SECOND AMENDED CURRENT REPORT ON FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K-A2
SECOND AMENDED CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
November 28, 1997
-----------------
Date of Report
(Date of Earliest Event Reported)
GOLDEN PANTHER RESOURCES, LTD.
------------------------------
(Exact Name of Registrant as Specified in its Charter)
Nevada 33-2150-LA 95-3932052
------ ---------- ----------
(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
#211, 1111 Hastings Street
Vancouver, Canada V6E2J3
-------------------------
(Address of Principal Executive Offices)
(604)689-5377
-------------
Registrant's Telephone Number
N/A
---
(Former Name or Former Address if changed Since Last Report)
Item 1. Changes in Control of Registrant.
None; not applicable.
Item 2. Acquisition or Disposition of Assets.
None; not applicable.
Item 3. Bankruptcy or Receivership.
None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
None; not applicable.
Item 5. Other Events.
None; not applicable.
Item 6. Resignations of Directors and Executive Officers.
None; not applicable.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Minera Humaya S.A. de C.V.
December 31, 1996 and 1995
--------------------------
Independent Auditor's Report
Balance Sheet
Statement of Operations
Statement of Stockholders' Equity
Statement of Cash Flows
Notes to the Financial Statements
(b) Pro Forma Financial Information.
None; not applicable.
(c) Exhibits.
Exhibit
Description of Exhibit* Number
- ---------------------- ------
None; not applicable.
Item 8. Change in Fiscal Year.
None; not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
None; not applicable.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
GOLDEN PANTHER RESOURCES, LTD.
Date: By:
-------------- ------------------------------
Gordon J. Muir
CEO and Chairman of the Board of Directors
MINERA HUMAYA S.A. de C.V.
FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Minera Humaya S.A. de C.V.
Sinaloa, Mexico
We have audited the accompanying balance sheet of Minera Humaya S.A. de C.V.
as of December 31, 1996 and the related statements of operations, cash flows
and stockholders' equity for the years ended December 31, 1996 and 1995.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated 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. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects the financial position of Minera Humaya S.A. de C.V. as
of December 31, 1996 and the results of its operations and its cash flows for
the years ended December 31, 1996 and 1995 in conformity with generally
accepted accounting principles.
/s/Jones, Jensen & Company
Jones, Jensen & Company
February 11, 1998
MINERA HUMAYA S.A. de C.V.
Balance Sheets
ASSETS
December 31,
1996
CURRENT ASSETS
Accounts receivable $ 49,144
Deposits 1,576
Total Current Assets 50,720
PROPERTY AND EQUIPMENT
Buildings 105,344
Furniture and office equipment 58,108
Field equipment 392,250
Vehicles 160,392
Less - accumulated depreciation (178,318)
Construction in progress 25,387
Total Property and Equipment 563,163
TOTAL ASSETS $ 613,883
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Cash overdraft $ 148,399
Accounts payable and accrued expenses 229,368
Notes payable - short term 5,581
Total Current Liabilities 383,348
STOCKHOLDERS' EQUITY
Common stock, 940,000 shares issued and outstanding 120,775
Additional paid-in capital 54,625
Accumulated deficit (113,724)
Foreign exchange translation reserve 168,859
Total Stockholders' Equity 230,535
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 613,883
MINERA HUMAYA S.A. de C.V.
Statements of Operations
For the Years Ended December 31,
1996 1995
REVENUES
Operating revenue $ 1,762,000 $ 2,363,046
Total Revenues 1,762,000 2,363,046
OPERATING COSTS
Cost of goods sold 1,208,486 1,627,768
Depreciation 69,498 70,634
General and administrative 320,326 457,867
Total Operating Costs 1,598,310 2,156,269
PROFIT FROM OPERATIONS 163,690 206,777
OTHER INCOME (EXPENSE)
Interest and other income 1,921 1,209
Interest expense (26,124) (66,594)
Other expenses (29,258) (216)
Total Other Income (Expense) (53,461) (65,601)
NET PROFIT (LOSS) BEFORE TAXES 110,229 141,176
INCOME TAX EXPENSE 11,914 84,820
NET INCOME $ 98,315 $ 56,356
EARNINGS PER SHARE $ 0.15 $ 0.28
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 665,000 200,000
MINERA HUMAYA S.A. de C.V.
Statements of Stockholders' Equity
Additional
Common Stock Paid-In Accumulated
Shares Amount Capital Deficit
Balance,
December 31, 1994 10,000 $ 2,000 $ 45,000 $ (268,395)
Issuance of shares by
capitalization
of reserves and cash 380,000 49,000 (45,000) -
Net income for the year
ended December 31, 1995 - - - 56,356
Balance,
December 31, 1995 390,000 51,000 - (212,039)
Issuance of shares for
cash 550,000 69,775 54,625 -
Net income for the year
ended December 31, 1996 - - - 98,315
Balance,
December 31, 1996 940,000 $ 120,775 $ 54,625 $(113,724)
MINERA HUMAYA S.A. de C.V.
Statements of Cash Flows
For the Years Ended December 31,
1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 98,315 $ 56,356
Adjustments to reconcile net profit
to net cash used in operating
activities:
Depreciation and amortization 69,498 70,634
Changes in assets and liabilities:
Accounts receivable 12,749 (9,635)
Deposits 43 1,538
Accounts payable and accrued
expenses (245,405) (24,945)
Net Cash Provided by (Used From)
Operating Activities (64,800) 93,948
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (82,013) (8,273)
Net Cash Used by
Investing Activities (82,013) (8,273)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash 124,400 4,000
Payments on notes payable (53,940) (95,402)
Net Cash Provided (Used by)
Financing Activities 70,460 (91,402)
NET INCREASE (DECREASE) IN CASH (76,353) (5,727)
CASH, BEGINNING OF YEAR (72,046) (66,319)
CASH, END OF YEAR $ (148,399) $ (72,046)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Income taxes $ 11,914 $ 84,820
Interest $ 26,124 $ 66,594
MINERA HUMAYA S.A. de C.V.
Notes to the Financial Statements
December 31, 1996 and 1995
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Minera Humaya S.A. de C.V. (the Company) was incorporated under the
laws of Mexico. The Company operates as a mineral resource company
actively engaged in the operation, acquisition and exploration of
mineral properties containing gold, silver, copper and other metals.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a December 31 year end.
b. Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
c. Mineral Properties
Costs of acquiring, exploring and developing mineral properties are
capitalized by project area. Costs to maintain the mining mineral
rights and leases are expensed as incurred. When a property reaches
the production stage, the related capitalized costs will be amortized,
using the units of production method on the basis of periodic estimates
of ore reserves. Mineral properties are assessed at least annually to
determine if a property has been disproved or should be abandoned based
on other economic factors. The assessment is based on the Company's
evaluation of the geological information gathered on the property and
management's evaluation of the property's future expectation of
profitability. Should a property be disproved or abandoned, its
capitalized costs are charged to operations.
d. Property and Equipment
Property and equipment are recorded at cost. Major additions and
improvements are capitalized, while minor replacements, maintenance and
repairs that do not increase the useful life of the assets are expensed
as incurred.
Depreciation of property and equipment is determined using the
straight-line method over the expected useful lives of the assets as
follows:
Description Useful Lives
Furniture and office equipment 4-10 years
Field equipment 10 years
Vehicles 4 years
Buildings 50 years
e. Earnings Per Common Share
Earnings per common share has been calculated based on the weighted
average number of shares of common stock outstanding during the period.
f. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
g. Concentrations of Risk
Since the Company is a Mexican company whose financial statements must
be translated into U.S. Dollars to conform with the requirements of the
Securities and Exchange Commission, major changes in the currency
exchange rate between Mexican Pesos and U.S. Dollars may have a
significant impact on operations of the Company. Although the Company
does not anticipate the currency exchange rate to be significantly
different over the next 12 months, no such assurances can be given.
Accounts Receivable
Credit losses, if any, have been provided for in the financial
statements and are based on management's expectations. The Company's
accounts receivable are subject to potential concentrations of credit
risk. The Company does not believe that it is subject to any unusual,
or significant risks in the normal course of its business.
Customers
The Company currently sells 100% of its ore concentrates to one
customer. Management believes that other customers are available to
purchase the ore concentrates.
NOTE 3 - RELATED PARTY TRANSACTIONS
The Company has received non-interest bearing advances from
shareholders and companies whose shareholders and officers are also
shareholders and officers of the Company. As of December 31, 1996,
$79,998 was due from the Company as a result of these advances.
NOTE 4 - INCOME TAX MATTERS
The provision for income taxes for the year ended December 31, 1996
consisted of the following:
December 31,
1996
Current income taxes $ 11,914
Deferred income taxes -
Total income tax expense $ 11,914
NOTE 5 - SUBSEQUENT EVENTS
Subsequent to December 31, 1996, the Company entered into an agreement
whereby it was acquired by Golden Panther Resources, Ltd. of Vancouver, B.C.
Canada.