UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM 10-Q
(Mark One)
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 2005
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 For the transition period from
____________ to ____________
Commission File No. 0-10634
---------------------------
Nevada Chemicals, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Utah 87-0351702
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9149 So. Monroe Plaza Way, Suite B
Sandy, Utah 84070
(Address of principal executive offices, zip code)
(801) 984-0228
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
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 such filing
requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
The number of shares outstanding of the registrant's par value $0.001
Common Stock as of April 29, 2005 was 6,901,406.
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Nevada Chemicals, Inc.
Form 10-Q
Table of Contents
Page No.
--------
Part I Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2005
(Unaudited) and December 31, 2004 1
Condensed Consolidated Statements of Income for the Three
Months Ended March 31, 2005 and March 31, 2004 (Unaudited) 2
Condensed Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 2005 and March 31, 2004 (Unaudited) 3
Notes to Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosure About Market Risk 10
Item 4. Controls and Procedures 11
Part II Other Information
Item 2. Changes in Securities, Use of Proceeds and Issuer Repurchases
of Equity Securities 11
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
NEVADA CHEMICALS, INC.
Condensed Consolidated Balance Sheets
March 31, 2005 December 31,
ASSETS (Unaudited) 2004
Current assets:
Cash and cash equivalents $16,617,000 $15,972,000
Receivables 93,000 76,000
Prepaid expenses 738,000 730,000
Current portion of notes receivable 186,000 186,000
--------------- ----------------
Total current assets 17,634,000 16,964,000
Investment in joint venture 10,241,000 10,547,000
Other assets 243,000 250,000
--------------- ----------------
$28,118,000 $27,761,000
=============== ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities - accounts payable
and accrued expenses $ 2,449,000 $ 2,430,000
Deferred income taxes 2,344,000 2,585,000
--------------- ----------------
Total liabilities 4,793,000 5,015,000
--------------- ----------------
Stockholders' equity:
Common stock 7,000 7,000
Capital in excess of par value 3,751,000 3,510,000
Retained earnings 19,567,000 19,229,000
--------------- ----------------
Total stockholders' equity 23,325,000 22,746,000
--------------- ----------------
$ 28,118,000 $27,761,000
=============== ================
See accompanying notes to condensed consolidated financial statements
1
NEVADA CHEMICALS, INC.
Condensed Consolidated Statements of Income
(Unaudited)
Three Months Ended March 31
2005 2004
----------------- --------------
Revenues and equity in earnings:
Management fee from joint venture $140,000 $122,000
Equity in earnings of joint venture 694,000 864,000
--------------- ----------------
Total 834,000 986,000
General and administrative expenses 174,000 195,000
--------------- ----------------
Operating income 660,000 791,000
Investment and other income 92,000 49,000
--------------- ----------------
Income before provision for income taxes 752,000 840,000
Provision for income taxes - 294,000
--------------- ----------------
Net income $752,000 $546,000
=============== ================
Earnings per common share:
Basic $ 0.11 $ 0.08
============== =================
Diluted $ 0.11 $ 0.08
============== =================
Weighted average number of shares outstanding:
Basic 6,816,000 6,808,000
Diluted 6,890,000 6,963,000
Dividends declared per common share $ 0.06 $ 0.05
============== =================
See accompanying notes to condensed consolidated financial statements
2
NEVADA CHEMICALS, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended March 31
2005 2004
-----------------------------------
Cash flows from operating activities:
Net income $ 752,000 $ 546,000
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation expense 1,000 3,000
Equity in earnings of joint venture (694,000) (864,000)
Changes in operating assets and liabilities:
Receivables (17,000) 3,000
Prepaid expenses (8,000) (2,000)
Other assets 6,000 -
Accounts payable and accrued expenses 13,000 290,000
---------------- ------------------
Net cash provided by (used in) operating activities 53,000 (24,000)
---------------- ------------------
Cash flows from investing activities:
Distributions from joint venture 1,000,000 1,000,000
Net sales of short-term investments - 2,957,000
Payments of notes receivable - 21,000
---------------- ------------------
Net cash provided by investing activities 1,000,000 3,978,000
---------------- ------------------
Cash flows from financing activities:
Payment of dividends (408,000) (341,000)
Purchase and retirement of treasury stock - (2,000)
---------------- ------------------
Net cash used in financing activities (408,000) (343,000)
---------------- ------------------
Net increase in cash 645,000 3,611,000
Cash and cash equivalents, beginning of period 15,972,000 6,424,000
---------------- ------------------
Cash and cash equivalents, end of period $16,617,000 $10,035,000
================ ==================
See accompanying notes to condensed consolidated financial statements
3
NEVADA CHEMICALS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
The interim financial information of Nevada Chemicals, Inc. (the
"Company") for the three-month periods ended March 31, 2005 and March 31, 2004
included herein is unaudited, and the balance sheet as of December 31, 2004 is
derived from audited financial statements. These condensed consolidated
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States for interim financial statements.
Accordingly, they do not include all the information and disclosures normally
required by accounting principles generally accepted in the United States for
complete financial statements. Such financial information reflects all
adjustments, which are, in the opinion of management, necessary for a fair
presentation of results for the interim periods. These adjustments are of a
normal recurring nature.
The results of operations for the three-month period ended March 31,
2005 are not necessarily indicative of the results to be expected for the full
year.
Certain amounts in the prior year's financial statements have been
reclassified to conform to the current year presentation.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents - For purposes of the statement of cash
flows, cash includes all cash and investments with original maturities to the
Company of three months or less.
Short-Term Investments - Investments with scheduled maturities greater
than three months but not greater than one year are recorded as short-term
investments. The short-term investments are recorded at fair value with net
unrealized gains or losses reported within stockholders' equity. Realized gains
and losses are included in the statements of income. The Company had no
short-term investments at March 31, 2005 and December 31, 2004.
Earnings per Common Share - The computation of basic earnings per
common share is based on the weighted average number of shares outstanding
during the period. The computation of diluted earnings per common share is based
on the weighted average number of shares outstanding during the period plus the
weighted average common stock equivalents which would arise from the exercise of
stock options outstanding using the treasury stock method and the average market
price per share during the period.
The shares used in the computation of the Company's basic and diluted
earnings per share are reconciled as follows:
Three Months Ended March 31
-----------------------------------
2005 2004
---- ----
Weighted average number of shares
outstanding - basic 6,816,000 6,808,000
Dilutive effect of stock options 74,000 155,000
---------------- ------------------
Weighted average number of shares
outstanding - diluted 6,890,000 6,963,000
=============== ==================
4
NEVADA CHEMICALS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Continued)
Stock-Based Compensation - For stock options granted to employees, the
Company utilizes the footnote disclosure provisions of Statement of Financial
Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation.
SFAS No. 123 encourages entities to adopt a fair-value based method of
accounting for stock options or similar equity instruments. However, it also
allows an entity to continue measuring compensation cost for stock-based
compensation using the intrinsic-value method of accounting prescribed by
Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to
Employees. The Company has elected to continue to apply the provisions of APB 25
and provide pro forma footnote disclosures required by SFAS No. 123 as
applicable. The pro forma footnote disclosures required by SFAS No. 123 are not
applicable during the periods presented as no options were granted or vested
during the periods presented.
Recent Accounting Pronouncements - In December 2004, the Financial
Accounting Standards Board ("FASB") issued Financial Accounting Standard ("FAS")
No. 123(R), Share-Based Payment, an amendment of FASB Statements No. 123 and 95.
FAS No. 123(R) replaces FAS No. 123, Accounting for Stock-Based Compensation,
and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees.
This statement requires companies to recognize the fair value of stock options
and other stock-based compensation to employees prospectively beginning with
fiscal periods beginning after June 15, 2005, however, the Securities and
Exchange Commission has deferred this date for public companies. The new rule
allows companies to implement FAS No. 123(R) at the beginning of their next
fiscal year. This means that the Company will be required to implement FAS No.
123(R) no later than the quarter beginning January 1, 2006. The Company
currently measures stock-based compensation in accordance with APB Opinion No.
25, as discussed above. The Company anticipates adopting the modified
prospective method of FAS No. 123(R) on January 1, 2006. The impact on the
Company's financial condition or results of operations will depend on the number
and terms of stock options outstanding on the date of change, as well as future
options that may be granted.
NOTE 3. INVESTMENT IN JOINT VENTURE
The Company, through its wholly owned subsidiary, Winnemucca Chemicals,
Inc., has a fifty percent interest in Cyanco Company ("Cyanco"), a non-corporate
joint venture engaged in the manufacture and sale of liquid sodium cyanide. The
Company accounts for its investment in Cyanco using the equity method of
accounting. Summarized financial information for Cyanco is as follows (amounts
in thousands):
Three Months Ended March 31
------------------------------
2005 2004
---- ----
Revenues $ 9,325,000 $ 8,120,000
Costs and expenses 7,937,000 6,392,000
Net income before taxes 1,388,000 1,728,000
Company's equity in earnings 694,000 864,000
5
NOTE 4. COMMON STOCK
In March 2005, three members of the Company's Board of Directors each
exercised options to purchase 39,500 common shares of the Company, or a total of
118,500 shares, at an exercise price of $1.4375 per share for total
consideration of $170,000. As permitted by the option agreements, the
consideration was paid through the directors' surrender to the Company of 8,182
shares each, or a total of 24,546 shares, with a current market value of
$170,000. The net result was an increase in the number of common shares
outstanding of 93,954 shares. The shares surrendered were cancelled, with no
gain or loss recorded by the Company for this transaction.
The Company recorded an increase to capital in excess of par value of
$241,000 in March 2005 for the estimated income tax benefit of the exercise of
the stock options.
In November 2001, the Company's Board of Directors authorized a stock
repurchase plan that provides for the purchase of up to 500,000 shares of the
Company's currently issued and outstanding shares of common stock. Purchases
under the stock repurchase plan may be made from time to time at various prices
in the open market, through block trades or otherwise. These purchases may be
made or suspended by the Company from time to time, without prior notice, based
on market conditions or other factors.
During the three-month period ended March 31, 2004, the Company
purchased and retired 375 shares of its common stock with a total cost basis to
the Company of $2,000.
NOTE 5. DIVIDENDS
In March 2005, the Company declared a cash dividend of $.06 per share
on a total of 6,901,406 outstanding shares of record as of March 28, 2005,
payable on April 11, 2005. As of March 31, 2005, dividends payable of
approximately $414,000 were included in accounts payable and accrued expenses in
the accompanying condensed consolidated balance sheet.
In January 2005, the Company paid dividends of approximately $408,000,
which were declared in December 2004. In January 2004, the Company paid
dividends of approximately $341,000, which were declared in December 2003.
NOTE 6. FOREIGN INCOME TAXES
The Company's previously filed Canadian income tax returns for the
years 1995 through 2001 are subject to an ongoing audit by the Canada Customs
and Revenue Agency ("CCRA"). To date, CCRA has taken a different position on
certain matters than that taken by the Company. The Company, based on
consultation with its professional tax advisors in Canada, believes that, in
most instances, the facts and circumstances support the position taken by the
Company, and continues discussions with CCRA. The Company believes that amounts
accrued and included in accounts payable and accrued expenses at March 31, 2005
will be adequate for the resolution of the audit by CCRA. However, there can be
no assurance that such costs will not ultimately exceed the current estimate.
6
NOTE 7. INCOME TAXES
No provision for income taxes was recorded by the Company for the three
months ended March 31, 2005 due to the utilization of tax credit carryforwards
for which the Company had previously recorded a valuation allowance. The Company
used an estimated income tax rate of 35% in the three months ended March 31,
2004.
7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview
The operations reported in the condensed consolidated statements of
income for the three months ended March 31, 2005 and March 31, 2004 consist
primarily of the Company's proportionate share of the operating results from its
50% interest in Cyanco, management fee income from Cyanco, investment income on
cash and cash equivalents and short-term investments, and corporate overhead,
costs and expenses. Since the Company does not own more than 50% of Cyanco and
has determined that other factors requiring consolidation do not exist, the
financial statements of Cyanco are not consolidated with the financial
statements of the Company. Summarized financial information for Cyanco for the
three months ended March 31, 2005 and March 31, 2004 is presented in Note 3 to
the Company's condensed consolidated financial statements.
Results of Operations
Equity in earnings of Cyanco decreased $170,000, or 20%, to $694,000 in
the three months ended March 31, 2005 compared to $864,000 in the three months
ended March 31, 2004. Cyanco revenues increased $1,205,000, or 15%, to
$9,325,000 in the three months ended March 31, 2005 compared to $8,120,000 in
the three months ended March 31, 2004. Increased market prices of gold have
resulted in increased mining activities in the area served by Cyanco, resulting
in higher volumes of product sold. Cyanco also realized a higher price per pound
for sodium cyanide sold during the first quarter of 2005. Cyanco's costs and
expenses increased $1,545,000, or 24%, to $7,937,000 in the three months ended
March 31, 2005 compared to $6,392,000 in the three months ended March 31, 2004.
The increase in operating costs resulted primarily due to the higher volumes of
product sold and the increase in the certain key raw material costs compared to
last year. Cyanco does have the ability, under certain of its contracts, to pass
on increases in the cost of raw materials to its customers; however, price
increases to Cyanco's customers often lag the increases in the cost of raw
materials by two to four months. As a result, Cyanco's net income before taxes
(on a 100% basis) decreased $340,000, or 20%, to $1,388,000 during the three
months ended March 31, 2005 compared to $1,728,000 in the three months ended
March 31, 2004.
Management fee income from Cyanco increased $18,000, or 15%, to
$140,000 in the three months ended March 31, 2005 compared to $122,000 in the
three months ended March 31, 2004 due to the increase in Cyanco's revenues
discussed above, upon which the management fee is computed.
Investment and other income increased $43,000, or 88%, to $92,000 in
the three months ended March 31, 2005 compared to $49,000 in the three months
ended March 31, 2004. This increase is due primarily to an increase in the
average balance of cash and cash equivalents during the periods and to more
favorable rates realized during the current year.
General and administrative expenses decreased $21,000, or 11%, to
$174,000 in the three months ended March 31, 2005 compared to $195,000 in the
three months ended March 31, 2004. This decrease is due primarily to decreases
in professional fees and investment related expenses during the first three
months of 2005.
8
The Company did not record a provision for income taxes in the three
months ended March 31, 2005 due to the availability of foreign tax credit
carryforwards in the current year. Because the Company had previously recorded a
valuation allowance against the tax credits, the use of such tax credits
resulted in a tax benefit that offset the entire tax provision for the three
months ended March 31, 2005. The Company used an estimated income tax rate of
35% in the three months ended March 31, 2004. The Company believes that
sufficient tax credit carryforwards are available in the current year to offset
substantially all federal income taxes. Therefore, little or no provision for
income taxes will be recorded by the Company for the year ending December 31,
2005.
Liquidity and Capital Resources
At March 31, 2005, the liabilities of the Company consisted of current
liabilities of $2,449,000 and deferred income taxes of $2,344,000. Current
liabilities consisted of trade accounts payable of $18,000, dividends payable of
$414,000 and accrued expenses (comprised primarily of accrued income taxes) of
$2,017,000. These current liabilities compare favorably to total current assets
of $17,634,000 at March 31, 2005. Current assets were comprised primarily of
cash and cash equivalents of $16,617,000 and prepaid expenses (principally
prepaid income taxes) of $738,000.
The Company's current strategy is to invest cash in excess of
short-term operating needs in highly liquid, variable interest rate investments
with maturities of 90 days or less. The Board of Directors of the Company is
currently evaluating alternative uses for the cash of the Company, including
optimizing short-term investment results without exposing the Company to high
levels of market risk, diversification of the Company's business, further
investment in Cyanco, the payment of dividends to shareholders and other
strategies.
Net cash provided by operating activities for the three months ended
March 31, 2005 was $53,000 compared to net cash used in operating activities of
$(24,000) for the three months ended March 31, 2004. This increase in net cash
provided by operations is due primarily to the reduction of the Company's
current income tax obligations because of the availability of foreign and other
income tax credits, and to income tax deposits prepaid in prior years. Because
the Company accounts for its investment in Cyanco using the equity method,
equity in earnings of Cyanco, a non-cash item, is eliminated from operating
activities in the condensed consolidated statements of cash flows, with cash
distributions from Cyanco included in cash flows from investing activities.
Net cash provided by investing activities for the three months ended
March 31, 2005 was $1,000,000 compared to net cash provided by investing
activities of $3,978,000 for the three months ended March 31, 2004. Of the
decrease from the prior year first quarter, $2,957,000 is attributable to the
change in classification of the Company's investments to cash and cash
equivalents from short-term investments because of the overall reduction in the
maturities of the short-term investments to 90 days or less. During the three
months ended March 31, 2005 and March 31, 2004, the Company received $1,000,000
in distributions from Cyanco. In addition, in the three months ended March 31,
2004, the Company collected notes receivable of $21,000.
Net cash used in financing activities for the three months ended March
31, 2005 was $(408,000) consisting of the payment of dividends. Net cash used in
financing activities for the three months ended March 31, 2004 consisted of the
payment of dividends of $(341,000) and $(2,000) for the purchase and retirement
of treasury stock.
9
The Company's previously filed Canadian income tax returns for the
years 1995 through 2001 are subject to an ongoing audit by the Canada Customs
and Revenue Agency ("CCRA"). To date, CCRA has taken a different position on
certain matters than that taken by the Company. The Company, based on
consultation with its professional tax advisors in Canada, believes that, in
most instances, the facts and circumstances support the position taken by the
Company, and continues discussions with CCRA. The Company believes that amounts
accrued and included in accounts payable and accrued expenses at March 31, 2005
will be adequate for the resolution of the audit by CCRA. However, there can be
no assurance that such costs will not ultimately exceed the current estimate.
The Company considers its cash resources sufficient to meet the
operating needs of its current level of business for the next twelve months.
The Company's operations have not been, and are not expected to be,
materially effected by inflation.
Forward Looking Statements
Within this quarterly report on Form 10-Q, including the discussion in
this Item 2, there are forward-looking statements made in an effort to inform
the reader of management's expectation of future events. These expectations are
subject to numerous factors and assumptions, any one of which could have a
material effect on future results. The factors which may impact future operating
results include, but are not limited to, decisions made by Cyanco's customers as
to the continuation, suspension, or termination of mining activities in the area
served by Cyanco, decisions made by Cyanco's customers with respect to the use
or sourcing of sodium cyanide used in their operations, changes in world supply
and demand for commodities, particularly gold, political, environmental,
regulatory, economic and financial risks, major changes in technology which
could affect the mining industry as a whole or which could affect sodium cyanide
specifically, competition, and the continued availability of qualified technical
and other professional employees of the Company and Cyanco. The Company believes
it is taking appropriate actions in order to address these and other factors
previously disclosed; however, some of the risks are outside the control of the
Company, and the actions taken by the Company may not be sufficient to avoid the
adverse consequences of one or more of the risks. Consequently, the actual
results could differ materially from those indicated in the statements made.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
A significant portion of the Company's cash equivalents bear variable
interest rates that are adjusted to market conditions. Changes in market rates
will affect interest earned on these instruments, and potentially the carrying
value of the investments. The Company does not utilize derivative instruments to
offset the exposure to interest rates. The cash equivalents and short-term
investments are placed in a variety of products with different institutions.
Significant changes in interest rates could have an impact on the Company's
consolidated financial position and results of operations. Assuming that the
balance of cash and cash equivalents at March 31, 2005 of $16,617,000 was
outstanding during the year, a 1% change in interest rates would result in a
change of annual earnings of approximately $166,000.
10
The Company has no foreign operations and is currently not exposed to
material risks from changes in foreign currency.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures
Based on their evaluations as of March 31, 2005, the principal
executive officer and principal financial officer of the Company have concluded
that the Company's disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act) are effective to
ensure that information required to be disclosed by the Company in reports that
the Company files or submits under the Securities Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
rules and forms of the SEC.
(b) Changes in internal controls
There were no significant changes in the Company's internal controls
over financial reporting or in other factors that could significantly affect
these internal controls subsequent to the date of their most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
PART II. OTHER INFORMATION
Item 2. Changes in Securities, Use of Proceeds and Issuer Repurchase of Equity
Securities
In March 2005, three members of the Company's Board of Directors each
exercised options to purchase 39,500 common shares of the Company, or a total of
118,500 shares, at an exercise price of $1.4375 per share for total
consideration of $170,000. As permitted by the option agreements, the
consideration was paid through the directors' surrender to the Company of 8,182
shares each, or a total of 24,546 shares, with a current market value of
$170,000. The net result was an increase in the number of common shares
outstanding of 93,954 shares. The shares surrendered were cancelled, with no
gain or loss recorded by the Company for this transaction. The Company recorded
an increase to capital in excess of par value of $241,000 in March 2005 for the
estimated income tax benefit of the exercise of the stock options.
In November 2001, the Company's Board of Directors authorized a stock
repurchase plan that provides for the purchase of up to 500,000 shares of the
Company's currently issued and outstanding shares of common stock. Purchases
under the stock repurchase plan may be made from time to time at various prices
in the open market, through block trades or otherwise. These purchases may be
made or suspended by the Company from time to time, without prior notice, based
on market conditions or other factors. During the three-month periods ended
March 31, 2005, the Company did not purchase any shares of its common stock
under the repurchase plan.
11
Item 6. Exhibits and Reports on Form 8-K
1. Exhibits
Exhibit 11 - Statement re: computation of per share earnings
(included in notes to condensed consolidated financial
statements)
Exhibit 31.1 - Certification of principal executive officer
pursuant to Rule 13a -14(a) of the Securities Exchange Act of
1934, as amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 31.2 - Certification of principal financial officer
pursuant to Rule 13a -14(a) of the Securities Exchange Act of
1934, as amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 32.1 - Certification of principal executive officer
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes - Oxley Act of 2002
Exhibit 32.2 - Certification of principal financial officer
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes - Oxley Act of 2002
Exhibit 99.1 - Press Release Dated May 2, 2005
2. Reports on Form 8-K
None
12
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.
NEVADA CHEMICALS, INC.
(Registrant)
May 2, 2005 /s/ John T. Day
- ----------- ----------------
(Date) John T. Day, President (principal
executive officer)
May 2, 2005 /s/ Dennis P. Gauger
- ----------- ---------------------
(Date) Dennis P. Gauger,
Chief Financial Officer (principal
financial and accounting officer)
13