UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Amendment No. 2
[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-28481
ANGLOTAJIK MINERALS INC.
--------------------------------------------------------------
(Name of small business issuer in its charter)
NEVADA 86-0891931
--------------------------------------- ------------------------
(State or jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
15760 Ventura Blvd., Suite 700, Encino, California (818) 325.3848
------------------------------------------------------------------------------
Address and telephone number of principal executive offices
N/A
------------------------------------------------------
Former issuer name, if changed from last report
Securities registered under Section 12(b) of
the Exchange Act:
None.
Securities registered under Section 12(g) of
the Exchange Act:
Common Stock, par value $.001 per share
-1-
[X] Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days.
[ ] Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will
be contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.
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 issuer's revenues for its most recent fiscal year: $0.
Issued and outstanding as of December 31, 2005: 51,820,458 shares common
stock, $0.001 par value
-2-
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
BACKGROUND OF THE COMPANY
Anglotajik Minerals, Inc. was originally incorporated August 1, 1997 in
Nevada as MexiMed Industries to develop and produce a non-reusable medical
syringe. We later abandoned that business, as we lacked sufficient capital
resources. In 1999 we changed our name to Digital Video Display Technology Corp.
and obtained a license to market a patented audio video jukebox technology in
Canada and in five U.S. states. However, disagreements arising out of
contractual relationships impeded the development of the business. In July of
2001 we changed our name to Iconet, Inc. in connection with a proposal to build
the jukeboxes and sell them back to the licensor of the technology, but owing to
changing technology and to disagreements among our board as to the future
direction the company should take, we eventually abandoned that business as
well.
In June of 2002 we resolved to investigate some possible opportunities in
mineral exploration. We optioned a property in Ontario, Canada, but after our
due diligence investigation we elected not to proceed and mutually rescinded the
agreement.
In June of 2003 our board appointed Mr. Matthew Markin as president and as
a director to replace Randy Miller. Mr. Miller also resigned as director, so
that Mr. Markin became the sole executive officer and director of the Company.
Mr. Miller's resignation was voluntary to pursue other interests, and not as a
result of any dispute with the Company.
In July of 2003, we adopted a plan of reorganization whereby our common
stock was reverse split by a ratio of 1-for-143. Shortly thereafter, we effected
a 2-for-1 forward split. (See "Changes in Securities" below.) For the reader's
convenience, references to stock transactions throughout this Annual Report are
expressed in terms of their post-split equivalents, unless we indicate otherwise
in the context.
BUSINESS OF THE COMPANY
We are currently pursuing what we perceive to be promising opportunities in
mineral exploration. Since mid-2003 we have been in negotiation with officials
of the Republic of Tajikistan to acquire interests in certain properties that
have known occurrences of valuable minerals, including gold, silver, tungsten,
aluminum, and perhaps others. We do not currently have a producing mine or
reserves of ore.
Tajikistan, in central Asia, was formerly part of the U.S.S.R., gaining its
independence in 1991. Tajikistan adopted a new constitution in 1994, which
restored the office of President, transformed the Soviet-era "Supreme Soviet"
into the Supreme Assembly, recognized civil liberties and property rights, and
provided for a judiciary. However, factionalism led to a five-year civil war,
which ended in a peace agreement in 1997 and a new republican government, with
executive and legislative branches and a judiciary, implemented in 2000.
Attention in the wake of the war in Afghanistan has brought increased economic
development assistance, which analysts believe could create jobs and increase
stability in the long term. The country is seeking World Trade Organization
membership and has joined NATO's Partnership for Peace.
Tajikistan is known to have significant natural resources, including
hydropower, uranium, some petroleum, mercury, brown coal, lead, zinc, antimony,
tungsten, silver, and gold. The civil war (1992-1997) severely damaged the
already weak economic infrastructure and caused a sharp decline in industrial
and agricultural production. Since the war, however, economic growth has been
steady, with a rate of 5% for the year 2002 (estimated). A debt restructuring
agreement was reached with Russia in December 2002, which included an interest
rate of 4%, a 3-year grace period, and a US$49.8 million credit to the Central
Bank of Tajikistan. A
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number of foreign corporations are currently active in
Tajikistan in the exploration, development, and production stages.
We have been engaged in discussions with officials of the government of
Tajikistan regarding the acquisition of exploration rights to certain properties
where mineral deposits are known to exist. In March of 2004 we completed a
formal agreement with the Tajikistan Ministry of Industry granting us exclusive
mineral exploration and development rights in a 400 square kilometer area of
southeastern Tajikistan known as the Rushan Complex. See Item 2 - Description of
Property.
We have entered into key-employee contracts with two Tajik nationals who
will assist us in business development there, to include establishing and
managing our Tajikistan offices and corporate infrastructure, liaison with the
appropriate ministers and other federal and local governmental authorities,
translation, and various other functions which may be important or essential to
the establishment and continuation of our proposed exploration activities (see
"Employees" below). At an appropriate future date, we intend to either employ or
contract appropriate experts in the field of mineral exploration.
Subsequent to the period covered by this report, we employed Dr. Vladislav
Minaev as our Chief Geologist. We understand Dr. Minaev to be Tajikistan's
recognized leading authority on the Rushan Complex, as he was originally
involved in the Pamir Expedition's exploration of the property during 1971-77.
He continued to work on the property throughout the further exploration and
independent study performed by Kilborn Engineering in 1997-98. Dr. Minaev was
introduced to us and recommended by the Minister of Industry during Management's
most recent trip to Dushanbe.
We currently have no cash or sources of financing. Our President has
advanced funds to us for our business planning activities, but is under no
obligation to continue to do so. We are attempting to obtain equity financing in
the form of a private placement of our stock so that we can commence exploration
operations if and when we reach a satisfactory agreement with the government of
Tajikistan.
FACILITIES
We currently occupy office space provided to us at no cost by our
President, Matthew Markin. Mr. Markin is under no obligation to continue to
provide us free office space for any period of time in the future. Our offices
are located at 11400 West Olympic Boulevard Suite 200, Los Angeles, California
90064. Our telephone number is (310) 445-8819.
We have opened an interim office in Dushanbe, Tajikistan, that will serve
as our local base for our operations in Tajikistan and provide working space for
our three employees there. Our president, Mr. Markin, has advanced the occupancy
costs through December 31, 2005.
EMPLOYEES
We currently have four employees, our sole executive officer, and our three
contract employees in Tajikistan. Once the office in Dushanbe is opened, we
expect to recruit two or three additional office staff. If and when we acquire
funding to proceed with exploration in the IKAR region, we expect to either hire
or contract additional staff for positions in the office and in the field.
However, we have not yet determined how many or what those positions will be.
RISK FACTORS
An investment in our securities involves certain risks, including those
enumerated below. You should consider the following specific risks before making
an investment in our securities.
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EXPLORATION FOR ECONOMIC DEPOSITS OF MINERALS IS SPECULATIVE.
The business of mineral exploration is very speculative, since there is
generally no way to recover any of the funds expended on exploration unless the
existence of mineable reserves can be established and the Company can exploit
those reserves by either commencing mining operations, selling or leasing its
interest in the property, or entering into a joint venture with a larger
resource company that can further develop the property to the production stage.
We expect to expend considerable funds before we are able to determine whether
we have a commercially mineable ore body. Should we fail to find adequate
valuable minerals before our funds are exhausted, and if we cannot raise
additional capital, we will have to discontinue operations, which could make our
stock valueless.
WE MAY NOT BE ABLE TO CONTINUE IN BUSINESS.
Our independent auditor's report for the year ended December 31, 2005
expresses substantial doubt about our ability to continue as a going concern.
Inasmuch as we are in the exploration stage and do not know when, if ever, we
will generate revenues from operations, unless we raise additional capital or
obtain some other source of funding, we will have to discontinue operations
which could result in a loss on your investment.
-5-
OUR CURRENT MANAGEMENT LACKS EXPERIENCE IN THE BUSINESS OF MINERAL EXPLORATION.
Our Directors and Executive Officers lack significant experience or
technical training in exploring for precious mineral deposits and developing
mines. We intend to recruit management and advisory personnel who have such
experience, but until we do our management may not be fully aware of many of the
specific requirements related to working within this industry. Their decisions
and choices may not take into account standard engineering or managerial
approaches such as mineral exploration companies commonly use. Thus, our
operations, earnings, and ultimate financial success could suffer irreparable
harm due to management's lack of experience in the industry.
OUR SOLE EXECUTIVE OFFICER AND DIRECTOR MAY NOT BE ABLE TO DEVOTE ADEQUATE TIME
TO OUR BUSINESS.
Our sole executive officer, Matthew Markin, is engaged and may continue to
engage in other business activities that may make demands on his working hours
that are in conflict with our needs. We cannot be certain that any such
conflicts will be resolved in our favor. It is possible that such conflicts
could prove detrimental to our business.
WE EXPECT TO ISSUE ADDITIONAL COMMON SHARES IN THE FUTURE WHICH WOULD DILUTE THE
OUTSTANDING SHARES.
As of December 31, 2005, approximately 281,881,035 shares of our common
stock were authorized but unissued including 699,301 reserved for the possible
exercise of options. These shares may be issued in the future without
stockholder approval. The prices at which we sell these securities and other
terms and provisions will depend on prevailing market conditions and other
factors in effect at that time, all of which are beyond our control. Shares may
be issued at prices which are less than the then-current market price of our
common stock.
WE HAVE NO MINING OPERATIONS, AND DO NOT KNOW IF WE WILL EVER REACH THE
DEVELOPMENT STAGE.
We currently have no revenues from operations, no mining operations, and no
reserves. We may never reach the development stage, and if we do investors in
our shares will face additional risks, hazards and uncertainties, including gold
bullion losses, environmental hazards, industrial accidents, labor disputes,
unusual or unexpected geological formations or other geological or grade
problems, unanticipated ground or water conditions, cave-ins, pit wall failures,
flooding, rock falls, periodic interruptions due to inclement or hazardous
weather conditions, other unfavorable operating conditions and other acts of
God. Such risks could result in damage to or destruction of mineral properties
or costs that make further activities prohibitively expensive.
WE MAY BE SUBJECT TO EXTRAORDINARY BUSINESS RISKS RELATED TO CONDUCTING BUSINESS
OPERATIONS IN A DEVELOPING COUNTRY.
We propose to explore for valuable minerals in Tajikistan, a
newly-independent country that was part of the Former Soviet Union. We may face
additional risks and uncertainties there such as political instability, currency
exchange losses, inadequate infrastructure, security issues, cultural conflicts,
civil strife, government policy changes, and others. We intend to insure against
such risks to the extent practical; however, we may experience interruptions in
our activities, financial losses, or even cessation of our activities there as a
result of such risks.
FORWARD LOOKING STATEMENTS
This Current Report contains "forward-looking statements." Forward-looking
statements involve known and unknown risks and uncertainties that may cause the
company's actual results in future periods to differ materially from forecasted
results. These may include statements contained under "Risk Factors,"
"Management's Discussion and Analysis" and "Business." The following statements
are or may constitute forward-looking statements:
o statements before, after or including the words "may," "could,"
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"should," "believe," "expect," "future," "potential," "anticipate,"
intend," "plan," estimate" or "continue" or the negative or other
variations of these words; and
o other statements about matters that are not historical facts.
We may be unable to achieve future results covered by the forward-looking
statements. The statements are subject to risks, uncertainties and other factors
that could cause actual results to differ materially from the future results
that the statements express or imply. Please do not put undue reliance on these
forward-looking statements, which speak only as of the date of this Current
Report. In particular, as an exploration stage company our future is highly
uncertain.
ITEM 2. DESCRIPTION OF PROPERTY.
Our agreement with the government of the Republic of Tajikistan grants us
exclusive rights to explore, and if warranted to develop, sites of our choosing
within a 400 square kilometer area of southeastern Tajikistan known as the
Rushan Complex. A great deal has been reported about the geology and
mineralization of the region during a period of extensive exploration under the
former Soviet regime from 1970 through 1977. After studying the available
literature, including the comprehensive 1978 technical report of the "Pamir
Expedition", and an independent study in 1997-98 by Kilborn Engineering of
Alberta, we have elected to conduct further exploration in the mineralized zone
known as the IKAR Deposit.
The Pamir Expedition identified 10 "mineralized zones" in the IKAR Deposit,
of which six have been designated "ore bodies." To facilitate identification,
and because we have not evaluated the sites to determine the existence of
recoverable ores according to Western industry standards, we will use the term
"mineralized units" when referring to the structures the Soviet report
identifies as "ore bodies."
Subsequent to the period covered by this report, we elected to commence our
exploration activities in Tajikistan in the Ikar Deposit. The Soviet exploration
documents indicate this tungsten/gold deposit as having, on the surface, 8
mineralized segments which have been identified along a trend extending for
approximately 1km. Trenches 1m wide by 1m deep totaling 2183 meters, have been
excavated and sampled across mineralization which varies in width from 0.6 to
3.9 meters. An Adit (i.e., and underground passage), excavated at an elevation
level of 2770 meters is documented to be 2354 meters (2.35 Kilometers / 1.46
miles) deep consisting of 2m wide by 3m high drifts and crosscuts (horizontal
tunnels cut to gain access to the vein), some 160-340 meters beneath the surface
exposures. During this Soviet exploration period, diamond drilling was completed
from surface (5 holes totaling 1515 meters) and underground (17 horizontal holes
totaling 2737 meters and 12 holes angled down totaling 2978 meters) in all
totaling 7230 meters (7.23 kilometers / 4.493 miles).
The Soviet compilation of these exploration results indicate average grades
of various mineralized units that range from 2 - 9 gms/tonne gold, 2-9 gms/tonne
silver, 0.1 - 0.8% tungsten oxide, 0.1 - 0.4% copper and 0.05 - 0.4% cobalt.
These results were broadly confirmed by Kilborn Engineering, an independent,
internationally recognized North American mining and engineering corporation
based in Alberta, Canada, subject to certain qualifications on sample sizes and
exact locations. Soviet Exploration grades reported within the silver deposit
indicate mineralization ranging between several grams silver per tonne and
22,790 grams silver, per tonne. These were identified in fault and fracture
controlled quartz veins across widths varying between 0.5 to 1.5 meters. Many
veins and structures are listed within the 1978 Soviet exploration documents,
but maps and section identifications have not yet been made available. Current
evaluations regarding procedures to clarify and confirm these measurements to
western metal measurement standards are being addressed.
We have engaged Arctex Engineering Services to consult with us on the
development of an exploration plan for the IKAR Deposit and possibly other
properties.
-7-
Under the terms of our agreement with the Tajikistan Ministry of Industry
(the "Ministry") we are to submit an exploration plan and budget for each site
we propose to explore. At that time the Ministry and we will discuss and arrive
at an agreement as to royalty or other compensation arrangements in the event
the results of exploration warrant development of the property.
Although specifics of our proposed exploration plan remain to be
determined, in general we intend to follow the recommendations for exploration
of the IKAR Deposit contained in the Kilborn Engineering 1998-99 Report. Work
will be done to clean up all the overburden, reinforce and clean the original
Adit and commence a drilling program, which would be similar to the original
drilling program completed by the Pamir Expedition during it's exploration
program of 1971-77. The property will be drilled out according to the original
drill program and the new core will be split and samples will be assayed under
extreme security and stringent western assay principals. These assays would be
performed in countries outside of Tajikistan including Germany and Canada.
ITEM 3. LEGAL PROCEEDINGS.
Merrill Lynch Canada Inc. ("Merrill Lynch") filed suit against the Company
on June 26, 2001, seeking damages in connection with an alleged dispute related
to the sale of restricted shares of the Company's common stock to Merrill Lynch
by a non-affiliate stockholder. The case is captioned "Merrill Lynch vs.
Digitial Video Display Technology, and others" and is identified as Action No.
S-004012 in the Vancouver Law Court, Supreme Court of British Columbia. The case
is in its very early stages, and our legal counsel has not yet formed an opinion
as to the merits of the suit or the likely outcome.
We are not aware of any other current or threatened legal proceedings
disclosable under this item.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to a vote of security holders during the
period.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
We have one class of equity security designated as common stock, $.001 par
value, of which on March 31,2005 51,820,458 shares were outstanding among 68
shareholders of record plus an unknown number of street name holders. Our common
stock is quoted on the Over-the-Counter Bulletin Board ("OTC-BB") using the
symbol "AJKM.OB".
Following is a chart of the approximate high and low bid prices for our shares
during the indicated periods. The quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not represent actual
transactions.
Quarter Ended High Bid Low Bid
-------------------- -------- -------
March 31, 2003 $8.22 @1.28
June 30, 2003 $1.43 $ .21
September 30, 2003 $1.43 $ .01
December 31, 2003 $ .86 $ .35
-8-
We have outstanding an option to purchase 699,301 common shares at $.21 per
share until July 2011.
On August 1, 2003 we issued to 19 individuals a total of 16,999,984
restricted shares in settlement of principal and interest due on cash loans made
to the company in 2001. In accordance with an opinion of counsel, the shares
were deemed issued as of the dates of the original loans. Accordingly, the
shares may currently be eligible for resale pursuant to Rule 144(k) under the
Securities Act of 1933, as amended. To our knowledge, each of the 19 individuals
exercises sole voting and dispositive control over his or her shares, and there
is no voting agreement or other arrangement respecting the stock between or
among any of the individuals.
We have paid no dividends to date. The Board of Directors has the authority
to declare and pay dividends from available Company funds.
The transfer agent and registrar for our common stock is Pacwest Transfer
LLC, of Warrenton, Virginia.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Uncertainty as to Certain Accounts Payable
After much review of our corporate files, books and records, we have concluded
that $450,465 of our Accounts Payable and $356,477 of our Related Parties
Payable carried forward from previous management was done so in error. To
correct the error we have reduce the 2003 Retained Earnings by 806,942.
We are restating the Form 10-KSB ending December 31, 2005, due to a regulatory
review of period ending June 30, 2006, the Accounts Payable and Related Parties
Payable issue should not have been written off to "Other Income" column, but
against Retained Earnings.
December 31, 2005 versus 2004
Operating expenses for the period decreased to $331,088 in 2005 compared to
$413,191 for the comparable period in 2004. Executive compensation was $277,001,
vs. 252,000 for fiscal year 2004 (see Item 10 - Executive Compensation below).
As the company had no cash resources, expenses were funded by issuance of common
stock, by loans subsequently settled by the issuance of our common stock, and by
an increase in the Related Party Payable account.
Plan of Operation
We currently have no cash or sources of cash to fund operations. We have
suspended our proposed activities in mineral exploration in the Republic of
Tajikistan because of our inability to secure funding, and are currently
exploring other business opportunities. Our ability to resume mineral
exploration, or to acquire or start another business, will likely depend upon
our success in raising capital through stock sales or some other means, of which
we cannot be certain.
-9-
ITEM 7. FINANCIAL STATEMENTS.
ANGLOTAJIK MINERALS, INC.
(A company in the Exploration Stage)
FINANCIAL STATEMENTS
December 31, 2005 and 2004
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C O N T E N T S
Report of Independent Registered Public Accounting Firm...................3
Balance Sheets............................................................4
Statements of Operations..................................................5
Statements of Stockholders' Equity........................................6
Statements of Cash Flows..................................................9
Notes to the Financial Statements........................................11
-11-
Report of Independent Registered Public Accounting Firm
To the Audit Committee and Shareholders
Intercontinental Resources, Inc.(formerly known as Anglotajik Minerals, Inc.)
We have audited the accompanying balance sheets of Intercontinental Resources,
Inc. (Formerly known as Anglotajik Minerals, Inc) as of December 31, 2005 and
2004 and the related statements of operations, stockholders' equity and
comprehensive income and cash flows for the years then ended and for the period
December 31, 1998 (inception) to December 31, 2005. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with standards of the PCAOB (United
States). Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no
such opinion. 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, the aforementioned financial statements present fairly, in all
material respects, the financial position of Intercontinental Resources, Inc.
(formerly known as Anglotajik Minerals, Inc.) as of December 31, 2005 and 2004
and the results of its operations and cash flows for the years then ended and
for the period December 31, 1998 (inception) to December 31, 2005 in conformity
with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 7, the Company's
operating loss and lack of working capital raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to those
matters are also described in Note 7. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Chisholm, Bierwolf & Nilson, LLC
Bountiful, Utah
April 14, 2006 except for Note 1, 5 and 8 dated October 3,2006.
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Anglotajik Minerals, Inc.
(A Company in the Exploration Stage)
Balance Sheet
December 31,
ASSETS 2005
(Restated)
-----------
Current Assets
Cash .......................................................... $ --
-----------
Total Current Assets
-----------
-----------
Total Assets .............................................. $ --
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Bank Overdraft ............................................... $ 8
Note Payable .................................................. 28,343
Accounts Payable .............................................. --
Accrued Expenses .............................................. 17,706
Accrued Compensation .......................................... 353,176
Interest Payable
9,795
Note Payable - Related Party .................................. 10,828
-----------
Total Current and Total Liabilities ....................... 419,856
-----------
Stockholders' Deficit
Common Stock, $.001 Par Value, 300,000,000 Shares Authorized;
51,820,458 Shares Issued and Outstanding, respectively ...... 51,820
Additional Paid-In Capital .................................... 4,639,080
Deficit Accumulated During the Exploration Stage .............. (5,110,756)
-----------
Total Stockholders' Deficit ............................... (419,856)
-----------
Total Liabilities and Stockholders' Deficit ............... $ --
===========
The accompanying notes are an integral part of these financial statements.
-13-
Anglotajik Minerals, Inc.
(A Company in the Exploration Stage)
Statements of Operations
Cumulative During
For the Years Ended the Exploration
December 31, December 31, Stage
2005 2004 2005
(Restated) (Restated)
------------ ------------ ------------
Revenue ................................... -- -- --
------------ ------------ ------------
Operating Costs and Expenses
Operating and
administrative expenses ................. $ 328,536 $ 410,639 $ 4,953,142
Depreciation expense ................... -- -- 5,562
Amortization expense ................... -- -- 16,500
------------ ------------ ------------
Total operating costs and expenses ..... 328,536 410,639 4,975,204
------------ ------------ ------------
Loss from operations ...................... (328,536) (410,639) (4,975,204)
------------ ------------ ------------
Non-operating Income
Dividend income ........................ -- -- 1,212
Gain on cancellation of contracts....... -- -- 90,604
Loss on disposal of assets ............. -- -- (59,641)
------------ ------------ ------------
Total non-operating income ......... -- -- 32,175
------------ ------------ ------------
Interest Expense .......................... (2,552) (2,551) (167,727)
------------ ------------ ------------
Net loss before income taxes (331,088) (413,190) (5,110,756)
Provision for income taxes ................ -- -- --
------------ ------------ ------------
Net loss ............................ $ (331,088) $ (413,190) $ (5,110,756)
============ ============ ============
Loss per common share - basic ............. $ (0.01) $ (0.02) $
Weighted average common shares - basic .... 35,425,663 19,120,458
The accompanying notes are an integral part of these financial statements.
-14-
Anglotajik Minerals, Inc.
(A Company in the Exploration Stage)
Statements of Stockholders' Deficit
From December 31, 1998 through December 31, 2005
Common Stock Accumulated
-------------------------------------- Additional Deficit During
Deferred Paid-In Exploration
Shares Amount Subscribed Compensation Capital Stage
----------- ------------ ------------ --------------- --------------- -----------------
Issuance of shares to
Company's officers and
directors for cash
in August 1997 1,469 $ 2 - $ - $ 9,999 $ -
Net loss for the year ended
December 31, 1997 - - - - - (998)
----------- ------------ ------------ --------------- --------------- -----------------
Balance December 31, 1997 1,469 2 - - 9,999 (998)
Shares issued for cash at
$135.81 per share less
$5,365 issuance cost 1,469 1 - - 194,634 -
Shares issued for
distribution rights at
$136.05 per share 147 - - - 20,000 -
Net loss for the year ended
December 31, 1998 - - - - - (34,513)
----------- ------------ ------------ --------------- --------------- -----------------
Balance December 31, 1998 3,084 3 224,633 (35,511)
Cancellation of shares (1,615) 2 - - (19,998) -
Shares issued for patent
rights at $142.86 per share 140 - - - 20,000 -
Shares issued for services
at $147.06 per share 17 - - - 2,500 -
Net loss for the year ended
December 31, 1999 - - - - - (806,793)
----------- ------------ ------------ --------------- --------------- -----------------
Balance, December 31, 1999 1,626 1 - - 227,135 (842,304)
Shares issued for services
at $14,920.60 per share 5 - - - 74,603 -
Cancellation of shares for
patent rights (140) - - - (20,000) -
Shares issued for services
at $10,500.00 per share 7 - - - 73,500 -
Net loss for the year ended
December 31, 2000 - - - - - (1,305,397)
----------- ------------ ------------ --------------- --------------- -----------------
Balance, December 31, 2000 1,498 1 - - 355,238 (2,147,701)
-15-
Anglotajik Minerals, Inc.
(A Company in the Exploration Stage)
Statements of Stockholders' Deficit
From December 31, 1998 through December 31, 2005
Common Stock Accumulated
-------------------------------------- Additional Deficit During
Deferred Paid-In Exploration
Shares Amount Subscribed Compensation Capital Stage
----------- ------------ ------------ --------------- --------------- -----------------
Shares issued to retire
accounts payable at
$100.10 per share 2,098 $ 2 - $ - $ 209,998 $ -
Shares issued to retire
accounts payable for
$1.52 per share 419,580 420 - 637,505 -
Shares issued for services
at $46.48 per share 13,986 14 - - 649,986 -
Deferred compensation for
issuance of 13,986 options - - - (400,000) 400,000 -
Deferred compensation expense - - - 20,000 - -
Net loss for the year ended
December 31, 2001 - - - - - (867,521)
----------- ------------ ------------ --------------- --------------- -----------------
Balance, December 31, 2001 437,162 437 - (380,000) 2,252,727 (3,015,222)
Shares issued for services
at $3.58 per share 20,979 21 - 74,979 - -
Shares issued for mining
rights at $3.58 per share 27,972 28 - 99,972 - -
Shares issued for cash
at $17.88 per share 13,986 14 - 249,986 - -
Shares issued for services
at $11.44 per share 27,972 28 - 319,972 - -
Shares issued for mining
rights at $3.58 per share 111,888 112 - 399,888 - -
Shares issued for services at
$11.44 per share 27,972 28 - 319,972 - -
Share subscribed to relieve
liabilities and services
at $1.00 per share - - 88,000 - - -
The accompanying notes are an integral part of these financial statements.
-16-
Anglotajik Minerals, Inc.
(A Company in the Exploration Stage)
Statements of Stockholders' Deficit
From December 31, 1998 through December 31, 2005
Common Stock Accumulated
-------------------------------------- Additional Deficit During
Deferred Paid-In Exploration
Shares Amount Subscribed Compensation Capital Stage
----------- ------------ ------------ --------------- --------------- -----------------
Deferred compensation cost - $ - - $ 100,000 $ - $ -
Net loss for the year ended
December 31, 2002 - - - - - (772,010)
----------- ------------ ------------ --------------- --------------- -----------------
Balance, December 31, 2002 667,932 668 88,000 (280,000) 3,717,496 (3,787,232)
Shares issued to relieve
common stock subscribed 7,692 8 (88,000) - 87,992 -
Cancellation of shares for
mining rights (139,860) (140) - - (499,860) -
Shares issued for relief of
accrued expenses at $4.83
per share 2,797 3 - - 13,497 -
Shares issued to relieve
payables at $7.15 per share 13,986 14 - - 99,986 -
Shares issued to an officer to
relieve officer advances
at $0.35 per share 286,713 286 - - 99,714 -
Shares issued to an officer
for services at $0.36
per share 279,721 280 - - 99,720 -
Shares issued to relieve
interest payables at $0.009
per share 16,999,984 17,000 - - 133,519 -
Shares issued for services
at $0.37 per share 1,000,000 1,000 - - 369,000 -
Rounding due to 1:43 reverse
split and a 2:1 forward split 1,493 1 - - - -
Deferred compensation cost - - - 280,000 - -
Correction of prior period
error on accounts payable - - - - - 356,477
Correction of prior period
error on note payable -
related party - - - - - 450,465
----------- ------------ ------------ --------------- --------------- -----------------
Net loss for the year ended
December 31, 2003 - - - - - (1,386,188)
----------- ------------ ------------ --------------- --------------- -----------------
Balance, December 31, 2003 19,120,458 19,120 - - 4,121,063 (4,366,478)
-17-
Anglotajik Minerals, Inc.
(A Company in the Exploration Stage)
Statements of Stockholders' Deficit
From December 31, 1998 through December 31, 2005
Common Stock Accumulated
-------------------------------------- Additional Deficit During
Deferred Paid-In Exploration
Shares Amount Subscribed Compensation Capital Stage
----------- ------------ ------------ --------------- --------------- -----------------
Net loss for the year ended
December 31, 2004 - - - - - (413,190)
----------- ------------ ------------ --------------- --------------- -----------------
Balance, December 31, 2004 19,120,458 19,120 - - 4,121,063 (4,779,668)
Shares issued to settle
accounts payable for
consulting services at
$0.009 per share 3,916,434 3,916 - - 30,369 -
Shares issued to settle
accounts payable for
printing and reproduction - - 31,320 -
services at $0.009
per share 3,916,434 3,916 - - 31,320 -
Shares issued to settle
debts to President and
shares issued for stock-
based compensation at
$0.017 per share 24,867,132 24,867 - - 456,328 -
Net loss for the year ended
December 31, 2005 - - - - - (331,088)
----------- ------------ ------------ --------------- --------------- -----------------
Balance, December 31, 2005 51,820,458 $ 51,820 - $ - $ 4,639,080 $ (5,110,756)
=========== ============ ============ =============== =============== =================
The accompanying notes are an integral part of these financial statements.
-18-
Anglotajik Minerals, Inc.
(A Company in the Exploration Stage)
Statements of Cash Flows
For the Years Ended Cumulative
December 31, During the
For the Years Ended Exploration
December 31, Stage
---------------------------------- December 31,
2005 2004 2005
(Restated) (Restated)
---------------- --------------- --------------
Cash Flows from Operating Activities
Net loss $ (331,088) $ (413,190) $ (5,110,756)
Adjustment to reconcile net loss to net
cash used in operating activities:
Stock issued for stock-based
employee compensation 70,125 - 1,912,844
Stock issued for services - - 1,969,181
Amortization and depreciation
expense - - 22,062
Deferred compensation expense - - 400,000
Gain on cancellation of
amortization - - (90,604)
Loss on disposal of assets - - 59,641
Change in assets & liabilities:
Increase (decrease) in
accounts payable - (3,629) -
Increase (decrease) in wages
payable 234,427 252,000 279,328
Increase (decrease) in note
payable 28,343
Increase in interest payable 2,552 2,551 9,795
Increase (decrease) in related
party payable 14,347 - 10,828
Increase in accrued expense 9,573 124,961 91,554
---------------- ------------- ---------------
Net Cash used in operating (64) 37,307 (417,784)
activities
---------------- ------------- ---------------
Cash Flow from Investing Activities
Acquisition of assets - - (65,203)
---------------- ------------- ---------------
Net cash used in investing activities - - (65,203)
---------------- ------------- ---------------
Cash Flow from Financing Activities
Proceeds received from issuance of
stock - - 454,636
Proceeds from bank overdraft (8) - 30,591
Payment on bank overdraft - - (30,583)
Payment on line of credit - - (842,156)
Proceeds received from line of credit - - 870,499
---------------- ------------- ---------------
Net cash provided by financing activities (8) 36,785 482,987
---------------- ------------- ---------------
-19-
Anglotajik Minerals, Inc.
(A Company in the Exploration Stage)
Statements of Cash Flows
For the Years Ended Cumulative
December 31, During the
For the Years Ended Exploration
December 31, Stage
---------------------------------- December 31,
2005 2004 2005
(Restated) (Restated)
---------------- --------------- --------------
Net increase (decrease) in cash (72) (522) -
Cash and cash equivalents at (Inception)
December 31, 2005 and 2004 72 594 -
Cash and cash equivalents at December 31,
2005 and 2004 $ - $ 72 $ -
================ =============== ==============
During the years ended December 31, 2005 and 2004, no amounts were paid for
either interest or income taxes.
In March 2005, the company issued restricted common shares to satisfy debts
occurred in 2003 and 2004. The company issued 3,916,434 in restricted common
shares for 2004 printing and reproduction expense valued at $35,237, as well as
3,916,434 in restricted common shares for 2004 consulting expense valued at
$34,285. The company issued 24,867,132 restricted common shares in lieu of the
company's debt to the President for 2003 and 2004 for wages payable of $320,773,
advance from shareholder of $47,376 and vacation accrued of $42,922, and 2005
wages payable of $66,000 and vacation accrued of $4,125.
On October 13, 2003, the company issued 1,000,000 common shares for legal
services valued at $370,000.
In August 2003 the company issued 16,999,984 common shares to shareholders in
exchange for interest payable of $150,519.
In July 2003 the Company issued 286,713 common shares to the President to
relieve an advance of $48,773 and set up a receivable of $51,227. Also in July
2003 a $100,000 signing bonus was paid via the issuance of 279,720 common
shares.
-20-
In May 2003 the Company issued 2,797 common shares in exchange for consulting
expenses of $13,500. Also in May 2003 the Company issued 13,986 common shares to
the President pursuant to a stock option agreement, to relieve $100,000 in
officer advances and consulting fees payable.
In April 2003 the mining rights contract and the related shares were cancelled.
In June 2002 the Company issued 20,797 shares of its common stock for consulting
services of $75,000.
-21-
Anglotajik Minerals, Inc.
(A Company in the Exploration Stage)
Notes to the Financial Statements
NOTE 1 - Summary of Significant Accounting Policies
a. Organization
Anglotajik Minerals, Inc. (the "Company") was incorporated in the State of
Nevada in August 1997, under the name Meximed Industries, Inc. In January
1999 the Company changed its name to Digital Video Display Technology
Corporation and in July 2001 to Iconet, Inc. With new management in the
middle of 2003 the company again changed its name to Anglotajik Minerals,
Inc. The Company is considered to be in the exploration stage as its
operations principally involve research and exploration, market analysis, and
other business planning activities, and no revenue has been generated from
its business activities.
These financial statements have been prepared assuming that the Company will
continue as a going concern. The Company is currently in the exploration
stage and existing cash and available credit are insufficient to fund the
Company's cash flow needs for the next year. The Company plans to raise
additional capital through private placements. The preparation of financial
statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results could differ
from those estimates.
b. Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents. As of December 31, 2005, and 2004, the Company
held no cash equivalents.
c. Fair Value of Financial Instruments
Unless otherwise indicated, the fair values of all reported assets and
liabilities which represent financial instruments (none of which are held for
trading purposes) approximate the carrying values of such amounts.
d. Provision for Income Taxes (Restated)
No provision for income taxes has been recorded due to net operating loss
carryforwards totaling over $5.1 million that can be offset against future
taxable income. These NOL carryforwards begin to expire in the year 2018. No
tax benefit has been reported in the financial statements because the Company
believes there is a 50% or greater chance the carryforward will expire
unused.
-22-
The deferred tax asset and the valuation account is as follows at December
31, 2005 and 2004:
December 31,
-----------------------
2005 2004
(Restated)
----------- -----------
Deferred tax asset:
NOL Carryforward ....................... $ 1,737,657 $ 1,899,447
Valuation allowance .................... (1,737,657) (1,899,447)
----------- -----------
Total .................................. - -
=========== ===========
The components of Income Tax expense are as follows:
December 31,
------------------------
2005 2004
----------- -----------
Current Federal Tax ................. - -
Current State Tax ................... - -
Change in NOL benefit ............... (112,570) (140,484)
Change in allowance ................. 112,570 140,484
----------- -----------
$ - $ -
----------- -----------
e.Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. In these financial statements, assets, liabilities and earnings
involve extensive reliance on management's estimates. Actual results could
differ from those estimates.
f.Earning (Loss) Per Share (Restated)
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards (SFAS) No. 128 Earnings Per Share. Basic loss per share
for each period is computed by dividing net loss by the weighted average
number of shares of common stock outstanding during the period. Diluted loss
per share is computed in a manner consistent with that of basic loss per
share while giving effect to all potentially dilutive common shares that were
outstanding during the period. The number of additional shares is calculated
by assuming that outstanding stock options were exercised and that the
proceeds from such exercises were used to acquire shares of common stock at
the average market price during the reporting period. The weighted averages
for the years ended December 31, 2005 and 2004, and from inception reflect
the reverse stock split of 1:200 that was approved by the board of directors
in July 2001, the 1:143 reverse stock split effective July 16, 2003 and the
2:1 forward split on September 15, 2003.
The computation of earnings (loss) per share of common stock is based on the
weighted average number of shares outstanding at the date of the financial
statements. Outstanding employee warrants have been considered in the fully
diluted earnings per share calculation in 2005 and 2004. However, there were
no common stock equivalent shares and fully diluted is not presented in the
computation as the effect would be anitdilutive.
-23-
December 31,
------------------------
2005 2004
------------ ------------
Basic Earnings Per Share ............... $ (331,088) $ (413,190)
Income (Loss) (numerator) ....... 32,425,663 19,120,458
------------ ------------
Shares (denominator) ............ $ (.01) $ (.02)
============ ============
Fully Diluted Earnings Per Share ......... $ (331,088) $ (413,190)
Income (Loss) (numerator) ... 32,425,663 19,819,759
------------ ------------
Shares (denominator)...................... $ (.01) $ (.02)
============ ============
NOTE 2 - New Technical Pronouncements
In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS
No. 123 (Revised 2004), Share-Based Payment (SFAS 123R). SFAS 123R requires that
compensation cost related to share-based employee compensation transactions be
recognized in the financial statements. Share-based employee compensation
transactions within the scope of SFAS 123R include stock options, restricted
stock plans, performance-based awards, stock appreciation rights and employee
share purchase plans. The Company has previously accounted for any stock-based
employee compensation under Accounting Principles Board (APB) Opinion No. 25,
the effect of which has not been significant in recent periods due to the
absence of such compensation. The provisions of SFAS 123R will be effective
during the first interim fiscal period that begins after December 15, 2005,
during which the Company grants any form of stock-based compensation. Since the
Company has no present plans to award such compensation in the foreseeable
future, the likely effect of adoption cannot be predicted at this time.
In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error
Corrections, a Replacement of APB Opinion No. 20 and SFAS No. 3. SFAS No. 154
replaces APB Opinion No. 20, Accounting Changes and SFAS No 3, Reporting
Accounting Changes in Interim Financial Statements and changes the requirement
for the accounting for and reporting of a change in accounting principles. SFAS
No. 154 applies to all voluntary changes in accounting principles. It also
applies to changes required by an accounting pronouncement in the unusual
instance that the pronouncement does not include specific transition provisions.
When a pronouncement includes specific transition provisions, those provisions
should be followed. The provisions of SFAS No. 154 will be effective for
accounting changes made in fiscal year beginning after December 15, 2005. We do
not presently expect to make any accounting changes that would be affected by
the adoption of SFAS No. 154 that will have a material impact on the Company's
financial condition or operations in the foreseeable future.
-24-
NOTE 3 - Stock Options
The Company applies APB Opinion 25 and related interpretations in accounting for
its stock option plans. No compensation cost has been recognized during the year
ended December 31, 2003. Deferred compensation is recorded only when the market
price exceeds the option price at the grant date. Compensation is recorded using
the straight-line method over the vesting period.
In September 2001 the Company issued an option to purchase 13,986 shares of
common stock at $0.10 per share to a Director of the Company. The Company
accrued $400,000 in deferred compensation costs, as the option price at the
grant date was less than the market price. The option expires in September 2006.
The compensation cost will be accrued over the vesting period. Compensation
costs of $0 and $0 were included in the statements of operation for the years
ended December 31, 2005 and 2004, respectively.
In September 2003 the Company issued an option to purchase 699,301 shares of
common stock at $0.21 per share to a Director of the Company. The Company did
not accrue any deferred compensation costs, as the option price was greater that
the market price on the date of grant. The option expires in July 2011. Had
compensation cost for the Company's stock-based compensation plan been
determined based on the fair value at the grant date for awards under those
plans consistent with the method of FASB Statement 123, the Company's net loss
and loss per share would have been increased to the pro forma amounts indicated
below:
December 31,
2005 2004
----------- -----------
Net loss:
As reported .................... $ 331,088 $ 413,190
Pro forma ...................... $ 331,088 $ 415,504
Loss per share:
As reported .................... $ .01 $ .02
Pro forma ...................... $ .01 $ .02
The Company has determined the pro-forma information as if the Company had
accounted for the stock option granted on July 1, 2003, under the fair value
method of SFAS 123. The Black-Scholes option-pricing model was used with a risk
free interest rate of 4% for December 31, 2005 and December 31, 2004; dividend
yield of 0.0% for ; December 31, 2005 and December 31, 2004 a volatility factor
of 225% and 218% for December 31, 2005 and December 31, 2004.
NOTE 4 - Related Party Transactions
During the years ended December 31, 2005, and 2004, the Company charged $0 and
$38,285, respectively, to consulting expense rendered by directors or
stockholders of the Company. Outstanding balances payable for consulting and
legal fees to these related parties were $0 and $0 at December 31, 2005, and
2004. The Company's president has an accrued wages balance of $279,328 at
December 31, 2005.
The President of Anglotajik Minerals, Inc. advanced the Company funds to pay
expenses. The reimbursed funds advanced totaled $10,828 at December 31, 2005.
In May 2003, the Company issued 13,986 shares of its common stock to the officer
pursuant to a stock option dated September 1, 2001. This issuance relieved
officer advances payable and consulting fees payable by $31,900 and $68,100,
respectively.
In July 2003, the Board of Directors authorized the issuance of 286,713
restricted common shares to the President to relieve the shareholder advance of
$48,773 and for a receivable of $51,227 from the President.
-25-
During the third quarter of 2003, the President was the only member of the Board
of Directors. In July 2003 the Company issued an option to purchase 699,301
shares of common stock at $0.21 per share to a Director of the Company. Also in
July 2003 a signing bonus of $100,000 was paid to the President via the issuance
of 279,720 shares of restricted common stock. Wages payable to the President of
$120,000 for 3rd and 4th quarter of 2003 were accrued during the 2003 year.
Additionally $252,000 in wages payable to the President was accrued during the
2004 year.
During the year ended December 31, 2003, the Company issued a total of
16,999,984 common shares to each of the shareholders to whom interest was due on
the old line of credit. The issuance of these shares relieved the entire
outstanding payable of $150,519.
NOTE 5 - Stockholders' Deficit
In July 2003, the Board of Directors authorized the issuance of 286,713
restricted common shares to the President in exchange for a shareholder advance
of $48,773 and a receivable from the President of $51,227. The President is the
only member of the Board of Directors. Also in July 2003 a signing bonus of
$100,000 was paid to the President via the issuance of 279,720 shares of
restricted common stock.
In July 2003, a reverse stock split of 1:143 was authorized by the Board of
Directors, and the number of authorized shares was increased to 300 million. The
financial statements have been retroactively restated to reflect the reverse
stock split.
In August 2003, the Company issued 16,999,984 common shares to the shareholders
to whom interest was due on the line of credit. The issuance of these shares
relieved the entire outstanding payable of $150,519.
In September 2003, a 2:1 forward stock split was authorized by the Board of
Directors. The financial statements have been retroactively restated to reflect
the forward stock split.
On October 13, 2003, the board of directors authorized the issuance of 1,000,000
shares of restricted common stock to a law firm for services valued at $370,000.
In March 2005, the company issued restricted common shares to satisfy debts
occurred in 2003 and 2004. The company issued 3,916,434 in restricted common
shares for 2004 printing and reproduction expense valued at $35,237, as well as
3,916,434 in restricted common shares for 2004 consulting expense valued at
$34,285. The company issued 24,867,132 restricted common shares in lieu of the
company's debt to the President for 2003 and 2004 for wages payable of $320,773,
advance from shareholder of $47,376 and vacation accrued of $42,922, and 2005
wages payable of $66,000 and vacation accrued of $4,125.
NOTE 6 - Commitments and Contingencies
There are various claims and lawsuits pending against the Company arising in the
normal course of the Company's business. Although the amount of liability at
December 31, 2005, cannot be ascertained, management is of the opinion that any
resulting liability will not materially affect the Company's financial position.
Merrill Lynch Canada Inc. has filed suit against the Company regarding a dispute
related to the sale of its restricted common stock by an unrelated third party
to Merrill Lynch. At this time the Company does not know if it will sustain a
loss, or the amount of the loss.
-26-
The Company settled an action by a bank regarding an overdraft. The settlement
carried an interest rate of 9.0% and twelve monthly payments of $3,321. The
Company made three payments before defaulting on this settlement. The amount due
as of December 31, 2005 is $28,343. Related interest of $9,795 has also been
accrued by the Company.
NOTE 7 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has had recurring
operating losses for the past several years and is dependent upon financing to
continue operations. The financial statements do not include any adjustments
that might result from the outcome of uncertainty. It is management's plan to
continue to implement their marketing strategy to generate the necessary revenue
to support operations. The Company's revenues continue to increase, and
management expects to report net income in the coming year. Officers will
continue to advance funds as needed for any shortfalls in cash flows.
These financial statements have been prepared assuming that the Company will
continue as a going concern. The Company is currently in the exploration stage
and existing cash and available credit are insufficient to fund the Company's
cash flow needs for the next year. The Company plans to raise additional capital
through private placements. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results could differ from those estimates.
NOTE 8 - RESTATEMENT AND RECLASSIFICATION
We have restated our financial statements for the year ended December 31, 2005,
to reflect certain issues identified during a regulatory review of our financial
statements associated with the SEC form 10KSB filing on April 20, 2006 which is
pending effectiveness as of the date of this 10KSB/A filing. Our management and
our board of directors have concluded this restatement is necessary to reflect
the changes described below. There was no effect on cash provided by operating
activities or cash used by investing and financing activities as a result of
these corrections.
Revisions affecting our consolidated statement of operations:
o Due to correction error on accounts payable we have reduced the
accounts payable by $356,477. We have restated the balance sheet to
show the appropriate outstanding accounts payable. After the
reclassification, there was no effect on our net income (loss) for the
year-ended December 31, 2005 and the retained earnings (deficit) was
reduced to ($5,561,222) as a result of this error correction.
o Due to correction error on related party payable, we have reduced the
related party payable by $450,465. We have restated the balance sheet
to show the appropriate outstanding related party payable. After the
reclassification, there was no effect on our net income (loss) for the
year ended December 31, 2005.
A summary of the effects of these changes is as follows:
-27-
================================================================================================================================
Anglotajik Minerals, Inc.
(A Company in the Exploration Stage)
Balance Sheets
For Year Ended December 31, 2005
-------------------------------------------------------------------------------------------------------------------------------
As
Originally
Reported As Restated Change
ASSETS ------------- ------------- -------------
Current Assets
Cash ............................................................. $ - $ - $ -
------------- ------------- -------------
Total Current Assets ...................................... - - -
------------- ------------- -------------
Total Assets .............................................. $ - $ - $ -
============= ============= =============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Bank Overdraft ................................................... $ 8 $ 8 $ -
Accounts Payable ................................................. 356,477 - (356,477) (b)
Accrued Expenses ................................................. 381,710 17,706 (364,004) (c)
Accrued Compensation ............................................. - 353,176 353,176 (c)
Interest Payable ................................................. 9,795 9,795 -
Notes Payable - Current .......................................... 28,343 28,343 -
Note Payable - Related Party ..................................... 450,465 10,828 (439,637) (c)(b)
------------- ------------- -------------
Total Current and Total Liabilities ............................. 1,226,798 419,856 (806,942)
Stockholders' Deficit
Common Stock, $.001 Par Value, 300.000,000
Shares Authorized; 51,820,458 Shares Issued
and Outstanding, respectively .................................... 51,820 51,820 -
Additional Paid-In Capital ....................................... 4,639,080 4,639,080 -
Deficit Accumulated During the Exploration Stage ................. (5,917,698) (5,110,756) 806,942 (a)
------------- ------------- -------------
Total Stockholders' Deficit ............................... (1,226,798) (419,856) 806,942
Total Liabilities and Stockholders' Deficit ............... - - -
============= ============= =============
-------------------------------------------------------------------------------------------------------------------------------
(a) Increase due to reclassification of payable.
(b) Decrease due to reclassification of payable.
(c) Due to reclassification of accrued expense to accrued compensation and note payable - related party.
================================================================================================================================
-28-
Anglotajik Minerals, Inc
(A Company in the Exploration Stage)
Statements of Operations
For Year Ended December 31, 2005
As
Originally As
Reported Restated Change
------------- ----------- ------------
Revenue
- - -
------------- ----------- ------------
Operating Costs and Expenses
Operating and administrative expenses $ 328,536 $ 328,536 $ -
Depreciation expense - - -
Amortization expense - - -
------------- ----------- ------------
Total operating costs and expenses 328,536 328,536 -
------------- ----------- ------------
Non-operating Income
Dividend income - - -
Gain on cancellation of contracts - - -
Loss on disposal of assets - - -
Interest Expense (2,552) (2,552) -
------------- ----------- ------------
Total non-operating income (2,552) (2,552) -
------------- ----------- ------------
Net loss before income taxes (331,088) (331,088) -
Provision for income taxes
- - -
------------- ----------- ------------
Net loss
$ (331,088) $ (331,088) $ -
============= =========== ============
Loss per common share - basic $ (0.01) $ (0.01) $
Weighted average common shares -
basic 51,820,458 34,425,663
-29-
Anglotajik Minerals, Inc
(A Company in the Exploration Stage)
Statement of Cash Flow
For Year Ended December 31, 2005
====================================================================================================================
As
Originally
Reported As Restated Change
-------------------------------------------------------------------------------------------------------------------
Cash Flows from Operating Activities
Net loss ....................................................... $ (331,088) $ (331,088) $ -
Adjustments to reconcile net loss to net cash used in
operating activities:
Stock issued for stock-based employee compensation ............. - 70,125 70,125 (c)
Stock issued for service ....................................... - - -
Expenses paid by issuance of common stock ...................... 32,700 - (32,700)
Amortization and depreciation expense .......................... - - -
Deferred compensation expense .................................. - - -
Gain on cancellation of amortization ........................... - - -
Loss on disposal of assets ..................................... - - -
Decrease in prepaid expense .................................... - - -
Change in assets & liabilities:
Increase (decrease) in accounts payable ........................ - - -
Increase (decrease) in wages payable ........................... (109,772) 234,427 344,199 (c)
Increase in interest payable ................................... 2,552 2,552 -
Increase (decrease) in related party payable ................... - 14,347 14,347 (c)
Increase in accrued expense .................................... (79,462) 9,573 89,035 (c)
------------ ------------ ------------
Net Cash used in operating activities .......................... (485,070) (64) 485,006 (c)
------------ ------------ ------------
Cash Flow from Investing Activities
Deposits paid .................................................. - - -
Purchase of fixed assets ....................................... - - -
------------ ------------ ------------
Net cash used in investing activities ....................... - - -
------------ ------------ ------------
Cash Flow from Financing Activities
Proceeds received from issuance of stock ....................... 518,017 - (518,017 (c)
Proceeds received from officer advances ........................ (33,027) - 33,027 (c)
Proceeds from bank overdraft ................................... 8 (8) (16)(c)
Payment on bank overdraft ...................................... - - -
Payment of officers advances ................................... - - -
Payment on line of credit ...................................... - - -
Proceeds received from line of credit .......................... - - -
------------ ------------ ------------
Net cash provided by financing activities ................... 484,998 (8) (485,006)(c)
------------ ------------ ------------
Net increase (decrease) in cash ............................. (72) (72) -
Cash and cash equivalents at (Inception) December 31, 2005 .. 72 72 -
------------ ------------ ------------
Cash and cash equivalents at December 31, 2005 .............. $ - $ - $ -
============ ============ ============
-------------------------------------------------------------------------------------------------------------------
(a) Increase due to reclassification of payable.
(b) Decrease due to reclassification of payable.
(c) Due to reclassification of accrued expense to accrued compensation and note payable - related party.
====================================================================================================================
-30-
PART III
Item 8. Changes in and disagreements with accountants on accounting and
financial disclosures.
On February 13, 2004 the board of directors of Anglotajik Minerals, Inc.
appointed the firm of Chisholm, Bierwolf and Nilson of Salt Lake City, Utah to
be the company's certifying accountants for the fiscal year ending December 31,
2003.
Our former auditors, Mark Bailey and Co, notified us in a letter dated
November 14, 2003 that as of December 1, 2003 they will cease to perform audits
for Exchange Act reporting issuers such as us, and accordingly will resign as
auditor for Anglotajik Minerals, Inc. as of that date. Mark Bailey and Co. has
served as our independent auditor since 1999.
On April 7, 2004 we filed with the SEC amended Current Report of Form 8-K
disclosing information about the change of auditing firms. A statement by Mark
Bailey and Co. was included as Exhibit 16 to that amended Current Report. The
information disclosed under Item 4 of that amended Current Report as well as the
entire Exhibit 16 thereto are incorporated by reference into this Annual Report.
Item 8a. Controls and Procedures.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.
Our Chief Executive Officer, who is our principal executive officer and
also serves as our interim principal accounting officer, conducted an evaluation
of the effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as of the end of the period covered by this report (the
"evaluation date"). Based on this evaluation, the officer has concluded as of
the evaluation date that our disclosure controls and procedures were effective
such that the material information required to be included in our periodic
filings with the Securities and Exchange Commission is accumulated and
communicated to management (including the principal executive officer) as
appropriate to allow timely decisions regarding required disclosure and
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms relating to the company.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING.
There were no changes in our internal control over financial reporting
during the year ended December 31, 2005, that materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
Item 8b. Other Information
None.
-31-
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.
The following are our director, executive officer and key personnel.
================================================================================
NAME AGE POSITION(S) SERVICE BEGAN
--------------------------------------------------------------------------------
Matthew Markin President, CEO, CFO June 2003
Director
George Al-Zein Executive Director in Tajikistan October 2003
Gulia Muradova Public Relations Officer October 2003
Vladislav Minaev Chief Geologist February 2003
================================================================================
MATTHEW MARKIN is currently our sole executive officer and director. He holds
graduate degrees in science from Capilano College and the University of British
Columbia, both in Vancouver. Since 1999 Mr Markin has served as president of The
Markin Group of Companies in Los Angeles, California, consultants to large and
small businesses in the areas of strategic planning, business development,
capital formation, mergers and acquisitions, and related matters. From 1992 to
1999 he served as vice president of Canyon Financial Group, and investment
banking firm. Previously, he founded and operated a successful real estate
development company specializing in commercial and apartment buildings. Mr.
Markin currently devotes about 90% of working hours to our affairs.
We know of no existing agreements or arrangements which might result in a
change of control.
Key Personnel
GEORGE AL-ZEIN is Executive Director of Operations in the Republic of
Tajikistan. Mr. Al-Zein has an extensive background consulting in international
business operations and government liaison, including such activities in
Tajikistan. He will oversee the Company's operations in Tajikistan and serve as
our liaison with the various ministries of the federal government and local
authorities.
GULIA MURADOVA is Public Relations Officer for the Company. She is an
internationally registered translator, regularly serving in that capacity for
international conferences. Ms. Muradova was the official translator for the
President of Tajkistan during a recent conference in Dushanbe, and has been
working with the Asian Development Bank offices in Dushanbe.
-32-
DR. VLADISLAV MINAEV is our Chief Geologist (effective subsequently to the
period covered by this report). Dr. Minaev is a 1960 Gold Medal graduate of the
Leningrad Mining Institute (now the St. Petersburg State Mining Institute) Since
1969 Dr. Minaev has served as Scientific Worker, Senior investigator, Scientific
secretary, and Leading Scientific Worker in the Institute of Geology (IG) of
Academy of Sciences, Republik of Tajikistan (Dushanbe, Tajikistan), including
1998-1999 field work as geologist-consultant in "Alpproject" (Kumtor Gold Co.,
Kyrgyz-Canada Joint venture), and as consultant in 2000 to Berne University for
Pamir's mineral resources and natural hazards (for economy planning). Dr. Minaev
has been published in approximately 95 journals and publications.
Compliance with Section 16(a) of the Exchange Act.
To our knowledge, no beneficial owner of our securities who is required to
file reports under Section 16(a) of the Securities Exchange Act of 1934, as
amended, has failed to file any such report as of the date of filing this Annual
Report.
Audit Committee Financial Expert and Code of Ethics
During the fiscal year ended December 31, 2003 we underwent a management
reorganization. Currently, our President, Matthew Markin, serves as Chief
Executive Officer, Chief Financial Officer, principal accounting officer, and
Chairman of the Audit Committee. We have not appointed an independent director
to serve on the Audit Committee who is a "financial expert" as defined by
Section 407 of the Sarbanes-Oxley Act of 2002 and implementing rules promulgated
by the SEC, but expect to do so before the end of our fiscal year ended December
31, 2004. We have not yet adopted a code of ethics pursuant to Section 496 of
the Sarbane-Oxley Act, but expect to do so during the current fiscal year.
Item 10. Executive Compensation
The following table sets forth a summary of compensation received by each
of our officers and directors who received compensation from the Company during
either of our most recent fiscal years.
==============================================================================================
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------ -------------
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) ALL OTHER($) OPTIONS (#)
------------------------------ ----------- ------------ ---------- ------------ -------------
2005 277,001(1) 0 0 0
Matthew Markin ----------- ------------ ---------- ------------ -------------
President, CEO 2004 252,000(1) 0 0 0
----------- ------------ ---------- ------------ -------------
2003 120,000(1) 0 100,000(2) 699,301(3)
------------------------------ ----------- ------------ ---------- ------------ -------------
Randy Miller 2003 68,100(4) 0 0 0
President, CEO
----------------------------------------------------------------------------------------------
(1) Per the Company's employment contract with the President. 100% deferred.
(2) Sign-on bonus paid in 279,720 shares of common stock valued at $.3575 per share
(3) Exercisable at $.21 per share through July 2011.
(4) Paid in shares of Company stock.
==============================================================================================
-33-
No funds were set aside or accrued by the Company during fiscal year 2003 or
2002 to provide pension, retirement or similar benefits for directors or
executive officers.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The following are all of the individuals or groups known to us to be the
beneficial owner of more than five percent of any class of our equity
securities, and each officer and director who is the beneficial owner of
equity securities.
============================================================================================================
TITLE OF CLASS AMOUNT AND
NAME AND ADDRESS OF NATURE OF
BENEFICIAL OWNER POSITION BENEFICIAL PERCENT
OWNERSHIP OF CLASS
------------------------------------------------------------------------------------------------------------
Common Stock Matthew Markin President, Chief Executive 1,265,735(1) 6.4%
$.001 par value 15760 Ventura Blvd. Officer, Acting Chief (direct)
Suite 700 Financial Officer, Director
Encino, CA 91436
Common Stock Randy Miller 1,006,994(2) 5.4%
$.001 par value 8 Gaucho Drive (direct)
Rolling Hills Estates
CA 90274
Common Stock Weir & Foulds LLP 1,000,000(3) 5.0%
$.001 par value c/o Wayne Egan (direct)
Barrister & Solicitor
130 King St. West Ste 1600
Toronto, ON M5X 1J5 CANADA
-------------------------------------------------------------------------------------------------------------
Common Stock Officers and Directors 1,265,735 6.4%
$.001 par value as a Group
-------------------------------------------------------------------------------------------------------------
(1) Ownership includes options to purchase 699,301 shares at $.21 through July
2011.
(2) Ownership includes options to purchase 1,000,000 restricted shares at $.10
per share through September 15, 2006. Mr. Miller is a former executive
officer and director of the Company.
(3) Issued in payment for legal services to us in connection with our
exploration operations in Tajikistan.
=============================================================================================================
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
During the years ended December 31, 2003, and 2002, we received legal and
consulting services from a director and stockholder. We charged $37,500 in 2003
and $276,084 in 2002 to consulting expense, and $0 and $80,000, respectively, to
legal fees for services rendered by directors or stockholders of the Company.
Outstanding balances payable for consulting and legal fees to these related
parties were $450,465 and $481,065 at December 31, 2003, and 2002, respectively.
-34-
Our former President, Randy Miller, advanced the Company funds to pay
expenses. During the year ended December 31, 2003, travel and other office
expenses of $62,073 were paid by Mr. Miller.
In May 2003 the Company issued 13,986 shares of its common stock to Mr.
Miller pursuant to a stock option dated September 1, 2001. This issuance
relieved officer advances payable and consulting fees payable by $31,900 and
$68,100, respectively.
In July 2003 the Board of Directors authorized the issuance of 286,713
restricted common shares to the President to relieve the shareholder advance of
$48,773 and for a receivable of $51,227 from the President.
In July 2003 the Company issued to the President an option to purchase
699,301 shares of common stock at $0.21 per share. Also in July 2003 a signing
bonus of $100,000 was paid to the President via the issuance of 279,720 shares
of restricted common stock. Wages payable to the President of $120,000 for 3rd
and 4th quarter were accrued during the year.
During the year ended December 31, 2003, the Company issued a total of
16,999,984 common shares to each of the shareholders to whom interest was due on
the old line of credit. The issuance of these shares relieved the entire
outstanding payable of $150,519.
During the year ended December 31, 2004 we charged $38,285 to consulting expense
for management services rendered by our President.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibits
Ex. No. Description
------- -----------
31.1 Certification of CEO / CFO
32.1 Certification of CEO / CFO
-------
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Our principal accounting firm was Chisholm, Bierwolf & Nilson, LLC for
the fiscal years ended December 31, 2005 and 2004. We paid fess to our
accountants as indicated in the following table:
Year ended December 31,
2005 2004
------------ -------------
Audit and Quarterly Review Fees $ 14,090 $ 12,726
Audit-related Fees - -
Tax Fees - -
All Other Fees - -
============ =============
Total Fees $ 14,090 $ 12,726
-35-
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ANGLOTAJIK MINERALS INC.
Dated: March 29, 2007 /s/ Matthew Markin
----------------------------------
President, Chief Executive Officer
In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
/s/ Matthew Markin President, Chief Executive March 29, 2007
-------------------------- Officer, Acting Chief
Financial Officer, Secretary,
Principal Accounting Officer,
Sole Director