FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
For the month of November, 2002
SEC File #0-24570
- --------------------------------------------------------------------------------
CENTRAL MINERA CORP.
Ste. 1040 - 885 West Georgia St.
Vancouver, BC
V6C 3E8
CANADA
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F
Form 20-F X Form 40-F
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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 No X
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b) : 82-
THIS FORM 6-K CONSISTS OF:
BRITISH COLUMBIA SECURITIES COMMISSION FORM 51-901F
QUARTER ENDED SEPTEMBER 30, 2002 FINANCIAL STATEMENT
NOTES TO FINANCIAL STATEMENT
MANAGEMENT DISCUSSION AND ANALYSIS
SIGNATURE
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.
CENTRAL MINERA CORPORATION
By: /s/ Michael Cytrynbaum
Name: Michael Cytrynbaum
Title: President
Date: November 22, 2002
BRITISH COLUMBIA QUARTERLY AND YEAR END REPORT
SECURITIES COMMISSION BC FORM 51-901F
(previously Form 61)
CENTRAL MINERA CORP.
PERIOD ENDING JUNE 30, 2002
ISSUER DETAILS FOR QUARTER ENDED DATE OF REPORT
NAME OF ISSUER (YY/MM/DD)
- --------------------------------------------------------------------------------
Central Minera Corp. September 30, 2002 2002/11/22
ISSUER ADDRESS
1040 - 885 West Georgia Street
CITY/PROVINCE/POSTAL CODE ISSUER FAX NO. ISSUER TELEPHONE NO.
- --------------------------------------------------------------------------------------
Vancouver, British Columbia, V6C 3E8 (604) 669-0131 (604) 687-6191
CONTACT NAME CONTACT'S POSITION CONTACT PHONE NO.
- --------------------------------------------------------------------------------
Barbara West (604) 687-6191
CONTACT E-MAIL ADDRESS WEB SITE ADDRESS
barbwest@look.ca N/A
CERTIFICATE
The two schedules required to complete this Report are attached and the
disclosure contained therein has been approved by the Board of Directors. A copy
of this Report will be provided to any shareholder who requests it.
DIRECTOR'S SIGNATURE PRINT FULL NAME DATE SIGNED
(YY/MM/DD)
- --------------------------------------------------------------------------------
"Michael Cytrynbaum" Michael Cytrynbaum 2002/11/25
DIRECTOR'S SIGNATURE PRINT FULL NAME DATE SIGNED
(YY/MM/DD)
- -------------------- --------------- -----------
"Murray Kosick" Murray Kosick 2002/11/25
CENTRAL MINERA CORP.
(a Development Stage Company)
INDEX
PART I Financial Information Page No.
--------------------- --------
Item 1. Financial Statements
Balance Sheets September 30, 2002 and June 30, 2002 2
Statements of Operations and Deficit -Cumulative from
Inception of Development Stage and for the Quarters ended
September 30, 2002 and 2001 3
Statements of Cash Flow - Cumulative from
Inception of Development Stage and for the Quarters ended
September 30, 2002 and 2001 4
Notes to Financial Statements 5-8
Item 2. Management Discussion and Analysis of Financial
Condition and Results of Operations 9-10
1
CENTRAL MINERA CORP.
(a Development Stage Company)
Balance Sheets
(in United States dollars)
September 30, 2002 June 30, 2002
------------------ -------------
ASSETS
Current assets:
Cash and cash equivalents $ 134,696 $ 6,021
Funds held in trust 0 175,000
Accounts receivable and prepaid expenses 14,800 8,929
Marketable securities 9,617 6,418
----- -----
159,113 196,368
======= =======
Capital assets 2,388 0
Investment in private company 1 1
Mineral properties 1 1
-------------- --------------
$ 161,503 $ 196,370
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 21,913 $ 75,290
Loan payable (note 5) 18,901 19,749
-------------- --------------
$ 40,814 $ 95,039
-------------- --------------
Shareholders' equity:
Convertible debentures (note 7) $ 300,000 $ 250,000
Share capital (note 4) 41,441,857 41,441,857
Authorized - unlimited
Issued and outstanding (September 30, 2002 and June 30,
2002) - 21,760,068 shares
Deficit (41,621,168) (41,590,526)
-------------- --------------
120,689 101,331
-------------- --------------
$ 161,503 $ 196,370
============== ==============
See accompanying notes to financial statements.
On behalf of the Board:
"Michael Cytrynbaum" Director
- ---------------------------
"Murray Kosick" Director
- ---------------------------
2
CENTRAL MINERA CORP.
(a Development Stage Company)
Statements of Operations and Deficit
(in United States dollars)
Three months ended September 30, 2002 and 2001
------------------------------------------------------------------------
Cumulative 2002 2001
------------------ --------------- -----------------
Administration expenses:
Accounting and audit $ 686,493 $ 1,279 $ 8,063
Consulting fees 1,719,407 25,589 14,795
Amortization 282,032 93 304
Legal 1,718,190 4,298 -
Office 924,497 3,034 2,172
Rent 726,429 157 15,534
Salaries and benefits 279,398 - -
Transfer agent and filing fees 145,823 406 206
Travel and promotion 1,199,479 4,950 156
----------------- --------------- ---------------
$ 7,681,748 $ 39,806 $ 41,230
================= =============== ===============
Other items:
Interest and other income $ (1,510,676) $ (88) $ (13,092)
Loss (gain) on foreign exchange 52,817 (2,679) 617
Investment write-down 1,000,799 - -
Loss (gain) on marketable (16,040) - -
securities
Mineral property write-down 24,724,034 - -
Option payment (note 9) (6,397) (6,397)
Loss on sale of fixed assets 11,307 - -
Termination costs paid to court 264,000 - -
Allowance (recoveries) law suit 564,462 - -
Loss on sale of subsidiary 8,855,112 - -
----------------- --------------- ---------------
33,939,420 (9,164) (12,475)
Net loss for the period (41,621,168) (30,642) (28,755)
Deficit, beginning of period - (41,590,526) (41,387,904)
----------------- --------------- ---------------
Deficit, end of period $ (41,621,168) $ (41,621,168) $ (41,416,659)
================= =============== ===============
Net loss per common share $ (0.001) $ (0.001)
================= =============== ===============
Weighted average number of common 21,760,068 21,760,068
shares
================= =============== ===============
See accompanying notes to financial statements.
3
CENTRAL MINERA CORP.
(a Development Stage Company)
Statements of Cash Flows
(in United States dollars)
Three months ended September 30, 2002 and 2001
----------------------------------------------------------------
Cumulative 2002 2001
-------------- -------------- -------------
Cash and cash equivalents provided by (used in):
Operating activities:
Net loss for the period $ (41,621,168) $ (30,642) $ (28,755)
Items not involving cash:
Amortization 282,032 93 304
Loss on sale of subsidiary 8,855,112 - -
Loss on sale of fixed assets 11,307 - -
Write-down of investments 1,000,799 - -
Write-down of mineral properties 24,724,036 - -
Stipulation of settlement agreement 375,000 - -
-------------- ------------- ------------
(6,372,882) (30,549) (28,451)
============== ============= ============
Net change in non-cash working capital items:
Accounts receivable and prepaid
expenses ( 14,800) (5,871) 7,447
Marketable securities (9,617) (3,199)
Accounts payable and accrued
liabilities 21,912 (53,378) (2,989)
-------------- ------------- ------------
(6,375,387) (92,996) (23,993)
============== ============= ============
Financing activities:
Loans and debentures payable 318,901 49,152
Funds held in trust 0 175,000
Shares issued for cash 25,316,857 - -
-------------- ------------- ------------
25,635,758 224,152
============== ============= ============
Investing activities:
Mineral property expenditures (17,310,637) -
Investments (1,000,799) - -
Purchase of fixed assets (814,239) (2,481) -
-------------- ------------- ------------
(19,125,675) -
============== ============= ============
Increase (decrease) in cash and cash
equivalents (134,696) (128,675) (23,993)
Cash and cash equivalents, beginning of period - 6,021 30,805
-------------- ------------- ------------
Cash and cash equivalents, end of period $ 134,696 $ 134,696 $ 6,812
============== ============= ============
See accompanying notes to financial statements.
4
CENTRAL MINERA CORP.
(a Development Stage Company)
Notes to Financial Statements
(in United States dollars)
September 30, 2002
1. GOING CONCERN CONSIDERATIONS:
These financial statements have been prepared on the assumption that the
Company will continue as a going concern, meaning it will continue in
operation for the foreseeable future and will be able to realize assets and
discharge liabilities in the normal course of operations. Different basis
of measurement may be appropriate when a company is not expected to
continue operations for the foreseeable future. As at November 21, 2002,
the Company had not reached a level of operations, which would finance
day-to-day activities. The Company's continuation as a going concern is
dependent upon its ability to attain profitable operations and generate
funds therefrom and/or raise equity capital or borrowings from third
parties and related parties sufficient to meet current and future
obligations.
2. CONTINUING OPERATIONS AND LAWSUITS:
The Company is engaged in the acquisition, exploration and development of
mineral properties. On February 1, 1999, the Company registered as a Yukon
company, and changed its name from Delgratia Mining Corporation to Central
Minera Corp. At the Company's annual general meeting in December, 2000, the
shareholders approved a change of domicile and the consolidation of shares
to a maximum ratio of 1:20. The directors have not implemented these
changes.
The company has commenced an action to recover $264,000 claimed by certain
former officers as remuneration for services rendered and termination
payments. Funds have either been paid into court or are held in lawyers'
trust accounts. Any recoveries will be recorded as a reduction of costs in
the period received.
3. BASIS OF PRESENTATION
These financial statements have been prepared under Canadian generally
accepted accounting principles applicable to interim financial statements
and therefore do not include all the disclosures required for annual
financial statements. Accordingly, these interim financial statements
should be read in conjunction with the audited annual financial statements
for the year ended June 30, 2002 and included with the Company's annual
report. In the opinion of management, these financial statements contain
all adjustments necessary to present fairly the financial position, results
of operations and cash flow for the three month periods ended September 30,
2002 and 2001. Interim results are not indicative of the results of
operations for the full year.
5
CENTRAL MINERA CORP.
(a Development Stage Company)
Notes to Financial Statements
(in United States dollars)
September 30, 2002
4. SHARE CAPITAL:
(a) Authorized share capital:
Unlimited number of common shares without par value.
(b) Issued share capital:
Price per Share Shares Consideration
--------------- ---------- -------------
Balance, September 30, 2002 21,760,068 $ 41,441,857
---------- ------------
(c) Escrow shares:
As at September 30, 2002, 2,562,500 (2001 and 2000 - 2,562,500) common
shares of the Company are subject to escrow agreements.
(d) Share purchase options:
Details of director, employee and consultants' share purchase options
are as follows:
Balance Balance
June 30, September 30, Exercise
2002 Expired Exercised 2002 Price Expiry Date
------------ --------------- ------------ ----------------- --------------- -----------------------
1,065,000 1,065,000 - 0 $0.20 September 14, 2002
1,100,000 - - 1,100,000 $0.20 December 3, 2003
------------ --------------- ------------ ----------------- --------------- -----------------------
(f) Share purchase warrants:
Details of share purchase warrants are as follows:
Balance Balance
June 30, Issued/ September 30, Exercise
2002 (Cancelled) Exercised 2002 Price Expiry Date
------------ --------------- ------------ ----------------- --------------- -----------------------
3,000,000 - - 3,000,000 $0.15 November 30, 2003
3,003,340 - - 3,003,340 $0.30 November 30, 2003
------------ --------------- ------------ ----------------- --------------- -----------------------
5. RELATED PARTIES:
The loan payable is from a shareholder and is unsecured, non-interest
bearing, and payable on demand.
Related party transactions not separately disclosed elsewhere in these
financial statements were as follows:
2002 2001
-------- --------
Consulting or other fees paid to directors/officers or to companies
controlled by directors/officers $ 25,589 $ 14,795
6
CENTRAL MINERA CORP.
a Development Stage Company)
Notes to Financial Statements
(in United States dollars)
September 30, 2002
6. RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED
STATES ("USGAAP"):
These financial statements have been prepared in accordance with accounting
principles generally accepted in Canada. A description of accounting
principles that differ in certain respects from United States generally
accepted accounting principles follows:
a) Income taxes:
For the purposes of U.S. GAAP, the Company adopted Financial Accounting
Standards Board Statement No. 109 "Accounting for Income Taxes".
Statement 109 changed the method companies use to account for income
taxes from the deferral method to an asset and liability method. As
indicated, the Company has unrecognized losses being carried forward
for income tax purposes. As there is no certainty as to utilization of
the losses, the benefit attributable thereto would be fully offset by a
valuation allowance. Accordingly, the application of Statement 109 does
not result in a material difference for U.S. GAAP accounting purposes.
b) Stock-based compensation:
For purposes of U.S. GAAP, the Company has chosen to apply the
intrinsic value based method of accounting prescribed by Accounting
Principles Board Opinion No. 25 ("APB No. 25") "Accounting for Stock
Issued to Employees" for measuring the value of stock-based
compensation. The intrinsic value-based method requires that
compensation expense be recorded at the time of granting for the excess
of the quoted market price over the exercise price granted to employees
and directors under stock option plans. If a stock option is not
exercised, the compensation expense recorded in the previous period is
reversed by decreasing the compensation expense in the period of
forfeiture.
For U.S. GAAP purposes, escrowed shares would be considered to be a
compensatory arrangement between the Company and the holder of the
shares. Accordingly, the difference between the fair value of shares at
the time the shares are eligible for release from escrow and the issue
price of the shares is recognized as a charge to income in the period
they are eligible for release from escrow.
c) New accounting standards
i. The Company has adopted the Statement of Financial Accounting
Standards No. 130 ("SFAS 130") "Reporting Comprehensive Income"
with no impact on U.S. GAAP differences.
ii. The Company does not have any derivative or hedging instruments
and, therefore, Statement of Financial Accounting Standards
No. 133 ("SFAS 133") "Accounting for Derivative Instruments and
Hedging Activity" has no impact on U.S. GAAP differences
7
CENTRAL MINERA CORP.
(a Development Stage Company)
Notes to Financial Statements
(in United States dollars)
September 30, 2002
6. RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED
STATES ("USGAAP") (CONTINUED):
The effect of the differences between Canadian GAAP and U.S. GAAP on the
balance sheets and statements of operations and deficit is summarized
below:
SEPTEMBER 30
2002 2001 2000
---- ---- ----
Share capital, under Canadian GAAP $ 41,441,857 $ 41,441,857 $ 40,165,855
Adjustment for APB No. 25 21,563 21,563 21,563
------------ ------------- -------------
Share capital under U.S. GAAP $ 41,463,420 $ 41,463,420 $ 40,187,418
------------ ------------- -------------
Deficit, under Canadian GAAP $ 41,624,366 $ 41,416,659 $ 40,601,871
Adjustment for APB No. 25 21,563 21,563 21,563
------------ ------------- -------------
Deficit under U.S. GAAP $ 41,602,803 $ 41,395,096 $ 40,580,308
------------ ------------- -------------
There is no effect on the statements of cash flow for the difference
between Canadian GAAP and U.S. GAAP.
7. CONVERTIBLE DEBENTURES
The Company has completed a convertible debenture issue of U.S.$300,000, of
which U.S.$175,000 was held in trust by the Company's lawyers at June 30,
2002. During the quarter to September 30, 2002 all funds were received by
the Company. The debentures are unsecured, bear interest at 2% per annum,
and have a maturity date of July 31,2004. The debentures will be deemed to
have been converted into units of the Company on July 31, 2003 in the ratio
of one unit for each U.S. $0.10 (3,000,000 units). Each unit will consist
of, if the authorized capital of the Company includes variable multiple
voting common shares, one variable multiple voting common share and one
non-transferable share purchase warrant to acquire one subordinate voting
common share at U.S.$0.30 per share, otherwise, one common share and one
non-transferable share purchase warrant to acquire two common shares at
U.S.$0.30 per share before July 31, 2004. Related parties have subscribed
for U.S.$125,000 of the debentures.
8. OPTION TO PURCHASE AND ROYALTY AGREEMENT
In November, 2001 the Company granted an Option for the exclusive right to
acquire the Company's 100% interest in the California Mine Crown Grants. In
September, 2002 an Amendment to the payment terms of the Option to Purchase
and Royalty Agreement was signed by both parties. The Company received the
first payment under the Amended Agreement in the amount of U.S$3,199 plus
100,00 shares of Island Arc Exploration Inc. This property has previously
been written down to a nominal value in the Company's books.
8
CENTRAL MINERA CORP.
(a Development Stage Company)
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
GENERAL
The Company is involved in the development of precious metal recovery processes,
and the exploration for and, if warranted, the development of precious metal
properties.
RESULTS OF OPERATIONS
THREE MONTH PERIOD ENDED SEPTEMBER 30, 2002 ("Q1-02") COMPARED TO THE THREE
MONTH PERIOD ENDED SEPTEMBER 30, 2001 ("Q1-01")
During the Q1-02 the company incurred a loss of $30,000, as compared to
a loss of $29,000 for the Q1-01. An explanation of significant
variances is as follows:
Account Variance Explanation
------------------------------- ---------------- --------------------------------
Consulting (11,000) New management agreement
------------------------------- ---------------- --------------------------------
Legal fees ( 4,000) Debenture issue
------------------------------- ---------------- --------------------------------
Rental expense 15,000 Lease terminated
------------------------------- ---------------- --------------------------------
Interest & other income (13,000) No rental income from subletting.
------------------------------- ---------------- --------------------------------
Option payment 6,000 California Mine
------------------------------- ---------------- --------------------------------
Other expenses/income 6,000
------------------------------- ---------------- --------------------------------
(Increase) decrease in loss (1,000)
for the year
-------------------------------- ----------------- --------------------------------
LIQUIDITY AND CAPITAL RESOURCES
(A) WORKING CAPITAL
On September 30, 2002 the Company had a working capital of $119,000 as
compared to working capital of $100,000 at June 30, 2002. As none of
the Company's mineral properties have advanced to the commercial
production stage and it has no history of earnings or cash flow from
operations, the Company relies on the sale of its equity shares for its
source of funds. During Q1-02 the Company received the proceeds of a
$300,000 issue of convertible debentures. Cumulatively from the
Company's inception, it has raised $25,317,000 through the sale of its
shares.
The company's major use of funds has been operations and mineral
property expenditures. During Q1-02 the Company spent $93,000 on
operations ($24,000 in Q1-01). In order to reduce operational and
mineral property expenditures, the Company has reduced staff, and sold
its major properties. The Company anticipates that it will continue to
have losses from operations until it can advance its properties to the
commercial production stage. In Q1-02, the Company spent nothing on
mineral properties.
(B) MARKET RISK SENSITIVE INSTRUMENTS
Market risk sensitive instruments held by the company consist of :
No. of shares Book Value ($U.S.) Market Value ($U.S.)
- ------------------------------ ----------------------- --------------------------- ----------------------------
Pinewood Resources 75,000 6,418 8,033
Island Arc Exploration 100,000 3,199 3,199
------- ----- -----
Total 9,617 11,232
------- ----- -----
9
(C) FORWARD LOOKING STATEMENTS
This Report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"). Any statements
that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions of
future events or performance ( often, but not always, using words or
phrases such as "expects" or "does not expect", "is expected",
"anticipates", or "does not anticipate", "plans", "estimates" or
"intends", or stating that certain actions, events or results "may",
"could", "would", "might", or "will" be taken, occur or be achieved)
are not statements of historical facts and may be "forward-looking
statements". Forward-looking statements are based on expectations,
estimates and projections at the time the statements are made and
include, but are not limited to, the statements under Management's
Discussion and Analysis of Financial Condition and Results of
Operations and located elsewhere herein regarding industry prospects
and the Company's financial position. Although the Company believes
that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove
to have been correct. Important factors that could cause actual results
to differ materially from the Company's expectations are more fully
disclosed in the Company's Form 20-F. Important risks include the
company's lack of cash flow and resultant need for additional funding,
the risks associated with resource exploration and development, the
fact that there are no proven reserves, risks associated with the
property title, currency fluctuation, metal prices, environment and
political situations. All subsequent written and oral forward-looking
statements attributed to the Company or persons acting on its behalf
are expressly qualified in their entirety by the Cautionary Statements.
10