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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________________ to __________________
Commission file number: 333-111656
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GOLDSTRIKE INC.
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(Exact name of Registrant as specified in its charter)
Nevada Applied For
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1055 West Hastings Street, Suite 1980
Vancouver, British Columbia, Canada V6E 2E9
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(Address of principal executive offices)
(604) 688-8002
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Registrant's telephone number, including area code
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
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(Title of Class)
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes X No
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Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.
Yes X No
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State issuer's revenues for its most recent fiscal year: Nil
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State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.)
$69,000 as at March 23, 2005
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
3,300,000 as of March 23, 2005
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TABLE OF CONTENTS
Page
ITEM 1: DESCRIPTION OF BUSINESS..............................................4
ITEM 2: DESCRIPTION OF PROPERTY..............................................9
ITEM 3: LEGAL PROCEEDINGS....................................................9
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................9
ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.............9
ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............9
ITEM 7: FINANCIAL STATEMENTS................................................11
ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES.........................................23
ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.........23
ITEM 10: EXECUTIVE COMPENSATION..............................................24
ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT......24
ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................25
ITEM 13: EXHIBITS AND REPORTS................................................26
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PART I
ITEM 1: DESCRIPTION OF BUSINESS
In General
We have commenced operations as an exploration stage company. We are engaged in
the acquisition, and exploration of mineral properties with a view to exploiting
any mineral deposits we discover that demonstrate economic feasibility. We own a
100% interest in 32 contiguous mineral claim units known collectively as the
Goldstrike property.
Our plan of operation is to conduct exploration work on the Goldstrike property
in order to ascertain whether it possesses economic quantities of gold or
copper. There can be no assurance that economic mineral deposits or reserves
exist on the Goldstrike property until appropriate exploration work is done and
an economic evaluation based on such work concludes that production of minerals
from the property is economically feasible.
Goldstrike Property Purchase Agreement
On June 30, 2003, we entered into an agreement with Mr. Leopold Lindinger of
Kamloops, British Columbia, whereby he agreed to sell to us a total of 32
mineral claim units located near Blue River, British Columibia that have the
potential to contain gold and copper mineralization or deposits. The owner of a
mineral claim has the right to explore for minerals on the surface and
sub-surface of the area covered by the claims. We have been publicly recorded as
the owner of the claims. The British Columbia government, the entity that
granted us the mineral claims rights, is the fee simple owner of the land
comprising the claims. The government has the right to sell title to this land
to a third party, but is unlikely to do so given the remote location of the
property.
In order to acquire a 100% interest in these claims, we paid $3,584 and issued
50,000 shares of common stock to Mr. Lindinger.
Description, Location and Access
The Goldstrike property is located in the Kamloops Mining Division approximately
29 kilometers south-southeast of the community of Blue River, British Columbia.
Access to the property can be gained from either the town of Vavenby, or between
Avola and Blue River located along highway 5 north of the city of Kamloops. The
latter access is the most expedient and utilizes a major logging road that
follows the Finn Creek valley to the headwaters of the Adams River. Travel is
then southerly via a series of branch roads that transect much of the property
and surrounding area. The property is accessible from late May to mid-October.
In some years, late season and winter logging occurs that greatly expands the
accessible time frame.
The Goldstrike property is situated in the Columbia Mountains near the
headwaters of the Adams River. Several easterly trending creeks transect the
claims. Slopes are generally moderate to the east and southeast with steeper
areas confined to the headwaters of the tributaries. Elevations range from 760
meters to 2,000 meters near the northwest corner of the claims. The terrain over
most of the property is not an impediment to exploration work.
Winter snowpacks of several meters are not uncommon. The central portions of the
Goldstrike property are generally snow free from late May to early November.
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Exploration History
To date, no mineral deposit has been delineated on the Goldstrike property.
Consequently there has been no production from the property or any reserved or
resource calculated.
In late 1998, Mr. Lindinger, the person who sold the Goldstrike property to us,
discovered gold and bismuth mineralization on the property. Bismuth is a metal
that is sometimes found in the presence of gold and is used in various products
such as safety devices, metal alloys, nuclear reactors, cosmetics and medicines.
Recent gold discoveries in the Yukon and Alaska spurred exploration for gold
deposits found in areas containing significant amounts of bismuth. The presence
of similar geological occurrences in southern British Columbia has led to
exploration of these regions.
During 1999, Cassidy Gold Corp. commenced exploration on the claims to determine
the geological setting and mineral potential of the property. Cassidy Gold Corp.
is a reporting Canadian company whose shares trade on the TSX Venture Exchange.
There is no relationship or affiliation between us and Cassidy Gold Corp.
Cassidy Gold Corp.'s soil sampling resulted in the discovery of additional gold
mineralization trending in a east-southeast direction, known as the Bizar
showing, as well as in a road bank 1.5 kilometers southeast of the Bizar
showing. Soil sampling involves gathering dirt from property areas with the most
potential to host economically significant mineralization based on past
exploration results. All samples gathered are then sent to a laboratory where
they are crushed and analysed for metal content.
Cassidy Gold Corp. drill tested the Bizar showing and the road bank areas in
late 1999. Drilling involves extracting a long cylinder of rock from the ground
to determine amounts of metals at different depths. Pieces of the rock obtained,
known as drill core, are analysed for mineral content.
Drilling in the area of the Bizar showing encountered narrow zones of gold
mineralization that could not be definitely correlated to the mineralization
seen on surface. The drilling on the road bank did not result in the discovery
of any significant mineralization.
The information on the drilling work performed by Cassidy Gold Corp. was
provided to us by Mr. Leopold Lindinger, a professional geologist and the vendor
of the Goldstrike property.
We intend to conduct additional exploration work on the property to test the
apparent east-southeast trend of gold, bismuth, copper and arsenic
mineralization and its potential continuation to the east. We plan to expand the
existing grid with continued soil and rock sampling.
The source of mineralization that Cassidy Gold Corp. found in the road bank is
likely proximal. The shallow overburden, the layer of soil above the rock,
suggests that soil sampling would be effective. We intend to establish a
detailed grid and collect close spaced (25 meter) soil samples. Grid emplacement
involves dividing a portion of the property being explored into small sections.
Results from sampling are then recorded according to the section of the grid
from which they are gathered.
Any anomalous areas will be followed by trenching and drilling. Trenching
involves removing surface soil using a backhoe or bulldozer. Samples are then
taken from the bedrock below and analysed for mineral content.
Compliance with Government Regulation
We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in Canada generally, and in the province of British Columbia, specifically.
Under these laws, prior to production, we have the right to explore the
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property, subject only to a notice of work which may entail posting a bond if we
significantly disturb the property surface. This would first occur during the
drilling phase of exploration.
In addition, production of minerals in the province of British Columbia requires
prior approval of applicable governmental regulatory agencies. We can provide no
assurance to investors that such approvals will be obtained. The cost and delay
involved in attempting to obtain such approvals cannot be known at this time.
We will have to sustain the cost of reclamation and environmental mediation for
all exploration and development work undertaken. The amount of these costs is
not known at this time as we do not know the extent of the exploration program
that will be undertaken beyond completion of the currently planned work
programs. Because there is presently no information on the size, tenor, or
quality of any resource or reserve at this time, it is impossible to assess the
impact of any capital expenditures on earnings or our competitive position in
the event a potentially economic deposit is discovered.
If we enter into production, the cost of complying with permit and regulatory
environment laws will be greater than in the exploration phases because the
impact on the project area is greater. Permits and regulations will control all
aspects of any production program if the project continues to that stage because
of the potential impact on the environment. Examples of regulatory requirements
include:
- Water discharge will have to meet water standards;
- Dust generation will have to be minimal or otherwise re-mediated;
- Dumping of material on the surface will have to be re-contoured and
re-vegetated;
- An assessment of all material to be left on the surface will need
to be environmentally benign;
- Ground water will have to be monitored for any potential
contaminants;
- The socio-economic impact of the project will have to be evaluated
and if deemed negative, will have to be re-mediated; and
- There will have to be an impact report of the work on the local
fauna and flora.
The legal and regulatory environment that pertains to the exploration of ore is
uncertain and may change. Uncertainty and new regulations could increase our
costs of doing business and prevent us from exploring for ore deposits. The
growth of demand for ore may also be significantly slowed. This could delay
growth in potential demand for and limit our ability to generate revenues. In
addition to new laws and regulations being adopted, existing laws may be applied
to mining that have not as yet been applied. These new laws may increase our
cost of doing business with the result that our financial condition and
operating results may be harmed.
Employees
We have no employees as of the date of this prospectus other than our two
directors.
Research and Development Expenditures
We have not incurred any other research or development expenditures since our
incorporation.
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Subsidiaries
We do not have any subsidiaries.
Patents and Trademarks
We do not own, either legally or beneficially, any patents or trademarks.
Risk Factors
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUT BUSINESS WILL FAIL.
Our current operating funds are less than necessary to complete all intended
exploration of the Goldstrike property, and therefore we will need to obtain
additional financing in order to complete our business plan. We currently do not
have any operations and we have no income.
Our business plan calls for significant expenses in connection with the
exploration of the Goldstrike property. While we have sufficient funds to
conduct initial exploration on the property, we will require additional
financing in order to determine whether the property contains economic
mineralization. We will also require additional financing if the costs of the
exploration of the Goldstrike property are greater than anticipated.
We will require additional financing to sustain our business operations if we
are not successful in earning revenues once exploration is complete. We do not
currently have any arrangements for financing and we can provide no assurance to
investors that we will be able to find such financing if required. Obtaining
additional financing would be subject to a number of factors, including the
market price for gold and copper, investor acceptance of our property and
general market conditions. These factors may make the timing, amount, terms or
conditions of additional financing unavailable to us.
The most likely source of future funds presently available to us is through the
sale of equity capital. Any sale of share capital will result in dilution to
existing shareholders. The only other anticipated alternative for the financing
of further exploration would be our sale of a partial interest in the Goldstrike
property to a third party in exchange for cash or exploration expenditures,
which is not presently contemplated.
BECAUSE WE HAVE ONLY RECENTLY COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK
OF BUSINESS FAILURE.
We have only recently commenced exploration on the Goldstrike property.
Accordingly, we have no way to evaluate the likelihood that our business will be
successful. We were incorporated on June 6, 2003 and to date have been involved
primarily in organizational activities and the acquisition of our mineral
property. We have not earned any revenues as of the date of this prospectus.
Potential investors should be aware of the difficulties normally encountered by
new mineral exploration companies and the high rate of failure of such
enterprises.
BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES, THERE IS
A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.
The search for valuable minerals as a business is extremely risky. We can
provide investors with no assurance that our mineral claims contain economic
mineralization or reserves of gold or copper. Exploration for minerals is a
speculative venture necessarily involving substantial risk. Problems such as
unusual or unexpected formations and other conditions are involved in mineral
exploration and often result in unsuccessful exploration efforts. In such a
case, we would be unable to complete our business plan.
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BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.
The search for valuable minerals involves numerous hazards. As a result, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure. The payment of such liabilities may have a material adverse effect on
our financial position.
IF WE IDENTIFY A MINERAL DEPOSIT ON THE GOLDSTRIKE PROPERTY, WE WILL HAVE TO
RAISE SUBSTANTIAL ADDITIONAL FUNDS TO DETERMINE WHETHER THE DEPOSIT IS
COMMERCIALLY VIABLE. IF WE CANNOT RAISE THESE FUNDS, OUR BUSINESS PLAN WILL
FAIL.
If we complete sufficient exploration on the Goldstrike property and are
successful in identifying a mineral deposit, the probability of which is low, we
must still spend substantial funds on further drilling and engineering studies
before we will know if the Goldstrike property possesses a commercially viable
mineral deposit, a reserve.
EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON THE GOLDSTRIKE
PROPERTY, WE MAY NOT BE ABLE TO SUCCESSFULLY COMMENCE COMMERCIAL PRODUCTION. AS
A RESULT, OUR BUSINESS PLAN WILL FAIL.
The Goldstrike property does not contain any known bodies of mineralization. If
our exploration programs are successful in establishing gold and copper of
commercial tonnage and grade, we will require additional funds in order to place
the property into commercial production. At this time, we cannot assure
investors that we will be able to obtain such financing.
IF WE BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION OR OTHER LEGAL
UNCERTAINTIES, OUR ABILITY TO EXPLORE TO GOLDSTRIKE PROPERTY MAY BE IMPAIRED AND
OUR COSTS COULD INCREASE.
There are several governmental regulations that materially restrict mineral
property exploration and development. Under British Columbia mining law, to
engage in certain types of exploration will require work permits, the posting of
bonds, and the performance of remediation work for any physical disturbance to
the land. While these current laws do will not affect our current exploration
plans, if we proceed to commence drilling operations on the Goldstrike property,
we will incur modest regulatory compliance costs.
BECAUSE OUR DIRECTORS HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT BE ABLE OR
WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.
Our directors, Mr. Ken Cai and Mr. Yenyou Zheng, each only spend approximately
20% of their business time providing services to us. While they presently
possess adequate time to attend to our interests, it is possible that the
demands on them from his other obligations could increase with the result that
they would no longer be able to devote sufficient time to the management of our
business.
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.
There is currently no market for our common stock and we can provide no
assurance that a market will develop. We currently plan to apply for listing of
our common stock on the NASD over the counter bulletin board upon the
effectiveness of the registration statement, of which this prospectus forms a
part. However, we can provide investors with no assurance that our shares will
be traded on the bulletin board or, if traded, that a public market will
materialize. If no market is ever developed for our shares, it will be difficult
for shareholders to sell their stock. In such a case, shareholders may find that
they are unable to achieve benefits from their investment.
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Forward-Looking Statements
This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results are most likely to differ materially from those anticipated in
these forward-looking statements for many reasons, including the risks faced by
us described in the "Risk Factors" section and elsewhere in this prospectus.
ITEM 2: DESCRIPTION OF PROPERTY
We own a 100% interest in 32 mineral claim units comprising the Goldstrike
property. We do not own or lease any property other than the Goldstrike
property. We do not own any real property interest in the Goldstrike property,
only the rights to explore for and extract minerals from the property.
ITEM 3: LEGAL PROCEEDINGS
There are no legal proceedings pending or threatened against us.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of our fiscal year to a vote
of security holders, through the solicitation of proxies or otherwise.
PART II
ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Our shares of common stock do not trade on any stock exchange or through the
facilities of any quotation system. While we anticipate applying to have our
shares of common stock quoted on the National Association of Securities Dealers'
OTC Bulletin Board, there is no guarantee that we will be successful.
We had 32 shareholders of record as at the date of this annual report.
Dividends
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual
course of business; or
2. our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution.
We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.
ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operation
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Our plan of operation for the twelve months following the date of this annual
report is to complete exploration on the Goldstrike property consisting of grid
establishment and soil and rock sampling, and to proceed with a further program
of sampling and trenching. We anticipate that the first stage of this
exploration program will cost approximately $7,000 and that the second stage
will cost about $20,000.
As well, we anticipate spending an additional $20,000 on professional fees,
including fees payable in connection with the filing of this registration
statement and complying with reporting obligations.
Total expenditures over the next 12 months are therefore expected to be $47,000.
We are able to proceed with the first stage of this exploration program without
additional financing. We expect to commence this program in the spring of 2005.
We anticipate this program will take approximately 30 days, including the
interpretation of all data collected. Subject to securing additional funding of
approximately $20,000, we anticipate proceeding with further sampling and
trenching in the summer 2005. We will require additional financing in order to
complete this phase of exploration and to cover anticipated administrative
costs.
We will require additional funding in order to proceed with the trenching
program. We anticipate that additional funding will be required in the form of
equity financing from the sale of our common stock. However, we cannot provide
investors with any assurance that we will be able to raise sufficient funding
from the sale of our common stock to fund the second phase of the exploration
program. We believe that debt financing will not be an alternative for funding
the complete exploration program. We do not have any arrangements in place for
any future equity financing. In the event such funds are not obtained when
needed, further exploration of the Goldstrike property will be delayed pending
financing.
Our cash reserves are not sufficient to meet our obligations for the next twelve
-month period. As a result, we will need to seek additional funding in the near
future. We currently do not have a specific plan of how we will obtain such
funding; however, we anticipate that additional funding will be in the form of
equity financing from the sale of our common stock. We may also seek to obtain
short-term loans from our directors, although no such arrangement has been made.
At this time, we cannot provide investors with any assurance that we will be
able to raise sufficient funding from the sale of our common stock or through a
loan from our directors to meet our obligations over the next twelve months. We
do not have any arrangements in place for any future equity financing.
Results of Operations
We did not earn any revenues from our inception on August 27, 2002 to December
31, 2004. We incurred operating expenses in the amount of $50,811 for the fiscal
year ended December 31, 2004. These operating expenses were comprised of
transfer agent and filing fees of $2,296, bank charges of $1,030, office costs
of $910, audit fees of $600, a $535 loss on foreign exchange and legal fees of
$30.
The decrease in net loss in the fiscal year ended December 31, 2004 ($5,401), as
compared to fiscal 2003 ($19,380), was predominantly due to higher audit and
legal fees incurred in connection with our filing of a registration statement on
Form SB-2 with the Securities & Exchange Commission in fiscal 2003.
At December 31, 2004, our assets totalled $7,399 and consisted entirely of cash
and cash equivalents. Our liabilities totalled $630 and consisted of accounts
payable and accrued liabilities.
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We have not attained profitable operations and are dependent upon obtaining
financing to pursue business activities. For these reasons our auditors stated
in their report that they have substantial doubt that we will be able to
continue as a going concern.
ITEM 7: FINANCIAL STATEMENTS
MOEN AND COMPANY
CHARTERED ACCOUNTANTS
Member: Securities Commission Building
Canadian Institute of Chartered Accountants PO Box 10129, Pacific Centre
Institute of Chartered Accountants of British Columbia Suite 1400 - 701 West Georgia Street
Institute of Management Accountants (USA) (From 1965)
Vancouver, British Columbia
Registered with: Canada V7Y 1C6
Public Company Accounting Oversight Board (USA) (PCAOB)
Canadian Public Accountability Board (CPAB) Telephone: (604) 662-8899
Canada - British Columbia Public Practice Licence Fax: (604) 662-8809
Email: moenca@telus.net
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Directors of
Goldstrike Inc.
(An Exploration Stage Company)
We have audited the accompanying balance sheets of Goldstrike Inc. (An
Exploration Stage Company) as of December 31, 2004 and December 31, 2003, and
the related statements of operations, retained earnings, cash flows and changes
in stockholders' equity for the year ended December 31, 2004 and period from
date of inception of June 9, 2003 to December 31, 2003. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Goldstrike Inc. (An Exploration
Stage Company) as of December 31, 2004 and December 31, 2003, and the results of
its operations and its cash flows for the year ended December 31, 2004 and
period from date of inception of June 9, 2003 to December 31, 2003 in conformity
with U.S. generally accepted accounting principles.
"Moen and Company"
Vancouver, British Columbia, Canada
Chartered Accountants
March 8, 2005
"Independent Accountants and Auditors"
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GOLDSTRIKE INC.
(A Nevada Corporation)
(An Exploration Stage Company)
Balance Sheet
(In U.S. Dollars)
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December 31,
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ASSETS 2004 2003
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Current Assets (as restated)
Cash and cash equivalents $ 7,399 $ 20,033
Account receivable -- 626
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TOTAL CURRENT ASSETS $ 7,399 $ 20,659
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued $ 630 $ 7,989
Due to related party -- 500
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TOTAL CURRENT LIABILITIES 630 8,489
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Stockholders' Equity
Capital Stock (note 4)
Authorized:
75,000,000 common shares at $0.001 par value
Issued and fully paid
3,300,000 common shares
par value 3,300 3,300
additional paid-in capital 28,250 28,250
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31,550 31,550
Deficit, accumulated during the exploration stage (24,781) (19,380)
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TOTAL STOCKHOLDERS' EQUITY 6,769 12,170
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,399 $ 20,659
===========================================================================================================================
Approved on Behalf of the Board:
"Ken Cai" , President and Chief Executive Officer and Director
--------------------------
"Jeff Yenyou Zheng" ,Secretary and Treasurer and Chief Financial Officer
--------------------------- and Director
The Accompanying Notes are an Integral Part of These Financial Statements
-12-
GOLDSTRIKE INC.
(A Nevada Corporation)
(An Exploration Stage Company)
Statement of Income
(In U.S. Dollars)
--------------------------------------------------------------------------------
From Date From Date
of Inception of Inception
On June 9, Quarter On June 9,
2003 to Ended Year Ended 2003 to
December 31, December 31, December 31, December 31,
----------------------------------
2004 2004 2003 2004 2003
--------------- ------------- ------------ -------------- ---------------
(as restated)
Mineral Property Expenses $ 8,754 $ -- $ 5,120 $ -- $ 8,754
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Administration Expenses
Audit fees 2,386 -- -- 600 1,786
Bank charges 1,474 9 171 1,030 444
Incorporation costs 751 -- -- -- 751
Legal fees 7,239 30 7,209 30 7,209
Office costs 1,346 -- -- 910 436
Transfer agent and filing
fees 2,296 855 -- 2,296 --
Loss on foreign exchange 535 20 -- 535 --
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16,027 914 7,380 5,401 10,626
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Total Expenses 24,781 914 12,500 5,401 19,380
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Net Loss for the Period $ 24,781 $ 914 12,500 5,401 $ 19,380
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Loss per share
Basic and Diluted $ 0.00 $ 0.25 $ 0.00 $ 0.39
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Weighted Average Number of Common Shares Outstanding
Basic and Diluted 3,300,000 50,000 3,300,000 50,000
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The Accompanying Notes are an Integral Part of These Financial Statements
-13-
GOLDSTRIKE INC.
(A Nevada Corporation)
(An Exploration Stage Company)
Statement of Retained Earnings (Deficit)
(In U.S. Dollars)
================================================================================
From Date From Date
of Inception of Inception
On June 9, Quarter On June 9,
2003 to Ended Year Ended 2003 to
December 31, December 31, December 31, December 31,
----------------------------------
2004 2004 2003 2004 2003
---------------- ---------------- --------------- --------------- -----------------
(as restated)
Balance, beginning of period $ -- $ (23,867) $ (6,880) $ (19,380) $ --
Net Loss for the Period (24,781) (914) (12,500) (5,401) (19,380)
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Retained Earnings (Deficit)
end of period $ (24,781) $ (24,781) $ (19,380) $ (24,781) $ (19,380)
=================================================================================================================================
The Accompanying Notes are an Integral Part of These Financial Statements
-14-
GOLDSTRIKE INC.
(A Nevada Corporation)
(An Exploration Stage Company)
Statement of Cash Flows
(In U.S. Dollars)
================================================================================
From Date From Date
of Inception of Inception
On June 9, Quarter On June 9,
2003 to Ended Year Ended 2003 to
December 31, December 31, December 31, December 31,
---------------------------------
2004 2004 2003 2004 2003
------------- ------------- ------------- ------------- -------------
(as restated)
Cash Provided by (Used for)
Operating Activities
Net loss for the period $ (24,781) $ (914) $ (12,500) $ (5,401) $ (19,380)
Item not requiring use of cash
Shares issued for mineral
property expenses 50 -- -- -- 50
Changes in non-cash working capital items
Share subscription receivable -- -- -- 626 (626)
Account receivable -- 5,000 -- -- --
Accounts payable & accrued 630 30 7,989 (7,359) 7,989
---------------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by (Used for)
Operating Activities (24,101) 4,116 (4,511) (12,134) (11,967)
---------------------------------------------------------------------------------------------------------------------------------
Investing Activities -- -- -- -- --
---------------------------------------------------------------------------------------------------------------------------------
Financing Activities
Capital stock subscribed for cash 31,500 -- -- -- 31,500
Loan from related party (repayment) -- -- -- (500) 500
---------------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by (Used for)
Financing Activities 31,500 -- -- (500) 32,000
---------------------------------------------------------------------------------------------------------------------------------
During the Period 7,399 4,116 (4,511) (12,634) 20,033
Cash, Beginning of the Period -- 3,283 24,544 20,033 --
---------------------------------------------------------------------------------------------------------------------------------
Cash, End of the Period $ 7,399 $ 7,399 $ 20,033 $ 7,399 $ 20,033
=================================================================================================================================
The Accompanying Notes are an Integral Part of These Financial Statements
-15-
GOLDSTRIKE INC.
(A Nevada Corporation)
(An Exploration Stage Company)
Statement of Stockholders' Equity
For the Period From Date of Inception on June 9, 2003 to December 31, 2004
(In U.S. Dollars)
Price Number of Additional Total Retained Total
Per Common par Paid-in Capital Earnings Shareholders'
Share Shares Value Capital Stock (Deficit) Equity
-----------------------------------------------------------------------------------------
6/30/2003 Issued for mineral properties 50,000 $50 $50 $50
8/8/2003 Issued for cash $0.008 3,000,000 3,000 21,000 24,000 24,000
9/30/2003 Issued for cash $0.03 250,000 250 7,250 7,500 7,500
Net loss for the period from date
of inception to December 31, 2003 (19,380) (19,380)
---------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2003 3,300,000 3,300 28,250 31,550 (19,380) 12,170
Net loss for the year ended
'December 31, 2004 (5,401) (5,401)
---------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2004 3,300,000 $3,300 $28,250 $31,550 ($24,781) $6,769
=================================================================================================================================
The Accompanying Notes are an Integral Part of These Financial Statements
-16-
GOLDSTRIKE INC.
(A Nevada Corporation)
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2004
(In U.S. Dollars)
--------------------------------------------------------------------------------
Note 1. ORGANIZATION AND NATURE OF BUSINESS
Goldstrike Inc. ("the Company") was incorporated on June 9, 2003 under
the Company Act of the State of Nevada, U.S.A. to pursue opportunities
in the field of mineral exploration. June 9, 2003 is also the inception
date of the Company.
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
These financial statements have been prepared in accordance with
Accounting Principles Generally Accepted in the United States
("USGAAP").
Exploration stage company
Goldstrike is an exploration stage company as it does not have an
established commercial deposit and is not in the production stage.
Use of estimates
The preparation of financial statements in conformity with USGAAP
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
Cash and cash equivalents
Cash and cash equivalents consist of cash on deposit with the Company's
bankers.
Income Taxes
Provisions for income taxes are based on taxes payable or refundable
for the current year and deferred taxes on temporary differences
between the amount of taxable income and pretax financial income and
between the tax bases of assets and liabilities and their reported
amounts in the financial statements. Deferred tax assets and
liabilities are included in the financial statement at currently
enacted income tax rates applicable to the period in which the deferred
tax assets and liabilities are expected to be realized or settled as
prescribed in FASB Statement No. 109, Accounting for Income Taxes. As
changes in tax laws or rates are enacted, deferred tax assets and
liabilities are adjusted through the provision for income taxes.
-17-
GOLDSTRIKE INC.
(A Nevada Corporation)
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2004
(In U.S. Dollars)
--------------------------------------------------------------------------------
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
Compensated absences
Employees of the corporation are entitled to paid vacations, sick days
and other time off depending on job classification, length of service
and other factors. It is impractical to estimate the amount of
compensation for future absences, and accordingly, no liability has
been recorded in the accompanying financial statements. The
corporation's policy is to recognize the costs of compensated absences
when paid to employees.
Net profit per share
Goldstrike adopted Statement of Financial Accounting Standards No. 128
that requires the reporting of both basic and diluted earnings per
share. Basic earnings per share is computed by dividing net income
available to common shareowners by the weighted average number of
common shares outstanding for the period. Diluted earnings per share
reflects the potential dilution that could occur if securities or other
contacts to issue common stock were exercised or converted into common
stock. In accordance with FASB 128, any anti-dilutive effects on net
loss per share are excluded.
Disclosure about fair value of financial instruments
Goldstrike has financial instruments, none of which are held for
trading purposes. Goldstrike estimates that the fair value of all
financial instruments at March 31, 2004, as defined in FASB 107, does
not differ materially from the aggregate carrying values of its
financial instruments recorded in the accompanying balance sheet. The
estimated fair value amounts have been determined by the Company using
available market information and appropriate valuation methodologies.
Considerable judgment is required in interpreting market data to
develop the estimates of fair value, and accordingly, the estimates are
not necessarily indicative of the amounts that the Company could
realize in a current market exchange.
Concentration of credit risk
Financial instruments that potentially subject Goldstrike to a
significant concentration of credit risk consist primarily of cash and
cash equivalents which are not collateralized. Goldstrike limits its
exposure to credit loss by placing its cash and cash equivalents with
high credit quality financial institutions.
-18-
GOLDSTRIKE INC.
(A Nevada Corporation)
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2004
(In U.S. Dollars)
--------------------------------------------------------------------------------
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
Long-lived assets
Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of," requires that long-lived assets be reviewed for
impairment whenever events or changes in circumstances indicate that
the carrying amount of the asset in question may not be recoverable.
This standard did not have a material effect on the Company's results
of operations, cash flows or financial position in these financial
statements.
Foreign currency translation
The accounts of Goldstrike are translated into US Dollars on the
following basis:
o Monetary assets and liabilities are translated at the current
rate of exchange.
o The weighted average exchange rate for the period is used to
translate revenue, expenses, and gains or losses from the
functional currency to the reporting currency.
o The gain or loss on translation is reported as a separate
component of stockholders' equity and not recognized in net
income. Gains or losses on remeasurement are recognized in
current net income.
o Gains or losses from foreign currency transactions are recognized
in current net income.
o Fixed assets are measured at historical exchange rates that
existed at the time of the transaction. o Depreciation is measured
at historical exchange rates that existed at the time the
underlying related asset was acquired.
o There are no cumulative currency translation adjustments to December
31, 2004.
Stock-based Compensation
SFAS No. 123, "Accounting for stock-based compensation" permits the use
of either a "fair value based method" or the "intrinsic value method"
defined in Accounting Principles Board Opinion 25, "Accounting for
stock issued to employees" (APB 25) to account for stock-based
compensation arrangements.
Companies that elect to use the method provided in APB25 are required
to disclose pro forma net income and pro forma earnings per share
information that would have resulted from the use of the fair value
based methods. The Company has elected to continue to determine the
value of stock-based compensation arrangements with employees under the
provisions of APB 25. No pro forma disclosures have been included with
the accompanying financial statements as there was no pro forma effect
to the Company's net loss or net loss per share.
-19-
GOLDSTRIKE INC.
(A Nevada Corporation)
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2004
(In U.S. Dollars)
--------------------------------------------------------------------------------
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
Mineral property acquisition costs and deferred exploration expenditures
a) Mineral property acquisition costs are capitalized in accordance
with FAS-141 subject, however to impairment pursuant to FAS-144.
Exploration costs and mine development costs to be incurred,
including those to be incurred in advance of commercial production
and those incurred to expand capacity of proposed mines, expensed
as incurred while Goldstrike is in the exploration stage. Mine
development costs to be incurred to maintain production will be
expensed as incurred. Depletion and amortization expense related
to capitalized mineral properties, exploration costs and mine
development costs will be computed using the units-of-production
method based on proved and probable reserves.
b) FAS-141 states that the total carrying amount of mineral rights
should be reported as a separate component of property, plant,
and equipment on the face of the financial statements or in the
notes to the financial statements. Impairmentis defined in FAX-144
as the condition that exists when the carrying amount of a long-
lived asset exceeds its fair value. An impairment loss is
recognized only if the carrying amount of a long-lived asset is
not recoverable and exceeds its fair value. The Company reviews
the carrying value of the mineral property for impairment whenever
events and circumstances indicate that the carrying value of an
asset may not be recoverable from the estimated future cash flows
expected to result from its use and eventual disposition. In cases
where undiscounted expected future cash flows are less than the
carrying value, an impairment loss is recognized equal to an
amount by which the carrying value exceeds the fair value of
assets. The factors considered by management in performing this
assessment include current operating results, trends, and
prospects, as well as the effects of obsolescence, demand,
competition, and other economic factors.
c) Where properties are disposed of, the sales proceeds are, firstly,
applied as a recovery of mineral property acquisition costs, and
secondly, as a gain or loss recorded in current operations.
Values
The amounts for mineral property acquisition costs and deferred
exploration expenditures represent costs incurred to date and are not
intended to reflect present or future values. The recoverability of the
amounts shown for mineral properties and deferred exploration costs is
dependent on the confirmation of economically recoverable reserves, the
ability of Goldstrike to obtain the necessary financing to successfully
complete their development, including compliance with the requirements
of lenders who may provide this financing from time to time, and upon
future profitable operations.
-20-
GOLDSTRIKE INC.
(A Nevada Corporation)
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2004
(In U.S. Dollars)
--------------------------------------------------------------------------------
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
Restatement of Prior Year
The prior year statements have been restated by the write off of the
cost of mineral properties of $3,634 previously capitalized because
recoverability of mineral property acquisition costs are unsupportable
under FASB statement #144 prior to determining the existence of a
commercially mine-able deposit.
Note 3. MINERAL PROPERTIES
As at June 30, 2003, Goldstrike signed a Mineral Property Sale
Agreement with Joseph Eugene Leopold Lindinger ("Eugene"), whereby
Goldstrike acquired a 100% undivided interest in the BIZ Properties
(BIZ1, BIZ2, BIZ6 and BIZ7, (Tenure Number 366276, 369518, 369719 and
370056), located in the Kamloops Mining Division, in the Province of
British Columbia, Canada, and Goldstrike agrees to the following terms
and conditions:
a) Pay to Eugene $3,584 and issue to Eugene 50,000 common shares (issued)
at the price of $0.001 per share for $50 on execution of this agreement,
for a total of $3,634.
b) Within the 120 day period after the effective date of June 30,
2003, pay $2,514 to Eugene to complete an assessable exploration
work program of sufficient value in order to maintain the property
for at lease one year past the current claim expiry date. Within
90 days past the current claim expiry date of November 1, 2003,
pay an additional $2,286 for the remainder of the completed work
program and a completed assessment report. These costs have been
incurred to December 31, 2004.
c) Pay all applicable claim maintenance recording fees as part of the
property maintenance requirements.
-21-
GOLDSTRIKE INC.
(A Nevada Corporation)
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2004
(In U.S. Dollars)
--------------------------------------------------------------------------------
Note 4. CAPITAL STOCK
a) Authorized: 75,000,000 common shares with a par value of $0.001 per share.
b) Issued and outstanding common shares as at December 31, 2004, are as follows:
Additional
Number of Par Paid-in
Shares Value Capital Total
---------- ------ -------- -----
6/30/03 issuance for mineral properties 50,000 $ 50 $ 50
8/8/03 isuance for cash 3,000,000 3,000 21,000 24,000
09/30/03 isuance for cash 250,000 250 7,250 7,500
--------- ------ ------- -------
Balance, December 31, 2004 3,300,000 $ 3,300 $ 28,250 $ 31,550
========= ====== ======= =======
Note 5. INCOME TAXES
There is a loss of $24,781 carried forward that may be applied
towards future profits.
No deferred income taxes are recorded as an asset. A reserve has been
claimed that offsets the amount of tax credit available from use of
the loss carry forward because there is presently no indication that
this tax loss will be utilized.
Note 6. FINANCIAL INSTUMENTS
Goldstrike's financial instruments consist of cash and accounts
payable and accrued. It is management's opinion that Goldstrike is
not exposed to significant interest, currency or credit risks arising
from these financial instruments. The fair value of these financial
statements approximates their carrying values.
Note 7. PENSION AND EMPLOYMENT LIABILITIES
Goldstrike does not have liabilities as at December 31, 2004, for
pension, post-employment benefits or post-retirement benefits.
Goldstrike does not have a pension plan.
-22-
ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our executive officers and directors and their respective ages as of the date of
this prospectus are as follows:
Directors:
Name of Director Age
----------------------- -----
Ken Cai 39
Yenyou Zheng 46
Executive Officers:
Name of Officer Age Office
--------------------- ----- -------
Ken Cai 39 President, Chief
Executive Officer,
and a Director
Yenyou Zheng 46 Secretary, Treasurer,
Principal Accounting
Officer and a Director
Biographical Information
Set forth below is a brief description of the background and business experience
of each of our executive officers and directors for the past five years.
Dr. Ken Cai has acted as our president, chief executive officer and as a
director since our incorporation. He graduated from Queens University with a
doctorate in mineral economics in 1996. For the past 16 years, he has been
involved in providing business development consulting services in the fields of
mineral exploration, reporting company administration and corporate finance
through his privately owned British Columbia company, Kaishuang Investment Inc.
He does not provide, nor is he technically qualified to provide, advice
regarding mineral property exploration programs or matters relating to geology.
He currently provides consulting services to Minco Mining & Metals Corp., Dragon
Pharmaceuticals Inc. and Tranzcom Security Networks Inc.
Since February 1996, Dr. Cai has acted as President, C.E.O. and a director of
Minco Mining & Metals Corporation, a Toronto Stock Exchange listed company
involved mineral property exploration in China. Minco Mining & Metals
Corporation is a British Columbia, Ontario and SEC reporting company.
Dr. Cai has also acted as a director of Chineseworldnet.com, a United States
reporting company from January 12, 2000 to present. This company operates a
financial web-based portal that provides up-to-date financial information and
management tools in Chinese to its target audience, the Chinese community in
North America.
Since December 2001, he has also acted as Chairman of the Board and C.E.O. of
Tranzcom Security Networks Inc., a TSX Venture Exchange listed company that
conducts business as a security network provider in Beijing, China. The TSX
Venture Exchange is a stock exchange with principal offices in Toronto, Calgary
and Vancouver for early-stage, venture companies. The Toronto Stock Exchange is
Canada's principal stock exchange for established companies.
-23-
Dr. Cai is also the former chairman, executive director and co-founder of Dragon
Pharmaceuticals Inc. and the chairman and co-founder of Aquosol Envirotech Ltd.
Dragon Pharmaceuticals is a Canadian and United States reporting company that
trades on the Toronto Stock Exchange and OTC Bulletin Board. It is one of the
world's largest producers of Epoetin Alfa, a therapeutic protein used to treat
anemia related to kidney failure, chemotherapy and surgery. Aquosol Envirotech
(Canada) Ltd. is a private Canadian company involved in waste water treatment
technology.
Dr. Cai intends to devote approximately 10 to 12 hours per week to our business
affairs.
Dr. Yenyou Zheng has acted as our secretary, treasurer, principal accounting
officer and as a director since our incorporation. He received his doctorate
degree in physics from Flinders University of South Australia in 1990. From 1991
to 2001, he worked as a senior research scientist at the University of British
Columbia in Vancouver. Dr. Zheng has also served as an adjunct professor at
Tsinghua University in Beijing, China since 1995. He currently acts as president
of the Canada China Economy & Technology Centre and as a senior advisor to the
Dalian High-Technology Industrial Zone in Dalian City, China. Dr. Zheng is also
an advisor to Palcan Fuel Cell Ltd., a British Columbia and Alberta reporting
company, with respect to its business development in China. In addition, Dr.
Zheng acts as a Founding Director and President of Aquasol EnviroTech Ltd., a
British Columbia wastewater treatment company and as a director of Cantronic
System Inc., a British Columbia and Alberta reporting company that designs,
manufactures and distributes infrared cameras and related products.
Dr. Zheng's principal occupation is as founding director and President of
Aquasol Envirotech (Canada) Ltd. Since 1999, he has been responsible for its
corporate management and the market development of its proprietary water and
wastewater treatment technologies.
Dr. Zheng intends to devote approximately 10 to 12 hours per week to our
business affairs.
ITEM 10: EXECUTIVE COMPENSATION
The table below summarizes all compensation awarded to, earned by, or
paid to our executive officers by any person for all services rendered in all
capacities to us for the fiscal period from our incorporation on June 9, 2003 to
December 31, 2003 and for the fiscal year ended December 31, 2004.
Annual Compensation
Other Restricted Options/ LTIP Other
Stock * SARs payouts Comp
Name Title Year Salary Bonus Comp. Awarded (#) ($)
-----------------------------------------------------------------------
Ken Pres., 2004 $0 0 0 0 0 0
Cai CEO & 2003 $0 0 0 0 0 0
Dir.
Yenyou Sec., 2004 $0 0 0 0 0 0
Zheng & Dir. 2003 $0 0 0 0 0 0
Section 16(A) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who beneficially own more than 10% of our equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
-24-
Commission. Officers, directors and greater than 10% shareholders are required
by SEC regulation to furnish us with copies of all Section 16(a) forms they
file. Based on our review of the copies of such forms we received, we believe
that during the fiscal year ended November 30, 2004 all such filing requirements
applicable to our officers and directors were complied with exception that
reports were filed late by the following persons:
Number Transactions Known Failures
Of late Not Timely To File a
Name and principal position Reports Reported Required Form
---------------------------------- ---------- ------------ --------------
Dr. Ken Cai 0 0 1
(President, C.E.O. and Director)
Dr. Yenyou Zheng 0 0 1
(Secretary, Treasurer and Director)
ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides the names and addresses of each person known to us
to own more than 5% of our outstanding common stock as of the date of this
prospectus, and by the officers and directors, individually and as a group.
Except as otherwise indicated, all shares are owned directly.
Amount of
Title of Name and address beneficial Percent
Class of beneficial owner ownership of class
--------------------------------------------------------------------------------
Common Ken Cai 600,000 18.18%
Stock President, Chief
Executive Officer
And Director
1055 West Hastings Street
Suite 1980
Vancouver, B.C.
Canada
Common Yenyou Zheng 400,000 12.12%
Stock Secretary, Treasurer
Principal Accounting Officer
and Director
1055 West Hastings Street
Suite 1980
Vancouver, British Columbia
Canada
Common All Officers and Directors 1,000,000 30.30%
Stock as a Group that consists of shares
two people
The percent of class is based on 3,300,000 shares of common stock issued and
outstanding as of the date of this prospectus.
ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None of the following parties has, during the fiscal year ended December 31,
2004, had any material interest, direct or indirect, in any transaction with us
or in any presently proposed transaction that has or will materially affect us:
* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares
carrying more than 10% of the voting rights attached to our
-25-
outstanding shares of common stock;
* Any of our promoters;
* Any relative or spouse of any of the foregoing persons who has the same
house as such person.
ITEM 13: EXHIBITS AND REPORTS
Exhibits
3.1 Articles of Incorporation*
3.2 Certificate Amending Articles of Incorporation*
3.3 Bylaws*
10.1 Mineral Property Sale agreement dated June 30, 2003*
23.2 Consent of Joseph E.L. Lindinger, B.Sc., Professional Geologist*
31.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1 Bill of Sale Absolute*
* Originally filed as exhibits to our registration statements on Form SB-2, as
amended, filed on December 31, 2003 and July 29, 2004
Reports on Form 8-K
We did not file any reports on Form 8-K during the last quarter of 2004.
SIGNATURES
Pursuant to the requirements of Section 13 and 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.
GOLDSTRIKE INC.
By /s/ Dr. Ken Cai
-------------------------
Dr. Ken Cai
President, CEO & Director
Date: March 23, 2005
In accordance with the Securities Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
By /s/ Dr. Ken Cai
-------------------------
Dr. Ken Cai
President, CEO & Director
Date: March 23, 2005
By /s/ Dr. Yenyou Zheng
---------------------------------
Dr. Yenyou Zheng
Secretary, Treasurer and Director
Date: March 23, 2005
-26-