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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, 2006
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
OR
[ ] SHELL COMPANY 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)
P.O. BOX 93038, CAULFEILD VILLAGE R.P.O.
WEST VANCOUVER, BRITISH COLUMBIA, CANADA
V7W 3G4
(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)
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: None
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, 2006, the Registrant had 41,873,339 Subordinate Voting shares
(previously Common Shares prior to redesignation) outstanding. As of June 30,
2006, the Registrant had 3,000,000 Variable Multiple Voting shares outstanding.
Indicate by check mark if the registrant is a well-know seasoned issued, as
defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
If this report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.
Yes [ ] No [X]
Note - Checking the box above will not relieve any registrant required to file
reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
from their obligations under those Sections.
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 proceeding 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 whether the Registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one)
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]
Indicate by check mark which financial statement item the registrant has elected
to follow. Item 17 [X] Item 18 [ ]
If this is an annual report, indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act.
Yes [ ] No [X]
(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, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes [X] No [ ]
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Central Minera Form 20F December 2006
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............................................................ 7
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................................................................. 16
Item 9. The Offer and Listing................................................................. 17
Item 10. Additional Information................................................................ 18
Item 11. Quantitative and Qualitative Disclosures about Market Risk............................ 23
Item 12. Description of Securities other than Equity Securities................................ 24
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies....................................... 24
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.......... 24
Item 15. Controls and Procedures............................................................... 24
Item 16A. Audit Committee Financial Expert...................................................... 24
Item 16B. Code of Ethics........................................................................ 24
Item 16C. Principal Accountant Fees and Services................................................ 25
Item 16D. Exemption from Listing Standards for the Audit Committee.............................. 25
Item 17. Financial Statements.................................................................. 25
Item 18. Financial Statements.................................................................. 26
Item 19. Exhibits.............................................................................. 27
Signature Page........................................................................ 28
Central Minera Form 20F December 2006
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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. 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.
(In thousands of US dollars except per share amounts)
2006 2005 2004 2003 2002
------- ------- -------- ------- -------
Statements of Loss Data:
Revenues $ 0 $ 0 $ 0 $ 115 $ 32
Net loss - Canadian GAAP (121) (142) (137) (186) (202)
Net income (loss) - US GAAP (121) (142) (137) (177) (202)
Net loss per share - Canadian GAAP (0.01) (0.01) (0.01) (0.01) (0.01)
Net income (loss) per share - US GAAP (0.01) (0.01) (0.01) (0.01) (0.01)
Weighted average Common shares outstanding 29,635 27,969 25,490 21,826 21,760
Statements of Cash Flows Data:
Cash provided by (used in):
Operating activities- (126) (141) (125) (239) (120)
Financing activities- 114 - 221 302 95
Investing activities - - - - (3) -
Balance Sheet Data (end of period)
Total Assets 37 67 176 95 196
Net Assets 5 12 154 71 101
Capital Stock - Canadian GAAP 42,173 42,060 42,060 41,547 41,442
- US GAAP 42,186 42,072 42,072 41,560 41,463
Long Term Obligations - - 300 250
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
Central Minera Form 20F December 2006
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United States ("U.S. GAAP"). For a comparison of these differences between
Canadian GAAP and U.S. GAAP, see Note 12 to the Financial Statements of the
Company. All dollar amounts herein are expressed as US dollars unless otherwise
indicated.
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 of 1933, as amended (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 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.
Central Minera Form 20F December 2006
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THE COMPANY'S BUSINESS IS SUBJECT TO A NUMBER OF RISK FACTORS THAT ARE SET
FORTH BELOW:
- 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 one property through its
ownership of 14.75% of the outstanding shares of Cactus Gold Corp. ("Cactus").
The property has not advanced 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.
The development of any ore deposits, if found on the Cactus property,
depends upon Cactus's ability to obtain financing through joint venturing of
projects, debt financing, equity financing or other means. There is no assurance
that Cactus will be able to obtain the required financing. Failure to obtain
additional financing on a timely basis could cause Cactus to forfeit its
interest in such properties, dilute its interests in the properties and/or
reduce or terminate its operations.
The Company has no other interests at this time.
- 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 may be affected
by numerous factors which are beyond the control of the Company and Cactus and
which cannot be accurately predicted, such as market fluctuations, the proximity
and capacity of milling 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.
- THERE IS NO CERTAINTY THAT ANY EXPENDITURE 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
Central Minera Form 20F December 2006
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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.
- 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.
- 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 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.
Central Minera Form 20F December 2006
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- 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.
- 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.
- 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 November 22, 2006, 300,000 Subordinate
Voting shares for issuance upon the exercise of incentive stock options (please
refer to Item 8.C Stock Option Plan). 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.
- THE COMPANY HAS ISSUED 3,000,000 VARIABLE MULTIPLE VOTING SHARES.
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
Central Minera Form 20F December 2006
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Business Corporations Act (Yukon). The Company's executive offices are located
P.O. Box 93038, Caulfeild Village R.P.O., West Vancouver, British Columbia,
Canada, V7W 3G4 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.
C. ORGANIZATIONAL STRUCTURE
The Company has no subsidiary companies.
D. 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.
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). In
November, 2005 the directors of the Company were advised that the United States
Bureau of Land Management (the "BLM") has launched a challenge to the legality
of the 264 unpatented placer mining claims (the "Cactus Claims") held by Cactus
Gold Corp. ("Cactus") and located in Clark County, Nevada. Cactus is a private
Nevada corporation controlled, directly or indirectly, by Mr. Chuck Ager, in
which Central Minera holds a 14.75% minority interest. Central Minera has
Central Minera Form 20F December 2006
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been advised that the BLM alleges that Cactus Claims were not located in good
faith, but instead, through the fraudulent use of so-called "dummy locators",
for the benefit and use of Charles Ager. As a minority shareholder in Cactus,
Central Minera is not a party to the claim contest and does not have direct
access to all of the information concerning Cactus's defense of the BLM
proceedings. The Board of Directors has, however, retained counsel in Nevada to
monitor and review the proceedings on its behalf and to advise it as to its
options if the BLM prevails.
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 has been written off
and the property is now abandoned. Reclamation work on the property has been
completed and the Province of British Columbia has released the Company from the
Safekeeping Agreement.
EQUIPMENT
The Company owns one computer but does not own and/or lease any additional
office equipment consisting of photocopiers and other office equipment. All of
its office equipment needs are provided under the terms of the Management
Services 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.
GENERAL
The Company is a pre-exploratory company involved in the exploration for
and, if warranted, the development of precious metal properties.
A. OPERATING RESULTS.
YEAR ENDED JUNE 30, 2006 COMPARED TO THE YEAR ENDED JUNE 30, 2005
During the year ended June 30, 2006 ("Fiscal 2006"), the Company incurred
a loss of $121,651 compared with a loss of $142,089 for the year ended June 30,
2005 ("Fiscal 2005"). The Company incurred administrative expenses of $124,617
in Fiscal 2006 as compared to $139,354 in Fiscal 2005. Significant variances are
accountable to an increase in consulting fees of $4,765(due to foreign exchange
adjustments),a decrease in travel and promotion of $2,964 and legal fees of
$13,472.
Central Minera Form 20F December 2006
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YEAR ENDED JUNE 30, 2005 COMPARED TO THE YEAR ENDED JUNE 30, 2004
During the year ended June 30, 2005 ("Fiscal 2005"), the Company incurred
a loss of $142,089 compared with a loss of $137,273 for the year ended June 30,
2004 ("Fiscal 2004"). The company incurred administrative expenses of $139,354
in Fiscal 2005 as compared to $130,159 in Fiscal 2004. Significant variances are
accountable to an increases in legal expenses of $11,589 and consulting fees of
$5,370 and a decrease in transfer agent and filing fees of $6,333.
YEAR ENDED JUNE 30, 2004 COMPARED TO THE YEAR ENDED JUNE 30, 2003
During Fiscal 2004, the Company incurred a loss of $137,273 compared with
a loss of $185,888 for the year ended June 30, 2003 ("Fiscal 2003"). The company
incurred administrative expenses of $130,159 in Fiscal 2004 as compared to
$301,313 in Fiscal 2003. Significant variances include: (i) a decrease of
$24,568 in consulting fees due to First Fiscal Management Ltd. voluntarily
agreeing to accept one-half of their monthly fee for an indefinite period of
time to assist with cash flow constraints; (ii) and a decrease in legal expenses
of $121,658.
YEAR ENDED JUNE 30, 2003 COMPARED TO THE YEAR ENDED JUNE 30, 2002
During 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. 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 $71,912; (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 and salaries of $11,854.
YEAR ENDED JUNE 30, 2002 COMPARED TO THE YEAR ENDED JUNE 30, 2001
During Fiscal 2002, the Company incurred a loss of $202,622, as compared
to a loss of $850,244 for the year ended June 30, 2001 ("Fiscal 2001"). The
difference is substantially attributable to (i) cash received from a trustee of
$310,538, 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.
B. LIQUIDITY AND CAPITAL RESOURCES
WORKING CAPITAL
On June 30, 2006 the Company had a working capital of $4,485 as compared
to a working capital of $11,429 on June 30, 2005. 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
private placement of 1,200,000 Units at a price of $0.05
Central Minera Form 20F December 2006
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per Unit for gross proceed of $60,000 on February 14, 2004. Each Unit consists
of one Subordinate Voting share in the Capital of the Company and one warrant
entitling the holder to acquire one additional Subordinate Voting share at a
price of $0.10 until February 13, 2006. Prior to the expiry date of May 30,
2004, 3,211,670 warrants were exercised for proceeds of $160,583 with 1,605,835
Subordinate Voting shares issued from Treasury. Cumulatively, from the Company's
inception, it has raised $42,177,427 through the sale of its securities.
Subsequent to the June 30, 2005 year end, the Company completed a
non-brokered private placement of 2,855,455 Subordinate Voting Shares in the
capital of the Company at a price of $0.04 per share on December 5, 2005. Gross
proceeds were $114,287 and will be used for general working capital purposes and
payment of debt to related parties.
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.
During the past three years, the Company has reduced its operating costs
to approximately $130,000 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 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
On December 5, 2005 the Company completed a non-brokered private placement
of 2,855,455 Subordinate Voting Shares in the capital of the Company at a price
of $0.04 per share. Gross proceeds were $114,218 and will be used for general
working capital purposes and payment of debt to related parties.
A private placement of 1,200,000 Units at a price of $0.05 per unit for
gross proceeds of $60,000 was completed on February 14, 2004. Each Unit consists
of one Subordinate Voting share and one warrant entitling the holder to acquire
one additional Subordinate Voting share at a price of $0.10 per Subordinate
Voting share until February 13, 2006.
Central Minera Form 20F December 2006
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Prior to their expiry date of May 30, 2004, 3,211,670 warrants were
exercised at an exercise price of $0.10 and two warrants per one Subordinate
Voting share. Proceeds of $160,583 were realized.
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
A private placement of 966,114 Units at a price of $0.10 per Unit for
gross proceeds of $96,611 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.
C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.
Not applicable.
D. 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. The
status of Pinewood Resources Ltd. is unknown and the investment has been fully
expensed in the Company's financial statements. 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.
E. OFF BALANCE SHEET ARRANGEMENTS
Not applicable.
F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
Not applicable.
G. SAFE HARBOR
Not applicable.
Central Minera Form 20F December 2006
-12-
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 65 July 18, 2002
Vancouver, British Columbia, Canada
Joan Jamieson 62 August 25, 2006
Vancouver, British Columbia, Canada
Barbara West 50 August 25, 2006
West Vancouver, British Columbia, Canada
Michael Cytrynbaum is President of First Fiscal Management Ltd. a private
consulting company specializing in financial reorganizations/financial
engineering, mergers and acquisitions, strategic planning and negotiation. Mr.
Cytrynbaum also serves as chairman of two publicly traded companies, Look
Communications Inc. (a Canadian broadcast and communications services provider)
and Ignition Point Technologies Corp. (a Vancouver-based broadband technology
company). In addition, he is a director of two junior resource companies --
Callinan Mines Limited and Central Minera Corp., as well as being a director of
Peer 1 Network Enterprises, Inc. (a provider of high-performance internet
bandwidth) and Hostopia.com Inc. (a provider of wholesale private-label hosting,
managed email and application services). Mr. Cytrynbaum was a founding director
of Microcell Telecommunications Inc., a cellular network company, and remained
on the board of Microcell for ten years, from December 1993 until May 2003.
Ms. Joan Jamieson has been Corporate Secretary of Central Minera Corp.
since July 18, 2002. Ms. Jamieson was appointed a director of the Company on
August 25, 2006.
Ms. Barbara West is a self employed consultant working with junior start
up companies. Ms. West has been Assistant Corporate Secretary of Central Minera
Corp. since October 7, 2002. Ms. West was appointed a director of the Company on
August 25, 2006.
B. COMPENSATION.
No executive Officer of the Company other than as detailed below 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 years ended June 30, 2006, June 30, 2005 and June 30, 2004:
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
----------------------------------------------- ------------------------
NAME AND OTHER ANNUAL SECURITIES UNDER OPTIONS
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION GRANTED(#)
- ------------------ ---- ------ ----- ------------ ------------------------
Michael Cytrynbaum (1) 2006 Nil Nil $77,000 (2)
President 2005 Nil Nil $72,000 (2)
2004 Nil Nil $67,000 (2)
(1) Michael Cytrynbaum was appointed President of the Company on July 18,
2002.
(2) The amount shown was paid to First Fiscal Management Ltd.
Central Minera Form 20F December 2006
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STOCK OPTION PLAN
At the annual meeting held in December 1996 the shareholders of the
Company approved the adoption of a Stock Option Plan (the "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 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 300,000 outstanding options, exercisable at US$0.20
per Subordinate Voting share expiring on December 31, 2006. No options were
exercised in the financial year ended June 30, 2006 and 2005.
No new options were granted during the current fiscal year. The following
table sets forth certain information regarding the outstanding options at June
30, 2006:
SUBORDINATE VOTING
SHARES VALUE OF UNEXERCISED IN
UNDER OPTION THE MONEY OPTIONS AT
JUNE 30, 2005 EXERCISE EXPIRATION JUNE 30, 2005
HOLDERS EXERCISABLE/UNEXERCISABLE PRICE DATE EXERCISABLE/UNEXERCISABLE
- ------- ------------------------- -------- ---------- -------------------------
GORDON ELLIS 300,000/0 $0.20 12/31/06 Nil/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 Stock
Option 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 9. - Related Party
Transactions."
C. BOARD PRACTICES
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
Central Minera Form 20F December 2006
-14-
meeting of shareholders held in Vancouver, British Columbia, Canada or appointed
upon resignation of directors during the past fiscal year. 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, 2006, the Company had no employees.
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 November 22, 2006, concerning (i) persons
and companies that own outstanding shares 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 of outstanding shares by the Company's
Directors:
NAME AND ADDRESS OF NUMBER OF SHARES BENEFICIALLY OR
SHAREHOLDER DIRECTLY OWNED PERCENTAGE OF CLASS
- -------------------- ----------------------------------------- -------------------
Carlo Civelli 2,316,114 Subordinate Voting shares 8.3%
2,250,000 Variable Multiple Voting shares 75.0%
Michael Cytrynbaum 1,605,455 Subordinate Voting shares 5.0%
Officers and Directors as a Group (2 people) 3,921,569 Subordinate Voting shares 14.1%
2,500,000 Variable Multiple Voting shares 75.0%
The Directors and Officers as a group control or direct 47 % 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
There are currently no Share Purchase Warrants outstanding.
Central Minera Form 20F December 2006
-15-
SHARES HELD IN THE UNITED STATES
The following table indicates the approximate number of record holders of
shares as at November 22, 2006, 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, 27,824,972 Subordinate Voting shares in the capital
of the Company and 3,000,000 Variable Multiple Voting shares were outstanding.
TOTAL NUMBER OF
NUMBER REGISTERED NUMBER OF PERCENTAGE OF SHARES HELD
OF HOLDERS U.S. HOLDERS SHARES HELD IN THE U.S. IN THE U.S.
- ---------- ------------ ----------------------- --------------------------
649 510 10,473,603 37.64%
Depositories, brokerage firms and financial institutions hold a
substantial number of Subordinate Voting shares in "street names." The
computation of the number and percentage 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, 2006, 2005, 2004 and 2003 the Company paid
consulting or administration fees to the following Directors or Officers:
NAME 2006 2005 2004 2003
- ---- ---- ---- ---- ----
First Fiscal Management Ltd. (1) $77,000 $72,000 $67,200 $94,390
1. A company controlled by Michael Cytrynbaum.
During the period from July 1, 2006 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.
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.
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.
Central Minera Form 20F December 2006
-16-
ITEM 9. THE OFFER AND LISTING
A AND C. 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.
HIGH LOW VOLUME
------- ------- ------
FIRST QUARTER ENDED SEPTEMBER 30, 2006 $ 0.10 $ 0.04 0
FISCAL YEAR ENDED JUNE 30, 2006 $ 0.07 $ 0.025 0
THIRD QUARTER $ 0.04 $ 0.025 0
SECOND QUARTER $ 0.04 $ 0.03 0
FIRST QUARTER $ 0.04 $ 0.03 0
FISCAL YEAR ENDED JUNE 30, 2005 $ 0.04 $ 0.03 0
FOURTH QUARTER $ 0.04 $ 0.03 0
THIRD QUARTER $ 0.04 $ 0.03 0
SECOND QUARTER $ 0.04 $ 0.03 0
FIRST QUARTER $ 0.07 $ 0.05 0
FISCAL YEAR ENDED JUNE 30, 2004 $ 0.25 $ 0.02 0
FOURTH QUARTER $ 0.13 $ 0.02 0
THIRD QUARTER $ 0.20 $ 0.09 0
SECOND QUARTER $ 0.16 $ 0.12 0
FIRST QUARTER $ 0.25 $ 0.16 0
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
FISCAL YEAR ENDED JUNE 30, 2001 $ 0.55 $0.0625 0
The following table sets forth the high and low market prices for each
month during the most recent six months:
Central Minera Form 20F December 2006
-17-
HIGH LOW
----- ------
OCTOBER 2006 $0.07 $ 0.06
SEPTEMBER 2006 $0.10 $ 0.04
AUGUST 2006 $0.07 $ 0.04
JULY 2006 $0.09 $ 0.04
JUNE 2006 $0.07 $0.025
MAY 2006 $0.05 $0.025
B. PLAN OF DISTRIBUTION
Not applicable to Form 20-F filed as an Annual Report.
D. SELLING SHAREHOLDERS
Not applicable to Form 20-F filed as an Annual Report.
E. DILUTION
Not applicable to Form 20-F filed as an Annual Report.
F. 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
Central Minera Form 20F December 2006
-18-
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.
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
Central Minera Form 20F December 2006
-19-
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 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.
4. 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.
Central Minera Form 20F December 2006
-20-
5. 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.
6. 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.
7. 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.
8. 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.
9. There are no provisions in the Company's Articles, stipulating ownership
thresholds above which shareholder ownership must be disclosed.
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
Central Minera Form 20F December 2006
-21-
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.
PROPOSED CHANGES TO SHAREHOLDER RIGHTS
Please refer to "Part II. ITEM 14. Material Modifications to the Rights of
Security Holders and Use of Proceeds."
C. MATERIAL CONTRACTS
None
D. 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").
E. 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
Central Minera Form 20F December 2006
-22-
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 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.
F. DIVIDENDS AND PAYING AGENTS
Not applicable to Form 20-F used to file an Annual Report.
G. STATEMENT BY EXPERTS
Not applicable to Form 20-F used to file an Annual Report.
H. 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.
I. SUBSIDIARY INFORMATION
Not applicable for reports filed in the United States.
Central Minera Form 20F December 2006
-23-
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
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
There have been no modifications to the rights of security holders during
the current fiscal year and no modifications are proposed.
ITEM 15. CONTROLS AND PROCEDURES
As of the end of the period covered by this Annual Report on Form 20-F, we
conducted an evaluation (under the supervision and with the participation of our
management, including the President, who acts as our principal executive officer
and principal financial officer), pursuant to Rule 13a-15 promulgated under the
Exchange Act, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on the evaluation, our President concluded that
as of the Evaluation Date (the "Evaluation Date"), such disclosure controls and
procedures were effective in ensuring that the information required to be
disclosed by us in reports we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
rules and forms of the Securities and Exchange Commission.
There have not been any changes in the Company's internal control over
financial reporting that occurred during the period covered by this Form 20-F
that have materially affected, or are reasonable likely to materially affect,
the Company's internal control over financial reporting.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has not, as yet, formally certified any of its
members as an audit committee financial expert, because it believes that such a
step is unnecessary at this time due to the Company's limited operations.
ITEM 16B. CODE OF ETHICS
Our board of directors not, as yet, adopted a formal code of ethics for
our President. The board believes that our existing internal control procedures
and current business
Central Minera Form 20F December 2006
-24-
practices are adequate to promote honest and ethical conduct and to deter
wrongdoing on the part of these executives.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Pannell Kerr Forster served as our auditors for the year ended June 30,
2006. The following tables set forth the aggregate fees for professional
services rendered to us in 2006 and 2005.
AUDIT-RELATED
AUDIT FEES FEES TAX FEES ALL OTHER FEES
------------ ------------- ------------- --------------
2006 2005 2006 2005 2006 2005 2006 2005
---- ---- ---- ---- ---- ---- ---- ----
Pannell Kerr Forster 8,000 7,000 0 0 0 0 0 0
We have introduced procedures for the review and pre-approval of any services
performed by Pannell Kerr Forster. The procedures require that all proposed
engagements of Pannell Kerr Forster for audit and permitted non-audit services
are submitted to the board of directors for approval prior to the beginning of
any such services. During Fiscal 2006, the board of directors approved 100% of
the audit, non-audit and tax fees.
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 following Item 19. The Audit Report
of Pannel Kerr Forster, Chartered Accountants is included herein immediately
preceding the respective financial statements, notes, schedules, etc.
INDEX TO FINANCIAL STATEMENTS Page
- ----------------------------- ----
Auditors' Report dated September 21, 2006...................................................... 33
Comments by Auditors for U.S. Readers on Canada-US Reporting Conflict.......................... 33
Balance Sheets dated June 30, 2006 and 2005.................................................... 34
Statement of Operations and Deficit for the years ended June 30, 2006, 2005 and 2004........... 35
Statements of Cash Flows for the years ended June 30, 2006, 2005 and 2004...................... 36
Notes to the Financial Statements for the years ended June 30, 2006............................ 37
Central Minera Form 20F December 2006
-25-
ITEM 18. FINANCIAL STATEMENTS
The Company has elected to report under Item No. 17.
Central Minera Form 20F December 2006
-26-
ITEM 19. EXHIBITS
The following exhibits are filed with this report:
Exhibit Number Description
- -------------- -----------
1.1* Certificate of Incorporation
1.2* Company Act Memorandum
1.3* Articles
1.4** Certificate of Continuance of Central Minera Corp. to the Yukon Territories with By-laws
of the Company.
1.5**** Amendment to Articles
4.1*** Management Services Agreement dated July 18, 2002
4.2*** Consulting Services Agreement dated October 1, 1999
4.3*** Amendment to the Option Agreement
4.4**** Agreement and Mutual Release dated December 8, 2002
12.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
12.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
13.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
13.3 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
* Incorporated by reference to the Company's Registration Statement on Form
20-F, file number 0-24570, as filed on September 30, 1994.
** Incorporated by reference to the Company's Annual Report on Form 20-F, as
filed on December 24, 1999.
*** Incorporated by reference to the Company's Annual Report on Form 20-F, as
filed on November 29, 2002.
**** Incorporated by reference to the Company's Annual Report on Form 20-F, as
filed on December 1, 2003.
Central Minera Form 20F December 2006
-27-
CENTRAL MINERA CORP.
(A PRE-EXPLORATORY STAGE COMPANY)
FINANCIAL STATEMENTS
JUNE 30, 2006
(EXPRESSED IN US DOLLARS)
PANNELL KERR FORSTER
[PKF LOGO]
INTERNATIONAL
7th Floor, Marine Building
355 Burrard Street,
Vancouver, B.C.,
Canada, V6C 2G8
Telephone: 604.687.1231
Facsimile: 604.688.4675
AUDITORS' REPORT
TO THE SHAREHOLDERS OF CENTRAL MINERA CORP.
We have audited the balance sheets of Central Minera Corp. (a pre-exploratory
stage company) as at June 30, 2006 and 2005 and the statements of operations and
deficit and cash flows for the years ended June 30, 2006, 2005 and 2004 and
cumulative to June 30, 2006. 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 and the standards of the Public Company Accounting Oversight Board
(United States). 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, 2006 and 2005 and
the results of its operations and its cash flows for the years ended June 30,
2006, 2005 and 2004 and cumulative to June 30, 2006 in accordance with Canadian
generally accepted accounting principles.
/s/ Pannell Kerr Forster
Chartered Accountants
(registered with PCAOB as "Smythe Ratcliffe")
Vancouver, Canada
September 21, 2006
COMMENTS BY AUDITORS FOR US READERS ON CANADA-US 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 to these financial statements. Our report to the shareholders dated
September 21, 2006 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.
/s/ Pannell Kerr Forster
Chartered Accountants
(registered with PCAOB as "Smythe Ratcliffe")
Vancouver, Canada
September 21, 2006
CENTRAL MINERA CORP.
(A PRE-EXPLORATORY STAGE COMPANY)
BALANCE SHEETS
(EXPRESSED IN US DOLLARS)
JUNE 30,
2006 2005
-------------- --------------
ASSETS
CURRENT
CASH AND TERM DEPOSITS (NOTE 5) $ 27,654 $ 31,464
ACCOUNTS RECEIVABLE 7,840 8,169
PREPAID EXPENSES 1,345 26,830
-------------- --------------
36,839 66,463
EQUIPMENT (NOTE 6) 498 918
MINERAL PROPERTIES AND INTERESTS (NOTE 7) 2 2
-------------- --------------
$ 37,339 $ 67,383
============== ==============
LIABILITIES
CURRENT
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES $ 10,762 $ 15,747
ACCOUNTS PAYABLE - RELATED PARTY (NOTE 9) 21,592 39,287
-------------- --------------
32,354 55,034
-------------- --------------
SHARE CAPITAL AND DEFICIT
SHARE CAPITAL (NOTE 8)
VARIABLE MULTIPLE VOTING SHARES 300,000 300,000
SUBORDINATE VOTING SHARES 41,873,339 41,759,052
CONTRIBUTED SURPLUS ARISING FROM
STOCK-BASED COMPENSATION 9,073 9,073
DEFICIT (42,177,427) (42,055,776)
-------------- --------------
4,985 12,349
-------------- --------------
$ 37,339 $ 67,383
============== ==============
GOING CONCERN CONSIDERATIONS (NOTE 1)
RELATED PARTY TRANSACTIONS (NOTE 9)
COMMITMENTS (NOTE 10)
APPROVED BY THE DIRECTORS
"Michael Cytrynbaum"
- ------------------------------------
"Barbara West"
- ------------------------------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
CENTRAL MINERA CORP.
(A PRE-EXPLORATORY STAGE COMPANY)
STATEMENTS OF OPERATIONS AND DEFICIT
(EXPRESSED IN US DOLLARS)
YEARS ENDED JUNE 30,
CUMULATIVE
TO JUNE 30,
2006 2006 2005 2004
------------ ----------- ----------- -----------
ADMINISTRATION EXPENSES
ACCOUNTING AND AUDIT $ 732,172 $ 12,606 $ 13,591 $ 12,620
AMORTIZATION 283,922 420 558 633
CONSULTING FEES 2,064,835 92,871 88,106 82,736
LEGAL 1,878,064 6,319 19,791 8,202
OFFICE 941,245 2,892 5,298 5,680
RENT 726,425 - - -
SALARIES AND BENEFITS 292,748 - - 1,496
TRANSFER AGENT AND FILING FEES 195,696 9,509 9,046 15,379
TRAVEL AND PROMOTION 1,222,278 - 2,964 3,413
------------ ----------- ----------- -----------
8,337,385 124,617 139,354 130,159
------------ ----------- ----------- -----------
INTEREST AND OTHER INCOME (1,519,212) (828) (476) (70)
LOSS ON FOREIGN EXCHANGE 49,948 3,280 2,119 625
WRITE-DOWN OF INVESTMENT IN PRIVATE COMPANY (NOTE 7) 1,000,799 - - -
LOSS (GAIN) ON SALE AND WRITE-DOWN OF
MARKETABLE SECURITIES (6,310) - 1,092 6,559
WRITE-DOWN OF MINERAL PROPERTIES (RECOVERIES) 24,719,360 (5,418) - -
LOSS ON SALE OF PROPERTY AND EQUIPMENT 11,307 - - -
SETTLEMENT OF LAWSUITS 729,038
LOSS ON SALE OF SUBSIDIARY 8,855,112 - - -
------------ ----------- ----------- -----------
33,840,042 (2,966) 2,735 7,114
------------ ----------- ----------- -----------
NET LOSS 42,177,427 121,651 142,089 137,273
DEFICIT BEGINNING OF THE PERIOD - 42,055,776 41,913,687 41,776,414
------------ ----------- ----------- -----------
DEFICIT END OF THE PERIOD $ 42,177,427 $42,177,427 $42,055,776 $41,913,687
============ =========== =========== ===========
NET LOSS PER COMMON SHARE $ .01 $ .01 $ .01
=========== =========== ===========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 29,635,199 27,969,517 25,490,936
=========== =========== ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
CENTRAL MINERA CORP.
(A PRE-EXPLORATORY STAGE COMPANY)
STATEMENTS OF CASH FLOW
(EXPRESSED IN US DOLLARS)
YEARS ENDED JUNE 30,
CUMULATIVE
TO JUNE 30,
2006 2006 2005 2004
-------------- -------------- -------------- --------------
CASH PROVIDED (USED) BY
OPERATING ACTIVITIES
NET LOSS $ (42,177,427) $ (121,651) $ (142,089) $ (137,273)
ITEMS NOT INVOLVING CASH
AMORTIZATION 283,922 420 558 633
LOSS ON SALE OF SUBSIDIARY 8,855,112 - - -
LOSS ON SALE OF PROPERTY
AND EQUIPMENT 11,307 - - -
WRITE-DOWN OF INVESTMENT IN
PRIVATE COMPANY 1,000,799 - - -
WRITE-DOWN OF MINERAL
PROPERTIES 24,719,360 (5,418) - -
STOCK COMPENSATION EXPENSE 9,073 - - -
SHARE CONSIDERATION PAYABLE
INCLUDED IN SETTLEMENT
OF LAWSUITS 375,000 - - -
-------------- -------------- -------------- --------------
(6,922,854) (126,649) (141,531) (136,640)
NET CHANGE IN NON-CASH
WORKING CAPITAL ITEMS
ACCOUNTS RECEIVABLE (7,840) 329 (1,120) 12,094
PREPAID EXPENSES (1,345) 25,485 (22,689) (4,141)
MARKETABLE SECURITIES - - 2,000 6,513
ACCOUNTS PAYABLE AND
ACCRUED LIABILITIES 32,354 (17,262) 33,482 (2,657)
-------------- -------------- -------------- --------------
(6,899,685) (118,097) (129,858) (124,831)
-------------- -------------- -------------- --------------
FINANCING ACTIVITIES
LOAN AND CONVERTIBLE
DEBENTURES PAYABLE - - - (300,000)
SHARES ISSUED FOR CASH, LOAN
AND CONVERTIBLE DEBENTURES 26,048,338 114,287 - 520,584
-------------- -------------- -------------- --------------
26,048,338 114,287 - 220,584
-------------- -------------- -------------- --------------
INVESTING ACTIVITIES
MINERAL PROPERTIES (17,305,960) - - -
INVESTMENT IN PRIVATE COMPANY (1,000,799) - - -
PURCHASE OF PROPERTY
AND EQUIPMENT (814,240) - - -
-------------- -------------- -------------- --------------
(19,120,999) - - -
-------------- -------------- -------------- --------------
CHANGE IN CASH FOR THE PERIOD 27,654 (3,810) (129,858) 95,753
CASH AND TERM DEPOSITS
BEGINNING OF THE PERIOD - 31,464 161,322 65,569
-------------- -------------- -------------- --------------
CASH AND TERM DEPOSITS
END OF THE PERIOD $ 27,654 $ 27,654 $ 31,464 $ 161,322
============== ============== ============== ==============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
CENTRAL MINERA CORP.
(A PRE-EXPLORATORY STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN US DOLLARS)
JUNE 30, 2006
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 21, 2006
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, 2006, 2005, and 2004, the Company sustained
operating losses of $121,651, $142,089, and $137,273 respectively.
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. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Mineral Properties and Interests
The Company accounts for its mineral properties whereby all direct
costs relative to the acquisition are capitalized and all exploration
and pre-exploratory expenditures 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 or not 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 related exploration and development
expenditures on the property and upon future profitable production.
CENTRAL MINERA CORP.
(A PRE-EXPLORATORY STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN US DOLLARS)
JUNE 30, 2006
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
b. Foreign Currency Translation
The Company's operations have been translated into US dollars using
the temporal method. Under this method, monetary assets and
liabilities have been translated at the period end exchange rates.
Non-monetary assets and liabilities have been translated using
historical rates of exchange. Revenues and expenses have been
translated into US 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 (loss).
c. Loss per Share
Loss per share has been calculated using the weighted average number
of all shares outstanding.
d. Use of Estimates
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.
e. Office Furniture and Equipment
Office furniture and equipment is recorded at cost. The cost, less
the salvage or residual value, is charged to income over the
estimated useful life, using the declining balance method at the rate
of 30% per annum.
f. Incentive Stock Options
Effective for the year ended June 30, 2004, the Company prospectively
adopted the new recommendations of the CICA with respect to
stock-based compensation. Under the new recommendations, the Company
recognizes compensation costs for the granting of all stock options
and direct awards of stock.
Previously, the Company accounted for incentive stock options using
the settlement method. Under this method, no compensation expense was
recognized on the grant of incentive stock options and consideration
received on exercise was credited to share capital.
g. Income Taxes
The Company's functional currency is the Canadian dollar and 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.
CENTRAL MINERA CORP.
(A PRE-EXPLORATORY STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN US DOLLARS)
JUNE 30, 2006
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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. FINANCIAL INSTRUMENTS
The carrying value of cash, term deposits, accounts receivable, accounts
payable and accrued liabilities approximate their fair value due to the
short-term maturity of these financial instruments.
The Company is not exposed to any significant interest rate price risk or
cash flow risk due to the short-term maturity of its monetary assets and
liabilities. The Company is not exposed to any significant credit risk
with respect to its accounts receivable, nor does it expect any credit
losses.
The Company's functional currency is the Canadian dollar and the Company
translates the results of its operations into US currency using rates
approximating the rate of exchange prevailing on the transaction date. The
exchange rate may vary from time to time. Translation gains or losses are
included in the determination of earnings (loss).
5. 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:
JUNE 30, JUNE 30,
2006 2005
-------- --------
Canadian dollars (US equivalents) $ 20,699 $ 11,321
US dollars 6,955 20,143
-------- --------
$ 27,654 $ 31,464
======== ========
6. EQUIPMENT
JUNE 30, JUNE 30,
2006 2005
-------- --------
Office furniture and equipment $ 2,481 $ 2,481
Accumulated amortization (1,983) (1,563)
-------- --------
$ 498 $ 918
======== ========
CENTRAL MINERA CORP.
(A PRE-EXPLORATORY STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN US DOLLARS)
JUNE 30, 2006
7. MINERAL PROPERTIES AND INTERESTS
a. Investment in Private Company
The Company owns a 14.75% interest in a private Company incorporated
in Nevada, USA. The Nevada Company is in the pre-exploratory stage
and is exploring properties in southern Nevada (the "Eldorado
Project"). It is unlikely that any benefit will accrue to the Company
during the pre-exploratory 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. SHARE CAPITAL
a. Authorized
3,000,000 variable multiple voting shares without par value
Unlimited number of subordinate voting shares without par value
The variable multiple voting shares are identical to the subordinate
shares except they may only be transferred with the approval of the
directors and entitle the holder to more than one vote, calculated
on a predetermined ratio between the share classes. The variable
multiple voting shares may be converted into subordinate shares at a
ratio of 1:1 with a mandatory conversion if the then outstanding
balance is less than 1,500,000 shares.
b. Issued
SHARE
PRICE SHARES CONSIDERATION
----- ---------- -------------
Variable Multiple Voting Shares
Issued for conversion of debenture
Balance June 30, 2006 and 2005 $ .10 3,000,000 $ 300,000
========== =============
Subordinate Voting Shares
Balance June 30, 2005 24,969,517 $ 41,759,052
Shares issued
For cash - Private placement $ .04 2,855,455 114,287
---------- -------------
Balance June 30, 2006 27,824,972 $ 41,873,339
========== =============
During the year 2,855,455 subordinate voting shares were issued at $.04 per
share pursuant to the terms of a private placement.
CENTRAL MINERA CORP.
(A PRE-EXPLORATORY STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN US DOLLARS)
JUNE 30, 2006
8. SHARE CAPITAL (CONTINUED)
c. Incentive Stock Options - Subordinate Voting Shares
The Company has a stock option plan for which options granted under
the plan generally have a maximum term of ten years. The exercise
price of each option equals the market price of the Company's shares
on the date of the grant.
Details of director, employee and consultant share purchase options
are as follows:
JUNE 30, 2006 JUNE 30, 2005
----------------------- --------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
NUMBER OF EXERCISE NUMBER OF EXERCISE
OPTIONS PRICE OPTIONS PRICE
---------- -------- --------- --------
Balance beginning of the period 1,625,000 $ .20 1,625,000 $ .20
Lapsed during the period (1,325,000) .20 - -
---------- -------- --------- --------
Balance end of the period 300,000 $ .20 1,625,000 $ .20
========== ======== ========= ========
BALANCE BALANCE
JUNE 30, JUNE 30, EXERCISE
2005 CHANGE 2006 PRICE EXPIRY DATE
- --------- ---------- -------- ------------ -----------------
300,000 - 300,000 $ .20 December 31, 2006
1,325,000 (1,325,000) - $ .20 December 31, 2005
- --------- ---------- --------
1,625,000 (1,325,000) 300,000
========= ========== ========
As at June 30, 2006, the weighted average remaining contractual life of the
stock options is 6 months.
d. Share Purchase Warrants - Subordinate Voting Shares
JUNE 30, 2006 JUNE 30, 2005
---------------------- --------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
NUMBER OF EXERCISE NUMBER OF EXERCISE
WARRANTS PRICE WARRANTS PRICE
---------- -------- --------- --------
Balance beginning of the period 1,200,000 $ .10 1,200,000 $ .10
Lapsed during the period (1,200,000) .10 - -
---------- -------- --------- --------
Balance end of the period - $ - 1,200,000 $ .10
========== ======== ========= ========
During the period warrants to acquire 1,200,000 subordinate voting shares lapsed
without being exercised.
CENTRAL MINERA CORP.
(A PRE-EXPLORATORY STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN US DOLLARS)
JUNE 30, 2006
9. RELATED PARTY TRANSACTIONS
Related party transactions not separately disclosed elsewhere in these
financial statements were as follows:
2006 2005 2004
------- ------- -------
Consulting fees paid to a company
controlled by a director $77,393 $72,035 $67,200
======= ======= =======
Accounts payable of $21,592 (2005 - $39,287) was owing to a company
controlled by a director.
These related party transactions are in the normal course of business and
are measured at the exchange amount, which is the amount agreed by the
transacting parties.
10. COMMITMENTS
The Company has entered into a management agreement, with a Company
controlled by a director, which requires minimum annual payments of
approximately $160,000 ($180,000 Cdn). The agreement contains a clause
requiring a termination payment of approximately $80,000 ($90,000 Cdn).
The corporate related party has voluntarily reduced the monthly fee to
$6,600 (Cdn. $7,500) commencing March, 2003 (Note 9).
11. INCOME TAXES
The income taxes shown on the statements of operations and deficit differ
from the amounts calculated by applying the combined Canadian Federal and
Provincial statutory rates due to the following:
2006 2005 2004
---------- ---------- ----------
Income tax recovery at statutory rates $ (41,361) $ (51,152) $ (50,269)
Write-down and loss on investments - 393 2,402
Write-down on mineral properties 1,842 - -
Amortization timing differences and other (3,177) (2,101) (1,822)
Benefit of income tax losses which has
not been recognized 42,696 52,860 49,689
---------- ---------- ----------
$ - $ - $ -
========== ========== ==========
Future income taxes reflect the net tax effects of temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes. The components of future tax
assets are as follows:
2006 2005
------------ ------------
Non-capital losses carried forward $ 517,167 $ 1,175,985
Resource-related expenditures 147,864 142,434
Investment losses 4,907,445 4,727,213
------------ ------------
5,572,476 6,045,632
Less: Valuation allowance (5,572,476) (6,045,632)
------------ ------------
Net future income tax assets $ - $ -
============ ============
CENTRAL MINERA CORP.
(A PRE-EXPLORATORY STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN US DOLLARS)
JUNE 30, 2006
11. INCOME TAXES (CONTINUED)
As at June 30, 2006, the Company has operating losses of approximately
$1,514,000, resource-related expenditures of approximately $433,000, and
capital losses of approximately $14,369,000 available for carry-forward to
reduce future years' taxable income. No future income tax benefit has been
recognized in the accounts. The availability of the operating losses
expires as follows:
2007 $ 538,000
2009 379,000
2010 147,000
2014 170,000
2015 178,000
2026 102,000
----------
$1,514,000
==========
12. RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED
STATES ("US GAAP")
These financial statements have been prepared in accordance with
accounting principles generally accepted in Canada. A description of
accounting principles followed by the Company 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 and
123(R), as amended December 2004. Accordingly, compensation cost for
stock options is measured at the fair value of options granted. For
the year ended June 30, 2003, the Company elected to apply the
intrinsic value-based method of accounting prescribed by Accounting
Principles Board Opinion No. 25 ("APB No. 25") "Accounting for Stock
Issued to Employees" for measuring the value of stock-based
compensation. The intrinsic value-based method requires that
compensation expense be recorded at the time of granting an option
for the excess of the quoted market price over the option exercise
price. If a stock option is not exercised, the compensation expense
recorded in the previous period is reversed by decreasing the
compensation expense in the period of forfeiture. No 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 US GAAP differences.
CENTRAL MINERA CORP.
(A PRE-EXPLORATORY STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN US DOLLARS)
JUNE 30, 2006
12. RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED
STATES ("US GAAP") (CONTINUED)
b. Other Accounting Standards (Continued)
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 US GAAP
differences.
The adoption of these new pronouncements is not expected to have an effect
on the financial position or results of operations.
The effect of the differences between Canadian GAAP and US GAAP on the
balance sheets and statements of operations and deficit is summarized
below:
JUNE 30, 2006 2005 2004
- --------------------------------------------- -------------- -------------- --------------
Share capital under Canadian GAAP $ 42,173,339 $ 42,059,052 $ 42,059,052
Adjustment for APB No. 25 12,490 12,490 12,490
-------------- -------------- --------------
Share capital under US GAAP $ 42,185,829 $ 42,071,542 $ 42,071,542
============== ============== ==============
Deficit under Canadian GAAP $ (42,177,427) $ (42,055,776) $ (41,913,687)
Adjustment for APB No. 25 (12,490) (12,490) (12,490)
-------------- -------------- --------------
Deficit under US GAAP $ (42,189,917) $ (42,068,266) $ (41,926,177)
============== ============== ==============
Loss for the period under Canadian GAAP $ (121,651) $ (142,089) $ (137,273)
Adjustment for APB No. 25 - - -
-------------- -------------- --------------
Comprehensive loss under US GAAP $ (121,651) $ (142,089) $ (137,273)
============== ============== ==============
Basic and diluted loss per share under US GAAP $ .01 $ .01 $ .01
============== ============== ==============
There is no effect on the statement of cash flow for the difference
between Canadian GAAP and US GAAP.
SIGNATURE
Central Minera Corp. hereby certifies that it meets all of the
requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this annual report on its behalf.
Central Minera Corp.
By: /s/ MICHAEL CYTRYNBAUM
-------------------------------------
Name: Michael Cytrynbaum
Title: President and Chief Executive Officer
Dated: December 15, 2006
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