U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
Commission File No. 000-24262
WEST AFRICA GOLD, INC.
(Exact name of small business issuer as specified in its charter)
Wyoming 91-1363905
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
245 Park Avenue, 39th Floor, New York, 10167
(Address of Principal Executive Offices)
(212)672-1878
(Issuer's telephone number)
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the issuer was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [ X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of May 20, 2004: 2,026,297,920 shares of common stock outstanding,
$0.001 par value.
Part I-- FINANCIAL INFORMATION
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
Item 3. Control and Procedures
Part II-- OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signature
Item 1. Financial Information
- -----------------------------
2
WEST AFRICA GOLD, INC.
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEET
MARCH 31, 2004 (unaudited)
ASSETS
Current Assets
Cash $ 269
Prepaid Consulting Fees 30,000
----------------
Total current assets 30,269
----------------
Other Assets
Mining costs 100,000
Goodwill 15,392
Deferred tax asset (net) -
----------------
Total other assets 115,392
----------------
Total assets $ 145,661
================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable $ 21,550
Investor advances 95,392
----------------
Total current liabilities 116,942
----------------
Commitments and Contingencies
Stockholders' Deficit
Common stock, $.0001 par value, 10,000,000,000 shares
authorized, 201,905,907 shares issued and outstanding 20,191
Common stock subscribed 800
Stock subscription receivable (77,248)
Additional paid-in-capital 1,367,786
Accumulated deficit (1,211,627)
Deficit accumulated during exploration stage (71,183)
----------------
Total stockholders' deficit 28,719
----------------
Total liabilities and stockholders' deficit $ 145,661
================
See Notes to the Interim Financial Statements
3
WEST AFRICA GOLD, INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2004 and March 31, 2003 (unaudited)
Cumulative
During For the Three Months Ended
Exploration March 31, March 31,
Stage 2004 2003
------------------- ------------------- ---------------
Revenue $ - $ - $ -
Expenses
General and administrative expenses (11,824) (11,824) (814)
Accounting fees (6,000) (6,000) (2,500)
Consulting (17,252) (17,252) -
Legal fees (35,661) (35,661) -
Loss on disposal of assets (446) (446) -
Depreciation expense - - (69)
------------------- ------------------- ---------------
Net loss before interest expense
and income taxes (71,183) (71,183) (3,383)
Interest expense - - (162)
------------------- ------------------- ---------------
Net loss before income taxes (71,183) (71,183) (3,545)
Provision for income taxes - - -
------------------- ------------------- ---------------
Net loss (71,183) (71,183) (3,545)
=================== =================== ===============
Loss per share
- - basic and diluted $ (0.00) $ (0.00) $ (0.00)
=================== =================== ===============
Weighted average shares outstanding
- - basic and diluted 201,540,574 201,540,574 1,157,267
=================== =================== ===============
See Notes to the Interim Financial Statements
4
WEST AFRICA GOLD, INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2004 and March 31, 2003 (unaudited)
Cumulative
During
Exploration
Stage March 31, 2004 March 31, 2003
--------------- -------------------- -----------------
Cash Flows from Operating Activities
Net loss (71,183) (71,183) (3,545)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation expense - - 69
Loss on disposal of assets 446 446
Increase in accounts payable 20,149 20,149 1,220
Increase in accrued interest - - 162
Expenses paid via issuance
of common stock 2,500 2,500 -
Expenses paid via subscription
of common stock 10,000 10,000 -
--------------- -------------------- -----------------
Net cash used in operating activities (38,088) (38,088) (2,094)
--------------- -------------------- -----------------
Cash Flows from Financing Activities
Funds received from sale of shares 31,782 31,782 -
Proceeds from shareholder advances - - 2,088
--------------- -------------------- -----------------
Net cash provided by financing activities 31,782 31,782 2,088
--------------- -------------------- -----------------
Net decrease in cash and cash equivalents (6,306) (6,306) (6)
Cash and cash equivalents at December 31, 2003 and 2002 6,575 6,575 688
--------------- -------------------- -----------------
Cash and cash equivalents at March 31, 2004 and 2003 269 269 682
=============== ==================== =================
5
See Notes to the Interim Financial Statements
Supplementary Information and Non Cash Transactions
During the three months ended March 31, 2004 and 2003, no amounts were paid for
interest or income taxes
In January 2004 the Company issued 200,000,640 shares of its common stock in a
reverse merger with three foreign companies in exchange for mining rights of
$100,000, accounts payable of $95,392 and goodwill of $15,392.
In February 2004 the Company issued 500,000 shares of common stock for legal
fees of $2,500.
In February 2004 the Company issued 48,000 shares of common stock for a
subscription receivable of $120,000.
6
WEST AFRICA GOLD, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
March 31, 2004 (unaudited)
1. Basis of Presentation
The accompanying unaudited interim financial statements of West Africa
Gold, Inc., formerly known as Adven, Inc. (the "Company") have been
prepared by the Company in accordance with generally accepted accounting
principles in the United States of America, pursuant to the Securities and
Exchange Commission rules and regulations. In management's opinion, all
adjustments necessary for a fair presentation of the results for the
interim periods have been reflected in the interim financial statements.
The results of operations for any interim period are not necessarily
indicative of the results for a full year. All adjustments to the financial
statements are of a normal recurring nature.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. Such disclosures are those that
would substantially duplicate information contained in the most recent
audited financial statements of the Company, such as significant accounting
policies and stock options. Management presumes that users of the interim
statements have read or have access to the audited financial statements and
notes thereto included in the Company's most recent annual report on Form
10-KSB.
Exploration Stage Company
In January 2004 the Company was acquired by three foreign companies in a
reverse merger. (See Note 2.) Since Adven, Inc. was a dormant company, and
West Africa Gold, Inc (the surviving company from the reverse merger) is
expanding its activities into mining in West Africa, the Company is in
the exploration stage.
Going Concern
These financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has sustained recurring
losses over the past years and currently has no source of operating income.
Although 48,000 common shares were sold for $120,000 (see Note 4), the
Company's cash flow and existing credit may be insufficient to fund the
Company's cash flow needs based on the expenses expected to be incurred
during the next year.
7
WEST AFRICA GOLD, INC.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
March 31, 2004 (unaudited)
2. Acquisitions
On January 7, 2004, the Company purchased 100% of the voting stock of
Barnard Castle Limited, Valley Forge Limited, and Steinbeck Limited
(Barnard, Valley and Steinbeck). The acquisition was made for the purpose
of acquiring certain rights to prospect for minerals in certain concession
areas in the Republic of Mali. The Company changed its name to West Africa
Gold, Inc.
The Company issued 200,000,640 shares of its common stock with $0.0001 par
value, for all the outstanding stock of Barnard, Valley and Steinbeck. As
there was no market at the time for the stock of the Company or Barnard,
Valley and Steinbeck, the fair value of the purchase was the par value of
the stock given ($20,000). Barnard, Valley and Steinbeck had $4,608 in net
assets. As a result, the excess of par value of the stock given over the
net assets was treated as goodwill.
Purchase price $20,000
Net assets of Barnard, Valley and Steinbeck (4,608)
Resulting goodwill $ 15,392
3. Mining Interests
The Company acquired mining rights valued at $100,000 as well as a payable
of $95,392 as part of the merger. There were no terms of repayment of this
debt and no interest was due. The entire $95,392 was payable at March 31,
2004.
4. Stock Subscriptions Receivable
The third party to whom the $95,392 was due purchased 48,000 common shares
in February 2004 for $120,000. The balance due from the investor at March
31, 2004, was $77,248.
5. Capital Stock
In January 2004 the Company issued 200,000,640 shares of its common stock
with $0.0001 par value, for all the outstanding stock of Barnard, Valley
and Steinbeck in a reverse merger.
8
WEST AFRICA GOLD, INC.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
March 31, 2004 (unaudited)
In February 2004 the Company issued 500,000 restricted common shares for
legal fees of $2,500.
Also in February 2004 the Company sold 48,000 common shares for $120,000.
6. Subsequent Events
In April 2004 the Company issued 8,000,000 common shares for consulting
fees valued at $40,000.
In May 2004 there was a forward stock split of 10:1.
9
Item 2. Management's Discussion and Analysis of Financial Conditions and Results
of Operations
- --------------------------------------------------------------------------------
INTRODUCTION
We have acquired certain rights to prospect for minerals in certain concession
areas in the Republic of Mali. Five projects are considered, namely Toubikoto
(Gold), Manianguinti (Gold), In Darset (Gold, Base Metals), Anefis (Gold, Base
Metals) and Touban (Nickel, Copper, pge's). The five projects are in three
areas, viz., south-west, north and south-east of Mali. As such, the five
projects are presently at different levels of prospectivity and all require
additional work to prove their defined resource base.
COUNTRY AND MINING PROFILE
The major producing gold mines and exploration targets are mostly confined to
the Birimian Series greenstone belt that extend from the western Mali border
from neighbouring Senegal, across the central and southern parts of the country.
The granite-greenstone belts are Archaen-age bodies (2700 - 3500 Ma) and consist
typically of ancient metasediments and volcanic piles, granitic rocks and
various intrusives, usually highly folded and sheared through geological time.
The belts appear typically as remnants surrounded by younger granites with the
gold mineralisation commonly found in these belts throughout Africa,
particularly within shear zones and quartz veins.
THE PROSPECT AREAS
a) The In Darset and Anefis projects
The two projects are located in the north of the country, a relatively short
distance form the Algerian border and the In Darset permit includes the larger
resource and the best grade identified in the group's projects. They are located
in the Adrar des Iforas on the western side of the Trans-Sahara highway which
connects Oran, Algeria on the Mediterranean coast with Gao on the Niger River to
the south. The 1 175 kilometre road from Bamako to Gao on the Niger River is
paved and there are twice-daily ferries across the river to the north bank for
vehicles of all sizes up to full-sized tractor trailers.
The Anefis permit is some 350 kilometres north of Gao, along the Tilemsi valley
of the Trans-Sahara and In Darset lies 50 kilometres beyond it. The region lies
in the `Kidal Cercle' or special development region centred around the town of
Kidal, located some 150 kilometres south of the Aguel'hoc junction between the
two permits. The only other village in the area is Tessalit in the north of the
In Darset permit, near the Algerian border. The Adrar area is underlain by the
Tuareg Shield with Early and Late Proterozoic volcano-sedimentary rocks draped
over it as an antiform with locally developed Pan-African conglomerates.
The permit areas are largely underlain by metamorphosed Late Proterozoic
volcano-sedimentary rocks that have been intruded by lesser large-scale syn- to
post-tectonic granitoids and smaller gabbroic bodies. The two permit areas are
underlain by greywacke schists and supposed marine-laid tillites and In Darset
has a single basin of Pan-African conglomerates surrounding an anorogenic
alkaline complex. The areas are located over a major structural `suture zone'
expressed by a major gravimetric low.
In Anefis exploration was carried out by the SONAREM in the same period as In
Darset, 1968 - 1969, The exploration combined the same sort of geochemical and
geophysical surveys, including magnetics and electro-magnetics they undertook to
the north. The surveys were followed up by pitting, trenching and drilling.
b) The Touban Copper-Nickel and Platinum Project
The Kadiolo-Touban area is in south-eastern Mali, near the border with the Ivory
Coast and Burkina Faso (former Upper Volta). The regional centre Kadiolo is some
300 kilometres due south of the Mali capital Bamako (some 400 kilometres by
road) and some 75 kilometres by road south of Sikasso on the main Bamako -
Burkina Faso road. The concession area measures some 104 square kilometres and
lies some 3 kilometres from Kadiolo. It includes the village of Touban and the
copper-nickel and platinum anomaly lies on a small hill immediately to the east
and south-east of the village. The principal anomaly is contained on this hill
with elongated north-north-west - south-south-east axis and measuring some 2000
by 600 metres.
10
Geology
The geology of the area has been reported from various sources, following the
geological reports on the geochemical sampling, drilling and analysis undertaken
by the Mali BRGM (Bureau of Geological and Mining Research) under the Direction
National de la Geologie et Mines undertaken from the 1970's. This followed from
an extensive petrographic study of the samples obtained and detailed Atomic
Absorption Spectrophotometry geochemical analysis of prepared sections from the
boreholes and samples.
The Touban hill is an intrusive basic-ultrabasic elongated plug-like body that
contains two petrographically distinct facies, a ultrabasic peridotitic-type
partly serpentinised facies and a gabbroic facies with little mineral
alteration. The petrographic and geochemistry studies indicate that the Touban
intrusive is differentiated from a komatiite magma with similar mineralogy and
geochemical characteristics of other known stratified basic-ultrabasic bodies
with massive sulphide mineral association. This factor is significant from the
point of view of the mineral economic potential of the body.
There is a correlation between the disseminated sulphide minerals and both
nickel and platinoid values, indicating a strong magmatic differentiation within
the Touban intrusive. It is concluded that the sulphide association and the
modest nickel-copper and platinoid values obtained are similar to other
intrusive bodies, including the famous Kambalda, Western Australia.
Previous work
All previous drilling stopped at 80 metres regardless of results and two
boreholes were stopped in mineralisation (K 2, 4). Some of the boreholes are
shown below. Six holes drilled in the Cu-Ni target registered values as follows
Hole Interval Rock type Average Average Mineralised
No. (m) Cu % Ni % Section (m) Cu % Ni %
- ---------- ----------- ------------------------------ ------------ ------------ ---------------- ---------- -------
K 1 0 - 80 Pyroxenite,gabbros,Mg 0,017 0,240 0 - 6 0,43
- ---------- ----------- ------------------------------ ------------ ------------ ---------------- ---------- -------
K 2 0 - 38 Mg-pyroxenite
38 - 69 Pyroxenite,Fe-Mg min. 0,05 0,23 57 - 69 0,12 0,23
69 - 81 Pyroxenites, gabbros 0,393 76 - 81 0,12 0,27
- ---------- ----------- ------------------------------ ------------ ------------ ---------------- ---------- -------
K 3 0 - 20 Mg-pyroxenite, serpent
20 - 36 Gabbro, pyroxenite 0,04 0,18 23 - 38 0,11 0,17
38 - 80 Mg-pyroxenite, gabbro
- ---------- ----------- ------------------------------ ------------ ------------ ---------------- ---------- -------
K 4 0 - 80 Pyroxenite, S at base 0,05 0,23 76 - 80 0,11 0,28
- ---------- ----------- ------------------------------ ------------ ------------ ---------------- ---------- -------
K 5 0 - 80 Pyroxenite, gabbro 0,02 0,17 0 - 13 0,06 0,3
- ---------- ----------- ------------------------------ ------------ ------------ ---------------- ---------- -------
K 6 0 - 20 Serpent. Pyroxenite 0 - 8 0,05 0,23
20 - 30 Serpentinite, gabbros 8 - 25 0,1 0,26
25 - 30 0,03 0,06
c) The Toubikoto and Manianguinti projects
These two projects in the same area in the Kenieba region in western Mali, and
in the vicinity of the more famous Segala and Tabakoto permits, and some 15
kilometres north of the government administrative centre of Kanieba, can be
considered together, even though they are separate concessions (permits).
Kanieba is accessible by the laterite air strip from Bamako 360 kilometres to
the south-east, and by road ; access from the rail terminal Kayes on the Dakar,
Senegal to Bamako railroad is by good 60 kilometre road. The permit areas
measure some 8 square kilometres each. The permit areas actually adjoin each
other for some 1 000 metres to the south of Toubikoto and north of Manianguinti.
To the west of Toubikoto is the Segala permit and to its south and west of
Manianguinti is the Keita (also known as Dar Salam) permits, whereas to the
south of both Dar Salam and Manianguinti is the Tabakoto permit.
Manianguinti was covered by a reconnaissance geochemical soil survey of 1 651
samples that identified 6 distinct anomalous gold zones, with 3 zones considered
to be a high priority.
Gold values in the soils over the major anomalies average about 2,0 g/t and
these coincide with the north-east trending shear zone related to the
mineralisation at Tabakoto and Medinandi and continuing to the Moralia artisanal
area in the eastern part of the Segala permit. The other anomalies are in
sedimentary sequences and mineralisation appears to be strongly structurally
11
controlled, as is the case in the entire area. There is strong evidence here
that high-grade gold quartz were injected into sheared felsic rocks at depth,
and drilling in some of the anomalies is imperative.
The Toubikoto prospect was similarly covered with a geochemical soil survey of 1
566 samples that identified 10 strong anomalies very similar and with the same
association to those at Manianguinti above. The anomalies are strongly related
to the north-east - south-west trending fracture zone and associated structural
shears en-echelon and in most cases, small granitic intrusive bodies and
associated quartz veining are reported associated with the anomalies.
Exploration to trial mining
The thrust of the group's activities in Mali in the next three years is related
to the exploration of the various areas and targets, with various stages of
geological prospecting for a period of three years, possibly leading to
later-stage feasibility studies with advanced mining, metallurgical and other
studies, and possibly trial mining phases.
DRILLING PROGRAM - $1.5M
PRE- OPERATING COSTS:
o Branch company startup, legal fees , registration public mining
registry - $10,000.00
o Office/warehouse rental- 12 months/ renewable- $900/month - $10,800.00
annual
o Office supplies, setup, communications, computers/accessories,
drafting equipment, basic furniture, other - $15,000.00
o Aero/sat/topo mapping - $2,500.00
o Initial travel, in country expenses to setup up infrastructure:
$15,000
o Contingencies in Preop: $10,000
Total estimated pre-op capex (expl. budget)- $63,300.00
FIELD WORK CAPEX -
A.- EXPLORATION PROGRAM - ( Preliminary ) -
An in-depth preliminary geological survey will be initiated by a local
Geological Team and Management to include the following:
All exploration work shall be conducted in a manner such that data obtained can
be readily transported to conventional mine modelling and analysis systems. All
exploration work shall be designed to conform to a data standard that allows the
greatest possible ease of translation and conversion such that incidental costs
of data processing can be minimized. All data processing shall be computed on JV
partner's systems and no third parties shall have access to the databases or the
raw data input streams.
The preliminary exploration program shall consist of:
o Thorough topographical survey of total concessions area by contract
personnel, confirming boundaries and installing survey markers for all
concessions.
o Conclusively characterize and map outcrop pattern and attitude of all
known ore bodies at appropriate scale. Map and annotate underground
workings and surface workings.
o Conduct preliminary geological survey for additional new ore potential
throughout extent of concessions to assess midterm potential for
additional acquisitions of rights and to assess maintenance rational
for current holdings.
o Establish mine office, purchase necessary equipment and establish
field and in mine geotechnical crews.
o Design and implement automation systems for all mine, exploration,
management, and development tasks, purchase required
hardware/software.
o Develop drilling plans for first campaign, with the following
objectives:
12
o Characterize extent of ore bodies to depth down dip, characterize
spatial relationships of ore bodies at depth, define structural
controls and gross features of overall mine zone.
o Assess logistics and requirements for drilling campaign solicit
contractor bids.
Total cost estimate Pre-Op/ Prelim Exploration =$215,000.00
Timeframe: 60-90 days
EXPLORATION PROGRAM -(first phase) -
o Select drilling contractor and mobilize crew/s rig/s according to
requirements of schedule and goals of program.
o Initial 500 meter holes down dip in all five projects ore bodies to
characterize at depth.
o Multiple holes in mine and at surface in both In Darset and Toubikoto
veins to confirm and refine established reserves and characterize
maximum possible potential as necessary to total up to 3800 meters.
o If feasible and budget is not exhausted by the preceeding or utilizing
unexpended contingency funds or both, to intersect mineral structures
at depth for determining long term feasibility and mining strategy.
Total cost estimate: 6800 meters x $100.00/meter = $680,000.00
Assay /laboratory testing results, final proven reserve
geological report, including audit sign off from independent
consultants = $130,000.00
Total costs - first phase drilling program: $610,000.00
Administration & Office, crew, supervisors, management : $253,500.00 ( year)
Contingencies: $150,000.00
Total costs -preliminary/first phase drilling exploration program: $1,500,000
13
Item 3. Controls and Procedures
- -------------------------------
(a) Evaluation of disclosure controls and procedures.
Our Chief Executive Officer and Chief Financial Officer (collectively the
"Certifying Officers") maintain a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management timely.
Under the supervision and with the participation of management, the Certifying
Officers evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]
under the Exchange Act) within 90 days prior to the filing date of this report.
Based upon that evaluation, the Certifying Officers concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relative to our company required to be disclosed in our
periodic filings with the SEC.
(b) Changes in internal controls.
Our Certifying Officer has indicated that there were no significant changes in
our internal controls or other factors that could significantly affect such
controls subsequent to the date of his evaluation, and there were no such
control actions with regard to significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports of Form 8-K.
(a) Exhibits
31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act
of 2002
32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act
of 2002
(b) Reports of Form 8-K
On January 21, 2004 we filed an 8K with the SEC based on a change in control and
acquisition of assets. On March 19, 2004 an amendment was filed to the Form 8K
filed with the SEC on January 21, 2004.
14
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
WEST AFRICA GOLD, INC.
Date: May 21, 2004 /s/ Richard Axtell
--------------------------------
Richard Axtell
President, Secretary and Director
14