UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2005
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D)
OF THE EXCHANGE ACT
For the transition period from ________ to __________
Commission file number: 000-28481
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ANGLOTAJIK MINERALS INC.
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(Exact name of small business as specified in its charter)
NEVADA 86-0891931
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
433 N. Camden Drive, 4th Floor, Suite 110, Beverly Hills, CA 90210
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(Address of principal executive offices)
(310) 285-1506
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(Issuer's telephone number)
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(Former name, former address, and former fiscal year,
if changed since last report)
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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 [ ]
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 file
by Section 12, 13, or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by the 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:
Issued and outstanding as of October 31, 2005: 51,820,458 shares
common stock, $0.001 par value
Transitional Small Business Disclosure Format (Check one): Yes [ ] No |X|
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PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements
The accompanying unaudited financial statements of Anglotajik Minerals, Inc.
(the "Company"), have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-QSB. Accordingly, these financial statements may not
include all of the information and disclosures required by generally accepted
accounting principles for complete financial statements. These financial
statements should be read in conjunction with the audited financial statements
and the notes thereto for the fiscal year ending December, 2004. In the opinion
of management, the accompanying unaudited financial statements contain all
adjustments necessary to fairly present the Company's financial position as of
September 30, 2005 and its results of operations and its cash flows for the nine
months ended September 30, 2005.
ANGLOTAJIK MINERALS, INC.
FINANCIAL STATEMENTS
September 30, 2005
(Unaudited)
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Anglotajik Minerals, Inc.
(A Company in the Exploration Stage)
Balance Sheets
September 30, December 31,
ASSETS 2005 2004
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(Unaudited)
Current Assets
Cash $ - $ 72
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Total current assets - 72
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Total assets $ - $ 72
============= =============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Bank overdraft $ 7 $ 28,343
Accounts payable 356,477 356,477
Accrued expenses 288,177 560,116
Interest payable 9,157 7,243
Note Payable- Current 28,343 -
Note payable - related party 450,465 494,320
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Total current and total liabilities 1,132,626 1,446,499
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Stockholders' Deficit
Common stock, $.001 par value, 300,000,000 shares
authorized, 51,820,458 shares issued and outstanding 51,820 19,120
Additional paid-in capital 4,639,080 4,121,063
Deficit accumulated during the exploration stage (5,823,526) (5,250,133)
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Total Stockholders' Equity (1,132,626) (1,109,950)
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Total liabilities and stockholders' equity $ - $ 594
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The accompanying notes are an integral part of these financial statements.
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Anglotajik Minerals, Inc.
(A Company in the Exploration Stage)
Statements of Operations
Cumulative
During the
Exploration
Stage For the Three Months Ended For the Nine Months Ended
September 30, September 30, September 30,
2005 2005 2004 2005 2004
---------------- --------------- ------------- --------------- -----------------
Revenue
Operating Costs and Expenses
Operating and
administrative expenses $ 5,675,551 $ 76,734 $ 75,589 $ 235,003 $ 217,776
Depreciation expense 5,562 - - - -
Amortization expense 16,500 - - - -
---------------- --------------- ------------- --------------- -----------------
Total operating costs and
expenses (5,697,613) (76,734) (75,589) (235,003) (217,776)
Non-operating Income
Dividend income 1,212 - - - -
Gain on cancellation of
contracts 90,604 - - - -
Loss on disposal of assets (59,641) - - - -
---------------- --------------- ------------- --------------- -----------------
Total non-operating income 32,175 - - - -
---------------- --------------- ------------- --------------- -----------------
Interest expense
(167,089) (638) (638) (1,914) (1,914)
Net loss before income taxes (5,832,527) (77,372) (76,227) (236,917) (219,690)
---------------- --------------- ------------- --------------- -----------------
Provision for income taxes - - - - -
---------------- --------------- ------------- --------------- -----------------
Net loss $ (5,826,772) $ (77,372) $ (76,227) $ (236,917) $ (219,690)
================ =============== ============= =============== =================
Loss per common share - basic $ $ $ $ $
================ =============== ============= =============== =================
Weighted average common shares -
basic $ $ 51,820,458 $ 19,120,458 $ 51,820,458 $ 19,120,458
================ =============== ============= =============== =================
The accompanying notes are an integral part of these financial statements.
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Anglotajik Minerals, Inc.
(A Company in the Exploration Stage)
Statements of Cash Flows
(Unaudited)
Cumulative
During the
Exploration
Stage For the Nine Months Ended
September 30, September 30,
2005 2005 2004
----------------- ------------ --------------
Cash Flows from Operating Activities
Net loss $ (5,823,527) $ (236,917) $ (219,690)
Adjustment to reconcile net loss to
net cash used in operating activities:
Amortization and depreciation
expense 22,062 - -
Deferred compensation expense 400,00 - -
Gain on cancellation of
amortization (16,500) - -
Loss on disposal of assets 59,641 - -
Decrease in deposits 14,925 - -
Decrease in prepaid expense 796,250 - -
Increase (decrease) in
accounts payable 421,046 - -
Increase (decrease) in related
party payable 512,007 (41,558) -
Increase (decrease) in wages
payable 278,191 (188,773) -
Increase in interest payable 167,415 1,914 1,914
Increase in accrued expense 80,384 (85,462) 181,000
Expenses paid by issuance of
common stock subscribed 45,000 - -
Expenses paid by issuance of
common stock 1,125,378 - -
----------------- ------------ --------------
Net Cash used in operating (1,917,728) (550,796) (36,776)
activities
----------------- ------------ --------------
Cash Flow from Investing Activities
Deposits paid (14,925) - -
Purchase of fixed assets (65,203) - -
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Net cash used in investing (80,128) - -
activities
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Cash Flow from Financing Activities
-----------------------------------
Proceeds received from issuance of
stock 1,005,352 550,717 -
Proceeds received from officer
advances 129,377 - 35,286
Proceeds from bank overdraft 30,591 7 896
Payment on bank overdraft (9,915) - -
Payment of officers advances (5,474) - -
Payment on line of credit (22,574) - -
Proceeds received from line of credit 870,499 - -
----------------- ------------ --------------
Net cash provided by financing 1,997,856 550,724 36,182
activities
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The accompanying notes are an integral part of these financial statements.
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Anglotajik Minerals, Inc.
(A Company in the Exploration Stage)
Statements of Cash Flows
Cumulative
During the
Exploration
Stage For the Three Months Ended For the Nine Months Ended
September 30, September 30, September 30,
2005 2005 2004 2005 2004
-------------- ------------- ------------ ----------- -------------
Net increase in cash - (33) (392) (72) (594)
Cash and cash equivalents at
(Inception) September 30, 2005 and 2004 - 33 392 72 594
Cash and cash equivalents at September
30, 2005 and 2004 $ - $ - $ - $ - $ -
============== ============= ============ ============ =============
The accompanying notes are an integral part of these financial statements.
Supplementary Information
During the years ended December 31, 2003 and 2002, no amounts were paid for
either interest or income taxes.
On October 13, 2003, the company issued 1,000,000 common shares for legal
services valued at $370,000.
In August 2003 the company issued 16,999,984 common shares to shareholders in
exchange for interest payable of $150,519.
In July 2003 the Company issued 286,713 common shares to the President to
relieve an advance of $48,773 and set up a receivable of $51,227. Also in July
2003 a $100,000 signing bonus was paid via the issuance of 279,720 common
shares.
In May 2003 the Company issued 2,797 common shares in exchange for consulting
expenses of $13,500. Also in May 2003 the Company issued 13,986 common shares to
the President pursuant to a stock option agreement, to relieve $100,000 in
officer advances and consulting fees payable.
In April 2003 the mining rights contract and the related shares were cancelled.
In June 2002 the Company issued 20,797 shares of its common stock for consulting
services of $75,000.
During the three months ending March 31, 2005 the company issued 3,916,434
restricted common shares in exchange for printing and reproductions expenses of
$35,237, as well as, 3,916,434 restricted common shares in exchange for
consulting expenses of $ 34,285. Also the company issued 24,867,132 restricted
common shares in lieu of the company's debts to the President of $386,773 for
wages payable, $47,375.66 for advance from shareholder, and $47,047 for vacation
accrued. The total amount of the debt to the President was $481,195 of which
$58,454 of the debt was forgiven.
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Anglotajik Minerals, Inc.
(A Company in the Exploration Stage)
Notes to the Financial Statements
NOTE 1 - Summary of Significant Accounting Policies
a.Organization
Anglotajik Minerals, Inc. (the "Company") was incorporated in the State of
Nevada in August 1997, under the name Meximed Industries, Inc. In January
1999 the Company changed its name to Digital Video Display Technology
Corporation and in July 2001 to Iconet, Inc. With new management in the
middle of 2003 the company again changed its name to Anglotajik Minerals,
Inc. The Company is considered to be in the exploration stage as its
operations principally involve research and exploration, market analysis, and
other business planning activities, and no revenue has been generated from
its business activities.
These financial statements have been prepared assuming that the Company will
continue as a going concern. The Company is currently in the exploration
stage and existing cash and available credit are insufficient to fund the
Company's cash flow needs for the next year. The Company plans to raise
additional capital through private placements. The preparation of financial
statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results could differ
from those estimates.
b.Cash and cash equivalents
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to
be cash equivalents. As of March 31, 2005, and 2004, the Company held no cash
equivalents.
c.Fair Value of Financial Instruments
Unless otherwise indicated, the fair values of all reported assets and
liabilities which represent financial instruments (none of which are held for
trading purposes) approximate the carrying values of such amounts.
d. Provision for Income taxes
No provision for income taxes has been recorded due to net operating loss
carryforwards totaling over $5.2 million that will be offset against future
taxable income. Thes NOL carryforwards begin to expire in the year 2017. No
tax benefit has been reported in the financial statements because the Company
believes there is a 50% or greater chance the carryforward will expire
unused.
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The deferred tax asset and the valuation account is as follows at September
30, 2005 and 2004:
September 30, September 30,
2005 2004
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Deferred tax asset:
Deferred noncurrent tax asset $ 1,979,999 $ 1,860,623
Valuation allowance (1,979,999) (1,860,623)
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Total - -
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e. Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. In these financial statements, assets, liabilities and earnings
involve extensive reliance on managements estimates. Actual results could
differ from those estimates.
f. Earning (loss) per share
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards (SFAS) No. 128 Earnings Per Share. Basic loss per share
for each period is computed by dividing net loss by the weighted average
number of shares of common stock outstanding during the period. Diluted loss
per share is computed in a manner consistent with that of basic loss per
share while giving effect to all potentially dilutive common shares that were
outstanding during the period. The number of additional shares is calculated
by assuming that outstanding stock options were exercised and that the
proceeds from such exercises were used to acquire shares of common stock at
the average market price during the reporting period. The weighted averages
for the years ended December 31, 2003, and 2002, and from inception reflect
the reverse stock split of 1:200 that was approved by the board of directors
in July 2001, the 1:143 reverse stock split effective July 16, 2003 and the
2:1 forward split on September 15, 2003.
The computation of earnings (loss) per share of common stock is based on the
weighted average number of shares outstanding at the date of the financial
statements. Outstanding employee warrants have been considered in the fully
diluted earnings per share calculation in 2005 and 2004.
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September 30,
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2005 2004
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Basic Earnings Per Share
Income (Loss) (numerator) $ (236,917) $ (213,690)
Shares (denominator) 51,820,458 19,120,458
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$ (.00) $ (.01)
================== ==================
Fully Diluted Earnings Per Share $ (236,917) $ (213,690)
Income (Loss) (numerator) 51,417,512 19,819,759
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Shares (denominator) $ (.00) $ (.01)
================== ==================
NOTE 2 - New Technical Pronouncements
In November 2004, the FASB issued SFAS No. 151, Inventory Costs--an amendment
of ARB No. 43, Chapter 4 This Statement amends the guidance in ARB No. 43,
Chapter 4 Inventory Pricing. SFAS No. 151 clarifies the accounting for
abnormal amounts of idle facility expense, freight, handling costs, and wasted
material (spoilage). SFAS No. 149 is effective for inventory costs incurred
during fiscal years beginning after June 15, 2005. The adoption of SFAS No.
151 will not have an impact on the Company's consolidated financial
statements.
In December 2004, the FASB issued SFAS No. 152, Amendment of FASB Statement
No. 66, Accounting for Sales of Real Estate, which references the financial
accounting and reporting guidance for real estate time-sharing transactions
that is provided in AICPA Statement of Position. This Statement also amends
FASB Statement No. 67, Accounting for Costs and Initial Rental Operations of
Real Estate Projects, to state that the guidance for incidental operations and
costs incurred to sell real estate projects does not apply to real estate
time-sharing transactions. SFAS No. 152 is effective for financial statements
for fiscal years beginning after June 15, 2005. The adoption of SFAS No. 152
will not have an impact on the Company's consolidated financial statements. In
May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error
Corrections. This Statement replaces APB No. 20, Accounting Changes and FASB
No. 3, Reporting Accounting Changes in Interim Financial Statements, and
changes the requirements for the accounting for and reporting of a change in
accounting principle. This Statement applies it all voluntary changes in
accounting principle. It also applies to changes required by an accounting
pronouncement in the unusual instance that the pronouncement include specific
transition provisions. When a pronouncement includes specific transition
provisions, those provisions should be followed. This Statement requires
retrospective application to prior periods' financial statements of changes in
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accounting principle, unless it is impracticable to determine either the
period-specific effects or the cumulative effect of the change. The adoption
of SFAS No. 154 did not have an impact on the Company's consolidated financial
statements.
NOTE 3 - Stock Options
The Company applies APB Opinion 25 and related interpretations in accounting
for its stock option plans. No compensation cost has been recognized during
the period ended March 31, 2004. Deferred compensation is recorded only when
the market price exceeds the option price at the grant date. Compensation is
recorded using the straight-line method over the vesting period.
In September 2001 the Company issued an option to purchase 13,986 shares of
common stock at $0.10 per share to a Director of the Company. The Company
accrued $400,000 in deferred compensation costs, as the option price at the
grant date was less than the market price. The option expires in September
2006. The compensation cost will be accrued over the vesting period.
Compensation costs of $0 and $280,000 were included in the statements of
operation for the period ended March 31, 2004 and the year ended December 31,
2003, respectively.
In September 2003 the Company issued an option to purchase 699,301 shares of
common stock at $0.21 per share to a Director of the Company. The Company did
not accrue any deferred compensation costs, as the option price was greater
that the market price on the date of grant. The option expires in July 2011.
Had compensation cost for the Company's stock-based compensation plan been
determined based on the fair value at the grant date for awards under those
plans consistent with the method of FASB Statement 123, the Company's net
loss and loss per share would have been increased to the pro forma amounts
indicated below:
September 30 December 31,
2005 2004
-------------- --------------
Net loss:
As reported $ (236,917) $ 413,190
Pro forma $ (238,339) $ 415,504
Loss per share:
As reported $ - $ -
Pro forma $ - $ -
The Company has determined the pro-forma information as if the Company had
accounted for the stock option granted on July 1, 2003, under the fair value
method of SFAS 123. The Black-Scholes option-pricing model was used with a
risk free interest rate of 4.67% for March 31, 2004 and December 31, 2003;
dividend yield of 0.0% for March 31, 2004 and December 31, 2003; a volatility
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factor of 214% and 182% for March 31, 2004 and December 31, 2003
respectively, and an expected life of 8 years. The fair value of the stock
options granted in July 2003 is $0.01 per share. If the Company had
recognized deferred compensation cost based on the fair value method, it
would have increased deferred compensation by $579 for the period ended March
31, 2005 and $6,941 for the year ended December 31, 2004. It would also have
increased the compensation cost for the period ended March 31, 2005 by $579
and for the year ended December 31, 2004 by $2,314.
NOTE 4 - Related Party Transactions
During the years ended December 31, 2004, and 2003, the Company charged
$38285, and $37,500 respectively, to consulting expense, and $0 and $80,000,
respectively, to legal fees for services rendered by directors or
stockholders of the Company. Outstanding balances payable for consulting and
legal fees to these related parties were $450,465 and $450,465 at December
31, 2004, and 2003, respectively.
The President of Anglotajik Minerals, Inc. advanced the Company funds to pay
expenses. During the year ended December 31, 2003, travel and other office
expenses of $62,073 were paid by an officer.
In May 2003 the Company issued 13,986 shares of its common stock to the
officer pursuant to a stock option dated September 1, 2001. This issuance
relieved officer advances payable and consulting fees payable by $31,900 and
$68,100, respectively.
In July 2003 the Board of Directors authorized the issuance of 286,713
restricted common shares to the President to relieve the shareholder advance
of $48,773 and for a receivable of $51,227 from the President.
During the third quarter of 2003, the President was the only member of the
Board of Directors. In July 2003 the Company issued an option to purchase
699,301 shares of common stock at $0.21 per share to a Director of the
Company. Also in July 2003 a signing bonus of $100,000 was paid to the
President via the issuance of 279,720 shares of restricted common stock.
Wages payable to the President of $120,000 for 3rd and 4th quarter of 2003
were accrued during the 2003 year. Additionally $252,000 in wages payable to
the President was accrued during the 2004 year. During the first quarter of
2005, the President accrued in wages payable $66,000.
During the year ended December 31, 2003, the Company issued a total of
16,999,984 common shares to each of the shareholders to whom interest was due
on the old line of credit. The issuance of these shares relieved the entire
outstanding payable of $150,519.
During the three month ending March 31, 2005, the company issued 24,867,132
restricted common shares in lieu of the company's debts to the President of
$386,773 for wages payable, $47,375.66 for advance from shareholder, and
$47,047 for vacation accrued. The total amount of the debt to the President
was $481,195 of which $58,454 of the debt was forgiven.
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NOTE 5 - Stockholders' Equity
In July 2003 the Board of Directors authorized the issuance of 286,713
restricted common shares to the President in exchange for a shareholder
advance of $48,773 and a receivable from the President of $51,227. The
President is the only member of the Board of Directors. Also in July 2003 a
signing bonus of $100,000 was paid to the President via the issuance of
279,720 shares of restricted common stock.
In July 2003 a reverse stock split of 1:143 was authorized by the Board of
Directors, and the number of authorized shares was increased to 300 million.
The financial statements have been retroactively restated to reflect the
reverse stock split.
In August 2003 the Company issued 16,999,984 common shares to the
shareholders to whom interest was due on the line of credit. The issuance of
these shares relieved the entire outstanding payable of $150,519.
In September 2003 a 2:1 forward stock split was authorized by the Board of
Directors. The financial statements have been retroactively restated to
reflect the forward stock split.
On October 13, 2003 the board of directors authorized the issuance of
1,000,000 shares of restricted common stock to a law firm for services valued
at $370,000.
During the three months ending March 31, 2005 the company issued 3,916,434
restricted common shares in exchange for printing and reproductions expenses
of $35,237, as well as, 3,916,434 restricted common shares in exchange for
consulting expenses of $ 34,285. Also the company issued 24,867,132
restricted common shares in lieu of the company's debts to the President of
$386,773 for wages payable, $47,375.66 for advance from shareholder, and
$47,047 for vacation accrued. The total amount of the debt to the President
was $481,195 of which $58,454 of the debt was forgiven.
NOTE 6 - Commitments and Contingencies
There are various claims and lawsuits pending against the Company arising in
the normal course of the Company's business. Although the amount of liability
at December 31, 2003, cannot be ascertained, management is of the opinion
that any resulting liability will not materially affect the Company's
financial position.
Merrill Lynch Canada Inc., has filed suit against the Company regarding a
dispute related to the sale of its restricted common stock by an unrelated
third party to Merrill Lynch. At this time the Company does not know if it
will sustain a loss, or the amount of the loss.
The Company settled an action by a bank regarding an overdraft. The
settlement carried an interest rate of 9.0% and twelve monthly payments of
$3,321. The Company made three payments before defaulting on this settlement.
The amount due as of September 30, 2005 is $28,343. Related interest of
$9,157 has also been accrued by the Company.
-11-
Item 2 - Management's Discussion and Analysis or Plan of Operation
NOTE: The following discussion and analysis should be read in conjunction with
the Company's Interim Financial Statements (unaudited) and the Notes to the
Financial Statements for the nine month period ended September 30, 2005.
Uncertainty as to Certain Accounts Payable
We have reviewed, and continue to review our corporate files, books and records,
but remain unable to conclusively identify a basis or certain amount of our
Accounts Payable and for the Related Parties Payable to previous management
carried on our books. We are continuing to attempt to locate invoices or other
documentation regarding those payables.
Nine Months Ended September 30, 2005 versus 2004
Operating expenses for the period increased to $235,003 in 2005
compared to $217,776 for the comparable period in 2004. As the company had no
cash resources, expenses were funded by issuance of common stock, by loans
subsequently settled by the issuance of our common stock, and by an increase in
the Related Party Payable account.
Plan of Operation
We currently have no cash or sources of cash to fund operations. We have
suspended our proposed activities in mineral exploration in the Republic of
Tajikistan because of our inability to secure funding, and are currently
exploring other business opportunities. Our ability to resume mineral
exploration, or to acquire or start another business, will likely depend upon
our success in raising capital through stock sales or some other means, of which
we cannot be certain.
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
There are various claims and lawsuits pending against the Company arising in the
normal course of the Company's business. Although the amount of liability at
September 30, 2003, cannot be ascertained, management is of the opinion that any
resulting liability will not materially affect the Company's financial position.
See Note 6 to the Interim Financial Statements.
Item 2 - Changes in Securities
None.
Item 3 - Defaults Upon Senior Securities
None.
-12-
Item 4 - Submission of Matters to a Vote of Security Holders
None.
Item 5 - Other Information
None.
Item 6 - Exhibits and Reports on Form 8-K
None.
The following exhibits are filed herewith:
Ex. 31 Certification of CEO / CFO
Ex. 32 Certification of CEO / CFO
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.
ANGLOTAJIK MINERALS INC.
November 23, 2005 /s/ Matthew Markin
------------------ -----------------------------------------
Dated President, Acting Chief Financial Officer
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