UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
[ X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For Fiscal Year Ended June 30, 2003
OR
[ ] 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. 0-24570
CENTRAL MINERA CORP.
(FORMERLY, DELGRATIA MINING CORPORATION)
(Exact name of registrant as specified in its charter)
YUKON, CANADA
(Jurisdiction of incorporation or organization)
1040-885 WEST GEORGIA STREET,
VANCOUVER, BRITISH COLUMBIA, CANADA V6C 3E8
(Address of principal executive offices) (Zip Code)
(604) 687-6191
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
SUBORDINATE VOTING SHARES
(NO PAR VALUE)
Title of Class
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report: As of June 30, 2003, the Registrant had 22,163,682 Subordinate Voting
shares (previously Common shares prior to redesignation) outstanding. On July
31, 2003, 3,000,000 Variable Multiple Voting shares were issued and outstanding.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 X No
----- -----
Indicate by check mark which financial statement item the registrant has
elected to follow.
Item 17 X Item 18
----- -----
(APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PAST FIVE YEARS)
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 14 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. [X]
TABLE OF CONTENTS
Page
----
PART I
Item 1. Identity of Directors, Senior Management and Adviser ....................... 3
Item 2. Offer Statistics and Expected Timetable .................................... 3
Item 3. Key Information ............................................................ 3
Item 4. Information on the Company ................................................. 8
Item 5. Operating and Financial Review and Prospects ............................... 9
Item 6. Directors, Senior Management and Employees ................................. 12
Item 7. Major Shareholders and Related Party Transactions .......................... 15
Item 8. Financial Information ...................................................... 17
Item 9. The Offer and Listing ...................................................... 18
Item 10. Additional Information ..................................................... 20
Item 11. Quantitative and Qualitative Disclosures about Market Risk ................. 25
Item 12. Description of Securities other than Equity Securities ..................... 25
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies ............................ 25
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 26
Item 15. Controls and Procedures .................................................... 27
Item 16 Audit Committee Financial Expert ........................................... 27
Item 17. Financial Statements ....................................................... 28
Item 18. Financial Statements ....................................................... 43
Item 19. Exhibits.................................................................... 43
Certifications
-2-
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable to Form 20-F filed as an Annual Report.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable to Form 20-F filed as an Annual Report.
ITEM 3. KEY INFORMATION
A. SELECTED FINANCIAL DATA.
Central Minera Corp. (the "Company" or "Central Minera") has a limited
history of operations and has not generated any operating revenues. The
following table sets forth, for the periods and the dates indicated, selected
financial and operating data for the Company. Certain prior years' amounts have
been reclassified to conform to the presentation used for the years ended June
30, 2003, 2002 and 2001. This information should be read in conjunction with the
Company's Financial Statements and Notes thereto and "Item 5 - Operating and
Financial Review and Prospects" included elsewhere herein. The selected
financial data provided below is not necessarily indicative of the future
results of operations or financial performance of the Company. To date the
Company has not paid any dividends on the shares and it does not expect to pay
dividends in the foreseeable future.
The Financial Statements of the Company have been prepared in
accordance with accounting principles generally accepted in Canada ("Canadian
GAAP"). These principles, as applied to the Company, differ in some respects
from those generally accepted in the United States ("U.S. GAAP"). For a
comparison of these differences between Canadian GAAP and U.S. GAAP, see Note 14
to the Financial Statements of the Company. All dollar amounts herein are
expressed as US dollars unless otherwise indicated.
-3-
(In thousands of US dollars except per share amounts)
2003 2002 2001 2000 1999
--------- --------- ---------- ---------- ----------
Statements of Loss Data:
Revenues ................................. $ 19 $ 33 $ 85 $ 34 $ 161
Net loss - Canadian GAAP ................. (186) (202) (850) (1,114) (11,112)
Net income (loss) - US GAAP .............. (177) (202) (850) (459) (7,342)
Net loss per share - Canadian GAAP ....... (0.01) (0.01) (0.04) (0.08) (0.88)
Net income (loss) per share - US GAAP .... (0.01) (0.01) (0.04) (0.03) (0.58)
Weighted average Common shares outstanding 21,826 21,760 21,760 14,234 12,607
Statements of Cash Flows Data:
Cash provided by (used in):
Operating activities- ................. (239) (120) 133 (619) (1,260)
Financing activities- ................. 302 95 901 330 375
Investing activities- ................. (3) -- (1,005) (33) (3,650)
Balance Sheet Data (end of period)
Total Assets ............................. 95 196 73 64 1,322
Net Asset ................................ 71 101 54 3 787
Capital Stock - Canadian GAAP ............ 41,548 41,442 41,442 40,541 40,211
- US GAAP................... 41,560 41,463 41,463 40,562 40,887
Long Term Obligations .................... -- 250,000 -- -- --
B. CAPITALIZATION AND INDEBTEDNESS.
Not applicable to Form 20-F filed as an annual report.
C. REASONS FOR THE OFFER AND USE OF PROCEEDS.
Not applicable to Form 20-F filed as an annual report.
D. RISK FACTORS.
FORWARD LOOKING STATEMENTS
This Report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities and Exchange
Act of 1934, as amended (the "Exchange Act"). Any statements that express or
involve discussions with respect to predictions, expectations, beliefs, plans,
projections, objectives, assumptions of future events or performance (often,
but not always, using words or phrases such as "expects" or "does not expect",
"is expected", "anticipates", or "does not anticipate", "plans", "estimates" or
"intends", or stating that certain actions, events or results "may", "could",
"would", "might", or "will" be taken, occur or be achieved) are not statements
of historical facts and may be "forward-looking statements". Forward-looking
statements are based on expectations, estimates and projections at the time the
statements are made and include, but are not limited to, the statements under
"Item 5 - Operating and Financial Review
-4-
and Prospects" and located elsewhere herein regarding industry prospects and the
Company's financial position. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it can
give no assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from the
Company's expectations are more fully disclosed herein. Important risks include
the Company's lack of cash flow and resultant need for additional funding, the
risks associated with resource exploration and development, the fact that there
are no proven reserves on the Company's properties, risks associated with the
property title, currency fluctuation, unstable metal prices, and various
environment and political situations. All subsequent written and oral
forward-looking statements attributed to the Company or persons acting on its
behalf are expressly qualified in their entirety by the Cautionary Statements.
THE COMPANY'S BUSINESS IS SUBJECT TO A NUMBER OF RISK FACTORS THAT ARE
SET FORTH BELOW:
o THE COMPANY HAS NO HISTORY OF CASH FLOW FROM OPERATIONS AND MAY REQUIRE
ADDITIONAL FUNDS TO CONDUCT FURTHER EXPLORATION ACTIVITIES.
Currently the Company has an indirect interest in only one property.
The property has no known reserves and it appears very unlikely that it will
advance to the commercial production stage. The Company has no history of
earnings or cash flow from operations. Historically, the only source of funds
available to the Company is through (i) the sale of its equity shares or (ii)
borrowings. Even if the results of future exploration programs are encouraging,
the Company may not have sufficient funds to conduct the further exploration
that may be necessary to determine whether or not a commercial deposit exists on
any of its properties. While the Company may generate additional working capital
through the operation, development, sale or possible syndication of its
properties, there is no assurance that any such funds will be available for
operations.
The development of any ore deposits, if found on the Company's
property, depends upon the Company's ability to obtain financing through joint
venturing of projects, debt financing, equity financing or other means. There is
no assurance that the Company will be able to obtain the required financing.
Failure to obtain additional financing on a timely basis could cause the Company
to forfeit its interest in such properties, dilute its interests in the
properties and/or reduce or terminate its operations.
o THE RESOURCE EXPLORATION BUSINESS IS EXTREMELY SPECULATIVE AND SUBJECT
TO MANY FACTORS BEYOND THE COMPANY'S CONTROL WHICH MAY RESULT IN THE
COMPANY NOT RECEIVING AN ADEQUATE RETURN ON INVESTMENT CAPITAL.
Resource exploration and development is a speculative business,
characterized by a number of significant risks including, among other things,
unprofitable efforts resulting not only from the failure to discover mineral
deposits but from finding mineral deposits which, though present, are
insufficient in quantity and quality to return a profit from production. In
addition, the marketability of minerals acquired or discovered by the Company
may be affected by numerous factors which are beyond the control of the Company
and which cannot be accurately predicted, such as market fluctuations, the
proximity and capacity of milling
-5-
facilities, mineral markets and processing equipment, and such other factors as
government regulations, including regulations relating to royalties, allowable
production, importing and exporting of minerals, and environmental protection,
the combination of which factors may result in the Company not receiving an
adequate return on investment capital.
o THERE IS NO CERTAINTY THAT ANY EXPENDITURES MADE BY THE COMPANY IN THE
EXPLORATION OF ITS INDIRECT INTEREST IN THE PROPERTY WILL RESULT IN
DISCOVERIES OF MINERALIZED MATERIAL IN COMMERCIAL QUANTITIES.
Most exploration projects do not result in the discovery of commercial
ore deposits and no assurance can be given that any particular level of recovery
of gold from ore reserves will in fact be realized or that any identified
mineral deposit will ever qualify as a commercially mineable (or viable) ore
body which can be legally and economically exploited. Estimates of reserves,
mineral deposits and production costs can also be affected by such factors as
environmental permitting regulations and requirements, weather, environmental
factors, unforeseen technical difficulties, unusual or unexpected geological
formations and work interruptions.
o MINING OPERATIONS GENERALLY INVOLVE A HIGH DEGREE OF RISK AS TO WHICH
THE COMPANY DOES NOT HAVE ANY INSURANCE.
The business of gold mining is subject to a variety of risks such as
cave-ins, flooding, environmental hazards, the discharge of toxic chemicals and
other hazards. Such occurrences may delay production, increase production costs
or result in liability. The payment of such liabilities may have a material,
adverse effect on the Company's financial position. The Company does not have
nor does it presently intend to obtain any insurance as to such hazards.
o CONFLICTS OF INTEREST MAY ARISE BECAUSE ONE OF THE COMPANY'S DIRECTORS
IS ALSO A DIRECTOR OF OTHER MINERAL RESOURCE COMPANIES.
Mr. Michael Cytrynbaum, one of the Company's Directors, serves as a
Director of Callinan Mines Limited which is a resource exploration and/or
development company. To the extent that such other companies may participate in
ventures in which the Company may participate, Mr. Cytrynbaum may have a
conflict of interest in negotiating and concluding terms respecting the extent
of such participation. In addition, conflicts of interest may arise from time to
time, as a result of the Company engaging in transactions in which Directors and
Officers of the Company may have an interest. PLEASE REFER TO "ITEM 7 - RELATED
PARTY TRANSACTIONS."
From time to time several companies may participate in the acquisition,
exploration and development of natural resource properties thereby allowing for
their participation in larger programs. Permitting involvement in a greater
number of programs reduces the financial exposure in respect of any one program.
It is also possible that a particular company will assign all or a portion of
its interest in a particular program to another of these companies due to the
financial position of the company making the assignment. In the event that a
conflict of interest arises, a Director who has such a conflict will abstain
from voting
-6-
for or against the approval any action by the Company with respect to the
subject matter giving rise to the conflict of interest. In appropriate cases the
Company will establish a special committee of independent Directors to review a
matter in which several Directors, or management, may have a conflict. Moreover,
in accordance with the laws of the Yukon Territories, the Directors of the
Company are required to act honestly, in good faith and in the best interest of
the Company. In determining whether the Company will participate in a particular
program and the interest therein to be acquired by it, the Directors will
primarily consider the potential benefits to the Company, the degree of risk to
which the Company may be exposed and its financial position at that time. Other
than as indicated, the Company has no other procedures or mechanisms to deal
with conflicts of interest. As of the date hereof, the Company is not aware of
the existence of any conflict of interest on the part of any Director or Officer
as described herein.
o CURRENCY FLUCTUATIONS MAY HAVE AN ADVERSE EFFECT ON THE COMPANY'S
FINANCIAL CONDITION.
The Company maintains its accounts in United States dollars. The
Company's operations in Canada and United States make it subject to foreign
currency fluctuations and such fluctuations may materially affect the Company's
financial position and results. At the present time the Company does not engage
in hedging activities.
o THE COMPANY FACES COMPETITION FROM LARGER COMPANIES THAT HAVE GREATER
FINANCIAL AND OTHER RESOURCES THAN THE COMPANY.
Significant competition exists for the limited number of gold
acquisition opportunities available in the United States and Canada. As a result
of this competition, some of which is from large established mining companies
with substantial capabilities and greater financial and technical resources than
the Company, the Company may be unable to acquire additional attractive gold
mining properties on terms it considers acceptable.
o THE COMPANY CURRENTLY HAS SHARES RESERVED FOR FUTURE ISSUANCE THAT WHEN
ISSUED WILL CAUSE AN EQUITY DILUTION TO THE CURRENT STOCKHOLDERS.
The Company has reserved, as of June 30, 2003, 1,925,000 Subordinate
Voting shares for issuance upon the exercise of incentive stock options (please
refer to Item 6.B Stock Option Plan); 3,000,000 Variable Multiple Voting shares
for issuance upon conversion of its outstanding convertible debentures, and
6,966,454 Subordinate Voting shares for issuance upon exercise of outstanding
warrants. Furthermore, the Company may enter into commitments in the future,
which would require the issuance of additional Subordinate Voting shares and may
grant additional stock options and warrants. Issuance of additional shares would
be subject to certain regulatory approvals and compliance with applicable
securities legislation.
o THE COMPANY HAS ISSUED 3,000,000 VARIABLE MULTIPLE VOTING SHARES WHICH
CARRY 55% OF THE VOTE.
-7-
On July 31, 2003 under the terms of an outstanding Convertible Debenture,
the Company issued 3,000,000 Variable Multiple Voting shares. Directors and
Officers of the Company hold or control 2,500,000 Variable Multiple Voting
shares. Accordingly management will have effective control of the Company's
business affairs. PLEASE REFER TO "ITEM 10. ADDITIONAL INFORMATION" AND
"ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE
OF PROCEEDS".
ITEM 4. INFORMATION ON THE COMPANY
A. HISTORY, DEVELOPMENT AND ORGANIZATIONAL STRUCTURE OF THE COMPANY.
The Company was incorporated under the laws of the Province of British
Columbia on February 14, 1984 as Delgratia Developments Ltd. The Company
underwent a change in control on June 10, 1992 and commenced its present
business at that time. On April 18, 1995, the Company officially changed its
name from Delgratia Developments Ltd. to Delgratia Mining Corporation. On
February 1, 1999, the Company changed its name to Central Minera Corp. and also
transferred its jurisdiction of incorporation from British Columbia to the Yukon
Territories of Canada through continuance of the Company under the Business
Corporations Act (Yukon). The Company's executive offices are located at
1040-885 West Georgia Street, Vancouver, British Columbia, Canada V6C 3E8 and
its phone number at the principal place of business is (604) 687-6191. The
Company is a reporting issuer in the Province of British Columbia, Canada.
B. BUSINESS OVERVIEW.
Up until recently the focus of the Company had consisted of, the
exploration for and, if warranted, development of precious metal properties. The
Company's activities had been focused on the acquisition and exploration of
mining properties located in Canada, Mexico, Nicaragua and the United States. As
each of the Company's mineral properties was without a known body of proven
reserves, due to financial considerations such as property holding costs and
exploration commitments, the Company has either liquidated its investments or
has allowed, or is in the process of allowing, its options, to lapse in all of
these countries.
The Company sold all of its operations, mineral properties and
subsidiaries in Nicaragua on June 30, 1999 and wrote off its Mexican investments
in 2000. The Company had operated its businesses in Mexico and Nicaragua through
corporate subsidiaries incorporated in the property's respective country. The
Company wrote off its investment in Cactus Gold Corp. in the fiscal year ending
June 30, 2001. Currently, the Company has no subsidiary companies.
C. PROPERTY, PLANTS AND EQUIPMENT.
The Company presently has no properties containing proven reserves. The
limited activities on such properties to date have been exploratory in nature.
Except as disclosed herein, the Company does not possess reliable information
concerning the history of previous operations including the names of previous
operators, if any, on any of its properties.
-8-
The Company has limited financial resources and there is no assurance
that additional funding will be available to allow the Company to complete
sufficient work on any future properties to determine the existence of gold
reserves on the properties or, if warranted, to establish the feasibility of
production from such reserves. Failure to obtain additional financing could
result in delay or indefinite postponement of further exploration and
development with the possible loss of properties. The Company's operations are
subject to certain risks, including currency fluctuations.
The Company has abandoned its mineral interests in Mexico, Nicaragua
and Nevada and all property-related costs have been expensed. In the year ended
June 30, 2001 the Company wrote down its $1,000,800 investment in Cactus Gold
Corp. (a privately held company conducting exploration programs in Nevada). An
option granted to an unaffiliated corporation to acquire the Company's interest
in and to the California Mine Crown Grants situated in the Kootenay Land
District has lapsed. All funds invested by the Company are lost when no economic
mineralization is found in an area and the concession is abandoned.
The Company owns a 25% interest in five mineral claims in the
Mackenzie Mining District of the Northwest Territories. This interest is carried
at a nominal value and the property is now abandoned.
REAL PROPERTY
The Company's executive offices are located in Vancouver. The office
space is provided to the Company under a Management Services Agreement dated
July 18, 2002 (the "Management Agreement") between the Company and First Fiscal
Management Ltd., a privately held corporation ("FFM"). FFM is controlled by
Michael Cytrynbaum. Mr. Cytrynbaum is one of the Company's Directors and its
Chief Executive Officer. The Company believes that its current facilities are
adequate for the Company's current operating level and presently foreseeable
growth. Under the terms of the Management Agreement, the Company pays FFM
approximately $10,000 per month. Effective March 1, 2003, in order to assist
Central Minera in managing cash flow constraints, FFM voluntarily agreed to
accept one-half of the monthly fee payable pursuant to the Management Agreement,
as a temporary reduction for an indefinite period of time. The Management
Agreement may be terminated by FFM on 60 days notice and by the Company on not
less than 6 months notice. The Company believes that the terms of the Management
Agreement are as favorable as those that could be obtained from an unaffiliated
third party. PLEASE REFER TO "ITEM 7 - RELATED PARTY TRANSACTIONS."
EQUIPMENT
The Company does not own and/or lease any office equipment consisting
of computers, photocopiers and other office equipment. All of its office
equipment needs are provided under the terms of the Management Agreement.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
This discussion should be read in conjunction with the audited
financial statements of the Company and related notes thereto included herein.
-9-
A. GENERAL.
The Company is involved in the exploration for and, if warranted, the
development of precious metal properties.
B. OPERATING RESULTS.
YEAR ENDED JUNE 30, 2003 COMPARED TO THE YEAR ENDED JUNE 30, 2002
During the year ended June 30, 2003 ("Fiscal 2003"), the Company incurred a loss
of $185,888 compared with a loss of $202,622 for the year ended June 30, 2002
("Fiscal 2002"). This operating loss was partially offset by a one time only
payment in settlement of the lawsuit against former management. PLEASE REFER TO
"ITEM 8.A. - SUIT AGAINST FORMER OFFICERS AND DIRECTORS". The company incurred
administrative expenses of $301,313 in Fiscal 2003 as compared to $234,565 in
Fiscal 2002. Significant variances include: (i) an increase of $66,814 in
consulting fees due to the inclusion of office space in the Management Agreement
and offset by a decrease in rent of $59,950; (ii) an increase in travel and
promotion of $20,373; (iii) and reduction of accounting and audit fees of
$15,704; and (iv) and increase in legal expenses of $53,916.
YEAR ENDED JUNE 30, 2002 COMPARED TO THE YEAR ENDED JUNE 30, 2001
During the year ended June 30, 2002 ("Fiscal 2002"), the Company incurred a loss
of $202,622, as compared to a loss of $850,000 for the year ended June 30, 2001
("Fiscal 2001"). The difference is substantially attributable to (i) cash
received from a trustee of $310,000, which was recovered from allowance for the
class action lawsuit; as well as (ii) the write-down of the investment in Cactus
Mining Corp. of $1,000,800 in Fiscal 2001. The Company incurred administrative
expenses of $234,565 in Fiscal 2002 as compared to $232,834 in Fiscal 2001.
YEAR ENDED JUNE 30, 2001 COMPARED TO THE YEAR ENDED JUNE 30, 2000
During Fiscal 2001, the Company incurred a loss of $850,000, as
compared to a loss of $1,114,000 for the year ended June 30, 2000 ("Fiscal
2000"). The loss in Fiscal 2001 was net of (i) cash received from a trustee of
$310,000, which was the amount previously established as an allowance for the
class action lawsuit and (ii) the write-down of the investment in Cactus Gold
Corp. of $1,000,800.
In connection with the Company's lawsuit against former management, in
Fiscal 2000 the Company obtained an order to have paid in to a court account
$264,000 paid out to former management upon their resignation. The Company also
wrote-down its $582,000 investment in its Mexican mineral properties. Operating
(administrative) costs before depreciation (and inclusive of accounting, legal
and consulting fees) decreased to $218,000 for Fiscal 2001, from $280,000 in
Fiscal 2000.
-10-
C. LIQUIDITY AND CAPITAL RESOURCES.
WORKING CAPITAL
On June 30, 2003 the Company had a working capital of $71,000 as
compared to a working capital of 101,000 at June 30, 2002. As none of the
Company's mineral properties have advanced to the commercial production stage
and it has no history of earnings or cash flow from operations, the Company
relies on the sale of its equity shares for its source of funds. The Company
completed a convertible debenture issue of U.S. $300,000 on July 18, 2002. On
May 30, 2003, the Company completed a private placement of $96,611, of which
$21,611 settled an existing debt. Cumulatively, from the Company's inception, it
has raised $25,713,468 through the sale of its securities.
The Company's major use of funds has been in connection with its
operations and mineral property expenditures. In order to reduce operational and
mineral property expenditures, the Company has reduced staff, and sold its major
properties. The Company anticipates that it will continue to have losses from
operations until it can advance its properties to the commercial production
stage.
During the past four years, the Company has reduced its operating costs
to approximately $250,000 per annum. The Company has no material commitments for
capital expenditure in the current fiscal year. The Company, in its opinion, may
not have sufficient working capital for the Company's present requirements. If
necessary, the Company would seek to obtain additional working capital by way of
private placement of equity shares and/or by borrowing requisite funds from
shareholders. The Company has no agreements with any third party to provide such
financing and no assurance can be given that such financing will be available if
needed.
PROPERTY ACQUISITIONS AND DIVESTURES
The Company has limited financial resources and there is no assurance
that additional funding will be available to allow the Company to complete
sufficient work on any of its properties to determine the existence of gold
reserves or, if warranted, to establish the feasibility of production from such
reserves. Failure to obtain additional financing could result in delay or
indefinite postponement of further exploration and development with the possible
loss of properties.
RECENT FINANCINGS
The Company completed a convertible debenture issue of U.S. $300,000 on
July 18, 2002. Related parties subscribed $250,000 for the debentures. The
debentures converted to Units of the Company on July 31, 2003 in the ratio of
one unit for each $0.10 (3,000,000 units). The Units consist of one Variable
Multiple Voting share and one non-transferable share purchase warrant to acquire
one Subordinate Voting share at $0.10 per share. PLEASE REFER TO ITEM 10 -
ADDITIONAL INFORMATION A. SHARE CAPITAL.
-11-
A private placement of 966,114 Units at a price of $0.10 per Unit for
gross proceeds of $96,611.49 was completed on June 5, 2003. Each Unit consists
of one Subordinate Voting share in the capital of Central Minera and one warrant
entitling the holder to acquire one additional Subordinate Voting share at a
price of $0.10 per Subordinate Voting share until June 5, 2005. 750,000 of the
Units were paid for in cash and 216,114 Units were issued as consideration for
settlement of an existing demand liability.
D. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.
Not applicable.
E. TREND INFORMATION.
MARKET RISK SENSITIVE INSTRUMENTS
The Company does not hold any market risk sensitive instruments other than
75,000 shares of Pinewood Resources Ltd., a British Columbia corporation, and
25,000 shares of Island Arc Mining Corp. which have a market value at June 30,
2003 of $13,925. Given the limited impact of foreign currency fluctuations, the
Company does not hedge its foreign currency net investments with currency
borrowings or other hedging instruments.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. DIRECTORS AND SENIOR MANAGEMENT.
The following table provides the full name of the Directors of the
Company:
Name and place of residence Age Director since
- --------------------------- --- --------------
Michael Cytrynbaum 62 July 18, 2002
Montreal, Quebec
Murray F. Kosick 53 May 5, 1999
Victoria, B.C.
Reinhard Siegrist 56 December 16, 1997
Wettswil, Switzerland
Mr. Michael Cytrynbaum is President of First Fiscal Management Ltd. a
private company involved in financial reorganizations, financial and real estate
workouts and consulting, and start up companies. Mr. Cytrynbaum also serves as
chairman of two publicly traded companies, Look Communications Inc., a Canadian
broadcast and internet services provider, and Ignition Point Technologies Corp.
a Vancouver based broadband technology company and is a Director of two junior
resources companies, Callinan Mines Limited and Central Minera Corp. as well as
being a Director of Peer 1 Network Enterprises, Inc., a
-12-
provider of high performance internet bandwidth. Mr. Cytrynbaum has been a
Director of Central Minera Corp. since July 18, 2002.
Dr. Murray Kosick has been an associate in a private dental practice
for the past four years. Dr. Kosick sold his private dentist practice thirteen
years ago and returned to dentistry from retirement four years ago. Dr. Kosick
has been a Director of Central Minera Corp. since May 5, 1999.
Mr. Reinhard Siegrist is a Certified Accountant of Switzerland. Mr.
Siegrist was a former Director of Aton Asset Management, Zurich and is currently
an independent investor and financial advisor. Mr. Siegrist has been a Director
of Central Minera Corp. since December 16, 1997.
B. COMPENSATION.
No executive Officer of the Company was paid more than $40,000 in
compensation during the financial year. The following table provides a summary
of the compensation earned by Michael Cytrynbaum during the financial year ended
June 30, 2003 and by the former president, Ms. Anne Eilers during the financial
years ended June 30, 2002, June 30, 2001 and June 30, 2000:
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------ --------------------------
NAME AND OTHER ANNUAL SECURITIES UNDER OPTIONS
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION GRANTED(#)
- ------------------ ---- ------ ----- ------------ ------------------------
Michael Cytrynbaum (3) 2003 Nil Nil $94,000(4) 500,000
Anne C. Eilers(1) 2002 US$35,754(2) $Nil $Nil 0
President and CEO
2001 US$59,769(2) Nil $Nil 425,000
2000(1) US$53,974(2) Nil $Nil 375,000
(1) From May 5, 1999 to March 13, 2000 Ms. Eilers was Secretary of the Company.
On March 13, 2000 she was appointed President of the Company. Ms. Eilers
resigned as President on July 18, 2002.
(2) The amounts shown were paid to Ms. Eilers, A.C. Eilers & Associates
Management Corp. and Buzz Communications Inc., both companies controlled by
Anne C. Eilers.
(3) Michael Cytrynbaum was appointed President of the Company on July 18, 2002.
(4) The amount shown was paid to First Fiscal Management Ltd.
In addition, Michael Cytrynbaum was granted an option to acquire up to 500,000
shares at a price of $0.20 per share. PLEASE REFER TO "STOCK OPTION PLAN" BELOW.
STOCK OPTION PLAN
At the annual meeting held in December 1996 the shareholders of the
Company approved the adoption of a Stock Option Plan designed to enable the
Company to attract, retain and motivate qualified employees. Certain amendments
to the Plan were approved by our shareholders in December 1999. As amended, the
Plan allows us to grant options to present and former Directors, Officers,
employees, consultants and advisors. The Plan is administered by our Board of
Directors which is authorized to decide to whom options may be granted, the
number of options granted to any person, the exercise price, which may not be
-13-
less than $0.15 per share, the term (which may not be longer than 10 years from
the date of grant) and any restrictions upon exercise. A maximum of 3,000,000
Subordinate Voting shares may be made subject to options under the Plan. There
are currently 1,925,000 outstanding options, all exercisable at US$0.20 per
Subordinate Voting share. 600,000 of the outstanding options expire on December
31, 2003 and the remaining 1,325,000 expire on or before December 31, 2005.
These 1,325,000 outstanding options are held by our Directors and senior
Officers. No options were exercised in the financial year ended June 30, 2003.
On October 7, 2002 the Board of Directors approved the grant of an
option to Mr. Cytrynbaum to purchase up to 500,000 shares at a price of US$0.20
and also approved (a) the extension from December 3, 2003 to December 31, 2005
of the expiry date on an aggregate of 200,000 options previously granted to
Murray Kosick and Reinhard Siegrist and (b) the grant to each of them of new
options to purchase 150,000 shares at a price of US$0.20 each expiring on
December 31, 2005. In addition, options to purchase an aggregate of 75,000
shares at a price of US$0.20 and expiring on December 31, 2005 were granted to
certain Officers and employees.
On April 1, 2003 options to purchase up to 850,000 Subordinate Voting
shares at $0.20 per share were granted to certain Officers and consultants.
600,000 of these outstanding options expire on December 31, 2003 and the
remaining 250,000 expire on December 31, 2005.
The following table sets forth certain information regarding the
outstanding options at June 30, 2003:
SUBORDINATE VOTING
SHARES VALUE OF UNEXERCISED
UNDER OPTION IN THE MONEY OPTIONS AT
JUNE 30, 2003 EXERCISE EXPIRATION JUNE 30, 2003
HOLDERS EXERCISABLE/UNEXERCISABLE PRICE DATE EXERCISABLE/UNEXERCISABLE
- ------- ------------------------- -------- ---------- -------------------------
MICHAEL CYTRYNBAUM 500,000 $0.20 12/31/05 Nil
REINHARD SIEGRIST 250,000 $0.20 12/31/05 Nil
CARLO CIVELLI 250,000 $0.20 12/31/05 Nil
BARBARA WEST 25,000 $0.20 12/31/05 Nil
JOAN JAMIESON 50,000 $0.20 12/31/05 Nil
MURRAY KOSICK 250,000 $0.20 12/31/05 Nil
ANNE EILERS 300,000 $0.20 12/31/03 Nil
GORDON ELLIS 300,000 $0.20 12/31/03 Nil
Other than compensation paid as disclosed above under the heading
"Related Party Transactions", none of the Directors of the Company have received
any cash compensation, directly or indirectly, for their services rendered
during the most recently completed financial year of the Company. Other than the
Plan, the Company does not have any non-cash compensation plans for its
Directors and it does not propose to pay or distribute any non-cash compensation
during the current fiscal year. PLEASE REFER TO "ITEM 7. - RELATED PARTY
TRANSACTIONS."
C. BOARD PRACTICES.
-14-
Each Director is elected for a one year term and until his successor
has been duly elected. The current Directors were elected Directors at the
Company's last annual general meeting of shareholders held in Vancouver, British
Columbia, Canada. The Company's audit committee consists of all of the Company's
Directors. The Company does not have a separate remuneration committee.
D. EMPLOYEES.
At the end of the year ended June 30, 2003, the Company had one
part-time employee.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. MAJOR SHAREHOLDERS.
As far as is known, the Company is not directly or indirectly owned or
controlled by any corporation or by any foreign government. The following table
sets forth certain information, as at October 31, 2003, concerning (i) persons
and companies that own of record or are known by the Company to own
beneficially, directly or indirectly, more than 5% of the outstanding shares and
(ii) beneficial ownership by the Company's Directors and members of its
administrative, supervisory or management bodies, of outstanding shares:
NUMBER OF SHARES BENEFICIALLY OR
NAME AND ADDRESS OF SHAREHOLDER DIRECTLY OWNED PERCENTAGE OF CLASS
- ------------------------------- -------------------------------- -------------------
Carlo Civelli 794,114 Subordinate Voting shares 3.6%
2,250,000 Variable Multiple Voting 75.0%
shares(1)
Philgold Investments Inc. 2,000,000 Subordinate Voting shares 9.0%
Michael Cytrynbaum 1,004,590 Subordinate Voting shares(2) 4.5%
Dr. Murray F. Kosick 809,001 Subordinate Voting shares(3) 3.6%
250,000 Variable Multiple Voting shares 8.3%
Reinhard Siegrist 650,000 Subordinate Voting shares(4) 2.9%
Officers and Directors as a Group 3,257,705 Subordinate Voting shares 14.7%
(4 people) 2,500,000 Variable Multiple Voting 83.3%
shares(5)
1. Includes 250,000 options to acquire Subordinate Voting shares (see ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES - Stock Option Plan). Does not
include 250,000 warrants to purchase 250,000 Subordinate Voting shares
exercisable at $0.10 expiring on June 5, 2005. Does not include 216,114 warrants
to purchase 216,114 Subordinate Voting shares exercisable at $0.10 expiring on
June 5, 2005 held by Clarion Finanz A.G. nor 500,000 warrants to purchase
500,000 Subordinate Voting shares exercisable at $0.10 expiring on July 31, 2004
also held by Clarion Finanz A.G. Does not include 1,750,000 warrants to purchase
1,750,000 Subordinate Voting shares exercisable at $0.10 expiring on July 31,
2004 held by Acacia Management Ltd.
2. Mr. Cytrynbaum exercises voting control or direction over these shares
pursuant to an agreement dated as of July 18, 2002, but in respect of which he
disclaims any beneficial interest. Includes 500,000 options to acquire
Subordinate Voting shares (see ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND
EMPLOYEES - Stock Option Plan).
-15-
3. Includes 250,000 options to acquire Subordinate Voting shares (see ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES - Stock Option Plan). Does not
include 100,000 warrants to purchase 100,000 Subordinate Voting shares
exercisable at $0.10 expiring on June 4, 2005 or 250,000 warrants to purchase
250,000 Subordinate Voting shares exercisable at $0.10 expiring on July 31,
2004.
4. Includes 250,000 options to acquire Subordinate Voting shares (see ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES - Stock Option Plan), and 300,000
warrants to acquire 150,000 Subordinate Voting shares at $0.10 per share,
expiring on November 30, 2003, and 400,000 warrants to acquire 400,000
Subordinate Voting shares at $0.10 per share, expiring on June 5, 2005 held by
Mr. Siegrist.
5. The Directors and Officers as a group control or direct 52.4% of the total
voting rights of the shares of the Company.
OPTIONS TO PURCHASE SECURITIES FROM THE COMPANY OR SUBSIDIARIES
Please refer to "ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES"
for a detailed discussion of the Company's Stock Option Plan and outstanding
options.
SHARE PURCHASE WARRANTS
On May 16, 2003, the directors of the Company passed a resolution to
reduce the exercise price of outstanding warrants previously issued and
contemplated to be issued under the terms of the convertible debenture. It was
determined that the exercise price of the warrants were no longer competitive.
The directors believe that it was in the best interests of the Company to reduce
the exercise price of such warrants to encourage investors to exercise the
warrant.
As at June 30, 2003 there were 6,969,454, share purchase warrants
issued and outstanding. 6,003,340 warrants expire on November 30, 2003 and the
remaining 966,114 expire on June 5, 2005. The 6,003,340 outstanding warrants
expiring on November 30, 2003 were repriced on June 2, 2003. Of the outstanding
warrants, 3,000,000 are exchangeable at two warrants per Subordinate Voting
share at $0.10 (formerly $0.15), 3,003,340 are exchangeable at two warrants per
Subordinate Voting share at $0.10 (formerly $0.30) and 966,114 are exchangeable
at one warrant per Subordinate Voting share at $0.10. On July 31, 2003 3,000,000
share purchase warrants to acquire 3,000,000 Subordinate Voting shares at $0.10
per share were issued under the terms of the convertible debenture.
On November 7, 2003, the directors of the Company resolved to extend
the expiry date of 6,003,340 share purchase warrants from November 30, 2003 to
May 30, 2004.
The following table indicates the approximate number of record holders
of shares as at November 14, 2003, the number of record holders of shares with
United States addresses and the portion and percentage of shares so held in the
United States. On such date, 25,163,682 Subordinate Voting shares in the capital
of the Company and 3,000,000 Variable Multiple Voting shares were outstanding.
TOTAL NUMBER OF
NUMBER OF REGISTERED NUMBER OF PERCENTAGE OF SHARES
HOLDERS U.S. HOLDERS SHARES HELD IN THE U.S. HELD IN THE U.S.
- ----------- ------------ ----------------------- --------------------
646 514 10,474,503 42%
Depositories, brokerage firms and financial institutions hold a
substantial number of Subordinate Voting shares in "street names." The
computation of the number and percentage
-16-
of Subordinate Voting shares held in the United States is based upon the number
of Subordinate Voting shares held of record by holders with United States
addresses. United States residents may beneficially own Subordinate Voting
shares held of record by non-United States residents.
B. RELATED PARTY TRANSACTIONS.
During the years ended June 30, 2003, 2002, 2001, and 2000 the Company
paid consulting or administration fees to the following Directors or Officers:
NAME 2003 2002 2001 2000
---- -------- ---------- ----------- -----------
A.C. Eilers & Associates(1) $ 7,677 $ 15,938 $ 15,000
Buzz Communications Inc.(1) 15,995 43,831 57,100
First Fiscal Management Ltd.(2) $94,390 -- -- --
1. A company controlled by Anne Eilers.
2. A company controlled by Michael Cytrynbaum.
During the period from July 1, 2002 to the date hereof, none of the
Directors, Officers, of the Company or their respective associates have been
indebted to the Company. Please also refer to ITEM 6. above.
ITEM 8. FINANCIAL INFORMATION
A. STATEMENTS AND OTHER FINANCIAL INFORMATION.
See Item 17 for the Company's Financial Statements.
SUIT AGAINST FORMER OFFICERS AND DIRECTORS
On May 19, 1999, the Company filed a motion against former Officers of
the Company, Messrs. Lavarack and Manning, respectively, to recover $264,000.
The $264,000 was paid to Messrs. Lavarack and Manning by the Company, by these
two previous Officers to themselves or their holding companies on April 30,
1999, the date of their respective resignation. On May 19, 2000, the Company
obtained an ex parte Order requiring Messrs. Lavarack and Manning to pay these
sums into a Court account (and/or lawyer's trust account) pending resolution of
the action. Funds have either been paid into Court or are held in lawyer's
trusts accounts. A settlement was reached between all parties on December 19,
2002. The Agreement and Mutual Release dated December 8, 2002 is attached as
Exhibit 2. Please refer to "ITEM 19. EXHIBITS".
In December, 2002 a Writ of Summons was filed against the Company by a
former Director claiming costs for legal representation. This matter was settled
out of court and the Company settled the claim with payment of $50,000.
Other than the foregoing, the Company knows of no contemplated or
pending legal or arbitration proceedings including those relating to bankruptcy,
governmental receivership or similar proceeding and those involving any third
party against it, nor is the Company involved as a plaintiff in any material
pending litigation.
-17-
The Company knows of no pending proceedings to which any current
Director, member of senior management, or affiliate is either a party adverse to
the Company or its subsidiaries or has a material interest adverse to the
Company or its subsidiaries.
To the best of the Company's Managements' knowledge, the Company has
not since the date of its incorporation, declared or paid any dividends, nor
does it intend to declare any dividends for the foreseeable future.
B. SIGNIFICANT CHANGES.
The shareholders of the Company approved by special resolution a change
to the articles of the Company at the annual general meeting held on December
17, 2002. The Articles of the Company were amended to create a class of
3,000,000 Multiple Variable Voting Shares and to redesignate the existing Common
shares as Subordinate Voting shares without any change in their rights. Please
refer to "ITEM 19. EXHIBITS".
Subsequent to June 30, 2003, the Company issued 3,000,000 Multiple
Variable Voting Shares as required under the terms of the convertible debenture.
The debentures were converted into units of the Company on July 31, 2003 in the
ratio of one unit for each US $0.10 (3,000,000 units). Please refer to "ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS - RECENT FINANCINGS".
ITEM 9. THE OFFER AND LISTING
A. OFFER AND LISTING DETAILS/MARKETS.
The Common Shares (now Subordinate Voting shares) were listed on the
Vancouver Stock Exchange (the "VSE") on June 22, 1992. The Company commenced its
present business at that time. At the Company's request, the Company's shares
were delisted from the VSE on August 23, 1996.
On May 1, 1995, the Company was listed on the NASDAQ Stock Market
Inc.'s Small Cap Market ("NASDAQ-SCM") under the symbol DELGF. At the close of
business on May 29, 1997, the Company was delisted from the NASDAQ-SCM. On May
30, 1997, the Company's shares commenced trading on the Over the Counter Market
- - Pink Sheets (the "Pink Sheets") under the symbol DGRTF. The Company currently
trades under the symbol CENMF.
The following table sets forth the reported high and low prices and
trading volume of the outstanding shares on the Pink Sheets for the period
indicated.
-18-
HIGH LOW VOLUME
---- --- ------
FISCAL YEAR ENDED JUNE 30, 2003 $ 0.35 $ 0.06 0
FOURTH QUARTER $ 0.35 $ 0.06 0
THIRD QUARTER $ 0.12 $ 0.08 0
SECOND QUARTER $ 0.25 $ 0.10 0
FIRST QUARTER $ 0.16 $ 0.05 0
FISCAL YEAR ENDED JUNE 30, 2002 $ 0.17 $ 0.08 0
FOURTH QUARTER $ 0.17 $ 0.08 0
THIRD QUARTER $ 0.16 $ 0.10 0
SECOND QUARTER $ 0.17 $ 0.10 0
FIRST QUARTER $ 0.15 $ 0.08 0
FISCAL YEAR ENDED JUNE 30, 2001 $ 0.55 $ 0.0625
FOURTH QUARTER $ 0.25 $ 0.10 813,700
THIRD QUARTER $ 0.50 $ 0.18 1,559,000
SECOND QUARTER $ 0.55 $ 0.15 732,800
FIRST QUARTER $ 0.25 $ 0.0625 133,500
FISCAL YEAR ENDED JUNE 30, 2000 $ 0.875 $ 0.05
FISCAL YEAR ENDED JUNE 30, 1999 $ 0.5625 $ 0.0500
The following table sets forth the high and low market prices for each
month during the most recent six months:
HIGH LOW
---- ---
OCTOBER 2003 $0.16 $0.12
SEPTEMBER 2003 $0.16 $0.13
AUGUST 2003 $0.16 $0.16
JULY 2003 $0.28 $0.18
JUNE 2003 $0.35 $0.07
MAY 2003 $0.10 $0.07
B. PLAN OF DISTRIBUTION.
Not applicable to Form 20-F filed as an Annual Report.
-19-
C. SELLING SHAREHOLDERS.
Not applicable to Form 20-F filed as an Annual Report.
D. DILUTION.
Not applicable to Form 20-F filed as an Annual Report.
E. EXPENSES OF THE ISSUE.
Not applicable to Form 20-F filed as an Annual Report.
ITEM 10. ADDITIONAL INFORMATION
A. SHARE CAPITAL.
Not applicable to Form 20-F filed as an Annual Report.
B. MEMORANDUM AND ARTICLES OF ASSOCIATION.
The Company's Certificate of Incorporation, Memorandum of Association,
and Article of Incorporation, which were included as Exhibits 1.1, to the
Company's Registration Statement on Form 20-F, file number 0-24570, filed for
September 30, 1994; Certificate of Change of Name, and Certificate of
Continuance of Central Minera Corp. to the Yukon Territories, and Amendment to
the By-Laws of the Company which were included as Exhibits to the Company Annual
Report on Form 20-F, file number 0-24570, filed for June 30, 1999; and the
Company's Certificate of Amendment of the Articles which was included in the
Company's 6K filing made on February 28, 2003, file number 000-24570; are hereby
incorporated by reference.
1. The Company was incorporated under the Company Act of the Province of
British Columbia on February 14,1984, number 274269, as Delgratia
Developments Ltd. On April 18, 1995, the Company's name was changed
to Delgratia Mining Corporation On February 1, 1999, the Company's
name was changed to Central Minera Corp. and the jurisdiction was
transferred and continued under the Business Corporations Act of the
Yukon Territories of Canada. With respect to the Company's objects
and purposes they are unrestricted except as defined by the laws of
Canada, and the direction of the Shareholders by way of the Board of
Directors annually elected.
2. With respect to Directors:
a. A Director's power to vote on a proposal, arrangement or contract
in which the Director is materially interested is limited by Part
15. Under this Part, a Company's Director cannot vote in respect
of any contract or transaction with the Company in which he is
interested.
b. Under Part 15, a quorum of Directors must be in place to vote
compensation to themselves or any member of their body.
-20-
c. Under Part 8, the Directors may from time to time on behalf of the
Company borrow money in such a manner and amount, on such
security, form such sources and upon such terms and conditions as
they think fit.
d. Under Part 13, at each annual shareholders meeting, the Directors
shall retire, and a new Board of Directors voted in by the
members. The number of annual terms, the age of the Director are
both unrestricted.
3. The Company currently has two classes of shares. The rights,
privileges, conditions and restriction attached to the Variable
Multiple Voting shares and the Subordinate Voting shares are as
follows:
i. General. Except as otherwise expressly provided herein, each
Variable Multiple Voting Share and each Subordinate Voting Share
shall have the same rights with respect to dividends, return of
capital or other distribution of the assets of the Corporation
upon a liquidation or dissolution or other distribution of assets
among its shareholders for the purpose of winding up its affairs,
whether voluntary or involuntary and with respect to attendance at
meetings of shareholders, as if such shares constituted a single
class.
ii. Meetings and Voting.
(a) The holders of the Variable Multiple Voting Shares and the holders
of the Subordinate Voting Shares shall be entitled to receive notice
of any meeting of shareholders of the Corporation and to attend and
vote thereat as a single class on all matters to be voted on by the
shareholders of the Corporation. At any such meeting:
(i) the number of votes attached to each Variable Multiple
Voting Share will be determined by the formula:
B x 0.55
--------
A x 0.45
where B is the number of issued Subordinate Voting
Shares and A is the number of issued Variable
Multiple Voting Shares; and
(ii) each Subordinate Voting Share will be entitled to one vote
per share.
(b) Paragraph (a) (i) does not apply to a meeting where only the
holders of shares of one class are entitled to vote separately
pursuant to any provision of the Yukon Business Corporations Act or
otherwise.
iii. Exchange of Variable Multiple Voting Shares into Subordinate
Voting Shares.
(a) Each outstanding Variable Multiple Voting Share may at any time be
exchanged, at the option of the holder exercised by notice in writing
to the Corporation signed by the holder and accompanied by a
certificate or certificates representing the Variable Multiple Voting
Shares in respect of which the holder desires to exercise such right
of exchange, into one Subordinate Voting Share.
(b) Upon receipt of the notice and certificate or certificates, the
Corporation shall, effective as of the date of such receipt, issue or
cause to be issued a certificate or certificates representing the
number of Subordinate Voting Shares issuable upon conversion. If less
than all of the shares represented by a certificate in respect of
which the holder has given the notice referred to in paragraph (a) are
to be exchanged, the holder shall be entitled to receive a new
certificate representing the Variable Multiple Voting Shares
represented by the original certificate that are not to be exchanged.
(c) Upon the number of outstanding Variable Multiple Voting Shares
falling below 1,500,000, all Variable Multiple Voting Shares then
outstanding will be
-21-
deemed to have been exchanged on the same basis for Subordinate Voting
Shares without further action on the part of the holder.
iv. Subdivision or consolidation. If at any time the Variable Multiple
Voting Shares or the Subordinate Voting Shares are at any time
subdivided, consolidated or otherwise reclassified or exchanged for
the shares of another class, except as a result of the exercise of
the right of exchange provided for in paragraph 3, the rights
privileges and restrictions attached to the shares of the other
class shall be amended at the same time so as to preserve the rights
conferred hereby on each class in relation to the other class.
v. Transfer of Variable Multiple Voting Shares restricted. No Variable
Multiple Voting Share shall be transferred except with the prior
approval of a resolution of the directors of the Corporation. The
directors may in their absolute discretion refuse to approve of any
proposed transfer and shall not be required to given any reason for
such refusal.
Common rights, preferences and restrictions are as follows:
a. Part 20 gives the Directors the right to declare dividends.
Under Part 23, the Directors fix in advance a date restricted by
the Company Act, which is deemed to be the Record Date. All
holders of shares on that date, are entitled to receive the
Dividend.
b. The Articles do not allow for Directors to stand for re-election
at staggered intervals.
c. The Articles are silent with respect to how dividends are
determined by the Directors. As indicated in Part 20, Directors
may take into consideration the amount of profits realized in
determining dividend size.
d. Part 20 gives the Directors the right to distribution of surplus
in regards to liquidation of corporate assets.
e. There are no redemption provision with respect to the Company's
stock, however, Part 7 gives the Directors the right to redeem
some but not all of the shares. The Company though could not
vote these shares.
f. Part 15 gives the Directors the right to borrow, it also gives
the Directors the right to establish sinking fund provisions, if
they either feel that this is necessary, or if it is part of the
lending agreement.
g. Part 3 gives the Directors the right to issue new shares.
h. Part 3 states that, if a reporting company, the Directors can
instruct the Company to issue up to 25% shares, before getting
shareholder approval.
4. Under Part 6, only the members or shareholders can vote to alter
their rights. With a public Company this would also have to be
approved by the B.C. Securities Commission.
5. Annual General Meetings must take place within 6 months of the fiscal
year end or 13 months of the previous Annual General Meeting. With
respect to Annual General Meetings and Extraordinary General
Meetings, the meeting date must be published approximately two months
before the meeting date. The Record Date is approximately 1.5 months
before Meeting Date. All registered shareholders and proxy holders
are allowed to attend. Other attendance is restricted by the Company.
6. There are no limitations on rights to own securities, including the
rights of non-resident or foreign shareholders to hold or exercise
voting right on the securities imposed by the Company's Articles.
-22-
7. There are no provisions in the Company's Articles which would have an
effect of delaying, deferring or preventing a change in control of
the Company and that would operate only with respect to a merger,
acquisition or corporate restructuring involving the Company.
8. There are no provisions in the Company's Articles, stipulating
ownership thresholds above which shareholder ownership must be
disclosed.
B. LEGAL LIMITATIONS.
There is no limitation imposed by Canadian law or by the constituent
documents of the Company on the right of a non-resident to hold or vote the
Subordinate Voting shares and the Variable Multiple Voting shares (the "Voting
Shares"), other than are provided in the Investment Canada Act (Canada) (the
"Investment Act"), as amended by the World Trade Organization Agreement
Implementation Act (the "WTOA Act"). The Investment Act generally prohibits
implementation of a re-viewable investment by an individual, government, or
agency thereof, corporation, partnership, trust or joint venture that is not a
"Canadian", as defined in the Investment Act (a "non-Canadian"), unless, after
review, the minister responsible for the Investment Act is satisfied that the
investment is likely to be of net benefit to Canada. An investment in the Voting
Shares of the Company by a non-Canadian (other than a "WTO Investor", as defined
below) would be re-viewable under the Investment Act if it were an investment to
acquire control of the Company and the Company was not, immediately prior to the
implementation of the investment, controlled by a WTO Investor, and the value of
the assets of the Company were $5.0 million or more. An investment in Voting
Shares of the Company by a WTO Investor would be re-viewable under the
Investment Act if it were an investment to acquire direct control of the
Company, and the value of the assets of the Company equaled or exceeded $179
million (threshold amount for 1998). A non-Canadian, whether a WTO Investor or
otherwise, would acquire control of the Company for purposes of the Investment
Act if he or she acquired a majority of the Voting Shares of the Company. The
acquisition of less than a majority, but at least one-third of the Voting Shares
of the Company, would be presumed to be an acquisition of control of the
Company, unless it could be established that the Company was not controlled in
fact by the acquirer through the ownership of the Voting Shares. In general, an
individual is a WTO Investor if he or she is a "national" of a country (other
than Canada) that is a member of the World Trade Organization ("WTO Member") or
has a right of permanent residence in a WTO Member other than Canada. A
corporation or other entity will be a WTO Investor if it is a "WTO
Investor-controlled entity" pursuant to detailed rules set out in the Investment
Act. The United States is a WTO Member.
Certain transactions involving Voting Shares of the Company would be
exempt from the Investment Act, including: (a) an acquisition of Voting Shares
of the Company if the acquisition were made in connection with the person's
business as a trader or dealer in securities: (b) an acquisition or control of
the Company in connection with the realization of a security interest granted
for a loan or other financial assistance and not for the purpose related to the
provisions of the Investment Act: and (c) an acquisition of control of the
Company by reason of an amalgamation, merger, consolidation or corporate
reorganization, following which the ultimate direct or indirect control in fact
of the Company, through the ownership of voting interests, remains unchanged.
-23-
C. PROPOSED CHANGES TO SHAREHOLDER RIGHTS.
Please refer to "PART II. ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS
OF SECURITY HOLDERS AND USE OF PROCEEDS."
D. MATERIAL CONTRACTS.
NONE
E. EXCHANGE CONTROLS.
There is no law or governmental decree or regulation in Canada that
restricts the export or import of capital, including the availability of cash
and cash equivalents for use by the Company's group, or affects the remittance
of dividends, interest or other payments to a non-resident holder of shares,
other than withholding tax requirements (see "Item 10E - Taxation").
F. TAXATION.
The following is a summary of the principal Canadian federal income tax
considerations generally applicable in respect of the shares. The tax
consequences to any particular holder of shares will vary according to the
status of that holder as an individual, trust, corporation, or member of a
partnership, the jurisdiction in which that holder is subject to taxation, the
place where that holder is resident and, generally, according to that holder's
particular circumstances. This summary is applicable only to holders who are
resident in the United States, have never been resident in Canada, hold their
shares as capital property and will not use or hold the shares in carrying on
business in Canada. The consequences, if any, of state and local taxes are not
considered. Security holders are urged to seek the advice of their own tax
advisors, tax counsel or accountants with respect to the applicability or effect
of these provisions on their own taxes. The Company has not paid dividends on
the shares in any of its last five fiscal years, and has no plans to pay
dividends in the immediate future.
Generally, dividends paid by Canadian corporations to non-resident
shareholders are subject to a withholding tax of 25% of the gross amount of such
dividends. However, Article X of the reciprocal tax treaty between Canada and
the United States reduces the withholding tax to 15% of the gross amount of the
dividends paid to residents of the United States. The withholding tax rate on
the gross amount of dividends is reduced to 5% if the beneficial owner of the
dividend is a U.S. corporation, which owns at least 10% of the voting stock of
the Canadian corporation paying the dividends.
A non-resident who holds shares of the Company as capital property will
not be subject to Canadian tax on capital gains realized on the disposition of
such shares unless such shares are "taxable Canadian property" within the
meaning of the Income Tax Act (Canada) and no relief is afforded under any
applicable tax treaty. The shares of the Company would be taxable Canadian
property of a non-resident if at any time during the five year period
immediately preceding a disposition by the non-resident of such shares not less
than 25% of
-24-
the issued shares of any class of the Company belonged to the non-resident,
persons with whom the non-resident did not deal at arm's length, or to the
non-resident and persons with whom the non-resident did not deal at arm's
length.
This discussion is not intended to be, nor should it be construed to
be, legal or tax advice to any holder or prospective holder of shares and no
opinion or representation with respect to the United States federal income tax
consequences to any such holder or prospective holder is made. Holders and
prospective holders of shares are urged therefore to consult their own tax
advisors with respect to their particular circumstances.
G. DIVIDENDS AND PAYING AGENTS.
Not applicable to Form 20-F used to file an Annual Report.
H. STATEMENT BY EXPERTS.
Not applicable to Form 20-F used to file an Annual Report.
I. DOCUMENTS ON DISPLAY.
The documents concerning the Company which are referred to in this
Report are either annexed hereto as exhibits (See Item 19) or may be inspected
at the principal executive offices of the Company.
We previously have filed with the Securities and Exchange Commission a
Registration Statement on Form 20-F. A copy of the Registration Statement and
subsequently filed annual reports on Form 20-F, including exhibits, may be
reviewed at the Securities and Exchange Commission's public reference room at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
J. SUBSIDIARY INFORMATION.
Not applicable for reports filed in the United States.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required in a Form 20-F filed as an Annual Report by a small
business issuer.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not required in a Form 20-F filed as an annual report.
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
-25-
There have been no defaults dividend arrearages and delinquencies with
respect to the Company's securities.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
AMENDMENT TO ARTICLES
A Certificate of Amendment to the Articles of the Company was filed with the
Registrar of Corporations, Yukon Territory, Canada on January 6, 2003. The
Articles were amended to create a class of 3,000,000 Variable Multiple Voting
shares and to re-designate the existing Common shares as Subordinate Voting
shares without any change in their rights.
BACKGROUND - PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES
On July 18, 2002 the Company completed a private placement of an
aggregate of US$300,000 in principal amount of unsecured convertible
debentures for cash proceeds of US$250,000. The balance of US$50,000
was issued in consideration for the settlement of an existing demand
liability. The debentures mature and will become repayable, with
accrued interest at the rate of 2% per annum, on July 31, 2004. The
debentures are convertible into Units of the Company at the rate of 1
Unit for each US$0.10 in principal amount of the debentures and will be
deemed to have been so converted as at July 31, 2003. If on July 31,
2003 the authorized capital of the Company includes a class of Variable
Multiple Voting shares having the special rights and restrictions
described below, each Unit will consist of (a) one Variable Multiple
Voting share and (b) one non-transferable share purchase warrant,
exercisable at US$0.30 at any time prior to July 31, 2004, to acquire
one Subordinate Voting share (i.e. a Common share). If, on July 31,
2003, the authorized capital of Central Minera does not include
Variable Multiple Voting shares, the debentures will be deemed to have
been converted on that date into Units consisting of (a) 1 Common share
and (b) one non-transferable share purchase warrant, exercisable at
US$0.30 at any time prior to July 31, 2004, to acquire two Common
shares.
AMENDMENT TO THE ARTICLES
The purpose of the amendment to the Articles is to create a class of
Multiple Variable Voting Shares having the rights provided for as part of the
terms attached to the convertible debentures and to re-designate the existing
Common shares as Subordinate Voting shares without any change in their rights.
Under the Yukon Business Corporations Act (the "YBCA") a special resolution
(that is, one voted for by a majority of two-thirds of the votes cast) is
required to make the amendments to the Company's Articles that are necessary to
create a class of Variable Multiple Voting shares with the rights described
above, and to re-designate the existing Common shares as Subordinate Voting
shares. The special resolution was passed at the annual general meeting of the
shareholders of the Company on December 17, 2002.
-26-
The Variable Multiple Voting shares have the following rights:
1. Voting Rights
At any meeting of shareholders, the number of votes attached to each
Variable Multiple Voting share will be determined by the formula:
B x 0.55
--------
A x 0.45
Where B is the number of issued Subordinate Voting shares and A is the
number of issued Variable Multiple Voting shares.
2. Exchange right
Each Variable Multiple Voting share will be exchangeable at any time,
at the option of the holder, into one Subordinate Voting share. Upon the number
of outstanding Variable Multiple Voting shares falling below 1,500,000, all
outstanding Variable Multiple Voting shares will be deemed to have been
exchanged for Subordinate Voting shares.
3. Concurrent capital alterations
If the Variable Multiple Voting shares are subdivided or, the
Subordinate Voting shares will be subdivided or in the same manner and to the
same extent.
4. Restrictions on transfer
The Variable Multiple Voting shares will be transferable only with the
prior approval of a resolution of the Board of Directors of the Corporation.
Upon conversion of the outstanding debentures on July 31, 2003,
3,000,000 Variable Multiple Voting shares were issued. There are 22,163,682
Subordinate Voting shares outstanding. Accordingly, each Variable Multiple
Voting share will be entitled to (22,163,682 x 0.55 = 12190,025) (Divided By)
(3,000,000 x 0.45 = 1,350,000), or 9.03 votes. As a class, therefore, the
Variable Multiple Voting shares will be entitled to cast 27,090,000 votes and
the Subordinate Voting shares will be entitled to cast 22,163,682 votes.
Accordingly, the Variable Multiple Voting shares represent 55% of the eligible
vote.
ITEM 15. CONTROLS AND PROCEDURES
The President of the Company has concluded based on his evaluation as
of a date within 90 days prior to the date of the fling of this Report, that the
Company's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in the reports filed or
submitted by it under the Securities Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and include controls and
procedures designed to ensure that information required to be disclosed by the
Company in such reports is accumulated and communicated to the Company's
management, include the directors, as appropriate to allow timely decision
regarding required disclosure. Since the date of the evaluation through the date
of filing of the Report, there have been no significant changes in the Company's
internal controls and procedures or in other factors that could significantly
affect such controls and procedures.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
-27-
Not required in this Annual Report for the fiscal year ended June 30,
2003.
ITEM 16B. CODE OF ETHICS
Not required in this Annual Report for the fiscal year ended June 30,
2003.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Not required in this Annual Report for the fiscal year ended June 30,
2003.
ITEM 16D. EXEMPTION FROM THE LISTING STANDARDS FOR THE AUDIT COMMITTEE
Not applicable to the Company at this time.
ITEM 17. FINANCIAL STATEMENTS
The financial statements of the Company have been prepared on the
basis of Canadian GAAP. A reconciliation to U.S. GAAP is included therein.
The auditors' report, financial statements and notes thereto,
schedules thereto as required under Item 17 are found immediately below. The
Audit Report of Steele & Co., Chartered Accountants is included herein
immediately preceding the respective financial statements, notes, schedules,
etc.
INDEX TO FINANCIAL STATEMENTS Page
- ----------------------------- ----
Auditors' Report dated September 11, 2003...........................................30
Comments by Auditors for U.S. Readers on Canada-US Reporting Conflict...............30
Balance Sheets dated June 30, 2003 and 2002........................................31
Statement of Operations and Deficit for the years ended
June 30, 2003, 2002 and 2001...................................................32
Statements of Cash Flows for the years ended
June 30, 2003, 2002 and 2001...................................................33
Notes to the Financial Statements for the years ended
June 30, 2003, 2002 and 2001...................................................34
-28-
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JUNE 30, 2003
(EXPRESSED IN U.S. DOLLARS)
(STEELE & CO. LETTERHEAD)
AUDITORS' REPORT
TO THE SHAREHOLDERS OF
CENTRAL MINERA CORP.
We have audited the balance sheets of Central Minera Corp. (a development stage
company) as at June 30, 2003 and 2002 and the statements of operations and
deficit and cash flow for the periods ended June 30, 2003, 2002 and 2001. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with Canadian generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at June 30, 2003 and 2002 and
the results of its operations and changes in its cash resources for the years
ended June 30, 2003, 2002 and 2001 in accordance with Canadian generally
accepted accounting principles consistently applied.
Vancouver, Canada "STEELE & CO."
September 9, 2003 CHARTERED ACCOUNTANTS
COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA-U.S. REPORTING CONFLICT
In the United States, reporting standards for auditors require the addition of
an explanatory paragraph (following the opinion paragraph) when the financial
statements are affected by conditions and events that cast substantial doubt on
the Company's ability to continue as a going concern, such as that described in
Note 1 of these financial statements. Our report to the shareholders dated
September 9, 2003 is expressed in accordance with Canadian reporting standards
which do not permit a reference to such uncertainties in the auditors' report
when the uncertainties are adequately disclosed in the financial statements.
Vancouver, Canada "STEELE & CO."
September 9, 2003 CHARTERED ACCOUNTANTS
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(EXPRESSED IN U.S. DOLLARS)
JUNE 30,
2003 2002
------------ ------------
ASSETS
CURRENT
CASH (NOTE 4) $ 65,569 $ 6,021
FUNDS HELD IN TRUST - 175,000
ACCOUNTS RECEIVABLE 19,143 8,929
MARKETABLE SECURITIES (NOTE 5) 8,513 6,418
------------ ------------
93,225 196,368
CAPITAL (NOTE 6) 2,109 -
MINERAL PROPERTIES AND INTERESTS (NOTE 7) 2 2
------------ ------------
$ 95,336 $ 196,370
============ ============
LIABILITIES
CURRENT
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES $ 24,209 $ 75,290
LOAN PAYABLE - 19,749
------------ ------------
24,209 95,039
------------ ------------
SHARE CAPITAL AND DEFICIT
CONVERTIBLE DEBENTURES (NOTE 8) 300,000 250,000
SHARE CAPITAL (NOTE 9) 41,547,541 41,441,857
DEFICIT (41,776,414) (41,590,526)
------------ ------------
71,127 101,331
------------ ------------
$ 95,336 $ 196,370
============ ============
RELATED PARTY TRANSACTIONS (NOTE 10)
COMMITMENTS (NOTE 11)
APPROVED BY THE DIRECTORS
"Michael Cytrynbaum"
- -------------------------
"Murray Kosick"
- -------------------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS AND DEFICIT
(EXPRESSED IN U.S. DOLLARS)
CUMULATIVE
TO JUNE 30, YEARS ENDED JUNE 30,
2003 2003 2002 2001
----------- ----------- ----------- -----------
ADMINISTRATION EXPENSES
ACCOUNTING AND AUDIT $ 693,355 $ 8,141 $ 23,845 $ 24,771
AMORTIZATION 282,311 372 912 15,194
CONSULTING FEES 1,801,122 107,304 40,490 64,048
LEGAL 1,843,752 129,860 75,944 33,673
OFFICE 927,375 5,912 12,268 14,072
RENT 726,425 153 72,065 65,010
SALARIES AND BENEFITS 291,252 11,854 - -
TRANSFER AGENT AND FILING FEES 161,762 16,345 8,042 11,418
TRAVEL AND PROMOTION 1,215,901 21,372 999 4,648
----------- ----------- ----------- -----------
7,943,255 301,313 234,565 232,834
----------- ----------- ----------- -----------
INTEREST AND OTHER INCOME (1,517,838) (7,249) (30,242) (85,495)
LOSS (GAIN) ON FOREIGN EXCHANGE 43,924 (11,572) (3,213) 4,462
WRITE-DOWN OF INVESTMENT IN PRIVATE COMPANY (NOTE 7) 1,000,799 - - 1,000,799
LOSS (GAIN) ON SALE AND WRITE-DOWN OF MARKETABLE SECURITIES (13,961) 2,079 - 7,222
WRITE-DOWN OF MINERAL PROPERTIES (NOTE 7) 24,724,778 741 - 960
LOSS ON SALE OF CAPITAL ASSETS 11,307 - 1,512 -
SETTLEMENT OF LAWSUITS, NET OF (RECOVERIES) 729,038 (99,424) - (310,538)
LOSS ON SALE OF SUBSIDIARY 8,855,112 - - -
----------- ----------- ----------- -----------
33,833,159 (115,425) (31,943) 617,410
----------- ----------- ----------- -----------
NET LOSS FOR THE PERIOD 41,776,414 185,888 202,622 850,244
DEFICIT BEGINNING OF THE PERIOD - 41,590,526 41,387,904 40,537,660
----------- ----------- ----------- -----------
DEFICIT END OF THE PERIOD $41,776,414 $41,776,414 $41,590,526 $41,387,904
=========== =========== =========== ===========
NET LOSS PER COMMON SHARE $ .01 $ .01 $ .04
=========== =========== ===========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 21,826,240 21,760,068 21,760,068
=========== =========== ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOW
(EXPRESSED IN U.S. DOLLARS)
CUMULATIVE
TO JUNE 30, YEARS ENDED JUNE 30,
2003 2003 2002 2001
------------ --------- --------- -----------
CASH PROVIDED (USED) BY
OPERATING ACTIVITIES
NET LOSS FOR THE PERIOD $(41,776,414) $(185,888) $(202,622) $ (850,244)
ITEMS NOT INVOLVING CASH
AMORTIZATION 282,310 372 912 15,194
LOSS ON SALE OF SUBSIDIARY 8,855,112 - - -
LOSS ON SALE OF CAPITAL ASSETS 11,307 - 1,512 -
WRITE-DOWN OF INVESTMENT IN PRIVATE COMPANY 1,000,799 - - 1,000,799
WRITE-DOWN OF MINERAL PROPERTIES 24,724,777 741 - 960
STOCK COMPENSATION EXPENSE 9,073 9,073 - -
SHARE CONSIDERATION PAYABLE INCLUDED IN
ALLOWANCE FOR SETTLEMENT OF LAWSUITS 375,000 - - -
------------ --------- --------- -----------
(6,518,036) (175,702) (200,198) 166,709
NET CHANGE IN NON-CASH WORKING CAPITAL ITEMS
ACCOUNTS RECEIVABLE (19,143) (10,214) 6,934 7,990
RENT DEPOSIT - - 17,559 -
MARKETABLE SECURITIES (8,513) (2,095) - 162
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 24,209 (51,081) 56,172 (41,842)
------------ --------- --------- -----------
(6,521,483) (239,092) (119,533) 133,019
------------ --------- --------- -----------
FINANCING ACTIVITIES
LOAN AND CONVERTIBLE DEBENTURES PAYABLE 321,611 51,862 269,749 -
FUNDS HELD IN TRUST - 175,000 (175,000) -
SHARES ISSUED FOR CASH 25,391,857 75,000 - 901,002
------------ --------- --------- -----------
25,713,468 301,862 94,749 901,002
------------ --------- --------- -----------
INVESTING ACTIVITIES
MINERAL PROPERTIES (17,311,378) (741) - (957)
INVESTMENT IN PRIVATE COMPANY (1,000,799) - - (1,000,800)
PURCHASE OF CAPITAL ASSETS (814,239) (2,481) - (3,636)
------------ --------- --------- -----------
(19,126,416) (3,222) - (1,005,393)
------------ --------- --------- -----------
CHANGE IN CASH FOR THE PERIOD 65,569 59,548 (24,784) 28,628
CASH BEGINNING OF THE PERIOD - 6,021 30,805 2,177
------------ --------- --------- -----------
CASH END OF THE PERIOD $ 65,569 $ 65,569 $ 6,021 $ 30,805
============ ========= ========= ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003
(EXPRESSED IN U.S. 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 September 9, 2003,
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 therefrom and/or raise equity capital or borrowings sufficient to
meet current and future obligations.
For the years ended June 30, 2003, 2002 and 2001, the Company sustained
operating losses of $185,888, $202,622 and $850,244 respectively.
2. CONTINUING OPERATIONS
The Company is engaged in the acquisition, exploration and development of
mineral properties. At the Company's annual general meeting in December,
2001, 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. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Mineral Properties
The Company accounts for its mineral properties whereby all direct
costs relative to the acquisition are capitalized and all exploration
and development of these properties are expensed until an economic
feasibility study is completed. All pre-production revenue and option
proceeds received are first credited against the costs of the related
property, with any excess credited to earnings. Once commercial
production has commenced, the net costs of the applicable property are
charged to operations using the unit-of-production method based on
reserves. On an ongoing basis, the Company evaluates each property
based on results to date to determine the nature of exploration work
that is warranted in the future. If there is little prospect of future
work being carried out on a property, the costs related to that
property are written down to the estimated amount recoverable.
The Company's mineral properties are in the exploration stage and it
has not yet been determined whether the properties contain ore
reserves that are economically recoverable. The amounts shown for
mineral properties are not intended to reflect present or future
values. The recoverability of the investment in these properties is
dependent upon the existence of economically recoverable reserves,
confirmation of the Company's interest in the mineral properties, the
ability of the Company to finance their development and upon future
profitable production.
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003
(EXPRESSED IN U.S. DOLLARS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
b. Foreign Currency Translation
The Company's operations have been translated into U.S. dollars using
the temporal method. Under this method, monetary assets and
liabilities have been translated at the period end exchange rates.
Non-monetary assets have been translated using historical rates of
exchange. Revenues and expenses have been translated into U.S. dollars
at the average rate of exchange prevailing during the period, except
for amortization which is translated at exchange rates applicable to
the related asset. Translation gains or losses are included in the
determination of earnings.
c. Loss Per Share
Loss per share has been calculated using the weighted average number
of shares outstanding.
d. Estimates and Fair Values
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Significant areas requiring
the use of management estimates relate to the determination of
impairment of assets, environmental issues and the outcome of
lawsuits. Actual results could differ from those estimates. The
financial instruments, which are reported as assets and liabilities,
both recognized and unrecognized, are carried at amounts which
approximate fair values.
e. Capital Assets
Capital assets are recorded at cost. The cost, less the salvage or
residual value, is charged to income over their estimated useful
lives, using the following annual rates and method:
Office furniture and equipment declining balance at 20% - 30% per annum
f. Incentive Stock Options
On July 1, 2002, the Company prospectively adopted new recommendations
of the Canadian Institute of Chartered Accountants related to the
recognition, measurement and disclosure of stock-based compensation.
These recommendations encourage, but do not require, enterprises to
recognize compensation costs for incentive stock options using the
fair value based method. Under the fair value based method, the value
of a stock option is determined using an option pricing model that
takes into account as of the grant date, the exercise price, expected
life of the option, the current price of the underlying stock, its
expected volatility, expected dividends on the stock and the risk-free
interest rate over the expected life of the option.
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003
(EXPRESSED IN U.S. DOLLARS)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
f. Incentive Stock Options (Continued)
Pursuant to these recommendations, the Company has elected not to
adopt the fair value method of accounting for its employee incentive
stock options because of the Company's limited use of stock-based
compensation in relation to the complexity of the computation
required. The Company provides, in Note 9, pro-forma information on
the impact on the financial statements if the fair market value based
method described above was applied to incentive stock options. The
Company accounts for incentive stock options using the settlement
method. Under this method, no compensation expense is recognized on
the grant of incentive stock options and consideration received on
exercise is credited to share capital. Stock based awards made to
non-employees are measured and recognized using a fair value based
method.
g. Income Taxes
The Company accounts for income taxes whereby the cost (benefit) of
current and future income taxes is recognized as income tax expense in
the determination of results of operations for the period. Future
income tax liabilities (assets) are the amount of income taxes arising
from taxable temporary differences between the tax bases of an asset
or liability and its carrying amount in the balance sheet. Income tax
liabilities and assets are recognized when they are more likely than
not to be realized and are measured using the income tax rates and
laws that are expected to apply at the time of settlement or
realization.
h. Cumulative and Comparative Figures
The cumulative amounts in the statements of operations and cash flow
include the results of operations which were discontinued by the
disposal or abandonment of subsidiary companies. Certain of the
comparative figures have been re-classified to conform to the current
year's financial statement presentation.
4. CASH
The Company maintains its cash balances in various currencies. At the year
end, the currencies held and the United States equivalents were as follows:
2003 2002
------- ------
Canadian dollars $ 8,839 $3,051
U.S. dollars 56,730 2,970
------- ------
$65,569 $6,021
======= ======
5. MARKETABLE SECURITIES
Marketable securities are carried in the accounts at the lesser of quoted
market value and cost. The current quoted market value of the securities is
$12,000.
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003
(EXPRESSED IN U.S. DOLLARS)
6. CAPITAL ASSETS
ACCUMULATED NET BOOK VALUE
COST AMORTIZATION 2003 2002
------ ------------ ------ ----
Office furniture and equipment $2,481 $372 $2,109 $-
7. MINERAL PROPERTIES AND INTERESTS
a. Investment in Private Company
The Company acquired a 15.72% interest in a private company
incorporated in Nevada, U.S.A. The Nevada company is in the
development stage and is exploring properties in southern Nevada (the
"Eldorado Project"). It is unlikely that any benefit will accrue to
the Company during the development stages and the Company's investment
of $1,000,800 has been written down to a nominal value.
b. Mineral Property Interests
The Company has abandoned its mineral interests in Canada, Mexico,
Nicaragua and Nevada and all property-related costs have been
expensed.
8. CONVERTIBLE DEBENTURES
The Company has completed a convertible debenture issue of $300,000. The
debentures are unsecured, have a maturity date of July 31, 2004 and are
deemed to have been converted into units of the Company on July 31, 2003 in
the ratio of one unit for each $.10 (3,000,000 units). Each unit consists
of one variable multiple voting share and one non-transferrable share
purchase warrant to acquire one subordinate voting share at $.10
(originally $.30) per share before July 31, 2004. Related parties have
subscribed for the debentures.
9. SHARE CAPITAL
a. Authorized
3,000,000 multiple variable voting shares without par value
Unlimited number of subordinate voting shares without par value
During the year the Company altered its existing share capital into
variable multiple voting shares and subordinate voting shares. 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.
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003
(EXPRESSED IN U.S. DOLLARS)
9. SHARE CAPITAL (CONTINUED)
b. Subordinate Voting Shares
Issued
PRICE PER
SHARE SHARES CONSIDERATION
--------- ---------- -------------
Balance June 30, 2002 and 2001 21,760,068 $41,441,857
Shares issued
For cash - Private placement $.10 750,000 75,000
For debt settlement (related party loan payable) $.10 216,114 21,611
Escrow shares cancelled (562,500) -
Stock option expense $ - - 9,073
---------- -----------
Balance June 30, 2003 22,163,682 $41,547,541
========== ===========
c. Incentive Stock Option
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.
Details of director, employee and consultants share purchase options
are as follows:
BALANCE BALANCE
JUNE 30, JUNE 30, EXERCISE
2002 CHANGE 2003 PRICE EXPIRY DATE
--------- ---------- --------- -------- ------------------
1,065,000 (1,065,000) - $.20 September 14, 2002
700,000 (700,000) - $.20 October 18, 2002
400,000 (400,000) - $.20 December 3, 2002
- 600,000 600,000 $.20 December 31, 2003
- 1,325,000 1,325,000 $.20 December 31, 2005
--------- --------- ---------
2,165,000 (240,000) 1,925,000
========= ========= =========
The weighted average exercise price of options outstanding as at June
30, 2003 is $.20 (2002 - $.20).
The Company is required to disclose the pro-forma effects on net loss
and net loss per share data as if the Company had elected to use the
fair value approach to account for its incentive stock options plans
as described in Note 3(f). If this approach had been applied, the
Company's net loss and net loss per share would have been as below:
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003
(EXPRESSED IN U.S. DOLLARS)
9. SHARE CAPITAL (CONTINUED)
c. Incentive Stock Option (Continued)
Loss for the year
As reported $185,888
Pro-forma $218,428
Basic and fully diluted loss per share
As reported $ .01
Pro-forma $ .01
The fair value for the options was estimated using the Black-Scholes
option pricing model assuming: no expected dividends; interest rate -
3.25%, term - 2 years; and share price volatility - 36%.
d. Share Purchase Warrants
BALANCE BALANCE
JUNE 30, JUNE 30, EXERCISE
2002 CHANGE 2003 PRICE EXPIRY DATE
--------- ------ --------- ---------- ----------------
3,000,000 - 3,000,000 $.10/2 wts November 30, 2003
3,003,340 - 3,003,340 $.10/2 wts November 30, 2003
- 966,114 966,114 $.10/1 wt June 5, 2005
--------- ------- ---------
6,003,340 966,114 6,969,454
========= ======= =========
During the year, the Company repriced its outstanding warrants as at
June 30, 2002 to $.10 from $.15 and $.30 respectively.
e. Subsequent Event
Subsequent to the year end, the Company issued 3,000,000 multiple
variable voting shares and warrants to acquire 3,000,000 subordinate
voting shares at $.10 per share exercisable to July 31, 2004.
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003
(EXPRESSED IN U.S. DOLLARS)
10. RELATED PARTY TRANSACTIONS
Related party transactions not separately disclosed elsewhere in these
financial statements were as follows:
2003 2002 2001
------- ------- -------
Consulting or other fees paid to
directors/officers or to companies
controlled by directors/officers $94,390 $35,754 $59,769
======= ======= =======
Occupancy costs charged to companies
controlled by a director/officer and
a public company under common management $ - $29,135 $52,280
======= ======= =======
11. COMMITMENTS
The Company has entered into a management agreement, with a company
controlled by a director, which requires minimum annual payments of
approximately $128,000 ($180,000 Cdn). The agreement contains a clause
requiring a termination payment of approximately $64,000. The corporate
related party has voluntarily reduced the monthly fee to $5,400 (Cdn.
$7,500) commencing March, 2003.
12. INCOME TAXES
As at June 30, 2003, the Company has Canadian operating losses available to
reduce future years' taxable income of approximately $4,368,000. The losses
commence to expire in 2004. No future income tax benefit has been reflected
in the financial statements.
13. SEGMENTED INFORMATION
The Company is organized based on geographic areas. Information by
reportable segment is as follows:
2003 CANADA USA TOTAL
---- -------- --- --------
Operations
Interest income $ (852) $- $ (852)
Amortization 372 - 372
Administration and other 186,368 - 186,368
-------- -- --------
Loss for the year $185,888 $- $185,888
======== == ========
Total assets $ 95,335 $1 $ 95,336
======== == ========
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003
(EXPRESSED IN U.S. DOLLARS)
13. SEGMENTED INFORMATION (CONTINUED)
2002 CANADA USA TOTAL
---- --------- ---------- --------
Operations
Interest income $ (199) $ - $ (199)
Amortization 912 - 912
Administration and other 201,909 - 201,909
--------- ---------- --------
Loss for the year $ 202,622 $ - $202,622
========= ========== ========
Total assets $ 196,369 $ 1 $196,370
========= ========== ========
2001 CANADA USA TOTAL
---- --------- ---------- --------
Operations
Interest income $ (22,169) $ - $(22,169)
Amortization 15,194 - 15,194
Administration and other (143,580) 1,000,799 857,219
--------- ---------- --------
Loss for the year $(150,555) $1,000,799 $850,244
========= ========== ========
Total assets $ 73,070 $ 1 $ 73,071
========= ========== ========
14. RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED
STATES ("U.S. 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 United States generally
accepted accounting principles follows:
a. Income Taxes
For the purposes of U.S. GAAP, the Company adopted Financial
Accounting Standards Board Statement No. 109 "Accounting for Income
Taxes". Statement 109 changed the method companies use to account for
income taxes from the deferral method to an asset and liability
method. As indicated, the Company has unrecognized losses being
carried forward for income tax purposes. As there is no certainty as
to utilization of the losses, the benefit attributable thereto would
be fully offset by a valuation allowance. Accordingly, the application
of Statement 109 does not result in a material difference for U.S.
GAAP accounting purposes.
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003
(EXPRESSED IN U.S. DOLLARS)
14. RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED
STATES ("U.S. GAAP") (CONTINUED)
b. Stock-Based Compensation
For purposes of U.S. GAAP, the Company has chosen 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 for the
excess of the quoted market price over the exercise price granted to
employees and directors under stock option plans. 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.
c. Other Accounting Standards
i. The Company has adopted the Statement of Financial Accounting
Standards No. 130 ("SFAS 130") "Reporting Comprehensive Income"
with no impact on U.S. GAAP differences.
ii. The Company does not have any derivative or hedging instruments
and, therefore, Statement of Financial Accounting Standards No.
133 ("SFAS 133") "Accounting for Derivative Instruments and
Hedging Activity" has no impact on U.S. GAAP differences.
The effect of the differences between Canadian GAAP and U.S. GAAP on the
balance sheets and statements of operations and deficit is summarized
below:
June 30, 2003 2002 2001
-------- ------------ ------------ ------------
Share capital, under Canadian GAAP $ 41,547,541 $ 41,441,857 $ 41,441,857
Adjustment for APB No. 25 12,490 21,563 21,563
------------ ------------ ------------
Share capital under U.S. GAAP $ 41,560,031 $ 41,463,420 $ 41,463,420
============ ============ ============
Deficit, under Canadian GAAP $(41,776,414) $(41,590,526) $(41,387,904)
Adjustment for APB No. 25 (12,490) (21,563) (21,563)
------------ ------------ ------------
Deficit, under U.S. GAAP $(41,788,904) $(41,612,089) $(41,409,467)
============ ============ ============
Year Ended June 30, 2003 2002 2001
------------------- ------------ ------------ ------------
Loss for the period under Canadian GAAP $ (185,888) $ (202,622) $ (850,244)
Adjustment for APB No. 25 9,073 - -
------------ ------------ ------------
Net (loss) for the year under U.S. GAAP $ (176,815) $ (202,622) $ (850,244)
============ ============ ============
Net (loss) per share under U.S. GAAP $ (.01) $ (.01) $ (.04)
============ ============ ============
There is no effect on the statement of cash flow for the difference between
Canadian GAAP and U.S. GAAP.
ITEM 18. FINANCIAL STATEMENTS
The Company has elected to report under Item No. 17.
ITEM 19. EXHIBITS
The following exhibits are filed with this Report:
1. Amendment to Articles
2. Agreement and Mutual Release dated December 8, 2002
12.1. Certification of Principal Executive Officer
12.2. Certification of Principal Financial Officer
13.1. Certification by the Chief Executive Officer
13.2. Certification by the Chief Financial Officer
The following exhibits filed are by incorporation to the Registration Statement
or Annual Report referenced:
FILED AND INCORPORATED HEREIN BY REFERENCE TO THE COMPANY'S OCTOBER, 1994
REGISTRATION STATEMENT:
3. Certificate of Incorporation; Company Act Memorandum; Articles
FILED AND INCORPORATED HEREIN BY REFERENCE TO THE ANNUAL REPORT DATED DECEMBER
24, 1999:
4. Certificate of Continuance of Central Minera Corp. to the Yukon
Territories with By-Laws of the Corporation.
FILED AND INCORPORATED HEREIN BY REFERENCE TO THE ANNUAL REPORT DATED NOVEMBER
22, 2002:
5. Management Services Agreement dated July 18, 2002
6. Voting Trust Agreement dated July 18, 2002
7. Consulting Services Agreement dated October 1, 1999
8. Amendment to the Option Agreement
-43-