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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-21968
STAR RESOURCES CORP.
(Exact Name of Registrant as Specified in Its Charter)
BRITISH COLUMBIA 76-0195574
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
2000 South Dairy Ashford, Suite 510
Houston, Texas 77077
(Address of Principal Executive Offices, including Zip Code)
(281) 870-9882
(Registrant's Telephone Number, Including Area Code)
The registrant 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 such filing requirements for the past 90 days. Yes
X No__
Shares of Registrant's Common Stock outstanding as of September 9, 2003:
21,071,907
STAR RESOURCES CORP.
FORM 10-Q
TABLE OF CONTENTS
PAGE
PART I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets - January 31, 2003
and July 31, 2003 (Unaudited). . . . . . . . . . . . . . . . . . . . . 1
Interim Consolidated Statements of Operations and Deficit Accumulated
During the Exploration Stage - Three and Six Months Ended
July 31, 2003 and 2002 (Unaudited) . . . . . . . . . . . . . . . . . . 2
Interim Consolidated Statements of Cash Flows - Three and Six Months
Ended July 31, 2003 and 2002 (Unaudited) . . . . . . . . . . . . . . . 3
Notes to Interim Consolidated Financial Statements (Unaudited) -
July 31, 2003. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.. . . . . . . . . . . . . . . . . 10
Item 3. Quantitative and Qualitative Disclosures about Market Risk. . . 12
Item 4. Controls and Procedures . . . . . . . . . . . . . . . . . . . . 12
PART II. Other Information.
Item 1. Legal Proceedings.. . . . . . . . . . . . . . . . . . . . . . . 12
Item 2. Changes in Securities and Use of Proceeds . . . . . . . . . . . 12
Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . . 12
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . 13
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . 13
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . 14
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
STAR RESOURCES CORP.
(AN EXPLORATION STAGE ENTERPRISE)
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
July 31, 2003 January 31, 2003
--------------- -----------------
(In Canadian Dollars)
ASSETS
Current assets:
Cash $ 144,622 $ 22,734
Accounts receivable 634 38,962
--------------- ------------------
Total current assets 145,256 61,696
Property, plant and equipment, at cost:
Mineral properties and deferred expenditures (Note 2) 49,126 -
Diamond sorting and recovery plant - 1,905,873
Equipment and other 68,788 101,853
Accumulated depreciation (55,136) (1,982,185)
--------------- ------------------
62,778 25,541
Other assets 8,303 9,018
--------------- ------------------
Total assets $ 216,337 $ 96,255
=============== ==================
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued liabilities $ 176,193 $ 124,680
Debentures payable (Note 3) 1,081,595 -
Interest payable (Note 3) 265,213 -
--------------- ------------------
Total current liabilities 1,523,001 124,680
Debentures payable (Note 3) - 1,278,595
Interest payable (Note 3) - 250,114
Commitments and contingencies (Note 6)
Shareholders' deficit:
Common share capital, no par value:
Authorized shares - 100,000,000
Issued and outstanding shares - 19,475,032 (Note 5) 31,139,471 30,878,419
Deficit accumulated during the exploration stage (32,446,135) (32,435,553)
--------------- ------------------
Total shareholders' deficit (1,306,664) (1,557,134)
--------------- ------------------
Total liabilities and shareholders' deficit $ 216,337 $ 96,255
=============== ==================
See accompanying notes.
1
STAR RESOURCES CORP.
(AN EXPLORATION STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT ACCUMULATED
DURING THE EXPLORATION STAGE (UNAUDITED)
Three Months Ended July 31, Six Months Ended July 31,
2003 2002 2003 2002
-------------- ---------------- ------------- ----------------
(In Canadian Dollars)
Revenues:
Interest income $ 273 $ 351 $ 851 $ 763
Gains on sales of plant and equipment (Note 2) - - 446,647 -
-------------- ---------------- ------------- ----------------
273 351 447,498 763
Expenses:
General and administrative (Note 7) 203,218 361,112 358,904 586,222
Finance charges 11,479 14,836 22,130 23,110
Interest expense 27,355 31,878 58,233 63,055
Write-down of mineral properties - 59,020 - 59,020
Translation (gains) losses 10,412 1,700 18,813 4,380
252,464 468,546 458,080 735,787
-------------- ---------------- ------------- ----------------
Loss before provision for income taxes (252,191) (468,195) (10,582) (735,024)
Provision for income taxes - - - -
-------------- ---------------- ------------- ----------------
Net loss (252,191) (468,195) (10,582) (735,024)
Deficit accumulated during the exploration
stage at the beginning of the period (32,193,944) (28,392,247) (32,435,553) (28,125,418)
-------------- ---------------- ------------- ----------------
Deficit accumulated during the exploration
stage at end of the period $ (32,446,135) $ (28,860,442) $(32,446,135) $ (28,860,442)
============== ================ ============= ================
Net loss per common share $ (0.01) $ (0.03) $ (0.00) $ (0.05)
============== ================ ============= ================
Weighted-average common shares outstanding 19,152,839 15,286,142 18,817,796 15,145,725
See accompanying notes.
2
STAR RESOURCES CORP.
(AN EXPLORATION STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended July 31, Six Months Ended July 31,
2003 2002 2003 2002
-------------- ---------------- ------------ ----------------
(In Canadian Dollars)
OPERATING ACTIVITIES
Net loss $ (252,191) $ (468,195) $ (10,582) $ (735,024)
Items not affecting cash:
Depreciation 5,830 7,361 9,941 14,723
Interest expense 27,355 31,878 58,233 63,055
Reserve for leasehold reclamation
costs (Note 2) - - 73,365 -
Write-down of mineral properties - 59,020 - 59,020
Other 707 (97) 2,664 2,940
-------------- ---------------- ------------ ----------------
(218,299) (370,033) 133,621 (595,286)
-------------- ---------------- ------------ ----------------
Changes in noncash working capital:
Accounts receivable 14,068 46,305 38,328 8,001
Accounts payable and accrued liabilities 29,636 41,937 (935) 90,594
43,704 88,242 37,393 98,595
-------------- ---------------- ------------ ----------------
Net cash provided by (used in) operating
activities (174,595) (281,791) 171,014 (496,691)
INVESTING ACTIVITIES
Property acquisition and exploration (49,126) (68,774) (49,126) (94,165)
Buildings, equipment and other - - - -
-------------- ---------------- ------------ ----------------
Net cash used in investing activities (49,126) (68,774) (49,126) (94,165)
FINANCING ACTIVITIES
Proceeds from issuance of common shares - 153,457 - 153,457
-------------- ---------------- ------------ ----------------
Net cash provided by financing activities - 153,457 - 153,457
-------------- ---------------- ------------ ----------------
Increase (decrease) in cash and temporary
cash investments (223,721) (197,108) 121,888 (437,399)
Cash and temporary cash investments,
beginning of period 368,343 253,014 22,734 493,305
-------------- ---------------- ------------ ----------------
Cash and temporary cash investments,
end of period $ 144,622 $ 55,906 $ 144,622 $ 55,906
============== ================ ============ ================
See accompanying notes.
3
STAR RESOURCES CORP.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JULY 31, 2003
1. BASIS OF OPERATIONS
The accompanying interim unaudited consolidated financial statements have been
prepared in accordance with Canadian generally accepted accounting principles.
The consolidated financial statements are presented in accordance with the
instructions to Form 10-Q and Article 10 of Regulation S-X of the United States
Securities and Exchange Commission for interim financial information.
Accordingly, they do not include all of the information and footnotes required
by Canadian and United States generally accepted accounting principles for
complete financial statements.
In the opinion of management all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three and six month periods ended July 31, 2003 and
2002 are not necessarily indicative of the results that may be expected for the
year ended January 31, 2004.
SIGNIFICANT ESTIMATES
The nature of the Company's operations result in significant expenditures for
the acquisition and exploration of properties. None of the Company's properties
have been proven to have economically recoverable reserves or proven reserves at
the current stage of exploration. As discussed in Note 2, during the fourth
quarter of fiscal 2003 the Company wrote off all costs capitalized as mineral
properties and deferred expenditures based upon exploration results.
Direct acquisitions, evaluation and exploration expenditures are capitalized,
reduced by sundry income, to be amortized over the recoverable mineral reserves
if a property becomes commercially developed. When an area is disproved or
abandoned, the acquisition costs and related deferred expenditures are written
off. Management's assessment of the net realizable value of mineral properties
and deferred expenditures requires considerable judgment and estimates which
could change significantly in the near term.
All amounts are in Canadian dollars unless noted otherwise. For further
information, refer to the consolidated financial statements and footnotes
thereto.
2. MINERAL PROPERTIES AND DEFERRED EXPENDITURES
TOCANTINZINHO PROPERTIES
In August 2003 the Company acquired a total of 28,275 hectares in the Tapaj s
gold district in Para State, Brazil under an option agreement with two
individuals. The option agreement entitles the Company to acquire a 100%
interest in the Tocantinzinho Properties over a four-year period in
consideration for the staged payment of US$465,000, the staged issuance of
2,600,000 shares of the Company and the expenditure of US$1,000,000. A total of
US$300,000 must be expended by July 31, 2004. Additionally, the option
agreement requires the Company to assume all existing obligations of the
optionors to the owners of the mineral rights of the Tocantinzinho Properties
(the "Underlying Agreements") totaling US$1,600,000 over a four-year period, of
which US$80,000 is due in the year ended July 31, 2004. One of the optionors
entered into a consulting agreement with the Company for an 18-month period at a
rate of US$7,000 per month. The payments under the option agreement, the
Underlying Agreements and the consulting agreement are considered expenditures
for purposes of meeting the required total and initial annual expenditures of
US$1,000,000 and $300,000 discussed above. The option agreement is cancelable
by the Company without obligation other than the initial payment of $US75,000
and 1,100,000 shares of the Company and the expenditure of US$300,000 by July
31, 2004.
4
STAR RESOURCES CORP.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JULY 31, 2003
2. MINERAL PROPERTIES AND DEFERRED EXPENDITURES (CONTINUED)
The Company received approval for the acquisition from the TSX Venture Exchange
in August 2003 and made the initial payment required by the option agreement to
the optionors, consisting of 1,100,000 common shares of the Company and
US$75,000. The shares are subject to resale restrictions for a period of four
months.
The optionors are entitled to a sliding scale net smelter return royalty ranging
from 2.5% for gold prices below US$400 per ounce and 3.5% for gold prices in
excess of US$500 per ounce. Royalties will be reduced by the amount of any
royalties payable to underlying owners and the Government of Brazil. Star
proposes to carry out a 1500 meter diamond drilling program on the project in
the early fall. Total net capitalized costs totaling $49,126 were recorded in
the second quarter of fiscal 2004 related to the acquisition of the
Tocantinzinho Properties.
ARKANSAS PROPERTIES
Black Lick and Twin Knobs II Properties
On February 5, 1999, the Company entered into an agreement with Potlatch
Corporation to purchase the surface rights to approximately 480 acres in Pike
County, Arkansas located adjacent to the Company's American Mine Property for a
total of approximately $313,000 (U.S.). In December 1999, the Company entered
into an agreement with a third party lessor to lease the undersurface rights
below the 480 acres described above. The consideration paid for the lease was
$50,000 (U.S.), 500,000 shares of the Company and the transfer to the lessor of
the surface rights which the Company purchased from Potlatch Corporation as
described above. The lease grants the rights to explore, develop and extract
diamond bearing material lying below overburden and the upper 50 feet of diamond
bearing material on those areas for which the surface rights have been acquired
and transferred to the lessor. The primary term of the lease is five years plus
two-year extensions and will continue so long as there is commercial production.
Royalties include 2% of gross sales subject to a minimum of $48,000 (U.S.) per
year after the first seven years. The Company has the right to use the surface
for plant and other facilities for additional royalties.
During fiscal 2001 through fiscal 2003, the Company conducted an exploration
program to assess these prospects as well as the American Mine and Kimberlite
Properties discussed below. Core samples totaling 14,374 feet were taken from
40 drilling locations on the Black Lick Property. Definition drilling commenced
on the Twin Knobs II Property in the third fiscal quarter of 2001, and core
samples totaling 1,211 feet were taken from five drilling locations. An
analysis of a total of 238kg of lamproite from three different core samples from
the American Mine Property and the Black Lick Property was performed and
produced 14 microdiamonds and one macrodiamond. In July 2001 the Company
excavated a bulk sample of approximately 10,000 tons on the Black Lick Property,
and approximately 2,000 tons of the bulk sample was processed through the
Company's diamond sampling plant. Three diamonds with a total carat weight of
0.38 were recovered, which was significantly less than the Company had
anticipated.
During fiscal 2003, the Company recovered several microdiamonds from drill core
from the Black Lick and American Mine Properties, which were processed at the
Diamond Recovery Plant. In May 2002 the Company drilled a total of 11 auger
holes, each five feet in diameter, on the American Mine, Black Lick and
Kimberlite Properties. Most of drilling was not successful as the holes were
terminated short of their target depths by hard sandstone blocks, which could
not be penetrated by the auger. In the third quarter of fiscal 2003 the Company
completed eleven wide diameter holes on the American Mine and Black Lick
Properties and bulk sampled approximately 900 tons of material. Bulk sampling
revealed no macrodiamonds. In December 2002, based upon the cumulative
exploration results obtained on the Arkansas Properties, the Company made the
decision to cease exploration efforts in Arkansas. Accordingly, the capitalized
costs related to the Black Lick and Twin Knobs II properties totaling $2,512,500
were written off in the third quarter of fiscal 2003.
5
STAR RESOURCES CORP.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JULY 31, 2003
2. MINERAL PROPERTIES AND DEFERRED EXPENDITURES (CONTINUED)
American Mine Property
Pursuant to an agreement dated November 4, 1992, Diamond Exploration, Inc.
("DEI"), a wholly owned subsidiary of the Company, was granted a permit to
explore a mineral property located in Pike County, Arkansas. The Company's
Diamond Recovery Plant ("the Plant") is located on this leased property. In
November 1996, the Company exercised its option to lease the property for 10
years upon the payment of $125,000 (U.S.). Yearly payments of $25,000 (U.S.)
were required for each of the four years after the first year and $40,000 (U.S.)
per year for the following five years, plus an additional $7,500 per year for
surface rentals related to the Plant. Sampling was performed on the American
Mine property in the first quarter of fiscal 1998. The Company excavated a
100-ton sample during fiscal 1998, and a total of 51 diamonds with a total carat
weight of 9.591 were recovered, including two stones greater than one carat.
During fiscal 2003 sampling was conducted on this property in conjunction with
the sampling performed on the Black Lick Property as discussed above. The lease
payment of $47,500(U.S.), due November 1, 2002, was not made by the Company.
Due to the lease expiration and the exploration results discussed above, the
capitalized costs related to the American Mine Property totaling $450,823 were
written off in the third quarter of fiscal 2003.
In March 2003 the Company sold the Plant to a third party for $350,000 (U.S.).
In conjunction with the sale, the third party paid the lessor of the American
Mine Property $47,500 (U.S.) on behalf of the Company in order to extend the
Company's lease on the property through October 31, 2003. The Company recorded
a reserve for leasehold reclamation costs of approximately $70,000, representing
the estimated costs of the Company's obligation to restore the Arkansas
properties to their original condition prior to lease expiration and to perform
reclamation activities as required by Arkansas regulatory authorities.
Kimberlite Mine Property
In November 1998, the Company executed a lease on certain property in Pike
County, Arkansas with a two-year term ending November 14, 2000 by payment of
$15,000 (U.S.). The Company extended the lease to November 14, 2002 by payment
of an additional $15,000 (U.S.) in November 2000. The Company allowed this
lease to expire in November 2002, and the capitalized costs totaling $84,034
were written off in the third fiscal quarter of 2003.
Southwest Properties
In June 1994, the Company acquired from an unrelated company its rights under
fifteen mineral leases located in the southwestern region of Arkansas covering
approximately 2,000 acres. The original dates of the leases were from May 1992
to August 1992, with terms from 10 to 20 years. In fiscal 2002 and fiscal 2003
the Company elected not to renew selected leases, and, accordingly, write-downs
representing all prior acquisition costs totaling $86,067 and $59,020,
respectively, were recorded. The capitalized costs related to the remaining
active leases totaling $35,349 were written off in the third quarter of fiscal
2003 based upon the Company's decision to cease exploration efforts in Arkansas
as discussed above.
3. DEBENTURES
In February 2002, the Company completed the issuance of $1,278,595 principal
amount of 10% secured convertible debentures ("the Debentures"). The Debentures
were convertible into 445,503 units at the rate of one unit for each $2.87
principal amount of Debenture until February 16, 2003. Each unit would consist
of one common share of the Company and one share purchase warrant with an
exercise price of $3.15, exercisable through August 16, 2003. The conversion
and share purchase warrant prices above were adjusted to reflect the Company's
seven for one share consolidation in November 2001.
6
STAR RESOURCES CORP.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JULY 31, 2003
3. DEBENTURES (CONTINUED)
On February 11, 2003, the holders of the Debentures approved the amendment of
the conversion price of the units to $0.30 and the extension of the maturity
date of the Debentures to February 16, 2004. As amended, each of the 4,261,983
units would consist of one common share of the Company and one share purchase
warrant with an exercise price of $0.30, exercisable through February 16, 2004.
Upon conversion, $97,000 principal amount of 10% Debentures held by a director
will be convertible only into common shares of the Company on the basis on one
share for each $0.30 principal amount. Additionally, the terms of the Debenture
were amended to include a mandatory conversion provision of all Debentures and
exercise of all related warrants within 30 days after the closing price of the
Company's common shares has exceeded $0.375 for ten consecutive trading days.
Interest at the rate of 10% is payable on conversion or maturity in cash, or at
the election of the Company, in common shares valued at the weighted average
trading price of the common shares of the Company for the ten trading days
preceding the interest payment date. The Debentures are secured by a general
security interest in the Company's current and future assets and by the stock of
Star U.S., Inc. ("Star"), a wholly owned subsidiary of the Company, and a
wholly-owned subsidiary of Star.
In the second quarter of fiscal 2004, several holders of the Debentures elected
to convert a total of $197,000 principal amount and received 656,666 common
shares and 656,666 common share purchase warrants with exercise prices of $0.30.
Additionally, during the second quarter of fiscal 2004, a total of approximately
$43,000 of interest accrued on the principal amounts converted was paid via the
issuance of a total of 239,781 shares, representing the conversion of the
interest amounts at weighted average prices from $0.17 to $0.21 per share.
4. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES ("GAAP")
The consolidated financial statements have been prepared in accordance with
Canadian GAAP, which differs in some respects from United States GAAP. The
material differences in respect to these financial statements between Canadian
and United States GAAP, and their effect on the Company's financial statements,
are summarized below.
Mineral Properties and Deferred Expenditures
Under United States GAAP, the preferred method for accounting for evaluation and
exploration costs on properties without proven and probable reserves is to
expense all costs incurred, other than acquisition costs, prior to the
establishment of proven and probable reserves. The effect of the application of
this method to the financial statements would be to increase net loss by
approximately $92,000 for the six months ended July 31, 2002.
Foreign Currency Translation
Under United States GAAP, shareholders' equity would reflect a foreign currency
translation gain of approximately $144,000 at January 31, 2003 and a foreign
currency translation loss of approximately $6,000 at July 31, 2003.
5. SHARE CAPITAL
On January 29, 2002 the Company completed a private placement of 5,691,376 units
at a price of $0.20 per unit, each unit to consist of one common share and one
share purchase warrant with an exercise price of $0.25 per unit. The share
purchase warrants had an expiration date of January 29, 2003, which was extended
during fiscal 2003 to January 29, 2004. The Company received a total of
$1,138,275 during the third and fourth quarters of fiscal 2002 representing
subscriptions for the private placement. Included in that amount was a total of
$188,325 representing subscriptions for 941,625 units by three of the Company's
directors.
In March 2002 the Company issued a total of 218,750 common shares to three
creditors to settle debts totaling $52,500.
7
STAR RESOURCES CORP.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JULY 31, 2003
5. SHARE CAPITAL (CONTINUED)
On September 18, 2002, the Company completed a private placement of 2,819,774
units at a price of $0.20 per unit, each unit consisting of one common share and
one share purchase warrant with an exercise price of $0.25 per unit. The share
purchase warrants have an expiration date of September 18, 2004. The Company
received a total of $563,955 during fiscal 2003 representing subscriptions for
the private placement. Included in that amount was a total of $85,240
representing subscriptions for 426,200 units by three of the Company's
directors.
In March 2003 the Company issued 1,000,000 common share options with a five-year
term and an exercise price of $0.10 to an officer. As of July 31, 2003, the
Company had a total of 2,946,429 common share options outstanding at prices
ranging from $0.10 to $0.28.
In July 2003 the Company issued a total of 107,126 common shares to three
creditors to settle debts totaling $20,917.
During the third quarter of fiscal 2004 officers, directors and employees
elected to exercise 1,596,875 options with exercise prices from $0.18 to $0.28,
and the Company received total exercise proceeds of $396,166. In August 2003
the Company issued a total of 1,622,500 common share options with a five-year
term and an exercise price of $0.30 to officers, directors and employees.
6. COMMITMENTS AND CONTINGENCIES
Except as described below, there are no material pending legal proceedings to
which the Company or any of its subsidiaries is a party or to which any of their
property is subject.
On May 15, 1998, a legal action styled James Cairns and Stewart Jackson vs.
------------------------------------
Texas Star Resources Corporation d/b/a Diamond Star, Inc. was filed in the 215th
-----------------------------------------------------
Judicial District Court of Harris County, Texas, Cause No. 9822760 wherein the
Plaintiffs allege, among other things, that the Company breached contractual
agreements and committed fraud by not timely releasing or causing to be released
from an escrow account required by Canadian law certain shares of the Company to
which Plaintiffs allege that they were entitled to receive in calendar 1995 and,
as a result of the Company's alleged actions with respect to the release of such
shares, the Plaintiffs sought monetary damages for losses in share value,
attorney's fees, court costs, expenses, interest and exemplary damages. In
1999, the litigation against the Company in Houston, Harris County, Texas, was
dismissed by the court with prejudice, leaving only the claims of James M.
Cairns, Jr. pending in British Columbia, which is generally described below.
The legal action in Texas is similar to one filed against the Company in the
Supreme Court of British Columbia, Canada, in August 1996 styled Cause No.
C96493; James M. Cairns, Jr. vs. Texas Star Resources Corporation. In January
----------------------------------------------------------
1993, the Plaintiffs were issued common stock of the Company in escrow which
shares were to be released based on exploration expenditures by the Company on
certain of its properties in Arkansas. The escrow requirements were imposed by
the Vancouver Stock Exchange. Plaintiffs requested that all of the shares be
released in 1995. At that time the Company believed that the release of said
shares when requested by the Plaintiffs was inappropriate due to legal
requirements and regulatory concerns. The shares were subsequently released to
the Plaintiffs. The Company intends to vigorously defend the allegations of the
Plaintiffs in the pending litigation in British Columbia and in Texas (if the
case is appealed or refiled) and believes it has meritorious defenses to such
claims. No procedings in the action in British Columbia have been taken by the
Plaintiff since March 30, 2000. However, the Company cannot provide any
assurances that it will be successful, in whole or in part, with respect to its
defense of the claims of the Plaintiffs. If the Company is not successful, any
judgement obtained by Plaintiffs could have a material and adverse effect on its
financial condition.
8
STAR RESOURCES CORP.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JULY 31, 2003
7. GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses consisted of the following:
Three Months Ended July 31, Six Months Ended July 30,
2003 2002 2003 2002
------------- --------------- ----------- ---------------
Consulting fees $ - $ 79,439 $ 2,344 $ 108,529
Depreciation expense 5,767 7,361 9,878 14,723
Entertainment 8,494 7,994 12,197 16,362
Insurance 1,059 4,861 1,059 5,734
Office expenses 12,201 14,307 21,471 32,264
Professional fees 40,519 7,666 60,772 25,535
Rent 9,401 8,049 17,034 16,418
Repairs and maintenance 9,286 61,649 13,787 83,342
Salary 74,861 123,849 163,118 223,186
Shareholder relations 16,813 14,294 17,644 19,372
Travel 24,754 22,055 34,214 26,488
Utilities - 9,588 5,323 14,269
------------- --------------- ----------- ---------------
Total $ 203,155 $ 361,112 $ 358,841 $ 586,222
============= =============== =========== ===============
(This portion of the page is intentionally left blank.)
9
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Form 10-Q under "Part I - Item 1. Financial
Information," "Part I - Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations," "Part II - Item 1. Legal
Proceedings" and elsewhere constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform
Act"). Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following:
general economic and business conditions; competition; success of operating
initiatives; the success (or lack thereof) with respect to the Company's
exploration and development operations on its properties; the Company's ability
to raise capital and the terms thereof; the acquisition of additional mineral
properties; changes in business strategy or development plans; exploration and
other property writedowns; the continuity, experience and quality of the
Company's management; changes in or failure to comply with government
regulations or the lack of government authorization to continue certain
projects; the outcome of litigation matters, and other factors referenced from
time to time in the Company's filings with the Securities and Exchange
Commission. The use in this Form 10-Q of such words as "believes", "plans",
"anticipates", "expects", "intends" and similar expressions are intended to
identify forward-looking statements, but are not the exclusive means of
identifying such statements. The success of the Company is dependent on the
efforts of the Company, its employees and many other factors including,
primarily, its ability to raise additional capital and establishing the economic
viability of any of its exploration properties.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
-----------------------------------------------------------------
RESULTS OF OPERATIONS
- -----------------------
Results of Operations - For the Three and Six Month Periods Ended July
31, 2003 and 2002
All dollar amounts referred to herein are in Canadian Dollars unless
otherwise stated. As of September 12, 2003, the exchange rate is $1.00
(Canadian) = $0.7337 (U.S.)
The Company is in the exploration stage and has no revenues from operations
other than rental income related to the Diamond Recovery Plant ("the Plant")
totaling approximately $1,079,000 from inception and gains on sales of the Plant
and equipment. None of its Properties have proven to be commercially
developable to date and as a result the Company has not generated any revenue
from these activities. The Company's existing properties are gold prospects in
Brazil, as discussed in Note 2, which were acquired in August 2003 and on which
the Company will begin exploration activities in the second half of fiscal 2004.
The Company capitalizes expenditures associated with the direct acquisition,
evaluation and exploration of mineral properties. When an area is disproved or
abandoned, the acquisition costs and related deferred expenditures are
written-off. The net capitalized cost of each mineral property is periodically
compared to management's estimation of the net realizable value and a write-down
is recorded if the net realizable value is less than the cumulative net
capitalized costs. As discussed in Note 2, during fiscal 2003 the Company
decided to cease exploration activities in on its diamond prospects in Arkansas
due to disappointing exploration results, and the total of $3,141,726 of
accumulated capitalized costs related to the Arkansas leases were written off.
The Company's revenues during the six months ended July 31, 2003 are
primarily comprised of the gain from the sale of the diamond sorting and
recovery plant ("the Plant"). The Plant was sold to a third party for US$350,000
and was fully depreciated at disposal. As discussed in Note 2, the Plant is
located on the American Mine Property. The Company recorded a reserve for
leasehold reclamation of approximately US$50,000, which represents the estimated
costs to return the leased property to its original condition and to complete
environmental reclamation as required by the Arkansas regulatory authorities.
During the three months ended July 31 2003 and the three and six months ended
July 31, 2002 the Company's revenues were comprised entirely of interest income.
The Company has not received any revenues from mining operations from inception.
10
General and administrative expenses during the first two quarters decreased
by approximately $227,000, or 39%, from fiscal 2003 to fiscal 2004. Similarly,
general and administrative expenses decreased by approximately 158,000 or 44%
from the quarter ended July 31, 2002 to the quarter ended July 31, 2003. The
reductions are due to the curtailment of exploration activities in Arkansas and
the resulting closing of the Plant, which was effective in the fourth quarter of
fiscal 2003. During the first quarter of 2004 the Company hired a new president
and commenced the evaluation of several mineral prospects, principally gold
prospects in Brazil. These efforts resulted in the signing of an option to
purchase 28,275 hectares of mineral exploration licenses in Brazil known as the
Tocantinzinho Properties. The Company anticipates that general and
administrative expenses during the final two quarters of fiscal 2004 will
increase from the level experienced in the first two quarters of fiscal 2004 as
the Company incurs consulting and exploration expenditures related to the above
prospect.
FINANCIAL CONDITION; LIQUIDITY AND CAPITAL RESOURCES.
As of July 31, 2003 and January 31, 2003, the Company had working capital
deficits of $1,377,745 and $62,984, respectively. The increase in the working
capital deficit from January 31, 2003 to July 31, 2003 is primarily due to the
classification of the Debentures and related interest (totaling $1,346,808 and
$1,528,709, respectively) as current at July 31, 2003 and long-term at January
31, 2003. At July 31, 2003, the Company had current assets of $145,256,
including $144,622 in cash, compared to total current liabilities of
$1,523,001.
On February 11, 2003, the holders of the Debentures approved the amendment
of the conversion price of the units to $0.30 and the extension of the maturity
date of the Debentures to February 16, 2004. As amended, each of the 4,261,983
units would consist of one common share of the Company and one share purchase
warrant with an exercise price of $0.30, exercisable through February 16, 2004.
Upon conversion, $97,000 principal amount of 10% Debentures held by a director
will be convertible only into common shares of the Company on the basis on one
share for each $0.30 principal amount. Additionally, the terms of the Debenture
were amended to include a mandatory conversion provision of all Debentures and
exercise of all related warrants within 30 days after the closing price of the
Company's common shares has exceeded $0.375 for ten consecutive trading days.
In the second quarter of fiscal 2004, several holders of the Debentures
elected to convert a total of $197,000 principal amount and received 656,666
common shares and 656,666 common share purchase warrants with exercise prices of
$0.30. Additionally, during the second quarter of fiscal 2004, a total of
approximately $43,000 of interest accrued on the principal amounts converted was
paid via the issuance of a total of 239,781 shares, representing the conversion
of the interest amounts at weighted average prices from $0.17 to $0.21 per
share.
The debenture financing was a private placement and was made pursuant to
the private placement laws of Canada and pursuant to the exemptions provided by
Section 4(2), Rule 506 of Regulation D, and Regulation S under the United States
Securities Act of 1933.
During the third quarter of fiscal 2004 officers, directors and employees
elected to exercise 1,596,875 options with exercise prices from $0.18 to $0.28,
and the Company received total exercise proceeds of $396,166.
The Company has no properties that have proven to be commercially
developable and has no revenues from mining operations other than the rentals
received from the Plant and the proceeds from the sales of the Plant and related
equipment. The rights and interests in the Tocantinzinho Properties in Brazil
and the American Mine Property in Arkansas constitute the Company's current
mineral holdings, and the Company does not intend to pursue exploration
activities in Arkansas in the future. At this point in time, the Company
estimates that an initial exploration program on the Tocantinzinho Property will
require the expenditure of at least US$300,000, which will be primarily funded
by the option exercise in August 2003 discussed above. The Company cannot
estimate with any degree of certainty either the time or the amount of funds
that will be required to acquire and conduct additional exploration activities
11
on new prospects, particularly the Toncantinzinho Property. The Company intends
to seek additional equity financing during fiscal 2004, including the potential
exercise or conversion of the 10% Debentures, warrants and outstanding options.
The inability of the Company to raise further equity financing will adversely
affect the Company's business plan, including its ability to acquire additional
properties and perform exploration activities on such acquired properties. If
additional equity is not available, the Company may seek additional debt
financing or seek exploration partners to assist in funding acquisition or
exploration efforts. Historically, the Company has been able to successfully
raise capital as required for its business needs; however, no assurances are
made by the Company that it can continue to raise debt or equity capital for a
number of reasons including its history of losses and property writedowns, the
decline in the price of its common stock, the number of shares outstanding and
the Company's limited and speculative asset base of exploration properties and
prospects.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
-----------------------------------------------------------------
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
---------------------------
(a) Evaluation of disclosure controls and procedures.
The term "disclosure controls and procedures" (defined in SEC
rule 13a-14(c)) refers to the controls and other procedures of a
company that are designed to ensure that information required to
be disclosed by a company in the reports that it files under the
Securities Exchange Act of 1934 (the "Exchange Act") is recorded,
processed, summarized and reported within required time periods.
The Company's Chairman, who also serves as the Company's
principal financial officer, has evaluated the effectiveness of
the Company's disclosure controls and procedures as of a date
within 90 days before the filing of this quarterly report, and he
concluded that, as of such date, the Company's controls and
procedures were effective.
(b) Changes in internal controls.
The Company maintains a system of internal accounting controls
that are designed to provide reasonable assurance that its books
and records accurately reflect its transactions and that
established policies and procedures are followed. There were no
significant changes to the Company's internal controls or in
other factors that could significantly affect its internal
controls subsequent to such evaluation.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
-------------------
Except as described in "Part I - Item 1 - Financial Information - Note 6 of
Notes to Interim Consolidated Financial Statements (Unaudited)" which
description is incorporated in its entirety by this reference into this part,
there are no material pending legal proceedings to which the Company or any of
its subsidiaries is a party or to which any of their property is subject.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
------------------------------------------------
Any issuances or sales of equity securities resulting in cash proceeds to
the Company described in "Part 1. Item 2. Liquidity and Capital Resources",
were made in reliance on exemptions from registration provided by Regulation D,
Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
-----------------------------------
Not applicable.
12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
------------------------------------------------------------
The Company's Annual General Meeting of Shareholders was held July 30,
2003. The nominees elected as directors at such meeting and the number of
shares voted for, against or withholding authority for each director are listed
below:
Shares
-------------------------------------
Director/ Nominee In Favor Against Withheld Abstain
--------- ------- -------- -------
Patrick L. Glazier 4,218,289 - 39,769 -
Brian C. Irwin 4,218,289 - 39,769 -
Mark E. Jones, III 4,217,576 - 40,482 -
Daniel B. Leonard 4,218,289 - 39,769 -
Leendert G. Krol 4,217,576 - 40,482 -
Roger H. Mitchell 4,218,289 - 39,769 -
Roger D. Morton 4,218,289 - 39,769 -
The following is a brief description of each other matter submitted to vote at
such meeting and the number of shares voted for, against or withholding
authority:
Shares
-------------------------------------
Description of matter In Favor Against Withheld Abstain
- ---------------------------------------------------------------------------- --------- ------- -------- -------
1. To fix the number of directors at seven. 4,220,425 37,633 - -
2. To appoint Morgan & Co. as auditor. 4,220,603 - 37,455 -
3. To authorize the directors to fix the
renumeration to be paid to the auditors. 4,217,611 40,447 - -
4. To authorize the Directors to amend
stock options. 3,452,126 41,982 - 763,950
5. To approve amendments to the
Company's Stock Option Plan. 4,219,068 38,990 - -
6. To pass a special resolution changing the
name of the Company to Jaguar Resources
Corporation. 5,553,602 757,042 427 238,875
7. To pass a special resolution to alter the
Company's memorandum to reflect the
above name change. 4,217,252 36,806 - -
8. To transact such other business as may properly come before the meeting. 4,221,252 36,806 - -
ITEM 5. OTHER INFORMATION.
-------------------
Not applicable.
13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
--------------------------------------
(a) Exhibits.
See Index of Exhibits.
(b) Reports on Form 8-K.
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
STAR RESOURCES CORP.
(Registrant)
Dated: September 15, 2003 By: /s/ Mark E. Jones, III
--------------------------
MARK E. JONES, III
Chairman
(and principal financial officer)
14
CERTIFICATION
-------------
I, Mark E. Jones, III, Chairman of Star Resources Corp., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Star Resources Corp.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to me by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report my conclusions about the
effectiveness of the disclosure controls and procedures based on my
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Dated: September 15, 2003
/s/ Mark E. Jones, III
--------------------------
Mark E. Jones, III
Chairman
(and principal financial officer)
15
INDEX OF EXHIBITS
Exhibit No. Description of Exhibits
- ----------- ---------------------------------------------------------------------------------
10.56 Option Agreement, Tocantinzinho Project - Brazil dated July 31, 2003.
99 Certification of Chairman pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act o
16