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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 2O549
FORM 1O-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Mark one)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2002 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission File Number 0-16097
BAY RESOURCES LTD.
(Exact name of Registrant as specified in its charter)
Delaware 98-0079697
- ------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organisation) Identification No.)
Level 8, 580 St. Kilda Road, Melbourne, Victoria, 3004 Australia
-------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 0ll (613) 8532 2860
Securities registered pursuant to Section 12(b) of the Act :
Title of each class Name of each exchange
on which registered
N/A N/A
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.0001 per share
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements 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]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the restraint has filed all documents and reports
required to be filed by Section 12,13 or 15(d) of the Securities Exchange Act of
1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes___________ No____________
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. There were 6,347,089
outstanding shares of Common Stock as of December 31, 2002.
1
PART 1
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INTRODUCTION TO INTERIM FINANCIAL STATEMENTS.
The interim financial statements included herein have been prepared by
Bay Resources Ltd. (the "Company") without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (The "Commission").
Certain information and footnote disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations, although
the Company believes that the disclosures are adequate to make the information
presented not misleading. These interim financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended June 30, 2002.
In the opinion of management, all adjustments, consisting of normal
recurring adjustments and consolidating entries, necessary to present fairly the
financial position of the Company and subsidiaries as of December 31, 2002 and
December 31, 2001, the results of its operations for the three and six month
periods ended December 31, 2002 and December 31, 2001, and the changes in its
cash flows for the three month periods ended December 31, 2002 and December 31,
2001, have been included. The results of operations for the interim periods are
not necessarily indicative of the results for the full year.
UNLESS OTHERWISE INDICATED, ALL FINANCIAL INFORMATION PRESENTED IS IN
AUSTRALIAN DOLLARS.
2
BAY RESOURCES LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2002 and June 30, 2002
and December 31, 2001
(Unaudited)
ASSETS
Dec 31 June 30 Dec 31
2002 2002 2001
A $000's A $000's A $000's
-------- -------- --------
Current Assets:
Cash $ 1 $ - $ 3
Staking Deposit 23 23 -
---------------------------------------
Total Current Assets 23 23 3
---------------------------------------
Other Assets:
Capitalised Mining & Exploration - - -
Investment securities - - -
---------------------------------------
Total Other Assets - - -
---------------------------------------
Total Assets $ 24 $ 23 $ 3
=======================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable and Accrued Expenses $ 548 $ 449 $ 399
Short- Term Loan - Affiliate 20 36 -
---------------------------------------
Total Current Liabilities 568 485 399
---------------------------------------
Long-Term Debt 1,029 784 731
---------------------------------------
Total Liabilities 1,597 1,269 1,130
---------------------------------------
Stockholders' Equity (Deficit):
Common Stock: $.0001 par value
25,000,000 shares authorised,
6,347,089 issued and outstanding 1 1 1
Less Treasury Stock at Cost, 2,500 shares (20) (20) (20)
Additional Paid-in-Capital 25,175 25,175 25,175
Accumulated other Comprehensive Loss - - (1,989)
Retained Deficits (26,729) (26,402) (24,294)
---------------------------------------
Total Stockholders' Deficit (1,573) (1,246) (1,127)
---------------------------------------
Total Liabilities and
Stockholders' Equity $ 24 $ 23 $ 3
=======================================
The accompanying notes are an integral part of these
consolidated financial statements.
3
BAY RESOURCES LTD. AND SUBSIDIARIES
Consolidated Statements of Operations
Three Months Ended December 31, 2002 and 2001
and six months ended December 31, 2002 and 2001
(Unaudited)
Three Three Six Six
Months Months Months Months
Ended Ended Ended Ended
Dec 31 Dec 31 Dec 31 Dec 31
2002 2001 2002 2001
A $000's A $000's A $000's A $000's
-------- -------- -------- --------
Revenues:
Other Income $ - $ - $ - $ -
------------------------------------------------------
Costs and Expenses:
Exploration Expenditure 94 - 111 -
Interest Expense 32 21 62 41
Legal, Accounting & Professional 22 3 28 4
Administrative 69 99 126 178
------------------------------------------------------
217 123 327 223
------------------------------------------------------
Loss from Operations (217) (123) (327) (223)
------------------------------------------------------
Income (Loss) before Income Tax (217) (123) (327) (223)
Provision for Income Tax - - - -
------------------------------------------------------
Net Income (Loss) $ (217) $ (123) $ (327) $ (223)
======================================================
Earnings Per Common Equivalent Share $ (.03) $ (.02) $ (.05) $ (0.03)
======================================================
Weighted Number of Common
Equivalent Shares Outstanding 6,347 6,347 6,347 6,347
======================================================
The accompanying notes are an integral part of these
consolidated financial statements
4
BAY RESOURCES LTD. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
December 31, 2002 and June 30, 2002
and December 31, 2001
(Unaudited)
Accumulated
Common Treasury Retained Other
Stock Stock at Paid in Earnings Comprehensive
Shares Amount Cost Capital Deficit Loss Total
000's A$000's A$000's A$000's A$000's A$000's A$000's
------ ------- ------- -------- --------- ------------- -------
Balance June 30, 2001 6,347 $ 1 $ (20) $ 25,175 $(24,071) $ (1,989) $ (904)
Comprehensive Income
Net loss six months ending
12-31-01 - - - - (223) - (223)
-------
Total Comprehensive Income - - - - - - (223)
------------------------------------------------------------------------
Balance September 30, 2001 6,347 $ 1 $ (20) $ 25,175 $(24,294) $ (1,989) $(1,127)
Comprehensive Income
Net loss six months ending
6-30-02 - - - - (119) - (119)
Reclassification of Permanent
Decline in Investment
Securities - - - - (1,989) 1,989 -
Total Comprehensive Income - - - - (2,231) 1,989 (242)
------------------------------------------------------------------------
Balance June 30, 2002 6,347 $ 1 $ (20) $ 25,175 $(26,402) $ - $(1,246)
Comprehensive Income
Net loss six months ending
12-31-02 - - - (327) - (327)
-------
Total Comprehensive Income - - - - - (327)
------------------------------------------------------------------------
Balance September 30, 2002 6,347 $ 1 $ (20) $ 25,175 $(26,729) $ - $ 1,573
========================================================================
The accompanying notes are an integral part of these
consolidated financial statements.
5
BAY RESOURCES LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Six Months Ended December 31, 2002 and 2001
and Year Ended June 30, 2002
(Unaudited)
Six Six
Months Year Months
Ended Ended Ended
Dec 31 June 30 Dec 31
2002 2002 2001
A$000's A$000's A$000's
------- ------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (327) $ (342) $ (223)
Adjustments:
Staking Deposit - (23) -
Accounts Payable and Accrued Liabilities 99 185 135
Short - Term Loan - Affiliate (16) 36 -
---------------------------------------
Net Cash Provided (Used) in Operating Activities (244) (144) (88)
---------------------------------------
CASH FLOW FROM INVESTING ACTIVITIES:
Net Cash Provided (Used) in Investing Activities - - -
---------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Borrowing from Affiliate 245 143 90
---------------------------------------
Net Cash Provided by Financing Activities 245 143 90
---------------------------------------
Net Increase (Decrease) in Cash 1 (1) 2
Cash at Beginning of Year - 1 1
---------------------------------------
Cash at End of Year $ 1 $ - $ 3
=======================================
Supplemental Disclosures:
Interest Paid (Net Capitalised) 62 90 41
Income Tax Paid $ - - 1
The accompanying notes are an integral part of these
consolidated financial statements
6
BAY RESOURCES LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, June 30, 2002 and
December 31, 2001
(1) ORGANISATION
Bay Resources Ltd. (Bay Resources) is incorporated in the State of Delaware. The
principal shareholder of Bay Resources is Edensor Nominees Proprietary Limited
(Edensor), an Australian corporation. Edensor owned 78.8% of Bay Resources as of
December 31, 2002. Bay Resources acquired a controlling interest on September 3,
1987 in former subsidiary, Solmecs Corporation N.V. ("Solmecs") and 100%
ownership on January 2, 1992. Bayou sold its interest in Solmecs effective June
5, 1998. During fiscal 1998, Bay Resources incorporated a further subsidiary,
Baynex.com Pty Ltd, under the laws of Australia. Baynex.com Pty Ltd has not
traded at September 30, 1998. On August 21, 2000, Bay Resources incorporated a
new wholly owned subsidiary, Bay International Pty Ltd, a corporation
incorporated under the laws of Australia. In June 2002, the Company incorporated
a new wholly owned subsidiary, 4075251 Canada Inc, a corporation incorporated
under the laws of Canada. 4075251 Canada Inc is the vehicle that will be used by
the Company to undertake exploration activities for gold in Canada. In December
2002, the name of its 100% owned subsidiary was changed from Baynet
International Pty Ltd to Bay Resources (Asia) Pty Ltd.
(2) INVESTMENT SECURITIES
The following is a summary of Investment Securities at December 31, 2002, June
30, 2002 and December 31, 2001:
Dec 31 June 30 Dec 31
2002 2002 2001
A$000's A$000's A$000's
------- -------- --------
Investment Cost Method
Available for Sale Securities $ 4,516 $ 4,516 $ 4,516
Gross Realised Loss or impairment (4,516) (4,516) (4,516)
---------------------------------------
Marketable Equity Securities,
at fair value $ - $ - $ -
=======================================
The investment using this cost method is carried at cost. Dividends received
from the investment carried at cost are included in other income. Dividends
received in excess of the Company's proportionate share of accumulated earnings
("return of capital dividends") are applied as a reduction of the cost of the
investment. No securities were sold during 2002 and 2001 and all securities were
treated as available for sale for 2002 and 2001.
(3) SHORT TERM AND LONG TERM DEBT
The following is a summary of Bay Resources borrowing arrangements as of
December 31, 2002, June 30, 2002 and December 31, 2001.
Dec 31 June 30 Dec 31
2002 2002 2001
A$000's A$000's A$000's
------- ------- -------
Long-Term
Loan from corporations affiliated with the
President of Bay Resources. Interest accrues at
the ANZ Banking Group Limited rate
+ 1% for overdrafts over $100,000.
Repayment of loan not required
before June 30, 2003. $ 1,029 $ 784 $ 731
Total Long-Term $ 1,029 $ 784 $ 731
=======================================
(4) AFFILIATE TRANSACTIONS
Bay Resources advances to and receives advances from various affiliates. All
advances between consolidated affiliates are eliminated on consolidation. At
December 31, 2002, Bay Resources had no outstanding advances to or from
unconsolidated affiliated companies. $455,000, $389,000 and $368,000 of accounts
payable for the years shown is due to an affiliated management company.
Bay Resources paid management fees to this affiliated management company in the
amounts of $60,000, $150,000 and $75,000 respectively. These entities are
affiliated through common management and ownership.
7
BAY RESOURCES LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, June 30, 2002 and
December 31, 2001
(5) GOING CONCERN
The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles, which contemplates
continuation of Bay Resources as a going concern. However, Bay Resources has
sustained recurring losses. In addition, Bay Resources has a net working capital
deficiency which raises substantial doubts as to its ability to continue as
going concerns. Bay Resources anticipates that it will be able to defer
repayment of certain of its short term loan commitments until it has sufficient
liquidity to enable these loans to be repaid or other arrangements to be put in
place. In addition Bay Resources has historically relied on loans and advances
from corporations affiliated with the President of Bay Resources. Based on
discussions with these affiliate companies, Bay Resources believes this source
of funding will continue to be available. Other than the arrangements noted
above, Bay Resources has not confirmed any other arrangement for ongoing
funding. As a result Bay Resources may be required to raise funds by additional
debt or equity offerings in order to meet its cash flow requirements during the
forthcoming year.
(6) SALE OF SOLMECS
Pursuant to a stock purchase agreement dated as of June 5, 1998, the Company
acquired 499,701 shares in SCNV Acquisition Corp ("SCNV"), representing
approximately 24% of the issued and outstanding share capital of SCNV, in return
for the whole of the share capital of Solmecs Corporation N.V., a Netherlands
Antilles company which prior to the exchange was formerly a wholly owned
subsidiary of the Company. The 499,701 shares has been valued at US$2,800,000 or
A$4,516,000 and will be accounted for using the cost method because the Company
does not exercise significant influences over SCNV's operating and financial
activities (see note 4). The sale resulted in a gain of $5,899,000.
SCNV is a Delaware corporation established May 1997 to select, develop and
commercially exploit proprietary technologies, in various stages of development,
invented primary by scientists who immigrated to Israel from and by scientists
and institutions in Russia and other countries that formerly comprised the
Soviet Union. Simultaneously with the SCNV stock acquisition by the Company,
SCNV completed an initial public offering of common stock and warrants which
resulted in gross proceeds of approximately US$5,900,000.
The Company has been granted certain demand and "piggyback" registration rights
with respect to the SCNV shares. Notwithstanding the foregoing, the Company has
agreed not to sell, grant options for sale or assign or transfer any of the SCNV
shares, for a period of 24 months from the closing of the ("Lock-up") agreement,
which expired in June 2000. Bay Resources has requested SCNV to take the
necessary steps to register Bay Resources' shareholding in SCNV. The Company
does not currently have any plans to distribute the shares.
(7) INCOME TAXES
Bay Resources files its income tax returns on an accrual basis. Bayou has carry
forward losses of approximately US$19 million as of June 30, 2002 which expire
in the years 2003 through 2022. Bay Resources will need to file tax returns for
those years of the NOL carryforwards. Due to the uncertainty as to realisation
of these losses, a valuation allowance of US$6.0 million has been recorded to
off set the tax benefit of the carry forward losses. During the year ended June
30, 2002, Bay Resources provided for a net change in its valuation allowance of
US$10,000.
(8) CANADIAN AGREEMENT
During the 2002 fiscal year, Bay continued to expand its gold exploration
business by entering into an agreement to explore for gold on extensive property
interests in northern Canada held by Tahera Corporation; and making application
via a new 100% owned subsidiary, 407521 Canada Inc, for properties in the highly
prospective Committee Bay Greenstone Belt in Nunavut, Canada.
(9) NEW BUSINESS OPPORTUNITY
On November 25, 2002, the Company announced that it had signed a joint venture
contract with the Tibet Bureau of Geology and Minerals Exploration Development,
China to earn a 51% interest ( with the right to earn up to a 70% interest in
two drilled porphyry zones and the surrounding higher risk exploration areas) in
the Xigaze copper belt running in a 200km east-west trend either side of Lhasa.
The exploration block of about 40,000km2 contains eight known porphyry deposits.
To date, only two have been drill tested - in west Chong Jiang and east of Lhasa
Qu Long.
Qu Long is the main area with a huge central ore zone fully exposed with no soil
or vegetation cover. Whilst only one hole has been completed, it intersected 500
meters of approximately 1% copper with several thick higher-grade intervals of
4% copper. Gold grades are known from surface sampling, but core assays are not
yet available. Based on the surface grades, it is suspected that there will be
0.3 grams per tonne ("gt") gold credits along with silver and molybdenum. The
central ore zone at Qu Long measures over 1 kilometer, it stands over 500 meters
above the valley floor and has been drilled to 500 meters depth - a block of
mineralized rock over 1 kilometer in each dimension, potentially a significantly
large ore zone. Clearly much more drilling is required to define the ore deposit
and the average grade, this has the potential to be a world class deposit
containing over 5 million tones of copper metal as well as substantial credits
of silver, gold and molybdenum.
8
BAY RESOURCES LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, June 30, 2002 and
December 31, 2001
(9) NEW BUSINESS OPPORTUNITY (CONTINUED)
Chong Jiang is more thoroughly tested with four drill holes and over 700 meters
of adit development. On the eastern side (closer to the main porphyry intrusion)
drill hole No. 2 and an adit both intersected 1% copper ore and 0.2 g/t gold.
From an exploration point of view this warrants further exploration.
Other porphyry deposits have been recognized and explored by rock chip sampling
and shallow trenching. Both copper and gold grades are encouraging but as yet no
drilling has been completed. It is significant that these deposits were only
discovered late in 1999 - the first drill holes were only completed last year at
Chong Jian, and Qu Long was first drilled in August 2002.
The Xigaze porphyry deposits also show evidence of elevated gold credits similar
to Grasberg and Batu Hijau deposits in Indonesia. Even more significant are the
large discrete gold geochemical anomalies extending east from Qu Long. At this
stage further exploration is required to know what these represent, they could
be gold rich phases of the copper porphyry, and they may prove to be gold
systems in their own right. Grasberg was expressed as a 2km(2) 2gt gold target.
These are much weaker surface expressions but also up to 2km(2) in area. Without
drilling it is not known how much leaching has occurred.
The Company believes the Xigaze porphyry belt is an outstanding exploration and
development opportunity. The BGMR geologists and the Minister believe the
resource potential already exceeds 10 million tones of contained copper metal,
perhaps even twice this amount, and it also has significant credits of silver,
gold and molybdenum. The Company's exploration commitment is a minimum 3 years,
and US$7 million, and in total, seven years for exploration and feasibility
totalling US$35 million. The Heads of Agreement covers a period of 30 years
(including the 7 years for exploration and feasibility and 23 years for mining)
and can be extended if the economics of the project justify an extension.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FUND COSTS CONVERSION
The consolidated statements of income and other financial and operating data
contained elsewhere here in and the consolidated balance sheets and financial
results have been reflected in Australian dollars unless otherwise stated.
The following table shows the average rate of exchange of the Australian dollar
as compared to the US dollar during the periods indicated:
6 months ended December 31, 2001 A$1.00 = U.S. $.5128
6 months ended December 31, 2002 A$1.00 = U.S. $.5650
RESULTS OF OPERATION
THREE MONTHS ENDED DECEMBER 31, 2002 VS. THREE MONTHS ENDED DECEMBER 31, 2001.
The Company is primarily engaged in mineral exploration activities and to date
has not generated revenues from such activities.
Costs and expenses increased from A$123,000 in the three months ended December
31, 2001 to A$217,000 in the three months ended December 31, 2002. The Company's
financial statements are prepared in Australian dollars (A$). Since December 31,
2001 the A$ compared to the United States dollar (US$) has appreciated by 10.2%.
A number of the costs and expenses of the Company are incurred in US$ and the
conversion of these costs to A$ means that the comparison of December 2002 to
2001 does not always present a true comparison. The increase is a net result of:
a) an increase in interest expense from A$21,000 for the three months
ended December 31, 2001 to A$32,000 for the three months ended December
31, 2002 as a result of the increase in long term debt of the Company
required to fund the Company's operations and an increase in interest
rates in Australia over that period.
b) an increase in legal accounting and professional expense from A$3,000
for the three months ended December 31, 2001 to A$22,000 for the three
months ended December 31, 2002.
c) a decrease in administrative costs including salaries from A$99,000 in
the three months ended December 31, 2001 to A$69,000 in the three
months ended December 31, 2002 as the charge from AXIS Consultants Pty
Ltd for management services was less than in the comparable period of
the prior year.
d) an increase in the exploration expenditure expense from $nil for the
three months ended 31 December 2001 to $83,000 for the three months
ended 30 September 2002. In mid 2002, the Company commenced exploration
activities in Canada for the first time and introduced an accounting
policy of expensing all exploration expenditure as incurred.
As a result of the foregoing, the loss from operations increased from A$123,000
for the three months ended December 31, 2001 to A$217,000 for the three months
ended December 31, 2002.
The net loss was A$217,000 for the three months ended December 31, 2002 compared
to a net loss of A$123,000 for the three months ended December 31, 2001.
SIX MONTHS ENDED DECEMBER 31, 2002 VS. SIX MONTHS ENDED DECEMBER 31, 2001.
Costs and expenses increased from A$223,000 in the six months ended December 31,
2001 to A$327,000 in the six months ended December 31, 2002. The Company's
financial statements are prepared in Australian dollars (A$). Since December 31,
2001 the A$ compared to the United States dollar (US$) has appreciated by 10.2%.
A number of the costs and expenses of the Company are incurred in US$ and the
conversion of these costs to A$ means that the comparison of December 2002 to
2001 does not always present a true comparison. The increase is a net result of:
a) an increase in interest expense from A$41,000 for the six months ended
December 31, 2001 to A$62,000 for the six months ended December 31,
2002 as a result of the increase in long term debt of the Company
required to fund the Company's operations and an increase in interest
rates in Australia over that period.
b) an increase in legal accounting and professional expense from A$4,000
for the six months ended December 31, 2001 to A$28,000 for the six
months ended December 31, 2002 as a result of the work involved in
regards the new explration activities in Canada and Tibet.
c) a decrease in administrative costs including salaries from A$178,000 in
the six months ended December 31, 2001 to A$126,000 in the six months
ended December 31, 2002 as the charge from AXIS Consultants Pty Ltd for
management services was less than in the comparable period of the prior
year.
d) an increase in the exploration expenditure expense from $nil for the
six months ended 31 December 2001 to $111,000 for the six months ended
30 September 2002. In mid 2002, the Company commenced exploration
activities in Canada for the first time and introduced an accounting
policy of expensing all exploration expenditure as incurred.
As a result of the foregoing, the loss from operations increased from A$223,000
for the six months ended December 31, 2001 to A$327,000 for the six months ended
December 31, 2002.
The net loss was A$327,000 for the six months ended December 31, 2002 compared
to a net loss of A$223,000 for the six months ended December 31, 2001.
10
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2002 the Company had short-term obligations of A$568,000
comprising accounts payable and accrued expenses and long term debt of
A$1,029,000.
The Company anticipates that it will be able to defer repayment of certain of
its short-term loan commitments, until it has sufficient liquidity to enable
these loans to be repaid, of which there can be no assurance. In addition the
Company has historically relied upon loans and advances from affiliates to meet
a significant portion of the Company's cash flow requirements which the Company
believes, based on discussions with such affiliates, will continue to be
available during fiscal 2003.
Other than the arrangements above the Company has not confirmed any further
arrangements for ongoing funding. As a result the Company will be required to
raise funds from additional debt or equity offerings in order to meet its cash
flow requirements during the forthcoming year and to fund its contribution to
the proposed Tibetan joint venture.
CAUTIONARY SAFE HARBOR STATEMENT UNDER THE UNITED STATES PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995.
Certain information contained in this Form 10-Q is forward looking information
within the meaning of the Private Securities Litigation Act of 1995 (the "Act")
which became law in December 1995. In order to obtain the benefits of the "safe
harbor" provisions of the act for any such forwarding looking statements, the
Company wishes to caution investors and prospective investors about significant
factors which among others have affected the Company's actual results and are in
the future likely to affect the Company's actual results and cause them to
differ materially from those expressed in any such forward looking statements.
This Form 10-Q report contains forward looking statements relating to future
financial results. Actual results may differ as a result of factors over which
the Company has no control including, without limitation, the risks of
exploration and development stage projects, political risks of development in
foreign countries, risks associated with environmental and other regulatory
matters, mining risks and competition and the volatility of gold and copper
prices, and movements in the foreign exchange rate. Additional information which
could affect the Company's financial results is included in the Company's Form
10-K on file with the Securities and Exchange Commission.
ITEM 3. QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Bay Resources is exposed to interest rate risk primarily through its loan
facilities. The Company utilizes these borrowings to meet its working capital
needs.
At September 30, 2002, the Company had outstanding borrowings of approximately
$1,029,000 under its Loan Facilities. In the event that interest rates
associated with these facilities were to increase 100 basis points, the impact
on future cash flows would be a decrease of approximately $10,290 annually.
ITEM 4. CONTROLS AND PROCEDURES
Within 90 days prior to the date of the filing of this report, the Company's
Chief Executive Officer and Chief Financial Officer conducted an evaluation of
the effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation,
such officers concluded that our disclosure controls and procedures are
effective to ensure that information gathered, analysed and disclosed on a
timely basis.
There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of the evaluation referred to above.
11
PART 2 - OTHER INFORMATION
ITEM 5. OTHER INFORMATION
NEW BUSINESS OPPORTUNITY
On December 4, 2002, the Company announced that it had signed the contract for a
co-operative joint venture with the Tibet Bureau of Geology and Minerals
Exploration and Development ("Tibet BGMR"), China, previously announced on
October 31, 2002. Bay Resources can earn a minimum 51% interest, with the right
to earn up to 70% interest by a further capital investment, in two drill tested
porphyry copper-gold deposits (Chong Jiang and Qu Long). Bay Resources can earn
a 70% interest in the surrounding exploration area of approximately 15,000
square kilometres, where previous exploration by the Tibet BGMR has defined a
further six porphyry targets, which have not yet been drill tested. These
additional six porphyry targets were defined by regional geochemical surveys,
with anomalous areas being further refined with ground geophysics, and finally
trenching of mineralized areas.
Drilling of the Chong Jiang porphyry copper-gold deposit about 120 kilometres
west of Lhasa has recovered 1% copper and 0.2 grams per tonne ("g/t") gold over
300 metres in one hole, with similar grades over 93 metres in an adjacent adit.
Only one hole has been completed at the Qu Long porphryr copper-gold deposit, 80
kilometres east of Lhasa. The mineralizations in this hole are highly variable
from 0.2% to 1.8% copper and higher gold values of 0.2 - 0.3 g/t generally
associated with the higher-grade interval. A 45-metre interval graded 1% copper
and 0.2 g/t gold, similar to the Chong Jian porphyry copper-gold deposit. A
recent geophysical survey has indicated a strong anomaly over a kilometre in
length on the northern contact zone of the Qu Long porphyry. Drilling of this
target will only be possible in March 2003 when the snow cover melts. The
project is located at an elevation of 5,000 - 5,400 metres. High-grade skarn
mineralization, discovered by the Tibet BGMR on the southern contact of the Qu
Long porphyry copper-gold deposit, is being mined on a small scale by a local
company from Lhasa. Ore grades from this operation vary from 10% to 15% copper.
There are also a number of discrete gold anomalies detected in the Tibet BGMR
regional geochemical survey. Pitting in one area, northeast of Qu Long, has
shown gold values of 5 g/t over several metres on the contact of a small
porphyry intrusion. Many of the gold targets remain unexplored and provide an
encouraging target for testing in 2003.
Importantly, the Tibet BGMR has agreed to include the Jia Ma Skarn deposit
within the scope of the joint venture. This deposit, located 10 kilometres
north-east of Qu Long, was discovered by the Tibet BGMR ten years ago and has
been drilled to a depth of 300 metres and tested by a number of adits over a 3
kilometre strike length. The approved reserves (by the Ore Reserve Evaluation
Committee of the PRC) are 20 million tonnes at a grade of 1.16% copper, 0.5 g/t
gold, 0.25% molybdenum and variable but significant silver credits. The in-situ
contained metal values are 500,000 tonnes copper, 500,000 ounces ("ozs") gold,
700 tonnes silver (20 million ozs) and 100,000 tonnes of molybdenum. There is
considerable upside in increasing the tonnage beyond the 300 metres depth
drilled to date. In addition, both copper and gold grades tend to increase in
depth. Bay Resources can earn between a 60% and 70% interest in the Jia Ma
mining lease through deeper drilling and feasibility-study. The area surrounding
this deposit and mine lease is already within our regional exploration area
where Bay Resources can earn 70% interest. Several gold targets have been
recently discovered associated with small porphyry intrusions that warrant
immediate follow up exploration.
The porphyry copper-gold belt east and west of Lhasa was only discovered in 1999
during the Frontier Exploration Program funded by the Ministry of Lands and
Resources in Beijing. The first drill holes were completed at Chong Jiang in
2001 and at Qu Long in September 2002.
12
PART II
Item 1. LEGAL
Not Applicable
Item 5. OTHER INFORMATION
Not Applicable
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Reports
The Company did not file any Report on Form 8-K during the
three months ended December 31, 2002.
13
(FORM 10-Q)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereinto duly authorised.
BAY RESOURCES LTD.
By: /s/ Joseph I. Gutnick
Joseph I. Gutnick
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
Dated: February 13, 2003 By: /s/ Peter Lee
Peter Lee
Peter Lee, Director, Secretary and
Chief Financial Officer
(Principal Financial Officer)
14
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report on Form 10-Q of Bay Resources
Ltd. (the "Company") for the three months ended December 31, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "report"), the
undersigned, Peter Lee, Chief Financial Officer of the Company, certifies
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 that:
(1) The report fully complies with the requirements of Section
13(a) or 15(d) of the securities Exchange Act of 1934; and
(2) The information contained in the report fairly presents, in
all material respects, the financial condition and result of operations of the
Company.
February 13, 2003
/s/ Peter Lee
------------------------------------
Peter Lee
Director, Secretary and
Chief Financial Officer
(Principal Financial Officer)
15
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report on Form 10-Q of Bay Resources
Ltd. (the "Company") for the three months ended December 31, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "report"), the
undersigned, Joseph Gutnick, Chief Executive Officer of the Company, certifies
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 that:
(1) The report fully complies with the requirements of Section
13(a) or 15(d) of the securities Exchange Act of 1934; and
(2) The information contained in the report fairly presents, in
all material respects, the financial condition and result of operations of the
Company.
February 13, 2003
/s/ Joseph I. Gutnick
-----------------------------------
Joseph I. Gutnick
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
16
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Peter Lee, Chief Financial Officer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Bay Resources
Ltd. (the "registrant");
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. The registrant's other certifying officers and I are 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 us 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 our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
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. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: February 13, 2003 /s/ Peter Lee
------------------------------------
Name: Peter Lee
Title: Director, Secretary and
Chief Financial Officer
(Principal Financial Officer)
17
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Joseph I. Gutnick, Chief Executive Officer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Bay Resources
Ltd. (the "registrant");
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. The registrant's other certifying officers and I are 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 us 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 our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
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. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: February 13, 2003 /s/ Joseph I. Gutnick
------------------------------------
Name: Joseph I. Gutnick
Title: Chairman of the Board,
President and Chief Executive
Officer
(Principal Executive Officer)
18