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 quarterly period ended March, 2006
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D)
OF THE EXCHANGE ACT
For the transition period from ________ to __________
Commission file number: 000-28481
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ANGLOTAJIK MINERALS INC.
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(Exact name of small business as specified in its charter)
NEVADA 86-0891931
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
15760 Ventura Blvd., Suite 700, Encino, California
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(Address of principal executive offices)
((818) 325-3848
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(Issuer's telephone number)
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(Former name, former address, and former fiscal year,
if changed since last report)
-i-
Check whether the issuer (1) 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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be file
by Section 12, 13, or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by the court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Issued and outstanding as of March 31, 2006: 51,820,458 shares
common stock, $0.001 par value
Transitional Small Business Disclosure Format (Check one): Yes [ ] No |X|
-ii-
PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements
The accompanying unaudited financial statements of Anglotajik Minerals, Inc.
(the "Company"), have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-QSB. Accordingly, these financial statements may not
include all of the information and disclosures required by generally accepted
accounting principles for complete financial statements. These financial
statements should be read in conjunction with the audited financial statements
and the notes thereto for the fiscal year ending December 31, 2005. In the
opinion of management, the accompanying unaudited financial statements contain
all adjustments necessary to fairly present the Company's financial position as
of March 31, 2006 and its results of operations and its cash flows for the three
months ended March 31, 2006.
ANGLOTAJIK MINERALS, INC.
FINANCIAL STATEMENTS
March 31, 2006
(Unaudited)
-1-
Anglotajik Minerals, Inc.
(A Company in the Exploration Stage)
Balance Sheets
March 31, December 31,
ASSETS 2006 2005
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(Unaudited)
Current Assets
Cash $ 67 $ -
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Other Current Assets
Advance to Stockholder 2 -
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Total current assets 69 -
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Total assets $ 69 $ -
============= =============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Bank overdraft $ - $ 8
Accounts payable 356,477 356,477
Accrued expenses 466,527 381,711
Interest payable 10,433 9,795
Note Payable- Current 28,343 28,343
Note payable - related party 450,465 450,465
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Total current and total liabilities 1,312,245 1,226,799
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Stockholders' Deficit
Common stock, $.001 par value, 300,000,000 shares
authorized, 51,820,458 shares issued and outstanding 51,820 51,820
Additional paid-in capital 4,639,080 4,639,080
Deficit accumulated during the exploration stage (6,003,076) (5,917,699)
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Total Stockholders' Equity (1,312,176) (1,226,799)
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Total liabilities and stockholders' equity $ 69 $ -
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The accompanying notes are an integral part of these financial statements.
-2-
Anglotajik Minerals, Inc.
(A Company in the Exploration Stage)
Statements of Operations
Cumulative
During the
Exploration
For the Three Months Ended Stage
March 31, March 31,
2006 2005 2006
--------------- ------------- ----------------
Revenue
Operating Costs and Expenses
Operating and
administrative expenses $ 84,739 $ 86,199 $ 5,844,824
Depreciation expense - - 5,562
Amortization expense - - 16,500
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Total operating costs and
expenses 84,739 86,199 5,866,886
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Loss from Operations (84,739) (86,199) (5,866,886)
Other income (expense)
Dividend income - - 1,212
Gain on cancellation of contracts - - 90,604
Loss on disposal of assets - - (59,641)
Interest expense (638) (638) (168,365)
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Total other income (expense) (638) (638) (136,190)
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Net loss before income taxes (85,377) (85,561) (6,003,076)
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Provision for income taxes - - -
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Net loss $ (85,377) $ (85,561) $ (6,003,076)
=============== ============= ================
Loss per common share - basic $ - $ -
=============== =============
Weighted average common shares -
basic $ 51,820,458 $ 51,820,458
=============== =============
The accompanying notes are an integral part of these financial statements.
-3-
Anglotajik Minerals, Inc.
(A Company in the Exploration Stage)
Statements of Cash Flows
(Unaudited)
Cumulative During
the Exploration
For the Three Month Ended Stage
March 31, March 31,
2006 2005 2006
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Cash Flows from Operating Activities
Net loss $ (85,377) $ (86,199) $ (6,003,076)
Adjustment to reconcile net loss to
net cash used in operating
activities:
Amortization and depreciation
expense - - 22,062
Deferred compensation expense - - 400,000
Gain on cancellation of
amortization - - (16,500)
Loss on disposal of assets - - 59,641
Decrease in deposits - - 14,925
Decrease in prepaid expense - - 796,250
Increase (decrease) in
accounts payable - - 421,046
Increase (decrease) in related
party payable - (38,278) 553,565
Increase (decrease) in wages
payable 78,626 (320,773) 435,818
Increase in interest payable 638 638 168,691
Increase in accrued expense (530) (106,154) 90,540
Expenses paid by issuance of
common stock subscribed - - 45,000
Expenses paid by issuance of
common stock - - 1,158,078
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Net Cash used in operating (6,643) (550,766) (1,853,960)
activities
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Cash Flow from Investing Activities
Deposits paid - - (14,925)
Purchase of fixed assets - - (65,203)
Net cash used in investing
activities - - (80,128)
Cash Flow from Financing Activities
Proceeds received from issuance of - 547,196 1,523,369
stock
Proceeds received from officer 6,718 3,521 99,824
advances
Proceeds from bank overdraft - - 30,599
Payment on bank overdraft (8) - (9,923)
Payment of officers advances - - (5,474)
Payment on line of credit - - (22,574)
Proceeds received from line of credit - - 870,499
Net cash provided by 6,710 550,717 2,486,320
financing activities
Net increase in cash 67 (49) 552,232
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Cash and cash equivalents at
(Inception) March 31, 2006 and
2005 - 72 -
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Cash and cash equivalents at March
31, 2006 and 2005 $ 67 $ 24 $ 552,232
============== ============== ===================
The accompanying notes are an integral part of these financial statements.
-4-
Anglotajik Minerals, Inc.
(A Company in the Exploration Stage)
Statements of Cash Flows
Supplementary Information
During the years ended December 31, 2005 and 2004, no amounts were paid for
either interest or income taxes.
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.
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.
During the three months ending March 31, 2005 the company issued 3,916,434
restricted common shares in exchange for printing and reproductions expenses of
$35,237, as well as, 3,916,434 restricted common shares in exchange for
consulting expenses of $ 34,285. Also the company issued 24,867,132 restricted
common shares in lieu of the company's debts to the President of $386,773 for
wages payable, $47,375.66 for advance from shareholder, and $47,047 for vacation
accrued. The total amount of the debt to the President was $481,195 of which
$58,454 of the debt was forgiven.
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Anglotajik Minerals, Inc.
(A Company in the Exploration Stage)
Notes to the Financial Statements
1
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 statement 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 March 31, 2006, and 2005, 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
No provision for income taxes has been recorded due to net operating loss
carryforwards totaling over $5.2 million that will be offset against future
taxable income. Thes NOL carryforwards begin to expire in the year 2017. 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.
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The deferred tax asset and the valuation account is as follows at March 31, 2006
and 2005:
March 31, March 31,
2006 2005
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Deferred tax asset:
Deferred noncurrent tax asset $ 2,041,046 $ 1,928,755
Valuation allowance (2,041,046) (1,928,755)
--------------- ----------------
Total - -
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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 managements estimates. Actual results could differ from
those estimates.
f. Earning (loss) per share
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, 2003, and 2002, 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 2006 and 2005.
-7-
March 31,
2006 2005
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Basic Earnings Per Share $ (85,377) $ (86,199)
Income (Loss) (numerator) 51,820,458 50,718,211
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Shares (denominator) $ (.00) $ (.00)
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Fully Diluted Earnings Per Share $ (85,377) $ (86,199)
Income (Loss) (numerator) 51,417,512 51,417,512
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Shares (denominator) $ (0) $ (0)
================ ================
NOTE 2 - New Technical Pronouncements
In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error
Corrections. This Statement replaces APB No. 20, Accounting Changes and FASB No.
3, Reporting Accounting Changes in Interim Financial Statements, and changes the
requirements for the accounting for and reporting of a change in accounting
principle. This Statement applies it all voluntary changes in accounting
principle. It also applies to changes required by an accounting pronouncement in
the unusual instance that the pronouncement include specific transition
provisions. When a pronouncement includes specific transition provisions, those
provisions should be followed. This Statement requires retrospective application
to prior periods' financial statements of changes in accounting principle,
unless it is impracticable to determine either the period-specific effects or
the cumulative effect of the change. The adoption of SFAS No. 154 did not have
an impact on the Company's consolidated financial statements.
In February 2006, the FASB issued SFAS No. 155, ACCOUNTING FOR CERTAIN HYBRID
FINANCIAL INSTRUMENTS - AN AMENDMENT OF FASB STATEMENTS NO. 133 AND 140. This
Statement amends FASB Statements No. 133, accounting for Derivative Instruments
and Hedging Activities, and No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities. This statement resolves
issues addressed in Statement 133 Implementation Issued No. D1, "Application of
Statement 133 to Beneficial Interests in Securitized Financial Assets." The
adoption of SFAS No. 155 did not have an impact on the Company's consolidated
financial statements.
In March 2006, the FASB issued SFAS No. 156, ACCOUNTING FOR SERVICING OF
FINANCIAL ASSETS - AN AMEDNMENT OF FASB STATEMENT No. 140. This Statement amends
FASB Statement No. 140, Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities, with respect to the accounting for
separately recognized servicing assets and servicing liabilities. The adoption
of SFAS No. 156 did not have an impact on the Company's consolidated financial
statements.
-8-
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
period ended March 31, 2004. 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 $280,000 were included in the statements of operation for the
period ended March 31, 2004 and the year ended December 31, 2003, 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:
March 31 December 31,
2006 2005
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Net loss:
As reported $ (85,377) $ 331,088
Pro forma $ (85,377) $ 331,088
Loss per share:
As reported $ - $ .02
Pro forma $ - $ .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 4.67% for March 31, 2004 and December 31, 2003; dividend
yield of 0.0% for March 31, 2004 and December 31, 2003; a volatility factor of
214% and 182% for March 31, 2004 and December 31, 2003 respectively, and an
expected life of 8 years. The fair value of the stock options granted in July
2003 is $0.01 per share. If the Company had recognized deferred compensation
cost based on the fair value method, it would have increased deferred
compensation by $579 for the period ended March 31, 2005 and $695 for the year
ended December 31, 2005.
-9-
NOTE 4 - Related Party Transactions
During the three months ended March 31, 2006, and 2005, the Company charged
$1,746, and $4,105 respectively, to accounting and 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
$450,465 at March 31, 2006, and 2005, respectively.
The President of Anglotajik Minerals, Inc. advanced the Company funds to pay
expenses. The reimbursed funds advanced totaled $17,548 at March 31, 2006.
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.
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 first quarter of 2006, the President accrued in wages
payable $72,500.
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 three month ending March 31, 2005, the company issued 24,867,132
restricted common shares in lieu of the company's debts to the President of
$386,773 for wages payable, $47,375.66 for advance from shareholder, and $47,047
for vacation accrued. The total amount of the debt to the President was $481,195
of which $58,454 of the debt was forgiven.
NOTE 5 - Stockholders' Equity
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.
-10-
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.
During the three months ending March 31, 2005 the company issued 3,916,434
restricted common shares in exchange for printing and reproductions expenses of
$35,237, as well as, 3,916,434 restricted common shares in exchange for
consulting expenses of $ 34,285. Also the company issued 24,867,132 restricted
common shares in lieu of the company's debts to the President of $386,773 for
wages payable, $47,375.66 for advance from shareholder, and $47,047 for vacation
accrued. The total amount of the debt to the President was $481,195 of which
$58,454 of the debt was forgiven.
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
March 31, 2006 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.
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 March 31, 2006 is $28,343. Related interest of $10,433 has also been
accrued by the Company.
-11-
Item 2 - Management's Discussion and Analysis or Plan of Operation
NOTE: The following discussion and analysis should be read in conjunction with
the Company's Interim Financial Statements (unaudited) and the Notes to the
Financial Statements for the three month period ended March 31, 2006.
Plan of Operation
We are in the exploration stage and have no revenues from operations, nor
do we expect revenues for the foreseeable future. To date, we have funded our
various business activities through advances from officers and stockholders and
through the issuance of equity stock. Our officers are under no obligation to
continue to provide advances to the us.
We have no cash or cash equivalent resources, no lines of credit, nor any
other source of funds. We are negotiating with various commercial funding
sources in Europe to raise approximately %5,000,000 to fund our exploration
operations, although we have not yet received any commitments from any source
for any amount of funding. We will not be able to begin a meaningful exploration
program unless and until we acquire funding.
If we are able to obtain financing, we expect to spend approximately
$2,000,000 on exploration of the IKAR Deposit property before making a
determination whether or not to proceed with development. Whether we conduct any
other exploration activities will depend upon the amount of financing, if any,
we are able to obtain.
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."
If we sell equity stock to raise capital, our current stockholders will
experience substantial dilution of their shareholdings.
Uncertainty as to Certain Accounts Payable
We have reviewed, and continue to review our corporate files, books and records,
but remain unable to conclusively identify a basis or certain amount of our
Accounts Payable and for the Related Parties Payable to previous management
carried on our books. We are continuing to attempt to locate invoices or other
documentation regarding those payables.
-12-
March 31, 2006 versus 2005
Operating expenses for the period decreased slightly to $84,729 in 2006
compared to $86,199 for the comparable period in 2005. 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.
Item 3 - Controls and Procedures
Our Chief Executive Officer, who also serves as Acting Chief Financial
Officer (the "Certifying Officer") is responsible for establishing and
maintaining disclosure controls and procedures for the Company. The Certifying
Officer has designed such disclosure controls and procedures to ensure that
material information is made known to him, particularly during the period in
which this report was prepared. The Certifying Officer has evaluated the
effectiveness of the Company's disclosure controls and procedures as of the date
of this report and believes that the disclosure controls and procedures are
effective based on the required evaluation.
There have been no significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of their evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
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 September 30, 2003, cannot be ascertained, management is of the opinion that
any resulting liability will not materially affect the Company's financial
position. See Note 6 to the Interim Financial Statements.
Item 2 - Changes in Securities
None.
Item 3 - Defaults Upon Senior Securities
None.
Item 4 - Submission of Matters to a Vote of Security Holders
None.
-13-
Item 5 - Other Information
None.
Item 6 - Exhibits and Reports on Form 8-K
None.
The following exhibits are filed herewith:
Ex. 31 Certification of CEO / CFO
Ex. 32 Certification of CEO / CFO
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.
ANGLOTAJIK MINERALS INC.
May 17, 2006 /s/ Matthew Markin
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Dated President, Acting Chief Financial Officer
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