | $ | 42,185,829 | |
| Deficit under Canadian GAAP | $ | (42,410,674 | ) | $ | (42,238,505 | ) |
| Adjustment for APB No. 25 | | (12,490 | ) | | (12,490 | ) |
| Deficit under US GAAP | $ | (42,423,164 | ) | $ | (42,250,995 | ) |
| Loss for the period under Canadian GAAP and | | | | | | |
| Comprehensive loss under US GAAP | $ | (87,217 | ) | $ | (61,078 | ) |
| Basic and diluted loss per share under US GAAP | $ | .01 | | $ | .01 | |
There is no effect on the statements of operations and cash flow for the difference between Canadian GAAP and U.S. GAAP for the periods.
PREPARED BY MANAGEMENT - WITHOUT AUDITORS’ REVIEW