UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 2001
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from ________________ to __________________
Commission file number 0-26531
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PATAGONIA GOLD CORPORATION
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(Exact name of small business issuer as specified in its charter)
Florida 65-0401897
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
P.O. Box 48525, 595 Burrard Street, Vancouver, B.C., Canada V7X 1A2
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(Address of principal executive offices)
(604) 687-4709
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(Issuer's Telephone Number)
Suite 1400 - 1500 West Georgia Street, Vancouver, B.C., Canada V6G 2Z6
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(Former name, former address and former 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 registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
YES [ X ] NO [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check, whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by court.
YES [ ] NO [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 13,000,000 shares of Common Stock
were outstanding as of September 30, 2001.
Transitional Small Business Disclosure Format (check one);
YES [ ] NO [ X ]
PATAGONIA GOLD CORPORATION
This quarterly report contains statements that plan for or anticipate the
future and are not historical facts. In this Report these forward looking
statements are generally identified by words such as "anticipate", "plan",
"believe", "expect", "estimate", and the like. Because forward looking
statements involve future risks and uncertainties, these are factors that could
cause actual results to differ materially from the estimated results. These
risks and uncertainties are detailed in Part 1 - Financial Information - Item 1.
"Financial Statements", Item 2. "Management's Discussion and Analysis or Plan of
Operation".
The Private Securities Litigation Reform Act of 1995, which provides a "safe
harbor" for such statements, may not apply to this Report.
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PAGE
----
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Notes to the Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II. Other Information
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to A Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
2
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PATAGONIA GOLD CORPORATION & SUBSIDIARY
(An exploration stage enterprise)
Consolidated Balance Sheets - (unaudited)
September 30, 2001 and December 31, 2000 September 30 December 31
(Expressed in U.S. Dollars) 2001 2000
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ASSETS
Current
Cash $ 624 $ 1,352
Receivables 39,822 59
Investments 1,013,228 693,171
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Total current assets 1,053,674 694,582
Mineral property costs 12,250 12,250
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Total assets $ 1,065,924 $ 706,832
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LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current
Accounts payable and accrued liabilities $ 111,857 $ 53,646
Notes payable - 930
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Total liabilities 111,857 54,576
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Stockholders' Equity
Share capital,
Authorized
50,000,000 common shares, par value $0.001each
Issued
13,000,000 common shares 13,000 13,000
Additional paid-in capital 1,827,000 1,827,000
Accumulated deficit (619,831) (690,683)
Accumulated other comprehensive (loss),
unrealized (loss) on securities available for sale (266,102) (497,061)
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Stockholders' equity 954,067 652,256
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Total liabilities and stockholders' equity $ 1,065,924 $ 706,832
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The accompanying notes are an integral part of these financial statements.
3
PATAGONIA GOLD CORPORATION & SUBSIDIARY
(An exploration stage enterprise)
Consolidated Statements of Operations (Unaudited)
For the nine months ended September 30, 2001 and 2000
(Expressed in U.S. Dollars)
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Cumulative
September 30 Nine months Nine months
1997 to Ended Ended
September 30 September 30 September 30
2001 2001 2000
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General and administrative expenses
Administrative and general $ 108,722 $ 30,335 $ 21,817
Professional fees - accounting and legal 88,203 8,824 6,760
Salaries and consulting fees 155,289 24,143 26,978
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352,214 63,302 55,555
Exploration expenses 160,170 7,751 1,135
Writedown of mineral property costs 297,000 - -
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809,384 71,053 56,690
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Less : Income (loss)
Interest income 34,594 893 140
Dividend income 2,835 - -
Realized gain (loss) on
sale of investments 171,423 141,458 31,840
Interest expense (15,580) (446) (305)
Foreign exchange gain (loss) (3,719) - 233
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189,553 141,905 31,908
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Net gain (loss) for the period $ (619,831) $ 70,852 $ (24,782)
==========================================================================================
Gain (loss) per share $ 0.01 $ (0.00)
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Weighted average number of
common shares outstanding 13,000,000 13,000,000
==========================================================================================
The accompanying notes are an integral part of these financial statements.
4
PATAGONIA GOLD CORPORATION & SUBSIDIARY
(An exploration stage enterprise)
Consolidated Statements of Cash Flows (Unaudited)
Nine months ended September 30, 2001 and 2000
(Expressed in U.S. Dollars)
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Cumulative
September 30 Nine months Nine months
1997 to Ended Ended
September 30 September 30 September 30
2001 2001 2000
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Cash flows from (used in)
operating activities
Net income (loss) for the period $ (619,831) $ 70,852 $ (24,782)
Adjustments to reconcile net loss to net
cash used in operating activities :
realized loss (gain) on sale of investments (175,173) (141,458) (31,840)
expenses satisfied with common stock 3,000 - -
write-down of mineral properties 297,000 - -
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(495,004) (70,606) (56,622)
Changes in assets and liabilities:
decrease (increase) in accounts receivable (39,822) (39,763) (7,375)
increase (decrease) in accounts payable 111,857 57,281 (67,013)
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(422,969) (53,088) (131,010)
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Cash flows from (used in)
investing activities
Purchase of available-for-sale securities (2,469,554) (289,813) -
Proceeds on sale of available-for-sale
securities 1,365,397 342,173 134,767
Mineral property costs (12,250) - -
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(1,116,407) 52,360 134,767
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Cash flows from financing activities
Proceeds from issuance of common stock 1,540,000 - -
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1,540,000 - -
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Increase (decrease) in cash for the period 624 (728) 3,757
Cash and cash equivalents,
beginning of period - 1,352 22,913
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Cash and cash equivalents,
end of period $ 624 $ 624 $ 26,670
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The accompanying notes are an integral part of these financial statements.
5
Notes to Interim Consolidated Financial Statements (Unaudited)
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1. Nature of Business and Going Concern
The Company was incorporated under the laws of the State of Florida on
March 31, 1993 and is in the business of exploration and development of
mineral properties. On October 13, 1997, the Company changed its name to
Patagonia Gold Corporation.
These consolidated financial statements have been prepared in accordance
with generally accepted accounting principles applicable to a going
concern, which contemplates the realization of assets and the satisfaction
of liabilities and commitments in the normal course of business. The
continued operations of the Company and the recoverability of mineral
property costs is dependent upon the existence of economically recoverable
mineral reserves, confirmation of the Company's interest in the underlying
mineral claims, the ability of the Company to obtain necessary financing to
complete the development and upon future profitable production. The Company
has incurred recurring operating losses and requires additional funds to
meet its obligations and maintain its operations. Management's plans in
this regard are to raise equity financing as required.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments that might result from this uncertainty.
The Company has not generated any operating revenues to date.
2. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions for Form 10-QSB
and Article 10 of Regulation S-X. Accordingly, they do not include all the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting only of normal recurring adjustments)
considered necessary for a fair presentation have been included. Operating
results for the nine-month month period ended September 30, 2001 are not
necessarily indicative of the results that may be expected for the year
ended December 31, 2001.
The balance sheet at December 31, 2000 has been derived from the audited
financial statements at that date. The consolidated financial statements
and footnotes thereto included in the Patagonia Gold Corporation Annual
Report on Form 10-KSB for the year ended December 31, 2000 should be
reviewed in connection with these condensed consolidated financial
statements.
3. Significant Accounting Policies
(a) Basis of Consolidation
These consolidated financial statements, prepared in accordance with
accounting principles generally accepted in the United States, include
the accounts of the Company and its wholly-owned subsidiary, Patagonia
Gold Mines Ltd., a company incorporated in 1994 under the laws of
Bermuda. Significant inter-company accounts and transactions have been
eliminated.
(b) Mineral Properties and Exploration Expenses
Exploration costs are charged to operations as incurred as are normal
development costs until such time that proven reserves are discovered.
From that time forward, the Company will capitalize all costs to the
extent that future cash flow from reserves equals or exceeds the costs
deferred. As at September 30, 2001 and December 31, 2000, the Company
6
did not have proven reserves. Cost of initial acquisition of mineral
rights and concessions are capitalized until the properties are
abandoned or the right expires.
Exploration activities conducted jointly with others are reflected at
the Company's proportionate interest in such activities.
Costs related to site restoration programs are accrued over the life
of the project.
(c) Investments
Available-for-sale securities are carried at fair market value with
unrealised holding gains and losses included in stockholders' equity.
Realized gains and losses are determined on an average cost basis when
securities are sold.
(d) Advertising Expenses
The Company expenses advertising costs as incurred. Total advertising
costs charged to expenses for the nine-months ended September 30, 2001
and 2000 were $0 and $0, respectively.
(e) Long-Lived Assets Impairment
Certain long-term assets of the Company are reviewed when changes in
circumstances require as to whether their carrying value has become
impaired, pursuant to guidance established in Statement of Financial
Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed of".
Management considers assets to be impaired if the carrying value
exceeds the future projected cash flows from related operations
(undiscounted and without interest charges). If impairment is deemed
to exist, the assets will be written down to fair value.
(f) Accounting 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 and assumptions.
(g) Fair Value of Financial Instruments
The respective carrying value of certain on-balance-sheet financial
instruments approximated their fair values. These financial
instruments include cash, receivables, investments and accounts
payable and accrued liabilities. Fair values were assumed to
approximate carrying values for these financial instruments, except
where noted, since they are short term in nature and their carrying
amounts approximate fair values or they are receivable or payable on
demand. Management is of the opinion that the Company is not exposed
to significant interest, credit or currency risks arising from these
financial instruments.
(h) Accounting for Derivative Instruments and Hedging Activities
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133 "Accounting for Derivative Instruments and Hedging Activities".
SFAS No. 133 requires companies to recognize all derivative contracts
as either assets or liabilities in the balance sheet and to measure
them at fair value. If certain conditions are met, a derivative may be
specifically designated as a hedge, the objective of which is to match
the timing of gain or loss recognition on the hedging derivative with
the recognition of (i) the changes in the fair value of the hedged
7
asset or liability that are attributable to the hedged risk or (ii)
the designated as a hedging instrument, the gain or loss is recognized
in income in the period of change. SFAS No. 133 is effective for all
fiscal quarters of fiscal years beginning after June15, 2000.
Historically, the Company has not entered into derivative contracts
either to hedge existing risks or for speculative purposes. The
Company does not anticipate that the adoption of the statement will
have a significant impact on its financial statements.
(i) Income Taxes
The Company has adopted Statement of Financial Accounting Standards
(SFAS") No. 109, "Accounting for Income Taxes", which requires the
Company to recognize deferred tax liabilities and assets for the
expected future tax consequences of events that have been recognized
in the Company's financial statements or tax returns using the
liability method. Under this method, deferred tax liabilities and
assets are determined based on the temporary differences between the
financial statement and tax bases of assets and liabilities using
enacted tax rates in effect in the years in which the differences are
expected to reverse.
(j) Loss Per Share
Loss per share is computed using the weighted average number of shares
outstanding during the year. Effective for the year ended December 31,
1997, the Company adopted SFAS No. 128, "Earnings Per Share".
(k) Comprehensive Income
In 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive
Income", which establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. The
Company is disclosing this information on its Statement of
Stockholders' Equity. Comprehensive income comprises equity except
those resulting from investments by owners and distributions to
owners. SFAS No. 130 did not change the current accounting treatments
for components of comprehensive income.
4. Investments
Investments consist of available-for-sale securities and are summarized as
follows:
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Gross Gross Accumulated
unrealized unrealized unrealized Market
Cost gains losses gains (losses) value
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January 1, 1997
Equity securities $ - $ - $ - $ - $ -
Change during the year 225,463 151,673 - 151,673 377,136
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December 31, 1997
Equity securities 225,463 151,673 - 151,673 377,136
Change during the year 1,092,234 223,556 125,470 98,086 1,190,320
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December 31, 1998
Equity securities 1,317,697 375,229 125,470 249,759 1,567,456
Change during the year (26,156) (352,795) 267,173 (619,968) (646,124)
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December 31, 1999
Equity securities 1,291,541 22,434 392,643 (370,209) 921,332
Change during the year (101,309) 148,788 275,640 (126,852) (228,161)
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8
December 31, 2000
Equity securities $1,190,232 $ 171,222 $ 668,283 $ (497,061) $ 693,171
Change during the year 89,098 26,382 (204,577) 230,959 320,057
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September 30, 2001
Equity securities $1,279,330 $ 197,604 $ 463,706 $ (266,102) $1,013,228
=============================================================================================
Unrealized gains totalling $0 (December 31, 2000 - $0; December 31, 1999 -
$7,949; December 31, 1998 - $174,043; December 31, 1997 - $151,673) relate
to investments held by the Company's Bermuda subsidiary and are not subject
to income tax.
5. Mineral Property Costs
(a) Argentina
Mineral concessions in the Province of La Rioja, Argentina,
are as follows:
- Piloncho 1, Sierra de Chepes
- Piloncho 2, Sierra de Chepes
- Piloncho 20, Sierra de Chepes
- Piloncho 21, Sierra de Chepes
- Carmelita 16, Sierra de Chepes
- Carmelita 17, Sierra de Chepes
- Carmelita 18, Sierra de Chepes
(b) Guatamala
Pursuant to an agreement dated October 1, 1999, the Company has paid
$9,250 of acquisition cost, spent $18,617 towards the required
exploration program and earned a 50% interest in the San Diego Mineral
Exploration Reconnaissance License.
6. Outstanding Options
At September 30, 2001 and December 31, 2000 the Company had No options
outstanding.
7. Related Party Transactions
Related party transactions not disclosed elsewhere in these financial
statements for the nine-months ended September 30, 2001, include salaries
of $0 (2000 - $0).
8. Reclassifications
Certain reclassifications of prior-year balances have been made to conform
to current year classifications.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
(A) General
Patagonia Gold Corporation (the "Company" or "Patagonia") was incorporated
under the laws of the State of Florida on March 31, 1993, under the name
"Cayman Purchasing & Supply, Inc." The Company was inactive until it
9
redirected its business efforts in mid 1997 following a change of
management, which occurred on June 25, 1997, to the acquisition,
exploration and, if warranted, the development of mineral resource
properties. The Company changed its name to Patagonia Gold Corporation on
October 13, 1997 to more fully reflect its business activities.
The Company is engaged in the location, acquisition, exploration and, if
warranted, development of mineral resource properties. The Company's
primary objective is to explore for gold, silver, base metals and
industrial minerals and, if warranted, to develop those existing mineral
properties. Its secondary objective is to locate, evaluate, and acquire
other mineral properties, and to finance their exploration and development
either through equity financing, by way of joint venture or option
agreements or through a combination of both.
Currently, the Company's activities are centered in Argentina and
Guatemala.
The Company's common stock is traded on the NASD's OTC Bulletin Board.
(B) Significant developments during the nine-months ended September 30, 2001
The Company is currently concentrating its exploration activities in
Argentina and Guatemala. The Company is also examining other exploration
properties in Mexico.
An exploration work program on the San Diego reconnaissance license,
Guatemala, started in the fourth quarter of 1999 was completed during the
first quarter of 2000. The program included geological mapping and soil and
rock sampling. The aim of the preliminary exploration work was to identify
a number of highly prospective areas for which applications for mineral
exploration licenses will be made, and subsequently undertake more
comprehensive work. The Company's exploration work program in 2001 will
entail surface mapping of geology, sampling of soils on a grid basis to
delineate geochemical anomalies, stream sediment sampling and geophysical
surveying. The data assembled from this work will be used to determine
whether: (i) further exploration is warranted; or (ii) whether the mineral
reconnaissance license should be surrendered.
During the nine-months ended September 30, 2001, the Company continued its
preliminary field assessment and sampling programs on its Argentina
properties. The fieldwork consisted of reconnaissance, mapping and sampling
of individual outcrops. The Company's exploration work program in 2001 will
entail surface mapping of geology, sampling of soils on a grid basis to
delineate geochemical anomalies, stream sediment sampling and geophysical
surveying. The data assembled from this work will be used to determine
whether: (i) further exploration is warranted; or (ii) whether mineral
exploration concession licenses should be surrendered.
All of the Company's properties are in the exploration stages only and are
without a known body of Mineral Reserves. Development of the properties
will follow only if satisfactory exploration results are obtained. Mineral
exploration and development involves a high degree of risk and few
properties that are explored are ultimately developed into producing mines.
There is no assurance that the Company's mineral exploration and
development activities will result in any discoveries of commercially
viable bodies of mineralization. The long-term profitability of the
Company's operations will be, in part, directly related to the cost and
success of its exploration programs, which may be affected by a number of
factors.
On March 9, 2001 Aurora Gold Corporation distributed 653,817 shares of
Aurora Metals (BVI) Limited to the Company as a stock dividend. On May 19,
2000 the Board of Directors of Aurora Gold Corporation approved and
authorized a stock dividend, on a one to one basis, of the 13,000,000
common shares of Aurora Metals (BVI) Limited then owned by Aurora Gold
Corporation, payable to the stockholders of Aurora Gold Corporation. The
stock dividend was payable to the Aurora Gold stockholders of record as of
the close of business on June 15, 2000. On June 15, 2000 the Company
owned 653,817 shares of Aurora Gold Corporation.
10
On May 4, 2001 Mr. David Jenkins resigned from the Board of Directors and
as President of the Company to pursue other interests. On May 4, 2001 Mr.
Terry Longair was appointed to the Board of Directors of the Corporation
and President of the Company.
On June 13, 2001 the Company agreed to settle $113,521 in debt owed to the
Company by La Plata Gold Corporation by the issuance to the Company of an
aggregate of 173,070 common shares of La Plata Gold Corporation at a deemed
price of $0.66 per share. The shares were issued to the Company in July
2001.
(C) Financial Information
Nine-Months Ended September 30, 2001 versus Nine-Months Ended September 30,
2000
For the nine-months ended September 30, 2001 the Company recorded a profit
of $70,852 or $0.01 per share, compared to a loss of $24,782 or $0.00 per
share in 2000.
General and administrative expenses - For the nine-months ended September
30, 2001 the Company recorded general and administrative expenses of
$30,335, compared to $21,817 in 2000.
Professional fees - accounting and legal - For the nine-months ended
September 30, 2001 the Company recorded accounting and legal fees of
$8,824, compared to $6,760 in 2000.
Exploration expenditures - For the nine-months ended September 30, 2001 the
Company recorded exploration expenses of $7,751 compared to $1,135 in 2000.
(D) Financial Condition and liquidity
At September 30, 2001, the Company had cash of $624 (2000 - $26,670) and
working capital of $941,817 (2000 working capital - $578,988) respectively.
Total liabilities as of September 30, 2001 were $111,857 as compared to
$44,866 on September 30, 2000, a increase of $66,991. In Fiscal 2001
investing activities consisted of additions to mineral properties $0 (2000
- $0), purchases of available-for-sale securities $289,813 (2000 - $0) and
proceeds from the sale of available-for-sale securities $342,173 (2000 -
$134,767). The Company recorded a gain of $141,458 (2000 - gain of $31,840)
on the sale of available-for-sale securities. For the nine-months ended
September 30, 2001 the Company recorded a profit of $70,852, or $0.01 per
share compared to a loss of $24,782 ($0.00 per share) in 2000.
The Company has sufficient working capital to (i) pay its administrative
and general operating expenses through December 31, 2001 and (ii) to
conduct its preliminary exploration programs. Without cash flow from
operations, it may need to obtain additional funds (presumably through
equity offerings and/or debt borrowing) in order, if warranted, to
implement additional exploration programs on its properties. Failure to
obtain such additional financing may result in a reduction of the Company's
interest in certain properties or an actual foreclosure of its interest.
The Company has no agreements or understandings with any person as to such
additional financing.
None of the Company's properties has commenced commercial production and
the Company has no history of earnings or cash flow from its operations.
While the Company may attempt to generate additional working capital
through the operation, development, sale or possible joint venture
development of its properties, there is no assurance that any such activity
will generate funds that will be available for operations.
The Company has not declared or paid dividends on its shares since
incorporation and does not anticipate doing so in the foreseeable future.
11
PART 11. OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company is not party to any litigation, and has no knowledge of
any pending or threatened litigation against it.
ITEM 2. Changes in Securities
Not Applicable
ITEM 3. Defaults Upon Senior Securities
Not Applicable
ITEM 4. Submission of Matters to a Vote of Security Holders
Not Applicable
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
3.1 Article of Incorporation of Cayman Purchasing & Supply, Inc. *
3.2 Company By-laws for Cayman Purchasing & Supply, Inc. *
3.3 Notice of reinstatement for Cayman Purchasing & Supply, Inc. *
3.4 Amendment to the Articles of Incorporation of Cayman
Purchasing & Supply, Inc. *
3.5 Notice of filing of Amendment to the Articles of
Incorporation of Cayman Purchasing & Supply, Inc. *
3.6 Notice of filing of Amendment to the Articles of
Incorporation of Cayman Purchasing & Supply, Inc. changing
its name to Patagonia Gold Corporation *
10.1 Agreement dated July 30, 1997 between The Company and Carrington
International Limited *
10.2 Joint Venture Agreement between the Company and
Aurora Gold Corporation *
- --------
* Previously Filed
12
(b) Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunder duly authorized.
Date: November 12, 2001 BY: /s/ Terry Longair
------------------- -----------------------------
Terry Longair
Director and President
Date: November 12, 2001 BY: /s/ Cosme M. Beccar Varela
------------------- -----------------------------
Cosme M. Beccar Varela
Director
13