FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
For the month of May, 2004
SEC File #0-24570
________________________________________________________________________________
CENTRAL MINERA CORP.
P.O. Box 93038, Caulfeild Village R.P.O.
West Vancouver
V7W 3G4
CANADA
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F
Form 20-F __X__ Form 40-F
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _____ No __X__
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b) : 82-
THIS FORM 6-K CONSISTS OF:
BRITISH COLUMBIA SECURITIES COMMISSION FORM 51-901F
QUARTER ENDED MARCH 31, 2004 FINANCIAL STATEMENT
NOTES TO FINANCIAL STATEMENT
MANAGEMENT DISCUSSION AND ANALYSIS
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CENTRAL MINERA CORPORATION
By: "Michael Cytrynbaum"
Name: Michael Cytrynbaum
Title: President
Date: May 18, 2004
BRITISH COLUMBIA QUARTERLY REPORT
SECURITIES COMMISSION BC FORM 51-901F
________________________________________________________________________________
CENTRAL MINERA CORP.
Period ending March 31, 2004
ISSUER DETAILS FOR QUARTER ENDED DATE OF REPORT
NAME OF ISSUER (YY/MM/DD)
- -------------------------------------------------------------------------------------------------------
Central Minera Corp. March 31, 2004 2004/05/18
- -------------------------------------------------------------------------------------------------------
ISSUER ADDRESS
- -------------------------------------------------------------------------------------------------------
PO Box 93038, Caulfeild Village RPO
- -------------------------------------------------------------------------------------------------------
CITY/PROVINCE/POSTAL CODE ISSUER FAX NO. ISSUER TELEPHONE
NO.
- -------------------------------------------------------------------------------------------------------
West Vancouver, British Columbia, V7W (604) 648-8341 (604) 687-6191
3G4
- -------------------------------------------------------------------------------------------------------
CONTACT NAME CONTACT'S POSITION CONTACT PHONE NO.
- -------------------------------------------------------------------------------------------------------
Barbara West (604) 687-6191
- -------------------------------------------------------------------------------------------------------
CONTACT E-MAIL ADDRESS WEB SITE ADDRESS
- -------------------------------------------------------------------------------------------------------
barbwest@look.ca N/A
- -------------------------------------------------------------------------------------------------------
CERTIFICATE
The schedules required to complete this Report are attached and the
disclosure contained therein has been approved by the Board of Directors. A copy
of this Report will be provided to any shareholder who requests it.
- -------------------------------------------------------------------------------------------------------
DIRECTOR'S SIGNATURE PRINT FULL NAME DATE SIGNED
(YY/MM/DD)
- -------------------------------------------------------------------------------------------------------
"MICHAEL CYTRYNBAUM" Michael Cytrynbaum 2004/05/18
- -------------------------------------------------------------------------------------------------------
DIRECTOR'S SIGNATURE PRINT FULL NAME DATE SIGNED
(YY/MM/DD)
- -------------------------------------------------------------------------------------------------------
"Murray Kosick" Murray Kosick 2004/05/18
- -------------------------------------------------------------------------------------------------------
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
INTERIM FINANCIAL STATEMENTS
MARCH 31, 2004
(EXPRESSED IN U.S. DOLLARS)
UNAUDITED - SEE NOTICE TO READER
STEELE & CO.*
CHARTERED ACCOUNTANTS
*Representing incorporated professionals
SUITE 808 TELEPHONE: (604) 687-8808
808 WEST HASTINGS STREET TELEFAX: (604) 687-2702
VANCOUVER, B.C., CANADA V6C 1C8 EMAIL: EMAIL@STEELE-CO.CA
NOTICE TO READER
We have compiled the balance sheet of Central Minera Corp. (a development stage
company) as at March 31, 2004 and the interim statement of operations and
deficit and cash flow for the nine months ended March 31, 2004 from information
provided by management. We have not audited, reviewed or otherwise attempted to
verify the accuracy or completeness of such information. Readers are cautioned
that these statements may not be appropriate for their purposes.
Vancouver, Canada "STEELE & CO."
May 11, 2004 CHARTERED ACCOUNTANTS
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(EXPRESSED IN U.S. DOLLARS)
MARCH 31, JUNE 30,
2004 2003
----------- -----------
ASSETS
CURRENT
CASH $ 36,122 $ 65,569
ACCOUNTS RECEIVABLE 5,730 19,143
MARKETABLE SECURITIES 8,513 8,513
PREPAID EXPENSES 5,000 -
----------- -----------
55,365 93,225
PROPERTY AND EQUIPMENT (NOTE 4) 1,872 2,109
MINERAL PROPERTIES AND INTERESTS 2 2
----------- -----------
$ 57,239 $ 95,336
=========== ===========
LIABILITIES
CURRENT
ACCOUNTS PAYABLE $ 21,930 $ 24,209
----------- -----------
SHARE CAPITAL AND DEFICIT
CONVERTIBLE DEBENTURES - 300,000
SHARE CAPITAL (NOTE 5) 41,907,541 41,547,541
DEFICIT (41,872,232) (41,776,414)
----------- -----------
35,309 71,127
----------- -----------
$ 57,239 $ 95,336
=========== ===========
RELATED PARTY TRANSACTIONS (NOTE 6)
APPROVED BY THE DIRECTORS
"Michael Cytrynbaum"
- ---------------------------
"Murray Kosick"
- ---------------------------
UNAUDITED - SEE NOTICE TO READER
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
INTERIM STATEMENTS OF OPERATIONS AND DEFICIT
(EXPRESSED IN U.S. DOLLARS)
THREE NINE THREE NINE
CUMULATIVE MONTHS MONTHS MONTHS MONTHS
TO ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31,
2004 2004 2004 2003 2003
------------ ------------ ------------ ------------ ------------
ADMINISTRATION EXPENSES
ACCOUNTING AND AUDIT $ 699,708 $ 640 $ 6,353 $ 1,477 $ 3,086
AMORTIZATION 282,548 79 237 93 279
CONSULTING FEES 1,862,551 20,486 61,429 24,838 81,021
LEGAL 1,847,870 70 4,118 399 117,961
OFFICE 932,584 1,725 5,209 1,358 5,309
RENT 726,425 - - 70 293
SALARIES AND BENEFITS 292,742 - 1,490 4,289 7,734
TRANSFER AGENT AND
FILING FEES 175,441 4,283 13,679 1,918 14,533
TRAVEL AND PROMOTION 1,219,326 74 3,426 28 10,535
------------ ------------ ------------ ------------ ------------
8,039,195 27,357 95,941 34,470 240,751
INTEREST AND OTHER INCOME (1,517,907) (5) (70) (339) (730)
LOSS (GAIN) ON
FOREIGN EXCHANGE 43,871 (463) (53) (4,140) (7,732)
WRITE-DOWN OF INVESTMENT
IN PRIVATE COMPANY 1,000,799 - - - -
LOSS (GAIN) ON SALE AND
WRITE-DOWN OF
MARKETABLE SECURITIES (13,961) - - - -
WRITE-DOWN OF
MINERAL PROPERTIES 24,724,778 - - - (6,397)
LOSS ON SALE OF
PROPERTY AND EQUIPMENT 11,307 - - - -
SETTLEMENT OF LAWSUITS,
NET OF (RECOVERIES) 729,038 - - 46,364 (99,427)
LOSS ON SALE OF SUBSIDIARY 8,855,112 - - - -
------------ ------------ ------------ ------------ ------------
NET LOSS FOR THE PERIOD 41,872,232 26,889 95,818 76,355 126,465
DEFICIT BEGINNING
OF THE PERIOD - 41,845,343 41,776,414 41,640,636 41,590,526
------------ ------------ ------------ ------------ ------------
DEFICIT END OF THE PERIOD $ 41,872,232 $ 41,872,232 $ 41,872,232 $ 41,716,991 $ 41,716,991
============ ============ ============ ============ ============
NET LOSS PER COMMON SHARE $ .01 $ .01
============ ============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 25,097,015 21,760,068
============ ============
UNAUDITED - SEE NOTICE TO READER
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
INTERIM STATEMENTS OF CASH FLOW
(EXPRESSED IN U.S. DOLLARS)
THREE NINE THREE NINE
CUMULATIVE MONTHS MONTHS MONTHS MONTHS
TO ENDED ENDED ENDED ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31,
2004 2004 2004 2003 2003
------------- --------- --------- --------- ----------
CASH PROVIDED (USED) BY
OPERATING ACTIVITIES
NET LOSS FOR THE PERIOD $ (41,872,232) $ (26,889) $ (95,818) $ (76,355) $ (126,465)
ITEMS NOT INVOLVING CASH
AMORTIZATION 282,548 79 237 93 278
LOSS ON SALE
OF SUBSIDIARY 8,855,112 - - - -
LOSS ON SALE OF
PROPERTY AND
EQUIPMENT 11,307 - - - -
WRITE-DOWN OF
INVESTMENT IN
PRIVATE COMPANY 1,000,799 - - - -
WRITE-DOWN OF
MINERAL PROPERTIES 24,724,778 - - - -
STOCK COMPENSATION
EXPENSE 9,073 - - - -
SHARE CONSIDERATION
PAYABLE INCLUDED IN
ALLOWANCE FOR
SETTLEMENT OF LAWSUITS 375,000 - - - -
------------- --------- --------- --------- ----------
(6,613,615) (26,810) (95,581) (76,262) (126,187)
NET CHANGE IN NON-CASH
WORKING CAPITAL ITEMS
ACCOUNTS RECEIVABLE (5,731) (1,489) 13,413 6,054 (1,320)
MARKETABLE SECURITIES (8,513) - - - (3,199)
PREPAID EXPENSES (5,000) (5,000) (5,000) - -
ACCOUNTS PAYABLE 21,929 1,940 (2,279) 25,635 (17,171)
------------- --------- --------- --------- ----------
(6,610,930) (31,359) (89,447) (44,573) (147,877)
------------- --------- --------- --------- ----------
FINANCING ACTIVITIES
LOAN AND CONVERTIBLE
DEBENTURES PAYABLE 21,611 - (300,000) 1,423 50,690
FUNDS HELD IN TRUST - - - - 175,000
SHARES ISSUED FOR CASH 25,751,857 60,000 360,000 - -
------------- --------- --------- --------- ----------
25,773,468 60,000 60,000 1,423 225,690
------------- --------- --------- --------- ----------
INVESTING ACTIVITIES
MINERAL PROPERTIES (17,311,378) - - - -
INVESTMENT IN
PRIVATE COMPANY (1,000,799) - - - -
PURCHASE OF PROPERTY
AND EQUIPMENT (814,239) - - - (2,481)
------------- --------- --------- --------- ----------
(19,126,416) - - - (2,481)
------------- --------- --------- --------- ----------
CHANGE IN CASH
FOR THE PERIOD 36,122 28,641 (29,447) (43,150) 75,332
CASH BEGINNING
OF THE PERIOD - 7,481 65,569 124,503 6,021
------------- --------- --------- --------- ----------
CASH END OF THE PERIOD $ 36,122 $ 36,122 $ 36,122 $ 81,353 $ 81,353
============= ========= ========= ========= ==========
UNAUDITED - SEE NOTICE TO READER
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
MARCH 31, 2004
(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 May 11, 2004, 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.
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
These financial statements have been prepared under Canadian generally
accepted accounting principles applicable to interim financial statements
and therefore do not include all the disclosures required for annual
financial statements. Accordingly, these interim financial statements
should be read in conjunction with the audited annual financial statements
for the year ended June 30, 2003 and included with the Company's annual
report. In the opinion of management, these financial statements contain
all adjustment necessary to present fairly the financial position, results
of operations and cash flow for the nine-month periods ended March 31, 2004
and 2003. Interim results of operations are not indicative of the results
of operations for the full year.
4. PROPERTY AND EQUIPMENT
NET BOOK VALUE
-----------------------------
ACCUMULATED MARCH 31, JUNE 30,
COST AMORTIZATION 2004 2003
---------- ------------ ---------- ----------
Office furniture and equipment $ 2,481 $ 609 $ 1,872 $ 2,109
========== ============ ========== ==========
5. SHARE CAPITAL
a. Authorized
3,000,000 multiple variable voting shares without par value
Unlimited number of subordinate voting shares without par value
UNAUDITED -SEE NOTICE TO READER
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
MARCH 31, 2004
(EXPRESSED IN U.S. DOLLARS)
5. SHARE CAPITAL (CONTINUED)
a. Authorized (Continued)
The variable multiple voting shares are identical to the subordinate
shares except they may only be transferred with the approval of the
directors and entitle the holder to more than one vote, calculated on
a predetermined ratio between the share classes. The variable multiple
voting shares may be converted into subordinate shares at a ratio of
1:1 with a mandatory conversion if the then outstanding balance is
less than 1,500,000 shares.
b. Issued Capital
PRICE PER
SHARE SHARES CONSIDERATION
---------- ---------- -------------
Subordinate Voting Shares
Balance June 30, 2003 22,163,682 $ 41,547,541
Shares issued
For cash - Private placement $ .05 1,200,000 60,000
---------- ------------
Balance March 31, 2004 23,363,682 41,607,541
========== ------------
Variable Multiple Voting Shares
Balance June 30, 2003 - -
Conversion of convertible debentures $ .10 3,000,000 300,000
---------- ------------
Balance March 31, 2004 3,000,000 300,000
========== ------------
$ 41,907,541
============
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, MARCH 31, EXERCISE
2003 CHANGE 2004 PRICE EXPIRY DATE
--------- --------- ------------ -------- -----------------
600,000 (300,000) 300,000 $ .20 December 31, 2004
1,325,000 - 1,325,000 $ .20 December 31, 2005
--------- -------- ---------
1,925,000 (300,000) 1,625,000
========= ======== =========
The weighted average exercise price of options outstanding as at March
31, 2004 is $.20 (June 30, 2003 - $.20).
UNAUDITED -SEE NOTICE TO READER
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
MARCH 31, 2004
(EXPRESSED IN U.S. DOLLARS)
5. SHARE CAPITAL (CONTINUED)
c. Incentive Stock Option
During the period, the expiry date of 300,000 stock options was
extended to December 31, 2004 from December 31, 2003.
d. Share Purchase Warrants
BALANCE BALANCE
JUNE 30, MARCH 31, EXERCISE
2003 CHANGE 2004 PRICE EXPIRY DATE
--------- --------- ---------- ---------- -----------------
6,003,340 - 6,003,340 $.10/2 wts May 30, 2004
- 3,000,000 3,000,000 $.10/1 wt July 31, 2004
966,114 - 966,114 $.10/1 wt June 5, 2005
- 1,200,000 1,200,000 $.10/1 wt February 13, 2006
--------- --------- ----------
6,969,454 4,200,000 11,169,454
========= ========= ==========
During the period, the Company extended the expiry date of 6,003,340
outstanding warrants to May 30, 2004 from November 30, 2003.
6. RELATED PARTY TRANSACTIONS
Related party transactions not separately disclosed elsewhere in these
financial statements were as follows:
2004 2003
-------- --------
Consulting or other fees paid to directors/officers or to
companies controlled by directors/officers $ 61,429 $ 81,021
======== ========
UNAUDITED -SEE NOTICE TO READER
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
MARCH 31, 2004
(EXPRESSED IN U.S. DOLLARS)
7. SEGMENTED INFORMATION
The Company is organized based on geographic areas. Information by
reportable segment is as follows:
2004 CANADA U.S.A. TOTAL
- ---- ---------- ------ ----------
Operations
Interest income $ (70) $ - $ (70)
Amortization 237 - 237
Administration and other 95,651 - 95,651
--------- ---- ---------
Loss for the year $ 95,818 $ - $ 95,818
========= ==== =========
Total assets $ 57,238 $ 1 $ 57,239
========= ==== =========
2003
- ----
Operations
Interest income $ (730) $ - $ (730)
Amortization 279 - 279
Administration and other 126,916 - 126,916
--------- ---- ---------
Loss for the period $ 126,465 $ - $ 126,465
========= ==== =========
Total assets $ 103,422 $ 1 $ 103,423
========= ==== =========
8. 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.
UNAUDITED -SEE NOTICE TO READER
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
MARCH 31, 2004
(EXPRESSED IN U.S. DOLLARS)
8. RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED
STATES ("U.S. GAAP")
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:
MARCH 31 2004 2003
- -------- ------------ ------------
Share capital under Canadian GAAP $ 41,907,541 $ 41,441,857
Adjustment for APB No. 25 12,490 21,563
------------ ------------
Share capital under U.S. GAAP $ 41,920,031 $ 41,463,420
============ ============
Deficit under Canadian GAAP $(41,872,232 $(41,716,992)
Adjustment for APB No. 25 (12,490) (21,563)
------------ ------------
Deficit under U.S. GAAP $(41,884,722 $(41,738,555)
============ ============
PERIODS ENDED MARCH 31
- ----------------------
(Loss) for the period under Canadian GAAP $ (95,818) $ (126,465)
Adjustment for APB No. 25 - -
------------ ------------
Net (loss) for the period under U.S. GAAP $ (95,818) $ (126,465)
------------ ------------
Net (loss) per share under U.S. GAAP $ (.01) $ (.01)
============ ============
There is no effect on the statement of cash flow for the difference between
Canadian GAAP and U.S. GAAP.
UNAUDITED -SEE NOTICE TO READER
BRITISH COLUMBIA QUARTERLY REPORT
SECURITIES COMMISSION BC FORM 51-901F
________________________________________________________________________________
CENTRAL MINERA CORP.
Period ending March 31, 2004
ISSUER DETAILS FOR QUARTER ENDED DATE OF REPORT
NAME OF ISSUER (YY/MM/DD)
- ------------------------------------------------------ --------------------------------- --------------------------------
Central Minera Corp. March 31, 2004 2004/05/18
- -------------------------------------------------------------------------------------------------------------------------
ISSUER ADDRESS
- -------------------------------------------------------------------------------------------------------------------------
PO Box 93038, Caulfeild Village RPO
- -------------------------------------------------------------------------------------------------------------------------
CITY/PROVINCE/POSTAL CODE ISSUER FAX NO. ISSUER TELEPHONE NO.
- -------------------------------------------------------------------------------------------------------------------------
West Vancouver, British Columbia, V7W 3G4 (604) 648-8341 (604) 687-6191
- -------------------------------------------------------------------------------------------------------------------------
CONTACT NAME CONTACT'S POSITION CONTACT PHONE NO.
- -------------------------------------------------------------------------------------------------------------------------
Barbara West (604) 687-6191
- -------------------------------------------------------------------------------------------------------------------------
CONTACT E-MAIL ADDRESS WEB SITE ADDRESS
- -------------------------------------------------------------------------------------------------------------------------
barbwest@look.ca N/A
- -------------------------------------------------------------------------------------------------------------------------
CERTIFICATE
The schedules required to complete this Report are attached and the disclosure
contained therein has been approved by the Board of Directors. A copy of this
Report will be provided to any shareholder who requests it.
- -------------------------------------------------------------------------------------------------------------------------
DIRECTOR'S SIGNATURE PRINT FULL NAME DATE SIGNED
(YY/MM/DD)
- -------------------------------------------------------------------------------------------------------------------------
"Michael Cytrynbaum" Michael Cytrynbaum 2004/05/18
- -------------------------------------------------------------------------------------------------------------------------
DIRECTOR'S SIGNATURE PRINT FULL NAME DATE SIGNED
(YY/MM/DD)
- -------------------------------------------------------------------------------------------------------------------------
"Murray Kosick" Murray Kosick 2004/05/18
- -------------------------------------------------------------------------------------------------------------------------
SCHEDULE "B"
CENTRAL MINERA CORP.
(a Development Stage Company)
Notes to Financial Statements
(in United States dollars)
March 31, 2004
________________________________________________________________________________
1. ANALYSIS OF EXPENSES AND DEFERRED COSTS:
NINE MONTH PERIOD ENDED MARCH 31, 2004 ("YTD-04") TO MARCH 31, 2003("YTD-03")
During the YTD-04 the company incurred a loss of $101,000, as compared
to a loss of $126,000 for the YTD-03. The significant variances are as
follows:
Consulting Fees 20,000 Change in rates charged
Legal 109,000 Lawsuit settled in 2002
Travel & Other expenses 7,000 Cost reductions
Foreign Exchange (7,000) Change in exchange rates
Other income (114,000) Settlement of lawsuit in 2002
Salaries 6,000 Reduction in staff
-----------------------------------------------------------------------------
(Increase) decrease in loss
for the period 25,000
-----------------------------------------------------------------------------
2. TRANSACTIONS WITH RELATED PARTIES:
Refer to Note 6 of the Financial Statements (Schedule "A").
3. SUMMARY OF SECURITIES ISSUED AND OPTIONS GRANTED DURING THE PERIOD:
Authorized Share Capital - Refer to Note 5 (a) of the Financial Statements
(Schedule "A")
Issued Share Capital - Refer to Note 3 (b) of the Financial Statements
(Schedule "A")
Options & Warrants - Refer to Note 3 (c) and (d) of the Financial
Statements (Schedule "A")
4. SUMMARY OF SECURITIES AS AT THE END OF THE REPORTING PERIOD:
Refer to Note 3 of the Financial Statements (Schedule "A")
5. DIRECTORS AND OFFICERS:
Michael Cytrynbaum President and Director
Murray Kosick Director
Reinhard Siegrist Director
Carlo Civelli Vice-President, Finance, Europe
Joan Jamieson Corporate Secretary
Barbara West Assistant Corporate Secretary
SCHEDULE "C"
CENTRAL MINERA CORP.
(a Development Stage Company)
(in United States dollars)
March 31, 2004
________________________________________________________________________________
MANAGEMENT DISCUSSION AND ANALYSIS
CURRENT OPERATIONS
Central Minera Corp. (the "Company") was largely inactive during the nine month
period to March 31, 2004. On February 13, 2004, a private placement in the
amount of $60,000.00 closed. 1,200,000 units of the Company in the ratio of one
unit for each $0.05 were issued. Each unit consists of one subordinate voting
share and one non-transferable share purchase warrant to acquire one subordinate
voting share at $0.10 per share before the close of business on February 13,
2006. All funds will be used for operational expenses.
GENERAL
The Company has a limited history of operations and has not generated any
operating revenues. The Company's assets currently consist of:
o a 15.72% interest in Cactus Gold Corp ("Cactus"), a private Nevada
corporation which owns certain mining properties including the Josh Claim.
DISCUSSION OF OPERATIONS
During the nine month period to March 31, 2004 the company incurred a
loss of $101,000, as compared to a loss of $126,000 for the nine month
period to March 31, 2003. The significant variances are as follows:
Consulting Fees 20,000 Reduction in rates charged
Legal, 109,000 Lawsuit settled in 2002
Travel & Other expenses 7,000 Cost reductions
Foreign Exchange (7,000) Change in exchange rates
Salaries (6,000) Reduction in staff
--------------------------------------------------------------------------
(Increase) decrease in loss
for the period 25,000
--------------------------------------------------------------------------
CENTRAL MINERA CORP.
(a Development Stage Company)
(in United States dollars)
March 31, 2004
________________________________________________________________________________
FINANCING
On February 13, 2004, a private placement in the amount of $60,000.00 closed.
1,200,000 units of the Company in the ratio of one unit for each $0.05 were
issued. Each unit consists of one subordinate voting share and one
non-transferable share purchase warrant to acquire one subordinate voting share
at $0.10 per share before the close of business on February 13, 2006. All funds
will be used for operational expenses. Related parties subscribed to $50,000 of
the placement.
LIQUIDITY AND CAPITAL RESOURCES
On March 31, 2004 the Company had working capital of $28,000 as compared to a
working capital of $80,000 at March 31, 2003. 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. Cumulatively from the Company's
inception, it has raised $25,751,857 through the sale of its shares.
The company's major use of funds has been operations and mineral property
expenditures. During the nine months to March 31, 2004 the Company spent
$100,000 on operations ($240,000 in the nine months to March 31, 2003). 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. In the nine months to March 31, 2004, the
Company spent nothing on mineral properties.
CENTRAL MINERA CORP.
(a Development Stage Company)
(in United States dollars)
March 31, 2004
________________________________________________________________________________
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
1934k, 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
Management's Discussion and Analysis of Financial Condition and Results of
Operations 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 in the Company's Form 20-F.
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, risks associated with
the property title, currency fluctuation, metal prices, 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.