not sure why i cant find anything not even an old website. maybe they have something in the works that nobody knows about. gold is on fire. the spread here is a joke though. i wouldnt touch it.
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended Sept. 30, 2005
Commission File Number 000-33057
ANDRESMIN GOLD CORPORATION
(Exact name of small business issuer as specified in its charter)
Montana
(State or other jurisdiction of
incorporation or organization)
84-1365550
(IRS Employer Identification No.)
Calle Jose Gonzales 671-675
Miraflores, Lima 18, Peru
(Address of Principal Executive Offices)
Lima 18
(Zip Code)
51-1-242-5502
(Issuer’s telephone number)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
Indicate by check mark whether the registrant is a shell company (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
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
Yes No
Applicable only to corporate issuers
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date. 98,616,135 shares as of November 15, 2005.
Transitional Small Business Disclosure Format:
Yes No X
Table of Contents
PART I FINANCIAL INFORMATION
Item 1
Financial Statements.................................................................................................. F-1
Item 2.
Management's Discussion and Analysis......................................................................... 3
Item 3.
Controls and Procedures............................................................................................ 10
Part II OTHER INFORMATION
Item 1.
Legal Proceedings...................................................................................................... 10
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds...................................... 10
Item 3.
Defaults Upon Senior Securities................................................................................. 10
Item 4.
Submission of Matters to a Vote of Security Holders.................................................. 10
Item 5.
Other Information...................................................................................................... 10
Item 6.
Exhibits..................................................................................................................... 11
Signatures.................................................................................................................. 11
2
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Financial Statements
Andresmin Gold Corporation
For the three months ended September 30, 2005
(Unaudited)
F-1
Andresmin Gold Corporation
(An exploration stage enterprise)
CONSOLIDATED BALANCE SHEETS
[Continuance of Operations – Note 1]
(Unaudited)
(Expressed in U.S. dollars)
September 30, June 30,
2005 2005
$ $
ASSETS
Current
Cash and cash equivalents [note 3] 77,930 316,124
Prepaid expenses and other current assets [note 4, 5] 72,967 93,210
Total current assets 150,897 409,334
Furniture and equipment [note 7] 21,052 21,406
Mineral property interests [note 8] 260,000 260,000
Total assets 431,949 690,740
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
Current
Accounts payable and other accrued liabilities [note 5, 9] 458,148 233,612
Promissory notes [note 6, 10] 306,796 195,916
Total current liabilities 764,944 429,528
Convertible debentures [note 11] 2,200,000 2,200,000
Total liabilities 2,964,944 2,629,528
Stockholders’ equity (deficiency) [note 12]
Authorized
250,000,000 common shares: $0.001 par value [June 30, 2005 -
100,000,000 common shares: $0.001 par value]
10,000,000 preferred shares: $0.001 par value
Issued
98,616,135 common shares [June 30, 2005 – 98,616,135
common shares] 98,616 98,616
Additional paid-in capital 2,201,817 2,201,817
Share subscriptions received in advance [note 6] 13,750 13,750
Accumulated deficit during the exploration stage (4,847,178) (4,252,971)
Total stockholders’ equity (deficiency) (2,532,995) (1,938,788)
Total liabilities and stockholders’ equity (deficiency) 431,949 690,740
See accompanying notes
F-2
Andresmin Gold Corporation
(An exploration stage enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS
[Continuance of Operations – Note 1]
(Unaudited)
(Expressed in U.S. dollars)
Cumulative from
May 6, 1991
(inception) to For the three months ended September 30,
September 30,
2005 2005 2004
$ $ $
EXPENSES
Advertising and promotion 1,049,855 1,950 19,413
Consulting fees 321,078 10,000 32,258
Depreciation 3,938 376 348
Filing fees 21,294 3,189 440
Finder’s fee 120,000 — —
Investor relations 384,109 6,375 —
Interest 153,479 44,246 —
Bank charges 2,834 — 385
Office and general [note 5] 568,425 47,383 28,241
Professional fees 139,861 12,960 14,322
Stock-based compensation 1,003,100 — —
Travel 119,890 225 36,415
Foreign exchange (gain) loss 11,941 636 3,644
3,899,804 142,255 135,466
Other items
Property exploration and investigation costs 951,549 451,952 115,399
Amount due to related party written off (4,175) — (4,175)
947,374 451,952 111,224
Net loss for the period (4,847,178) (594,207) (246,690)
Basic and diluted loss per share (0.01) (0.00)
Weighted average shares outstanding 98,616,135 128,036,393
See accompanying notes
F-3
Andresmin Gold Corporation
(An exploration stage enterprise)
CONSOLIDATED STATEMENT OF STOCKHOLDER’S EQUITY (DEFICIENCY)
[Continuance of Operations – Note 1]
(Unaudited)
(Expressed in U.S. dollars)
Accumulated
deficit
Additional
during
Common shares
paid-in
Share
exploration
shares
par amount
capital
subscriptions
stage
Total
#
$
$
$
$
$
Shares issued for cash, May 6, 1991
156,000,000
156,000
(155,975)
—
—
25
Net loss
—
—
—
—
(25)
(25)
Balance, June 30, 1999 and 2000
156,000,000
156,000
(155,975)
—
(25)
—
Shares issued for cash
40,872,000
40872
(30,822)
—
—
10,050
Shares issued for services
1,560,000
1,560
(560)
—
—
1,000
Net loss
—
—
—
—
(11,995)
(11,995)
Balance, June 30, 2001
198,432,000
198,432
(187,357)
—
(12,020)
(945)
Shares cancelled
(58,500,000)
(58,500)
58,500
—
—
—
Net loss
—
—
—
—
(1,830)
(1,830)
Balance, June 30, 2002
139,932,000
139,932
(128,857)
—
(13,850)
(2,775)
Net loss
—
—
—
—
(1,400)
(1,400)
Balance, June 30, 2003
139,932,000
139,932
(128,857)
—
(15,250)
(4,175)
Shares issued for cash
1,800,045
1,800
298,207
—
—
300,007
Proceeds received from share
subscriptions for 333,333 units
—
—
—
500,000
—
500,000
Net loss
—
—
—
—
(271,770)
(271,770)
Balance, June 30, 2004
141,732,045
141,732
169,350
500,000
(287,020)
524,062
Shares cancelled
(45,000,000)
(45,000)
45,000
—
—
—
Shares issued for cash
999,999
1,000
499,000
(500,000)
—
—
Shares issued for cash
884,091
884
485,367
—
—
486,251
Proceeds received from share
subscriptions for 25,000 units
—
—
—
13,750
—
13,750
Stock-based compensation
—
—
1,003,100
—
—
1,003,100
Net loss
—
—
—
—
(3,965,951)
(3,965,951)
Balance, June 30, 2005
98,616,135
98,616
2,201,817
13,750
(4,252,971)
(1,938,788)
Net loss
—
—
—
—
(594,207)
(594,207)
Balance, September 30, 2005
98,616,135
98,616
2,201,817
13,750
(4,847,178)
(2,532,995)
See accompanying notes
F-4
Andresmin Gold Corporation
(An exploration stage enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS
[Continuance of Operations – Note 1]
(Unaudited)
(Expressed in U.S. dollars)
Cumulative from
May 6, 1991
(inception) to For the three months ended September 30,
September 30,
2005 2005 2004
$ $ $
OPERATING ACTIVITIES
Net loss for the period (4,847,178) (594,207) (246,690)
Items not involving cash:
Depreciation 3,938 376 348
Stock-based compensation 1,003,100 — —
Write off of amount due to related party (4,175) — (4,175)
Translation adjustment — — (172)
Mineral property costs charged to operations 3,100 — —
Change in non-cash working capital:
Accounts payable and other accrued liabilities 462,323 224,536 44,094
Prepaid expenses (72,967) 20,243 10,746
Taxes recoverable — — (11,318)
Net cash used in operating activities (3,451,859) (349,052) (207,167)
INVESTING ACTIVITIES
Additions to equipment (24,990) (22) (5,771)
Acquisition of mineral property interests (263,100) — —
Net cash used in investing activities (288,090) (22) (5,771)
FINANCING ACTIVITIES
Funds received through issuance of common stock 98,616 — 1,000
Additional paid-in capital 1,198,717 — 499,000
Share subscription received in advance 13,750 — (500,000)
Promissory notes 306,796 110,880 23,758
Amount due from related party [note 12] — — (30,000)
Funds received through debenture placements 2,200,000 — —
Net cash flows provided by (used in)
financing activities 3,817,879 110,880 (6,242)
Net increase in cash and cash equivalents 77,930 (238,194) (219,180)
Cash and cash equivalents, beginning of period — 316,124 224,375
Cash and cash equivalents, end of period 77,930 77,930 5,195
See accompanying notes
F-5
Andresmin Gold Corporation
(An exploration stage enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2005 (Expressed in U.S. dollars)
1. NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS
Andresmin Gold Corporation (“Andresmin”) was incorporated under the laws of the State of Montana on May 6, 1991. On April 29, 2004, Andresmin acquired 100% of the total issued and outstanding shares of Grupo Minero Internacional S.A.C. a private company organized under the laws of Peru.
Andresmin is an exploration stage corporation focused in the metals and minerals industry. An exploration stage corporation is one engaged in the search for mineral deposits or reserves, which are not in either the development or production stage. There is no assurance that a commercially viable mineral deposit exists on our properties and further exploration will be required before a final evaluation as to the economic feasibility is determined.
These consolidated financial statements have been prepared by management in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The company has not generated any revenue and requires additional funds to maintain its operations.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might result from this uncertainty.
2. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of Andresmin have been prepared in accordance with generally accepted accounting principles in United States within reasonable limits of materiality and within the framework of the significant accounting policies summarized below.
Consolidation
These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Grupo Minero International S.A.C. (“Grupo”). All inter-company transactions and balances have been eliminated.
Accounting Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in United States requires management to make estimates and assumptions that affect the reported amounts and assets and liabilities disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions.
F-6
Andresmin Gold Corporation
(An exploration stage enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2005 (Expressed in U.S. dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (cont’d.)
Cash Equivalents
Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased.
Furniture and Equipment
Furniture and Equipment is recorded at cost. The Company provides for depreciation at the following annual rates:
Computer equipment - 25% straight line;
Furniture and fittings – 10% straight line;
Plant equipment – 10% straight line;
Other equipment – 10% straight line.
One-half of normal depreciation is taken in the year of acquisition.
Mineral Properties and Exploration Expenses
The mineral property acquisition costs are capitalized until the viability of the mineral interest is determined.
Exploration and development costs are charged to the operations as incurred until such time that proven or probable ore reserves are determined. At such time that proven or probable reserves are established, the Company will capitalize all costs to the extent that future cash flow from the ore reserves equals or exceeds the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. As at September 30, 2005, the Company did not have proven or probable reserves.
Assets Retirement Obligations
The Company has adopted SFAS No 143, Accounting for Assets Retirement Obligations which requires that the fair value of a liability for and asset retirement obligation be recognized in the period in which it is incurred. SFAS No. 143 requires to record a liability for the present value of the estimated site restoration costs with corresponding increase to the carrying amount of the related long-lived assets. The liability will be accreted and the asset will be depreciated over the life of the related assets. Adjustments for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate underlying the obligation will be made. As at September 30, 2005 and 2004, the Company does not have any asset retirement obligations.
F-7
Andresmin Gold Corporation
(An exploration stage enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2005 (Expressed in U.S. dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (cont’d.)
Costs associated with environmental remediation obligations are recorded at the most likely estimate when it is probable that such costs will be incurred and they can be reasonably estimated.
Stock-Based Compensation
The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards ("SFAS") No. 123, Accounting for Stock-based Compensation; As amended by SFAS No. 148, Accounting for Stock-Based Compensation - Transition and disclosure - Amendment of SFAS No. 123. SFAS No. 123 encourages, but does not require, companies to adopt a fair value based method for determining expense related to employees' stock-based compensation. The Company continues to account for stock-based compensation issued to employees and directors using the intrinsic value method as prescribed under Accounting Principles Board (“APB") Opinion No. 25, Accounting for Stock Issued to Employees and related interpretations.
Foreign Currency Transactions
The Company maintains its accounting records in U.S. dollars.
At the transaction date, each asset, liability, revenue and expense is translated into U.S. dollars by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities denominated in foreign currency are re-evaluated into U.S. dollars by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations.
Fair Value of Financial Instruments and Concentration of Risks
The carrying value of cash and cash equivalents, accounts payable and accrued liabilities approximate their fair value because of the short-term maturity of these instruments. The Company places its cash and cash equivalents with high credit quality financial institutions. As at September 30, 2005 and June 30, 2005, the balance placed in these financial institutions did not exceed the insured limit. Management is of the opinion that the Company is not exposed to significant interest and currency risks arising from these financial instruments.
Long-Lived Assets Impairment
Long-term assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in SFAS No. 144, Accounting for the impairment or disposal of long-lived assets .
Management considers assets to be impaired if the carrying value exceeds the future projected cash flows from related operations (undiscounted and without interest charges). If impairment is deemed to exist, the assets will be written down to fair value. Fair value is generally determined using a discounted cash flow analysis.
F-8
Andresmin Gold Corporation
(An exploration stage enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2005 (Expressed in U.S. dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (cont’d.)
Income Taxes
The Company has adopted Statement of Financial Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes, which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the
Company’s consolidated financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.
Accounting for Derivative Instruments and Hedging Activities
The Financial Accounting Standards Board (“FASB”) issued SFAS No. 133 Accounting for Derivative Instruments and Hedging Activities . SFAS No. 133 requires companies to recognize all derivatives contracts as either assets or liabilities in the balance sheet and to measure them at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the designated as a hedging instrument, the gain or loss is recognized in income in the period of change.
Historically, the Company has not entered into derivative contracts either to hedge existing risks or for speculative purposes. The adoption of this statement does not have an impact on the Company’s consolidated financial statements.
Loss Per Share
Basic earnings (loss) per share is computed using the weighted average number of shares outstanding during the year. The Company adopted SFAS No. 128 Earnings per Share. Diluted loss per share is equal to the basic loss per share for the three months ended September 30, 2005 and 2004.
Comprehensive Income
The Company adopted SFAS No. 130, Reporting Comprehensive Income, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has no elements of "other comprehensive income" for the three months period ended September 30, 2005 or for the fiscal year ended June 30, 2005.
F-9
Andresmin Gold Corporation
(An exploration stage enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2005 (Expressed in U.S. dollars)
3. CASH AND CASH EQUIVALENTS
As at September 30, 2005 and June 30,2005 cash and cash equivalents consist of cash only.
4. PREPAID EXPENSES AND OTHER CURRENT ASSETS
The Company has advanced funds totaling $72,967 (June 30, 2005 - $93,210) for marketing, office support and other related services.
5. RELATED PARTY TRANSACTIONS
During the reporting period the Company had transactions amounting to $1,396 (June 30, 2005 - $78,075) with a company with a common director and accrued liabilities of $10,497 (June 30, 2005 – $nil) to the same company for office support services. The Company has prepaid $2,713 (June 30, 2005 - $34,972) for marketing, office support and other services to a company having a common director.
Management is of the opinion that these transactions have been recorded at amount agreed to by the transacting parties.
6. NON-CASH TRANSACTIONS
During the reporting period the Company accepted subscription for 25,000 shares of the Company’s stock at $0.55 from a third party, and in compensation a promissory note of $184,965 issued to the same party was decreased by $13,750.
7. FURNITURE AND EQUIPMENT
Furniture and equipment consist of the following:
September 30, June 30,
2005 2005
$ $
Furniture and fittings 4,137 5,092
Computer equipment 11,268 11,540
Plant equipment 6,715 6,715
Other equipment 3,298 1,621
Total 25,418 24,968
Less: accumulated depreciation 4,366 3,562
Net book value 21,052 21,406
F-10
Andresmin Gold Corporation
(An exploration stage enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2005 (Expressed in U.S. dollars)
8. MINERAL PROPERTY INTERESTS
Pursuant to an agreement dated February 17, 2004, the Company acquired a 100% undivided interest in eight mining concessions, four of which are located in Chumbivilcas County, District of Livitaca, Peru, known as the Winicocha project, and four located in Huaraz County, District of Pira, Peru, known as the Huarangayoc/Pira project. Consideration included the cash payment of $230,000 and the granting of a 2½% Net Smelter Royalty on the properties.
The Company also acquired fourteen additional concessions located in the districts of Livitaca (7), Azangaro, Santiago de Pupuja, Tisco, Tirapata, Caraveli, Espinar and Asillo. The total cost associated with the acquiring of these concessions was $30,000.
9. ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES
As of September 30, 2005, the Company has accrued $150,137 (June 30, 2005 – $105,891) interest payable on convertible debentures issued.
10. PROMISSORY NOTES
During the reporting period the Company paid off $13,750 on an outstanding promissory note of $184,965 and received additional $124,630 in way of a new promissory note. As of September 30, 2005, the Company has outstanding three promissory notes to third parties: for $124,630, $171,215, and for $10,951 (June 30, 2005 - $184,964 and $10,951). The notes are non-interest bearing and repayable on demand.
11. CONVERTIBLE DEBENTURES
The Company has $2,200,000 outstanding as convertible debentures. All of these convertible debentures are for a period of two years and have an interest rate of 8%, calculated and paid semi-annually in arrears.
The debentures are convertible into units of the Company. For debentures worth $1,700,000, each unit consists of one share of common stock at a conversion price of $0.66 ($2.00 prior to forward stock split) and one non-transferable share purchase warrant enabling the holder to purchase an additional share of common stock of the Company at an exercise price of $0.66 ($2.00 prior to forward stock split) for a period of two years from the date of issuance of the share purchase warrant. The shares received upon exercise of the Conversion option will have a hold period of at least 12 months from the date of conversion. The conversion of the debenture may be exercised by the lender by the delivery of a notice of exercise of the conversion option, which must be exercised as to no less than 20% of the face amount of the convertible debenture. In addition, subject to the Company not being in default of any part of the convertible debenture, the Company being a reporting and trading issuer listed in good standing on a public trading forum and the Company’s shares of common stock trading at an average volume of no less than 100,000 shares per day for the previous 30 days and at a price of $1.66 ($5.00 pre stock split) or more, the Company may require that some or all of the principal amount and interest of the convertible debenture be
F-11
Andresmin Gold Corporation
(An exploration stage enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2005 (Expressed in U.S. dollars)
11. CONVERTIBLE DEBENTURES (cont’d.)
converted under the conversion option, employing a conversion price of $2.00 commencing one year after the date of issuance of the convertible debenture.
For debentures worth $500,000, each unit consists of one share of common stock at a conversion price of $0.80 and one non-transferable share purchase warrant enabling the holder to purchase an additional share of common stock of the Company at an exercise price of $1.25 for a period of two years from the date of issuance of the share purchase warrant. The shares received upon exercise of the Conversion option will have a hold period of at least 12 months from the date of conversion. The conversion of the debenture may be exercised by the lender by the delivery of a notice of exercise of the conversion option, which must be exercised as to no less than 20% of the face amount of the convertible debenture. In addition, subject to the Company not being in default of any part of the convertible debenture, the Company being a reporting and trading issuer listed in good standing on a public trading forum and the Company’s shares of common stock trading at an average volume of no less than 100,000 shares per day for the previous 30 days and at a price of $1.70 or more, the Company may require that some or all of the principal amount and interest of the convertible debenture be converted under the conversion option, employing a conversion price of $0.80 commencing one year after the date of issuance of the convertible debenture.
12. SHAREHOLDERS EQUITY (DEFICIENCY)
Common shares
The authorized number of common shares is 250,000,000 with par value of $0.0010 per share.
The authorized number of preferred shares is 100,000,000 with par value $0.0010 per share. No preferred shares have been issued the company
During the fiscal years 2000, 2002, 2004 and 2005 the Company’s board of directors authorized stock splits of 20:1, 8:1, 13:1, 3:1 respectively. All references in the accompanying financial statements to the number of common shares outstanding and per share amounts have been restated to reflect the stock splits.
No shares have been issued or cancelled during the three month period ended September 30,2005
Stock options
The Company has granted an aggregate of 6,510,000 incentive stock options to officers, employees and consultants of the Company. 6,000,000 of these options were granted on February 4, 2005, having an exercise price of $0.61 per share; 310,000 of these options were granted on February 10, 2005, having an exercise price of $0.67 per share; and 200,000 of these options were granted on February 10, 2005, having an exercise price of $0.75 per share. All of the 6,510,000 options granted have a term of two years from the date of grant and are vested immediately. 4,200,000 of the stock options were granted to officers and employees, and 2,310,000 were
F-12
Andresmin Gold Corporation
(An exploration stage enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2005 (Expressed in U.S. dollars)
12. SHAREHOLDERS EQUITY (DEFICIENCY) (cont’d.)
granted to consultants of the company. Stock-based compensation expenses of nil have been recorded for the reporting period (Sept. 30, 2004 - $nil).
No stock options were exercised or cancelled during the reporting period.
Stock Options Continuity Schedule
Number
Weighted average exercise
price $
Outstanding at June 30, 2005
6,510,000
0.62
Granted
-
-
Exercised
-
-
Forfeited/Expired
-
-
Outstanding at September 30,2005
6,510,000
0.62
Exercisable at September 30, 2005
6,510,000
0.62
Share purchase warrants
The Company has 1,884,090 warrants outstanding as of September 30, 2005. Each warrant entitles its owner to purchase one share of Andresmin Gold at a purchase price of $0.75 if subscribed for at any time prior to 4:00 p.m. on June 8, 2006.
No share purchase warrants have been issued or exercised during the three months period ended September 30, 2005.
13. RECLASSIFICATIONS
Certain comparative figures for 2004 have been reclassified to conform to the 2005 presentation.
14. INCOME TAXES
The Company’s income tax expense for the first quarter of financial year 2006 and 2005 is nil. The Company has provided a valuation allowance equal to the future tax assets because the timing of the utilization of the future tax assets is indeterminable.
The Company is subject to income taxes in the United States of America while its subsidiary is subject to income taxes in Peru. U.S. federal net operating loss carryforwards of approximately $2,300,000 if not utilized to offset taxable income in future periods expire in the year 2025. Peruvian net operating loss carryforwards of $362,400 if not utilized to offset taxable income of future periods will expire in the year 2009.
F-13
Item 2. Management's Discussion and Analysis for the Three Months Ended September 30, 2005
The Company is an exploration stage corporation. An exploration stage corporation is one engaged in the search for mineral deposits or reserves which are not in either the development or production stage.
This management discussion and analysis may include forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and section 21E of the United States Securities and Exchange Act of 1934, as amended, with respect to achieving corporate objectives, developing additional project interests, the Company’s analysis of opportunities in the acquisition and development of various project interests, and certain other matters. These statements are made under the “Safe Harbor” provisions of the United States Private Securities Litigation Reform Act of 1955 and involve risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements contained herein.
The following discussions of the results of operations and financial position of the Company should be read in conjunction with the financial statements and notes pertaining to them that appear elsewhere in this Form 10-QSB. The financial statements are presented in U.S. dollars and are prepared under the U.S. generally accepted accounting principles. The interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.
RESULTS OF OPERATIONS
Three months
ended Sept 30,
2005
Three months
ended Sept 30,
2004
Three months
ended Sept 30,
2003
Loss for the period
594,207
246,690
1,140
Per Share
0.01
0.00
0.00
Total Assets
431,949
353,229
-
Total Long Term
Liabilities
2,200,000
-
-
Dividends Declared
Nil
Nil
Nil
The Company has had no operating revenues since its inception on May 6, 1991 through September 30, 2005. Its activities have been financed from the proceeds of share subscriptions and subscriptions to convertible debentures issued by the Company.
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The Company incurred operating costs of $594,207 for the three-month period ended September 30, 2005, compared to $246,690 for the three months ended September 30, 2004. The amount includes $44,246 accrued interest expense.
The increase in expenditures is primarily due to the Company’s exploration activities and drilling program on the Winicocha property. Property exploration and investigation costs increased to $451,952 for the three months ended September 2005, compared to $115,399 for the same period in 2004.
Advertising and promotion, consulting, and travel expenses decreased by $17,463, $22,258, and $36,190 respectively compared to the three months ended September 2004. This is due to the fact that during the reporting period the Company’s efforts were focused mainly on exploration and investigation activities.
Office and general costs were $47,383 as compared to $28,241 for the same period in 2004.
Cash used in operating activities during the reporting period was $349,052, which reflects the cost of the Company’s operations, including exploration activities costs of $451,952. Cash proceeds from financial activities were $110,880.
The Company anticipates that it will continue to incur significant losses.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Since inception, the Company has been dependent on investment capital and debt financing from third parties as our primary source of liquidity. We have not generated any revenue from our operations. We anticipate continuing to rely on equity sales of our shares of common stock and loans in order to continue to fund our business operations. Issuances of additional shares will result in further dilution of our existing shareholders.
At September 30, 2005, the Company had cash on hand of $77,930, as compared to cash of $5,195 at September 30, 2004. As at September 30, 2005 the Company’s current liabilities were by $599,132 more than current assets. Current liabilities grew to $764,944 compared to $76,029 at September 2004. Current assets increased by $ 76,303 as of September 2005 compared to the same period 2004. As at September 30, 2005, the Company had total assets of $431,949, compared to $353,229 at September 30, 2004.
During the reporting period the Company accepted subscription for 25,000 of its shares at $0.55 from a third party, and in compensation decreased an outstanding promissory note of $184,965 issued to the same party by $13,750. The company received an additional $124,630 by way of a promissory note.
At September, 2005, there was $2,200,000 of unsecured convertible debentures outstanding. These debentures are convertible at the option of the holder during a two-year period from the date of issuance into units of the Company (see note 11 from the Notes to the Financial Statements), each unit consisting of one share and one share purchase warrant. The interest rate
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on the debentures is 8% compounded semi-annually. The Company is required to make interest payments to the debenture holders under the terms of the debenture.
Under certain circumstances discussed in the Notes to Financial Statements, the Company may require that some of all of the principal amount and interest be converted under the conversion option.
The Company is currently in arrears in the amount of $150,137 for unpaid interest expense.
There are no assurances that the Company will be able to achieve further sales of its common stock or any other form of additional financing. If the Company is unable to achieve the financing necessary to continue its plan of operations, then it will not be able to continue its exploration of the mineral claims and the Company’s venture will fail.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this quarterly report, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has: (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.
TRANSACTIONS WITH RELATED PARTIES
During the reporting period the Company had transactions amounting to $1,396 with a company with a common director and accrued liabilities of $10,497 to the same company for office support services.
The Company has a prepaid account for marketing, office support and other services totaling $2,713 with a company having a common director.
FINANCIAL INSTRUMENTS
The Company’s financial assets consist mostly of cash deposited in banks and short-term receivables. Management believes that the stated values are equivalent to the fair values.
The Company’s liabilities consist of debentures and accounts payable. Management believes that the stated values are equivalent to the fair values.
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FOREIGN CURRENCY
Most of the Company’s operations are in Peru, however the bulk of the expenses are paid and billed in United States dollars. Therefore the Company is not significantly exposed to fluctuations in that local currency. If a commercial deposit were discovered, the sales price of production would likely be denominated in U.S. dollars also resulting in minimal foreign currency risks.
AUDIT COMMITTEE
As of the date of this report, the Company has not appointed members to an Audit Committee. Therefore, the role of an audit committee has been conducted by the Board of Directors of the Company.
The Company is in the process of establishing an Audit Committee. When established, the Audit Committee will be comprised of at least two independent members. When established, the audit committee’s primary function will be to provide advice with respect to the Company’s financial matters and to assist the Board of Directors in fulfilling its oversight responsibilities regarding finance, accounting, tax and legal compliance. The Audit Committee’s primary duties and responsibilities will be: (i) to serve as an independent and objective party to monitor the Company’s financial reporting process and internal control system; (ii) to review and appraise the audit efforts of the Company’s independent accountants; (iii) to evaluate the Company’s quarterly financial performance as well as its compliance with laws and regulations; (iv) to oversee management’s establishment and enforcement of financial policies and business practices; and (v) to provide an open avenue of communication among the independent accountants, management and the Board of Directors.
PLAN OF OPERATION
The Company’s plan of operations for the twelve months following the date of this report is to continue our exploration activities on the Winicocha property and complete the following objectives within the time periods specified, subject to our obtaining the funding necessary for the continued exploration of the mineral property:
1. The Company plans to conduct further exploration on the Winicocha property consisting of additional geochemical IP and ground magnetic survey. It anticipates that the cost of this program will be approximately $50,000. The Company expects to commence this exploration program in the spring of 2006 depending on the availability of personnel and equipment. This phase is expected to take approximately two months to complete.
2. The Company anticipates spending approximately $25,000 in ongoing general and administrative expenses per month for the next twelve months. The general and administrative expenses for the year are expected to consist primarily of professional fees for the audit and legal work relating to the Company’s regulatory filings throughout the year, as well as transfer agent fees and general office expenses.
6
During the 12-month period following the date of this statement, the Company does not anticipate generating any revenues. The Company anticipates that any additional funding will be in the form of equity financing from the sale of our common stock. However, the Company does not have any financing arranged and it cannot provide investors with any assurance that it will be able to raise sufficient funding from the sale of its common stock to fund any additional exploration programs. In the absence of such financing, the Company’s business plan will fail.
The Company may consider entering into a joint venture partnership to provide the required funding to develop the mineral claims. If the Company enters into a joint venture arrangement, it would likely have to assign a percentage of its interest in the property to the joint venture partner.
Based on the nature of the Company’s business, it anticipates incurring operating losses in the foreseeable future. The Company bases this expectation, in part, on the fact that very few mineral properties in the exploration stage ultimately develop into producing, profitable mines. The Company’s future financial results are also uncertain due to a number of factors, some of which are outside the Company’s control. These factors include, but are not limited to:
- the Company’s ability to raise additional funding
- the market for minerals such as copper and gold
- results of the Company’s proposed exploration programs on the mineral property
- the Company’s ability to find joint venture partners for the development of its property interests
If the Company is successful in completing further equity financings, existing shareholders will experience dilution of their interest in the Company. In the event the Company is not successful in raising additional financing, it anticipates that it will not be able to proceed with its business plan. In such a case, the Company may decide to discontinue its current business plan and seek other business opportunities in the resource sector. Any business opportunity would require the Company’s management to perform diligence on possible acquisition of additional resource properties. Such due diligence would likely include purchase investigation costs such as professional fees by consulting geologists, preparation of geological reports on the properties, conducting title searches and travel costs for site visits. It is anticipated that such costs will not be sufficient to acquire any resources property and additional funds will be required to close any possible acquisition. During this period, the Company will need to maintain its periodic filings with the appropriate regulatory authorities and will incur legal and accounting costs. In the event no other such opportunities are available and the Company cannot raise additional capital to sustain minimum operations, it may be forced to discontinue business operations. The Company does not have any specific alternative business opportunities in mind and has not planned for any such contingency.
Due to the Company’s lack of operating history and present inability to generate revenues, its auditors have stated their opinion that there currently exists substantial doubt about its ability to continue as a going concern.
7
If the Company finds sufficient evidence that warrants further mineral exploration, it would likely conduct additional drilling on the mineral claims to determine if additional mineralization zones exist. The Company does not have sufficient funds to complete any additional work, and if it decides to conduct additional work on the mineral claims, it will require additional funding. The cost of such a program cannot be determined until results from the first phase of exploration are completed. However, the Company estimates that the first phase of such a program will cost approximately $50,000.
The Company anticipates that additional funding will be in the form of equity financing from the sale of its common stock. However, the Company cannot provide investors with any assurance that it will be able to raise sufficient funding from the sale of its common stock to fund additional phases of exploration. The Company believes that debt financing will not be an alternative for funding additional phases of exploration. The Company does not have any arrangements in place for any future equity financing.
CORPORATE BACKGROUND
Business Development
Andresmin Gold Corporation is a corporation organized under the laws of the State of Montana (the “Company”). The Company currently trades on the OTC Bulletin Board under the symbol "ADGD".
The Company was incorporated under the laws of the State of Montana on May 6, 1991 under the name "Anton Dist. Inc." Effective May 10, 2004, the Company filed articles of amendment to its articles of incorporation to give effect to a forward stock split of the issued and outstanding shares of common stock on the basis of 13 new shares for each one old share and to change the name of the Company from Anton Dist. Inc. to “Andresmin Gold Corporation”. Effective October 18, 2004, the Company filed articles of amendment to its articles of incorporation to give effect to a forward stock split of the issued and outstanding shares of common stock on the basis of three (3) new shares for each one old share.
As of the date of this quarterly report, the Company is a mineral exploration and development company.
Current Business Operations
On May 6, 2004, the Company, Grupo Minero Internacional S.A.C. ("Grupo") and the shareholders of Grupo entered into a letter agreement (the "Letter Agreement") whereby the shareholders of Grupo will transfer all of the issued and outstanding shares in the capital of Grupo and assign any loans owing from Grupo to the shareholders of Grupo to the Company in exchange for: (i) receiving US$230,000 in cash from the Company, which will be payable by the Company to the shareholders of Grupo in equal portions on the closing date, which will be June 10, 2004 (the "Closing Date"); and (ii) a 2.5% Net Smelter Royalty on all properties and mining rights currently owned by Grupo, which will be payable upon reaching commercial production in equal portions to the shareholders of Grupo. The Letter Agreement is subject to the satisfactory due diligence conducted by the Company of Grupo. In addition, the closing is subject to the condition precedent that the Company shall have raised US$230,000 prior to June 10, 2004 in
8
order to have the funds available to complete the transaction contemplated on the Closing Date. The Company, Grupo and the shareholders of Grupo intend to enter into a more formal share purchase agreement and other documents that more fully delineate and formalize the terms outlined in the Letter Agreement.
On June 10, 2004, the parties to the above mentioned Letter Agreement agreed to an amendment to the Letter Agreement, whereby the condition precedent of the Company raising US$230,000 prior to June 10, 2004, was extended to June 30, 2004.
On July 23, 2004, the Company closed the acquisition of Grupo.
With the acquisition of Grupo, the Company is now an exploration stage company engaged in the acquisition and exploration of mineral properties in Peru. Prior to the acquisition of Grupo, company management approached several consulting geologists and prospectors currently operating or having had experience in Peru, to discuss the merits of the acquisition based on their knowledge of the information made available to the public by Empresa Minera Del Centro Del Peru S.A. (Centromin), a Peruvian government-owned company charged with the sale of mineral concessions owned by the state to private interests. By acquiring all the shares of Grupo, the Company acquired a 100% interest in eight mining concessions and a further fourteen mineral claims. These claims are located throughout Peru, in areas generally thought to host gold, silver, copper and other base metal deposits. The claims are all in good standing with the Peruvian state authorities.
On December 13, 2004, the Company through its subsidiary, Grupo Minero Internacional S.A.C., entered into an agreement with the community of Pisquicocha, located in the department of Cusco in southern Peru, which is where the Company’s Winicocha copper-gold project is located, whereby the community of Pisquicocha has granted the Company the right to continue to explore and develop Winicocha copper-gold project for a term of five year with an option to renew for another five years in exchange for payment by the Company of approximately U.S.$621 for the first year and then increasing by approximately U.S.$311 for each year thereafter so that the Company is required to pay approximately U.S.$1,863 at the beginning of the fifth year to maintain such right to explore and develop the Winicocha project.
Since the Company is an exploration stage company, there is no assurance that a commercially viable mineral deposit exists on any of our properties, and a great deal of further exploration will be required before a final evaluation as to the economic and legal feasibility for its future exploration is determined. The Company has no known reserves of any type of mineral. To date, the Company has not discovered an economically viable mineral deposit on the properties, and there is no assurance that the Company will discover one.
Subsidiaries
The Company has one subsidiary, Grupo Minero Internacional S.A.C. ( “Grupo”), of which the Company owns approximately ninety-nine percent (99%) of the issued and outstanding shares. During the quarter ended March 31, 2005, the Company sold less than 1% of Grupo to a Peruvian national in order to comply with Peruvian Law.
9
Research and Development
The Company has not incurred any research or development expenditures since our incorporation.
Holders
As of November 15, 2005, the Company had approximately 51 shareholders of record.
Item 3. Controls and Procedures
As of the end of the period covered by this quarterly report, an evaluation was performed under the supervision and with the participation of the Company’s management, including the President, who is the principal executive officer (“PEO”) and principal accounting officer (“PAO”), of the effectiveness of the design and operation of the disclosure controls and procedures. Based on that evaluation, the Company’s management, including the PEO and PAO, concluded that the disclosure controls and procedures were effective. There have been no changes in these internal controls over financial reporting that occurred during the quarter ended September 30, 2005, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Part II—Other Information
Item 1. Legal Proceedings
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving the Company. None of the Company’s directors, officers or affiliates are (i) a party adverse to the Company in any legal proceedings, or (ii) has an adverse interest to the Company in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against the Company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
N/A
Item 3. Defaults Upon Senior Securities
N/A
Item 4. Submission of Matters to a Vote of Security Holders
N/A
Item 5. Other Information
N/A
10
Item 6. Exhibits
(a) Exhibit List
31.1 Certificate pursuant to Rule 13a-14(a)
31.2 Certificate pursuant to Rule 13a-14(a)
32.1 Certificate pursuant to 18 U.S.C. §1350
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Andresmin Gold Corporation
Date: December 6, 2005 Per: /s/ Dean de Largie
Dean de Largie, President and Director
11
Exhibit 31.1
CERTIFICATION Under Rule 13a-14(a)
I, Dean de Largie, certify that:
1. I have reviewed this 10-QSB of Andresmin Gold Corporation;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
5. The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the Audit Committee of the small business issuer’s board of directors (or persons performing the equivalent function):
12
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal controls over financial reporting.
Date: December 6, 2005 /s/ Dean de Largie
Dean de Largie, President and
Director (Principal Executive
Officer)
13
Exhibit 31.2
CERTIFICATION Under Rule 13a-14(a)
I, Dean de Largie, certify that:
1. I have reviewed this 10-QSB of Andresmin Gold Corporation;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
5. The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the Audit Committee of the small business issuer’s board of directors (or persons performing the equivalent function):
14
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal controls over financial reporting.
Date: December 6, 2005 /s/ Dean de Largie
Dean de Largie, Principal
Accounting Officer
15
Exhibit 32.1
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 Periodic Report on Form 10-QSB for three month period ended September 30, 2005 of Andresmin Gold Corporation, a Montana corporation (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Periodic Report”), I, Dean de Largie, President, principle executive officer and principal accounting officer of the Company certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Periodic Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: December 6, 2005 /s/ Dean de Largie
Dean de Largie, President, principal
executive officer and principal
financial officer
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Calle Jose Gonzales 671-675
Miraflores, Lima 18, Peru
ph: 51-1-242-5502
infoperu@andresmin.com
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