FORM 6-K, BELMONT RESOURCES INC.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the six months ended July 31, 1999.
BELMONT RESOURCES INC.
(Translation of Registrant's Name Into English)
SEC File Number: 000-29616
#1180 - 666 Burrard Street, Vancouver, B.C. Canada V6C 2X8
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
---- ----
(Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes X No
--- ---
[If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-686.
BELMONT RESOURCES INC.
Six Months Ended July 31, 1999
Index
Page No.
PART I Financial Information
Item 1 Financial Statements
Consolidated Balance Sheets July 31, 1999 and January 31, 1999
Statement of Operations and Deficit for three and six months ended
July 31, 1999 and July 31, 1998
Cash Flow for the three and six months ended July 31, 1999 and
July 31, 1998
PART II Supplementary Information for the Quarter ended July 31, 1999
Item 1 Deferred Exploration & Development Costs
Item 2 a) Securities Issued During the Quarter ended July 31, 1999
b) Summary of Options Granted During the Quarter ended July 31, 1999
Item 3 a) Authorized and Issued Share Capital as at July 31, 1999
b) Summary of Options, Warrants and Convertible Securities
Outstanding as at July 31, 1999
c) Shares in Escrow or Subject to Pooling as at July 31, 1999
d) List of Directors as at July 31, 1999
PART III Management Discussion for the Quarter ended July 31, 1999 and up
to the date of this Report
Item 1 Nature of Business
Item 2 Use of Proceeds
Item 3 Related Party Transactions
Item 4 Investor Relations Activities
Item 5 Significant Events & Transactions
a) Acquisitions & Dispositions
b) Material Expenditures
c) News Releases & Material Change Reports
d) Breaches of Corporate, Securities or other laws, or of an Issuer's
Listing Agreement with the Vancouver Stock Exchange
e) Regulatory Approval
f) Working Capital
g) General
BELMONT RESOURCES INC.
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FINANCIAL INFORMATION
Attached are the Consolidated Financial Statements of Belmont Resources Inc. for
the three and six months ended July 31, 1999.
For further information, please contact:
Gary Musil
Secretary/Director
(604) 683-6648
email: gmusil@direct.ca
website: www.belmont-resources.com
Stock Symbols:
VSE ("BEO")
OTC B-B ("BEOVF")
BELMONT RESOURCES INC.
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS(UNAUDITED)
(IN CANADIAN DOLLARS)
As at As at
July 31, January 31,
1999 1999
------------- ------------
ASSETS
CURRENT ASSETS
Cash and short-term investments $ 90,005 $ 229,809
Accounts receivable 17,597 17,436
Marketable securities 3,437,100 3,437,100
Deferred income taxes 0 0
Prepaid expenses 5,809 3,486
--------- ---------
3,550,511 3,687,831
INVESTMENTS IN SECURITIES 2,291,400 2,291,400
RESOURCE PROPERTIES 5,460,749 5,339,126
ADVANCES 55,000 55,000
CAPITAL ASSETS 222,382 222,382
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$11,580,042 $11,595,739
---------- ----------
---------- ----------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $56,240 $45,744
Future income taxes 568,603 568,603
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624,843 614,347
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DUE TO SHAREHOLDERS 220 220
---------- ----------
NON-CONTROLLING INTEREST 8,673 8,673
---------- ----------
FUTURE INCOME TAXES 539,837 539,837
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SHAREHOLDERS' EQUITY
Share Capital 13,605,665 13,520,425
Deficit (3,199,196) (3,087,763)
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10,406,469 10,432,662
---------- ----------
$11,580,042 $11,595,739
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN CANADIAN DOLLARS)
Three months ended Six months ended
July 31 July 31
1999 1998 1999 1998
--------- --------- --------- ---------
Expenses
Operating 0 0 0 0
Corporate administration 61,853 57,184 111,850 119,892
--------- --------- --------- ---------
61,853 57,184 111,850 119,892
--------- --------- --------- ---------
Earnings (loss) from operations (61,853) (57,184) (111,850) (119,892)
--------- --------- --------- ---------
Other income (expense)
Interest and other income 0 4,213 417 9,047
Loss on marketable securities 0 0 0 0
Provision for decline in value
of marketable securities 0 0 0 0
--------- --------- --------- ---------
0 4,213 417 9,047
--------- --------- --------- ---------
Earnings (loss) before taxes (61,853) (52,971) (111,433) (110,845)
--------- --------- --------- ---------
Earnings (loss) for the period (61,853) (52,971) (111,433) (110,845)
--------- --------- --------- ---------
--------- --------- --------- ---------
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN CANADIAN DOLLARS)
Three months ended Six months ended
July 31 July 31
1999 1998 1999 1998
--------- --------- --------- ---------
Cash provided by (used in)
Operating activities
Earnings (loss) for the period $(61,853) $(52,971) $(111,433) $(110,845)
Items not affecting cash
Depreciation and depletion 0 0
Loss on marketable securities,
net of tax provision 0 0
Provision for decline in value
of marketable securities 0 0
Deferred taxes 0 0
Other 0 0
Change in non-cash operating
working capital
Accounts receivable 391 (6,441) (161) (7,471)
Prepaid expenses (2,431) (54,456) (2,323) (48,494)
Accounts payable 8,096 (53,577) 10,496 (33,688)
--------- --------- --------- ---------
Net cash provided by (used in)
operating activities (55,797) (167,445) (103,421) (200,498)
Investing activities
Mining property expenditures (27,500) (10,195) (121,623) (15,156)
Oil & gas project expenditures 0 (58,081) 0 (122,256)
--------- --------- --------- ---------
Net cash used in
investing activities (27,500) (68,276) (121,623) (137,412)
--------- --------- --------- ---------
Financing activities
Issue of capital stock, net 27,500 117,600 85,240 117,600
--------- --------- --------- ---------
Net cash provided by financing
activities 27,500 117,600 85,240 117,600
--------- --------- --------- ---------
Increase (decrease) in cash and
short-term investments (55,797) (118,121) (139,804) (220,310)
Cash and short-term investments
at beginning of period 145,802 535,334 229,802 637,523
--------- --------- --------- ---------
Cash and short-term investments
at end of period $90,005 $417,213 $90,005 $417,213
--------- --------- --------- ---------
--------- --------- --------- ---------
PART II SUPPLEMENTARY INFORMATION FOR THE QUARTER ENDED JULY 31, 1999
Item 1
DEFERRED EXPLORATION & DEVELOPMENT COSTS AND TRANSACTIONS DURING THE QUARTER
ENDED JULY 31, 1999 AND CURRENT FISCAL YEAR-TO-DATE:
Deferred exploration & development - Costs are related to work on the Pezinok
gold/antimony mineral property, and the Lac Rocher nickel/cobalt property.
Item 2
a) SECURITIES ISSUED DURING THE QUARTER ENDED JULY 31, 1999:
Date of Type of No. of Price Total Type of
Issue Security Type of Issue Shares Issued Share Proceeds Consideration
- -------- -------- ----------------- ------------- ------ -------- -------------
May 12 Common Property Acquisition 50,000 $0.50 $25,000 Assets
May 12 Common Finder's Fee 5,000 $0.50 $2,500 Services
b) SUMMARY OF OPTIONS GRANTED DURING THE QUARTER ENDED JULY 31, 1999:
Date Granted No. of Shares Director or Employee Exercise Expiry Date
Price
- ------------ ------------- -------------------- -------- -----------
NIL NIL
Item 3
a) AUTHORIZED AND ISSUED SHARE CAPITAL AS AT JULY 31, 1999:
The Company has authorized share capital of 50,000,000 common shares
with no par value.
The Company has issued and allotted shares of its capital stock
totaling 19,764,012.
b) SUMMARY OF OPTIONS, WARRANTS AND CONVERTIBLE SECURITIES OUTSTANDING AS AT
JULY 31, 1999:
Security Number Exercise Price Expiry Date
- -------- ------- --------------- ------------
Options 5,000 $0.56 August 6, 1999
Options 889,000 $0.56 February 24, 2000
c) SHARES IN ESCROW OR SUBJECT TO POOLING AS AT JULY 31, 1999:
Common shares in escrow - NIL
d) LIST OF DIRECTORS AS AT JULY 31, 1999:
Vojtech Agyagos President/Director
Gary Musil Secretary/Director
Kenneth B. Liebscher Director
Peter P.H. John Director
Nicolo Bellanca Director
Peter E. Serck Director
PART III MANAGEMENT DISCUSSION FOR THE QUARTER ENDED JULY 31, 1999
AND UP TO THE DATE OF THIS REPORT
Management's Discussion and Analysis of Financial Condition and
Results of Operations
For the six months ended July 31, 1999
(Unaudited)
The following discussion and analysis should be read in conjunction with the
consolidated financial statements and notes thereto included in this report
and in the Registration Statement Form 20 F/R filed by the Company with the
Securities and Exchange Commission.
All statements, other than statements of historical fact, included herein,
including without limitation, statements regarding potential mineralization
and reserves, exploration results and future plans and objectives of Belmont
Resources Inc., are forward-looking statements that involve various risks
and uncertainties. There can be no assurance that such statements will prove
to be accurate, and actual results and future events could differ materially
from those anticipated in such statements. Important factors that could
cause actual results to differ materially from Belmont expectations are
disclosed under the heading "Risk Factors" and elsewhere in Belmont documents
filed from time to time with the Vancouver Stock Exchange, The United States
Securities and Exchange Commission and other regulatory authorities.
Item 1 - Nature of Business:
At the Pezinok II mining concession the Company is inviting joint venture
partners to fund further metallurgical testing work, partners who have
financial resources and expertise, with the Company retaining an interest
in the project.
With low gold prices causing major gold mine closures, management felt it
wise to pursue other exploration activity such as oil and gas. In March 1998
the Company entered into an agreement to acquire the rights to explore for oil
and gas in a 209,950 acre concession area in eastern Slovakia, and subsequently
sold its interest to EuroGas Inc.
In March 1999 the Company acquired a mineral property in the Lac Rocher area
of Quebec where a recent nickel/cobalt discovery was announced.
Item 2 - Use of Proceeds:
During the quarter (year to date) the Company received nil ($30,240) through
the exercise of incentive stock options.
Item 3 - Related Party Transactions:
During the quarter (year to date) the following transactions took place with
related parties:
(i) Management fees totaling $13,500 ($27,000) were accrued/paid to an
officer/director.
(ii) The Company incurred $13,200 ($28,400) in office administrative
services with a company controlled by a director.
(iii) Office rent totaling $4,500 ($9,000) was paid to a company managed
by a director.
Item 4 - Investor Relations Activities:
There were no new investor relations activities undertaken by or on behalf of
the Company during the quarter except for the dissemination of press releases
to the media, interested shareholders, investors, and brokers. No investor
relations arrangements or contracts were entered into during the quarter.
Item 5 - Significant Events & Transactions:
(a) Acquisitions & Dispositions:
See section (c) following - May 13, 1999 news releases.
(b) Material Expenditures:
The major increases were: Wages & Administrative services $36,838 in 1999
($33,704 in 1998). These were mainly due to costs incurred in preparation of
the 20-F filing with the U.S. Securities and Exchange Commission (the "SEC")
and the year-end audited financials. Overall operating costs decreased 6.7%
($8,042) less than 1998. The Company incurred $122,000 in costs relating to the
acquisition of the Maseva Gas interest in a 209,950 acre concession area in
eastern Slovakia during the first two quarters last year, however nil during
1999 as the interest has since been sold to EuroGas, Inc. The Company did
incur approx. $115,000 in costs (shares issued, property cash payments
and report preparation) related to the acquisition of the Lac Rocher area
prospect during the first half of 1999.
(c) News Releases & Material Change Reports:
May 13, 1999 - Belmont has issued the second and last tranche of 50,000 shares
as consideration for the 67 contiguous mineral claims located in Lac Rocher,
Quebec. The final finder's fee of 5,000 shares was also issued. This completes
the cash and share consideration for this property acquisition. The shares have
a hold period expiring July 5, 1999.
Belmont has received confirmation from the Quebec Mining Exploration Assistance
Program that their application for financial assistance will be reviewed in May.
A report has been completed on the property, which outlines an exploration
program for these claims in 1999.
(d) Breaches of corporate, securities or other laws, or of an Issuer's
listing agreement with the Vancouver Stock Exchange:
None
(e) Regulatory Approval:
The Company engaged an U.S. legal firm to assist in preparing its annual 20-F
filing with the SEC to maintain its fully reporting company status. This
was completed August 3/99 and filed electronically through EDGAR. Copies can be
obtained from the Company upon request or can be reviewed on the SEC website at
www.sec.gov in the EDGAR Archives.
(f) Working Capital:
Quarter ending working capital is in excess of $60,000 not including the
Investment is Securities relating to the value of EuroGas securities that
will be available for resale before year-end. The Company is actively pursuing
and negotiating other acquisitions in Eastern Europe.
(g) General:
(i) The Company has completed the transaction with EuroGas, Inc. ("EUGS") and
has received 2,500,000 shares of EUGS.
(ii) On May 26, 1999 the Company filed Notice of its upcoming Annual General
Meeting ("AGM") to be held July 21, 1999 at 10:30 a.m.
(iii) On July 21, 1999 the Company completed its AGM and received approval for
all matters presented at the meeting.
(iv) Uncertainty Due to the Year 2000 Issue:
The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 are 1900 or some other date, resulting in errors when information
using the year 2000 date is processed. In addition, similar problems may arise
in some systems, which use certain dates in 1999 to represent something other
than a date. The effects of the Year 2000 Issue may be experienced before, on,
or after January 1, 2000 and if not addressed, the impact on operations and
financial reporting may range from minor errors to significant system failure,
which could affect a Company's ability to conduct normal business operations.
It is not possible to be certain that all aspects of the Year 2000 Issue
affecting the Company, including those related to the efforts of customers,
suppliers, or other third parties, will be fully resolved.
The Company has been evaluating the potential impact of Year 2000 issues on
its operations and taking appropriate action to ensure uninterrupted operations
into the year 2000 and beyond. Year 2000 issues primarily affect the technology
used by the Company in the management of internal financial data in business
applications. All internal business systems use purchased software that is
Year 2000 compliant with any required upgrades to be completed by October 1999.
In some situations, Year 2000 risk has been assessed as a result of third
party relationships, particularly in relation to electronic communication with
news disseminators. In these instances the Company is communicating with the
vendors to ensure that no interruptions will occur that will affect the
operations of the Company.
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, thereunto duly authorized.
Belmont Resources Inc.
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(Registrant)
Date October 7, 1999
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By /s/ Gary Musil
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Secretary/Director