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| GVRS.OB > SEC Filings for GVRS.OB > Form 10QSB on 14-Jan-2008 | All Recent SEC Filings |
14-Jan-2008
Quarterly Report
GENERAL
Geneva Resources, Inc. was incorporated under the laws of the State of Nevada on April 5, 2004 under the name "Revelstoke Industries, Inc." for the purpose of reclaiming and stabilizing land in preparation for construction in Canada. Effective November 27, 2006, we changed our name to "Geneva Gold Corp.". Subsequently, effective February 28, 2007, we changed our name to "Geneva Resources, Inc.".
CURRENT BUSINESS OPERATIONS
We are currently engaged in the business of exploration of precious metals with a focus on the exploration and development of gold deposits in North American and internationally. As of the date of this Quarterly Report, our mineral interests consist mainly of options agreements on exploration stage properties as discussed below. We have not established any proven or probable reserves on our mineral property interests.
MINERAL PROPERTIES
On approximately October 20, 2006, we entered into a mineral property option agreement (the "George Lake Option Agreement") with War Eagle Mining Company ("War Eagle"). In accordance with the terms and provisions of the George Lake Option Agreement: (i) War Eagle granted to us the sole and exclusive option (the "Option") to acquire a 70% undivided interest in and to seven mineral claims comprising a total of 979 hectares located in the Province of Saskatchewan, Canada.
After review of the property the Company decided on November 5, 2007 with the agreement from War Eagle Mining Company to terminate its Mineral Property Option Agreement.
On approximately November 16, 2006, we entered into a property option agreement (the "Petaquilla Option Agreement") with Petaquilla Minerals Ltd. ("Petaquilla"). In accordance with the terms and provisions of the Petaquilla Option Agreement, Petaquilla granted to us the sole and exclusive option (the "Option") to acquire up to a 70% undivided interest in and to five exploration concessions situated in the Republic of Panama (the "San Juan Property"), which are owned and controlled by Petaquilla's wholly-owned Panamanian subsidiary, as described below.
On January 30, 2007, we received notice pursuant to a news release from Petaquilla that the board of directors of Petaquilla has resolved to rescind the Petaquilla Option Agreement. We were current in our obligations under the Petaquilla Option Agreement and disputed the alleged rescission and advised Petaquilla that the Option was in good standing. Consequently, on February 13, 2007, in accordance with the provisions of the Petaquilla Option Agreement and as a result of Petaquilla's purported rescission of the Petaquilla Option Agreement, we filed a notice with the British Columbia International Commercial Arbitration Center seeking arbitration. On March 5, 2007, we filed our Statement of Claims with the arbitrators seeking specific performance of the Petaquilla Option Agreement and damages. On April 10, 2007, Petaquilla filed a Statement of Defense. As of the date of this Quarterly Report, we are awaiting formal arbitration proceedings. "Part II. Item 1. Legal Proceedings."
FIRST OPTION. In order to exercise the initial portion of the Option to acquire an initial 60% undivided interest in and to the San Juan Property (the "First Option"), we are required to: (i) pay to Petaquilla the aggregate sum of $600,000 (of which $100,000 was paid on approximately November 17, 2006); (ii) issue to Petaquilla 4,000,000 shares of our restricted common stock (which 4,000,000 shares were issued as of December 1, 2006); and (iii) incur or cause to be incurred directly or indirectly and pay for an aggregate of $6,000,000 in cumulative exploration expenditures as follows: (a) the sum of $100,000, which has been paid to Petaquilla; (b) issue 4,000,000 shares of restricted common
stock, which have been issued to Petaquilla; (c) payment of an additional $200,000 and incurrence and payment of exploration expenditures of not less than $1,000,000 on or before May 31, 2007; (d) payment of an additional $300,000 and incurrence and payment of exploration expenditures of not less than $3,000,000 on or before May 31, 2008; and (e) incurrence and payment of cumulative exploration expenditures of not less than $6,000,000 on or before May 31, 2009.
As of December 1, 2006, we satisfied our current obligations with respect to the exercise of the First Option under the Petaquilla Option Agreement to acquire an initial 60% undivided interest in and to the San Juan Property. SECOND OPTION. Subject to the prior exercise of the First Option and in accordance with the terms and conditions of the Petaquilla Option Agreement, Petaquilla granted to us the exclusive right and further portion of the Option (the "Second Option") to increase our undivided interest in and to the San Juan Property from 60% to 70% by incurring and paying for $3,000,000 in exploration expenditures during the period between the delivery of the Notice of Election and May 31, 2010. Within sixty (60) days following the exercise of the First Option, we are required to give Petaquilla notice (the Notice of Election) that either: (i) we elect to accept the grant of the Second Option; or (ii) we elect not to accept the Second Option. If we make the election, then all further work on the San Juan Property and the subsequent relationship between us and Petaquilla shall be governed by a joint venture agreement between the parties. If we elect to accept the grant of the Second Option but fail to exercise the Second Option, we and Petaquilla shall have initial interests of 60% and 40%, respectively. We shall be deemed to have exercised the Second Option and thus acquired a 70% undivided interest in the San Juan Property by having incurred and paid for $3,000,000 in exploration expenditures during the period between the delivery of the Notice of Election and May 31, 2010. If we fail to incur the $3,000,000 in exploration expenditures by the end of the last day, we may at any time within fifteen days of such day make a cash payment to Petaquilla in an amount equal to the deficiency in the $3,000,000 exploration expenditures to be incurred.
On January 22, 2007, we entered into a letter of intent with St. Elias Mines Ltd. ("St Elias"), pursuant to which St. Elias proposed to grant to us an option to acquire not less than an undivided 66% legal, beneficial and registerable interest in certain mining leases in Peru including St. Elias' option to earn a 95% interest in the Vilcoro Gold Property project comprised of approximately 600 hectares in Peru (collectively, the Vilcoro Properties").
On February 23, 2007, we entered into a formal property option agreement ("the "Vilcoro Option Agreement") with St. Elias pursuant to which St. Elias granted to us an option to acquire not less than the undivided 66% legal, beneficial and registerable interest in the Vilcoro Properties (the `Vilcoro Option").
Under the terms of the Vilcoro Option Agreement and in order to exercise the Vilcoro Option, we are required to make the following non-refundable cash payments to St. Elias aggregating $350,000 as follows: (i) $50,000 within five business days from the execution of the Vilcoro Option Agreement, which as of the date of this Annual Report, has been paid; (ii) $100,000 due on or before the 12-month anniversary of execution of the Vilcoro Option Agreement (which date is approximately February 23, 2008 and as of the date of this Quarterly
Report has not been paid); and (iii) $200,000 due on or before the 24-month anniversary of execution of the Vilcoro Option Agreement.
In accordance with the terms and provisions of the Vilcoro Option Agreement, we are further required to: (i) issue to St. Elias 50,000 shares of our restricted common stock on or before the 12-month anniversary of execution of the Vilcoro Option Agreement (which as of the date of this Quarterly Report have not been issued); and (ii) incur costs totaling $2,5000,000 as follows: (a) first expenditure of $500,000 are to be incurred on or before the 12-month anniversary of execution of the Vilcoro Option Agreement (which date has been extended to March 31, 2008 and of which $250,000 has been incurred as of the date of this Quarterly Report; (b) second expenditure of $750,000 are to be incurred on or before the 24-month anniversary of execution of the Vilcoro Option Agreement; and (iii) third expenditure of $1,250,000 are to be incurred on or before the 36-month anniversary of execution of the Vilcoro Option Agreement.
Under further terms of the Vilcoro Option Agreement: (i) St. Elias will be the operator of the Vilcoro Properties and will receive an 8% operator fee on all exploration expenditures; (ii) once we exercise the Vilcoro Option, we agree to pay 100% of all on-going exploration, development and production costs until commercial production (the "Production Costs"); and (iii) we have the right to receive 100% of any cash flow from commercial production of the Vilcoro Properties until we have recouped the Production Costs after which the cash flow will be allocated 66% to us and 34% to St. Elias.
PHASE I EXPLORATION PROGRAM. As of the date of this Quarterly Report, we are engaged in our Phase I exploration program. A total of 256 channel samples and 28 check samples have been collected from outcrops, trenches and underground workings, which sample preparation and analytical work was undertaken at ALS Chemex SA Laboratory (an ISO-certified facility) in Lima Peru, using standard industry practice fire assay with an atomic absorption finish. Most of the channel samples were three to five meters long. This work has defined two mineralized trends referred to as the Main Trend and the South Trend. Six individual mineralized zones (Zones 1 through 6) have been identified within the Main Trend and three individual mineralized zones (Zones A through C) have been identified within the South Trend. The South Trend lies approximately 200 meters to the south of the Main Trend and comprises an east-west alignment (parallel to the Main Trend) of mineralized hydrobreccia occurrences in three zones. Management is pleased with the evidence of disseminated mineralization on the Vilcoro Properties with average ore grades of 0.8 g/t, and is continuing fieldwork at Vilcoro Properties with emphasis on additional trenching between the individual zones on the Main Trend.
Effective April 30, 2007, we entered into a property financing and operating agreement (the "Operating Agreement") with Allied Minerals, a company incorporated under the laws of the Federal Republic of Nigeria ("Allied Minerals"). Pursuant to the Operating Agreement, Allied Minerals granted us the exclusive right and option (the "Option"), to acquire an initial and undivided
65% beneficial and economic interest in and to certain mineral licenses, claims, concessions or reservations situated in Nigeria (collectively, the "Nigeria Property").
Under the terms of the Operating Agreement, we were granted a forty-five (45) day due diligence period (the "Due Diligence Period") starting on the effective date of the Operating Agreement, which has been subsequently extended on June 12, 2007, August 7, 2007,September 18, 2007 and October 24, 2007 respectively. During the Due Diligence Period, we have access to Allied Mineral's books, records and properties to make such investigation as we consider advisable to enable us to determine whether to proceed with the Option. On or before the last day of the Due Diligence Period (which was January 10, 2008 and which date has been extended to January 31, 2008), we could elect in writing to proceed with the Option (the "Notice to Proceed"). If we do not provide Allied Minerals with the Notice to Proceed, the Operating Agreement will be treated as terminated and of no further force and effect. If we subsequently provide Allied Minerals with the Notice to Proceed, under the terms of the Agreement, we will be deemed to have exercised the Option (the "Exercise"), and shall be entitled to an undivided initial 65% beneficial and economic interest in and to the Nigeria Property, provided that we: (i) grant to Allied Minerals, within five business days of the date of the Notice to Proceed (subject to the prior receipt of all required regulatory requirements and/or approvals, if any, as set forth in the Operating Agreement), 300,000 stock options (the "Options") to acquire an equivalent number of our shares of common stock, with the Options being exercisable for a period of three years from the grant date at an exercise price equal to the five-day average trading price of our shares of common stock on the NASD over-the-counter bulletin board preceding the date of delivery of the Notice to Proceed; and (ii) fund certain expenditures on the Nigeria Property totaling not less than $3,000,000 commencing after the Notice to Proceed is given.
Under further terms of the Operating Agreement, after Exercise: (i) we will be the operator of the Nigeria Property; (ii) together with Allied Minerals we will establish a management committee to determine overall policies, objectives, procedures, methods and actions under the Operating Agreement with a view to bringing the Nigeria Property into commercial production as a mine; and (iii) we will each have the right to appoint one representative to the board of directors of the other party. With effect from Exercise until the commencement of commercial production of the Nigeria Property, if any, we will be required to contribute 100% of all costs with respect to the Nigeria Property. Following commencement of commercial production, if any, the net profit interests will be 35% for Allied and 65% for us until such time as we have recouped 175% of our pre-production and production costs, after which we shall be entitled to receive 52% of all cash flow from the Nigeria Property and Allied Minerals shall be entitled to receive 48% of all cash flow from the Nigeria Property. In addition, if and when we have recouped 175% of our costs as set forth above and commercial production reaches 250 tons of mineral product per day, we will issue to Allied Minerals 250,000 shares of our common stock.
EXTENSION OF OPTION AND DUE DILIGENCE PERIOD. We extended the Option term in the Operating Agreement and our Due Diligence Period from its original forty-five day to a new term of two hundred and thirty (230) days. Our management requested the extensions in order to complete our sampling and grade testing program on the Allied Mineral Properties located in the Wase area of Plateau State, Nigeria. As of the date of this Quarterly Report, we have completed the sampling
and grade testing process of the most easterly side of the Nigeria Property. In the Jawando area on the east die of the Nigeria Property, copper ore was recovered from trenches cut in a wide spread, multi-vein sequence. Assays on samples taken indicated Cu at 31.27% and Pb at 8.97%. To the south of the copper vein sequence in the Gimbi area of the Nigeria Property, zinc ore was recovered from a trench cut in another view sequence. Assays indicated Za at 60.29%. Our geological team attempted to acquire copper ore samples from the western side of the Nigeria Property in the Mavo area. Although a great deal of overburden was pushed aside, the area believed to contain a copper-bearing ore body was not exposed because of the very hard cap rock encountered.
We intend to utilize the extended Option term and Due Diligence Period to attempt a blast and trench sampling program on the west side of the Nigeria Property. In the event this fails to get beyond the cap rock into the potential copper-bearing vein beneath, a core rig will be mobilized to accomplish the task. It is anticipated that during this time frame, our geological team will also carry out additional trenching delineation work on the major zinc vein encountered in the Gimbi area.
RESULTS OF OPERATION
SIX-MONTH PERIOD ENDED NOVEMBER 30, 2007 COMPARED TO SIX-MONTH PERIOD ENDED
NOVEMBER 30, 2006.
The summarized consolidated financial data set forth in the tables below and
discussed in this section should be read in conjunction with our consolidated
financial statements and related notes for the three-month period ended November
30, 2007 and 2006, which financial statements are included elsewhere in this
Quarterly Report.
________________________________________________________________________________________________________
SIX-MONTH PERIOD ENDED SIX-MONTH PERIOD ENDED
NOVEMBER 30, 2007 NOVEMBER 30, 2006
(UNAUDITED) (UNAUDITED)
________________________________________________________________________________________________________
REVENUE -0- -0-
________________________________________________________________________________________________________
DIRECT COSTS -0- -0-
________________________________________________________________________________________________________
GROSS MARGIN -0- -0-
________________________________________________________________________________________________________
GENERAL AND ADMINISTRATIVE EXPENSES
________________________________________________________________________________________________________
Office and general 60,778 15,366
________________________________________________________________________________________________________
Consulting fees 30,000 25,701
________________________________________________________________________________________________________
Marketing expenses 7,020 -0-
________________________________________________________________________________________________________
Management fees 62,000 -0-
________________________________________________________________________________________________________
Mineral property expenditures 334,923 7,500,000
________________________________________________________________________________________________________
Professional fees 185,594 70,235
________________________________________________________________________________________________________
NET LOSS ($680,315) ($7,611,302)
________________________________________________________________________________________________________
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Our net loss during the six-month period ended November 30, 2007 was approximately ($680,315) compared to a net loss of ($7,611,302) for the six-month period ended November 30, 2006 (a decrease of $6,930,987).
During the six-month periods ended November 30, 2007 and 2006, respectively, we did not generate any revenue. During the six-month period ended November 30, 2007, we incurred general and administrative expenses in the aggregate amount of $680,315 compared to $7,611,302 incurred during the six-month period ended November 30, 2006 (an increase of $6,930,987). The operating expenses incurred during the six-month period ended November 30, 2007 consisted of: (i) mineral property expenditures of $334,923 (2006: $7,500,000); (ii) office and general of $60,778 (2006: $15,366); (iii) consulting fees of $30,000 (2006: $25,701); (iv) management fees of $62,000 (2006: $-0-); (v) professional fees of $185,594 (2006: $70,235); and (vi) marketing expenses of $7,020 (2006: $-0-). The increase in expenses incurred during the six-month period ended November 30, 2007 compared to the six-month period ended November 30, 2006 resulted primarily from the substantial increase in mineral property expenditures based upon the increase in scale and scope of exploratory and acquisition programs and an increase in overall office and general expenses, professional fees and management fees.
The decrease in net loss during the six-month period ended November 30, 2007 compared to the six-month period ended November 30, 2006 is attributable primarily to the substantial increase in mineral property expenditures relating to the increase in the scale and scope of acquisition and exploratory programs and to the increase in overall office and general expenses, professional fees and management fees. Consulting, management and professional fees incurred during the six-month period ended November 30, 2007 increased pertaining to the increase in acquisition and development of our mineral properties and related contracted services. General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing and consulting costs.
Our net loss during the six-month period ended November 30, 2007 was ($680,315) or ($0.02) per share compared to a net loss of ($7,611,302) or ($0.20) per share for the six-month period ended November 30, 2006. The weighted average number of shares outstanding was 41,202,514 at November 30, 2007 compared to 37,200,000 at November 30, 2006.
THREE-MONTH PERIOD ENDED NOVEMBER 30, 2007 COMPARED TO THREE-MONTH PERIOD ENDED
NOVEMBER 30, 2006.
Our net loss during the three-month period ended November 30, 2007 was approximately ($339,202) compared to a net loss of ($7,593,436) for the three-month period ended November 30, 2006 (a decrease of $7,254,234).
During the three-month periods ended November 30, 2007 and 2006, respectively,
we did not generate any revenue. During the three-month period ended November
30, 2007, we incurred general and administrative expenses in the aggregate
amount of $339,202 compared to $7,593,436 incurred during the three-month period
ended November 30, 2006 (an increase of $7,254,234). The operating expenses
incurred during the three-month period ended November 30, 2007 consisted of: (i)
mineral property expenditures of $154,089 (2006: $7,500,000); (ii) office and
general of $34,164 (2006: $15,031); (iii) consulting fees of $15,000 (2006:
$25,701); (iv) management fees of $2,000 (2006: $-0-); (vi) professional fees of
$130,489 (2006: $52,704); and (v) marketing expenses of $3,460 (2006: $-0-). The
increase in expenses incurred during the three-month period ended November 30,
2007 compared to the three-month period ended November 30, 2006 resulted
primarily from the substantial increase in mineral property expenditures based upon the increase in scale and scope of exploratory and acquisition programs and an increase in overall office and general expenses, professional fees and management fees.
The decrease in net loss during the three-month period ended November 30, 2007 compared to the three-month period ended November 30, 2006 is attributable primarily to the substantial increase in mineral property expenditures relating to the increase in the scale and scope of acquisition and exploratory programs and to the increase in overall office and general expenses, professional fees and management fees. Consulting, management and professional fees incurred during the three-month period ended November 30, 2007 increased pertaining to the increase in acquisition and development of our mineral properties and related contracted services. General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing and consulting costs.
Our net loss during the three-month period ended November 30, 2007 was ($339,202) or ($0.01) per share compared to a net loss of ($7,593,436) or ($0.20) per share for the three-month period ended November 30, 2006. The weighted average number of shares outstanding was 41,205,055 at November 30, 2007 compared to 37,200,000 at November 30, 2006.
LIQUIDITY AND CAPITAL RESOURCES
SIX-MONTH PERIOD ENDED NOVEMBER 30, 2007
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
As at the six-month period ended November 30, 2007, our current assets were $2,419 and our current liabilities were $1,752,386, resulting in a working capital deficit of $1,749,967. As at the six-month period ended November 30, 2007, our total assets were $2,419 consisting of current assets only compared to total assets of $5,749 at fiscal year ended May 31, 2007. As at the six-month period ended November 30, 2007, our current liabilities were $1,752,386 compared to current liabilities of $1,490,401 at fiscal year ended May 31, 2007. Our current liabilities consisted of: (i) $893,652 in accounts payable and accrued liabilities; (ii) $767,234 in shareholder's loan and accrued interest; and (iii) $91,500 due to related parties. The slight increase in current liabilities was primarily due to the increase in shareholder's loan and amounts due to related parties relating to the increased scale and scope of business activity.
Stockholders' deficit increased from ($1,484,652) as at May 31, 2007 to ($1,749,967) as at November 30, 2007.
We have not generated positive cash flows from operating activities. For the six-month period ended November 30, 2007, net cash flow used in operating activities was ($728,330) compared to net cash flow used in operating activities of ($154,408) for the six-month period ended November 30, 2006. Net cash flow used in operating activities during the six-month period ended November 30, 2007
consisted primarily of a net loss of ($680,315) adjusted by $44,000 due to related party, ($134,360) in accounts payable and accrued liabilities and $15,000 in non-cash mineral property expenditures, and by an increase of $27,345 in accrued interest on shareholder's loan.
During the six-month period ended November 30, 2007, net cash flow provided by financing activities was $725,000 compared to net cash flow from financing activities of $100,000 for the six-month period ended November 30, 2006. Net cash flow provided from financing activities during the six-month period ended November 30, 2007 pertained primarily to $400,000 received as proceeds for shares of common stock issued and $325,000 as proceeds from shareholder advances.
PLAN OF OPERATION
Existing working capital, further advances and possible debt instruments, anticipated warrant exercises, further private placements, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt securities. In connection with our business plan, management anticipates that administrative expenses will decrease as a percentage of revenue as our revenue increases over the next twelve months.
Additional issuances of equity or convertible debt securities will result in . . .
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