Complete Copy
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. OR
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended November 30, 2002. OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _____________________to _________________________
Commission file 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. 7,085,736
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.
2002 2001 2000 1999 1998 1997 1995
Rate at end of Period $0.6397 $0.5717 $0.6678 $0.6862 $0.65 $0.70 $0.74
Average Rate During Period $0.6400 $0.5477 $0.6579 $0.6718 $0.68 $0.72 $0.73
High Rate $0.6651 $0.5922 $0.6695 $0.6535 $0.63 $0.70 $0.72
Low Rate $0.6189 $0.5032 $0.6411 $0.6890 $0.71 $0.75 $0.75
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 hornblende 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
PB 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 Management and Advisors..............7
ITEM 2 Offer Statistics and Expected Timetable............................7
ITEM 3 Key Information....................................................7
ITEM 4 Information on the Company.........................................12
ITEM 5 Operating and Financial Review and Prospects.......................21
ITEM 6 Directors, Senior Management and Employees.........................27
ITEM 7 Major Shareholders and Related Party Transactions..................31
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.........39
ITEM 12 Description of Securities Other than Equity Securities.............39
PART II
ITEM 13 Defaults, Dividend Arrears and Delinquencies.......................39
ITEM 14 Material Modifications to the rights of
Security Holders and Use of Proceeds...............................39
PART III
ITEM 17 Financial Statements...............................................40
ITEM 18 Financial Statements...............................................40
ITEM 19 Financial Statements and Exhibits..................................40
6
PART I
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.
Michael Bartlett, Miami Florida, Director of Triband Enterprise Corp.
William R. Green, Spokane, Washington, Director of Triband Enterprise Corp.
ADVISORS
The principal bankers are the Bank of Montreal, Main Branch, 595 Burrard Street,
Vancouver, BC.
The 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 Auditors are Sadovnick, Telford & Skov, Chartered Accountants, 6th Floor,
543 Granville St., Vancouver, BC
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
- ------------------------------------------------
Not Applicable
ITEM 3. KEY INFORMATION
- ------------------------
CHANGE IN ACCOUNTING POLICY
On December 1, 2000, we changed our accounting policy to expensing
development and exploration costs as incurred. This change in policy has been
retroactively applied. The effect of the change in accounting policy on the
financial statements of the current year is that $57,664 of exploration costs
were expensed that would otherwise have been capitalized. The overall effect of
the change in accounting policy is as follows:
======================================================================================================
Prior to change in policy 2002 2001 2000 1999 1998
- ------------------------------------------------------------------------------------------------------
Opening deficit $ -- $ 2,877,570 $ 1,418,297 $ 518,461 $ 289,659
Net loss for the year -- 679,437 1,459,273 899,836 228,803
- ------------------------------------------------------------------------------------------------------
Closing deficit -- 3,557,007 2,877,570 1,418,297 518,461
- ------------------------------------------------------------------------------------------------------
Restated, due to change
in policy:
- ------------------------------------------------------------------------------------------------------
7
Opening deficit 4,340,724 3,661,287 2,547,119 1,576,774 891,228
Net loss for the year 315,085 679,437 1,459,273 899,836 228,802
Net change due to
change in policy -- -- (345,105) 70,509 456,744
- ------------------------------------------------------------------------------------------------------
Closing deficit 4,655,809 4,340,724 3,661,287 2,547,119 1,576,774
- ------------------------------------------------------------------------------------------------------
Change in closing deficit -- 783,717 783,717 1,238,822 1,058,313
- ------------------------------------------------------------------------------------------------------
The overall effects of the change in accounting policy relating to the balances
of deferred exploration expenditures as at November 30, 1998, 1999, 2000 and
2001 are as follows:
===============================================================================================================
Prior to change in policy 2002 2001 2000 1999 1998
- ---------------------------------------------------------------------------------------------------------------
Opening deferred $ $ 1,128,822 $1,058,313 $ 601,569
exploration costs
Exploration expenditures
capitalized during the 88,823 224,791 456,744
year
Deferred exploration
costs written off () (433,928) (154,282) --
during the year
- ---------------------------------------------------------------------------------------------------------------
Closing deferred
exploration costs 783,717 1,128,822 1,058,313
- ---------------------------------------------------------------------------------------------------------------
Restated, due to change
in accounting policy: 2002 2001 2000 1999 1998
- ---------------------------------------------------------------------------------------------------------------
Opening and closing
deferred exploration -- 19,293 -- -- --
costs
- ---------------------------------------------------------------------------------------------------------------
Exploration expenditures
incurred and 57,664 19,293 88,823 224,791 456,744
expensed
- ----------------------------------------------------------------------------------------------------------------------------
SELECTED FINANCIAL DATA
SELECTED FINANCIAL DATA (CANADIAN GAAP)
YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED
2002 ($) 2001 ($) 2000 ($) 1999 ($) 1998 ($) 1997 ($) 1996 ($)
Revenues -- -- -- -- -- -- --
Exploration Expenses 57,664 19,293 88,823 224,791 456,744 177,476 50,059
Depletion, Depreciation 3,047 3,097 4,376 212 3,347 6,348 --
and Amortization
General and 225,434 280,157 283,430 370,236 138,234 43,833
Administrative Expenses 253,549
Other Income 1,092 1,892 194,209 11,818 219,927 120,953 8,043
8
Net Income (Loss) (315,085) (679,437) (1,114,168) (970,345) (228,802) (201,105) (85,849)
Per Share (0.06) (0.24) (0.42) (0.39) (0.02) (0.02) (0.02)
Working Capital 144,385 82,049 160,558 445,643 771,374 2,361,228 1,923,019
Deferred Exploration 19,293 88,823 224,791 1,907,394 1,283,748 631,746
Expenses
Other Assets 40,709 38,920 27,565 147,649 772,219 14,813 --
Long-Term Liabilities -- -- -- -- -- -- --
Shareholders Equity 185,094 118,964 613,144 2,635,401 3,450,987 3,659,789 2,554,765
SELECTED FINANCIAL DATA, US GAAP
YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED
2002 2001 2000 1999 1998 1997 1996
Revenues -- -- -- -- -- -- --
Exploration Expenses 57,664 19,293 88,823 224,791 456,744 601,690 681,805
Depletion, Depreciation 3,047 3,097 4,376 212 2,247 6,348 --
and Amortization
General and 253,549 225,434 704,826 403,901 410,236 138,234 48,833
Administrative Expenses
Other Income 1,092 1,892 7,424 11,818 219,927 120,953 8,043
Basic Net Income (Loss) (388,185) (679,437) (1,274,379) (1,115,822) (893,190) (916,536) (721,375)
Per Share (0.07) (0.24) (0.48) (0.39) (0.07) (0.09) (0.18)
Working Capital 144,385 82,049 160,558 445,643 771,374 2,361,228 547,619
Deferred Exploration -- -- -- -- -- -- --
Expenses
Other Assets 40,709 36,915 452,586 147,649 728,679 14,813 --
Long-Term Liabilities -- -- -- -- -- -- --
Shareholders Equity 164,207 14,355 568,772 593,292 1,500,053 2,376,041 1,923,019
CERTAIN RISKS OF OPERATION
Our 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 our 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. We
rely significantly on independent consultants and other professionals for
exploration and development expertise.
9
CAPITAL EXPENDITURES
We 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.
Our 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.
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
We have no production revenue. We do not have an operating history upon which
investors may rely. Moreover, we have no commercially viable properties at this
time.
We have limited financial resources, with no assurance that sufficient funding
will be available for future exploration and development or to fulfill our
obligations under current agreements. There is no assurance that we will be able
to obtain adequate financing in the future or that the terms of such financing
10
will be favorable. Failure to obtain such additional financing could result in
delay or indefinite postponement of further exploration and development of its
projects. Our accumulated deficit as at November 30, 2002 was $4,655,809.
METAL PRICES
We cannot control the marketability of the minerals we discovers. Metal prices
have fluctuated widely in recent years, and are affected by numerous factors
beyond our 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. We 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
Our 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 our 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
Our operations require licenses and permits from various governmental
authorities. There can be no assurance that we 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.
Our properties in the State of Nevada consist of the Whisky Canyon Property. The
Whisky Canyon Property includes Betty O'Neal mining claims leased from Battle
Mountain State Mortgage Bank and 23 Bet claims located by the Corporation. We
currently have licenses, issued by the Nevada Department of 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 fee for our property is as
follows: $1,100 USD for the Whisky Canyon Property. We are 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. Our 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 and between $0.10 and $0.46 in 2002. No
assurances can be made that our share price and volume will not continue to
fluctuate materially.
11
SIGNIFICANT UNCERTAINTIES
We currently do not have any producing mineral properties but are seeking
mineral property prospects. These projects may be subject to substantial
regulatory requirements, financing needs, and economic uncertainties. There is
no assurance that we 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 our 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 our operations.
We are in compliance with all applicable environmental laws and regulations in
Nevada, USA.
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 Corporation changed its name to
Triband Enterprise Corp. The authorized capital consists of an unlimited number
of common shares ("Common Shares") and an unlimited number of preferred shares,
without par value. As of November 30, 2002, its fiscal year end there were
7,085,736 Common Shares issued and outstanding and no preferred shares issued
and outstanding; there are 7,735,736 Common Shares issued and outstanding as of
May 25th, 2003.
The registered office is located at 2300 Western Gas Tower, 530- 8th Ave., S.W.,
Calgary, Alberta, T2P 3S8 and the head office is located at #903 - 1485 West 6th
Ave.,, Vancouver, British Columbia, V6H 4G1 (604) 331-0096. We have 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
We have one wholly owned subsidiary, Triband Resource U.S. Inc., located at 6121
Lakeside Dr., Suite 260, Reno, Nevada.
BUSINESS OF THE CORPORATION
- ---------------------------
DESCRIPTION AND GENERAL DEVELOPMENT
We are a natural resource corporation currently engaged in the acquisition and
exploration of mineral properties. We presently have no producing properties,
and there can be no assurance that a commercially viable body of ore (a reserve)
exists in any of our properties until appropriate drilling and/or underground
testing is done. A comprehensive evaluation based upon unit cost, grade
recoveries and other factors determines economic feasibility.
12
Prior to August 22, 1996, we conducted no business operations of any kind other
than those acts consistent with our attempts to acquire commercially viable
business interests in the natural resource industry.
During the five preceding fiscal years we have pursued our operations through
the acquisition and exploration of mineral properties in Canada, Vietnam and the
United States. Presently, our principal mineral property which is in the
exploration stage is located in Whiskey Canyon Nevada. We no longer have any
interest in the IP and PW Claims in Nevada and no longer have any interest in
mining properties in the Standard Creek property in British Columbia. As at
December 1, 1999 we wrote off the $422,682 expended on the Standard Creek
property. We are conducting no further exploration activities in British
Columbia at this time. In 2000, we wrote off $783,717 expended on the Nevada
properties.
On November 28, 1997, we acquired three exploration licenses in the Bac Giang
Province in Vietnam. We satisfied the minimum exploration expenditures required
on the Bac Giang Project during the first year of the licenses; however, because
of the unsatisfactory results of our exploration program, as well as the
uncertainties regarding renewal of its exploration licenses by the Vietnamese
government, we decided not to expend any further amounts on the project. As of
February 28, 1999, we wrote off $154,129 and abandoned the Bac Giang Project. We
are no longer conducting any activities in Vietnam at this time.
The table below illustrates our 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 our financial statements, the
figures below are consistent with U.S. GAAP.
2002 2001 2000 1999 1998 1997 1995
General Exploration 57,664 19,293 88,823 224,791 76,246 -- --
Mineral Properties -- 20,186 132,557 97,106 166,902 50,433 --
We have not prepared a budget for all our 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.
We employ 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. We utilize 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 2002 there was no change of business contemplated.
In April 2000, we decided to change its business focus to internet or high tech
ventures and completed a filing with the Canadian Venture Exchange regarding our
intention to change our business.
13
Subsequent to the year ended November 30th, 2000, on February 14th, 2001, we
announced that we had entered into preliminary 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 Vis Technologies Inc. acquisition. There were no
costs relating to this acquisition.
On May 2, 2000, we entered into a letter of intent with eFinancial Training.com
Inc. ("eFinancial") and the sole shareholder of eFinancial, pursuant to which we
had 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
Triband 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 shares will be released upon the achievement by eFinancial of certain
performance criteria to be determined.
Concurrent with the acquisition, we announced our intention to proceed with a
private placement of 1,800,000 units at the price of $0.45 per unit. Each unit
consisted of one common share and one share purchase warrant which entitled 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, we 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.
We intend to continue to review potential business opportunities in mining
exploration..
INVESTMENTS
In July 1999, we 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 totaling $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.
Concurrently, 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 corporation.
14
WHISKY CANYON
We are also actively seeking a joint venture partner for the Betty O'Neal
property located in Whisky Canyon, Nevada. The claims we acquired 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
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, we abandoned the Iowa claims in Nevada due to
economic reasons. During the 2001 to 2002 period, we abandoned the Chloride,
Defiance, Defiance No. 2, Dusang, Eagle, Grove Henry Logan, Highland Chief,
Monitor, Record, Ruby Silver, Ruth, Valley View and Yankee claims for economic
reasons.
DESCRIPTION OF PROPERTIES
- -------------------------
We are in the exploration stage and its properties are presently without a known
body of commercial ore. Our 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 and the 23 BET Claims we located in 1997 bordering the Betty O'Neal
patented claims.
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.
Our land package includes the Betty O'Neal claims under a mining leas agreement
with the Battle Mountain State Mortgage Bank and the 23 Bet claims we own,
bordering the Betty O'Neal patented claims. The Whisky Canyon Property is
located in T.30N, R.45E., sections 22,26,27,34 and 35.
15
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 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 Betty O'Neal claims are currently owed by Battle Mountain State Mortgage
Bank ("Battle Mountain"), a California corporation. Our 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 Battle Mountain agreed to lease exclusively to Triband, the
property and all minerals. Under the agreement we agreed to make an initial
payment for the property of $15,000 USD to Battle Mountain to be paid in two
installments of $7,500 USD each in July and February of each year of the lease.
Under the Mining Lease and Option Agreement, we agreed to pay and has agreed to
pay to Battle Mountain State Mortgage Bank the following:
PAYMENT AMOUNT
(US$)
DATE
July 8, 2002 (paid) $7,500
February 8, 2003 (paid) and each following year $7,500
for a period to be determined
16
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 us 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 $1,000,000 USD.
The Royalty Option may be exercisable by the us at any time within six (6)
months after we receive all approvals, consents, licenses and permits required
for the production of Insert 2nd minerals from the Whisky Canyon Property and
the commencement of development of a commercial mine on the Whisky Canyon
Property.
If we exercise the Option, our obligation to pay the minimum payments will
terminate. The Royalty percentage will also be reduced. The Royalty percentage
under the Mining Lease and Option Agreement rate is four percent (4%) of the net
smelter returns. However, this amount will be decreased to two percent (2%) upon
our exercise of one, but not both, of the Option or the Royalty Option.
Furthermore, we will be credited and the Royalty otherwise payable to St. George
Metals in any quarter will be reduced by the amount of any and all production
fees, production royalties or severance taxes assessed against, based on or
imposed or levied against the production of minerals, ore or product from the
Whisky Canyon Property which are paid by us to any party under the Underlying
Agreements relating to the Mining Lease and Option Agreement during the quarter.
We will be making no such payments under the Underlying Agreements except as
disclosed above.
The assessment work in accordance with the Mining Lease and Option Agreement was
carried out between September 1, 1998 and September 1, 1999. The Corporation has
a work commitment for exploration, development and reclamation work on the
Whisky Canyon Property as described below:
17
DATE LEASE YEAR COMMITMENT (US$)
July 9, 2000 (completed) $150,000
July 9, 2001 $200,000
July 9, 2002 $250,000
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, we 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, we
acquired an option to purchase 17 patented mining claims during a period of 15
years for a total purchase price of US$2,000,000 plus 2.5% net smelter royalty.
We are required to pay the following advance royalty payments:
Date Payment Amount (US$)
---- --------------------
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 we exercise 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 Triband after the sixth year. In addition,
we are 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
In the period 2001 to 2002 we abandoned certain claims in the area for economic
reasons. We have no further work commitments on the properties. The only
obligation we have is to the Battle Mountain State Mortgage Bank with respect to
the lease of the Betty O'Neal claims. We are obliged to pay the Battle Mountain
State Mortgage Bank a total of $15,000 USD per year in $7, 500 USD increments,
due in July and February of each year.
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
18
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.
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
19
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 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). We control 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
20
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
We are 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).
We are 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
We are involved in mineral exploration activities in Nevada, USA. To date, we
have no revenue from operations. Expenditures related to mineral exploration and
corporate overhead generated items are expensed. Exploration and overhead
expenditures fluctuate depending on the exploration stage of our various
projects and on the amount of available working capital. We are not restricted
in our ability to transfer funds to its subsidiaries.
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.
21
The following discussion of the operating results and financial position should
be read in conjunction with the consolidated financial statements (and related
notes).
RESULTS OF OPERATION
The net loss for the twelve months ended November 30, 2002 was $315,085 or $0.06
per share in comparison with $679,427 or $0.24 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 write off of mineral properties. Fully
diluted income (loss) per share for the year ended November 30, 2002 was ($0.06)
compared to ($0.24) for the previous year end of November 30, 2001.
YEAR ENDED NOVEMBER 30, 2002
Net loss for the year ended November 30,2002 under Canadian GAAP was $315,085 as
compared to $679,437 for the year ended November 30, 2001. The decrease in
losses is mainly due to the decreased cost in the acquisition of mineral
properties and decreased exploration costs..
Net loss for the year ended November 30, 2002 under US GAAP was $388,185 ( 2001
- - $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:
2002 2001 2000 1999 1998 1997
Loss for the year per
Canadian GAAP $ 315,085 $ 679,437 $1,114,437 $ 970,345 $ 228,802 $ 201,105
Compensation expense on
Granting Stock Options (1) $73,100 -- $ 476,404 $ 120,471
Acquisition of Mineral
Properties(2) -- $ 20,186 $ 132,577 $ 97,106 $ 40,742 $ 63,429
Write off of mineral
Properties under CDN
GAAP -- $ 433,724 $ 632,326 $ 37,900 $ 456,744 $ 601,569
---------- ---------- ---------- ---------- ----------
Loss for the year
Under US GAAP $ 388,185 $ 265,899 $1,090,823 $1,115,022 $ 893,190 $ 916,536
========== ========== ========== ========== ========== ==========
(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.
Total assets of the Corporation increased from $118,964 as at November 30, 2001
to $185,094 as at
22
November 30, 2002. During the year, the Corporation received $0 from the sale of
marketable securities and $12,750 from exercise of stock options.
In 2002, the Corporation expended a total of $57,664 on exploration programs on
the Whisky Canyon, and Bet properties in Nevada as compared to $19,293 in 2001.
YEAR ENDED NOVEMBER 30, 2000
Net loss for the year ended November 30, 2000 under Canadian GAAP was $1,114,168
as compared to $970,345 for the year ended November 30, 1999. The increase in
losses was mainly due to write-off of mineral properties for $632,326, deferred
exploration costs of $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 $613,144 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 $970,345
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 of $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.
23
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.
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.
24
YEAR ENDED NOVEMBER 30, 1995
- ----------------------------
There was no activity in the year ended November 30, 1995.
LIQUIDITY AND CAPITAL RESOURCES
Our primary source of funds since incorporation has been from the sale of our
Common Shares through private placements and the exercise of incentive stock
options and share purchase warrants. We have no revenue from mining to date and
do not anticipate mining revenues in the foreseeable future. We believe that we
have adequate working capital to proceed with its planned exploration programs.
We have no loan agreements or other current financing plans to raise additional
capital. However, the Board of Directors may seek to increase the exploration
budget through private placements if we receive positive geological results
warranting future exploration.
We have 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, we have agreed to pay
St. George Metals at total of $150,000 USD in exploration expenditures by July
9, 2002. 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, 2002
During the year ended November 30, 2002, the Corporation used $256,596 of its
cash resources for operating activities and $57,664 in its investing activities.
Including in the investing activities was $0 for mineral properties $57,664 for
exploration costs, and $0 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 $330,500 from private placements $180,250 from
the exercise of warrants and $12,750 from the exercise of incentive stock
options. As a result, the Corporation had a negative cash flow of $315,085 and a
cash balance of $126,202 as at November 30, 2002.
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 $679,437 and a cash balance of $59,833
as at November 30, 2001.
Year Ended November 30, 2000
During the year ended November 30, 2000, the Corporation used $368,980 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
$1,114,168 and a cash balance of $128,622 as at November 30, 2000.
25
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.
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 $456,744 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
We currently do not have any producing mineral properties but are seeking
mineral property prospects. These projects may be subject to substantial
regulatory requirements, financing needs, and economic uncertainties. There is
no assurance that we 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.
26
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
- ---------------------------------------------------
The following table sets forth the names and addresses of each of our directors
and officers, their principal occupations and their respective date of
commencement of their term. All directors and officers hold office until the
next annual general meeting of our shareholders or until successor be appointed.
- --------------------------------------------------------------------------------------------------------------------
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 248,300 3. 5%
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 .6%
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(4) Director and Corporate Secretary of Nil N/A
Vancouver, British Columbia the Company since March, 2000.
Canada Independent Corporate Finance
Corporate Secretary and Director Consultant 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
- --------------------------------------------------------------------------------------------------------------------
27
- --------------------------------------------------------------------------------------------------------------------
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 TSX Venture
Exchange; from 1996 to present, President
& CEO of Creative Entertainment &
Technologies, Inc., a public company
trading on the TSX Venture Exchange; from
January 1995 to 1996 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
Centram Exploration Ltd, a public
company listed on the TSX Venture
Exchange from 1998 to present;
Vice-President and Director of
Petromin Resources Ltd., a public
company listed on the TSX 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
(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, 290,161 Common Shares
of the Corporation, representing 4.1% of the total issued and outstanding
Common Shares of the Corporation as at May 25th, 2003.
(4) Sam Szajman resigned at an officer and director in July, 2002.
MANAGEMENT
At the Annual General Meeting held on August 9, 2002, Gary Freeman, Michael
Bartlett, William Green, and Jerry Pogue were elected as directors of the
Company. Mr. Freeman was elected to the office of President at that time. Sam
Szajman resigned as a Director and Secretary in July, 2002.
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
We have no investor relations agreements in place.
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")
28
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.
SUMMARY COMPENSATION TABLE
- --------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
Awards Payouts
- ---------------------------------------------------------------------------------------------------------------------------
Common
Shares Restricted All other
Other Under Shares or LTIP Compensation
Name and Principal Fiscal Salary Bonus Annual Comp Options\ Restricted Payout ($)
Position Year End ($) ($) ($) SARs granted Share Units ($)
(#) ($)
- ---------------------------------------------------------------------------------------------------------------------------
Gary R. Freeman, Nov. 30/02 $60,000 Nil Nil 250,000 Nil Nil Nil
Director, President
Nov. 30/01 $60,000 Nil Nil
Nov. 30/00 $60,000 Nil $30,000
- ---------------------------------------------------------------------------------------------------------------------------
Jerry G. Pogue Nov. 30/02 Nil Nil Nil 90,000 N/A N/A N/A
Director,
Nov. 30/01 Nil Nil Nil 45,000 N/A N/A N/A
Nil Nil Nil
Nil Nil Nil
Nov. 30/00 $51,250 N/A N/A 45,000 Nil Nil Nil
Nov. 30/99 $55,000 Nil Nil Nil
Nov. 30/98 $46,000 Nil Nil Nil
Nov. 30/97 Nil Nil Nil 100,000
Nov. 30/96 Nil
- ---------------------------------------------------------------------------------------------------------------------------
William R. Green, Nov. 30.02 Nil Nil $31,400 50,000
Director
Nov. 30/01 Nil $10,000 20,000 NA N/A N/A
Nov. 30/00 $ 6,787
- ---------------------------------------------------------------------------------------------------------------------------
Michael Bartlett, Nov. 30/02 Nil Nil Nil 50,000 N/A N/A N/A
Director
Nov. 30/01 Nil Nil Nil 20,000 N/A N/A N/A
Nov. 30/00 Nil Nil Nil
- ---------------------------------------------------------------------------------------------------------------------------
Shalom (Sam) Nov. 30/02 Nil Nil Nil 25,000 N/A N/A N/A
Szajman, Director
Nov. 30/01 Nil Nil $ 5,000 20,000 N/A N/A N/A
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
- ---------------------------------------------------------------------------------------------------------------------------
29
- ---------------------------------------------------------------------------------------------------------------------------
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. 30/978 Nov. 30/97 309 Nil Nil 95,000 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.
(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 former Director of the Corporation's subsidiary Triband Resource US
Inc. and provides geology consulting services.
A Company partially owned by William Green received compensation for geological
services in 2002.
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, 2002, there were warrants outstanding for the right to
purchase 50,000 common share exercisable at a price of $0.12 per share until
October 10, 2002 and at $0.15 per share until October 10, 2003.
There were a further warrants outstanding to purchase 769,166 common share
exercisable at a price of $0.30 per share until April 7, 2004. With the
exception of 238,000 warrants owned by G.F. Consulting Corp., a company owned
and controlled by the President, all remaining warrants are owned by private
individuals or corporations not related to Triband.
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 10, 2003. These
warrants are owned by G.F. Consulting, of Vancouver, B.C. Canada as to 150,0000,
the balance of these warrants are owned by private individuals or corporations
not related to Triband.
DEFINED BENEFIT OR ACTUARIAL PLAN DISCLOSURE
We have no defined benefit or actuarial plans.
TERMINATION OF EMPLOYMENT, CHANGES IN RESPONSIBILITY AND EMPLOYMENT CONTRACTS
We do not presently have any outstanding employment contracts.
30
MANAGEMENT AND CONSULTING CONTRACTS
We currently utilize 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. Pursuant to an agreement made in July, 2002, Mr. Percival's services
were no longer required and a payment of USD$10,000 was made to Mr. Percival
with respect to any Finder's Fee payable to Mr. Percival for any past or future
acquisitions we may make.
COMPENSATION OF DIRECTORS
We have no arrangements, standard or otherwise, pursuant to which directors are
compensated by the us for their services in their capacity as directors, or for
committee participation, involvement in special assignments or for services as
consultant or expert during the most recently completed financial year or
subsequently.
None of our directors have received any manner of compensation for services
provided in their capacity as directors during the most recently completed
financial year with the exception of stock options granted to our directors. See
Item 12 below.
PROPOSED COMPENSATION
We have determined the amount of compensation to be granted to directors and
Named Executive Officers for the 12 months beginning December 1, 2001 as
follows:
MONTHLY YEARLY
CDN. CDN.
---------------------------------------------------------------------
Gary Freeman $5,000 $60,000
Except as disclosed above, we have no standard arrangement pursuant to which
Named Executive Officers or directors are compensated for their services, except
for the granting from time to time of incentive stock options in accordance with
policies of the TSX Venture Exchange.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
- ----------------------------------------------------------
During fiscal 2002, G.F. Consulting Corp. a private corporation wholly owned by
Gary Freeman the President and a director participated in two private placements
whereby G.F. Consulting Corp., purchased 150,000 common shares at $0.10 per
share and 238,000 common shares at $0.23 per share and 150,000 common share
purchase warrants exercisable at $0.15 and 238,000 common share purchase
warrants exercisable at $0.30.
We utilize the services of Dr. William R. Green, a director and Secretary as a
geologist. Dr. Green has provided geological and consulting services to Triband
regarding our existing properties and in helping to identify other
31
Management Inc., a company owned by Dr. Green and his associates. The
compensation paid to Dr. Green is comparable to that which would have been paid
for services rendered by unaffiliated parties.
We pay G.F. Consulting Corp., a company wholly owned by Gary Freeman, our
President and a director for rent and communication expenses. The compensation
paid to Mr. Freeman is comparable to that which would have been paid for
services rendered by unaffiliated parties.
We participated in a private placement dated March 23, 1998, with Indico
Technologies Corporation ("Indico"), a corporation listed on the TSX Venture
(formerly the Canadian Venture Exchange and formerly the Alberta Stock
Exchange). We 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 Triband do not have any common directors or officers.
We used to utilize the services of Mr. Arthur Radtke, our Vice-President
Exploration and Secretary, as a geologist for the Corporation. Mr. Radtke has
provided geological and consulting services to Triband regarding our existing
properties and in helping to identify other properties of potential interest. We
used to compensate 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 was comparable to that which would have been paid for services
rendered by unaffiliated parties.
There was 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. These
options were cancelled in February 2002.
Pursuant to a Letter of Engagement dated February 18, 1997 ("Letter of
Engagement") we engaged the geological services of Mr. Timothy J. Percival.
Under the Letter of Engagement, we compensated Mr. Percival at a rate of $350.00
USD/day, billable on a monthly basis. We also agreed to reimburse Mr. Percival
for all reasonable out of pocket expenses. In addition to the above, we also
agreed to reimburse Mr. Percival a total of $395.00 USD/month towards office
expenses. In accordance with the Letter of Engagement, we agreed to pay a
finder's fee to Mr. Percival if we acquires a property based upon general
information and data supplied by Mr. Percival. We paid a total of $151,973
during the 1998 to 2000 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. Mr. Percival's services were no longer required and
this agreement was terminated in July 2002, upon payment to Mr. Percival of
USD$10,000 in consideration of any future finder's fees and acquisitions.
We 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. These options were cancelled in February, 2002.
We paid a total of $ 55,000 during the 1996 period to Mr. Jerry G. Pogue in
consulting fees. Mr. Jerry G. Pogue also has two separate Stock Option
Agreements, 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. These options were cancelled February, 2002.
We 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. These options were cancelled February, 2002.
32
As of February 28, 1999, the end of our first quarter, We wrote off $154,129 and
abandoned the Bac Giang Project in Vietnam due to the unsatisfactory results of
the exploration program, as well as the uncertainties regarding renewal of its
exploration licenses by the Vietnamese government. We are conducting no further
activities in Vietnam at this time. The 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 Triband and Palmer. We paid a total of
$69,548 during the 1998 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 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 TSX
Venture Exchange under the trading symbol "TRD" trades on the NASD's OTC
Electronic Bulletin Board under the symbol TRDBF. 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 TSX Venture Exchange as
a normal course issuer.
ITEM 10. ADDITIONAL INFORMATION
- ----------------------------------
OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES
As at February 27, 2002 we cancelled all previously outstanding stock options
and issued rights to purchase or acquire an aggregate of 505,000 Common Shares
pursuant to stock options and other outstanding rights to purchase securities,
including the warrants listed below. The closing market price of the Common
Shares on November 30, 2002 on the TSX Venture Exchange was $0.17.
OUTSTANDING EMPLOYEE AND DIRECTOR STOCK OPTIONS AS AT NOVEMBER 30, 2002
- ------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------
Jerry Pogue 90,000 March 1, 2002 $0.17 March 1, 2007 $16,150
- ------------------------------------------------------------------------------------------------------------
Gary Freeman 250,000 March 1, 2002 $0.17 March 1, 2007 $34,000
- ------------------------------------------------------------------------------------------------------------
Michael Bartlett 50,000 March 1, 2002 $0.17 March 1, 2007 $8,500
- ------------------------------------------------------------------------------------------------------------
Sam Szajman 25,000 March 1, 2002 $0.17 March 1, 2007 $4,250
- ------------------------------------------------------------------------------------------------------------
William R. Green 65,000 March 1, 2002 $0.17 March 1, 2007 $8,500
- ------------------------------------------------------------------------------------------------------------
Kathleen Martin 25,000 March 1, 2002 $0.17 March 1, 2007 $4,250
- ------------------------------------------------------------------------------------------------------------
TOTAL 505,000 $75,650
- ------------------------------------------------------------------------------------------------------------
33
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, poison 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
ALL PROSPECTIVE INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH
RESPECT TO THE SPECIFIC TAX CCONSEQUENCES OF PURCHASING THE COMMMON SHARES
CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES TO UNITED STATES INVESTORS
- ---------------------------------------------------------------------------
The following is a summary of the principal Canadian federal income tax
consequences to a shareholder of acquiring, holding and disposing of common
share where, for the purposes of the ITA, the holder (a) is not resident in
Canada, (b) does not, and is not deemed to, carry on business in Canada, (c)
holds common shares as capital property, and (d) is the beneficial owner of the
common shares, and where, for the purposes of the Canada-United States Income
Tax Convention (1980) (the "Convention"), the shareholder is resident in the
United States.
The summary is based on the current provisions of the ITA and the regulations
thereunder and on the Company's understanding of the current administrative
practices of Canada Customs and Revenue Agency. The provisions of the ITA are
subject to the provisions of the Convention. The summary also takes into account
all specific proposals to amend the ITA and the regulations thereunder publicly
announced by the Minister of Finance of Canada through November 1997. The
summary does not otherwise take into account or anticipate any changes in law,
whether by legislative, governmental or judicial decision or action, nor does it
take into account or consider any provincial, territorial or foreign income tax
considerations. The summary is of a general nature only and is not a substitute
for independent advice from a shareholder's own tax advisors.
DIVIDENDS ON COMMON SHARES
- --------------------------
Under the ITA, a nonresident of Canada is generally subject to Canadian
withholding tax at the rate of 25% on the gross amount of dividends paid or
credited to him by a corporation resident in Canada. The Convention limits the
rate to 15% of the gross amount of the dividends if the shareholder is resident
in the United States and the dividends are beneficially owned by him. The
Convention further limits the rate to 10% of the gross amount of the dividends
if the shareholder is also a corporation that beneficially owns at least 10% of
the voting stock of the payor corporation.
The Convention generally exempts from Canadian withholding tax dividends paid to
a religious, scientific, literary, educational or charitable organization or to
an organization exclusively administering a pension,
34
retirement or employee benefit fund or plan, if the organization is resident in
the United States and exempt from income tax under the laws of the United
States. However, the payor of such dividends may still be required to withhold
and remit tax to Canada Customs and Revenue Agency (which is refundable upon
application by the organization) unless the organization has obtained a valid
letter of exemption from Canada Customs and Revenue Agency. Organizations in
possession of a valid letter of exemption are normally listed in Revenue
Canada's annual publication, "List of United States Organizations Exempt from
Canadian Non-Resident Tax under Article XXI (1) of the Canada-United States Tax
Convention."
DISPOSITION OF COMMON SHARES
- ----------------------------
The proceeds of disposition to a nonresident of Canada from the disposition of
common shares will be the sale price therefore. However, if common shares are
purchased by the Company from a nonresident of Canada other than in an open
market in the manner in which shares would normally be purchased by the public,
the proceeds of disposition to the shareholder will generally be the paid-up
capital of the common shares and the balance of the price received will be
deemed to be a dividend and taxable as described under "Dividends on common
shares."
Under the ITA only capital gains and capital losses realized on the disposition
of `taxable Canadian property" are taken into account by a nonresident of Canada
in computing income. The common shares will constitute taxable Canadian property
to a nonresident of Canada in a particular time, if any time in the preceding
five year, 25% or more of the issued shares of any class or series of the
capital stock of the Company belonged to the non-resident person, to persons
with whom the non-resident person did not deal at arm's length or to the
non-resident person and persons with whom he did not deal at arm's length.
The capital gains (or capital loss) of a non-resident of Canada from the
disposition of common shares that are "taxable Canadian property" will be the
amount, if any, by which his proceeds of disposition, less any costs of
disposition, exceed (or are far less than) the adjusted cost base of the common
shares to the holder immediately prior to the disposition. The portion of a
capital gain (the "taxable capital gain") and the portion of a capital loss (the
"allowable capital loss") required to be taken into account currently is as
follows:
July 1, 1999 - February 27, 2000 - 75%
February 28, 2000 - October 17, 2000 - 66 2/3%
October 18, 2000 - December 31, 2000 - 50%
Any allowable capital loss realized by the shareholder will, subject to the
rules in the ITA which deny or restrict the ability to utilize losses, be
deductible from taxable capital gains realized by the shareholder in the current
tax year, the three preceding taxation years or future taxation years.
The Convention relieves Unites States residents from liability for Canadian tax
on capital gains derived from a disposition of common shares unless:
(a) their value is derived principally from real property in Canada;
(b) the holder was resident I Canada for 120 months during any period 20
consecutive years preceding, and at any time during the 10 years
immediately preceding, the disposition and the common shares (or, in
certain circumstances, property for which the common shares were
substituted) were owned by him when he ceased to be resident in Canada;
or,
(c) they formed part of the business property of a permanent establishment
the holder has or had within the 12 months preceding disposition, or
pertained to a fixed base the holder has or had in Canada, or was
available to the United States resident in Canada for purposes of
performing independent personal services within the 12 month preceding
the disposition.
We do not believe that the value of our shares is derived principally from real
property in Canada.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO UNITED STATES INVESTORS
- --------------------------------------------------------------------------------
35
The following general discussion sets forth a summary of the material Unites
States federal income tax consequences that are applicable to the following
persons who invest in and hold common shares as capital assets ("U.S.
Shareholders"): (i) citizens or residents (as specifically defined for federal
income tax purposes) of the United States, (ii) corporations or partnerships
created or organized in the United States or under the laws of the Unites States
or of any state and (iii) estates or trusts the income of which is subject to
Unites States federal income taxation regardless of its source. This discussion
does not deal with (a) all aspects of federal income taxation that may be
relevant to a particular U.S. Shareholder based on such U.S. Shareholder's
particular circumstances (including potential application of the alternative
minimum tax), (b) certain U.S. shareholders subject to special treatment under
the federal income tax laws or foreign individuals or entities, (c) U.S.
Shareholders owning directly or by attribution 10% or more of the common shares,
or (d) any aspect of state, local or non-United States tax laws. Additionally,
the following discussion assumes that the Company will not be classified as a
"foreign personal holding company" under the Internal Revenue Code of 1986, as
amended (the "Code")
PASSIVE FOREIGN INVESTMENT COMPANY
- ----------------------------------
For any taxable year of the Company, if 75% or more of the Company's gross
income is "passive income" (as defined in the Code) or if at least 50% of the
Company's assets, by average fair market value (or by adjusted income tax bases
if the Company elects), are assets that produce or are held for the production
of passive income, the Company will be a Passive Foreign Investment Company
("PFIC"). The Company may be a OFIC and, if so, may continue to be a PFIC for
the foreseeable future.
A U.S. Shareholder of a PFIC is subject to special U.S. federal income tax rules
in Sections 1291 to 1297 of the Code. As described below, these provisions set
forth two alternative tax regimes at the election of each such U.S. Shareholder,
depending upon whether the U.S. Shareholder elects to treat the Company as a
"qualified electing fund" (a "QEF Election")
U.S. SHAREHOLDERS ARE STRONGLY URGED TO CONSIDER MAKING A QEF ELECTION TO AVOID
CERTAIN POTENTIALLY SIGNIFICANT ADVERSE U.S. TAX CONSEQUENCES
1. The QEF Election Alternative
Each U.S. Shareholder is strongly urged to consider making a QEF Election
because of the potential benefits of such election that are discussed below and
because the Company anticipates that it will not have any earnings and profits
(as computed for United States federal income tax purposes) for the current
taxable year and little, if any, earnings and profits for any future taxable
year in which the Company is a PFIC. (There can be no assurance, however, that
this will be the case.) Accordingly, the timely making of the QEF Election as
discussed below, generally should, subject to the discussion below under "Other
"PFIC Rules", avoid any significant adverse United States federal income tax
consequences resulting form any classification of the Company as a PFIC,
although this may depend on a particular U.S. Shareholder's particular
circumstances.
A U.S. Shareholder who elects in a timely manner to treat the Company as a QEF
(an "Electing U.S. Shareholder") will be subject under Section 1293 of the Code,
to current federal income tax for any taxable year in which the Company is a
PFIC (or is treated as a PFIC with respect to the U.S. shareholder) on such
Electing U.S. Shareholder's pro rata share of the Company's (i) "net capital
gain" (the excess of net long term capital gain over net short-term capital
loss), which will be taxed as long-term capital gain to the Electing U.S.
Shareholder and (ii) "ordinary earnings" (the excess of earnings and profits
over net capital gain), which will be taxed as ordinary income to the Electing
U.S. Shareholder, in each case, for the shareholder's taxable year in which (or
with which) the Company's taxable year ends, regardless of whether such amount
actually are distributed. An Electing U.S. Shareholder, however, would not take
into account any income with respect to any taxable year of the Company for
which it has no earnings and profits. Adjustments are provided generally to
prevent double taxation at the time of later distributions on or dispositions of
common shares.
36
The QEF election also allows the electing U.S. Shareholder to (i) generally
treat any gain realized on the disposition of common shares (or deemed to be
realized on the pledge of such shareholder's common shares) as capital gain;
(ii) treat such shareholder's share of the Company's net capital gain, if any,
as long-term capital gain instead of ordinary income; (iii) probably (although
in the absence of regulations this matter is not free from doubt) retain the
case of an individual Electing U.S. Shareholder, the "step-up" in the tax basis
of common share to the fair market value of such shares on the date of such
Electing U.S. Shareholder's death (which would otherwise not be retained); and
(iv) generally avoid interest charges resulting from PFIC status altogether.
In the event the Company is deemed a PFIC, the Company intends to comply with
the reporting requirements prescribed by Treasury regulations. In particular,
the Company will maintain information so that the ordinary earnings and net
capital gain of the Company may be determined. However, future regulations may
contain reporting and record-keeping requirements that are so onerous that it
would not be practicable for the Company to comply. If, after review of the
requirements, the company decides not to comply with the PFIC record-keeping
requirements, the company will so notify its shareholders.
A QEF election must be made by attaching the following document to the timely
filed US. Federal income tax return for the first taxable year of the U.S.
Shareholder in which or with which a taxable year of the company during which
the Company was a PFIC and the U.S. Shareholder held (or was considered to have
held) common shares ends: (i) a "Shareholder Section 1295 Election Statement"
executed by the U.S. Shareholder, (ii) a "PFIC Annual Information Statement"
received by the U.S. Shareholder from the Company, and (iii) a Form 8621. In
addition, the Electing U.S. Shareholder must file a copy of the Shareholder
Section 1295 Election Statement with the Internal Revenue Service Center, P.O.
Box 21086, Philadelphia, PA 19114. In the case of common shares owned through a
U.S. entity, the election is made at the entity level.
The following three paragraphs apply to Electing U.S. Shareholders:
Dividends Paid on Common shares. Dividends paid on common shares (including any
Canadian taxes withheld) to an Electing U.S. Shareholder will be treated as
ordinary dividend income for United States federal income tax purposes to the
extent of the Company's current and accumulated earnings and profits (as
computed for U.S. federal income tax purposes) unless paid out of earnings and
profits that were taxed to the Electing U.S. Shareholder under the QEF rules.
Such dividends generally will not qualify for the dividends-received deduction
avaialbe to corporation. Amounts in excess of such earnings and profits will be
applied against the Electing U.S. Shareholder's tax basis in the common shares,
and to the extent in excess of such tax basis, will be treated as gain from the
sale or exchange of such common shares.
Credit for Canadian Taxes withheld. Subject to the limitations set forth in
Section 904 of the Code (which generally restricts the availability of foreign
tax credits to a U.S. Shareholder's tax liability attributable to foreign source
income of the same type as the income with respect to which the tax was imposed,
as determined under complex U.S. tax rules), the Canadian tax withheld or paid
with respect to dividends on the common shares generally may be taken as a
foreign tax credit again United States federal income taxes by an Electing U.S.
Shareholder who chooses to claim such a credit for the taxable year. Electing
U.S. Shareholders who do not choose to claim foreign tax credits for a taxable
year may claim a United States Tax deduction for such Canadian tax in such
taxable year.
Disposition of common shares. Any gain or loss on a sale r exchange of common
shares by an Electing U.S. Shareholder will be capital gain or loss, which will
be long-term capital gain or loss if the common shares have been held for more
than one year, and otherwise will be short-term capital gain or loss. The sale
of common shares through certain brokers may be subject to the information
reporting and back-up withholding rules of the Code.
2. The Non-QEF Alternative
If a U.S. Shareholder does not timely make a QEF election for the first taxable
year of the Company during which he holds (or is considered to hold) the common
shares in questions and the Company is a PFIC (a
37
"Non-electing U.S. Shareholder"), then special rules under Section 1291of the
Code will apply to (i) gains realized on the disposition (or deemed to be
realized by reason of a pledge) of common shares, and (ii) certain "excess
distributions" (as defined in the Code) by the Company. The Company has never
made any distributions with respect to the common shares and it does not
anticipate making any such distributions in the foreseeable future. A
non-electing U.S. Shareholder generally would be required to pr-rate all gains
realized on the disposition of common shares and all excess distributions over
such shareholder's entire holding period of the common shares. All gains or
excess distributions allocated to prior years of the U.S. Shareholder (provided
that such periods are not prior to the first day of the first taxable year of
the Company during such U.S. Shareholder's holding period and beginning after
December 31, 2986 for which it was a PFIC) would be taxed at the highest tax
rates for each such prior year applicable to ordinary income. (Special foreign
tax credit rules apply with respect to withholding taxes imposed on amounts that
are treated as excess distributions.) the Non-electing U.S. Shareholder also
would be liable for interest on the foregoing tax liability for each such prior
year calculated as if such liability had be due with respect to teach such prior
year. A non-electing U.S. Shareholder that is not a corporation must treat this
interest charge as "personal interest" which is non-deductible. The balance of
the gain or the excess distribution will be treated as ordinary income in the
year of the disposition or distribution and no interest charge will be incurred
with respect to such balance.
If the company is a PFIC for any taxable year during which a Non-electing U.S.
Shareholder holds (or is considered to hold) common shares, then the Company
will continue to be treated as a PFIC with respect to such common shares, even
if it is no longer definitely a PFIC. A Non-electing U.S. Shareholder may
terminate this deemed PFIC status by electing to recognize gain (which will be
taxed under the rules discussed above for Non-electing U.S. Shareholders) as if
such common shares had been sold on the last day of the last taxable year for
which it was a PFIC. Certain other elections are also available to Non-electing
U.S. Shareholders.
Other PRIC Rules:
Certain special, generally adverse, rules will apply with respect to the common
shares while the Company is a PFIC, regardless of whether the common shares are
held (or considered to be held) by an Electing or Non-electing U.S. Shareholder.
For example, under Section 1297(b)(6) of the Code, a U.S. Shareholder who uses
PFIC stock as security for a loan (including a margin loan) will, except as may
be provided in regulations, be treated as having made a taxable disposition of
such stock. In addition, under Section 1291(f) of the Code, the Treasury has the
authority to issue regulations that would treat as taxable certain transfers
that are generally not so treated, such as gifts, exchanges, pursuant to
corporate reorganizations, and transfers at death, although it is not clear that
such authority extends to transfers by Electing U.S. Shareholders.
FUTURE DEVELOPMENTS
- -------------------
The foregoing discussion is based on existing provisions of the Code, existing
and proposed regulations thereunder, and current administrative rulings and
court decisions, all of which are subject to change. Any such changes could
affect the validity of this discussion. In addition, the implementation of
certain aspects of the PRIC rules requires the issuance of regulations which in
many instances have not yet been promulgated and which may have retroactive
effect. Furthermore, legislation has bee proposed which would replace the PRIC
provisions with a consolidated anti-deferral regime. While this legislation was
vetoed, it may be re-introduced in subsequent years.
38
ALL PROSPECTIVE INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH
RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF PURCHASING THE COMMON SHARES.
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 15. CONTROLS AND PROCEDURES
- --------------------------------
Not Applicable
ITEM 16. AUDIT COMMITTEE FINANCIAL EXPERT
- -----------------------------------------
Jerry Pogue is our audit committee financial expert. Mr. Pogue has significant
past experience as an investment advisor in assessing the performance of
companies or public accounts with respect to the preparation, auditing or
evaluation of financial statements.
B. CODE OF ETHICS
- -----------------------
We have not adopted a written code of ethics as we have functioned as a public
company since 1994 and have met with all regulatory requirements since that
time. Our board of directors promotes honest and ethical conduct, including the
actual or apparent conflicts of interest between personal and professional
relationships. Our board of directors has always upheld the full, fair,
accurate, timely and understandable disclosure in reports that we file to the
Commission and in other public communications we make and have made in the past.
We have always been in compliance with all applicable governmental laws, rules
and regulations. At present, we rely upon the integrity and reputations of our
board members and they accept responsibility and accountability for the
direction of the Company. Should we expand our exploration activities and expand
our board of directors, we will adopt a written code of conduct for our
directors and management team.
39
PART III
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, 2002 and
2001
ITEM 18. FINANCIAL STATEMENTS
- ------------------------------
See Item 17
ITEM 19. 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 *
40
* The exhibits included in the Registrant's original Form 20-F are hereby
incorporated by reference.
41
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 27, 2003
------------
42
<Page>
CERTIFICATIONS
--------------
I, Gary Freeman, certify that:
1. I have reviewed this annual report on Form 20-F of Triband
Enterprise Corp.
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation
Date"); and,
c. presented this annual report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date.
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
43
a. all significant deficiencies in the design or operation of
internal controls which would adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors and material weaknesses in internal
controls; and,
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and,
6. The registrant's other certifying officers and I have indicated in
the is annual report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: May 27, 2003
By: /s/ Gary Freeman
---------------------------
Gary Freeman, President &
Director
43
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
NOVEMBER 30, 2002
AUDITORS' REPORT
TO THE SHAREHOLDERS OF
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(AN EXPLORATION STAGE COMPANY)
We have audited the consolidated balance sheets of Triband Enterprise Corp.
(formerly Triband Resource Corporation) as at November 30, 2002 and 2001, and
the consolidated statements of operations and cumulative loss, cash flows and
shareholders' equity and deficit for each of the years then ended, as well as
2002 and 2001 changes to the cumulative amounts from the date of incorporation
on October 7, 1994 to November 30, 2002. 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, 2002
and 2001, and the results of its operations and cumulative loss, cash flows and
changes in shareholders' equity and deficit for each of the years then ended, as
well as 2002 and 2001 changes to the cumulative amounts from the date of
incorporation on October 7, 1994 to November 30, 2002 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.
Canadian generally accepted accounting principles vary in certain significant
respects from accounting principles generally accepted in the United States.
Application of accounting principles generally accepted in the United States
would have affected results of operations for each of the years in the
three-year period ended November 30, 2002 and shareholders' equity as at
November 30, 2002 and 2001 to the extent summarized in Note 12 of the
consolidated financial statements.
The consolidated statements of operations and deficit, cash flows and changes in
shareholders' equity for the year 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, BC
April 2, 2003
2
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
(Expressed in Canadian Dollars)
AS AT NOVEMBER 30,
====================================================================================================
Notes 2002 2001
- -----------------------------------------------------------------------------------------------------
ASSETS
CURRENT
Cash and cash equivalents $ 126,202 $ 59,833
Receivables 7,169 15,986
Prepaid expenses 11,014 6,230
------------- -----------
144,385 82,049
PROPERTY, PLANT AND EQUIPMENT 3 13,144 9,350
INVESTMENTS 5 27,565 27,565
------------- -----------
$ 185,094 $ 118,964
=====================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
Accounts payable and accrued liabilities 7 $ 18,293 $ 102,035
Due to affiliated company 7 2,594 2,594
------------- -----------
20,887 104,629
------------- -----------
NATURE AND CONTINUANCE OF OPERATIONS 1
CONTINGENCY 9
SHAREHOLDERS' EQUITY
Capital stock 6 4,820,016 4,230,059
Common shares committed to be issued 6 -- 125,000
Deficit accumulated during the exploration stage (4,655,809) (4,340,724)
-------------- -----------
164,207 14,335
------------- -----------
$ 185,094 $ 118,964
=====================================================================================================
ON BEHALF OF THE BOARD:
"Gary Freeman" "Jerry Pogue"
_______________________ 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 CUMULATIVE LOSS
(Expressed in Canadian Dollars)
===============================================================================================
Cumulative
Amounts
From
October 7,
1994 to Years Ended November 30,
November 30, --------------------------------------------
2002 2002 2001 2000
- -----------------------------------------------------------------------------------------------
OPERATING EXPENSES
Amortization $ 19,327 $ 3,047 $ 3,097 $ 4,376
Consulting fees 404,696 100,522 108,667 87,790
Exploration costs 1,626,360 57,664 19,293 88,823
Listing and transfer agent fees 144,592 23,979 24,523 11,593
Office 248,020 64,571 31,931 40,400
Professional fees 156,692 40,798 26,956 14,495
Property investigation 186,563 -- 10,000 196
Rent 78,952 78 1,416 13,049
Salaries and benefits 80,308 -- -- --
Shareholders' communications 377,621 4,175 10,466 74,107
Travel 89,522 19,426 8,378 34,151
----------- ----------- ----------- -----------
(3,412,653) (314,260) (244,727) (368,980)
INTEREST INCOME 197,193 1,092 1,892 7,424
INVESTMENT INCOME 27,565 -- -- 27,565
GAIN ON SALE OF MARKETABLE
SECURITIES 100,703 -- -- 100,703
GAIN (LOSS) ON FOREIGN EXCHANGE 159,220 (1,917) (1,106) (3,154)
LOSS ON DISPOSAL OF PROPERTY,
PLANT AND EQUIPMENT (7,189) -- -- --
IMPAIRMENT OF MINERAL PROPERTIES (1,100,722) -- (435,496) (632,326)
WRITE-DOWN OF MARKETABLE
SECURITIES (374,526) -- -- --
WRITE-DOWN OF INVESTMENTS (245,400) -- -- (245,400)
----------- ----------- ----------- -----------
NET LOSS FOR THE PERIOD $(4,655,809) $ (315,085) $ (679,437) $(1,114,168)
==============================================================================================
BASIC AND DILUTED LOSS PER SHARE $ (0.06) $ (0.24) $ (0.42)
BASIC AND DILUTED WEIGHTED
AVERAGE COMMON SHARES
OUTSTANDING 5,712,781 2,777,293 2,675,356
================================================================================================
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, --------------------------------------------
2002 2002 2001 2000
- --------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss for the period $(4,655,809) $ (315,085) $ (679,437) $(1,114,168)
Items not affecting cash
Amortization 19,327 3,047 3,097 4,376
Investment income (27,565) -- -- (27,565)
Gain on sale of marketable
securities (100,703) -- -- (100,703)
Loss on disposal of property, plant
and equipment 7,189 -- -- --
Impairment of mineral properties 1,100,722 -- 435,496 632,326
Write-down of marketable
securities 374,526 -- -- --
Write-down of investments 245,400 -- -- 245,400
Changes in non-cash working capital
items
(Increase) decrease in receivables (7,169) 8,817 (6,000) (8,672)
(Increase) decrease in prepaid
expenses (11,014) (4,784) 15,720 9,742
(Increase) decrease in due from
affiliated companies -- -- -- 29,327
Increase in accounts payable and
accrued liabilities 18,293 (83,742) 63,225 16,464
Advances from affiliated company 5,562 -- -- 5,562
Advances to affiliated company (2,968) -- (2,968) --
----------- ----------- ----------- -----------
Net cash used in operating activities (3,034,209) (391,747) (170,867) (307,911)
----------- ----------- ----------- -----------
CASH FLOWS FROM INVESTING
ACTIVITIES
Proceeds on sale of marketable
securities 488,027 -- -- 488,027
Property, plant and equipment
acquired (45,843) (6,841) (964) (14,660)
Proceeds on disposal of property,
plant and equipment 6,183 -- -- --
Acquisition of mineral properties (500,722) -- (21,958) (132,577)
Acquisition of marketable securities (761,850) -- -- --
Increase in investments (245,400) -- -- (98,950)
----------- ----------- ----------- -----------
Net cash (used in) provided by
investing activities $(1,059,605) $ (6,841) $ (22,922) $ 241,840
- ------------------------------------------------------------------------------------------------------------------------
-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, ----------------------------------------------
2002 2002 2001 2000
- ---------------------------------------------------------------------------------------------------
Continued...
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of capital stock, net of
issuance costs $4,220,016 $ 589,957 $ -- $ 176,361
Common shares committed to be
issued -- (125,000) 125,000 --
---------- ---------- ---------- ----------
Net cash provided by financing
activities 4,220,016 464,957 125,000 176,361
---------- ---------- ---------- ----------
NET CHANGE IN CASH AND CASH
EQUIVALENTS DURING THE PERIOD 126,202 66,369 (68,789) 110,290
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD -- 59,833 128,622 18,332
---------- ---------- ---------- ----------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 126,202 $ 126,202 $ 59,833 $ 128,622
===================================================================================================
SUPPLEMENTAL DISCLOSURES WITH RESPECT TO THE CONSOLIDATED STATEMENTS OF CASH
FLOWS
===================================================================================================
Cumulative
Amounts
From
October 7, 1994 Years Ended November 30,
To November 30, ----------------------------------
2002 2002 2001 2000
- -----------------------------------------------------------------------------------------
CASH PAID DURING THE PERIOD FOR:
Interest $ -- $ -- $ -- $ --
Income taxes $ -- $ -- $ -- $ --
=========================================================================================
Since inception of the exploration stage, the Company has issued a total of
1,263,309 common shares (adjusted for roll-back) for non-cash consideration as
follows:
===============================================================================
Number
Year of Shares Amount Consideration
- --------------------------------------------------------------------------------
2002 95,000 $ 15,350 Finder's fees
2002 557,609 66,457 Shares for debt owing
1999 10,700 8,025 Finder's fees
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 SHAREHOLDERS' EQUITY AND DEFICIT
(Expressed in Canadian Dollars)
===================================================================================================================================
Deficit
Common Common Accumulated
Shares Shares During the
Number Issued and Committed Exploration
of Shares Price Fully Paid to be Issued Stage Total
- -----------------------------------------------------------------------------------------------------------------------------
BALANCE AT
NOVEMBER 30, 1999 2,578,603 $ 4,053,698 $ -- $(2,547,119) $ 1,506,579
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 -- -- -- (1,114,168) (1,114,168)
--------- ----------- --------- ----------- -----------
BALANCE AT
NOVEMBER 30, 2000 2,777,293 4,230,059 -- (3,661,287) 568,772
Common shares
committed to
be issued (Note 6) -- -- 125,000 -- 125,000
Net loss for the year -- -- -- (679,437) (679,437)
--------- ----------- --------- ----------- -----------
BALANCE AT
NOVEMBER 30, 2001 2,777,293 4,230,059 125,000 (4,340,724) 14,335
Issuance of shares
for cash
Private placement 1,350,000 0.10 135,000 (125,000) -- 10,000
Private placement 850,000 0.23 195,500 -- -- 195,500
Exercise of options 75,000 0.17 12,750 -- -- 12,750
Exercise of warrants 1,300,000 0.12 156,000 -- -- 156,000
Exercise of warrants 80,834 0.30 24,250 -- -- 24,250
Issuance of shares
for finder's fee 50,000 0.10 5,000 -- -- 5,000
Issuance of shares
for finder's fee 45,000 0.23 10,350 -- -- 10,350
Share issuance
expense (15,350) -- -- (15,350)
Settlement of debts 475,337 0.10 47,534 -- -- 47,534
Settlement of debts 82,272 0.23 18,923 -- -- 18,923
Net loss for the year -- -- -- (315,085) (315,085)
--------- ----------- --------- ----------- -----------
BALANCE AT
NOVEMBER 30, 2002 7,085,736 $ 4,820,016 $ -- $(4,655,809) $ 164,207
===========================================================================================================================
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)
================================================================================
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.
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. 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 that require management to make
significant estimates and assumptions in determining carrying values
include investments.
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 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.
8
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
================================================================================
2. SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
EXPLORATION AND DEVELOPMENT COSTS
The Company has adopted the policy of expensing development and exploration
costs as incurred. The Company will expense future exploration and
development costs until such time as the existence of proven and probable
reserves is determined, or sufficient objective evidence in the opinion of
Management to support the recognition of an asset.
PROPERTY EVALUATIONS
The Company reviews and evaluates the carrying amounts of its mineral
properties when events or changes in circumstances indicate that the
carrying amount may not be recoverable. If it is determined that the net
recoverable amount is significantly less than the carrying value and the
impairment in value is likely to be permanent, a reduction in the carrying
amount of mineral properties with a corresponding charge to operation are
recorded.
COST OF MAINTAINING MINERAL PROPERTIES
The Company does not accrue the estimated future costs of maintaining its
mineral properties in good standing.
ACQUISITION COSTS
Acquisition costs are capitalized on properties where proven and provable
reserves exist.
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.
PROPERTY, PLANT AND EQUIPMENT
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.
9
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
================================================================================
2. SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
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.
BASIC AND DILUTED LOSS PER SHARE
Basic loss per share is calculated by dividing the net loss by the weighted
average number of common shares outstanding during the year. Diluted net
loss per share is calculated by dividing the net loss by the sum of the
weighted average number of common shares outstanding and the dilutive
common equivalent shares outstanding during the year. Common equivalent
shares consist of the shares issuable upon exercise of stock options and
warrants calculated using the treasury stock method. Common equivalent
shares are not included in the calculation of the weighted average number
of shares outstanding for diluted net loss per common share when the effect
would be anti- dilutive.
STOCK-BASED COMPENSATION
The Company grants stock options as described in Note 6. 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)
================================================================================
3. PROPERTY, PLANT AND EQUIPMENT
===========================================================================
Net Book Value
Accumulated ------------------
Cost Amortization 2002 2001
--------------------------------------------------------------------------
Office furniture and equipment $13,825 $ 4,128 $ 9,697 $ 4,425
Computer equipment 10,050 6,603 3,447 4,925
------- ------- ------- -------
$23,875 $10,731 $13,144 $ 9,350
=========================================================================
4. MINERAL PROPERTIES
FUTURE MINERAL PROPERTY PAYMENTS
On certain of its Nevada claims, the Company is required to pay or incur
the following to earn its 100% interest:
a) Minimum advanced royalty payments according to the following schedule:
- US$20,000 by July 9, 2003
- US$25,000 by July 9, 2004
- US$50,000 by July 9, 2005 and each subsequent year
- Total purchase price for the property is US$2,000,000 due on July 9,
2015. The Company's advance royalty payment beginning on July 9, 2005
will be credited against the purchase price of the property. The
purchase price is also subject to adjustment for one-half of the
price of the property. The purchase price is also subject to
adjustment for one-half of the rate of inflation according to the
United States Department of Commerce Producers' Price Index.
b) Production royalty
- If the Company places the property in production before the fifteenth
year, the Company is required to pay 2.5% of NSR production royalty.
The production royalty payment can also be applied to the purchase
price.
c) Exploration and development work according to the following schedule:
- Incur expenditures totaling US$20,000 by July 9, 2003 - Incur
expenditures totaling US$25,000 by July 9, 2004 - Incur expenditures
totaling US$50,000 by July 9, 2005 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)
===============================================================================
5. INVESTMENTS
==========================================================================
2002 2001
---------------------------------------------------------------------------
Investments are comprised of:
Puresource, Inc. $ 1 $ 1
Clearant, Inc. 27,564 27,564
------- -------
$27,565 $27,565
======= =======
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
$Nil (2001 - $(1,650), 2000 - $98,950) were written-off to operations.
12
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
================================================================================
5. INVESTMENTS (cont'd...)
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 $Nil (2001 - $3,422, 2000 - $Nil), were
written-off to operations.
INDICO TECHNOLOGIES CORPORATION
In September 1998, the Company acquired 704,225 units of 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.
6. 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, 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
For cash - private placements 2,200,000 330,500
For cash - exercise of options 75,000 12,750
For cash - exercise of warrants 1,380,834 180,250
For finder's fees 95,000 --
For settlement of debts 557,609 66,457
---------- ----------
As at November 30, 2002 7,085,736 $4,820,016
======================================================================================
Effective August 22, 2001, the Company consolidated its shares on a basis
of one new share for every five old shares. The effects of the
consolidation have been applied on a retroactive basis.
13
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
================================================================================
6. CAPITAL STOCK (cont'd...)
SHARES FOR DEBT
In December 2001, the Company issued 475,337 Common shares for debt at
$0.10 per share. In June 2002, the Company issued 82,272 Common shares for
debt at $0.23 per share.
WARRANTS
Pursuant to a private placement, the Company received $125,000 during the
year ended November 30, 2001 and committed to issue 1,250,000 units
consisting of 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. During the
current year, an additional $10,000 was received, and the resulting
1,350,000 units were issued. The Company also issued a finder's fee of
50,000 common shares.
In June 2002, the Company completed a private placement consisting of
850,000 units at a price of $0.23 per unit, for total proceeds of $195,500.
Each unit consisted of one common share and one share purchase warrant
entitling the holder to purchase an additional common share at a price of
$0.30 per share until June 5, 2004. The Company also issued a finder's fee
of 45,000 units.
The following warrants were outstanding at November 30, 2002:
===========================================================================
Number Exercise
of Warrants Price Expiry Date
----------- ----- -----------
50,000 $0.15 October 10, 2003
814,166 0.30 June 5, 2004
===========================================================================
The following warrants were outstanding at November 30, 2001:
===========================================================================
Number Exercise
of Warrants Price Expiry Date
----------- ----- -----------
100,000 $0.12 October 10, 2002
0.15 October 10, 2003
===========================================================================
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
shares. The effects of the consolidations have been applied on a
retroactive basis.
14
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
================================================================================
6. CAPITAL STOCK (cont'd...)
The following incentive stock options were outstanding at November 30,
2002:
===========================================================================
Number Exercise
of Shares Price Expiry Date
--------- ----- -----------
430,000 $0.17 February 27, 2007
===========================================================================
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
===========================================================================
In 2002, the Company canceled all options that were outstanding at
November 30, 2001.
7. RELATED PARTY TRANSACTIONS
These consolidated financial statements include transactions with related
parties as follows:
a) The Company paid $31,400 (2001 - $10,000; 2000 - $6,787) to directors
or companies controlled by directors for geological services which
have been expensed as property investigation costs.
b) The Company paid $60,000 (2001 - $70,000; 2000 - $101,250) in
consulting fees to Company directors.
c) $Nil (2001 - $28,375) is included in accounts payable and accrued
liabilities to directors or to a company controlled by a director for
geological services.
Amounts due to affiliated companies are unsecured, non-interest bearing,
with no fixed terms of repayment.
All transactions with related parties were recorded at market value.
15
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
================================================================================
8. 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 40.04% (2001 -
44.71%) are as follows:
==================================================================================
2002 2001
- ----------------------------------------------------------------------------------
Net loss for the year $ (315,085) $ (679,437)
========== ===========
Income tax recovery at combined basic
Canadian Federal and Provincial tax rate:
40.04% (2001 - 44.71%) 126,160 303,776
Foreign tax rates differentials (15,995) (13,707)
Tax benefit of losses not recognized in current year (110,165) (290,069)
---------- -----------
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:
==================================================================================
2002 2001
- ----------------------------------------------------------------------------------
Future income tax:
Property, plant and equipment $ 4,300 $ 3,400
Exploration and development expenditures 422,400 471,700
Issuance costs 105,200 110,600
Losses available for future periods 1,738,000 1,637,000
----------- -----------
2,269,900 2,222,700
Valuation allowance (2,269,900) (2,222,700)
----------- -----------
$ -- $ --
==================================================================================
The above loss available for future periods include US operating losses by
applying the income tax rates of 34% (2001 - 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)
================================================================================
8. INCOME TAXES (cont'd...)
Subject to certain restrictions, the Company has exploration and
development expenditures of approximately $1,055,000 (2001: $1,055,000) and
operating losses of approximately $1,855,400 (2001: $1,548,300) available
to reduce future Canadian taxable income. The Company also has operating
losses from US subsidiary of approximately $1,311,600 (2001: $1,247,700)
available to reduce US taxable income. These losses expire as follows:
2003 $ 96,000 $ --
2004 194,300 --
2005 321,300 --
2006 504,600 --
2007 167,700 --
2008 253,400 --
2009 318,100
2017 -- 185,000
2018 -- 483,800
2019 -- 321,800
2020 -- 211,000
2021 -- 46,100
2022 -- 63,900
---------- ----------
$1,855,400 $1,311,600
========== ==========
9. 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.
10. SUBSEQUENT EVENTS
Subsequent to the year end, the Company completed a private placement of
250,000 units at a price of $0.12 per unit for total proceeds of $30,000.
Each unit consists of one common share and one share purchase warrant
entitling the holder to purchase an additional common share at a price of
$0.30 per share until December 2004.
On January 24, 2003, the Company granted 200,000 options exercisable at
$0.24 per share for five years expiring on January 24, 2007. 175,000
options were granted to the Company President and 25,000 options were
granted to a Company consultant.
17
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
===============================================================================
11. COMPARATIVE FIGURES
Certain comparative figures have been reclassified to conform with the
financial statement presentation adopted in current year.
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, 2002, 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 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.
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,
2002, cumulative compensation expense totaling $342,311 (2001 - $269,211,
2000 - $269,211) has been incurred. Cumulative compensation expense does
not include the value of options granted and subsequently forfeited. In
determining the fair value of the incentive stock options, the following
assumptions were used:
==========================================================================
2002 2001 2000
-------------------------------------------- -----------------------------
Risk free interest rate 1.72% 4.27% 6.14%
Expected life 5 years 5 years 5 years
Expected volatility 102% 68% 161%
Expected dividends -- -- --
==========================================================================
18
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
================================================================================
12. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont'd...)
STOCK BASED COMPENSATION (cont'd...)
The following is a summary of the status of stock options outstanding at
November 30, 2002:
===================================================================================================
Outstanding Options Exercisable Options
-------------------------------- ---------------------------
Weighted
Average Weighted Weighted
Remaining Average Average
Range of Contractual Exercise Exercise
Exercise Prices Number Life (Years) Price Number Price
---------------------------------------------------------------------------------------------------
$0.17 430,000 4.24 $0.17 430,000 $0.17
===================================================================================================
The following is a summary of the stock based compensation plan during
2002, 2001 and 2000:
=====================================================================================================
Weighted
Average
Number Exercise
of Shares Price
------------------------------------------------------------------------------------------------------
Outstanding and exercisable at November 30, 1999 241,690 $ 0.93
Granted 183,000 2.05
Exercised (179,690) 0.78
--------
Outstanding and exercisable at November 30, 2000 245,000 1.88
Forfeited (43,000) 2.03
--------
Outstanding and exercisable at November 30, 2001 202,000 1.85
Granted 505,000 0.17
Exercised (75,000) 0.17
Forfeited (202,000) 1.85
---------
Outstanding and exercisable at November 30, 2002 430,000 0.17
========
19
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
===============================================================================
12. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont'd...)
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.
MINERAL PROPERTIES
The Company's policy of expensing development and 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.
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 5) 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, 2002, 2001 and 2000, 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)
===============================================================================
12. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont'd...)
RECENT ACCOUNTING PRONOUNCEMENTS
In July, 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards 141 and 142 ("SFAS 141" and
"SFAS 142"), "Business Combinations" and "Goodwill and Other Intangible
Assets." SFAS 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. SFAS 142 changes the accounting for goodwill from an amortization
method to an impairment-only approach. Under SFAS 142, goodwill will be
tested annually and whenever events or circumstances occur indicating that
goodwill might be impaired, SFAS 141 and SFAS 142 are effective for all
business combinations completed after June 30, 2001. Upon adoption of SFAS
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 SFAS 141 will be reclassified to goodwill. Companies are
required to adopt SFAS 142 for fiscal years beginning after December 15,
2001, but early adoption is permitted. The Company is required to adopt
SFAS 141 and 142 on a prospective basis as of January 1, 2002. The Company
has not recorded any goodwill and, therefore, the application of SFAS 141
and 142 will not have a material effect on its financial position or
results of operations.
In July 2001, FASB issued Statement of Financial Accounting Standards 143,
("SFAS 143"), "Accounting for Asset Retirement Obligations." SFAS 143
requires that the fair value of a liability for an asset retirement
obligation be recorded in the period in which it is incurred and the
corresponding cost capitalized by increasing the carrying amount of the
related long-lived asset. The liability is accreted to its present value
each period, and the capitalized cost is depreciated over the useful life
of the related asset. If the liability is settled for an amount other than
the recorded amount, a gain or loss is recognized. This standard is
effective for the Company at the beginning in 2003, but earlier adoption is
encouraged. Adoption of the standard has not had any impact on the
financial statements of the Company.
In August 2001, FASB issued Statement of Financial Accounting Standards
144, ("SFAS 144") "Accounting for the Impairment or Disposal of Long-Lived
Assets." SFAS 144 replaces SFAS 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." FASB issued
SFAS 144 to establish a single accounting model, based on the framework
established in SFAS 121, as SFAS 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." SFAS 144 also resolves
significant implementation issues related to SFAS 121. Companies are
required to adopt SFAS 144 for fiscal years beginning after December 15,
2001, but early adoption is permitted. The Company will adopt SFAS 144 as
of December 1, 2002. The Company has determined that the application of
SFAS 144 will not have a material effect on its 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)
===============================================================================
12. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont'd...)
In April 2002, FASB issued Statement of Financial Accounting Standards 145,
("SFAS 145"), "Rescission of FASB Statements No. 4, 44 and 64, Amendment of
FASB Statement No. 13 and Technical Corrections." SFAS 145 updates,
clarifies and simplifies existing accounting pronouncements. This statement
rescinds SFAS 4, which required all gains and losses from retirements of
debt to be aggregated and, if material, classified as an extraordinary
item, net of related income tax effect. As a result, the criteria in APB
No. 30 will now be used to classify those gains and losses. SFAS 64 amended
SFAS 4 and is no longer necessary as SFAS 4 has been rescinded. SFAS 145
amends SFAS 13 to require certain lease modifications that have economic
effects similar to sale-leaseback transactions be accounted for in the same
manner as sale-lease transactions. Adoption of the standard has not had any
impact on the financial statements of the Company.
In June 2002, FASB issued Statement of Financial Accounting Standards 146,
("SFAS 146"), "Accounting for Costs Associated with Exit or Disposal
Activities." SFAS 146 requires companies to recognize costs associated with
exit or disposal activities when they are incurred rather than at the date
of a commitment to an exit or disposal plan. SFAS 146 supersedes EITF Issue
No. 94-3, "Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." SFAS 146 is to be applied prospectively to exit or
disposal activities initiated after December 31, 2002. Adoption of the
standard has not had any impact on the financial statements of the Company.
In November 2002, the Emerging Issues Task Force ("EITF") reached a
consensus regarding EITF Issue 00-21, Accounting for Revenue Arrangements
with Multiple Deliverables. The consensus addresses not only when and how
an arrangement involving multiple deliverables should be divided into
separate units of accounting but also how the arrangement's consideration
should be allocated among separate units. The pronouncement is effective
for the Company commencing with its fiscal year 2004 and is not expected to
have a material impact on its results of operations or financial position.
In November 2002, FASB issued FASB Interpretation No. 45 ("FIN 45"),
"Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others." FIN 45 requires
that a liability be recorded in the guarantor's balance sheet upon issuance
of a guarantee. In addition, FIN 45 requires disclosures about the
guarantees that an entity has issued, including a roll-forward of the
entity's product warranty liabilities. The Company will apply the
recognition provisions of FIN 45 prospectively to guarantees issued after
December 31, 2002. The disclosure provisions of FIN 45 are effective for
financial statements for the first quarter of the Company's fiscal year
2003. The Company is currently in the process of evaluating the potential
impact that the adoption of FIN 45 will have on its financial position or
results of operations.
In December 2002, FASB issued Statement of Financial Accounting Standards
148, ("SFAS 148"), "Accounting for Stock-Based Compensation, Transition and
Disclosure." SFAS 148 provides alternative methods of transition for a
voluntary change to the fair value based method of accounting for
stock-based employee compensation. SFAS 148 also requires that disclosures
of the pro forma effect of using the fair value method of accounting for
stock-based employee compensation be displayed more prominently and in a
tabular format. Additionally, SFAS 148 requires disclosure of the pro forma
effect in interim financial statements. The transition and annual
disclosure requirements of SFAS 148 are effective for the Company's fiscal
year 2003. The interim disclosure requirements are effective for the second
quarter of the Company's fiscal year 2003. The Company does not expect SFAS
148 to have a material effect on its results of operations or financial
condition.
22
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
===============================================================================
12. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont'd...)
In January 2003, FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities, an Interpretation of ARB No.
51." FIN 46 requires certain variable interest entities to be consolidated
by the primary beneficiary of the entity if the equity investors in the
entity do not have the characteristics of a controlling financial interest
or do not have sufficient equity at risk for the entity to finance its
activities without additional subordinated financial support from other
parties. FIN 46 is effective for all new variable interest entities created
or acquired after January 31, 2003. For variable interest entities created
or acquired prior to February 1, 2003, the provisions of FIN 46 must be
applied for the first interim or annual period beginning after June 15,
2003. The Company is currently evaluating the effect that the adoption of
FIN 46 will have on its results of operations and financial condition.
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
amount from
October 7,
1994 to Years Ended November 30,
November 30, ------------------------------------------
2002 2002 2001 2000
-------------------------------------------------------------------------------------------
Loss for the period as reported $(4,655,809) $ (315,085) $ (679,437) $(1,114,168)
Less:
Compensation expense
- stock options (342,311) (73,100) -- (160,211)
----------- ----------- ----------- -----------
Loss for the period in
accordance with United
States generally accepted
accounting principles $(4,998,120) $ (388,185) $ (679,437) $(1,274,379)
==========================================================================================
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,
------------------------------------------
2002 2001 2000
-----------------------------------------------------------------------------
Deficit, as reported $(4,655,809) $(4,340,724) $(3,661,287)
Cumulative compensation expense
- stock options (342,311) (269,211) (269,211)
----------- ----------- -----------
Deficit in accordance with United
States generally accepted
accounting principles $(4,998,120) $(4,609,935) $(3,930,498)
=============================================================================
23
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
================================================================================
12. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont'd...)
===============================================================================================================
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 $ -- $(3,661,287) $ 568,772
Cumulative compensation
expense - stock options -- 269,211 -- (269,211) --
----------- ----------- -------------- ----------- -----------
Shareholders' equity in
accordance with United
States generally
accepted accounting
principles at November
30, 2000 2,777,293 $ 4,499,270 $ -- $(3,930,498) $ 568,772
==============================================================================================================
Shareholders' equity as
reported November 30,
2001 2,777,293 $ 4,230,059 $ 125,000 $(4,340,724) $ 14,335
Cumulative compensation
expense - stock options -- 269,211 -- (269,211) --
----------- ----------- -------------- ----------- -----------
Shareholders' equity in
accordance with United
States generally
accepted accounting
principles at November
30, 2001 2,777,293 $ 4,499,270 $ 125,000 $(4,609,935) $ 14,335
==============================================================================================================
Shareholders' equity as
reported November 30,
2002 7,085,736 $ 4,820,016 $ -- $(4,655,809) $ 164,207
Cumulative compensation
expense - stock options -- 342,311 -- (342,311) --
----------- ----------- -------------- ----------- -----------
Shareholders' equity in
accordance with United
States generally
accepted accounting
principles at November
30, 2002 7,085,736 $ 5,162,327 $ -- $(4,998,120) $ 164,207
==============================================================================================================
24
TRIBAND ENTERPRISE CORP.
(FORMERLY TRIBAND RESOURCE CORPORATION)
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
================================================================================
12. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont'd...)
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:
===========================================================================================
2002 2001 2000
-------------------------------------------------------------------------------------------
Net loss for the year under United States GAAP $ (388,185) $ (679,437) $(1,274,379)
===========================================================================================
Weighted average number of shares outstanding
under United States GAAP (adjusted for
roll-back) 5,712,781 2,777,293 2,675,356
===========================================================================================
Basic loss per share $ (0.07) $ (0.24) $ (0.48)
===========================================================================================
Diluted EPS has not been disclosed as the effect of the exercise of the
Company's outstanding options and warrants would be anti-dilutive.
25