UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
AMENDED CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) September 20, 2002
Commission File Number 001-10304
CONDOR GOLD CORP.
-----------------
(Formerly Ripped Canada Artists Inc.)
ONTARIO
390 BAY STREET, SUITE 1620
TORONTO, ONTARIO, CANADA
M5H 2Y2
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 416.368.6161
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements in relation to the acquisition by Condor Gold
Corp. (the "Corporation") of Northville Gold Corp. ("Northville") required by
this item in relation to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 4, 2002 are attached hereto as
Exhibit 99.1:
(a) audited financial statements of Northville for the financial year end
November 30, 2000 and the financial year end November 30, 2001 together with the
auditors report thereon;
(b) unaudited financial statements of Northville for nine month period ended
August 31, 2002; and
(c) pro-forma consolidated financial statements of Condor Gold Corp. as of
September 20, 2002 after giving effect to the acquisition of Northville.
Attached hereto as Exhibit 99.2 is the certification of Alexander Stewart, Chief
Executive Officer of the Corporation pursuant to 18 U.S.C. section 1350, as
adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
Attached hereto as Exhibit 99.3 is the certification of Stephen Stewart,
Treasurer of the Corporation pursuant to 18 U.S.C. section 1350, as adopted
pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amended Current Report on Form 8-K/A to be
signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 5th, 2002 Signed: /s/ Alexander Stewart
-------------------------
Title: Chief Executive Officer
NORTHVILLE GOLD CORP
FINANCIAL STATEMENTS
YEAR ENDED NOVEMBER 30, 2001 AND
PERIOD ENDED NOVEMBER 2000
CONTENTS
Auditors' Report 1
Balance Sheet 2
Statement of Operations 3
Statement of Cash Flows 4
Notes to Financial Statements 5 - 7
AUDITORS' REPORT
To the Shareholders of
Northville Gold Corp
We have audited the accompanying balance sheet of Northville Gold Corp as
at November 30, 2001 and 2000 and the related statements of operations and cash
flows for the year and period then ended, respectively. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, these financial statements referred to above present
fairly, in all material respects, the financial position of Northville Gold Corp
as at November 30, 2001 and 2000 and the results of its operations and its cash
flows for the year and period respectively then ended in conformity with
accounting principles generally accepted in the United States of America.
"SF PARTNERSHIP, LLP"
Toronto, Canada CHARTERED ACCOUNTANTS
December 3, 2002
NORTHVILLE GOLD CORP
Incorporated under the Business Corporations Act (Ontario)
Balance Sheet
(Stated in Canadian Dollars)
As at November 30, 2001 and 2000
2001 2000
ASSETS
Current
Cash $ 136,050 $ 50
Properties (note 3) 1,660,000 --
----------- -----------
$ 1,796,050 $ 50
----------- -----------
LIABILITIES
Current
Accounts payable
$ 8,000 $ --
Advances from shareholders (note 4) 50 49
Notes payable 105,000 --
----------- -----------
113,050 49
Notes Payable, Long-term 120,000 --
----------- -----------
233,050 49
----------- -----------
STOCKHOLDERS' EQUITY
Common Stock (note 5) 2,047,287 1
Accumulated Deficit (484,287) --
----------- -----------
1,563,000 1
----------- -----------
$ 1,796,050 $ 50
----------- -----------
APPROVED ON BEHALF OF THE BOARD
"ALEX STEWART" "STEPHEN STEWART"
Director Director
NORTHVILLE GOLD CORP
Statement of Operations
(Stated in Canadian Dollars)
Year Ended November 30, 2001 and Period Ended November 30, 2000
2001 2000
Revenue $ -- $ --
------------ --------
Expenses
Exploration 364,324 --
Management fees 65,000 --
Consulting fees 50,500 --
Miscellaneous 4,267 --
General and administrative 196 --
------------ --------
Total Expenses 484,287 --
------------ --------
Net and Comprehensive Losses $ (484,287) $ --
============ ========
Basic Earnings(Losses) Per Share $ (0.05) $ 0.00
============ ========
Basic Weighted Average Shares Outstanding 9,749,455 1
============ ========
-3-
NORTHVILLE GOLD CORP
Statement of Cash Flows
(Stated in Canadian Dollars)
Year Ended November 30, 2001 and Period Ended November 30, 2000
2001 2000
Cash Flows from Operating Activities
Net loss $ (484,287) $ --
Changes in non-cash working capital
Accounts payable 8,000 --
----------- -----------
(476,287) --
----------- -----------
Cash Flows from Investing Activities
Investment in mining properties (1,075,500) --
----------- -----------
Cash Flows from Financing Activities
Advances from related party 1 49
Issue of common shares 1,462,786 1
Notes payable 225,000 --
----------- -----------
1,687,787 50
----------- -----------
Net Increase in Cash 136,000 50
Cash - beginning of year 50 --
----------- -----------
Cash - end of year $ 136,050 $ 50
=========== ===========
-4-
NORTHVILLE GOLD CORP
Notes to Financial Statements
(Stated in Canadian Dollars)
November 30, 2001
1. Nature of Business
Northville Gold Corp (herein the "Company") was duly incorporated in the
province of Ontario on June 26, 2000, under the Business Corporations Act
(Ontario). The company is engaged in the exploration and development of
gold properties.
2. Summary of Significant Accounting Policies
a) Basis of Presentation
These financial statements have been prepared in accordance with
United States of America generally accepted accounting principles with
the assumption that the Company will be able to realize its assets and
discharge its liabilities in the normal course of business.
The Company has suffered operating losses during the current year and
has a negative working capital and a net capital deficiency that
raises doubt as to its ability to continue as a going concern.
Management expects that the Company will be in a position to obtain
the working capital financing required to support its business
operations. The Company's continued existence as a going concern is
dependent upon its ability to attain and maintain profitable
operations and to obtain the necessary financing.
b) Unit of Measurement
Canadian currency is being used as the unit of measurement in these
financial statements.
c) Use of Estimates
In preparing the company's financial statements, management is
required to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosures of contingent
assets and liabilities at the date of the financial statements and
reported amounts of revenue and expenses during the period. Actual
results could differ from those estimates.
d) Mineral Exploration Properties and Revenue Recognition
Costs of acquisitions of mining properties are capitalized. The
company follows the cost reduction method in accounting for option
payments received whereby the proceeds received reduce expenditures on
the related property. When the amounts received exceed expenditures,
the related property's carrying value is reduced to $1 and the excess
is recorded as income.
-5-
NORTHVILLE GOLD CORP
Notes to Financial Statements
(Stated in Canadian Dollars)
November 30, 2001
2. Summary of Significant Accounting Policies (Cont'd)
e) Fair Value of Financial Instruments
The carrying amounts reflected in the balance sheets for cash,
accounts receivable, advances from shareholders, accounts payable and
short-term and long-term debt approximate their fair values, except as
otherwise indicated.
f) Income Taxes
The Company accounts for income taxes pursuant to SFAS No. 109,
"Accounting for Income Taxes". Deferred taxes are provided on a
liability method whereby deferred tax assets are recognized for
deductible temporary differences, and deferred tax liabilities are
recognized for taxable temporary differences. Temporary differences
are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of
enactment.
g) Net Loss per Common Share
The Company calculates net loss per share based on SFAS No. 128,
"Earnings Per Share". Basic loss per share is computed by dividing net
loss attributable to common stockholders by the weighted average
number of common shares outstanding. Diluted loss per share is
computed similar to basic loss per share except that the denominator
is increased to include the number of additional common shares that
would have been outstanding if the potential common shares had been
issued and if the additional common shares were dilutive.
h) Comprehensive Loss
SFAS No. 131 establishes standards for the reporting and display of
comprehensive income and its components in the financial statements.
3. Properties
2001 2000
Accumulated Accumulated
Cost Amortization Cost Amortization
- -----------------------------------------------------------------------------
Exploration properties $1,660,000 $ -- $ -- $ --
-------------------------------------------------
Net carrying amount $1,660,000 $ --
---------- ----------
-6-
NORTHVILLE GOLD CORP
Notes to Financial Statements
(Stated in Canadian Dollars)
November 30, 2001
4. Advances from Shareholders
These advances are non-interest bearing and have no specified terms of
repayment.
5. Common Stock
2001 2000
Common Stock at no par value
Unlimited shares authorized
22,653,433 shares issued and outstanding $2,047,287 $ 1
---------- ----------
6. Subsequent Events
a) Acquisition
On September 20, 2002, and Northville Gold Corp (Northville) and
Ripped Canada Artists Inc (RCA) entered into a Securities Exchange
Agreement ("Agreement") whereby RCA acquired all of the issued and
outstanding securities of Northville in exchange for equivalent
securities on a one for one basis. Upon consummation, the shareholders
of Northville exchanged each of their common shares for one
post-consolidation common share of RCA, after giving effect to the
consolidation as described in the Management Information Circular for
the Special and Annual Meeting held on August 26, 2002, at an
attributed value of $0.25 per Consolidated Share. Effectively,
Northville acquired control of RCA, a US publicly traded company with
94.88% interest in the post consolidated securities. Accordingly, this
transaction has been accounted for as a reverse takeover whereby
Northville was deemed to have acquired RCA. The ongoing business will
continue as that of Northville. The Acquisition was contingent upon
obtaining approval from the appropriate regulatory authorities
The security holders of Northville approved the RTO Transaction by way
of the exchange of all Northville securities beneficially owned by
them for consolidated securities of the Corporation contemporaneously
with the completion of the RTO Transaction.
b) Purchase of Munro Township Property by Northville
As a condition to and contemporaneously with the completion of the RTO
Transaction, Northville purchased 280 acres of patented mining claims
located in the Munro Township of Ontario (the "Munro Property") from
Currah and Sons Ltd. ("CSL"). The purchase price for the Munro
Property was $1,500,000 payable by the issuance of 5,000,000 shares of
Northville at a deemed price of $0.25 per share to CSL by Northville
immediately prior to the RTO Transaction, and the issuance by
Northville of two non-interest bearing secured promissory notes in the
aggregate amount of $250,000.00.
-7-
NORTHVILLE GOLD CORP.
CONSOLIDATED BALANCE SHEET
(PREPARED BY MANAGEMENT)
Nine month Period
December 1, 2001 Year Ended
August 31, 2002 November 30, 2001
---------------- -----------------
(unaudited) (audited)
Assets
Cash $ 11,378 $ 136,050
Properities 1,872,500 1,660,000
---------- ----------
Total Assets $1,883,878 $1,796,050
========== ==========
Liabilities
Accounts Payable $ 66,071 $ 8,000
Advances from related parties 35,991 50
Notes Payable 337,500 225,000
---------- ----------
439,562 233,050
Shareholders Equity
Equity 2,550,337 2,047,287
Deficit from operations (1,106,021) (484,287)
---------- ----------
1,444,316 1,563,000
Total Liabilities & Shareholders Equity $1,883,878 $1,796,050
========== ==========
NORTHVILLE GOLD CORP.
CONSOLIDATED STATEMENT OF PROFIT & LOSS
(PREPARED BY MANAGEMENT)
Nine month Period
December 1, 2001 Year Ended
August 31, 2002 November 30, 2001
---------- ----------
(unaudited) (audited)
Revenue $ 100,000 $ --
Expenses
Exploration 515,397 364,324
Management Fees 65,467 65,000
Consulting Fees 15,300 50,500
Professional Fees 83,719 --
Gen & Admin 21,875 196
Misc 19,976 4,267
---------- ----------
Total Expenses 721,734 484,287
---------- ----------
Income (loss) for the period $ (621,734) $ (484,287)
Deficit, beginning of period (484,287) --
Deficit, end of period $(1,106,021) $ (484,287)
=========== ===========
NORTHVILLE GOLD CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS
(PREPARED BY MANAGEMENT)
Nine month Period
December 1, 2001 Year Ended
August 31, 2002 November 30, 2001
------------------- --------------------
(unaudited) (audited)
Cash provided by (used) in
Operating activities
Loss for the period $ (621,734) $ (484,287)
Change in non-cash operating capital
Accounts payable and accrued liabilities 58,071 8,000
Notes payable 112,500 225,000
---------- ----------
(451,163) (251,287)
Financing activities
Loans and advances from related parties 35,941 50
Issue of common shares 503,050 2,047,287
---------- ----------
538,991 2,047,337
Investing activities
Investment in mining properities (212,500) (1,660,000)
Increase (decrease) in cash and cash equivalents (124,672) 136,050
Cash and cash equivalents, beginning of period 136,050 --
---------- ----------
Cash and cash equivalents, end of period $ 11,378 $ 136,050
========== ==========
Northville Gold Corp.
Notes to the Interim Financial Statements
For the Nine Month Period Ended August 31, 2002
1. Nature of Business
Northville Gold Corp. (herein the "Company") was duly incorporated in the
province of Ontario on June 26, 2000, under the Business Corporations Act
(Ontario). The company is engaged in the exploration and development of
gold properties.
2. Summary of Significant Accounting Policies
a) Basis of Presentation
These financial statements have been prepared in accordance with
United States of America generally accepted accounting principles with
the assumption that the Company will be able to realize its assets and
discharge its liabilities in the normal course of business.
The Company has suffered operating losses during the current year and
has a negative working capital and a net capital deficiency that
raises doubt as to its ability to continue as a going concern.
Management expects that the Company will be in a position to obtain
the working capital financing required to support its business
operations. The Company's continued existence as a going concern is
dependent upon its ability to attain and maintain profitable
operations and to obtain the necessary financing.
b) Unit of Measurement
Canadian currency is being used as the unit of measurement in these
financial statements.
c) Use of Estimates
In preparing the company's financial statements, management is
required to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosures of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the period. Actual
results could differ from these estimates.
d) Mineral exploration properties and Revenue recognition
Costs of acquisitions of mining properties are capitalized. The
company follows the cost reduction method in accounting for option
payments received whereby the proceeds received reduce expenditures on
the related property. When the amounts received exceed expenditures,
the related property's carrying value is reduced to $1 and the excess
is recorded as income.
Northville Gold Corp.
Notes to the Interim Financial Statements
For the Nine Month Period Ended August 31, 2002
e) Fair Value of Financial Instruments
The carrying amounts reflected in the balance sheets for cash,
accounts receivable, advances from shareholders, accounts payable and
short-term and long-term debt approximate their fair values, except as
otherwise indicated.
f) Income Taxes
The Company accounts for income taxes pursuant to SFAS No. 109,
"Accounting for Income Taxes". Deferred taxes are provided on a
liability method whereby deferred tax assets are recognized for
deductible temporary differences, and deferred tax liabilities are
recognized for taxable temporary differences. Temporary differences
are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of
enactment.
g) Net Loss per Common Share
The Company calculates net loss per share based on SFAS No. 128,
"Earnings Per Share". Basic loss per share is computed by dividing net
loss attributable to common stockholders by the weighted average
number of common shares outstanding. Diluted loss per share is
computed similar to basic loss per share except that the denominator
is increased to include the number of additional common shares that
would have been outstanding if the potential common shares had been
issued and if the additional common shares were dilutive.
h) Comprehensive Loss
SFAS No. 131 establishes standards for the reporting and display of
comprehensive income and its components in the financial statements.
3. Properties
2001 2000
Accumulated Accumulated
Cost Amortization Cost Amortization
Exploration properties $1,872,500 $ -- $1,660,000
---------- ---------- ----------
Net carrying amount $1,872,500 $1,660,000
---------- ----------
Northville Gold Corp.
Notes to the Interim Financial Statements
For the Nine Month Period Ended August 31, 2002
4. Advances from Shareholders
These advances are non-interest bearing and have no specified terms of
repayment.
5. Common Stock
2001 2000
Common Stock at no par value
Unlimited shares authorized
55,000,000 shares issued and outstanding $ 2,550,337 $ 2,047,287
----------------------------
6. Subsequent Event
On September 20, 2002, and Northville Gold Corp. (Northville) and Ripped Canada
Artists Inc (RCA) entered into a Securities Exchange Agreement ("Agreement")
whereby RCA acquired all of the issued and outstanding securities of Northville
in exchange for equivalent securities on a one for one basis. Upon consummation,
the shareholders of Northville exchanged each of their common shares for one
post-Consolidation common share of RCA, after giving effect to the Consolidation
as described in the Circular, at an attributed value of $0.25 per Consolidated
Share. Effectively, Northville acquired control of RCA, a US publicly traded
company with 94.88% interest in the post-consolidated securities. Accordingly,
this transaction has been accounted for as a reverse takeover (RTO) whereby
Northville was deemed to have acquired RCA. The ongoing business will continue
as that of Northville and will operate under the new name Condor Gold Corp. The
Acquisition was contingent upon obtaining approval from the appropriate
regulatory authorities
The security holders of Northville approved the RTO transaction by way of the
exchange of all Northville securities beneficially owned by them for
consolidated securities of the Corporation contemporaneously with the completion
of the RTO Transaction.
Purchase of Munro Township Property by Northville
As a condition to and contemporaneously with the completion of the RTO
Transaction, Northville purchased 280 acres of patented mining claims located in
the Munro Township of Ontario (the "Munro Property") from Currah and Sons Ltd.
("CSL"). The purchase price for the Munro Property was $1,500,000 payable by the
issuance of 5,000,000 shares of Northville at a deemed price of $0.25 per share
to CSL by Northville immediately prior to the RTO Transaction, and the issuance
by Northville of two non-interest bearing secured promissory notes in the
aggregate amount of $250,000.00.
CONDOR GOLD CORP.
(Formerly Ripped Canada Artists Inc.)
PRO-FORMA CONSOLIDATED BALANCE SHEET
(PREPARED BY MANAGEMENT)
Pro-Forma
Condor Gold Corp Northville Gold Corp. Northville Gold Corp. Condor Gold Corp
Year to Date Year to Date Acquisition of Year to Date
September 20, 2002 September 20, 2002 Munroe Property September 20, 2002
----------- ----------- ---------- -----------
(unaudited) (unaudited) (note 3) (unaudited)
Assets
Current Assets
Cash $ 70 $ 8,149 $ -- $ 8,219
Accounts Receivable 3,012 -- - (note 4)
----------- ----------- ---------- -----------
3,082 8,149 -- 8,219
Other Assets
Organization Costs 1,572 -- -- 1,572
Investment in private film production
company 100,000 -- -- $ 100,000
Investment in TV and film productions 520,794 -- -- $ 520,794
Properties -- 1,872,500 1,500,000 $ 3,372,500
Marketable Securities 45,000 $ - (note 4)
----------- ----------- ---------- -----------
667,366 1,872,500 1,500,000 3,994,866
Total Assets $ 670,448 $ 1,880,649 $ 1,500,000 $ 4,003,085
=========== =========== ============ ===========
Liabilities
Accounts Payable $ 58,799 $ 76,573 $ -- $ 126,573(note 4)
Loans and advances from related parties 32,101 37,545 $ 37,545(note 4&5)
Notes Payable -- 337,500 250,000 $ 587,500
----------- ----------- ---------- -----------
90,900 451,618 250,000 751,618
Shareholders Equity
Shareholders' Capital 1,456,785 2,550,337 1,250,000 4,690,637 (note 6)
Deficit from operations (877,237) (1,121,306) -- (1,439,170)
----------- ----------- ---------- -----------
579,548 1,429,031 1,250,000 3,251,467
Total Liabilities & Shareholders Equity $ 670,448 $ 1,880,649 $ 1,500,000 $ 4,003,085
=========== =========== =========== ===========
CONDOR GOLD CORP.
(Formerly Ripped Canada Artists Inc.)
PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
(PREPARED BY MANAGEMENT)
Pro-Forma
Condor Gold Corp Northville Gold Corp. Northville Gold Corp. Condor Gold Corp
Year to Date Year to Date Acquisition of Year to Date
September 20, 2002 September 20, 2002 Munroe Property September 20, 2002
----------- ----------- --------- --------------
(unaudited) (unaudited) (unaudited)
Revenue 23,083 $ 100,000 $ -- $ 100,000
Expenses
Exploration -- 525,899 -- $ 525,899
Amortization 6,375 $ --
Management Fees 45,000 65,467 -- $ 65,467
Consulting Fees 10,500 15,300 -- $ 15,300
Professional Fees -- 83,719 -- $ 83,719
Gen & Admin 7,512 22,718 -- $ 22,718
Misc 1,844 23,916 -- $ 23,916
----------- ----------- --------- -----------
Total Expenses 71,231 737,019 $ -- 737,019
----------- ----------- --------- -----------
Income (loss) for the period $ (48,148) $ (637,019) $ -- $ (637,019)
Excess of consideration over fair market
value of assets acquired -- -- -- (310,752)
Write down on settlement of loans & advances 7,112
Deficit, beginning of period (829,089) (484,287) -- (484,287)
Deficit, end of period $ (877,237) $(1,121,306) $ -- $(1,439,170)
=========== =========== ========= ===========
CONDOR GOLD CORP
(FORMERLY RIPPED CANADA ARTISTS INC.)
NOTES TO PRO-FORMA CONSOLIDATED
FINANCIAL STATEMENTS OF
SEPTEMBER 20, 2002
Note 1 Basis of Presentation
The accompanying pro forma consolidated balance sheet gives effect to the
acquisition (the "Acquisition") of Northville Gold Corp ("Northville"), by
Ripped Canada Artists Inc ("RCA"), In contemplation of the RTO Transaction, the
shareholders of RCA at its Annual and Special Meeting held on August 26, 2002
have approved the amendment of the articles of incorporation of the Corporation
to effect the Share Consolidation, and the change of the Corporation's name to
"Condor Gold Corp"
The unaudited pro-forma balance sheet has been prepared by management and is
based on the unaudited balance sheet of Northville and the unaudited balance
sheet of RCA as at September 20, 2002 after giving effect to the following
transaction:
o The acquisition of all the issued and outstanding shares of Northville
by RCA for a consideration of 60,000,000 consolidated common shares
and warrants of RCA
o The purchase of the Munroe property for $1,500,000, payable by the
issuance of 5,000,000 shares of Northville and of two non-interest
bearing secured promissory notes in the aggregate amount of
$250,000.00.
o The disposal of certain assets to settle advances from related
parties.
o A change in the name to Condor Gold Corp
The accounting policies used in the preparation of the pro forma consolidated
balance sheet are those disclosed in the RCA unaudited financial statements for
the nine month period ended August 31, 2002 that have been filed with and can be
viewed at http://www.sec.gov/
Management has determined that no adjustments are necessary to conform
Northville's consolidated financial statements with the accounting policies used
by RCA in the preparation of its financial statements.
The pro forma consolidated financial statements should be read in conjunction
with the 8K report filed August 25, 2002, the audited financial statements of
RCA as at November 30, 2001, the unaudited financial statements of RCA for the
nine month period ended August 31, 2002. both filed at http://www.sec.gov/ and
the audited financial statements for Northville for the period ended November
30, 2001 and the nine month period ended August 31 ,2002.
Note 2 Acquisition
On September 20, 2002, Ripped Canada Artists Inc and Northville Gold Corp
entered into a Securities Exchange Agreement ("Agreement") whereby RCA acquired
all of the issued and outstanding securities of Northville in exchange for
equivalent securities on a one for one basis. Upon consummation, the
shareholders of Northville exchanged each of their common shares for one
CONDOR GOLD CORP
(FORMERLY RIPPED CANADA ARTISTS INC.)
NOTES TO PRO-FORMA CONSOLIDATED
FINANCIAL STATEMENTS OF
SEPTEMBER 20, 2002
post-Consolidation common share of RCA, after giving effect to the Consolidation
as described in the Circular, at an attributed value of $0.25 per Consolidated
Share. Effectively, Northville acquired control of RCA, a US publicly traded
company. Accordingly, this transaction has been accounted for as a reverse
takeover whereby Northville was deemed to have acquired RCA. The ongoing
business will continue as that of Northville. The Acquisition was contingent
upon obtaining approval from the appropriate regulatory authorities. Prior to
the consummation of the Acquisition, the common shares of RCA then issued and
outstanding were consolidated into 3,237,200 Consolidated Shares.
For accounting purposes only, the acquisition is treated as an acquisition by
Northville of RCA because it leaves the former shareholders of Northville with
the majority of the shares of RCA. On this basis of accounting:
o Northville is deemed to be the purchaser. Accordingly its assets and
liabilities as at September 20, 2002 are brought forward at their book
values.
o RCA is deemed to be the acquired company and accordingly its assets
and liabilities are brought forward at their fair market values as at
September 20,2002.
Assets
Cash $ 70
Accounts Receivable 3,012
Organization Costs 1,572
Investment in
private film production company 100,000
TV and film productions 529,794
Marketable Securities $ 45,000
--------
Total assets $670,448
Liabilities
Accounts Payable and accrued liabilities $ 58,799
Loans and advances from related parties $ 32,101
--------
Total Liabilities $ 90,900
Net Assets acquired $579,548
Consideration $890,300
--------
Excess of consideration over fair market
value of assets acquired $310,752
--------
CONDOR GOLD CORP
(FORMERLY RIPPED CANADA ARTISTS INC.)
NOTES TO PRO-FORMA CONSOLIDATED
FINANCIAL STATEMENTS OF
SEPTEMBER 20, 2002
Note 3 Purchase of Munro Township Property by Northville
As a condition to and contemporaneously with the completion of the RTO
Transaction, Northville purchased 280 acres of patented mining claims located in
the Munro Township of Ontario from Currah and Sons Ltd. The purchase price for
the Munro Property was $1,500,000 payable by the issuance of 5,000,000 shares of
Northville at a deemed price of $0.25 per share to CSL by Northville immediately
prior to the RTO Transaction, and the issuance by Northville of two non-interest
bearing secured promissory notes in the aggregate amount of $250,000.00.
Note 4 Write off of Assets
(a) To settle the advances from related parties, certain assets and
associated liabilities were excluded from the transaction and written
off at a net cost to the company
Accounts Receivable 3,012
Marketable Securities 4,5000
Accounts Payable and accrued liabilities (8,799)
Loans and advances from related parties (32,101)
---------------
Total write off and adjustments $ 7,112
--------------
Note 5 Loans and Advances from Related Parties
o Loans and advances in the amount of $ 37,545 are unsecured and
non-interest bearing with no specific due date.
Note 6 Share Capital
o Authorized
Unlimited number of common shares
o Issued and outstanding
Number Value
----------- -----------
Book value of shares of Northville 55,000,000 $ 2,550,337
Purchase of Munroe property 5,000,000 $ 1,250,000
Fair market value of net assets of RCA 3,237,200 $ 890,300
----------- -----------
63,237,200 $ 4,690,637
----------- -----------
Note 7 Other Events
Proposed Gold Loan Transaction
Northville has issued an option to acquire 12,000,000 common shares and
8,000,000 common share purchase warrants (the "Gold Option") to be held in trust
in relation to a proposed financing transaction whereby certain lenders will
provide Northville with a gold loan of up to $4,000,000, which will be secured
by a first charge on certain personal property of Northville, conditional on
among other things the transfer of the Gold Option to the lender(s).
Proposed Private Placement
Within 30 days of the completion of the RTO Transaction, 1535698 Ontario Inc.
("Newco"), a company incorporated by Nicholas Weir and at arm's length to
Northville and the Corporation, may arrange for a private placement (the
"Private Placement") of up to U.S. $1,750,000 in units of Newco, each unit
composed of one common share and one common share purchase warrant at a price of
U.S. $0.35 per unit. The warrant and any resulting common share will be
exercisable at U.S. $0.65 per share. There will be a forced exercise of the
warrant at the insistence of the Corporation at any market price at or in excess
of U.S. $1 per share. Upon completion of the Private Placement, the Corporation
has agreed that the common shares and warrants of Newco will ultimately be
exchanged one for one for common shares and warrants of the Corporation.
New Stock Symbol
Effective October 4, 2002 Condor received its new stock symbol, CDRGF which is
reported on the U.S. Pink Sheets
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURUSANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Alexander Stewart, Chief Executive Officer of Condor Gold Corp. (the
"Company") certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to
section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1) The Amended Current Report of the Company on Form 8-K/A presenting the
pro-forma consolidated financial statements of the Company as of
September 20, 2002 after giving effect to the acquisition of
Northville Gold Corp. ("Northville"), the audited financial statements
of Northville for the financial years ended November 30, 2000 and
November 30, 2001 and the interim financial statements of Northville
for the nine months ended August 31, 2002, as filed with the
Securities and Exchange Commission on the date hereof (the "Report")
fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Condor Gold Corp.
/s/ Alexander Stewart
Chief Executive Officer
December 4, 2002
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURUSANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Stephen Stewart, Treasurer of Condor Gold Corp. (the "Company") certify,
pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1) The Amended Current Report of the Company on Form 8-K/A presenting the
pro-forma consolidated financial statements of the Company as of
September 20, 2002 after giving effect to the acquisition of
Northville Gold Corp. ("Northville"), the audited financial statements
of Northville for the financial years ended November 30, 2000 and
November 30, 2001 and the interim financial statements of Northville
for the nine months ended August 31, 2002, as filed with the
Securities and Exchange Commission on the date hereof (the "Report")
fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Condor Gold Corp.
/s/ Stephen Stewart
Treasurer
December 4, 2002