UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended November 30, 2001
Commission file number 0-29986
TRIBAND ENTERPRISE CORP.
(Exact name of Registrant as specified in its charter)
Alberta, Canada
(Jurisdiction of incorporation or organization)
#903 - 1485 W. 6th Ave., Vancouver, B.C., V6H 4G1
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class Name of each exchange on which registered
____Common Shares Without Par Value TSX VENTURE, NASDAQ OTCBB
Securities registered or to be registered pursuant to Section 12(g) of the Act.
__________Common Shares Without Par Value___________
(Title of Class)
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report. 2,777,293
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
|X| Yes [ ] No
Indicate by check mark which financial statement item the registrant has elected
to follow.
|X| Item 17 [ ] Item 18
Index to Exhibits found on page 37
CURRENCY AND EXCHANGE RATES
---------------------------
All dollar amounts set forth in this report are in Canadian dollars, except
where otherwise indicated. The following table sets forth (i) the rates of
exchange for the Canadian dollar, expressed in the U.S. dollars, in effect at
the end of each of the periods indicated; (ii) the average exchange rates in
effect on the last day of each month during such periods; (iii) the high and low
exchange rate during such periods, in each case based on the noon buying rate in
New York City for cable transfers in Canadian dollars as certified for customs
purposes by the Federal Reserve Bank of New York. Prices based on the
Corporation's fiscal year end (November 30), and quoted in U.S. Dollars.
2001 2000 1999 1998 1997 1996 1995 1994
Rate at end of Period $0.5717 $0.6678 $0.6862 $0.65 $0.70 $0.74 $0.74 $0.73
Average Rate During Period $0.5477 $0.6579 $0.6718 $0.68 $0.72 $0.73 $0.73 $0.73
High Rate $0.5922 $0.6695 $0.6535 $0.63 $0.70 $0.72 $0.70 $0.72
Low Rate $0.5032 $0.6411 $0.6890 $0.71 $0.75 $0.75 $0.75 $0.76
FORWARD LOOKING STATEMENTS
- --------------------------
Forward-Looking Information is Subject to Risk and Uncertainty. When used in
this Annual Report, the words "estimate," "project," "intend," "expect,"
"anticipate" and similar expressions are intended to identify forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this Annual
Report. These statements are subject to risks and uncertainties that could cause
actual results to differ materially from those contemplated in such
forward-looking statements. Such risks and uncertainties include, but are not
limited to, those identified under the heading "Certain Risks of Operation" in
Item 1 hereof.
2
GLOSSARY OF TERMS
-----------------
AG chemical symbol for silver
AMPHIBOLITE a type of metamorphic rock formed by high
temperature and pressure from an original
iron magnesium rich igneous rock
ANTIMONY a chemical element, chemical symbol Sb
ARABLE LAND land which is suitable for the cultivation
of crops (farm land)
ARGILLIC CLAY FORMATION clay minerals formed by alteration of
original rock
ARGILLITE a sedimentary rock comprised of siltstone,
claystone or shale that has been compacted
ARSENIC a chemical element, chemical symbol As
ARSENOPYRITE a mineral composed of iron, arsenic and
sulfur (FeAsS)
AS chemical symbol for arsenic
AU chemical symbol for gold
BA Chemical symbol for barium
BARITE a mineral composed of barium, sulfur and
oxygen (BaSO4)
BI Chemical symbol for bismuth
BIOTITE GRANITE a granitic igneous rock containing large
amounts of biotite
BISMUTH a chemical element, chemical symbol Bi
CADMIUM a chemical element, chemical symbol Cd
CALCARENITE clastic sedimentary rock containing
calcium carbonite
CALC-SILICATE MINERALS a term referring to a group of minerals
containing calcium and silica formed in a
carbonate rock
CARBONATE-MUSCOVITE a mixture of calcium carbonate and
illite-muscovite clays in altered rocks
CHALCOPYRITE a mineral composed of copper, iron and
sulfur (CuFeS2)
CHLORITE a greenish, platy, mica-like mineral
containing iron, magnesium, aluminum and
silica.
CU chemical symbol for copper
EPIDOTE a calcium, aluminum silica mineral, common
in metamorphic rocks
FEOX general chemical term for group of
minerals containing iron and oxygen and/or
water
FLUORITE a mineral composed of calcium and fluorine
(CaF2)
GRANITE an igneous rock consisting of quartz and
orthoclase with ~ornblende or biotite as
mafic constituents.
GRANODIORITE a plutonic igneous rock consisting of
quartz, calcic feldspar, and orthoclase
with biotite, hornblende or pyroxene as
mafic constituents
3
GREENSTONE iron and magnesium rich igneous rock whose
composition has been changed in a sequence
of sedimentary rocks.
HEMATITE a mineral composed of iron and oxygen
(Fe2O3)
HG chemical symbol for mercury
HYDROTHERMAL a term applied to heated water or fluid
JAROSITE a mineral composed of potassium iron,
sulfur and oxygen (K, Fe3 (SO4)(OH)6
LIMONITE a generic term for brown hydrous iron
oxide, not specifically identified
LOWER TERTIARY AGE the early part of the Tertiary geological
time period spanning 66 to 44 million
years before the present
MESOTHERMAL conditions of ore deposition of
intermediate temperatures and depths
MESOZOIC Era of geologic time spanning 245 to 66
million years before the present
METASOMATISM introduction of a fluid into a rock which
totally changes the composition of the
rock
MICROCRYSTALLINE QUARTZ small crystals of the mineral quartz
MINERALS means a homogeneous naturally occurring
chemical substance
ORE means a mineral or aggregate of minerals
which can be mined at a profit
Mo chemical symbol for molybdenum
PALAEOZOIC Era of geologic time spanning 570 to 245
million years before the present
PB chemical symbol for lead
PLUTONIC ROCKS igneous rocks formed below the earth's
surface
PPB an abbreviation for units of measure in
parts per billion
PPM abbreviation for units of measure in parts
per million
PRE-TERTIARY a term applied to rocks of geological
events older than Tertiary Age (more than
66 million years before the present.
PRODUCT means a metallic or non-metallic substance
extracted from ore.
PYRITE a mineral composed of iron and sulfur
(FeS2)
PYRITIZATION formation of the mineral pyrite in rocks
PYRRHOTITE a mineral composed of iron and sulfur
(FeS)
QUARTZ DIORITE a plutonic igneous rock similar to
granodiorite but with larger amounts of
mafic constituents.
QUARTZ-ANKERITE a mixture of quartz (SiO2) and ankerite
(Ca, Fe, Mg) CO3 in altered rocks
QUATERNARY AGE a period of geologic time from 1.6 million
years ago to the present
SB chemical symbol for antimony
SELENIUM a chemical element, chemical symbol Se
SILICIFICATION the introduction of or replacement by
silica
THALLIUM a chemical element, chemical symbol Tl
ULTRAMAFICS group of igneous rocks containing very
small amounts of silica and large amounts
of magnesium and iron
4
VESICULAR BASALT FLOWS a surface flow of dark gray volcanic rocks
of mafic composition with open voids from
gas bubbles
ZN chemical symbol for zinc
5
TABLE OF CONTENTS
PART I
Page
ITEM 1 Identity of Directors, Senior Managment and Advisors....................................7
ITEM 2 Offer Statistics and Expected Timetable.................................................7
ITEM 3 Key Information.........................................................................7
ITEM 4 Information on the Company..............................................................11
ITEM 5 Operating and Financial Review and Prospects............................................22
ITEM 6 Directors, Sendior Managment and Employees.......................... ...................27
ITEM 7 Major Shareholders and Related Party Transactions.......................................32
ITEM 8 Financial Information...................................................................33
ITEM 9 The Offer and Listing...................................................................33
ITEM 10 Additional Information..................................................................33
ITEM 11 Quantitative and Qualitative Disclosures About Market Risk..............................36
ITEM 12 Description of Securities Other than Equity Securities..................................36
PART II
ITEM 13 Defaults, Dividend Arrears and Delinquencies............................................36
ITEM 14 Material Modifications to the rights of Security Holders and Use of Proceeds............36
PART III
ITEM 17 Financial Statements....................................................................36
ITEM 18 Financial Statements....................................................................36
ITEM 19 Financial Statements and Exhibits.......................................................36
6
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
Directors, Officers, Senior Management
Gary Freeman, Vancouver, BC, President and Director of Triband Enterprise Corp.
Jerry F. Pogue, Vancouver, BC, Director of Triband Enterprise Corp.
Shalom (Sam) Szajman, Vancouver, BC, Director of Triband Enterprise Corp.
Michael Bartlett, Miami Florida, Director of Triband Enterprise Corp.
William R. Green, Spokane, Washington, Director of Triband Enterprise Corp.
ADVISORS
The Company's principal bankers are the Bank of Montreal, Main Branch, 595
Burrard Street, Vancouver, BC.
The Company's legal advisors are Gerald R. Tuskey, Personal Law Corporation,
Suite 1000 - 409 Granville St., Vancouver, BC, and Richard W. Harris, Attorney
and Counselor at Law, 6121 Lakeside Dr., Suite 260 Reno, Nevada, and Harris,
Mericle & Wakayama, Seattle Washington.
AUDITORS
The Company's Auditors are Sadnovnick, Telford & Skov, Chartered Accountants,
6th Floor, 543 Granville St., Vancouver, BC
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable
ITEM 3. KEY INFORMATION
NAME CHANGE, REVERSE SPLIT
In August, 2001, the Company changed its name from Triband Resource Corporation
to Triband Enterprise Corporation. The Company also completed a reverse split of
the issued and outstanding share capital on a five old for one new basis. The
financial information and statements provide for the reverse split in their
presentation.
CHANGE IN ACCOUNTING POLICY
Effective December 1, 2000, the Company has adopted the new accounting guideline
AcG-11 "Enterprise in the Development Stage", issued by the Canadian Institute
of Chartered Accountants. The Adoption of AcG-11 will result in a change in the
Company's accounting policy relating to mineral properties and deferred
exploration costs. The Company has adjusted the opening balance of deficit for
previously capitalized mineral properties and deferred exploration costs, and
will expense future mineral properties and exploration costs as incurred.
7
Except as noted above and as disclosed in Note 12 of the financial statements,
the financial statements conform in all material respects with U.S. GAAP. Listed
below are the reconciled amounts under U.S. GAAP.
SELECTED FINANCIAL DATA
SELECTED FINANCIAL DATA (CANADIAN GAAP)
YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED
2001 ($) 2000 ($) 1999 ($) 1998 ($) 1997 ($) 1996 ($) 1995 ($)
Revenues -- -- -- -- -- -- --
Exploration Expenses 176,563 2,237,244 76,246 177,476 50,059 --
Depletion, Depreciation
and Amortization 3,097 4,376 212 2,247 6,348 -- --
General and
Administrative Expenses 225,434 280,157 283,430 370,236 138,234 43,833 6,202
Other Income 1,892 194,209 11,818 219,927 120,953 8,043 3,497
Net Income (Loss) (265,899) (1,459,273) (899,836) (228,802) (201,105) (85,849) (2,705)
Per Share (0.10) (0.11) (0.07) (0.02) (0.02) (0.02) (0.01)
Working Capital 82,049 160,558 445,643 771,374 2,361,228 1,923,019 225,743
Deferred Exploration 19,293 1,197,295 2,042,109 1,907,394 1,283,748 631,746 --
Expenses
Other Assets 38,920 27,565 147,649 772,219 14,813 -- --
Long-Term Liabilities -- -- -- -- -- -- --
Shareholders Equity 118,964 1,396,861 2,635,401 3,450,987 3,659,789 2,554,765 225,743
SELECTED FINANCIAL DATA, US GAAP
YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED
2001 2000 1999 1998 1997 1996 1995
Revenues -- -- -- -- -- --
Exploration Expenses -- 413,538 371,959 697,695 829,478 681,805 --
Depletion, Depreciation 3,097 4,376 212 2,247 6,348 -- --
and Amortization
General and Administrative 225,434 704,826 403,901 410,236 138,234 43,833 6,202
Expenses
Other Income 1,892 -- 11,818 219,927 120,953 8,043 3,497
Basic Net Income (Loss) (265,899) (1,090,823) (1,155,022) (893,190) (916,536) (721,375) (2,705)
Per Share (0.10) (0.08) (0.09) (0.07) (0.09) (0.18) (0.00)
Working Capital 82,049 160,558 445,643 771,374 2,361,228 547,619 225,743
Deferred Exploration -- -- -- -- -- -- --
Expenses
Other Assets 38,920 27,565 147,649 728,679 14,813 -- --
Long-Term Liabilities -- -- -- -- -- -- --
Shareholders Equity 118,964 155,243 593,292 1,500,053 2,376,041 1,923,019 225,743
8
CERTAIN RISKS OF OPERATION
- --------------------------
The Corporation's business is subject to a number of material risks which may
affect its future financial performance, including risks customarily encountered
by early-stage mining companies.
GENERAL EXPLORATION AND MINING RISKS
- ------------------------------------
Operating Risks
The exploration and, if warranted, development of mining properties is a
high-risk industry. Presently, none of the Corporation's properties have a known
body of commercial ore. Unusual or unexpected formations, formation pressures,
fires, power outages, labor disruptions, flooding, explorations, cave-ins,
landslides, and the inability to obtain adequate machinery, equipment or labor
are all risks involved in the operation of mines and the conduct of exploration
programs. The Corporation relies significantly on independent consultants and
other professionals for exploration and development expertise.
Capital Expenditures
The Corporation will require substantial resources to establish ore reserves,
develop metallurgical processes to extract metal from the ore, and develop
mining and processing facilities at a given site. Although substantial benefits
may be derived from the discovery of a major mineralized deposit, there can be
no assurances that sufficient quantities of minerals with a sufficient average
grade to justify, if warranted, commercial development of any such site.
Volatility in Mineral Prices
The cost of developing gold and other mineral properties is affected by the cost
of operations, variations in ore grade, fluctuations in metal markets and the
cost of processing equipment. Government regulations regarding prices, taxes,
royalties, allowable production, importing and exporting of minerals, land use,
land tenure and environmental protection also affect economic viability.
CLASSIFICATION OF THE COMMON STOCK AS PENNY STOCK
In October 1990, Congress enacted the "Penny Stock Reform Act of 1990." "Penny
Stock" is generally any equity security other than a security (a) that is
registered or approved for registration and traded on a national securities
exchange or an equity security for which quotation information is disseminated
by The National Association of Securities Dealers Automated Quotation ("NASDAQ")
System on a real-time basis pursuant to an effective transaction reporting plan,
or which has been authorized or approved for authorization upon notice of
issuance for quotation in the NASDAQ System, (b) that is issued by an investment
company registered under the Investment Company Act of 1940, (c) that is a put
or call option issued by Options Clearing Corporation, (d) that has a price of
five dollars or more, or (e) whose issuer has net tangible assets in excess of
$2,000,000, if the issuer has been in continuous operation for at least three
years, or $5,000,000 if the issuer has been in continuous operation for less
than three years, or average revenue of at least $6,000,000 for the last three
years.
The Company's Common Shares are presently considered "penny stock" under these
criteria. Therefore, the Common Shares are subject to Rules 15g-2 through 15g-9
(the "Penny Stock Rules") under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). The Penny Stock Rules impose additional reporting,
disclosure and sales practice requirements on brokers and dealers before they
can recommend the Common Shares for purchase by their customers, and require
that such brokers and dealers must make a special suitability determination of
each purchaser and must have received the purchaser's written consent to the
transaction prior to the sale. Consequently, the Penny Stock Rules may affect
the ability of brokers and dealers to sell the Common Shares and may affect the
ability of purchasers to sell any of the Shares acquired hereby in the secondary
markets.
9
So long as the Common Shares are within the definition of "Penny Stock" as
defined in Rule 3a51-1 of the Exchange Act, the Penny Stock Rules will continue
to be applicable to the Common Shares. Unless and until the price per share of
Common Shares is equal to or greater than $5.00, the Common Shares will be
subject to substantial additional risk disclosures and document and information
delivery requirements on the part of brokers and dealers effecting transactions
in the Common Shares. Such additional risk disclosures and document and
information delivery requirements on the part of such brokers and dealers may
have an adverse effect on the market for and/or valuation of the Common Shares.
STAGE OF DEVELOPMENT
- --------------------
The Corporation has no production revenue. It does not have an operating history
upon which investors may rely. Moreover, the Corporation has no commercially
viable properties at this time.
The Corporation has limited financial resources, with no assurance that
sufficient funding will be available to it for future exploration and
development or to fulfill its obligations under current agreements. There is no
assurance that the Corporation will be able to obtain adequate financing in the
future or that the terms of such financing will be favorable. Failure to obtain
such additional financing could result in delay or indefinite postponement of
further exploration and development of its projects. The Corporation's
accumulated deficit as at November 30, 2001 was $4,340,724.
METAL PRICES
- ------------
The Corporation cannot control the marketability of the minerals it discovers.
Metal prices have fluctuated widely in recent years, and are affected by
numerous factors beyond the Corporation's control. International economic and
political trends, expectations of inflation, currency exchange fluctuations,
interest rates, global or regional consumption patterns, speculative activities
and worldwide production levels all may affect metal prices.
COMPETITION
- -----------
The mineral industry is very competitive. The Corporation must compete with
other companies possessing superior financial resources and technical
facilities. This competition is not only for the acquisition of mining
interests, but also for retention of the services of qualified employees.
NO ASSURANCE OF TITLES
- ----------------------
The Corporation's mineral property interests may be subject to prior
unregistered agreements, transfers or native land claims and title may be
affected by undetected defects. Substance and continuity of title may also be
affected by political instability and the vagaries of law as they exist and are
applied in foreign jurisdictions. Surveys have not been carried out on all of
the Corporation's mineral properties and therefore, in accordance with the laws
of the jurisdiction in which such properties are situated, their existence and
area could be in doubt.
GENERAL OPERATING HAZARDS
- -------------------------
PERMITS AND LICENSES
- --------------------
The operations of the Corporation require licenses and permits from various
governmental authorities. There can be no assurance that the Corporation will be
able to obtain all necessary licenses and permits that may be required to carry
out exploration, development and mining operations at its projects.
The Corporation's properties in the State of Nevada consist of the Whisky Canyon
Property. The Whisky Canyon Property includes 83 lode mining claims optioned
from St. George Metals Inc. and 23 Bet claims located by the Corporation. The
Corporation currently has licenses, issued by the Nevada Department of
10
Mining, to conduct geological, geochemical and geophysical investigations and
sample drilling at the Whisky Canyon Property for a period of one year. The
license may be renewed on a yearly basis by submitting the yearly filing fees to
the appropriate Land Claims Offices in the state. The yearly filing fees for the
Corporation's property is as follows: $11,100 USD for the Whisky Canyon
Property. The Company is currently in good standing with the Nevada Department
of Mining. Additional licenses will be required to extract minerals, if found.
Surface rights for mining operations are available upon application for licenses
to extract minerals.
PRICE FLUCTUATIONS, SHARE PRICE VOLATILITY
Securities markets in Canada have experienced a high level of price and volume
volatility in recent years, with many resource companies experiencing wide price
fluctuations not necessarily related to operating performance or underlying
asset values of such companies. The Corporation's Common Shares traded between
$0.17 and $1.48 in 1996, between $0.56 and $1.60 in 1997, and between $0.23 and
$0.64 in 1998 and between $0.19 and $1.09 in 1999 and between $0.75 and $0.13 in
2000 and between $0.08 and $0.13 in 2001. No assurances can be made that the
Corporation's share price and volume will not continue to fluctuate materially.
SIGNIFICANT UNCERTAINTIES
The Corporation currently does not have any producing mineral properties but is
seeking mineral property prospects. These projects may be subject to substantial
regulatory requirements, financing needs, and economic uncertainties. There is
no assurance that the Corporation can raise the additional funds necessary to
complete the development work and, if warranted, bring the property into
production. There is also no assurance that the property will prove to be
profitable if it is brought into production.
ENVIRONMENTAL REGULATIONS
- -------------------------
All phases of the Corporation's operations are subject to environmental
regulations promulgated by government agencies from time to time. Environmental
legislation is evolving in a manner which means stricter standards, and
enforcement, fines and penalties for non-compliance are more stringent.
Environmental assessments of proposed projects carry a heightened degree of
responsibility for companies and directors, officers and employees. There is no
assurance that future charges in environmental regulation, if any, will not
adversely affect the Corporation's operations.
The Corporation is in compliance with all applicable environmental laws and
regulations in Nevada, USA, and British Columbia, Canada
ITEM 4. INFORMATION ON THE COMPANY
NAME AND INCORPORATION
Triband Enterprise Corp. (the "Corporation") was incorporated under the laws of
the Province of Alberta on October 7, 1994 under the name of 627743 Alberta Ltd.
On February 10, 1995, 627743 Alberta Ltd. changed its name to Triband Capital
Corp. On July 18, 1996 Triband Capital Corp. changed its name to Triband
Resource Corporation. On August 22, 2002, the Coproation changed its name to
Triband Enterprise Corp. The authorized capital of the Corporation consists of
an unlimited number of common shares ("Common Shares") and an unlimited number
of preferred shares, without par value. As of November 30, 2001, its fiscal year
end there were 2,777,293 Common Shares issued and outstanding and no preferred
shares issued and outstanding; there are 5,582,630 Common Shares issued and
outstanding as of May 30, 2001.
11
The registered office of the Corporation is located at 2300 Western Gas Tower,
530- 8th Ave., S.W., Calgary, Alberta, T2P 3S8 and the head office of the
Corporation is located at #903 - 1485 West 6th Ave.,, Vancouver, British
Columbia, V6H 4G1 (604) 331-0096. The Corporation has one wholly owned, direct
subsidiary: Triband Resource US Inc., a corporation incorporated under the laws
of the State of Nevada on November 5, 1997. The registered office of Triband
Resource US Inc. is located at , 6121 Lakeside Dr., Suite 260 Reno, Nevada.
INTERCORPORATE RELATIONSHIPS
- -------------------------------------------------------------------------------
TRIBAND RESOURCE COPRORATION
(Alberta, Canada)
- -------------------------------------------------------------------------------
100%
- -------------------------------------------------------------------------------
TRIBAND RESOURCE U.S., INC.
(Nevada)
- -------------------------------------------------------------------------------
BUSINESS OF THE CORPORATION
- ---------------------------
DESCRIPTION AND GENERAL DEVELOPMENT
- -----------------------------------
The Corporation is a natural resource corporation currently engaged in the
acquisition and exploration of mineral properties. It presently has no producing
properties, and there can be no assurance that a commercially viable body of ore
(a reserve) exists in any of the Corporation's properties until appropriate
drilling and/or underground testing is done and a comprehensive evaluation based
upon unit cost, grade recoveries and other factors determines economic
feasibility.
Prior to August 22, 1996, the Corporation conducted no business operations of
any kind other than those acts consistent with the Corporation's attempts to
acquire commercially viable business interests in the natural resource industry.
During the three preceding fiscal years the Corporation has pursued its
operations through the acquisition and exploration of mineral properties in
Canada, Vietnam and the United States. Presently, the Corporation's principal
mineral property which is in the exploration stage, is located in Whiskey Canyon
Nevada,. The Company no longer has any interest in the IP and PW Claims in
Nevada and no longer has any interest in mining properties in the Standard Creek
property in British Columbia. As at December 1, 1999 the Company wrote off the
$422,682 expended on the Standard Creek property. The Company is conducting no
further exploration activities in British Columbia at this time. In 2000, the
Company wrote off $783,717 expended on the Nevada properties.
On November 28, 1997, the Corporation acquired three exploration licenses in the
Bac Giang Province in Vietnam. The Corporation satisfied the minimum exploration
expenditures required on the Bac Giang Project during the first year of the
licenses (See page 35); however, because of the unsatisfactory results of the
Corporation's exploration program, as well as the uncertainties regarding
renewal of its exploration licenses by the Vietnamese government, the
Corporation decided not to expend any further amounts on the project. As of
February 28, 1999, the Corporation wrote off $154,129 and abandoned the Bac
Giang Project. The Corporation is conducting no further activities in Vietnam at
this time.
12
The table below illustrates the Corporation's expenditures on development and
exploration activities for the last five fiscal years. The figures below have
been prepared in accordance with generally accepted accounting principles
("GAAP") in Canada. A major difference under Canadian generally accepted
accounting principals is that the costs of acquiring and exploring mineral
properties are capitalized prior to commercial feasibility and written down if
the properties are abandoned, sold or if management decides not to pursue the
properties. Under United States generally accepted accounting principles,
exploration and prospecting costs are charged to expense as incurred, as are
development costs for projects not yet determined by management to be
commercially feasible. Except as stated above and explained in Note 12 of the
Corporation's financial statements, the figures below are consistent with U.S.
GAAP.
2001 2000 1999 1998 1997 1996 1995
General Exploration 19,293 176,563 50,062 76,246 -- 50,059 --
Mineral Properties 20.186 413,538 97,106 166,902 50,433 31,746 --
Deferred Exploration Costs 151,574 783,717 224,791 454,547 779,045 -- --
The Corporation has not prepared a budget for all its properties due to
depressed gold prices. The cost of developing gold and other mineral properties
is affected by the cost of operations, variations in ore grade, fluctuations in
metal markets and the cost of processing equipment. Government regulations
regarding prices, taxes, royalties, allowable production, importing and
exporting of minerals, land use, land tenure and environmental protection also
affect economic viability.
The Company employs certified independent geological consultants to extract
samples from the properties who utilize certified independent laboratories for
the testing of samples taken from the Nevada properties in order to ensure the
validity and integrity of samples taken. The Company utilizes the services of a
director and of independent certified geologists to review the laboratory
results and order additional tests from independent laboratories to verify
results.
CHANGE OF BUSINESS
During the fiscal year 2001 there was no change of business contemplated by the
Company.
In April 2000, the Company decided to change its business focus to internet or
high tech ventures and completed a filing with the Canadian Venture Exchange
regarding the Company's intention to change its business.
Subsequent to the year ended November 30th, 2000, on February 14th, 2001, the
Company announced that it had entered into prelimnary discussions with Via Vis
Technologies Inc., whereby Triband Resource Corporation would acquire all of the
issued and outstanding shares of Via Vis Technologies Inc., in exchange for the
issuance of 41,500,000 shares of Triband Resource Corporation.
On March 27th, 2001, Triband Resource Corporation announced that it had opted
not to proceed with the Via Via Technologies Inc. acquisition. There were no
costs relating to this acquisition.
On May 2, 2000, the Company entered into a letter of intent with eFinancial
Training.com Inc. ("eFinancial") and the sole shareholder of eFinancial,
pursuant to which the Company has agreed to acquire all of the issued and
outstanding shares of eFinancial for a purchase price of $1,575,000 to be
payable by 3,500,000 common shares of the Company at the deemed price of $0.45
per share. The 3,500,000 common shares will be subject to a contractual
performance escrow agreement, pursuant to which the common
13
shares will be released upon the achievement by eFinancial of certain
performance criteria to be determined.
Concurrent with the acquisition, the Company announced its intention to proceed
with a private placement of 1,800,000 units at the price of $0.45 per unit. Each
unit consists of one common share and one share purchase warrant which entitles
the warrant holder to purchase one common share at the price of $0.55 per share
for the first year and $0.80 per share for the second year.
In August 2000, the Company determined not to proceed with the acquisition of
eFinancial and the private placement due to certain difficulties. All costs
relating to this acquisition totaling $40,163 were written off during the
period.
The Company intends to continue to review potential business opportunities in
mining exploration..
INVESTMENTS
In July 1999, the Company acquired 240,000 shares in Puresource, Inc., a company
which owns a "SteriSure Process", at the cost of $146,450. SteriSure Process is
a proprietary technology, which uses a combination of patented, and trade secret
technologies, including application of gamma irradiation, to safely and
completely sterilize biologics without destroying their integrity and without
using toxic chemicals. Puresource is currently in the process of completing a
transaction with SteriSure, Inc. a California company that has the marketing
skills and financial resources to accelerate the commercialization of the
technology.
Effective August 19,1999, Puresource sold all of its assets to Clearant, Inc.
("Clearant"), a private company incorporated in the State of Claifornia, USA. As
consideration, Puresource was issued 3,000,000 shares of clearant with a fair
value of $2,837,650 (US$1,900,000) or $0.95 (US$0.63) per share determined by an
independent valuation at date of closing and promissory notes convertible into
common shares at the discretion of Clearant totalling $1,642,850 (US$1,000,000).
Upon completion of the sale, the shareholders of Puresource resolved to wind up
the corporation. During the current year, the Company received a distribution of
assets from Puresource consisting of 29,015 Clearant shares. The distribution of
assets by Puresource to its shareholders is considered a non-monetary
non-reciprocal transfer and is accounted for on the basis of the recorded value
of the resources transferred. As such, the 29,015 shares are recorded by the
Company at $0.95 per share for a total value of $27,564. If, as and when
Puresource distributes further assets to its owners prior to dissolution, the
transfer will be accounted for on the same basis.
Consurrently, the investment in shares of Puresource has been written down by
$145,449 to a nominal value of $1. The balance of the investment will be written
off in the financial statements at the date of formal wind up and dissolution of
the coporation.
WHISKY CANYON
The Company is also actively seeking a joint venture partner for this property.
In order to make the property more attractive, the Company has acquired an
option to purchase a group of patented mining claims for a total purchase price
of US$2,000,000, adjustable by consumer price index, in 15 years plus 2.5% net
smelter royalty. In accordance with the agreement, the Company is required to
pay advance royalty payments U$5,000 on signing, US$15,000 in the first year,
US$15,000 in the second year, US$20,000 in the third year, US$25,000 in the
fourth year, US$50,000 in the fifth year and US$50,000 each year thereafter. In
addition, the Company is required to spend amounts equivalent to the advance
royalty payments, except the first US$5,000, each year as work commitments to
the maximum of US$250,000. The claims acquired by the Company are as follows:
14
LOT OR MINERAL
CLAIM NAME PATENT DATE PATENT NO. SURVEY NO.
Betty O'Neal 4/23/1892 20955 Lot 51
Betty O'Neal South 4/23/1892 20956 Lot 52
Chloride 4/23/1892 20954 Lot 50
Chloride 6/25/1884 9448 Lot 45
Defiance 11/15/1877 2557 Lot 37
Defiance No. 2 6/25/1884 9449 Lot 42
Dusang 12/28/1895 26390 Lot 43
Eagle 11/15/1877 2558 Lot 38
Grove 6/25/1884 9447 Lot 44
Henry Logan 12/28/1895 26389 Lot 40
Highland Chief 2/6/1892 19601 Lot 41A
Monitor 11/14/1877 2553 Lot 39
Record 2/6/1895 25252 Lot 55
Ruby Silver 7/30/1924 842249 4570
Ruth 7/30/1924 942249 4570
Valley View 7/30/1924 942249 4570
Yankee 2/14/1895 25277 Lot 54
During the 1999 to 2000 period, the Company abandoned the Iowa claims in Nevada
due to economic reasons.
DESCRIPTION OF PROPERTIES
- -------------------------
The Corporation is in the exploration stage and its properties are presently
without a known body of commercial ore. Its principal mineral properties are the
following.
The Whisky Canyon Property, located along the northwest flank of the Shoshone
Range, approximately 12 miles southeast of Battle Mountain, Lander County,
Nevada, USA.
WHISKY CANYON PROPERTY - LANDER COUNTY, NEVADA, USA
Location and Introduction
The Whisky Canyon Property ("Whisky Canyon Property") is located along the
northwest flank of the Shoshone Range approximately 12 miles southeast of Battle
Mountain, Lander County, Nevada, USA. The Whisky Canyon Property includes Whisky
Canyon proper, upper Rocky Canyon to the south and Betty O'Neal silver mine area
to the north. Much of the property occurs in steep topography between 6000 feet
and 8000 feet in elevation. Access is relatively difficult and is limited to a
few steep, narrow and poorly preserved drill roads.
The Corporation's land package includes 83 lode mining claims optioned from St.
George Metals Inc. ("St. George") and the 23 Bet claims located by the
Corporation in 1997 bordering the Betty O'Neal patented claims. The St. George
land package includes the Whisky Canyon and the upper Rocky Canyon area. The
Whisky Canyon Property is located in T.30N, R.45E., sections 22,26,27,34 and 35.
Mining and Exploration History
Prospecting for and limited mining of high grade veins in the district began in
the late 1870's. The Betty O'Neal mine was worked extensively for silver
beginning in about 1880. It was reportedly mined intermittently until about 1936
and was the only major producing mine in the vicinity of the Whisky Canyon
Property. Recorded production for the period of 1902-1936 from the Betty O'Neal
totals about 4.2
15
million ounces of silver from ores with grades averaging between 25 to 30 ounces
per ton. No production records exist for the period between 1880-1902. On the
Whisky Canyon , the Celestine O'Neal workings were explored and mined
intermittently beginning prior to 1900 and continuing to 1923. Production was
reportedly small. Numerous other showings small high grade mines of limited
production occur in adjoining Rocky Canyon and in the surrounding area,
Porphyry copper-molybdenum exploration was focused in Rocky Canyon and nearby
Pipe Canyon in an active way during the early to mid -1970's. Several deep
(greater than 2000 foot) core holes encountered deep, low grade, Cu-Mo
mineralization beneath the breccia pipes and magmatic centers in both Rocky and
Pipe Canyons. No further copper exploration has been done in the district.
Recent gold exploration began in the district during 1979 and continued
intermittently through the early 1900's. Noranda Exploration ("Noranda")
conducted the first phase of modern exploration beginning in late 1979 and
continued through early 1981. Their work included geologic mapping, geochemical
sampling, and exploration drilling (4 diamond core and 15 rotary holes). Noranda
elected to terminate the project even though their drilling intersected
gold-mineralization in the Whisky Canyon vicinity.
Following Noranda, Draco Minerals Ltd. ("Draco Minerals") explored the Rocky
Canyon area for precious metals but drilled only 14 shallow reverse circulation
holes. St. George acquired both the Whisky Canyon Property and the Rocky Canyon
property from the underlying owners and Draco Minerals, respectively, along with
other ground in the district. St. George and their subsequent partners drilled
at least 16 reverse circulation holes in the Whisky-Rocky Canyon area and
numerous holes to the west along the range front zone. Cameco Gold U.S. acquired
ground along the range front near the mouth of Rocky Canyon and the Lucky Rocks
area by claim location and an option agreement with St. George. The Cameco
program which began in 1996, included core drilling, and continues at present.
Property Acquisition
The Whisky Canyon Property is currently owed by St. George Metals, Inc. ("St.
George Metals"), a Nevada corporation. On June 29, 1998 the Corporation's
subsidiary Triband Resource US Inc. entered into a Mining Lease and Option
Agreement, ("Mining and Lease Option Agreement"). Under the agreement the
Corporation may explore, conduct geological, geochemical and geophysical
investigations, sample, drill or otherwise explore for, in the manner and to the
extent that the Corporation in its sole discretion, deems advisable.
Under the agreement St. George Metals agreed to lease exclusively to the
Corporation the property and all minerals. Under the agreement the Corporation
agreed to make an initial payment for the property of $15,000 USD to St. George
and also an additional payment of $1,200 USD to a consultant as direct payment
for or reimbursement of costs for geological, geochemical and other data
relating to the property.
Under the Mining Lease and Option Agreement, the Corporation paid and has agreed
to pay to St. George Metals the following minimum payments which will be advance
payment of a net smelter returns production royalty payable to St. George Metals
("Royalty"):
PAYMENT AMOUNT
(US$)
DATE
July 8, 1999 (paid) $65,000
July 8, 2000 (paid) and each following year for
a period of twenty (20) years expiry July 8, 2018 $25,000
July 8 2001 and each year for a period of
tewenty years expiry July 8, 2018 $15,000
16
Under the Mining Lease and Option Agreement, St. George Metals agreed to grant
the Corporation the exclusive right to purchase the Whisky Canyon Property
("Option"). The purchase price for the Option is $2,000,000 USD, less the then
outstanding balance of the purchase price under the underlying agreements
("Underlying Agreements") attached to the Mining Lease and Option Agreement.
The Underlying Agreements to the Mineral Lease and Option Agreement are as
follows: (1) the Bida-Belaustegui Agreement, dated March 20, 1986, between
Marion Fisher, Sam Bida, Neva Bida, Leon Belaustegui, and Velma Belaustegui
("Sellers"), and St. George Minerals, Inc. ("St. George Minerals"), the British
Columbia parent of St. George Metals, as buyer; (2) the Boundary Agreement,
dated February 16, 1989, between St. George Metals, Battle Mountain State Bank
Mortgage Corporation ("Battle Mountain"), and Rolac Systems Subsidiary, Inc.
("Rolac"); (3) the Claim Overlap Agreement, dated February 16, 1989, between the
same parties as stated in (2) above; and, (4) the Royalty Agreement, dated
February 16, 1989, between the same parties as stated above in (2).
The Bida-Belaustegui Agreement is the purchase and sale agreement by which St.
George Minerals acquired the Whisky Canyon Property. Under the terms of the
Bida-Belaustegui Agreement, St. George Minerals was to pay Sellers $150,000 USD
over a period of four years, as well as tender to Sellers 50,000 shares of St.
George Minerals common stock in exchange for the Whisky Canyon Property. As of
the date of the Mineral Lease and Option Agreement (July 8, 1998), all but
$15,000 USD of the purchase price under the Bida-Belaustegui Agreement had been
paid. In August 1998, the Corporation paid the remaining $15,000 to Sellers.
Pursuant to Section 6.1 of the Mineral Lease and Option Agreement, this amount
will be credited against the Option's $2,000,000 USD purchase price.
The Boundary Agreement was executed by St. George Metals, Battle Mountain and
Rolac in order to identify the claims at the Whisky Canyon Property that Battle
Mountain and Rolac had a right to explore. There were no payments due under this
agreement that would have reduced the purchase price of the Option.
The Claim Overlap Agreement also related to boundary issues and mining rights
between the parties thereto. There were no payments due under this agreement
that would have reduced the purchase price of the Option. The Royalty Agreement
defined the royalty payments to be paid to St. George Metals by Battle Mountain
and Rolac. Pursuant to this agreement, Rolac and Battle Mountain agreed to pay
St. George Metals 6% of net smelter returns. This agreement expired in 1995.
There were no outstanding payments under this agreement as of the date of the
Mineral Lease and Option Agreement that would have reduced the purchase price of
the Option.
St. George Metals also agreed to grant to the Corporation the exclusive right
to purchase one-half of the Royalty representing two percent (2%) of the net
smelter returns ("Royalty Option"). The purchase price for the Royalty Option is
$1,000,000 USD. The Royalty Option may be exercisable by the Corporation at any
time within six (6) months after the Corporation receives all approvals,
consents, licenses and permits required for the production of Insert 2nd
mminerals from the Whisky Canyon Property and the commencement of development of
a commercial mine on the Whisky Canyon Property.
If the Corporation exercises the Option, its obligation to pay the minimum
payments will terminate. The Royalty percentage will also be reduced. The
Royalty percentage under the Mining Lease and Option Agreement rate is four
percent (4%) of the net smelter returns. However, this amount will be decreased
to two percent (2%) upon the Corporation's exercise of one, but not both, of the
Option or the Royalty Option. Furthermore, the Corporation will be credited and
the Royalty otherwise payable to St. George Metals in any quarter will be
reduced by the amount of any and all production fees, production royalties or
severance taxes assessed against, based on or imposed or levied against the
production of minerals, ore or product from the Whisky Canyon Property which are
paid by the Corporation to any party under the Underlying Agreements relating to
the Mining Lease and Option Agreement during the quarter. The Corporation will
be making no such payments under the Underlying Agreements except as disclosed
above.
17
The assessment work in accordance with the Mining Lease and Option Agreement was
carried out between September 1, 1998 and September 1, 1999. The Corporation has
a work commitment for exploration, development and reclamation work on the
Whisky Canyon Property as described below:
DATE LEASE YEAR COMMITMENT (US$)
July 9, 2000 (completed) $150,000
July 9, 2001 $200,000
After the third lease year, beginning July 9, 2001, the work commitment
obligation will increase by the amount of fifty thousand dollars ($50,000 US)
for each lease year until the Corporation commences commercial production on the
Whisky Canyon Property.
In addition to the property from St. George Metals, the Company also acquired a
group of patented mining claims in the adjacent area from Battle Mountain State
Bank Mortgage Corporation. In accordance with an agreement dated July 7, 2000,
the Company acquired an option to purchase 17 patented mining claims during a
period of 15 years for a total purchase price of US$2,000,000 plus 2.5% net
smelter royalty. The Company is required to pay the following advance royalty
payments:
Date Payment Amount (US$)
July 7, 2000 $ 5,000
July 7, 2001 15,000
July 7, 2002 15,000
July 7, 2003 20,000
July 7, 2004 25,000
July 7 each year thereafter 50,000
Depending on the time the Company exercises the option, the above purchase price
will be increased by applying the Consumer Price Index as published by US
Department of Labor using the fifth anniversary date as the base year; and will
be reduced by all advance royalty payments made by the Company after the sixth
year. In addition, the Company is required to spend the following amounts each
year as work commitments to the maximum of US$250,000.
On or Before Work Commitment (US$)
July 7, 2001 $ 15,000
July 7, 2002 15,000
July 7, 2003 20,000
July 7, 2004 25,000
July 7 each year thereafter 50,000
The claims acquired by the Company are as follows:
LOT OR MINERAL
CLAIM NAME PATENT DATE PATENT NO. SURVEY NO.
Betty O'Neal 4/23/1892 20955 Lot 51
Betty O'Neal South 4/23/1892 20956 Lot 52
Chloride 4/23/1892 20954 Lot 50
Chloride 6/25/1884 9448 Lot 45
Defiance 11/15/1877 2557 Lot 37
18
Defiance No. 2 6/25/1884 9449 Lot 42
Dusang 12/28/1895 26390 Lot 43
Eagle 11/15/1877 2558 Lot 38
Grove 6/25/1884 9447 Lot 44
Henry Logan 12/28/1895 26389 Lot 40
Highland Chief 2/6/1892 19601 Lot 41A
Monitor 11/14/1877 2553 Lot 39
Record 2/6/1895 25252 Lot 55
Ruby Silver 7/30/1924 842249 4570
Ruth 7/30/1924 942249 4570
Valley View 7/30/1924 942249 4570
Yankee 2/14/1895 25277 Lot 54
Geology
The geology of the northwestern portion of the Shoshone Range is very complex.
The Whisky Canyon area is comprised of a complexly thrust faulted stack of
siliceous and lesser carbonate rocks that were subsequently juxtaposed into
complex contact relationships by several prominent sets of high-angle faults.
Thrust faulting occurred during the Antler and Sonoman Orogenies and resulted in
low-angle zones of intense shearing and fracturing developed within the
pre-Tertiary siliceous rocks. Caldera development and subsidence overprints
pre-Oligocene structures and was the focus of more recent high and low-angle
faulting of Tertiary age. High-angle faulting is intense in the district and is
comprised of several distinct sets, including those trending; 1) N10E to N10W,
2) N60-75W, 3) N20-30W, 4) East-West, 5) N60E and 6) N30E. The faults trending
N60-75W seem to be the most favorable focus of gold-bearing quartz and sulfide
mineralization.
Most of the northern part of the range is made up of chert and siliceous clastic
rocks that comprise the upper plate of the Roberts Mountains allochthon. This
sequence of rocks was emplaced along the major, regional Roberts Mountain Thrust
zone during the Devonian-Mississippian Antler Orogeny. Lower plate carbonate
rocks located below the thrust zone are not exposed in the district. A large
portion of the Whisky Canyon Property is underlain by a thick upper plate
sequence consisting of quartzite, chert, argillite and greenstone of the
Ordovician Valmy Formation. In Rocky Canyon, a thick section consisting to
interbedded calcareous siltstone and fine-grained sandstone, believed to be
upper plate Silurian Elder Formation, is tectonically inter-leaved with the
Valmy Formation. The Pennsylvanian-Permian Antler Sequence consisting of Battle
Formation and Antler Peak Limestone, was deposited directly on upper plate Valmy
rocks and is exposed in Whisky Canyon. Antler Sequence rocks are an important
host for gold mineralization in the Battle Mountain district at the Fortitude,
Tomboy and Minnie deposits and the Lone Tree and Marigold deposits.
During the Permian-Triassic Sonoma Orogeny, the Havallah Sequence rocks were
tectonically emplaced along the Golconda Thrust above the Roberts Mountains
Allochton and Antler Sequence rocks. The Havallah Sequence consists of
fine-to-medium-grained, locally calcareous, siliceous clastic rocks.These rocks
are well exposed at the head of Whisky Canyon. A sequence of debris flows and
limestone-rich conglomerate with silty, sandy, and shaly matrix, believed to be
the Triassic Panther Canyon Formation, was deposited on pre-Triassic rocks and
is also exposed at the head of Whisky Canyon.
The pre-Tertiary sedimentary rocks are intruded and overlain by an Oligocene-age
sequence of volcanic flows, tuffs, tuff breccias, intrusive breccia pipes, dikes
and irregular intrusive masses ranging in composition from rhyolite to latite. A
quartz monzonite porphyry intrudes the slightly older volcanic sequence and
sedimentary rocks along the east margin of the property. The Tertiary magmatic
event is believed to have resulted from a large caldera that occupies the
northwest flank of the range. Within this topographic zone, several large areas
of volcanic rocks, abundant dikes, small intrusions and three breccia pipes are
preserved.
19
Alteration
Hydrothermal alteration features of varying types and intensities are widespread
throughout the Whisky Canyon area. The alteration types include: 1)
silicification, 2) quartz veining and stockwork zones, 3) sulfide
mineralization, 4) sericitic and argillic clay alteration, 5) calc-silicate
mineral formation in calcareous rocks, and 6) supergene oxidation of sulfides.
The introduction of quartz as the groundmass of various types of rocks and in
more coarsely crystalline veins is the most important alteration feature
associated with hydrothermal mineralization. Fine-grained quartz replaced
sedimentary rocks along fracture and shear zones. The intensity of
silicification is variable and ranges from complete jasperoidal replacement to
silicification mixed with sericitic and argillic clays and quartz veinlets. The
silicified zones commonly contain sulfide minerals including pyrite, pyrrhotite,
arsenopyrite and the copper-bearing minerals chalcopyrite and tetrahedrite. In
surface outcrops the sulfide minerals are commonly altered to iron oxide
minerals. Calcite, quartz and barite gangue minerals occur with the quartz.
The quartz veins and stockwork veinlet zones contain individual sulfide-rich
veins ranging in width from less than 1 mm to several tens of meters. The quartz
is fine-grained, gray and glassy, and contains ubiquitous sulfide-sulfosalt
minerals. Pyrite, pyrrhotite, and arsenopyrite are most abundant within the
mineralized veined zones. Base metal sulfide and sulfosalt minerals are less
common and include: chalcopyritre, sphalerite, galena. The vein mineralization
is discussed in more detail below in the section of mineralization.
Sericitic and argillic clay alteration commonly occur with both groundmass and
vein-type hydrothermal silicification. The siliceous clastic host rocks are
commonly bleached and variably altered to secondary clays. Sericitic alteration
is most common closest to the most intense zones of silicification and because
it contains introduced quartz and pyrite, it is very similar to the phyllic
alteration zones related to porphyry-style mineralization. Argillic clays are
intermixed with silica in less strongly altered areas and are commonly crosscut
by quartz microveinlets and contain both disseminated and massive concentrations
of secondary iron oxide minerals.
Calc-siliciate minerals are well developed in the calcareous clastic rocks
exposed in Rocky Canyon and to a lesser degree in Whisky Canyon to the north.
Most of the exposed rocks are calc-silicate hornfels that consist of
recrystallized host rocks containing quartz, diopside, epidote and fine-grained
actinolite (+tremolite) in fractures and in veins in association with calcite
and quartz.
Mineralization
Two main types of mineralization are present on the Whisky Canyon Property: 1) a
silver-base metal type, and 2) a gold-silver-arsenic type with minor base
metals. The two types show an apparent regional zonation. Type 1 is most common
and strongest or best developed from Whisky Canyon northward to the Betty O'Neal
mine. The type 2 is prominent at Whisky Canyon and southward into Rocky Canyon.
The silver-dominant mineralization was the focus of most of the historic mining
activity and was centered at the Betty O'Neal mine and surrounding area. Silver
mineralization occurs in quartz-calcite-barite-sulfide veins ranging from less
than 1 cm to tens of meters in width. Many of the veins were hundreds to
thousands of feet long and were worked down-dip for many hundreds of feet.
Well-defined, prominent, structurally-controlled veins eventually exhibit a
transition along strike and down-dip into thin, poorly-defined veins that
commonly grade into quartz-calcite stringer or stockwork zones before
disappearing altogether. Most veins exhibit a crude banding, with calcite and
barite in contact with the wallrocks and milky white massive to colorless
crystallized quartz in the center of the veins. The internal quartz zone
commonly is brecciated and contains open spaces lined with crystallized quartz
and sulfide minerals. Almost all of the sulfide minerals are restricted to the
quartz portion of the veins. The sulfide mineralogy includes: pyrite,
tetrahedrite (freibergite), galena, sphalerite, chalcopyrite, stephanite and
stibnite.
Gold mineralization occurs in veins, fault breccia zones, and low-angle shear
zones and is most abundant at the head of Whisky Canyon. Similar mineralization
is also exposed south of Whisky Canyon in the Rocky Canyon drainage and in the
Lucky Rocks area. Most of the early exploration for gold and
20
production from high grade ore took place between the late 1880's and 1920's.
The Celestine O'Neal mine at the head of Whisky Canyon was the site of
intermittent mining through about 1923.
The gold mineralized zones occur as steeply-dipping high-angle veins and fault
breccias and as low angle-shear-breccia zones. Most mineralized veins and
high-angle breccias zones are relatively narrow (less than 1 to about 20 feet in
width), while the low-angle shear-breccia zones are typically 2 to 50 feet
thick. The vein and steeply-dipping fault breccia mineralization consists of
varying mixtures of quartz and calcite gangue containing abundant sulfide
minerals. The sulfide minerals include pyrite, arsenopyrite, chalcopyrite,
sphalerite and tetrahedite. Secondary copper minerals occur in oxidized zones
with iron oxide minerals and scorodite. Low angle zones contain mineralization
that is generally less distinctive and contains abundant clay minerals. Most of
the shear zone mineralization is more intensely oxidized relative to the vein
mineralization. The silver content of the veins is variable. Values up to
several ounces silver per ton are common.
Exploration drilling has identified several areas of low grade gold
mineralization. The primary focus of gold exploration has been in upper Whisky
Canyon (Noranda, Draco Minerals, St. George), upper Rocky Canyon (Draco
Minerals), the Luck Rocks area (St. George, Reynolds Metals) now owned by
Cameco, and along the range front just south of the mouth of Rocky Canyon
(Cameco). The Corporation controls the Whisky Canyon area, upper Rocky Canyon
and the range front just west of the Lucky Rocks ridge and north of the Cameco
project area.
Several drill holes on the Whisky Canyon Property encountered thick intercepts
of gold mineralization (e.g. 35.3 feet @ 0.140 ounces per ton, 20 feet @ 0.232
ounces per ton, 10 feet @ 0.345 ounces per ton) and many long 20 to 60 foot
intercepts of 0.0X0 ounces per ton. A preliminary review of the Noranda and
Draco Minerals drilling information suggests that the best gold-bearing zones in
Whisky Canyon occur beneath low-angle thrust-shear zones that dip at shallow
angles to the southwest. These zones are 5 to greater than 100 feet thick and
are commonly mineralized. However, the fluids are believed to have moved along
the steeply dipping vein and fault-breccia-vein zones that contain the largest
amounts of gold. Several of these features are exposed at the Celesite O'Neal
mine and throughout Whisky Canyon. The steeply dipping high grade zones and the
shallow dipping lower grade zones are targets for drilling.
Geochemistry
The Whisky Canyon Property is geochemically anomalous with respect to Au, Ag,
As, Cu, Pb, Zn, Sb, Ba and locally Bi and Hg. A non-statistical inspection of
the geochemical results available to date indicates that mineralized areas
commonly contain gold values in the 1-30 ppm or gram per ton range and silver in
the 1 to 1,000 ppm range. Arsenic, lead, zinc and copper commonly range from 500
to greater than 1,000 ppm, bismuth is in the 10 to greater than 100 ppm and
mercury 0.1 to 1.0 ppm. Elemental values are highest in the strongly mineralized
ore zones.
Amounts of gold (greater than 1 gram per ton) occur in both rock and soil
samples east of the drilled area in Whisky Canyon. The anomaly extends east for
at least 2500 feet from the drilled zone. The size of the anomaly is poorly
defined because of limited rock and soil sampling completed in this area to
date. The eastward extension significantly increases the size of the known area
of anomalous gold mineralization.
Exploration
The Corporation is currently doing surface geologic mapping at a scale of 1 inch
to 400 feet (1:4800) which will cover the entire property. A program of surface
rock and soil sampling is planned to better define areas of anomalous metals.
This will also be done over areas which show rock alteration.
Areas which are found to contain anomalous contents of metals overlapping
altered rocks will then be mapped in greater detail such as at 1 inch to 200
feet (1:2400).
21
The Corporation is doing several types of geophysical studies including ground
and airborne magnetic surveys, geologic mapping and soil and rock sampling.
Induced polarization ("I.P.") surveys may also be done over select areas to
locate zones that could contain sulfide minerals commonly associated with gold
to better define targets for drilling.
The combined results of geologic mapping, geochemical sampling and geophysical
studies will be used to plan a future drilling program.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The Corporation is involved in mineral exploration activities in Nevada, USA. To
date, it has no revenue from operations. Expenditures related to mineral
exploration are capitalized and corporate overhead generated items are expensed.
Exploration and overhead expenditures fluctuate depending on the exploration
stage of the Corporation's various projects and on the amount of available
working capital. The Corporation is not restricted in its ability to transfer
funds to its subsidiaries.
On November 28, 1997, the Corporation acquired three exploration licenses in the
Bac Giang Province in Vietnam. The Corporation satisfied the minimum exploration
expenditures required on this project during the first year of the licenses;
however, because of the unsatisfactory results of the Corporation's exploration
program, as well as the uncertainties regarding renewal of its exploration
licenses by the Vietnamese government, the Corporation decided not to expend any
further amounts on this project. As of February 28, 1999, the end of the
Corporation's first quarter, the Corporation wrote off $154,129 and abandoned
the Bac Giang Project. The Corporation's abandonment and write-off of the Bac
Giang Project was disclosed to its shareholders, the regulatory authorities and
the public when its first quarter financial statements were released on April
29, 1999. The Corporation therefore has no further activities in Vietnam at this
time.
The Corporation did not engage, does not currently engage, nor does it expect to
engage, in any hedging transactions to protect against fluctuations between
Canadian currency and the U.S. and Vietnamese currencies. The Corporation's
expenses are denominated in both Canadian and U.S. currencies. All expenses
incurred in Vietnam were paid for in U.S. currency.
The following discussion of the operating results and financial position of the
Corporation should be read in conjunction with the Corporation's consolidated
financial statements (and related notes).
RESULTS OF OPERATIONS
- ---------------------
RESULTS OF OPERATION
The net loss for the nine months ended November 30, 2001 was $265,899 or $0.10
per share in comparison with $1,459,273 or $0.53 per share for the same period
last year. The increase in loss is due to the write off of exploration costs of
the Standard Creek property and the the write off of mineral properties. Fully
diluted earnings (loss) per share is the same as basic (loss) per share for the
year ended November 301, 2001as stock options are considered anti-dilutive (see
Note 3 "Loss per Share").
YEAR ENDED NOVEMBER 30, 2001
Net loss for the year ended November 30,2001 under Canadian GAAP was $265,899 as
compared to $1,459,273 for the year ended November 30, 2000. The decrease in
losses is mainly due to the decreased cost in the acquisition of mineral
properties and decreased exploration costs.
22
Net loss for the year ended November 30, 2001 under US GAAP was $265,899 ( 2000
- - $1,090,823 1999 - $1,115,022; 1998 - $893,190; 1997 - $893,190; 1996 -
$721,,371). The comparison of loss per Canadian GAAP was calculated as follows:
2001 2000 1999 1998 1997 1996
Loss for the year per
Canadian GAAP $265,899 $1,459,273 $889,836 $228,802 $201,105 $ 85,849
Compensation expense on
Granting Stock Options (1) $228,422 $ 476,404
Acquisition of Mineral
Properties(2) $ -- $ 132,577 $120,471 $ 40,742 $63,429 $ 3,780
Deferred Exploration
Costs (2) $ -- 88,823 $ 37,609 $456,744 $601,569
--------- ---------- -------- -------- ---------
Loss for the year
Under US GAAP $265,899 $1,090,823 $1,155,022 $893,190 $916,536 $721,375
======== ========== ========== ======== ======== ========
(1) Statement of Financial Accounting Standards No 123 ("SFAS No. 123"),
entitled "Accounting for Stock Based Compensation", published by the
U.S. Financial Accounting Standards Board, requires a company to
establish a fair market value based methods of accounting for stock
based compensation plans. Canadian generally accepted accounting
principals do not require the reporting of any stock based compensation
expense in the Company's financial statements.
For compliance with United States generally accepted accounting
principals, the company uses the Black Scholes Option Pricing model to
determine the fair market of all incentive stock options at the grant
date.
(2) Under Canadian generally accepted accounting principals, the costs of
acquiring and exploring mineral properties are capitalized prior to
commercial feasibility and written down if the properties are
abandoned, sold or if management decides not to pursue the properties.
Under United States generally accepted accounting principles,
exploration and prospecting costs are charged to expense as incurred,
as are development costs for projects not yet determined by management
to be commercially feasible. This would result in a greater net loss
under U.S. GAAP.
Total assets of the Corporation decreased from $1,396,861 as at November 30,
2000 to $118,964 as at November 30, 2001. During the year, the Corporation
received $0 from the sale of marketable securities and $0 from exercise of stock
options. During the year the Corporation received $125,000 from a private
placement.
In 2010, the Corporation expanded a total of $19,293 on exploration programs on
the Whisky Canyon, and Bet properties in Nevada as compared to $413,538 in 2000.
YEAR ENDED NOVEMBER 30, 2000
Net loss for the year ended November 30, 2000 under Canadian GAAP was $1,459,273
as compared to $899,835 for the year ended November 30, 1999. The increase in
losses was mainly due to write-off of
23
mineral properties for $632,326, deferred exploration costs for 154,282, and
write-down of marketable securities for $0.
Total assets of the Corporation decreased from $2,657,747 as at November 30,
1999 to $1,396,861 as of November 30, 2000. During the year, the Corporation
received $0 from a private placement and $0 from exercise of stock options.
In 1999, the Corporation expanded a total of $88,823 on exploration programs on
the Whisky Canyon, Iowa, and Bet properties in Nevada as compared to $224,638 in
1999. The lower expenditure was due to depressed gold price and the decision by
the Corporation to preserve its funds. The Corporation did not spend any
material amounts on the Standard Creek property and in Vietnam.
YEAR ENDED NOVEMBER 30, 1999
Net loss for the year ended November 30, 1999 under Canadian GAAP was $899,836
as compared to $228,802 for the year ended November 30, 1998. The increase in
losses was mainly due to write-off of mineral properties for $32,900, deferred
exploration costs for 154,282, and write-down of marketable securities for
$374,526.
Total assets of the Corporation decreased from $3,531,892 as at November 30,
1998 to $2,657,747 as of November 30, 1999. During the year, the Corporation
received $80,250 from a private placement of 535,000 shares at $0.20 per share
and $4,000 from exercise of stock options. The Corporation also issued 53,500
common shares as finder's fees for the above private placement.
In 1999, the Corporation expanded a total of $224,638 on exploration programs on
the Whisky Canyon, Iowa, and Bet properties in Nevada as compared to $328,276 in
1998. The lower expenditure was due to depressed gold price and the decision by
the Corporation to preserve its funds. The Corporation did not spend any
material amounts on the Standard Creek property and in Vietnam.
Due to the unsatisfactory results of the Corporation's exploration program, as
well as the uncertainties regarding renewal of its exploration licenses by the
Vietnamese government, the Corporation decided to write-off its acquisition cost
of $32,900 and its exploration costs of $154,129 in March 1999.
YEAR ENDED NOVEMBER 30, 1998
Net loss for the year ended November 30, 1998 under Canadian GAAP was $228,802
as compared to $201,105 for the year ended November 30, 1997. The increase in
losses was due to an increase in general and administrative expenses.
Total assets of the Corporation decreased from $3,674,665 as at November 30,
1997 to $3,531,892 as of November 30, 1998. The Corporation raised $20,000
through the exercise of stock options. A total of 100,000 Common Shares were
issued for cash by the Corporation during the 12 month period ended November 30,
1998 pursuant to the above-described exercise of stock options.
The Corporation did not expend material sums on exploration of the Standard
Creek Property because the results of the exploration program on the property.
The cost of maintaining the property is minimal at a cost of approximately
$290.00 per year. Therefore, the Corporation maintained its Standard Creek
Property because of the potential for mining the property in the future.
In 1998, the Corporation expended a total of $328,276 on exploration programs on
the PW, Whisky Canyon, and ICP Properties in Nevada. The increase in
expenditures from 1997 was because the majority of the implementation of the
exploration programs conducted on these properties occurred in 1998.
24
In 1998, the Corporation expended a total of $128,468 on its Bac Giang Project
in Vietnam, compared to $25,661 in 1997. The rise in expenditures was due to the
Corporation's implementation of an exploration program on the project.
YEAR ENDED NOVEMBER 30, 1997
Net loss for the year ended November 30, 1997 was $201,105 as compared to
$85,849 for the year ended November 30, 1996. Before the write-down of deferred
exploration costs incurred in Mexico, net loss for fiscal year 1997 was $23,629,
compared to $85,849 for the same period in 1996. The decrease in losses was due
to an increase in interest income and a gain on foreign exchange from a large US
cash balance throughout the year.
Total assets of the Corporation increased from $2,570,125 as at November 30,
1996 to $3,674,665 as of November 30, 1997. The Corporation raised $1,306,129
through private placements and the exercise of stock options.
In 1997, the Corporation expended a total of $422,682 on creation and completion
of an exploration of the Standard Creek Property. This increase from 1996 was
due to the fact that the Corporation acquired the Standard Creek Property in
1996, but did not conduct any exploration activities thereon until 1997.
In 1997, the Corporation expended a total of $153,226 on the Whisky Canyon, PW
and ICP Properties in Nevada. The increase from 1996 was due to the fact that
the Corporation did not own any of the properties in 1996
In 1997, the Corporation expended a total of $25,661 on its exploration program
for the Bac Giang Project in Vietnam. The increase in expenditures on this
project from 1996 was due to the fact that the Corporation purchased the Bac
Giang Project in 1996, but did not begin its exploration program thereon until
1997.
The Corporation has the financial ability to increase its exploration budget if
results justify increased activity on any of its properties.
A total of 3,234,507 Common Shares were issued for cash by the Corporation
during the 12 month period ended November 30, 1997 pursuant to the
above-described private placements and the exercise of stock options.
YEAR ENDED NOVEMBER 30, 1996
Net loss for the year ended November 30, 1996 was $85,849 as compared to $2,705
for the year ended November 30, 1995. The increase was due to the Corporation's
investigating various properties for possible acquisitions. During the 1996
fiscal year the Corporation raised $1,814,871 through private placements,
exercise of stock options and subscriptions received in advance. A total of
2,450,000 common shares were issued for cash.
The Corporation obtained the Standard Creek Property in February 1996, and did
not expend any monies on exploration in that year. The Corporation expended no
monies on the Bac Giang Project in 1996. The Corporation expended no monies on
the Nevada Properties in 1996 because it did not own the properties.
YEAR ENDED NOVEMBER 30, 1995
- ----------------------------
There was no activity in the year ended November 30, 1995.
25
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Corporation's primary source of funds since incorporation has been from the
sale of its Common Shares through private placements and the exercise of
incentive stock options and share purchase warrants. The Corporation has no
revenue from mining to date and does not anticipate mining revenues in the
foreseeable future. The Corporation believes that it has adequate working
capital to proceed with its planned exploration programs.
The Corporation has no loan agreements or other current financing plans to raise
additional capital. However, the Corporation's Board of Directors may seek to
increase the exploration budget through private placements if the Corporation
receives positive geological results warranting future exploration.
The Corporation has made one commitment for capital expenditures for the
remainder of the fiscal year. The capital expenditure will be made on the Whisky
Canyon Property. Under the terms of the Mining Lease and Option Agreement, the
Corporation agreed to pay St. George Metals at total of $150,000 USD in
exploration expenditures by July 9, 2000. These funds were paid from the
Corporation's general working capital.
The Corporation does not know of any trends, demands, commitments, events or
uncertainties that will result in, or that are reasonably likely to result in,
the Corporation's liquidity either materially increasing or decreasing at
present or in the foreseeable future. Material increases or decreases in the
Corporation's liquidity are substantially determined by the success or failure
of the Corporation's exploration programs or the future acquisition of projects.
Year Ended November 30, 2001
During the year ended November 30, 2001, The corporation used $151,574 of its
cash resources for operating activities and $42,215 in its investing activities.
Included in the investing activities was $20,186 for mineral properties, $19,293
for exploration costs, and $1,772 in costs incurred in investigating potential
investments. These activities were funded by the initial cash balance on hand at
the beginning of the year plus funds raised during the year. During the fiscal
year, the Corporation received $125,000 from a private placement As a result the
Corporation had a negative cash flow of $265,899 and a cash balance of $58,833
as at November 30, 2001.
Year Ended November 30, 2000
During the year ended November 30, 2000, The corporation used $219,088 of its
cash resources for operating activities and $153,017 in its investing
activities. Included in the investing activities was $132,577 for mineral
properties, $88,823 for exploration costs, and $98,950 in costs incurred in
investigating potential investments. These activities were funded by the initial
cash balance on had at the beginning of the year plus funds raised during the
year. During the year, the Corporation received $110,290 from the exercise of
stock options. As a result the Corporation had a negative cash flow of
$1,459,273 and a cash balance of $128,622 as at November 30, 2000.
Year Ended November 30, 1999
During the year ended November 30, 1999, The corporation used $443,646 of its
cash resources for operating activities and $463,575 in its investing
activities. Included in the investing activities was $97,106 for mineral
properties. $224,791 for exploration costs, and $146,450 for an investment in a
private company incorporated in the State of Washington. These activities were
funded by the initial cash balance on had at beginning of year plus funds raised
during the year. In September 30, 1999, the Corporation completed a private
placement of $80,250 for issuing the 535,000 common shares. During the year, the
Corporation also received $4,000 from the exercise of stock options. As a result
the Corporation had a negative cash flow of $822,971 and a cash balance of
$18,332 as at November 30, 1999.
26
Year Ended November 30, 1998
During the year ended November 30, 1998, the Corporation used $95,843 of its
cash resources for operating activities, which was included in a net loss for
the year of $228,802, reduced by a recovery of $132,959 in non-cash and working
capital items. Expenditures on investing activities amounted to $1,383,299, an
increase of $532,660 from the previous year. The 1998 expenditures included
mineral properties acquisition and exploration of $621,449 and an investment in
the amount of $761,850 in Indico Technologies Corporation, a corporation listed
on the Alberta Stock. During the year ended November 30, 1998, the Corporation
issued a total of 100,000 shares at the price of $0.20 for exercise of stock
options. As of November 30, 1998, the consolidated cash equivalent amounted to
$841,303, a decrease of $1,459,142 from the beginning of the year.
Year Ended November 30, 1997
During the year ended November 30, 1997, the Corporation used $332,579 of its
cash resources for operating activities, after deducting net loss for the year
of $201,105. Items generated from non-cash operating activities included
amortization of $6,348, write-off of deferred exploration costs of $177,476 and
$349,860 in working capital items. Expenditures on investing activities amounted
to $850,639, an increase of $818,893 over the previous year. The 1997
expenditures included $829,478 for acquisition and exploration of mineral
properties and $21,161 for the purchase of capital assets. During the year ended
November 30, 1997, the Corporation raised a total of $2,681,529 by issuing
2,984,507 shares through private placements (the Corporation received $1,375,000
of the private placement funds prior to November 30, 1996) and 250,000 shares
through exercise of stock options. As a result, there was a net increase of
$788,069 in cash and equivalent for the year. As of November 30, 1997, the
Corporation had a total cash and equivalent of $2,300,445.
Year Ended November 30, 1996
During the year ended November 30, 1996, the Corporation used $497,500 of its
cash resources for operating activities, including a net loss for the year of
$85,849 and $411,651 in non-cash working capital items. Expenditures on mineral
properties amounted to $31,746. During the year, the Corporation raised $439,471
through private placements and the exercise of stock options. In addition, the
Corporation also received $1,375,400 in share subscriptions from the private
placement completed in 1997. With total cash of $1,814,871 from financing, the
Corporation had a net increase of $1,285,625 in cash resources for the year. As
of November 30, 1996, the Corporation's cash position was $1,512,376.
SIGNIFICANT UNCERTAINTIES
The Corporation currently does not have any producing mineral properties but is
seeking mineral property prospects. These projects may be subject to substantial
regulatory requirements, financing needs, and economic uncertainties. There is
no assurance that the Corporation can raise the additional funds necessary to
complete the development work and, if warranted, bring the property into
production. There is also no assurance that the property will prove to be
profitable if it is brought into production.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
The following table sets forth the names and addresses of each of the directors
and officers of the Corporation, their principal occupations and their
respective date of commencement of their term with the Corporation. All
directors and officers hold office until the next annual general meeting of
shareholders of the Corporation or until successor be appointed.
27
- -------------------------------------------------------------------------------------------------------------------
NUMBER OF
COMMON SHARES OF
THE CORPORATION
BENEFICIALLY OWNED PERCENTAGE OF
NAME, OR DIRECTLY/ ISSUED SHARE
MUNICIPALITY OF RESIDENCE PRINCIPAL OCCUPATION DURING THE INDIRECTLY CAPITAL (3)
AND POSITION WITH CORPORATION PAST FIVE YEARS CONTROLLED (2) (3)
- --------------------------------------------------------------------------------------------------------------------
GARY FREEMAN President and Director of Triband 150,000 5.4%
Vancouver, British Columbia Enterprise Corp. from March, 2000
Canada to present. Mr. Freeman has been
President and Director in the investment community for
over 18 years and has been responsible for
the financing of many public companies,
such as Lion Lake Resources, Palmer
Resources and Indico Technologies. He has
worked in the development and the
structuring of projects from early stages.
Mr. Freeman began working with Triband in
1996 and had worked as project
co-coordinator on a contract basis.
- --------------------------------------------------------------------------------------------------------------------
JERRY G. POGUE (1) Past President of Triband 41,861 1.5%
Vancouver, British Columbia Enterprise Corp.. Mr. Pogue is a
Canada self-employed business consultant
Director and has been a financier since
1994. Mr. Pogue was previously the
President, CEO, Chairman and a
Director of Palmer Resources Ltd.
from May, 1996 to February, 1999;
Prior to 1994 was a Registered
Representative with National
Securities Corp., Seattle, WA, USA
from 1981 to 1993
- --------------------------------------------------------------------------------------------------------------------
SAM SZJMAN Director and Corporate Secretary of Nil N/A
Vancouver, British Columbia the Company since March, 2000.
Canada Independent Corporate Finance Consultant
Corporate Secretary and Director from 1995 to present; Director and Vice-
President, Legal Affairs of First
Continental Bancorp., a private
specialized commercial, asset-based
finance company from 1996 to 1999
- --------------------------------------------------------------------------------------------------------------------
MICHAEL BARTLETT President and Owner of Leisure Nil N/A
Florida, USA Capital & Management Inc., a
Director company which specializes in the
pre-development, start-ups in innovative
strategic, conceptual, economic and
financial solutions from 1989 to present;
from 1998 director, chairman and President
of Indico Technologies Corporation, a
public company trading on the Canadian
Venture Exchange; from 1996 to present,
President & CEO of Creative Entertainment
& Technologies, Inc., a public company
trading on the Canadian Venture Exchange;
from January 1996 to 1995 President and
CEO of National Maritime Authority
- --------------------------------------------------------------------------------------------------------------------
WILLIAM R. GREEN (1) Mr. Green is responsible for the Nil N/A
Company's mineral exploration
projects in Nevada. President,
Chairman and Director from 1996 to
present of Mines Management Inc., a
public company which trades on the
NASD's OTC Electronic Bulletin
Board; President and Director of
Maya Gold Limited, a public company
listed on the Canadian Venture
Exchange from 1998 to present;
Vice-President and Director of
Petromin Resources Ltd., a public
company listed on the Canadian
Venture Exchange from 1991 to
present; Vice-President and
Director of Yamana Resources, a
public company listed on the
Toronto Stock Exchange from 1994 to
1995
- --------------------------------------------------------------------------------------------------------------------
(1) Member of the Audit Committee of the Corporation
28
(2) Common shares and options beneficially owned, directly or indirectly, or
over which control or direction is exercised, as at the date hereof, based
upon information furnished to the Corporation by individual directors and
officers. Unless otherwise indicated, such shares or options are held
directly. These figures do not include shares that may be acquired on the
exercise of any share purchase warrants held by the respective directors
and officers. Details of options held by the directors and officers are set
forth under "Options and Other Rights to Purchase Shares - Outstanding
Stock Options".
(3) The directors, officers and other members of management of the Corporation,
as a group beneficially own, directly or indirectly, 191,861 Common Shares
of the Corporation, representing 6.9% of the total issued and outstanding
Common Shares of the Corporation as at May 30, 2001.
MANAGEMENT
At the annual general meeting on March 24, 2000, Gary Freeman and William R.
Green were elected as directors of the Company. On the same date, Gary Freeman
was appointed as President replacing Jerry Pogue who retired and Sam Szajman
appointed as Corporate Secretary.
Gary Freeman provides his services as President to the Company on a full time
basis. The Company has no other full or part time employees and hires
consultants on an as needed basis.
INVESTOR RELATIONS
In March 2000, the Company entered into an agreement with Barry Kaplan
Associates of New Jersey to provide investor relations services to a period of
one year at a fee of US$5,000 per month plus expenses. The Company terminated
the above agreement in August 2000.
COMPENSATION OF DIRECTORS AND OFFICERS
The following tables set forth all annual and long term compensation for
services in all capacities to the Corporation and its subsidiaries for each of
the past three completed fiscal years in respect of each of the individuals who
were, as of November 30, 2000, the Chief Executive Officer and the other four
most highly-compensated executive officers of the Corporation (collectively the
"Named Executive Officers") including any individual who would have qualified as
a Named Executive Officer but for the fact that individual was not serving as
such at the end of the most recently completed financial year.
29
SUMMARY COMPENSATION TABLE
--------------------------
- -------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
Awards Payouts
- -------------------------------------------------------------------------------------------------------------------------
Common Restricted
Shares Shares or All other
Other Under Restricted LTIP Compensation
Name and Principal Fiscal Salary Bonus Annual Comp Options\ Share Payout ($)
Position Year End ($) ($) ($) SARs granted Units ($) ($)
(#)
- -------------------------------------------------------------------------------------------------------------------------
Gary R. Freeman, Nov 30/01 $60,000 Nil Nil 90,000, Nil Nil Nil
Director, President
Nov 30/00 $60,00 Nil $30,000
- -------------------------------------------------------------------------------------------------------------------------
Jerry G. Pogue Nov 30/01 Nil Nil Nil 45,000 N/A N/A N/A
Director,
Nov 30/00 $ N/A N/A 45,000 N/A N/A N/A
Nov 30/99 51,250 Nil Nil Nil Nil Nil Nil
Nov.30/98 $55,000 Nil Nil Nil Nil Nil Nil
Nov.30/97 $46,000 Nil Nil 100,000 Nil Nil Nil
Nov.30/96 Nil
Nil
- -------------------------------------------------------------------------------------------------------------------------
William R. Green, Nov30/01 Nil $10,000 20,000 NA N/A N/A
Director
Nov 30/00 $6,787
- -------------------------------------------------------------------------------------------------------------------------
Michael Bartlett, Nov 30/00 20,000
Director
- -------------------------------------------------------------------------------------------------------------------------
Shalom (Sam) Nov 30/01 Nil Nil $5,000 20,000 N/A N/A N/A
Szajman, Director
Nov 30/00 $1,400
- -------------------------------------------------------------------------------------------------------------------------
James T. Martin Nov. 30/99 N/A N/A N/A N/A N/A N/A N/A
Past Director Nov.30/98 Nil Nil Nil Nil Nil Nil Nil
Nov.30/97 Nil Nil Nil Nil Nil Nil Nil
Nov.30/96 Nil Nil Nil 292,500 Nil Nil Nil
- -------------------------------------------------------------------------------------------------------------------------
Larry W. Reaugh Nov. 30/99 N/A N/A N/A N/A N/A N/A N/A
Former Director Nov.30/98 Nil Nil Nil Nil Nil Nil Nil
Nov.30/97 Nil Nil Nil Nil Nil Nil Nil
Nov.30/96 Nil Nil Nil Nil Nil Nil Nil
- -------------------------------------------------------------------------------------------------------------------------
Arthur S. Radtke Nov. 30/99 N/A N/A N/A N/A N/A N/A N/A
Past Nov.30/98 66,590(1) Nil Nil 50,000 Nil Nil Nil
Vice-President. Nov.30/97 63,994(1) Nil Nil Nil Nil Nil Nil
Exploration & Nov.30/96 Nil Nil Nil 100,000 Nil Nil Nil
Former Secretary
- -------------------------------------------------------------------------------------------------------------------------
Timothy J. Percival Nov. 30/99 N/A N/A N/A N/A N/A N/A N/A
Former Director of Nov.30/98 151,973 Nil Nil 25,000 Nil Nil Nil
a Subsidiary (4) Nov.30/97 116,668 Nil Nil 25,000 Nil Nil Nil
Nov.30/96 Nil Nil Nil Nil Nil Nil Nil
- -------------------------------------------------------------------------------------------------------------------------
David L. Seymour Nov.30/978Nov.30/97309 Nil Nil 95,000 Nil Nil Nil
Former Director Nov.30/96 Nil Nil Nil Nil Nil Nil Nil
(2)(3) Nil Nil Nil 100,000 Nil Nil Nil
- -------------------------------------------------------------------------------------------------------------------------
(1) Paid to Cougar Metals International, Inc., of which Mr. Radtke is the
primary owner and provides geology consulting services to the Corporation.
30
(2) The Corporation provided a $60,000.00 interest free loan to David L.
Seymour in June, 1997 which was fully repaid in February, 1998.
(3) Mr. Seymour was a Director of the Corporation from August 22, 1996 to
November 24, 1998.
(4) Is a Director of the Corporation's subsidiary Triband Resource US Inc. and
provides geology consulting services.
No other executive officer received direct or indirect compensation from any
source for services provided to the Corporation during the most recently
completed financial year.
Mr. Gary Freeman became a director and President as of March 24, 2000.
OUTSTANDING WARRANTS FROM PREVIOUS PRIVATE PLACEMENTS
As of November 30, 2001, there were warrants outstanding for the right to
purchase 1,250,000 common shares exercisable at the price of $0.12 per share
until October 10, 2002 and at $0.15 per share until October 20, 2003. These
options are owned by G.F. Consulting, of Vancouver, B.C. Canada as to 150,0000,
Dr. Harry Killas Inc., of Vancouver, B.C., Canada as to 50,000, Norm Jeske of
Vancouver, B.C. Canada as to 250,000, Christian Russenberger of Waedenswil,
Switzerland as to 200,000, Nicolas Mathys of Baar Switzerland as to 150,000,
Carrera Investments of Nassau, Bahamas as to 150,000, Rakesh Dhir of Edmonton
Alberta, Canada as to 100,000, S.Yasin Developments of Richmond, B.C. Canada as
to 50,000 and Ronald Fisher of Vancouver, B.C. as to 200,000.
As of September 30, 2000, there were warrant outstanding for the right to
purchase 87,000 common shares, exercisable at the price of $0.17 per share until
September, 2001. These options are owned by Carrera Investments of Shirley
House, 50 Shirley Street, P.O. Box N-8426 Nassau, Bahamas.
DEFINED BENEFIT OR ACTUARIAL PLAN DISCLOSURE
- --------------------------------------------
The Corporation has no defined benefit or actuarial plans.
TERMINATION OF EMPLOYMENT, CHANGES IN RESPONSIBILITY AND EMPLOYMENT CONTRACTS
- -----------------------------------------------------------------------------
The Corporation does not presently have any outstanding employment contracts.
MANAGEMENT AND CONSULTING CONTRACTS
- -----------------------------------
The Corporation currently utilizes the services of Mr. William R. Green, a
director of the Corporation to provided geological and consulting services to
the Corporation with respect to its existing properties and in identifying other
properties of potential interest.
Pursuant to a Letter of Engagement dated February 18, 1997 ("Letter of
Engagement") the Corporation engaged the geological services of Mr. Timothy J.
Percival. Under the Letter of Engagement the Corporation compensates Mr.
Percival at a rate of $350.00 USD/day which is billed on a monthly basis. The
Corporation has also agreed to reimburse Mr. Percival for all reasonable out of
pocket expenses which is also billed on a monthly basis. In addition to this
above, the Corporation has also agreed to reimburse Mr. Percival a total of
$395.00 USD/month towards office expenses. In accordance with the Letter of
Engagement the Corporation has agreed to pay a Finder's Fee if the Corporation
acquires, either by location or by negotiated agreement, a property recommended
by Mr. Percival as a result of data or general information supplied by Mr.
Percival.
COMPENSATION OF DIRECTORS
- -------------------------
The Corporation has no arrangements, standard or otherwise, pursuant to which
directors are compensated by the Corporation for their services in their
capacity as directors, or for committee participation,
31
involvement in special assignments or for services as consultant or expert
during the most recently completed financial year or subsequently.
None of the Corporation's directors have received any manner of compensation for
services provided in their capacity as directors during the Corporation's most
recently completed financial year with the exception of stock options granted to
directors of the Corporation. See Item 12 below.
PROPOSED COMPENSATION
- ---------------------
The Corporation has determined the amount of compensation to be granted to
directors and Named Executive Officers for the 12 months beginning December 1,
2000 as follows:
MONTHLY YEARLY
CDN. CDN.
----------------------------------------------------------------
Gary Freeman $5,000 $60,000
Except as disclosed above, the Corporation has no standard arrangement pursuant
to which Named Executive Officers or directors of the Corporation are
compensated by the Corporation for their services, except for the granting from
time to time of incentive stock options in accordance with policies of the
Canadian Venture Exchange.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
The Corporation participated in a private placement dated March 23, 1998, with
Indico Technologies Corporation ("Indico"), a corporation listed on the Canadian
Venture Exchange (formerly the Alberta Stock Exchange). The Corporation
purchased 704,225 Units of Indico at a price of $0.71 US per Unit in September,
1998. Each Unit consists of one common share of Indico and one share purchase
warrant exercisable for one common share on or before September 11, 2000 at a
price of $2.00 CND. per common share. Indico Technologies Corporation and the
Corporation do not have any common directors or officers.
The Corporation currently utilizes the services of Mr. Arthur Radtke, its
Vice-President Exploration and Secretary, as a geologist for the Corporation.
Mr. Radtke has provided geological and consulting services to the Corporation
regarding its existing properties and in helping to identify other properties of
potential interest. The Corporation currently compensates Mr. Radtke by payment
to Cougar Metals International, Inc., a company owned by Mr. Radtke. Mr. Radtke
was hired as a consulting geologist and was appointed an officer of the
Corporation at that time. The compensation paid to Mr. Radtke is comparable to
that which would have been paid for services rendered by unaffiliated parties.
There is also a Stock Option Agreement between the Corporation and Mr. Radtke
dated June 10, 1998 whereby Mr. Radtke was granted options for the right to
purchase 50,000 common shares, exercisable at a price of $0.45 per share.
Pursuant to a Letter of Engagement dated February 18, 1997 ("Letter of
Engagement") the Corporation engaged the geological services of Mr. Timothy J.
Percival. Under the Letter of Engagement, the Corporation compensates Mr.
Percival at a rate of $350.00 USD/day, billable on a monthly basis. The
Corporation has also agreed to reimburse Mr. Percival for all reasonable out of
pocket expenses. In addition to the above, the Corporation has also agreed to
reimburse Mr. Percival a total of $395.00 USD/month towards office expenses. In
accordance with the Letter of Engagement, the Corporation has agreed to pay a
finder's fee to Mr. Percival if the Corporation acquires a property based upon
general information and data supplied by Mr. Percival. The Corporation paid a
total of $151,973 during its last fiscal period to Mr. Percival. Mr. Percival
was hired as a consulting geologist for the Corporation. The compensation paid
to Mr. Percival is comparable to that which would have been paid for services
rendered by unaffiliated parties.
32
The Corporation also executed two Stock Option Agreements with Mr. Percival. The
first agreement is dated May 8, 1997, and grants Mr. Percival 25,000 options
exercisable at a price of $0.45 per share. The second Stock Option Agreement,
dated June 10, 1998, grants 25,000 options to Timothy J. Percival exercisable at
a price of $0.45 per share
The Corporation paid a total of $ 55,000 during its last fiscal period to Mr.
Jerry G. Pogue in consulting fees. Mr. Jerry G. Pogue also has two separate
Stock Option Agreements with the Corporation, one dated September 11, 1996 for
the right to purchase 100,000 common shares at the exercise price of $0.15 and
the other dated April 4, 2000 for the right to purchase 125,000 common shares at
the exercise price of $0.52 per share.
The Corporation paid a total of $ 18,750 during the 1999 fiscal period to Mr.
Gary Freeman in consulting fees. Mr. Gary Freeman also has two separate Stock
Option Agreements with the Corporation, one dated June 10, 1998 for the right to
purchase 20,000 common shares at the exercise price of $0.15 per share and the
other dated April 4, 2000 for the right to purchase 70,000 common shares at the
price of $0.52 per share.
As of February 28, 1999, the end of the Corporation's first quarter, the
Corporation wrote off $154,129 and abandoned the Bac Giang Project in Vietnam
due to the unsatisfactory results of the Corporation's exploration program, as
well as the uncertainties regarding renewal of its exploration licenses by the
Vietnamese government. The Corporation is conducting no further activities in
Vietnam at this time. The Corporation's Bac Giang Project was located adjacent
to the Bac Giang Copper Project, a property formerly owned by Palmer Resources
Ltd. ("Palmer"). Palmer is now a subsidiary of Lyon Lake Mines Ltd. ("Lyon
Lake") pursuant to a share exchange, dated February 11, 1999. In that share
exchange, Lyon Lake acquired all issued and outstanding shares of Palmer by
granting each Palmer shareholder one share of Lyon Lake for each share of Palmer
owned as of the record date. Lyon Lake is a publicly-traded company listed on
the Montreal and Vancouver Stock Exchanges. Jerry G. Pogue and David L. Seymour
were directors and officers of both the Corporation and Palmer. The Corporation
paid a total of $69,548 during its last fiscal period to Palmer for
administrative costs incurred in renting office space from Palmer.
ITEM 8. FINANCIAL INFORMATION
See Item 17
ITEM 9. THE OFFER AND LISTING
The Corporation was incorporated on October 7, 1994. The Common Shares of the
Corporation were listed and posted for trading on the junior capital pool board
of the Alberta Stock Exchange on September 22, 1995 and are currently trading on
the Canadian Venture Exchange under the trading symbol "TBD" trades on the
NASD's OTC Electronic Bulletin Board under the symbol TRBPF. On August 22, 1996,
the Corporation acquired the Standard Creek Property in British Columbia (the
"Major Transaction"). Upon completion of the Corporation's Major Transaction,
the Corporation was no longer considered a junior capital pool corporation
pursuant to the Alberta Stock Exchange Junior Capital Pool Policies, so its
Common Shares thereafter traded on the Alberta Stock Exchange, now the Canadian
Venture Exchange, as a normal course issuer.
ITEM 10. ADDITIONAL INFORMATION
OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES
As at September 30, 2001, the Corporation has granted rights to purchase or
acquire an aggregate of 352,000 Common Shares pursuant to stock options and
other outstanding rights to purchase securities,
33
including the warrants listed below. The closing market price of the Common
Shares on November 30, 2001 as traded on the Canadian Venture Exchange was
$0.13.
OUTSTANDING EMPLOYEE AND DIRECTOR STOCK OPTIONS AS AT NOVEMBER 30, 2000
- -----------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
NO. OF
COMMON EXERCISE MARKET VALUE ON
SHARES SUBJECT DATE OF GRANT/ PRICE DATE OF
NAME OF OPTIONEES TO OPTION (#) REPRICED $ EXPIRY DATE GRANT/REPRICED
- ------------------------------------------------------------------------------------------------------------------------
Arthur S. Radtke (1) 7,000 June 10, 1998 $2.25 June 10, 2003 $24,500
- ------------------------------------------------------------------------------------------------------------------------
Jerry Pogue 20,000 June 1,1999 $0.75 Sept. 11, 2001 $10,000
- ------------------------------------------------------------------------------------------------------------------------
Jerry Pogue 25,000 April 4, 2000 $2.60 April 4, 2005 $9,375
- ------------------------------------------------------------------------------------------------------------------------
Timothy Percival (1) 5,000 June 1, 1999 $0.75 May 8, 2002 $2,500
- ------------------------------------------------------------------------------------------------------------------------
Timothy Percival (1) 5,000 June 10, 1998 $0.75 June 10, 2003 $5,000
- ------------------------------------------------------------------------------------------------------------------------
Gary Freeman 20,000 June 1, 1999 $0.75 June 10, 2003 $15,000
- ------------------------------------------------------------------------------------------------------------------------
Gary Freeman 70,000 April 4, 2000 $2.60 April 4, 2005 $297,500
- ------------------------------------------------------------------------------------------------------------------------
Albert Wu 5,000 Feb. 18, 2000 $1.20 June 10, 2003 $5,000
- ------------------------------------------------------------------------------------------------------------------------
Michael Bartlett 20,000 Feb. 10, 2000 $1.20 Feb. 10, 2005 $30,000
- ------------------------------------------------------------------------------------------------------------------------
Sam Szajman 20,000 Feb. 10, 2000 $1.20 Feb. 10, 2005 $30,000
- ------------------------------------------------------------------------------------------------------------------------
William R. Green 20,000 Feb. 22, 2000 $1.55 Feb. 22, 2005 $40,000
- ------------------------------------------------------------------------------------------------------------------------
David Tenaglia 12,000 Feb. 22, 2000 $1.55 Feb. 22, 2005 $24,000
- ------------------------------------------------------------------------------------------------------------------------
Shelley Morgan 8,000 Feb. 22, 2000 $1.55 Feb. 22, 2005 $16,000
- ------------------------------------------------------------------------------------------------------------------------
Shelley Morgan 8,000 April 4, 2000 $2.6 April 4, 2005 $34,000
- ------------------------------------------------------------------------------------------------------------------------
TOTAL 352,000 $542,875
- ------------------------------------------------------------------------------------------------------------------------
(1) Is a resident in the United States and is engaged by the Corporation as a
Geologist.
SHARE ISSUANCES
All issuances of shares for the past three years are represented in the
Company's financial statements incorporated by reference herein.
ARTICLES, MEMORANDUM AND BY-LAWS OF THE CORPORATION
The Memorandum and Articles of Incorporation, outlining all classes of shares,
shareholder rights, alteration of rights, privileges, directors' powers,
borrowing powers of the directors and their ability to bind the corporation,
sinking fund provisions, meetings of shareholders and shareholder rights in the
event of liquidation of the Company's assets are attached as and Exhibit and are
incorporated herein by reference.
There are currently no anti-takeover, poision pill or shareholder rights
protections in the event of a takeover bid in place.
The Company currently does not pay dividends and has no plans to pay dividends
in the near future.
Documents incorporated herein by reference may be viewed at the offices of the
Company between the hours of 9:00 am to 5:00 pm Pacific Standard Time.
TAXATION
Management of the Corporation considers that the following discussion fairly
describes the principal and material Canadian federal income tax consequences
applicable to shareholders of the Corporation who are
34
residents of the United States and are not residents of Canada and do not hold,
and are deemed not to hold, shares of the Corporation in connection with
carrying on a business in Canada (a "non-resident").
Except as provided in the Act, there are no limitations under the laws of
Canada, the Province of British Columbia or in the charter or any other
constituent documents of the Corporation on the right of foreigners to hold or
vote the common shares of the Corporation.
The Act, which became effective on June 30, 1985, requires a non-Canadian making
an investment to acquire control, directly or indirectly, of a Canadian
business, to file a notification or an application for review with Investment
Canada.
An application for review must be filed if the investor is not a citizen or
resident of a World Trade Organization member country, and the investment is
over $50,000,000 or, if the investor is a citizen or resident of a World Trade
Organization member country and the investment is over $179,000,000. For all
acquisitions of a Canadian business that does not meet the threshold criteria
for filing an application for review, the Act requires the investor to file a
notification.
For purposes of the Act, direct acquisition of control means a purchase of the
voting interests of a corporation, partnership, joint venture or trust carrying
on a Canadian business, or any purchase of all or substantially all of the
assets used in carrying on a Canadian business. An indirect acquisition of
control means a purchase of the voting interest of a corporation, partnership,
joint venture or trust, whether a Canadian or foreign entity, which controls a
corporation, partnership, joint venture or trust company carrying on a Canadian
business in Canada.
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 reduced to 15% the withholding tax on the gross amount of dividends paid
to residents of the United States. A further 9% reduction, in 1996, and a 10%
reduction in 1997 and thereafter, in the withholding tax rate on the gross
amount of dividends is applicable when a U.S. corporation owns at least 10% of
the voting stock of the Canadian corporation paying the dividends.
A non-resident who holds shares on the Corporation as capital property will not
be subject to 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 Corporation 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 (a) not less than 25% of the
issued shares of any class of the Corporation belonged to the non-resident, (b)
the person with whom the non-resident dealt did not deal at arm's length, or (c)
to the non-resident and any person with whom the non-resident did not deal at
arm's length.
PASSIVE FOREIGN INVESTMENT CORPORATION
As a foreign corporation with U.S. shareholders, the corporation could be
treated as a passive foreign investment corporation ("PFIC"), as defined in
Section 1296 of the Internal Revenue Code. This determination is dependent upon
the percentage of the Corporation's passive income, or the percentage of the
Corporation's assets which are producing passive income. U.S. shareholders
owning shares of a PFIC are required to pay tax and an interest charge on the
receipt of certain distributions and dispositions of PFIC stock.
Gain from a disposition of PFIC stock or certain distributions is treated as
income earned ratably over the period during which the shareholder has held the
stock. That portion allocable to the current year and to years when the
corporation was not a PFIC is included in the shareholder's gross income in the
year of distribution as ordinary income, rather than as a capital gain. That
portion of the distribution or disposition
35
which is not allocable to the current year is subject to deferred U.S. tax (the
amount of tax that would have been owed if the allocated amount had been
included in income in the earlier year), plus interest.
However, if the U.S. shareholder makes a timely election to treat a PFIC as a
qualified electing fund ("QEF") with respect to such shareholder's interest
therein, the above-described rules generally will not apply. Instead, the
electing U.S. shareholder would include annually in his gross income his
pro-rata share of the PFIC's earnings and profits and any net capital gain,
regardless of whether such income or gain was actually distributed. A U.S.
Holder of a QEF can, however, elect to defer the payment of Untied States
Federal Income tax on income not currently received. Special rules apply to U.S.
shareholders who own their interests in a PFIC through intermediate entities or
persons.
The Corporation believes that it has been a PFIC for each fiscal year since its
incorporation, and expects to be characterized as a PFIC this fiscal year. U.S.
taxpayers holding the Corporation's shares may wish to consult with a personal
tax advisor concerning the possible application of the PFIC provisions to their
particular circumstances.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not Applicable
PART 11
ITEM 13. DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES
Not Applicable
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND
USE OF PROCEEDS
Not Applicable
ITEM 17. FINANCIAL STATEMENTS
The following financial statements are attached and incorporated herein:
DESCRIPTION OF STATEMENT
- ------------------------
Consolidated Balance Sheets, Statements of Loss and Deficit Statement of
Resource Properties, Statement of Changes in Financial Position and Notes to
Consolidated Financial Statements, all for years ended November 30, 2001 and
2000
ITEM 18. FINANCIAL STATEMENTS
See Item 17
ITEM 19. EXHIBITS
36
FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NUMBER
- --------------
PAGE
----
1.1 Certificates of Name Change dated July 18, 1996 and October 17, 1996. *
1.2 Certificate of Incorporation dated October 7, 1994. *
1.3 Articles (Bylaws) of the Corporation *
1.4 Amendments to Articles of the Corporation, dated July 18, 1996 and October 16, 1996 *
2.1 Option Agreements between the Corporation and Management, Employees and Director. *
4.1 Mining Lease and Option Agreement between St. George Metals, Inc. and Triband Resource US Inc. *
dated June 29,1998
4.2 Mining Lease Agreement between Brancote U.S. Inc., and Triband Resource US Inc. dated April 21, *
1998.
4.3 Letter of Engagement dated February 18, 1997 between the Corporation and Timothy J. Percival. *
4.4 Property Agreement dated February 9, 1996 between the Corporation and 512026 B.C. Ltd. *
4.5 License Agreement dated November 28, 1997 between the Corporation and The Minister of *
Industries, Socialist Republic of Vietnam, Licenses No. 2203/QD-DCKS.
4.6 License Agreement dated November 28, 1997 between the Corporation and The Minister of *
Industries, Socialist Republic of Vietnam, Licenses No. 2204/QD-DCKS.
4.7 License Agreement dated November 28, 1997 between the Corporation and The Minister of *
Industries, Socialist Republic of Vietnam, Licenses No. 2208/QD-DCKS.
4.8 Certificate of Name Change and Amendment to Articles of the Corporation dated August 22, 2001 39
* The exhibits included in the Registrant's original Form 20-F are hereby incorporated by reference.
37
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant certifies that it meets all of the requirements for filing
on Form 20-F and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
TRIBAND RESOURCE CORPORATION
By: /s/ Gary R. Freeman
-----------------------
Gary R. Freeman,
President
Date: May 30,2002.
38
TRIBAND ENTERPRISE CORP.
(Formerly Triband Resource Corporation)
(An Exploration Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
NOVEMBER 30, 2001
AUDITORS' REPORT
TO THE SHAREHOLDERS OF
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(AN EXPLORATION STAGE COMPANY)
We have audited the consolidated balance sheet of Triband Enterprise Corp.
(formerly Triband Resource Corporation) as at November 30, 2001 and the
consolidated statements of operations and deficit, cash flows and changes in
shareholders' equity for the year then ended, as well as this year's changes to
the cumulative amounts from the date of incorporation on October 7, 1994 to
November 30, 2001. These financial statements, expressed in Canadian dollars,
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with Canadian generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at November 30, 2001
and the results of its operations, cash flows and changes in shareholders'
equity for the year then ended, as well as this year's changes to the cumulative
amounts from the date of incorporation on October 7, 1994 to November 30, 2001
in accordance with Canadian generally accepted accounting principles. As
required by the Company Act of British Columbia, we report that, in our opinion,
these principles have been applied on a consistent basis.
The consolidated balance sheet as at November 30, 2000 and the consolidated
statements of operations and deficit, cash flows and changes in shareholders'
equity for each in the two-year period ended November 30, 2000, as well as the
cumulative amounts from the date of incorporation on October 7, 1994 to November
30, 2000 were audited by other auditors who expressed an opinion without
reservation on those financial statements in their report dated March 30, 2001.
SADOVNICK TELFORD + SKOV
CHARTERED ACCOUNTANTS
Vancouver, Canada
March 26, 2002
- 2 -
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
(Expressed in Canadian Dollars)
AS AT NOVEMBER 30,
===============================================================================================
Notes 2001 2000
- -----------------------------------------------------------------------------------------------
ASSETS
CURRENT
Cash and cash equivalents $ 59,833 $ 128,622
Receivables 15,986 9,986
Prepaid expenses 6,230 21,950
----------- -----------
82,049 160,558
PROPERTY, PLANT AND EQUIPMENT 4 9,350 11,483
MINERAL PROPERTIES 2, 5 -- 413,538
DEFERRED EXPLORATION COSTS 2, 6 -- 783,717
INVESTMENTS 7 27,565 27,565
----------- -----------
$ 118,964 $ 1,396,861
===============================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
Accounts payable and accrued liabilities 9 $ 102,035 $ 38,810
Due to affiliated company 9 2,594 5,562
----------- -----------
104,629 44,372
----------- -----------
NATURE AND CONTINUANCE OF OPERATIONS 1
CONTINGENCY 13
SHAREHOLDERS' EQUITY
Capital stock 8, 14 4,230,059 4,230,059
Common shares committed to be issued 8 125,000 --
Deficit accumulated during the exploration stage (4,340,724) (2,877,570)
------------ -----------
14,335 1,352,489
----------- -----------
$ 118,964 $ 1,396,861
===============================================================================================
ON BEHALF OF THE BOARD:
"Gary Freeman" "Sam Szajman"
______________ Director ______________ Director
The accompanying notes are an integral part of these
consolidated financial statements.
- 3 -
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
(Expressed in Canadian Dollars)
===================================================================================================================
Cumulative
Amounts
From
October 7,
1994 to Years Ended November 30,
November 30, -----------------------------------------------
2001 2001 2000 1999
- -------------------------------------------------------------------------------------------------------------------
GENERAL AND ADMINISTRATIVE
EXPENSES
Amortization $ 16,280 $ 3,097 $ 4,376 $ 212
Consulting fees 304,174 108,667 87,790 29,520
Listing and transfer agent fees 115,151 19,061 11,593 44,419
Office 191,914 37,393 40,400 48,098
Professional fees 115,894 26,956 14,495 8,720
Property investigation 186,563 10,000 196 50,062
Rent 78,874 1,416 13,049 19,084
Salaries and benefits 80,308 -- -- 5,085
Shareholders' communications 373,446 10,466 74,107 128,356
Travel 70,096 8,378 34,151 148
----------- ----------- ----------- -----------
(1,532,700) (225,434) (280,157) (333,704)
INTEREST INCOME 196,101 1,892 7,424 11,818
INVESTMENT INCOME 27,564 -- 27,564 --
GAIN ON SALE OF MARKETABLE
SECURITIES 100,703 -- 100,703 --
GAIN (LOSS) ON FOREIGN EXCHANGE 161,137 (1,106) (3,154) (12,056)
LOSS ON DISPOSAL OF PROPERTY,
PLANT AND EQUIPMENT (4,186) -- -- (4,186)
WRITE-OFF OF MINERAL PROPERTIES
(NOTE 2) (1,098,950) (20,186) (632,326) (32,900)
WRITE-OFF OF DEFERRED EXPLORATION
COSTS (NOTE 2) (1,568,696) (19,293) (433,928) (154,282)
WRITE-DOWN OF MARKETABLE
SECURITIES (374,526) -- -- (374,526)
WRITE-DOWN OF INVESTMENTS (146,449) -- (146,449) --
WRITE-OFF OF ACQUISITION COSTS (100,722) (1,772) (98,950) --
----------- ----------- ----------- -----------
NET LOSS FOR THE PERIOD $(4,340,724) $ (265,899) $(1,459,273) $ (899,836)
===================================================================================================================
LOSS PER SHARE (NOTES 2 AND 10) $ (0.10) $ (0.53) $ (0.35)
===================================================================================================================
The accompanying notes are an integral part of these
consolidated financial statements.
- 4 -
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)
===================================================================================================================
Cumulative
Amounts
From
October 7,
1994 to Years Ended November 30,
November 30, -----------------------------------------------
2001 2001 2000 1999
- -------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss for the period $(4,340,724) $ (265,899) $(1,459,273) $ (899,836)
Items not affecting cash
Amortization 16,280 3,097 4,376 212
Investment income (27,564) -- (27,564) --
Gain on sale of marketable
securities (100,703) -- (100,703) --
Loss on disposal of property, plant
and equipment 4,186 -- -- 4,186
Write-off of mineral properties 1,098,950 20,186 632,326 32,900
Write-off of deferred exploration
costs 1,568,696 19,293 433,928 154,282
Write-down of marketable
securities 374,526 -- -- 374,526
Write-down of investments 146,449 -- 146,449 --
Write-off of acquisition costs 100,722 1,772 98,950 --
Changes in non-cash working capital
items
(Increase) decrease in receivables (15,986) (6,000) (8,672) 3,559
(Increase) decrease in prepaid
expenses (6,230) 15,720 9,742 (25,589)
(Increase) decrease in due from
affiliated companies -- -- 29,327 (29,327)
Increase in accounts payable and
accrued liabilities 102,035 63,225 16,464 10,989
Increase (decrease) in due to
affiliated company 2,594 (2,968) 5,562 (69,548)
----------- ----------- ----------- -----------
Net cash used in operating activities (1,076,769) (151,574) (219,088) (443,646)
----------- ----------- ----------- -----------
CASH FLOWS FROM INVESTING
ACTIVITIES
Proceeds on sale of marketable
securities 488,027 -- 488,027 --
Property, plant and equipment
acquired (38,196) (964) (14,660) (1,411)
Proceeds on disposal of property,
plant and equipment 6,183 -- -- 6,183
Acquisition of mineral properties (498,950) (20,186) (132,577) (97,106)
Increase in deferred exploration
costs (1,566,499) (19,293) (88,823) (224,791)
Increase in investments (1,009,022) (1,772) (98,950) (146,450)
----------- ----------- ----------- -----------
Net cash (used in) provided by
investing activities $(2,618,457) $ (42,215) $ 153,017 $ (463,575)
- -------------------------------------------------------------------------------------------------------------------
- Continued -
The accompanying notes are an integral part of these
consolidated financial statements.
- 5 -
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont'd...)
(Expressed in Canadian Dollars)
=============================================================================================================
Cumulative
Amounts
From
October 7,
1994 to Years Ended November 30,
November 30, -------------------------------------------
2001 2001 2000 1999
- -------------------------------------------------------------------------------------------------------------
Continued...
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of capital stock, net of
issuance costs $3,630,059 $ -- $ 176,361 $ 84,250
Common shares committed to be
issued 125,000 125,000 -- --
---------- ---------- ---------- ----------
Net cash provided by financing
activities 3,755,059 125,000 176,361 84,250
---------- ---------- ---------- ----------
NET CHANGE IN CASH AND CASH
EQUIVALENTS DURING THE PERIOD 59,833 (68,789) 110,290 (822,971)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD -- 128,622 18,332 841,303
---------- ---------- ---------- ----------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 59,833 $ 59,833 $ 128,622 $ 18,332
=============================================================================================================
SUPPLEMENTAL DISCLOSURES WITH RESPECT TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS
=============================================================================================================
Cumulative
Amounts
From
October 7,
1994 to Years Ended November 30,
November 30, ------------------------------------------------------
2001 2001 2000 1999
- -------------------------------------------------------------------------------------------------------------
CASH PAID DURING THE PERIOD FOR:
Interest $ -- $ -- $ -- $ --
Income taxes $ -- $ -- $ -- $ --
=============================================================================================================
Since inception of the exploration stage, the Company has issued a total of
610,700 common shares (adjusted for roll-back) for non-cash consideration as
follows:
================================================================================
Number
Year of Shares Amount Consideration
- --------------------------------------------------------------------------------
1999 10,700 $ -- Finder's fee
1996 600,000 600,000 Acquisition of mineral property
================================================================================
The accompanying notes are an integral part of these
consolidated financial statements.
- 6 -
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Expressed in Canadian Dollars)
====================================================================================================================
Deficit
Common Common Accumulated
Shares Shares During the
Number ssued and Committed Exploration
of Shares Price Fully Paid to be Issued Stage Total
- --------------------------------------------------------------------------------------------------------------------
BALANCE AT
NOVEMBER 30, 1998 2,456,903 $3,969,448 $ -- $ (518,461) $ 3,450,987
Issuance of shares
for cash
Private placement 107,000 0.75 80,250 -- 80,250
Exercise of options 4,000 1.00 4,000 -- 4,000
Issuance of shares
for finder's fee 10,700 -- -- --
Net loss for the year -- -- (899,836) (899,836)
---------- ---------- ----------- -----------
BALANCE AT
NOVEMBER 30, 1999 2,578,603 4,053,698 (1,418,297) 2,635,401
Issuance of shares
for cash
Exercise of options 25,000 0.75 18,750 -- 18,750
Exercise of options 113,190 0.85 96,211 -- 96,211
Exercise of options 38,500 1.00 38,500 -- 38,500
Exercise of options 3,000 2.25 6,750 -- 6,750
Exercise of
warrants 19,000 0.85 16,150 -- 16,150
Net loss for the year -- -- (1,459,273) (1,459,273)
---------- ---------- ----------- ------------
BALANCE AT
NOVEMBER 30, 2000 2,777,293 4,230,059 (2,877,570) 1,352,489
Change in
accounting policy
(Note 2) (1,197,255) (1,197,255)
Common shares
committed to
be issued (Note 8) -- -- 125,000 -- 125,000
Net loss for the year -- -- -- (265,899) (265,899)
---------- ---------- -------- ----------- -----------
BALANCE AT
NOVEMBER 30, 2001 2,777,293 $4,230,059 $125,000 $(4,340,724) $ 14,335
============================================================================================================-----====
The accompanying notes are an integral part of these
consolidated financial statements.
-7 -
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
NOVEMBER 30, 2001
================================================================================
1. NATURE AND CONTINUANCE OF OPERATIONS
The Company's principal business activity is the exploration and
development of mineral properties.
Effective July 9, 2001, the Company changed its name from Triband Resource
Corporation to Triband Enterprise Corp.
The Company is in the process of exploring and developing its mineral
properties and has not yet determined whether these properties contain ore
reserves that are economically recoverable.
During the year ended November 30, 2000, the Company decided to change its
business focus to internet or high tech ventures and completed a filing
with the Canadian Venture Exchange regarding the Company's intention to
change its business (Note 7). The Company was unable to complete its change
of business and decided to maintain its principal activity in the
exploration and development of mineral properties.
The Company's consolidated financial statements are presented on a going
concern basis, which assumes that the Company will continue to realize its
assets and discharge its liabilities in the normal course of operations.
However, the Company does not generate sufficient cash flow from operations
to adequately fund its activities and has therefore relied principally upon
the issuance of securities for financing. Future capital requirements will
depend on many factors including the Company's ability to execute its
business plan. The Company intends to continue relying upon the issuance of
securities to finance its future activities but there can be no assurance
that such financing will be available on a timely basis under terms
acceptable to the Company. Although these consolidated financial statements
do not include any adjustments that may result from the inability to secure
future financing, such condition would have a material adverse effect on
the Company's business, results of operations and financial condition.
2. CHANGE IN ACCOUNTING POLICY
Effective December 1, 2000, the Company has adopted the new accounting
guideline AcG-11 "Enterprises in the Development Stage", issued by the
Canadian Institute of Chartered Accountants. The adoption of AcG-11 will
result in a change in the Company's accounting policy relating to mineral
properties and deferred exploration costs. The Company has adjusted the
opening balance of deficit for previously capitalized mineral properties
and deferred exploration costs, and will expense future mineral properties
and exploration costs as incurred.
3. SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with Canadian
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and the disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amount of revenues and
expenses during the period. Actual results could differ from those
estimates. The assets and liabilities which require management to make
significant estimates and assumptions in determining carrying values
include investments.
- 8 -
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
NOVEMBER 30, 2001
================================================================================
3. SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
PRINCIPLES OF CONSOLIDATION
These consolidated financial statements include the accounts of the Company
and its wholly owned subsidiary, Triband Resource US Inc. (incorporated in
Nevada, U.S.A.). All significant intercompany balances and transactions
have been eliminated.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include highly liquid investments with original
maturities of three months or less.
FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and equivalents,
receivables, accounts payable and accrued liabilities and due to affiliated
company. Unless otherwise noted, it is management's opinion that the
Company is not exposed to significant interest, currency or credit risks
arising from these financial instruments. The fair value of these financial
instruments approximate their carrying values, unless otherwise noted.
MINERAL PROPERTIES AND DEFERRED EXPLORATION COSTS
The Company has adopted the new accounting guideline AcG-11 "Enterprises in
the Development Stage", issued by the Canadian Institute of Chartered
Accountants. The adoption of AcG-11 will result in a change in the
Company's accounting policy relating to mineral properties and deferred
exploration costs. The Company will expense future mineral properties and
exploration costs as incurred until such time as the existence of proven
and probable reserves is determined, or sufficient objective evidence
exists in the opinion of Management to support the recognition of an asset.
COST OF MAINTAINING MINERAL PROPERTIES
The Company does not accrue the estimated future costs of maintaining its
mineral properties in good standing.
ENVIRONMENTAL PROTECTION AND RECLAMATION COSTS
The operations of the Company have been, and may be in the future be
affected from time to time in varying degrees by changes in environmental
regulations, including those for future removal and site restorations
costs. Both the likelihood of new regulations and their overall effect upon
the Company may vary from region to region and are not predictable.
The Company's policy is to meet or, if possible, surpass standards set by
relevant legislation, by application of technically proven and economically
feasible measures.
Environmental expenditures that relate to ongoing environmental and
reclamation programs are charged against statements of operations as
incurred or capitalized and amortized depending upon their future economic
benefits. The Company does not anticipate any material capital expenditures
for environmental control facilities because it is at an early stage of
exploration. Estimated future removal and site restoration costs are
considered minimal.
- 9 -
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
NOVEMBER 30, 2001
================================================================================
3. SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
PROPERTY, PLANT AND EQUIPMENT AND AMORTIZATION
Property, plant and equipment are recorded at cost and are being amortized
over their estimated useful lives using the declining balance method at
rates of 20% and 30% per annum.
INVESTMENTS
The Company's long-term investments are accounted for on the cost basis.
The investments will be written-down to their estimated net realizable
value when there is evidence of a decline in value below carried cost that
is other than temporary.
CAPITAL STOCK
The proceeds from the exercise of stock options, warrants and escrow shares
are credited to capital stock in the amount for which the option, warrant
or escrow share enabled the holder to purchase a share in the Company.
FOREIGN EXCHANGE
Transaction amounts denominated in foreign currencies are translated into
their Canadian dollar equivalents at exchange rates prevailing at the
transaction date. Monetary assets and liabilities are adjusted at each
balance sheet date to reflect exchange rates prevailing at that date, and
non-monetary assets and liabilities are translated at the historical rate
of exchange. Gains and losses arising from restatement of foreign currency
monetary assets and liabilities at each year end are included in statements
of operations.
LOSS PER SHARE
Loss per share is based on the weighted average number of common shares
outstanding during the year.
Diluted earnings per share consider the dilutive impact of the conversion
of outstanding stock options and warrants as if the events had occurred at
the beginning of the year. For all the years presented, this calculation
proved to be anti-dilutive.
STOCK-BASED COMPENSATION
The Company grants stock options as described in Note 8. No compensation
expense is recognized when stock options are granted.
INCOME TAXES
Future income taxes are recorded for using the asset and liability method.
Under the asset and liability method, future tax assets and liabilities are
recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Future tax assets and
liabilities are measured using enacted or substantially enacted tax rates
expected to apply when the asset is realized or the liability settled. The
effect on future tax assets and liabilities of a change in tax rates is
recognized in income in the period that substantive enactment or enactment
occurs. To the extent that the Company does not consider it to be more
likely than not that a future tax asset will be recovered, it provides a
valuation allowance against the excess.
- 10 -
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
NOVEMBER 30, 2001
================================================================================
4. PROPERTY, PLANT AND EQUIPMENT
=================================================================================================
Net Book Value
--------------------
Accumulated
Cost Amortization 2001 2000
--------------------------------------------------------------------------------------------
Office furniture and equipment $ 6,984 $ 2,559 $ 4,425 $ 4,447
Computer equipment 10,050 5,125 4,925 7,036
------- ------- ------- -------
$17,034 $ 7,684 $ 9,350 $11,483
=================================================================================================
5. MINERAL PROPERTIES
The Company has entered into the following agreements to acquire interests
in various mineral claims:
====================================================================================================
2001 2000
----------------------------------------------------------------------------------------------------
STAKED CLAIMS, NEVADA, U.S.A.
A 100% interest in certain claims by staking and by entering into an
option agreement. During the current year, the Company wrote-off
previously capitalized costs to statements of operations and adjusted
opening deficit $ -- $413,538
====================================================================================================
FUTURE MINERAL PROPERTY PAYMENTS
a) The Company is required to pay annual filing fees totaling US$15,000
to renew the licenses on its Nevada claims.
b) On certain of its Nevada claims, the Company is required to pay or
incur the following to earn its 100% interest:
i) 2.5% NSR production royalty, to a payout purchase price of
US$2,000,000, upon exercise of the option;
ii) Incur expenditures totaling US$15,000 by July 9, 2002.
Incur expenditures totaling US$20,000 by July 9, 2003.
Incur expenditures totaling US$25,000 each by July 9, 2004 and
during each of the following year during the lease term.
The maximum required total work commitment from the date of this
lease shall be $250,000.
TITLE TO MINERAL PROPERTIES
Title to mineral properties involves certain inherent risks due to the
difficulties of determining the validity of certain claims as well as the
potential for problems arising from the frequently ambiguous conveyancing
history characteristic of many mineral properties. The Company has
investigated title to all of its mineral properties and, to the best of its
knowledge, title to all of its properties are in good standing.
- 11 -
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
NOVEMBER 30, 2001
================================================================================
6. DEFERRED EXPLORATION COSTS
The following is a summary of the deferred exploration costs incurred
during 2001 and 2000:
=========================================================================================
British
Columbia Nevada Total
-----------------------------------------------------------------------------------------
Balance at December 1, 1999 $ 422,682 $ 706,140 $ 1,128,822
----------- ----------- -----------
Assaying the sample preparation -- 11,908 11,908
Field expenditures -- 4,380 4,380
Geological consulting -- 61,193 61,193
Report preparation and mapping -- 22 22
Travel -- 11,320 11,320
----------- ----------- -----------
Expenditures incurred during the year -- 88,823 88,823
Written-off during the year (422,682) (11,246) (433,928)
----------- ----------- -----------
(422,682) 77,577 (345,105)
----------- ----------- -----------
Balance at November 30, 2000 -- 783,717 783,717
Field expenditures -- 2,355 2,355
Geological consulting -- 16,312 16,312
Travel -- 626 626
----------- ----------- -----------
Expenditures incurred during the year -- 19,293 19,293
Written-off during the year (19,293) (19,293)
Change in accounting policy (Note 2) -- (783,717) (783,717)
----------- ----------- -----------
-- (783,717) (783,717)
----------- ----------- -----------
Balance at November 30, 2001 $ -- $ -- $ --
=========================================================================================
7. INVESTMENTS
===========================================================================
2001 2000
---------------------------------------------------------------------------
Investments is comprised of:
Puresource, Inc. $ 1 $ 1
Clearant, Inc. 27,564 27,564
------- -------
$27,565 $27,565
======= =======
- 12 -
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
NOVEMBER 30, 2001
================================================================================
7. INVESTMENTS (cont'd...)
PURESOURSE, INC.
During the year ended November 30, 1999, the Company acquire 240,000 common
shares of Puresource, Inc. ("Puresource"), a private company incorporated
in the State of Washington, United States for $146,450. The investment is
accounted for using the cost basis.
Effective August 19, 1999, Puresource sold all of its assets to Clearant,
Inc. ("Clearant"), a private company incorporated in the State of
California, United States. As consideration, Puresource was issued
3,000,000 shares of Clearant with a fair value of $2,837,650 (US$1,900,000)
or $0.95 (US$0.63) per share determined by an independent valuation at date
of closing and promissory notes convertible into common shares at the
discretion of Clearant totaling $1,642,850 (US$1,100,000).
Upon completion of the sale, the shareholders of Puresource resolved to
wind up the corporation. In October 2000, the Company received a
distribution of assets from Puresource consisting of 29,015 Clearant
shares. The distribution of assets by Puresource to its shareholders is
considered a non-monetary non-reciprocal transfer and is accounted for on
the basis of the recorded value of the resources transferred. As such, the
29,015 Clearant shares are recorded by the Company at $0.95 per share for a
total value of $27,564. If, as and when Puresource distributes further
assets to its owners prior to dissolution, the transfer will be accounted
for on the same basis.
Concurrently, the investment in shares of Puresource has been written down
by $146,449 to a nominal value of $1. The balance of the investment will be
written-off in the financial statements at the date of formal wind up and
dissolution of the corporation.
EFINANCIAL TRAINING.COM INC.
On May 2, 2000, the Company entered into a letter of intent with eFinancial
Training.com Inc. ("eFinancial") and the sole shareholder of eFinancial,
pursuant to which the Company agreed to acquire all of the issued and
outstanding shares of eFinancial for a purchase price of $1,575,000 to be
payable by 3,500,000 performance escrow common shares of the Company.
Concurrent with the acquisition, the Company announced its intention to
proceed with a private placement of 1,800,000 units at the price of $0.45
per unit.
The Company subsequently determined not to proceed with the acquisition of
eFinancial and the private placement due to certain difficulties.
Consequently, all costs (recoveries) relating to this acquisition, totaling
$(1,650) (2000 - $98,950), were written-off to operations.
VIA VIS TECHNOLOGIES INC.
On January 27, 2001, the Company entered into an agreement with Via Vis
Technologies Inc. ("Via Vis") and its principal shareholders whereby the
Company has agreed, among other things, to acquire all of the issued and
outstanding shares of Via Vis in exchange of 41,500,000 common shares of
the Company.
The Company subsequently determined not to proceed with the acquisition of
Via Vis due to certain difficulties. Consequently, all costs relating to
this acquisition totaling $3,422 (2000 - $Nil), were written-off to
operations.
- 13 -
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
NOVEMBER 30, 2001
================================================================================
7. INVESTMENTS (cont'd...)
INDICO TECHNOLOGIES CORPORATION
In September 1998, the Company acquired 704,225 units in Indico
Technologies Corporation ("Indico"), a publicly listed company, for
$761,850. Each unit consisted of one common share and one share purchase
warrant to acquire an additional share for US$1.42 expiring on September
11, 2000. During the year ended November 30, 1999, the Company reclassified
this investment to marketable securities in current assets, and wrote down
the shares by $374,526 to their market value of $387,324. During the year
ended November 30, 2000, the shares were sold for proceeds of $488,027,
resulting in a net gain on sale of $100,703.
8. CAPITAL STOCK
======================================================================================================
Number
of Shares Amount
------------------------------------------------------------------------------------------------------
Authorized
Unlimited number of common shares without par value
Unlimited number of preferred shares, issuable in series
Common shares issued
As at November 30, 1998 2,456,903 $3,969,448
For cash - private placement 107,000 80,250
For cash - exercise of options 4,000 4,000
For finder's fee 10,700 --
---------- ----------
As at November 30, 1999 2,578,603 4,053,698
For cash - exercise of options 179,690 160,211
For cash - exercise of warrants 19,000 16,150
---------- ----------
As at November 30, 2000 and 2001 2,777,293 $4,230,059
======================================================================================================
Effective August 22, 2001, the Company decided to consolidate its shares on
a one new share for every five old shares basis. The effects of the
consolidation have been applied on a retroactive basis.
COMMON SHARES COMMITTED TO BE ISSUED
Pursuant to a private placement, the Company received $125,000 and
committed to issue 1,250,000 common shares at $0.10 per share and 1,250,000
share purchase warrants entitling the holders to purchase an additional
1,250,000 common shares at a price of $0.12 per share until October 10,
2002 and at a price of $0.15 per share until October 10, 2003 (Note 14b and
c).
- 14 -
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
NOVEMBER 30, 2001
================================================================================
8. CAPITAL STOCK (cont'd...)
STOCK OPTIONS
The Company, in accordance with the policies of the Canadian Venture
Exchange, is authorized to grant options to directors, employees and
consultants, to acquire up to 10% of issued and outstanding common stock.
The exercise price of each option equals the average market price of the
Company's stock as calculated over the ten trading days preceding the date
of grant. The options can be granted for a maximum term of 5 years. The
consolidation of the Company's outstanding options on a one new for every
five old basis as a result of the consolidation of the Company's common
stock. The effects of the consolidations have been applied on a retroactive
basis.
The following incentive stock options were outstanding at November 30,
2001:
===========================================================================
Number Exercise
of Shares Price Expiry Date
5,000 0.75 May 8, 2002
5,000 1.20 June 10, 2003
25,000 0.75 June 10, 2003
40,000 1.20 February 10, 2005
32,000 1.55 February 22, 2005
95,000 2.60 April 4, 2005
===========================================================================
9. RELATED PARTY TRANSACTIONS
These consolidated financial statements include transactions with related
parties as follows:
a) The Company paid $10,000 (2000 - $6,787; 1999 - $123,954) to directors
or companies controlled by directors for geological services which
have been expensed as property investigation costs.
b) The Company paid $70,000 (2000 - $101,250; 1999 - $55,000) in
consulting fees and shareholders' communications to directors of the
Company.
c) $28,375 (2000 - $1,166) included in accounts payable and accrued
liabilities to directors or to a company controlled by a director for
geological services.
Amounts due to or from affiliated companies are unsecured, non-interest
bearing, with no fixed terms of repayment.
10. LOSS PER SHARE
Loss per share is calculated using the weighted-average number of common
shares outstanding during the fiscal year. For this purpose, share
consolidations are reflected on a retroactive basis to the preceding years.
The weighted-average number of common shares outstanding used to calculate
loss per share are as follows:
2001 fiscal year 2,777,293
2000 fiscal year 2,675,356
1999 fiscal year 2,489,049
- 15 -
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
NOVEMBER 30, 2001
================================================================================
11. INCOME TAXES
The tax effects of temporary differences that give rise to significant
components of future income tax assets and liabilities by applying the
combined Canadian federal and provincial income tax rate of 44.71% (2000 -
45.62%) are as follows:
==================================================================================
2001 2000
----------------------------------------------------------------------------------
Net loss for the year $ (265,899) $(1,459,273)
Income tax recovery at combined basic
Canadian Federal and Provincial tax rate:
44.71% (2000 - 45.62%) 118,883 665,720
Foreign tax rates differentials (13,707) (30,712)
Permanent differences -- 577
Tax benefit of losses not recognized in current year (105,176) (635,585)
----------- -----------
Income tax recovery $ -- $ --
==================================================================================
A reconciliation of the income tax benefit (provisions) with amounts
determined by applying the Canadian income tax rates to the consolidated
loss for completed financial periods is as follows:
===========================================================================
2001 2000
---------------------------------------------------------------------------
Future income tax:
Property, plant and equipment $ 12,200 $ 9,100
Mineral properties 282,700 288,500
Deferred exploration costs 189,000 192,800
Issuance costs 110,600 112,800
Losses available for future periods 1,116,400 999,300
----------- -----------
1,710,900 1,602,500
Valuation allowance (1,710,900) (1,602,500)
----------- -----------
$ -- $ --
=========================================================================
The above losses available for future periods include US operating losses
by applying the income tax rates of 34% (2000 - 34%).
These tax benefits have not been recognized in the consolidated financial
statements, as there is no certainty that they will be utilized.
- 16 -
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
NOVEMBER 30, 2001
================================================================================
11. INCOME TAXES (cont'd...)
Subject to certain restrictions, the Company has exploration and
development expenditures of approximately $1,055,000 (2000 $1,055,000) and
operating losses of approximately $1,548,300 (2000 $1,294,900) available to
reduce future Canadian taxable income. The Company also has operating
losses from US subsidiary of approximately $1,247,700 (2000 -$1,201,600)
available to reduce US taxable income. These losses expire as follows:
2002 $ 11,000 $ --
2003 96,000 --
2004 194,300 --
2005 321,300 --
2006 504,600 --
2007 167,700 --
2008 253,400 --
2017 -- 185,000
2018 -- 483,800
2019 -- 321,800
2020 -- 211,000
2021 46,100
------------ ------------
$ 1,548,300 $ 1,247,700
============ ============
12. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
These consolidated financial statements have been prepared in accordance
with generally accepted accounting principles in Canada. Except as set out
below, these financial statements also comply, in all material respects,
with accounting principles generally accepted in the United States and the
rules and regulations of the Securities and Exchange Commission.
STOCK BASED COMPENSATION
The United States Financial Accounting Standards Board has issued
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees ("APB25"). This statement uses the intrinsic value based method
whereby compensation cost is recorded for the excess, if any, of the quoted
market price over the exercise price, at the date the stock options are
granted. As at November 31, 2001, no compensation cost would have been
recorded for any period under this method. Statement of Financial
Accounting Standards No. 123, "Accounting for Stock Based Compensation"
("SFAS 123"), issued in October 1995, requires the use of the fair value
based method of accounting for stock options. Under this method,
compensation cost is measured at the grant date based on the fair value of
the options granted and is recognized over the exercise period.
SFAS 123, however allows the Company to continue to measure the
compensation cost of employees and directors in accordance with APB 25.
Canadian generally accepted accounting principles do not require the
reporting of any stock based compensation expense in the Company's
financial statements.
- 17 -
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
NOVEMBER 30, 2001
================================================================================
12. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont'd...)
STOCK BASED COMPENSATION (cont'd...)
For compliance with United States generally accepted accounting principles,
the Company uses the Black Scholes Option Pricing Model to determine the
fair value of incentive stock options at the grant date. As at November 30,
2001, compensation expense totaling $704,826 has been incurred. In
determining the fair value of these incentive stock options, the following
assumptions were used:
===========================================================================
2001 2000 1999
---------------------------------------------------------------------------
Risk free interest rate 4% 6.16% 5.50%
Expected life 5 years 5 years 5 years
Expected volatility 68% 161% 147%
Expected dividends -- -- --
===========================================================================
The following is a summary of the status of stock options outstanding at
November 30, 2001:
==============================================================================
Outstanding Options Exercisable Options
----------------------- --------------------
Weighted
Average Weighted Weighted
Remaining Average Average
Range of Contractual Exercise Exercise
Exercise Prices Number Life (Years) Price Number Price
------------------------------------------------------------------------------
$ 0.75 30,000 1.97 $ 0.75 30,000 $ 0.75
1.20 - 1.55 77,000 3.10 1.35 77,000 1.35
2.60 95,000 3.35 2.60 95,000 2.60
==============================================================================
The consolidation of the Company's outstanding options on a one new for
five old basis as a result of the consolidation of the Company's common
stock. The effects of the consolidations have been applied on a retroactive
basis.
- 18 -
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
NOVEMBER 30, 2001
================================================================================
12. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont'd...)
STOCK BASED COMPENSATION (cont'd...)
The following is a summary of the stock based compensation plan during
2001, 2000 and 1999:
===============================================================================================
Weighted
Average
Number Exercise
of Shares Price
-----------------------------------------------------------------------------------------------
Outstanding and exercisable at December 1, 1998 241,500 $ 1.80
Granted 113,190 0.85
Exercised (4,000) 1.00
Forfeited (109,000) 1.95
--------
Outstanding and exercisable at November 30, 1999 241,690
Weighted average fair value of options granted during 1999 $ 1.90
======
Granted 183,000 2.05
Exercised (179,690) 0.85
Forfeited -- --
--------
Outstanding and exercisable at November 30, 2000 245,000
Weighted average fair value of options granted during 2000 $ 1.80
======
Granted -- --
Exercised -- --
Forfeited (43,000) 1.50
--------
Outstanding and exercisable at November 30, 2001 202,000
========
Weighted average fair value of options granted during 2001 $1.85
===============================================================================================
INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes"
("SFAS No. 109"). SFAS No. 109 requires a company to recognize deferred tax
assets and liabilities for the expected future tax consequences of events
that have been recognized in a company's financial statements. Under this
method, deferred tax assets and liabilities are determined based on
temporary differences between the tax rates in effect in the years when the
temporary differences are expected to reverse.
- 19 -
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
NOVEMBER 30, 2001
================================================================================
12. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont'd...)
MINERAL PROPERTIES AND DEFERRED EXPLORATION COSTS
During the current year, the Company's decision to adopt a policy of
expensing all mineral properties and deferred exploration costs except in
the case where an outright property interest has been acquired has resulted
in an accounting treatment for these costs which the Company considers to
be, in substance, congruent with US GAAP. Accordingly, and in contrast to
the disclosure provided here in previous years, the Company considers that
no US/Canadian GAAP difference exists in respect to mineral properties and
deferred exploration costs in these financial statements.
TRADING SECURITIES AND AVAILABLE-FOR-SALE SECURITIES
Under Canadian generally accepted accounting principles, marketable
securities are recorded at the lower of cost or quoted market value.
Long-term investments are recorded at cost and only written down when there
is evidence of a decline in value below carried value that is other than
temporary. Holding gains are never recognized.
Under Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities" ("SFAS No. 115"),
unrealized holding gains and losses for trading securities are included in
statements of operations. Unrealized holding gains and losses for
available-for-sale securities are excluded from statements of operations
and reported as a net amount in a separate component of shareholders'
equity until realized.
The fair value of the Company's investment in Indico Technologies
Corporation ("Indico) (Note 7) at November 30, 1998 was $718,310, resulting
in a $43,540 unrealized holding loss. Under SFAS No. 115, this loss is
reported as a separate component of shareholders' equity at November 30,
1998. During the year ended November 30, 1999, this investment was
reclassified as trading securities. At November 30, 1999 the fair value was
$387,324, resulting in a $374,526 unrealized holding loss, which, under
both SFAS No. 115 and Canadian generally accepted accounting principles,
was included in statements of operations.
COMPREHENSIVE INCOME
SFAS No. 130, "Reporting Comprehensive Income", addresses standards for the
reporting and display of comprehensive income and its components.
Comprehensive income includes net income and other comprehensive income.
Other comprehensive income represents revenues, expenses, gains and losses
that are excluded from net income under United States generally accepted
accounting principles.
For the years ended November 30, 2001, 2000 and 1999, there were no other
items of comprehensive income.
- 20 -
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
NOVEMBER 30, 2001
================================================================================
12. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont'd...)
RECENT ACCOUNTING PRONOUNCEMENTS
In July, 2001, the FASB issued SFAS Nos. 141 and 142 ("FAS 141" and `FAS
142"), "Business Combinations" and "Goodwill and Other Intangible Assets."
FAS 141 replaces APB 16 and eliminates pooling-of-interests accounting
prospectively. It also provides guidance on purchase accounting related to
the recognition of intangible assets and accounting for negative goodwill.
FAS 142 changes the accounting for goodwill from an amortization method to
an impairment-only approach. Under FAS 142, goodwill will be tested
annually and whenever events or circumstances occur indicating that
goodwill might be impaired, FAS 141 and FAS 142 are effective for all
business combinations completed after June 30, 2001. Upon adoption of FAS
142, amortization of goodwill recorded for business combinations
consummated prior to July 1, 2001 will cease, and intangible assets
acquired prior to July 1, 2001 that do not meet the criteria for
recognition under FAS 141 will be reclassified to goodwill. Companies are
required to adopt FAS 142 for fiscal years beginning after December 15,
2001, but early adoption is permitted. The Company is required to adopt FAS
141 and 142 on a prospective basis as of January 1, 2002. The Company has
not recorded any goodwill and, therefore, the application of FAS 141 and
142 will not have a material affect on its consolidated financial position
or results of operations.
In August 2001, the FASB issued FAS 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." FAS 144 replaces FAS 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of." The FASB issued FAS 144 to establish a single accounting
model, based on the framework established in FAS 121, as FAS 121 did not
address the accounting for a segment of a business accounted for as a
discontinued operation under APB 30, "Reporting The Results of Operations -
Reporting The Effects of Disposal of a Segment of a Business, and
Extraordinary, Usual and Infrequently Occurring Events and Transactions."
FAS 144 also resolves significant implementation issues related to FAS-121.
Companies are required to adopt FAS 144 for fiscal years beginning after
December 15, 2001, but early adoption is permitted. The Company will adopt
FAS 144 as of January 1, 2002. The Company has determined that the
application of FAS 144 will not have a material affect on its consolidated
financial position or results of operations.
- 21 -
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
NOVEMBER 30, 2001
================================================================================
12. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont'd...)
The impact of the above differences between Canadian and United States
generally accepted accounting principles on statement of loss, as reported,
is as follows:
=============================================================================================================
Cumulative
Amounts
From
October 7,
1994 to Years Ended November 30,
November 30, -----------------------------------------------
2001 2001 2000 1999
-------------------------------------------------------------------------------------------------------------
Loss for the period as reported $(4,340,724) $ (265,899) $(1,459,273) $ (899,836)
Less:
Compensation expense on
granting of stock options (704,826) -- (476,404) (120,471)
Acquisition of mineral
properties (1,098,950) (20,186) (132,577) (97,106)
Deferred exploration costs (1,568,696) (19,293) (88,823) (224,791)
Add:
Write-off of mineral properties
and deferred costs under
Canadian generally
accepted accounting
principles 2,667,646 39,479 1,066,254 187,182
----------- ----------- ----------- -----------
Loss for the period in
accordance with United
States generally accepted
accounting principles $(5,045,550) $ (265,899) $(1,090,823) $(1,155,022)
=============================================================================================================
- 22 -
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
NOVEMBER 30, 2001
================================================================================
12. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont'd...)
The impact of the above differences between Canadian and United States
generally accepted accounting principles on the statement of deficit, as
reported, is as follows:
==================================================================================================
Years Ended November 30,
-----------------------------------------------
2001 2000 1999
--------------------------------------------------------------------------------------------------
Deficit, as reported $(4,340,724) $(2,877,570) $(1,418,297)
----------- ----------- -----------
Cumulative compensation expense
on granting of stock options (704,826) (704,826) (228,422)
Mineral property acquisition costs
expensed under United States
generally accepted accounting
principles -- (413,538) (913,287)
Deferred exploration costs expensed
under United States generally
accepted accounting principles -- (783,717) (1,128,822)
----------- ----------- -----------
(704,826) (1,902,081) (2,270,531)
----------- ----------- -----------
Deficit in accordance with United
States generally accepted
accounting principles $(5,045,550) $(4,779,651) $(3,688,828)
==================================================================================================
- 23 -
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
NOVEMBER 30, 2001
================================================================================
12. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont'd...)
The impact of the above differences between Canadian and United States
generally accepted accounting principles on the statement of changes in
shareholders' equity, as reported, is as follows:
============================================================================================================
Common Deficit
Capital Stock Shares Accumulated
---------------------------- Committed During the
Number To be Exploration
of Shares Amount Issued Stage Total
------------------------------------------------------------------------------------------------------------
Shareholders' equity as
reported November 30,
1999 2,578,603 $ 4,053,698 $ -- $(1,418,297) $ 2,635,401
Mineral property
acquisition costs
expensed under
United States
generally accepted
accounting principles -- -- -- (913,287) (913,287)
Deferred exploration
costs expensed under
United States
generally accepted
accounting principles -- -- -- (1,128,822) (1,128,822)
Compensation expense
on granting of stock
options -- 228,422 -- (228,422) --
----------- ----------- --------- ----------- -----------
Shareholders' equity in
accordance with
United States
generally accepted
accounting principles
at November 30, 1999 2,578,603 $ 4,282,120 $ -- $(3,688,828) $ 593,292
============================================================================================================
- continued -
- 24 -
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
NOVEMBER 30, 2001
================================================================================
12. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont'd...)
==================================================================================================================
Continued
Common Deficit
Capital Stock Shares Accumulated
-------------------------- Committed During the
Number To be Exploration
of Shares Amount Issued Stage Total
------------------------------------------------------------------------------------------------------------------
Shareholders' equity as
reported November 30,
2000 2,777,293 $ 4,230,059 $ -- $(2,877,570) $ 1,352,489
Mineral property acquisition
costs expensed under
United States generally
accepted accounting
principles -- -- -- (413,538) (413,538)
Deferred exploration costs
expensed under United
States generally
accepted accounting
principles -- -- -- (783,717) (783,717)
Compensation expense on
granting of stock options -- 704,826 -- (704,826) --
----------- ----------- ---------- ----------- -----------
Shareholders' equity in
accordance with United
States generally
accepted accounting
principles at November
30, 2000 2,777,293 $ 4,934,885 $ -- $(4,779,651) $ 155,234
==================================================================================================================
- 25 -
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
NOVEMBER 30, 2001
================================================================================
12. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont'd...)
================================================================================================================
Continued
Common Deficit
Capital Stock Shares Accumulated
-------------------------- Committed During the
Number To be Exploration
of Shares Amount Issued Stage Total
--------------------------------------------------------------------------------------------------------------
Shareholders' equity as
reported November 30,
2001 2,777,293 $ 4,230,059 $ 125,000 $(4,340,724) $ 14,335
Compensation expense on
granting of stock options -- 704,826 -- (704,826) --
----------- ----------- ----------- ----------- -----------
Shareholders' equity in
accordance with United
States generally
accepted accounting
principles at November
30, 2001 2,777,293 $ 4,934,885 $ 125,000 $(5,045,550) $ 14,335
==============================================================================================================
LOSS PER SHARE
SFAS No. 128 "Earnings Per Share" simplifies the computation of earnings
per share by replacing the presentation of primary earnings per share with
a presentation of basic earnings per share, as defined. The statement
requires dual presentation of basic and diluted earnings per share by
entities with complex capital structures. Basic earnings per share includes
no dilution and is computed by dividing income available to common
stockholders by the weighted average number of shares outstanding for the
period. Diluted earnings per share reflect the potential dilution of
securities that could share in the earnings of an entity similar to fully
diluted earnings per share.
The following loss per share information results under United States
general accepted accounting principles:
================================================================================================
2001 2000 1999
------------------------------------------------------------------------------------------------
Net loss for the year under United States GAAP $ (265,899) $ (1,090,823) $ (1,155,022)
================================================================================================
Weighted average number of shares outstanding
under United States GAAP (adjusted for 2,777,293 2,675,356 2,489,049
roll-back)
================================================================================================
Basic loss per share $ (0.10) $ (0.41) $ (0.46)
================================================================================================
Diluted EPS has not been disclosed as the effect of the exercise of the
Company's outstanding options and warrants would be anti-dilutive.
- 26 -
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
NOVEMBER 30, 2001
================================================================================
13. CONTINGENCY
ENVIRONMENTAL REGULATIONS
All phases of the Company's operations are subject to environmental
regulations. Environmental legislation, in the countries in which the
Company is currently performing exploration work, is evolving in a manner
which will require stricter standards and enforcement, increased fines and
penalties for non-compliance, more stringent environmental assessments of
proposed projects and heightened degree of responsibilities for companies
and their officers, directors and employees. Although presently, compliance
with such laws is not a significant factor in the Company's operations,
there is no assurance that future changes in environmental regulations, if
any, will not adversely affect the Company's operations.
14. SUBSEQUENT EVENTS
CAPITAL STOCK
Subsequent to the year end the following shares and stock options were
issued:
a) 475,337 Common shares for debt at $0.10 per share.
b) Subsequent to the year end, the Company received an additional $10,000
for the private placement. Pursuant to the private placement, the
Company issued 1,350,000 Common shares at $0.10 per share and
1,350,000 share purchase warrants entitling the holders to purchase an
additional 1,350,000 common shares at a price of $0.12 per share until
October 10, 2002 and at a price of $0.15 per share until October 10,
2003. 750,000 share purchase warrants were exercised into 750,000
common shares at $0.12 per share.
c) 50,000 Common shares for finder's fee at $0.10 per share.
d) 505,000 incentive stock options at a price of $0.17 per share until
February 27, 2007, canceling all previously granted incentive stock
options.
15. COMPARATIVE FIGURES
Certain comparative figures have been reclassified to conform with the
financial statement presentation adopted in current year.
- 27 -