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 December, 2004
SEC File #0-24570
- --------------------------------------------------------------------------------
CENTRAL MINERA CORP.
PO Box 93038, Caulfeild Village R.P.O.
West Vancouver, BC
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:
Interim Financial Statements for the Quarter ended September 30, 2004
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: December 6, 2004
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 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 September 30, 2004 and the interim statement of operations and
deficit and cash flow for the three months ended September 30, 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."
October 28, 2004 CHARTERED ACCOUNTANTS
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(EXPRESSED IN U.S. DOLLARS)
SEPTEMBER 30, JUNE 30,
2004 2004
------------ ------------
ASSETS
CURRENT
CASH AND TERM DEPOSITS (NOTE 4 ) $ 105,217 $ 161,322
ACCOUNTS RECEIVABLE 8,712 7,049
MARKETABLE SECURITIES (NOTE 5) 2,000 2,000
PREPAID EXPENSES 43,307 4,141
------------ ------------
159,236 174,512
EQUIPMENT (NOTE 6) 1,365 1,476
MINERAL PROPERTIES AND INTERESTS 2 2
------------ ------------
$ 160,603 $ 175,990
============ ============
LIABILITIES
CURRENT
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES $ 35,514 $ 21,552
------------ ------------
SHARE CAPITAL AND DEFICIT
SHARE CAPITAL (NOTE 7)
VARIABLE MULTIPLE VOTING SHARES 300,000 300,000
SUBORDINATE VOTING SHARES 41,759,052 41,759,052
CONTRIBUTED SURPLUS ARISING FROM 9,073 9,073
STOCK-BASED COMPENSATION
DEFICIT (41,943,036) (41,913,687)
------------ ------------
125,089 154,438
------------ ------------
$ 160,603 $ 175,990
============ ============
GOING CONCERN CONSIDERATIONS (NOTE 1)
RELATED PARTY TRANSACTIONS (NOTE 8)
COMMITMENTS (NOTE 9)
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)
CUMULATIVE
TO THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2004 2004 2003
------------ ------------ ------------
ADMINISTRATION EXPENSES
ACCOUNTING AND AUDIT $ 705,975 $ - $ 507
AMORTIZATION 283,055 111 79
CONSULTING FEES 1,905,094 21,236 18,694
LEGAL 1,860,716 8,762 1,086
OFFICE 933,619 564 634
RENT 726,425 - -
SALARIES AND BENEFITS 292,748 - 1,455
TRANSFER AGENT AND FILING FEES 177,465 324 2,233
TRAVEL AND PROMOTION 1,219,314 - 3,273
------------ ------------ ------------
8,104,411 30,997 27,961
------------ ------------ ------------
INTEREST AND OTHER INCOME (1,517,908) - (33)
LOSS (GAIN) ON FOREIGN EXCHANGE 42,901 (1,648) (463)
WRITE-DOWN OF INVESTMENT IN PRIVATE COMPANY 1,000,799 - -
(GAIN) ON SALE AND WRITE-DOWN OF
MARKETABLE SECURITIES (7,402) - -
WRITE-DOWN OF MINERAL PROPERTIES 24,724,778 - -
LOSS ON SALE OF PROPERTY AND EQUIPMENT 11,307 - -
SETTLEMENT OF LAWSUITS, NET OF (RECOVERIES) 729,038 - -
LOSS ON SALE OF SUBSIDIARY 8,855,112 - -
------------ ------------ ------------
33,838,625 (1,648) (496)
------------ ------------ ------------
NET LOSS FOR THE PERIOD 41,943,036 29,349 27,465
DEFICIT BEGINNING OF THE PERIOD - 41,913,687 41,776,414
------------ ------------ ------------
DEFICIT END OF THE PERIOD $ 41,943,036 $ 41,943,036 $ 41,803,879
============ ============ ============
BASIC AND DILUTED LOSS PER SHARE $ .01 $ .01
============ ============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 27,969,517 23,847,979
============ ============
UNAUDITED - SEE NOTICE TO READER
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
INTERIM STATEMENTS OF CASH FLOW
(EXPRESSED IN U.S. DOLLARS)
CUMULATIVE
TO THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2004 2004 2003
------------ ------------ ------------
CASH PROVIDED (USED) BY
OPERATING ACTIVITIES
NET LOSS FOR THE PERIOD $(41,943,036) $ (29,349) $ (27,465)
ITEMS NOT INVOLVING CASH
AMORTIZATION 283,055 111 79
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 24,724,777 - -
STOCK COMPENSATION EXPENSE 9,073 - -
SHARE CONSIDERATION PAYABLE INCLUDED IN
SETTLEMENT OF LAWSUITS 375,000 - -
------------ ------------ ------------
(6,683,913) (29,238) (27,386)
NET CHANGE IN NON-CASH WORKING CAPITAL ITEMS
ACCOUNTS RECEIVABLE (8,712) (1,663) 17,747
MARKETABLE SECURITIES (2,000) - -
PREPAID EXPENSES (43,307) (39,166) -
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 35,514 13,962 (1,987)
------------ ------------ ------------
(6,702,418) (56,105) (11,626)
------------ ------------ ------------
FINANCING ACTIVITIES
LOAN AND CONVERTIBLE DEBENTURES PAYABLE - - (300,000)
FUNDS HELD IN TRUST - - -
SHARES ISSUED FOR CASH, LOAN AND
CONVERTIBLE DEBENTURES 25,934,051 - 300,000
------------ ------------ ------------
25,934,051 - -
------------ ------------ ------------
INVESTING ACTIVITIES
MINERAL PROPERTIES (17,311,378) - -
INVESTMENT IN PRIVATE COMPANY (1,000,799) - -
PURCHASE OF PROPERTY AND EQUIPMENT (814,239) - -
------------ ------------ ------------
(19,126,416) - -
------------ ------------ ------------
CHANGE IN CASH FOR THE PERIOD 105,217 (56,105) (11,626)
CASH AND TERM DEPOSITS BEGINNING OF THE PERIOD - 161,322 65,569
------------ ------------ ------------
CASH AND TERM DEPOSITS END OF THE PERIOD $ 105,217 $ 105,217 $ 53,943
============ ============ ============
UNAUDITED - SEE NOTICE TO READER
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE INTERIM FINANCIAL STATEMENTS - SEPTEMBER 30, 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 October 28, 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 incorporated under the laws of Yukon Territory of Canada.
The principal business activity is the acquisition, exploration and
development of mineral properties. At the Company's annual general meeting
in December, 2002, the shareholders approved the consolidation of the
Company's shares to a maximum ratio of 1:20 and to change its domicile.
The directors are authorized to implement these changes at their
discretion. No changes have been implemented.
3. ACCOUNTING POLICIES
These financial statements have been prepared under Canadian generally
accepted accounting principles applicable to interim financial statements
and therefore do not include all the disclosures required for annual
financial statements. Accordingly, these interim financial statements
should be read in conjunction with the audited annual financial statements
for the year ended June 30, 2004 and included with the Company's annual
report. In the opinion of management, these interim financial statements
contain all adjustments necessary to present fairly the financial
position, results of operations and cash flow for the three-month periods
ended September 30, 2004 and 2003. Interim results of operations are not
indicative of the results of operations for the full year.
4. CASH AND TERM DEPOSITS
The Company maintains its cash balances in various currencies. At the
period end, the currencies held and the United States equivalents were as
follows:
SEPTEMBER 30, JUNE 30,
2004 2004
------------ --------
Canadian dollars $ 8,080 $ 4,179
U.S. dollars 97,137 157,143
------------ --------
$ 105,217 $161,322
============ ========
5. MARKETABLE SECURITIES
Marketable securities in public companies are carried in the accounts at
the lesser of estimated net realizable value and cost.
UNAUDITED - SEE NOTICE TO READER
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE INTERIM FINANCIAL STATEMENTS - SEPTEMBER 30, 2004
(EXPRESSED IN U.S. DOLLARS)
6. EQUIPMENT
SEPTEMBER 30, JUNE 30,
2004 2004
------------ -------
Office furniture and equipment $ 2,481 $ 2,481
Accumulated amortization (1,116) (1,005)
------------ -------
Net book value $ 1,365 $ 1,476
============ =======
7. SHARE CAPITAL
a. Authorized
3,000,000 variable multiple voting shares without par value
Unlimited number of subordinate voting shares without par value
The variable multiple voting shares are identical to the subordinate
shares except they may only be transferred with the approval of the
directors and entitle the holder to more than one vote, calculated
on a predetermined ratio between the share classes. The variable
multiple voting shares may be converted into subordinate shares at a
ratio of 1:1 with a mandatory conversion if the then outstanding
balance is less than 1,500,000 shares.
b. Issued
SHARE
PRICE SHARES CONSIDERATION
----- ---------- -------------
Variable Multiple Voting Shares
Shares Issued
Conversion of convertible debentures $ .10 3,000,000 $ 300,000
========== =============
Subordinate Voting Shares
Balance June 30, 2003 22,163,682 $ 41,538,468
Shares issued
For cash - Private placement $ .05 1,200,000 60,000
For cash - Warrants exercised $ .10 1,605,835 160,584
---------- -------------
Balance June 30, 2004 and
September 30, 2004 24,969,517 $ 41,759,052
========== =============
No shares were issued during the three month period ended September
30, 2004.
UNAUDITED - SEE NOTICE TO READER
(CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE INTERIM FINANCIAL STATEMENTS - SEPTEMBER 30, 2004
(EXPRESSED IN U.S. DOLLARS)
7. SHARE CAPITAL (CONTINUED)
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 consultant share purchase options
are as follows:
SEPTEMBER 30, 2004 JUNE 30, 2004
---------------------------- -----------------------------
WEIGHTED WEIGHTED
NUMBER OF AVERAGE NUMBER OF AVERAGE
OPTIONS EXERCISE PRICE OPTIONS EXERCISE PRICE
--------- -------------- --------- --------------
Balance beginning of the period 1,625,000 $ .20 1,925,000 $ .20
Cancelled - $ - (300,000) $ .20
--------- -------------- --------- --------------
Balance end of the period 1,625,000 $ .20 1,625,000 $ .20
========= ============== ========= ==============
BALANCE BALANCE
June 30, SEPTEMBER 30, EXERCISE
2004 CHANGE 2004 PRICE EXPIRY DATE
- --------- ------ ------------- ------------ -----------------
300,000 - 300,000 $ .20 December 31, 2004
1,325,000 - 1,325,000 $ .20 December 31, 2005
- --------- ------ ---------
1,625,000 - 1,625,000
========= ====== =========
As at June 30, 2004, the weighted average remaining contractual life of
the stock options is 13 months.
d. Share Purchase Warrants
SEPTEMBER 30, 2004 JUNE 30, 2004
---------------------------- -----------------------------
WEIGHTED WEIGHTED
NUMBER OF AVERAGE NUMBER OF AVERAGE
WARRANTS EXERCISE PRICE WARRANTS EXERCISE PRICE
--------- -------------- --------- --------------
Balance beginning of the period 5,166,114 $ .10 6,969,454 $ .18
Issued - $ - 4,200,000 $ .10
Exercised - $ - (3,211,670) $ .18
Lapsed (3,000,000) $ .10 (2,791,670) $ .18
--------- -------------- --------- --------------
Balance end of the period 2,166,114 $ .10 5,166,114 $ .10
========= ============== ========= ==============
UNAUDITED - SEE NOTICE TO READER
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE INTERIM FINANCIAL STATEMENTS - SEPTEMBER 30, 2004
(EXPRESSED IN U.S. DOLLARS)
7. SHARE CAPITAL (CONTINUED)
d. Share Purchase Warrants (Continued)
BALANCE BALANCE
JUNE 30, SEPTEMBER 30, EXERCISE
2004 CHANGE 2004 PRICE EXPIRY DATE
- --------- --------- ------------ ----------- -----------------
3,000,000 (3,000,000) - $.10 / 1wt July 31, 2004
966,114 - 966,114 $.10 / 1wt June 5, 2005
1,200,000 - 1,200,000 $.10 / 1wt February 13, 2006
- --------- --------- ------------
5,166,114 3,000,000 2,166,114
========= ========= ============
As at September 30, 2004, the weighted average remaining contractual
life of the warrants is 18 months.
8. RELATED PARTY TRANSACTIONS
Related party transactions not separately disclosed elsewhere in these
financial statements were as follows:
SEPTEMBER 30,
2004 2003
-------- --------
Consulting or other fees paid or payable to directors/officers or to
companies controlled by directors/officers $ 17,697 $ 16,303
======== ========
Accounts payable to related parties at the period end $ 9,468 $ -
======== ========
9. COMMITMENTS
The Company has entered into a management agreement, with a company
controlled by a director, which requires minimum annual payments of
approximately $134,000 ($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 $5,600 (Cdn.
$7,500) commencing March, 2003.
UNAUDITED - SEE NOTICE TO READER
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE INTERIM FINANCIAL STATEMENTS - SEPTEMBER 30, 2004
(EXPRESSED IN U.S. DOLLARS)
10. 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. Stock-Based Compensation
The Company has elected, commencing with the year ended June 30,
2004, to account for stock-based compensation using SFAS 123.
Accordingly, compensation cost for stock options is measured at the
fair value of options granted. Previously, the company elected to
apply the intrinsic value-based method of accounting prescribed by
Accounting Principles Board Opinion No. 25 ("APB No. 25")
"Accounting for Stock Issued to Employees" for measuring the value
of stock-based compensation. The intrinsic value-based method
requires that compensation expense be recorded at the time of
granting an option for the excess of the quoted market price over
the option exercise price. If a stock option is not exercised, the
compensation expense recorded in the previous period is reversed by
decreasing the compensation expense in the period of forfeiture. No
compensation expense was required to be recognized for those years.
b. 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. 149 ("SFAS 149") "Accounting for Derivative
Instruments and Hedging Activity" has no impact on U.S. GAAP
differences.
The adoption of these new pronouncements is not expected to
have an effect on the financial position or results of
operations.
UNAUDITED - SEE NOTICE TO READER
CENTRAL MINERA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE INTERIM FINANCIAL STATEMENTS - SEPTEMBER 30, 2004
(EXPRESSED IN U.S. DOLLARS)
10. RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED
STATES ("U.S. GAAP") (CONTINUED)
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:
September 30, 2004 2003
------------ ------------
Share capital, under Canadian GAAP $ 41,759,052 $ 41,847,541
Adjustment for APB No. 25 12,490 12,490
------------ ------------
Share capital under U.S. GAAP $ 41,771,542 $ 41,860,031
============ ============
Deficit, under Canadian GAAP $(41,943,036) $(41,803,879)
Adjustment for APB No. 25 (12,490) (12,490)
------------ ------------
Deficit, under U.S. GAAP $(41,955,526) $(41,816,369)
============ ============
Loss for the period under Canadian GAAP $ (29,349) $ (27,465)
============ ============
Comprehensive loss under U.S. GAAP $ (29,349) $ (27,465)
============ ============
Basic and diluted 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