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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Newport Gold Inc (PK) | USOTC:NWPG | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.001 | 40.00% | 0.0035 | 0.0023 | 0.0035 | 0.0035 | 0.0025 | 0.0025 | 50,000 | 21:00:10 |
OMB APPROVAL |
OMB Number: 3235-0416 |
Expires: April 30, 2010 |
Estimated average burden
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One) |
|||||
X |
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
||||
For the quarter period ended September 30, 2007 |
|||||
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|||||
For the transition period from___________ to __________ |
|||||
Commission file number 333-115550 |
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|
|||||
(Name of small business issuer as specified in its charter) |
|||||
NEVADA |
N/A |
||||
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
||||
220 - 1495 Ridgeview Drive, Reno, Nevada 89509 |
|||||
(Address of principal executive offices) |
|||||
(905) 542-4990 |
|||||
(Issuer's telephone number) |
|||||
Not Applicable |
|||||
(Former name, address or fiscal year if changed since last report) |
|||||
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | ||||||
Yes |
X |
No |
||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | ||||||
Yes |
X |
No |
||||
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. | ||||||
15,175,000 common shares issued and outstanding as of November 12, 2007 |
||||||
Transitional Small Business Disclosure Format (Check one): |
Yes |
No |
X |
|||
INDEX
Page No. |
||||
3 |
||||
3 |
||||
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION |
11 |
|||
General |
11 |
|||
Plan of Operations |
11 |
|||
Burnt Basin Property |
11 |
|||
China Property |
11 |
|||
Inner Mongolia Property |
12 |
|||
Off-balance sheet arrangements |
12 |
|||
Loss Per Period/General and Administrative Expenses |
12 |
|||
Liquidity and Capital Resources Liquidity |
12 |
|||
Recent Accounting Pronouncements |
12 |
|||
Critical Accounting Policies |
13 |
|||
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995 |
13 |
|||
13 |
||||
Disclosure Controls and Procedures |
13 |
|||
Evaluation of Disclosure Controls and Procedures |
13 |
|||
Changes in Internal Control over Financial Reporting |
13 |
|||
Management's Annual Report on Internal Control over Financial Reporting |
14 |
|||
15 |
||||
15 |
||||
ITEM 2. UNREGISTERED SALES OF EQUITIES SECURITIES AND USE OF PROCEEDS |
15 |
|||
Unregistered Sales of Equity Securities |
15 |
|||
Use of Proceeds |
15 |
|||
16 |
||||
16 |
||||
16 |
||||
16 |
||||
17 |
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2
PART 1 - FINANCIAL INFORMATION
The information in this report for the nine months ended September 30, 2007, is unaudited but includes all adjustments (consisting only of normal recurring accruals, unless otherwise indicated) which Newport Gold, Inc. ("Newport" or the "Company") considers necessary for a fair presentation of the financial position, results of operations, changes in stockholders' equity and cash flows for those periods.
The condensed consolidated financial statements should be read in conjunction with Newport's financial statements and the notes thereto contained in Newport's Audited Financial Statements for the year ended December 31, 2006, in the Form 10KSB and filed with the SEC on April 20, 2007.
Interim results are not necessarily indicative of results for the full fiscal year.
3
NEWPORT
GOLD, INC.
(An Exploration Stage Company)
Condensed Consolidated Balance Sheets
(US Dollars)
September 30, 2007 (Unaudited) |
December
31, 2006
|
||
Assets | |||
Current | |||
Cash |
$ 70,580 |
$ 129,366 |
|
Prepaid expenses |
9,304 |
0 |
|
79,884 |
129,366 |
||
Long-Term | |||
Mining claims |
385,903 |
285,576 |
|
Computer equipment, less | |||
accumulated amortization | |||
of $2,266 ($1,510 in 2006) |
3,090 |
3,390 |
|
Total Assets |
$ 468,877 |
$ 418,332 |
|
Liabilities and Stockholders' (Deficit) Equity | |||
Current | |||
Accounts payable |
$ 206,299 |
$ 135,715 |
|
Due to related parties (note 4) |
193,578 |
193,578 |
|
399,877 |
329,293 |
||
Loan Payable (note 5) |
200,000 |
0 |
|
Total Liabilities |
599,877 |
329,293 |
|
Stockholders' (Deficit) Equity | |||
Capital Stock | |||
Authorized | |||
100,000,000 Common shares par value of $0.001 per share | |||
Issued and outstanding | |||
15,175,000 and 15,075,000 Common shares at September 30, 2007 and December 31, 2006, respectively |
15,175 |
15,075 |
|
Additional paid-in capital |
815,475 |
770,575 |
|
Other Comprehensive Income (Loss) |
49,332 |
(6,432) |
|
Accumulated Deficit |
(1,010,982) |
(690,179) |
|
Total Stockholders' (Deficit) Equity |
(131,000) |
89,039 |
|
Total Liabilities and Stockholders' (Deficit) Equity |
$ 468,877 |
$ 418,332 |
See notes to condensed consolidated financial statements.
4
NEWPORT
GOLD, INC.
(An Exploration Stage Company)
Condensed Consolidated Statements of Operations
(US Dollars)
(Unaudited)
|
Three
Months Ended
September 30, |
Cumulative Period
|
|||
2007 |
2006 |
2007 |
2006 |
2007 |
|
Expenses | |||||
Salaries |
$ 0 |
$ 110,000 |
$ 0 |
$ 0 |
$ 110,000 |
Accounting and legal |
77,959 |
35,753 |
42,680 |
13,334 |
206,446 |
Investor relations (note 4) |
0 |
13,390 |
0 |
0 |
114,525 |
Expenditures on resource
property (note 3) |
0 |
|
0 |
0 |
53,465 |
Office and travel |
12,811 |
34,572 |
6,507 |
14,034 |
87,724 |
Geological consulting fees |
216,865 |
26,719 |
95,210 |
15,069 |
420,854 |
Filing fees and transfer agent |
12,392 |
0 |
9,766 |
0 |
22,971 |
Amortization expenses |
776 |
1,132 |
268 |
377 |
2,286 |
Foreign exchange gain |
0 |
0 |
0 |
0 |
(7,289) |
Net Loss |
320,803 |
221,566 |
154,431 |
42,814 |
1,010,982 |
Other Comprehensive (Income) Loss |
(55,764) |
3,263 |
(25,755) |
(2,375) |
(49,332) |
Total Comprehensive Loss |
$ 265,039 |
$ 224,829 |
$ 128,676 |
$ 40,439 |
$ 961,650 |
Loss Per Share |
$ 0.02 |
$ 0.02 |
$ 0.01 |
$ 0.00 |
|
Weighted Average Number of
Shares Outstanding |
|
|
15,175,000 |
11,375,000 |
See notes to condensed consolidated financial statements.
5
NEWPORT
GOLD, INC.
(An Exploration Stage Company)
Condensed Consolidated Statements of Stockholders' (Deficit) Equity
Period from July 16, 2003 (Inception) to September 30, 2007
(US Dollars)
(Unaudited)
Shares |
Par Value | Additional Paid-In Capital | Share Subscriptions Received |
Other Comprehensive
Income (Loss) |
Accumulated Deficit During Exploration Stage | Total Stockholders' (Deficit) Equity | |
Share subscriptions | |||||||
- cash |
0 |
$ 0 |
$ 0 |
$ 93,150 |
$ 0 |
$ 0 |
$ 93,150 |
- property |
0 |
0 |
0 |
22,500 |
0 |
0 |
22,500 |
Foreign currency | |||||||
translation adjustment |
0 |
0 |
0 |
0 |
(3,409) |
0 |
(3,409) |
Net loss |
0 |
0 |
0 |
0 |
0 |
(161,681) |
(161,681) |
Balance, | |||||||
December 31, 2003 |
0 |
0 |
0 |
115,650 |
(3,409) |
(161,681) |
(49,440) |
Foreign currency | |||||||
translation adjustment |
0 |
0 |
0 |
0 |
(1,124) |
0 |
(1,124) |
Net loss |
0 |
0 |
0 |
0 |
0 |
(95,960) |
(95,960) |
Balance, | |||||||
December 31, 2004 |
0 |
0 |
0 |
115,650 |
(4,533) |
(257,641) |
(146,524) |
Share subscriptions | |||||||
- cash |
0 |
0 |
0 |
144,000 |
0 |
0 |
144,000 |
Foreign currency | |||||||
translation adjustment |
0 |
0 |
0 |
0 |
(2,476) |
0 |
(2,476) |
Net loss |
0 |
0 |
0 |
0 |
0 |
(93,207) |
(93,207) |
Balance, | |||||||
December 31, 2005 |
0 |
0 |
0 |
259,650 |
(7,009) |
(350,848) |
(98,207) |
Share subscriptions | |||||||
- cash | |||||||
Common shares issued | |||||||
for cash |
12,575,000 |
12,575 |
523,075 |
0 |
0 |
0 |
535,650 |
Common shares issued | |||||||
for mining claims |
2,500,000 |
2,500 |
247,500 |
0 |
0 |
0 |
250,000 |
Common shares issued | |||||||
for share subscriptions |
0 |
0 |
0 |
(259,650) |
0 |
0 |
(259,650) |
Foreign currency | |||||||
translation adjustment |
0 |
0 |
0 |
0 |
577 |
0 |
577 |
Net loss |
0 |
0 |
0 |
0 |
0 |
(339,331) |
(339,331) |
Balance, | |||||||
December 31, 2006 |
15,075,000 |
15,075 |
770,575 |
- |
(6,432) |
(690,179) |
89,039 |
Common share issued | |||||||
for mining claims |
100,000 |
100 |
44,900 |
0 |
0 |
0 |
45,000 |
Translation adjustment |
0 |
0 |
0 |
0 |
55,764 |
0 |
55,764 |
Net loss |
0 |
0 |
0 |
0 |
0 |
(320,803) |
(320,803) |
Balance, | |||||||
September 30, 2007 |
15,175,000 |
$ 15,175 |
$ 815,475 |
$ 0 |
$ 49,332 |
$ (1,010,982) |
$ (131,000) |
See notes to condensed consolidated financial statements.
6
NEWPORT GOLD, INC.
(An Exploration Stage Company)
Condensed Consolidated Statements of Cash Flows
(US Dollars)
(Unaudited)
Nine
Months Ended
|
Cumulative
Period
|
||
2007 |
2006 |
||
Operating Activities | |||
Net loss |
$ (320,803) |
$ (221,566) |
$ (1,010,982) |
Item not involving cash: | |||
Depreciation |
776 |
1,132 |
2,286 |
Operating Cash Flow |
(320,027) |
(220,434) |
(1,008,696) |
Changes in Operating Assets and Liabilities | |||
Prepaid expenses |
(8,378) |
(40,000) |
(8,352) |
Accounts payable |
42,601 |
5,598 |
271,101 |
Due to related parties |
(29,892) |
36,586 |
159,605 |
Cash Used in Operating Activities |
(315,696) |
(218,250) |
(586,342) |
Investing Activities | |||
Computer equipment |
0 |
(5,034) |
(5,034) |
Expenditures on resource
property - shares |
0 |
0 |
(12,364) |
Cash Used in Investing Activities |
0 |
(5,034) |
(17,398) |
Financing Activities | |||
Loan proceeds |
180,091 |
0 |
180,091 |
Common shares issued |
0 |
156,000 |
276,000 |
Subscriptions received |
0 |
0 |
237,150 |
Cash Provided by Financing Activities |
180,091 |
156,000 |
693,241 |
Inflow (Outflow) of Cash |
(135,605) |
(67,284) |
89,501 |
Effect of Exchange Rate Change on Cash
Balance held in Foreign Currencies |
76,819 |
(3,293) |
18,921 |
Cash, Beginning of Period |
129,366 |
151,520 |
0 |
Cash, End of Period |
$ 70,580 |
$ 80,943 |
$ 70,580 |
Non-Cash Investing and Financing Activity | |||
Common stock issued for property |
$ 45,000 |
$ 0 |
$ 317,500 |
Supplemental Disclosures |
|||
Interest paid |
$ 0 |
$ 0 |
$ 0 |
Income taxes paid |
$ 0 |
$ 0 |
$ 0 |
See notes to condensed consolidated financial statements.
7
NEWPORT
GOLD, INC.
(An Exploration Stage Company)
Nine Months Ended September 30, 2007 and 2006 and the Period from July 16, 2003
(Inception) to September 30, 2007
(US Dollars)
(Unaudited)
1. OPERATIONS AND BASIS OF PRESENTATION
The Company was incorporated under the laws of Nevada on July 16, 2003, and is involved in the acquisition, exploration and development of mineral and energy properties. The Company is currently evaluating opportunities both in the mineral sector and otherwise. The Company is in the exploration stage and follows the provisions of Statement No. 7 of the Financial Accounting Standards Board ("FASB").
These condensed consolidated financial statements include the accounts of the Company and its wholly-owned Canadian subsidiary, 2038052 Ontario Inc., incorporated under the laws of the province of Ontario, Canada. All intercompany transactions and balances have been eliminated.
Recent accounting pronouncements
(i) FAS 157, "Fair Value Measurements" . This new standard provides guidance for using fair value to measure assets and liabilities and applies whenever other standards require (or permit) assets or liabilities to be measured at fair value but does not expand the use of fair value in any new circumstances. The provisions of this statement are effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company expects that this new pronouncement will have no impact on the Company's condensed consolidated financial statements.
(ii) FAS 159, "Fair Value Option for Financial Assets and Financial Liabilities" . The fair value option established by this statement permits all entities to choose to measure eligible items at fair value at specified election dates. Most of the provisions of this statement apply only to entities that elect the fair value option. However, the amendment to FASB Statement No. 115, "Accounting for Certain Investments in Debt and Equity Securities" , applies to all entities with available-for-sale and trading securities. This statement is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. The Company expects that this new pronouncement will have no impact on the Company's condensed consolidated financial statements.
2. GOING-CONCERN
These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going-concern basis. This presumes funds will be available to finance on-going development, operations and capital expenditures and the realization of assets and the payment of liabilities in the normal course of operations for the foreseeable future.
8
NEWPORT
GOLD, INC.
(An Exploration Stage Company)
Notes to Condensed Consolidated Financial Statements
Nine Months Ended September 30, 2007 and 2006 and the Period from July 16, 2003
(Inception) to September 30, 2007
(US Dollars)
(Unaudited)
2. GOING-CONCERN (Continued)
The general business strategy of the Company is to explore and research an existing mineral property and to potentially acquire further claims either directly or through the acquisition of operating entities. The continued operations of the Company depends upon the recoverability of mineral property reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain necessary financing to complete the development of these claims and upon the future profitable production of the claims. Management intends to raise additional capital through share issuances to finance operations and invest in the Burnt Basin Properties as described in note 3.
The Company has a working capital deficit of $319,993 (December 31, 2006 - $199,927), has accumulated losses during the exploration stage of $1,010,982 (December 31, 2006 - $690,179), has not generated any operating revenue to date, and has no capital resources presently available to meet obligations, which normally can be expected to be incurred by similar companies. These factors raise substantial doubt about the Company's ability to continue as a going-concern, which is dependent on the Company's ability to obtain and maintain an appropriate level of financing on a timely basis and to achieve sufficient cash flows to cover obligations and expenses. The outcome of the above matters cannot be predicted at this time. These financial statements do not give effect to any adjustments to the amounts and classifications of assets and liabilities, which might be necessary should the Company be unable to continue as a going-concern.
3. RESOURCE PROPERTIES
The Company adopted the provisions of EITF 04-2, "Whether Mineral Rights are Tangible or Intangible Assets", and FSP FAS 141-1 and 142-1, which concluded that mineral rights are tangible assets. Accordingly, the Company capitalizes certain costs related to the acquisition of mineral rights.
(a) On June 18, 2003, the Company entered into an option agreement to acquire nine mineral claims consisting of 47 units, each unit consisting of approximately 25 hectares, title to which is held by an unrecorded warranty deed. The mineral claims are located 25 kilometres northeast of the city of Grand Forks, British Columbia, Canada, known as the Burnt Basin mineral claims numbered 393541, 393542, and 393681 to 393687. The option agreement is subject to an underlying agreement dated July 29, 2002 between the property owners and the optionor.
Under the terms of the option agreement, the Company can acquire a 100% undivided interest in the property, subject to two separate net smelter return royalties ("NSR") (totaling 2%), and cash and share payments totaling $12,364 (Cdn $17,000) (paid) and 225,000 shares of common stock. The Company also had to incur exploration expenses totaling $215,000 (Cdn $250,000) over a three-year period, ending June 18, 2006 (extended to June 18, 2008).
The first NSR consists of a 1% NSR payable to the property owner capped at $215,000 (Cdn $250,000), that will be provided by making annual $8,600 (Cdn $10,000) prepaid NSR payments beginning in September, 2003 ($24,010 (Cdn $30,000) paid to December 31, 2005). A further 1% NSR is payable to the optionor. One-half of the latter 1% NSR may be bought out for the sum of $430,000 (Cdn $500,000).
To date, the Company has not performed any work on the property other than some mapping and compilation. The Company is presently in the pre-exploration state and there is no assurance that a commercially viable mineral deposit exists in the property until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility. The Company intends to develop mineral deposits it finds, or enter into a joint venture with another mining company with more experience at that stage of operation.
9
NEWPORT
GOLD, INC.
(An Exploration Stage Company)
Notes to Condensed Consolidated Financial Statements
Nine Months Ended September 30, 2007 and 2006 and the Period from July 16, 2003
(Inception) to September 30, 2007
(US Dollars)
(Unaudited)
3. RESOURCE PROPERTIES (Continued)
(b) By an agreement dated November 17, 2006, the Company acquired an option to earn a 20% interest of a 50% interest held by the optionors in certain mineral exploration rights located in Inner Mongolia, China.
In order to earn its interest in the property, the Company issued 2,200,000 common shares to the optionors and an additional 300,000 common shares to the vendor of the property.
The common shares were valued by the Company at $0.10 per share. The Company also granted a total of 2.2% NSR to the optionors on all metals produced from the optionors' interest in the property. The optionors also granted the Company a first right of refusal on acquiring the remainder of their 50% interest for a period of one year.
The Company must issue a total of 800,000 common shares to the vendor by February 1, 2009 and incur $750,000 of exploration expenditures, $250,000 in the first year (extended to February 1, 2008 in consideration of 100,000 common shares of the Company, fair valued at $0.45 per share).
4. RELATED PARTY TRANSACTIONS
(i) As of September 30, 2007, the total balance owing for investor relations by the estate of the son of the president of the Company was $48,239 (December 31, 2006 - $48,239). The amount owed is without interest or stated terms of repayment and is unsecured .
(ii) As of September 30, 2007, the president is owed $145,339 (December 31, 2006 - $145,339), which amount is included in due to related parties. The amount owed is without interest or stated terms of repayment and is unsecured.
All transactions with related parties are in the normal course of operations and are measured at the exchanged amount, which is the amount of consideration agreed to between the parties.
5. LOAN PAYABLE
The Company's loan payable is without interest or stated terms of repayment and is unsecured.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion and analysis should be read in conjunction with the financial statements, including the notes thereto, appearing elsewhere in this document.
The "Plan of Operations" of Newport is incorporated by reference from the Newport's Form SB-1, as amended, filed with the SEC on June 8, 2005.
Newport is a pre-exploration company incorporated under the laws of the State of Nevada on July 16, 2003. We commenced our business operations in 2006.
Burnt Basin, B.C.
Results to date show a large zinc, lead, copper, silver soil geochemical anomaly 200-400 meters in width and over 1km in length. Within this area untested airborne conductors have been found as well as many random occurring outcrops which have yielded many values in excess of 12% combined lead and zinc. The latter outcrops also contain silver, copper and gold values.
Numerous other smaller zinc, lead, copper, gold soil geochemical anomalies were defined elsewhere on the grid, many of which are unrelated to any know mineralization. A strong 100m x 150m copper- gold soil anomaly was also defined several hundred meters to the northwest of the Upper Eva Bell showing, which is also unrelated to any known mineralization.
A new discovery of sphalerite-magnetite mineralization was made 800 meters to the northwest of the Halifax Zone with values to 15.4% zinc.
Unexpected Area: A new discovery of massive galena mineralization was also made, 1km north of the Halifax zone with values to 51.5% lead, 1.3 % zinc and 327g/t silver. A second area of mineralization, 200 meters to the north, returned values to 1.03% zinc and a third area of mineralization a further 250 meters to the north, returned values to 17.1 g/t gold, 15.4 g/t silver, 1% lead and 0.6% zinc.
Contact Area: High precious metals values to 59 g/t gold and 74.9 g/t silver were obtained from sampling at the Contact Zone. This zone was discovered during the 2005 work program.
Hastings Area: A historically known area of massive magnetite-sphalerite mineralization was located, 500 m south of the Halifax, with values to 32.3% zinc returned from samples collected.
Burnt Basin Area: A new quartz vein discovery was made, 1 km west of the Motherlode, with values to 4.6 g/t gold.
Aldeen area: A new quartz vein discovery was made, 1km north of the Eva Bell, with values to 4.9g/t gold.
Field work was carried out under the supervision of Linda Caron M.Sc. Geology.
China
A deep Induced Polarization survey was commenced over a portion of the property where near surface I.P. anomalies had been defined last year. The purpose is to define anomalies at depth below the oxidized zone.
No results are available yet but will be released when all the data has been received and interpreted.
11
Inner Mongolia Property
On November 17, 2006, Newport acquired an option to earn a 20% interest in a 50% interest held by the optionors in certain mineral exploration rights located in Inner Mongolia, China (the "Inner Mongolia Property"). This property is held by Noront Resources Ltd. ("Noront" NOT TSX-V) through BaoTou Noront Mineral Development Co. and consists of 5.16 km (2) situated about 100 km north of BaoTou City. The option agreement is subject to an underlying agreement dated February 1, 2006 between Noront and the optionors. In order to earn its interest in the property, Newport issued 2,200,000 common shares to the optionors and an additional 300,000 common shares to Noront at $0.10 per share. Newport also granted a total of 2.2% NSR to the optionors on all metals produced from the optionors' interest in the property. The optionors also granted Newport a first right of refusal on acquiring the remainder of their 50% interest for a period of one year. Newport must issue a total of 800,000 common shares to Noront by February 1, 2009 and incur $750,000 of exploration expenditures, with a first year obligation to issue 300,000 shares (issued as noted above) an incur $250,000 of exploration expenditures by February 1, 2007. Newport received an extension on completing the required expenditures to February 1, 2008 in consideration for 100,000 shares of Newport, fair valued at $0.45 per share.
Newport has recently received a geological report on the Inner Mongolia Property prepared by Newport's Consulting Geologist Daniel Huang M.Sc. Diamond drilling on the Inner Mongolia Property is planned during the summer of 2007. In order to proceed with this project, Newport will have to raise at least $300,000 through private placements or other capital avenues.
Off-balance sheet arrangements
As of September 30, 2007, Newport has had no off-balance sheet arrangements.
Loss Per Period/General and Administrative Expenses
Newport's net loss for the nine months ended September 30, 2007, was $320,803, compared to a loss of $221,566, for the nine month period ending September 30, 2006.
Most of the loss for the current period is due to geological consulting fees totaling $216,865 ($26,719 - September 30, 2006). Accounting and legal expenses were $77,959 compared to $35,753 for the same nine-month period ended September 30, 2006. Office and travel expenses were $12,811 compared to $34,572 for the same nine month period ended September 30, 2006. .
Liquidity and Capital Resources
As of September 30, 2007, the Company had total cash on hand of $70,580 ($80,943 - September 30, 2006). Newport also had $599,877 in liabilities ($329,293 - September 30, 2006) of which $193,578 is owed to related parties ($193,578 - September 30, 2006) and $206,299 is owed for accounts payable ($135,715 - September 30, 2006).
Management estimates that Newport will need approximately $590,000 over the next twelve months to follow through with its plan of operation. Newport has budgeted $50,000 for legal expenses, $50,000 for accounting and audit expenses, $75,000 for administration, $60,000 for office, $20,000 for travel expenses, $200,000 for Burnt Basin exploration costs, $200,000 for exploration work on the Mongolia Property and $15,000 for transfer agent expenses. Newport intends to raise additional capital through additional private placements of its equity securities and, if available on satisfactory terms, debt financing to achieve our goals and objectives for the next twelve months.
Recent Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS No. 157, "Fair Value Measurements". SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company expects that this new pronouncement will have no impact on the Company's condensed consolidated financial statements.
12
FAS 159,
"Fair Value Option for Financial Assets and Financial Liabilities"
.
The fair value option established by this statement permits all entities to
choose to measure eligible items at fair value at specified election dates.
Most of the provisions of this statement apply only to entities that elect the
fair value option. However, the amendment to FASB Statement No. 115,
"Accounting for Certain Investments in Debt and Equity Securities", applies to
all entities with available-for-sale and trading securities. This
statement is effective as of the beginning of an entity's first fiscal year that
begins after November 15, 2007. The Company expects that this new
pronouncement will have no impact on the Company's condensed consolidated
financial statements.
The Company adopted the provisions of EITF 04-2, "Whether Mineral Rights are Tangible or Intangible Assets" , and FSP FAS 141-1 and 142-1, which concluded that mineral rights are tangible assets. Accordingly, the Company capitalizes certain costs related to the acquisition of mineral rights
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995
This Form 10-QSB report may contain certain "forward-looking" statements as such term is defined in the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission in its rules, regulations and/or releases, which represent our expectations or beliefs, including but not limited to, statements concerning our economic performance, financial condition, growth and marketing strategies, availability of additional capital, ability to attract suitable personal and future operational plans. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate," "might," or "continue" or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important facts, including but not limited to those risk factors in Newport's Registration Statement on Form SB-1, as amended, filed with the SEC on June 8, 2005.
ITEM 3: CONTROLS AND PROCEDURES
A. DISCLOSURE CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures : Based on the management's evaluation (with the participation of the Chief Executive Officer and Chief Financial Officer), the Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2007, the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the "Exchange Act")) are effective to provide reasonable assurance that information required to be disclosed in this quarterly report on Form 10-QSB is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
Changes in Internal Control over Financial Reporting : There was no change in the Company's internal control over financial reporting (as required by the Exchange Act) during the last quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
13
B. MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. There was no change in the Company's internal control over financial reporting (as required by the Exchange Act) during the last quarterly period that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. There were no significant deficiencies or material weaknesses, and therefore no corrective actions were taken or may occur and not be detected.
This quarterly report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this quarterly report.
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PART II - OTHER INFORMATION
To Newport's knowledge, no lawsuits were commenced against Newport during the nine months ended September 30, 2007, nor did Newport commence any lawsuits during the same period. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
Newport issued 3,025,000 shares of its common stock on August 7, 2007, to earn an additional 30% interest in a 50% interest originally held by nine individual optionors (the "Original Holders") in certain mineral exploration rights located in Inner Mongolia, China (the "Property").
In November 17, 2006, the Registrant acquired an option to earn a 20% interest in a 50% interest held by the Original Holders of this same Property. Under the November Agreement the Original Holders had granted the Registrant a first right of refusal on acquiring the remainder of their 50% interest for a period of one year. The Registrant exercised this right through the August Agreement. The Registrant now owns an option to earn a 50% interest in the Property.
The August Agreement and November Agreement are subject to an underlying agreement dated February 1, 2006 between the vendor of the Property and the Original Holders (the "February Agreement"). Under the terms of the February Agreement, the Registrant must issue a total of 800,000 common shares to the vendor by February 1, 2009 and incur $750,000 of exploration expenditures, with a first year obligation to issue 300,000 shares (issued) and incur $250,000 of exploration expenditures by February 1, 2007. The Registrant received an extension on completing the required expenditures to February 1, 2008 subsequent to signing the November Agreement in consideration for the issuance of 100,000 shares of the Registrant.
The Original Option Holders and vendor of the Property are all at arm's length with respect to each other and are not related to the Registrant (i.e. Directors or Officers) and no person or party is an U.S. resident/citizen or entity.
The issuance made by Newport to the Original Holders was completed pursuant to Rule 903 of Regulation S of the Securities Act of 1933 on the basis that the issuance of the shares was completed in an offshore transaction, as defined in Rule 902(h) of Regulation S. Newport did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the shares. The Original Holders represented to us that they were not a U.S. person, as defined in Regulation S, and were not acquiring the shares for the account or benefit of a U.S. person. The agreement executed between us and the Original Holders included statements that the securities had not been registered pursuant to the Securities Act of 1933 and that the securities may not be offered or sold in the United States unless the securities are registered under the Securities Act of 1933 or pursuant to an exemption from the Securities Act of 1933 . The Original Holders agreed by on receipt of the shares: (i) to resell the securities purchased only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act of 1933 or pursuant to an exemption from registration under the Securities Act of 1933 ; (ii) that we are required to refuse to register any sale of the securities purchased unless the transfer is in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act of 1933 or pursuant to an exemption from registration under the Securities Act of 1933; and (iii) not to engage in hedging transactions with regards to the securities purchased unless in compliance with the Securities Act of 1933 . The share certificates issued to the Original Holders were each endorsed with a restrictive legend.
Use of Proceeds
Not Applicable.
15
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
Not applicable.
ITEM 6. EXHIBITS
Exhibits
The following Exhibits are furnished as part of this Form 10-QSB, pursuant to Item 601 of Regulation S-B.
Exhibit Number |
Exhibit Title | |
3.1 |
Articles of Incorporation (incorporated by reference from our Form SB-1 Registration Statement, filed June 8, 2005) | |
3.2 |
Bylaws (incorporated by reference from our Form SB-1 Registration Statement, filed June 8, 2005) | |
10.1 |
Burnt Basin mineral claims (incorporated by reference from our Form SB-1 Registration Statement, filed June 8, 2005) | |
10.2 |
Option Agreement to Acquire Burnt Basin Mineral Claims (incorporated by reference from our Form SB-1 Registration Statement, filed June 8, 2005) | |
10.3 |
Addendum Agreement (incorporated by reference from our Form SB-1 Registration Statement, filed June 8, 2005) | |
10.4 |
Option Agreement to Acquire Inner Mongolia Mineral Claims | |
10.5 |
Amendment Agreement to Acquire Inner Mongolia Mineral Claims | |
21 |
List of Subsidiaries (incorporated by reference from our Form SB-1 Registration Statement, filed June 8, 2005) | |
31.1 |
Certificate of CEO/CFO as Required by Rule 13a-14(a)/15d-14 | |
31.2 |
Certificate of CEO/CFO as Required by Rule 13a-14(b) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code | |
32.1 |
Certificate of CEO as Required by Rule 13a-14(b) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NEWPORT GOLD, INC.
|
|
Date: November 14, 2007 | "Derek Bartlett" |
By: |
Derek Bartlett, President,
CEO, Secretary, and a member of the Board of Directors
|
Date: November 14, 2007 | "John Arnold" |
By: |
John Arnold, Treasurer, Acting Chief Financial Officer, and Principal Accounting Officer |
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1 Month Newport Gold (PK) Chart |
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