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 June 30, 2002
---------------
[ ] 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 of (IRS Employer
incorporation or organization) Identification No.)
P.O. Box 48525, 595 Burrard Street, Vancouver, B.C., Canada V7X 1A2
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(Address of principal executive offices)
(604) 687-4701
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(Issuer's Telephone Number)
(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 June 30, 2002.
Transitional Small Business Disclosure Format (check one);
YES [ ] NO [X]
1
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.
INDEX
Page No.
PART I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets -- 3
June 30, 2002 and December 31, 2001
Consolidated Statements of Operations -- 4
Six-Months Ended June 30, 2002
Consolidated Statements of Cash Flows -- 5
Six-Months Ended June 30, 2002
Notes to 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 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
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 & SUBSIDIARIES
(An exploration stage enterprise)
Consolidated Balance Sheets (Unaudited)
June 30, 2002 June 30 December 31
(Expressed in U.S. Dollars) 2002 2001
- ----------------------------------------------------------------------------------------
ASSETS
Current
Cash $ 103 $ 11
Receivables 31 118
Investments 788,079 801,884
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Total current assets 788,213 802,013
Notes receivable 16,589 39,821
Mineral property costs - -
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Total assets $ 804,802 $ 841,834
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LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current
Accounts payable and accrued liabilities $ 102,948 $ 98,753
Note payable, non-interest bearing 21,977 21,977
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Total liabilities 124,925 120,730
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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 (971,635) (935,106)
Accumulated other comprehensive (loss),
unrealized (loss) on securities available for sale (188,488) (183,790)
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Stockholders' equity 679,877 721,104
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Total liabilities and stockholders' equity $ 804,802 $ 841,834
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<FN>
The accompanying notes are an integral part of these financial statements.
3
==========================================================================================================================
PATAGONIA GOLD CORPORATION & SUBSIDIARIES
(An exploration stage enterprise) June 30
Consolidated Statement of Operations 1997 Three months Three months Six months Six months
(Expressed in U.S. Dollars) (inception) to ended ended Ended ended
(Unaudited) June 30 June 30 June 30 June 30 June 30
-------------- -------------- ------------ ------------
2002 2002 2001 2002 2001
(cumulative)
- --------------------------------------------------------------------------------------------------------------------------
General and administrative expenses
Administrative and general $ 124,270 $ 7,670 $ 7,305 $ 10,382 $ 23,416
Professional fees - accounting and legal 96,682 2,000 11,184 7,589 8,324
Salaries and consulting fees 185,712 21,464 9,045 22,904 15,045
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406,664 31,134 27,534 40,875 46,785
Exploration expenses 152,419 - - - -
Write-off of mineral property costs 309,250 - - - -
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868,333 31,134 27,534 40,875 46,785
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Less : Income (loss)
Interest income 34,593 - 178 - 876
Dividend income 2,835 - - - -
Realized gain (loss) on sale of investments (111,217) 6,340 66,370 4,719 136,958
Interest expense (15,732) (79) (254) (79) (366)
Foreign exchange loss (13,781) (294) - (294) -
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(103,302) 5,967 66,294 4,346 137,468
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Net income (loss) for the period $ (971,635) $ (25,167) $ 38,760 $ (36,529) $ 90,683
==========================================================================================================================
Income (loss) per share, basic and diluted $ (0.00) $ 0.00 $ (0.00) $ 0.01
==========================================================================================================================
Weighted average number of
common shares outstanding
- basic and diluted 13,000,000 13,000,000 13,000,000 13,000,000
==========================================================================================================================
<FN>
The accompanying notes are an integral part of these financial statements.
4
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PATAGONIA GOLD CORPORATION & SUBSIDIARIES
(An exploration stage enterprise) June 30
1997 Six months Six months
Consolidated Statement of Cash Flows (inception) to ended ended
(Expressed in U.S. Dollars) June 30 June 30 June 30
(Unaudited) --------------------------
2002 2002 2001
(cumulative)
- --------------------------------------------------------------------------------------------------
Cash flows from (used in)
operating activities
Net (loss) for the period $ (971,635) $ (36,529) $ 90,683
Adjustments to reconcile net loss to net
cash used in operating activities :
realized loss (gain) on sale of investments 107,467 (4,719) (136,958)
expenses satisfied with common stock 3,000 - -
write-off of mineral properties 309,250 - -
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(551,918) (41,248) (46,275)
Changes in assets and liabilities:
decrease (increase) in accounts receivable (16,620) 23,319 59
increase (decrease) in accounts payable 102,948 4,195 38,466
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(465,590) (13,734) (7,750)
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Cash flows from (used in)
investing activities
Purchase of available-for-sale securities (2,470,742) - (289,813)
Proceeds on sale of available-for-sale
Securities 1,386,708 13,826 334,933
Mineral property costs (12,250) - -
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(1,096,284) 13,826 45,120
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Cash flows from (used in)
financing activities
Proceeds from issuance of common stock 1,540,000 - -
Proceeds from notes payable 21,977 - -
- --------------------------------------------------------------------------------------------------
1,561,977 - -
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Increase (decrease) in cash for the period 103 92 37,370
Cash and cash equivalents,
beginning of period - 11 1,352
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Cash and cash equivalents,
end of period $ 103 $ 103 $ 38,722
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<FN>
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 six-month month period ended June 30, 2002 are not
necessarily indicative of the results that may be expected for the year
ended December 31, 2002.
The balance sheet at December 31, 2001 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, 2001 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.
During fiscal year 2001, the Company wound up its wholly owned
subsidiary Patagonia Gold Mines Limited.
(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
6
extent that future cash flow from reserves equals or exceeds the costs
deferred. As at June 30, 2002 and December 31, 2001, the Company 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) Foreign Currency Transactions
Foreign currency accounts are translated into U.S. dollars as follows:
At the transaction date, each asset, liability, revenue and expense is
translated into U.S. dollars by the use of the exchange rate in effect
at that date. At the period end, monetary assets and liabilities are
translated into U.S. dollars by using the exchange rate in effect at
that date. The resulting foreign exchange gains and losses are
included in operations.
(e) Advertising Expenses
The Company expenses advertising costs as incurred. There were no
advertising costs charged to expenses for the six-months ended June
30, 2002 and 2001.
(f) 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.
(g) 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.
(h) 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.
7
(i) Accounting for Derivative Instruments and Hedging Activities
The Company has adopted the Statement of Financial Accounting
Standards SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" which requires companies to recognize all
derivatives 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 asset or liability that are attributable
to the hedged risk or (ii) the earnings effect of the hedged
forecasted transaction. For a derivative not 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 June 15, 2000. The adoption of SFAS 133 has no
impact on the Company's financial statements.
(j) 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.
(k) 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".
4. Investments
Investments consist of available-for-sale securities and are summarized as
follows:
- ------------------------------------------------------------------------------------------
Gross Gross Accumulated
unrealized unrealized unrealized Market
Cost gains losses gains (losses) value
- ------------------------------------------------------------------------------------------
December 31, 2000
Equity securities $1,190,232 $ 171,222 $ 668,283 $ (497,061) $693,171
Change during the year (204,558) 163,871 (149,400) 313,271 108,713
- ------------------------------------------------------------------------------------------
December 31, 2001
Equity securities 985,674 335,093 518,883 (183,790) 801,884
Change during the year (9,106) 36,537 41,236 (4,699) (13,805)
- ------------------------------------------------------------------------------------------
June 30, 2002
Equity securities $ 976,568 $ 371,630 $ 560,119 $ (188,489) $788,079
==========================================================================================
8
5. Notes Receivable
Notes receivable are unsecured, non-interest bearing and due on demand.
6. 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
During fiscal year 2001 the Company wrote off the capitalized
acquisition cost of $3,000 to operations.
(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. During fiscal year 2001 the
Company wrote off the capitalized acquisition cost of $9,250 to
operations.
7. Notes Payable
Notes payable are unsecured, non-interest bearing and due on demand.
8. Reclassifications
Certain reclassifications of prior-year balances have been made to conform
to current year classifications.
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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
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.
This document contains numerous forward-looking statements relating to the
Company's business. The United States Private Securities Litigation Reform
Act of 1995 provides a "safe harbor" for certain forward-looking
statements. Operating, exploration and financial data, and other statements
in this document are based on information the company believes reasonable,
but involve significant uncertainties as to future gold and silver prices,
costs, ore grades, estimation of gold and silver reserves, mining and
processing conditions, changes that could result from the Company's future
acquisition of new mining properties or businesses, the risks and hazards
inherent in the mining business (including environmental hazards,
9
industrial accidents, weather or geologically related conditions),
regulatory and permitting matters, and risks inherent in the ownership and
operation of, or investment in, mining properties or businesses in foreign
countries. Actual results and timetables could vary significantly from the
estimates presented. Readers are cautioned not to put undue reliance on
forward-looking statements. The Company disclaims any intent or obligation
to update publicly these forward-looking statements, whether as a result of
new information, future events or otherwise.
None of the Company's properties contain any known Mineral Reserves.
The Company's common stock is traded on the NASD's OTC Bulletin Board.
(B) Significant developments during the six-month period ended June 30, 2002
During the six month period ended June 30, 2002 the Company continued to
examine data relating to the potential acquisition of exploration
properties in Argentina, Guatemala and Mexico.
(C) Exploration and development
The Company conducts exploration activities from its headquarters in
Vancouver, Canada. The Company's strategy is to concentrate its
investigations into: (i) Existing operations where an infrastructure
already exists; (ii) Properties presently being developed and/or in
advanced stages of exploration which have potential for additional
discoveries; and (iii) Grass-roots exploration opportunities.
The Company is examining data relating to the potential acquisition of
other exploration properties in Argentina, Guatemala and Mexico.
During fiscal 2001 the Company did not renew the mineral reconnaissance
licence for its Guatemala mineral reconnaissance concession.
The Company's property is in the exploration stage only and is without a
known body of Mineral Reserves. Development of the property 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.
(D) Financial Information
Six-month period ended June 30, 2002 versus six-month period ended June 30,
2001
Financing:
The Company did not issue any shares during the six months ended June 30,
2002. The Company did not issue any common shares during the fiscal year
ended December 31, 2001.
Net Loss:
For the six-months ended June 30, 2002 the Company recorded a net loss of
$36,529 or $0.00 per share, compared to net income of $90,683 or $0.01 per
share in 2001.
Revenues:
The Company had no operating revenues for the six-month period ended June
30, 2002 (2001 - $0).
10
Costs and Expenses:
General and administrative expenses - For the six-months ended June 30,
2002 the Company recorded general and administrative expenses of $10,382
compared to $23,416 in 2001.
Professional fees - accounting and legal - For the six-months ended June
30, 2002 the Company recorded legal fees of $2,000 compared to $(1,485) in
2001. For the six-months ended June 30, 2002 the Company recorded
accounting fees of $5,589 compared to $9,809 in 2001.
(E) Financial Condition and liquidity
At June 30, 2002, the Company had cash of $103 (2001 - $38,722) and working
capital of $663,288 (2001 - $942,672) respectively. Total liabilities at
June 30, 2002, were $124,925 (2001 - $93,042), an increase of $31,883.
During the six-month period ended June 30, 2002 investing activities
consisted of additions to mineral properties $0 (2001 - $0), purchases of
available-for-sale securities $0 (2001 - $289,813) and proceeds from the
sale of available-for-sale securities $13,826 (2001 - $334,933). The
Company recorded a gain of $4,719 (2001 - gain of $136,958) on the sale of
available-for-sale securities. For the six-months ended June 30, 2002 the
Company recorded a loss of $36,529, or $0.00 per share compared to income
of $90,683 ($0.01 per share) in 2001.
The Company has sufficient working capital to (i) pay its administrative
and general operating expenses through December 31, 2002 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.
PART II. 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
11
ITEM 4. Submission of Matters to a Vote of Security Holders
The Company held its Annual General Meeting on June 28, 2001. At the
meeting one shareholder holding 3,000,000 shares was present in person
and 6,152,919 shares were represented by proxy.
At the meeting unanimous approval by a show of hands was given in
respect to:
1. The election of Messrs. Antonino G. Cacace, Terry Longair and
Cosme M. Beccar Varela as directors of the Company,
2. The appointment of Moore Stephens Ellis Foster Ltd., as
independent accountants for the Company and
3. To continue the Company as a British Virgin Islands International
Business Company pursuant to section 84 of the International
Business Companies Ordinance of the British Virgin Islands.
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
(b) Reports on Form 8-K
None.
12
SIGNATURES
The Registrant certifies that the periodic report containing the financial
statements fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) and that
information contained in the periodic report fairly presents, in all material
respects, the financial condition and results of operations of the issuer.
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: August 9, 2002 BY: /s/ Terry Longair
-------------- -------------------------------------
Terry Longair
Director and President
Date: August 9, 2002 BY: /s/ A. Cameron Richardson
-------------- -------------------------------------
A. Cameron Richardson
Secretary and Chief Financial Officer
13