UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-28481
ANGLOTAJIK MINERALS INC.
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(Name of small business issuer in its charter)
NEVADA 86-0891931
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(State or jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
15760 Ventura Blvd., Suite 700, Encino, California (818) 325.3848
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Address and telephone number of principal executive offices
N/A
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Former issuer name, if changed from last report
Securities registered under Section 12(b) of the Exchange Act:
None.
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.001 per share
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[X] Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to the filing requirements for at least
the past 90 days.
[ ] Check if disclosure of delinquent filers pursuant 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.
Issuer's revenues for its most recent fiscal year: $0.
Issued and outstanding as of December 31, 2005: 51,820,458 shares common stock,
$0.001 par value
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PART I
ITEM 1. DESCRIPTION OF BUSINESS.
BACKGROUND OF THE COMPANY
Anglotajik Minerals, Inc. was originally incorporated August 1, 1997 in
Nevada as MexiMed Industries to develop and produce a non-reusable medical
syringe. We later abandoned that business, as we lacked sufficient capital
resources. In 1999 we changed our name to Digital Video Display Technology Corp.
and obtained a license to market a patented audio video jukebox technology in
Canada and in five U.S. states. However, disagreements arising out of
contractual relationships impeded the development of the business. In July of
2001 we changed our name to Iconet, Inc. in connection with a proposal to build
the jukeboxes and sell them back to the licensor of the technology, but owing to
changing technology and to disagreements among our board as to the future
direction the company should take, we eventually abandoned that business as
well.
In June of 2002 we resolved to investigate some possible opportunities in
mineral exploration. We optioned a property in Ontario, Canada, but after our
due diligence investigation we elected not to proceed and mutually rescinded the
agreement.
In June of 2003 our board appointed Mr. Matthew Markin as president and as
a director to replace Randy Miller. Mr. Miller also resigned as director, so
that Mr. Markin became the sole executive officer and director of the Company.
Mr. Miller's resignation was voluntary to pursue other interests, and not as a
result of any dispute with the Company.
In July of 2003, we adopted a plan of reorganization whereby our common
stock was reverse split by a ratio of 1-for-143. Shortly thereafter, we effected
a 2-for-1 forward split. (See "Changes in Securities" below.) For the reader's
convenience, references to stock transactions throughout this Annual Report are
expressed in terms of their post-split equivalents, unless we indicate otherwise
in the context.
BUSINESS OF THE COMPANY
We are currently pursuing what we perceive to be promising opportunities in
mineral exploration. Since mid-2003 we have been in negotiation with officials
of the Republic of Tajikistan to acquire interests in certain properties that
have known occurrences of valuable minerals, including gold, silver, tungsten,
aluminum, and perhaps others. We do not currently have a producing mine or
reserves of ore.
Tajikistan, in central Asia, was formerly part of the U.S.S.R., gaining its
independence in 1991. Tajikistan adopted a new constitution in 1994, which
restored the office of President, transformed the Soviet-era "Supreme Soviet"
into the Supreme Assembly, recognized civil liberties and property rights, and
provided for a judiciary. However, factionalism led to a five-year civil war,
which ended in a peace agreement in 1997 and a new republican government, with
executive and legislative branches and a judiciary, implemented in 2000.
Attention in the wake of the war in Afghanistan has brought increased economic
development assistance, which analysts believe could create jobs and increase
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stability in the long term. The country is seeking World Trade Organization
membership and has joined NATO's Partnership for Peace.
Tajikistan is known to have significant natural resources, including
hydropower, uranium, some petroleum, mercury, brown coal, lead, zinc, antimony,
tungsten, silver, and gold. The civil war (1992-1997) severely damaged the
already weak economic infrastructure and caused a sharp decline in industrial
and agricultural production. Since the war, however, economic growth has been
steady, with a rate of 5% for the year 2002 (estimated). A debt restructuring
agreement was reached with Russia in December 2002, which included an interest
rate of 4%, a 3-year grace period, and a US$49.8 million credit to the Central
Bank of Tajikistan. A number of foreign corporations are currently active in
Tajikistan in the exploration, development, and production stages.
We have been engaged in discussions with officials of the government of
Tajikistan regarding the acquisition of exploration rights to certain properties
where mineral deposits are known to exist. In March of 2004 we completed a
formal agreement with the Tajikistan Ministry of Industry granting us exclusive
mineral exploration and development rights in a 400 square kilometer area of
southeastern Tajikistan known as the Rushan Complex. See Item 2 - Description of
Property.
We have entered into key-employee contracts with two Tajik nationals who
will assist us in business development there, to include establishing and
managing our Tajikistan offices and corporate infrastructure, liaison with the
appropriate ministers and other federal and local governmental authorities,
translation, and various other functions which may be important or essential to
the establishment and continuation of our proposed exploration activities (see
"Employees" below). At an appropriate future date, we intend to either employ or
contract appropriate experts in the field of mineral exploration.
Subsequent to the period covered by this report, we employed Dr. Vladislav
Minaev as our Chief Geologist. We understand Dr. Minaev to be Tajikistan's
recognized leading authority on the Rushan Complex, as he was originally
involved in the Pamir Expedition's exploration of the property during 1971-77.
He continued to work on the property throughout the further exploration and
independent study performed by Kilborn Engineering in 1997-98. Dr. Minaev was
introduced to us and recommended by the Minister of Industry during Management's
most recent trip to Dushanbe.
We currently have no cash or sources of financing. Our President has
advanced funds to us for our business planning activities, but is under no
obligation to continue to do so. We are attempting to obtain equity financing in
the form of a private placement of our stock so that we can commence exploration
operations if and when we reach a satisfactory agreement with the government of
Tajikistan.
FACILITIES
We currently occupy office space provided to us at no cost by our
President, Matthew Markin. Mr. Markin is under no obligation to continue to
provide us free office space for any period of time in the future. Our offices
are located at 11400 West Olympic Boulevard Suite 200, Los Angeles, California
90064. Our telephone number is (310) 445-8819.
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We have opened an interim office in Dushanbe, Tajikistan, that will serve
as our local base for our operations in Tajikistan and provide working space for
our three employees there. Our president, Mr. Markin, has advanced the occupancy
costs through December 31, 2005.
EMPLOYEES
We currently have four employees, our sole executive officer, and our three
contract employees in Tajikistan. Once the office in Dushanbe is opened, we
expect to recruit two or three additional office staff. If and when we acquire
funding to proceed with exploration in the IKAR region, we expect to either hire
or contract additional staff for positions in the office and in the field.
However, we have not yet determined how many or what those positions will be.
RISK FACTORS
An investment in our securities involves certain risks, including those
enumerated below. You should consider the following specific risks before making
an investment in our securities.
EXPLORATION FOR ECONOMIC DEPOSITS OF MINERALS IS SPECULATIVE.
The business of mineral exploration is very speculative, since there is
generally no way to recover any of the funds expended on exploration unless the
existence of mineable reserves can be established and the Company can exploit
those reserves by either commencing mining operations, selling or leasing its
interest in the property, or entering into a joint venture with a larger
resource company that can further develop the property to the production stage.
We expect to expend considerable funds before we are able to determine whether
we have a commercially mineable ore body. Should we fail to find adequate
valuable minerals before our funds are exhausted, and if we cannot raise
additional capital, we will have to discontinue operations, which could make our
stock valueless.
WE MAY NOT BE ABLE TO CONTINUE IN BUSINESS.
Our independent auditor's report for the year ended December 31, 2005
expresses substantial doubt about our ability to continue as a going concern.
Inasmuch as we are in the exploration stage and do not know when, if ever, we
will generate revenues from operations, unless we raise additional capital or
obtain some other source of funding, we will have to discontinue operations
which could result in a loss on your investment.
OUR CURRENT MANAGEMENT LACKS EXPERIENCE IN THE BUSINESS OF MINERAL EXPLORATION.
Our Directors and Executive Officers lack significant experience or
technical training in exploring for precious mineral deposits and developing
mines. We intend to recruit management and advisory personnel who have such
experience, but until we do our management may not be fully aware of many of the
specific requirements related to working within this industry. Their decisions
and choices may not take into account standard engineering or managerial
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approaches such as mineral exploration companies commonly use. Thus, our
operations, earnings, and ultimate financial success could suffer irreparable
harm due to management's lack of experience in the industry.
OUR SOLE EXECUTIVE OFFICER AND DIRECTOR MAY NOT BE ABLE TO DEVOTE ADEQUATE TIME
TO OUR BUSINESS.
Our sole executive officer, Matthew Markin, is engaged and may continue to
engage in other business activities that may make demands on his working hours
that are in conflict with our needs. We cannot be certain that any such
conflicts will be resolved in our favor. It is possible that such conflicts
could prove detrimental to our business.
WE EXPECT TO ISSUE ADDITIONAL COMMON SHARES IN THE FUTURE WHICH WOULD DILUTE THE
OUTSTANDING SHARES.
As of December 31, 2005, approximately 281,881,035 shares of our common
stock were authorized but unissued including 699,301 reserved for the possible
exercise of options. These shares may be issued in the future without
stockholder approval. The prices at which we sell these securities and other
terms and provisions will depend on prevailing market conditions and other
factors in effect at that time, all of which are beyond our control. Shares may
be issued at prices which are less than the then-current market price of our
common stock.
WE HAVE NO MINING OPERATIONS, AND DO NOT KNOW IF WE WILL EVER REACH THE
DEVELOPMENT STAGE.
We currently have no revenues from operations, no mining operations, and no
reserves. We may never reach the development stage, and if we do investors in
our shares will face additional risks, hazards and uncertainties, including gold
bullion losses, environmental hazards, industrial accidents, labor disputes,
unusual or unexpected geological formations or other geological or grade
problems, unanticipated ground or water conditions, cave-ins, pit wall failures,
flooding, rock falls, periodic interruptions due to inclement or hazardous
weather conditions, other unfavorable operating conditions and other acts of
God. Such risks could result in damage to or destruction of mineral properties
or costs that make further activities prohibitively expensive.
WE MAY BE SUBJECT TO EXTRAORDINARY BUSINESS RISKS RELATED TO CONDUCTING BUSINESS
OPERATIONS IN A DEVELOPING COUNTRY.
We propose to explore for valuable minerals in Tajikistan, a
newly-independent country that was part of the Former Soviet Union. We may face
additional risks and uncertainties there such as political instability, currency
exchange losses, inadequate infrastructure, security issues, cultural conflicts,
civil strife, government policy changes, and others. We intend to insure against
such risks to the extent practical; however, we may experience interruptions in
our activities, financial losses, or even cessation of our activities there as a
result of such risks.
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FORWARD LOOKING STATEMENTS
This Current Report contains "forward-looking statements." Forward-looking
statements involve known and unknown risks and uncertainties that may cause the
company's actual results in future periods to differ materially from forecasted
results. These may include statements contained under "Risk Factors,"
"Management's Discussion and Analysis" and "Business." The following statements
are or may constitute forward-looking statements:
o statements before, after or including the words "may," "could,"
"should," "believe," "expect," "future," "potential," "anticipate,"
intend," "plan," estimate" or "continue" or the negative or other
variations of these words; and
o other statements about matters that are not historical facts.
We may be unable to achieve future results covered by the forward-looking
statements. The statements are subject to risks, uncertainties and other factors
that could cause actual results to differ materially from the future results
that the statements express or imply. Please do not put undue reliance on these
forward-looking statements, which speak only as of the date of this Current
Report. In particular, as an exploration stage company our future is highly
uncertain.
ITEM 2. DESCRIPTION OF PROPERTY.
Our agreement with the government of the Republic of Tajikistan grants us
exclusive rights to explore, and if warranted to develop, sites of our choosing
within a 400 square kilometer area of southeastern Tajikistan known as the
Rushan Complex. A great deal has been reported about the geology and
mineralization of the region during a period of extensive exploration under the
former Soviet regime from 1970 through 1977. After studying the available
literature, including the comprehensive 1978 technical report of the "Pamir
Expedition", and an independent study in 1997-98 by Kilborn Engineering of
Alberta, we have elected to conduct further exploration in the mineralized zone
known as the IKAR Deposit.
The Pamir Expedition identified 10 "mineralized zones" in the IKAR Deposit,
of which six have been designated "ore bodies." To facilitate identification,
and because we have not evaluated the sites to determine the existence of
recoverable ores according to Western industry standards, we will use the term
"mineralized units" when referring to the structures the Soviet report
identifies as "ore bodies."
Subsequent to the period covered by this report, we elected to commence our
exploration activities in Tajikistan in the Ikar Deposit. The Soviet exploration
documents indicate this tungsten/gold deposit as having, on the surface, 8
mineralized segments which have been identified along a trend extending for
approximately 1km. Trenches 1m wide by 1m deep totaling 2183 meters, have been
excavated and sampled across mineralization which varies in width from 0.6 to
3.9 meters. An Adit (i.e., and underground passage), excavated at an elevation
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level of 2770 meters is documented to be 2354 meters (2.35 Kilometers / 1.46
miles) deep consisting of 2m wide by 3m high drifts and crosscuts (horizontal
tunnels cut to gain access to the vein), some 160-340 meters beneath the surface
exposures. During this Soviet exploration period, diamond drilling was completed
from surface (5 holes totaling 1515 meters) and underground (17 horizontal holes
totaling 2737 meters and 12 holes angled down totaling 2978 meters) in all
totaling 7230 meters (7.23 kilometers / 4.493 miles).
The Soviet compilation of these exploration results indicate average grades
of various mineralized units that range from 2 - 9 gms/tonne gold, 2-9 gms/tonne
silver, 0.1 - 0.8% tungsten oxide, 0.1 - 0.4% copper and 0.05 - 0.4% cobalt.
These results were broadly confirmed by Kilborn Engineering, an independent,
internationally recognized North American mining and engineering corporation
based in Alberta, Canada, subject to certain qualifications on sample sizes and
exact locations. Soviet Exploration grades reported within the silver deposit
indicate mineralization ranging between several grams silver per tonne and
22,790 grams silver, per tonne. These were identified in fault and fracture
controlled quartz veins across widths varying between 0.5 to 1.5 meters. Many
veins and structures are listed within the 1978 Soviet exploration documents,
but maps and section identifications have not yet been made available. Current
evaluations regarding procedures to clarify and confirm these measurements to
western metal measurement standards are being addressed.
We have engaged Arctex Engineering Services to consult with us on the
development of an exploration plan for the IKAR Deposit and possibly other
properties.
Under the terms of our agreement with the Tajikistan Ministry of Industry
(the "Ministry") we are to submit an exploration plan and budget for each site
we propose to explore. At that time the Ministry and we will discuss and arrive
at an agreement as to royalty or other compensation arrangements in the event
the results of exploration warrant development of the property.
Although specifics of our proposed exploration plan remain to be
determined, in general we intend to follow the recommendations for exploration
of the IKAR Deposit contained in the Kilborn Engineering 1998-99 Report. Work
will be done to clean up all the overburden, reinforce and clean the original
Adit and commence a drilling program, which would be similar to the original
drilling program completed by the Pamir Expedition during it's exploration
program of 1971-77. The property will be drilled out according to the original
drill program and the new core will be split and samples will be assayed under
extreme security and stringent western assay principals. These assays would be
performed in countries outside of Tajikistan including Germany and Canada.
ITEM 3. LEGAL PROCEEDINGS.
Merrill Lynch Canada Inc. ("Merrill Lynch") filed suit against the Company
on June 26, 2001, seeking damages in connection with an alleged dispute related
to the sale of restricted shares of the Company's common stock to Merrill Lynch
by a non-affiliate stockholder. The case is captioned "Merrill Lynch vs.
Digitial Video Display Technology, and others" and is identified as Action No.
-6-
S-004012 in the Vancouver Law Court, Supreme Court of British Columbia. The case
is in its very early stages, and our legal counsel has not yet formed an opinion
as to the merits of the suit or the likely outcome.
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.
We are not aware of any other current or threatened legal proceedings
disclosable under this item.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to a vote of security holders during the
period.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
We have one class of equity security designated as common stock, $.001 par
value, of which on March 31,2005 51,820,458 shares were outstanding among 68
shareholders of record plus an unknown number of street name holders. Our common
stock is quoted on the Over-the-Counter Bulletin Board ("OTC-BB") using the
symbol "AJKM.OB".
Following is a chart of the approximate high and low bid prices for our
shares during the indicated periods. The quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not represent actual
transactions.
Quarter Ended High Bid Low Bid
-------------------- -------- -------
March 31, 2004 $0.40 $0.25
June 30, 2004 $0.44 $0.08
September 30, 2004 $0.11 $0.04
December 31, 2004 $0.07 $0.02
March 31, 2005 $0.02 $0.01
June 30, 2005 $0.02 $0.01
September 30, 2005 $0.01 $0.01
December 31, 2005 $0.01 $0.01
We have outstanding an option to purchase 699,301 common shares at $.21 per
share until July 2011.
On August 1, 2003 we issued to 19 individuals a total of 16,999,984
restricted shares in settlement of principal and interest due on cash loans made
to the company in 2001. In accordance with an opinion of counsel, the shares
were deemed issued as of the dates of the original loans. Accordingly, the
shares may currently be eligible for resale pursuant to Rule 144(k) under the
Securities Act of 1933, as amended. To our knowledge, each of the 19 individuals
exercises sole voting and dispositive control over his or her shares, and there
is no voting agreement or other arrangement respecting the stock between or
among any of the individuals.
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We have paid no dividends to date. The Board of Directors has the authority
to declare and pay dividends from available Company funds.
The transfer agent and registrar for our common stock is Pacwest Transfer
LLC, of Warrenton, Virginia.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Plan of Operation
We are in the exploration stage and have no revenues from operations, nor
do we expect revenues for the foreseeable future. To date, we have funded our
various business activities through advances from officers and stockholders and
through the issuance of equity stock. Our officers are under no obligation to
continue to provide advances to the us.
We have no cash or cash equivalent resources, no lines of credit, nor any
other source of funds. We are negotiating with various commercial funding
sources in Europe to raise approximately %5,000,000 to fund our exploration
operations, although we have not yet received any commitments from any source
for any amount of funding. We will not be able to begin a meaningful exploration
program unless and until we acquire funding.
If we are able to obtain financing, we expect to spend approximately
$2,000,000 on exploration of the IKAR Deposit property before making a
determination whether or not to proceed with development. Whether we conduct any
other exploration activities will depend upon the amount of financing, if any,
we are able to obtain.
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."
If we sell equity stock to raise capital, our current stockholders will
experience substantial dilution of their shareholdings.
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.
December 31, 2005 versus 2004
Operating expenses for the period decreased to $331,088 in 2005 compared to
$413,191 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.
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ITEM 7. FINANCIAL STATEMENTS.
ANGLOTAJIK MINERALS, INC.
FINANCIAL STATEMENTS
December 31, 2005 and 2004
C O N T E N T S
Independent Auditor's Report..................................3
Balance Sheets................................................4
Statements of Operations......................................5
Statements of Stockholders' Equity............................6
Statements of Cash Flows......................................9
Notes to the Financial Statements............................11
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INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders of
Anglotajik Minerals, Inc.
We have audited the accompanying balance sheets of Anglotajik Minerals, Inc. as
of December 31, 2005 and 2004 and the related statements of operations,
stockholders' equity and comprehensive income and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits 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 provide 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 Anglotajik Minerals, Inc. as of
December 31, 2005 and 2004 and the results of its operations and cash flows for
the years then ended in conformity with standards of the Public Company
Accounting Oversight Board (United States).
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1, the Company's
operating loss and lack of working capital raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to those
matters are also described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Chisholm, Bierwolf & Nilson, LLC
Bountiful, Utah
March 24, 2006
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Anglotajik Minerals, Inc.
(A Company in the Exploration Stage)
Balance Sheets
December 31, December 31,
ASSETS 2005 2004
--------------- --------------
Current Assets
Cash $ - $ 72
--------------- --------------
Total Current Assets - 72
--------------- --------------
Total Assets $ - $ 72
=============== ==============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Bank Overdraft $ 8 $ 28,343
Accounts Payable 356,477 356,477
Accrued Expenses 381,711 560,116
Interest Payable 9,795 7,243
Note Payable - Current 28,343 -
Note Payable - Related Party 450,465 494,320
--------------- --------------
Total Current and Total Liabilities 1,226,799 1,446,499
--------------- --------------
Stockholders' Deficit
Common Stock, $.001 Par Value, 300,000,000 Shares
Authorized; 51,820,458 Shares Issued and
Outstanding at December 31, 2005 and 2004 51,820 19,120
Additional Paid-In Capital 4,639,080 4,121,063
Deficit Accumulated During the Development (5,917,698) (5,586,610)
--------------- ---------------
Total Stockholders' Equity (1,226,798) (1,446,427)
--------------- ---------------
Total Liabilities and Stockholders' Equity $ - $ 72
=============== ==============
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 For the Years Ended
Exploration Stage --------------------------------
December 31, December 31, December 31,
2005 2005 2004
------------------- --------------- ----------------
Revenue
Operating Costs and Expenses
Operating and
administrative expenses $ 5,760,084 $ 328,536 $ 410,639
Depreciation expense 5,562 - -
Amortization expense 16,500 - -
-------------- -------------- --------------
Total operating costs and
expenses 5,782,146 328,536 410,639
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
(167,727) (2,552) (2,551)
Net loss before income taxes (5,917,698) (331,088) (413,190)
Provision for income taxes - - -
Net loss $ (5,917,698) $ (331,088) $ (413,190)
============== ============== ==============
Loss per common share - basic $ $ (0.01) $ (0.02)
============== ============== ==============
Weighted average common shares -
basic 51,820,458 19,120,458
============== ============== ==============
The accompanying notes are an integral part of these financial statements.
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Anglotajik Minerals, Inc.
Statements of Stockholders' Equity
From December 31, 1998 through December 31, 2005
Accumulated
Common Stock Additional Deficit During
------------------------------------------ Deferred Paid In Exploration
Shares Amount Subscribed Compensation Capital Stage
------------ ----------- --------------- ------------ -------------- ---------------
Issuance of shares to
Company's officers and directors
for cash in August 1997 1,469 $ 2 - $ - $ 9,999 $ -
Net loss for the year ended
December 31, 1997 - - - - - (998)
------------ ----------- --------------- ------------ -------------- ---------------
Balance December 31, 1997 1,469 2 - - 9,999 (998)
Shares issued for cash at
$135.81 per share less
$5,365 issuance cost 1,469 1 - - 194,634 -
Shares issued for distribution
rights at $136.05 per share 147 - - - 20,000 -
Net loss for the year ended
December 31, 1998 - - - - - (34,513)
------------ ----------- --------------- ------------ -------------- ---------------
Balance December 31, 1998 3,084 3 - - 224,633 (35,511)
Cancellation of shares (1,615) 2 - - (19,998) -
Shares issued for patent
rights at $142.86 per share 140 - - - 20,000 -
Shares issued for services
at $147.06 per share 17 - - - 2,500 -
Net loss for the year ended
December 31, 1999 - - - - - (806,793)
------------ ----------- --------------- ------------ -------------- ---------------
Balance, December 31, 1999 1,626 1 - - 227,135 (842,304)
Shares issued for services
at $14,920.60 per share 5 - - - 74,603 -
Cancellation of shares for
patent rights (140) - - - (20,000) -
Shares issued for services
at $10,500.00 per share 7 - - - 73,500 -
Net loss for the year ended
December 31, 2000 - - - - - (1,305,397)
------------ ----------- --------------- ------------ -------------- ---------------
Balance, December 31, 2000 1,498 1 - - 355,238 (2,147,701)
The accompanying notes are an integral part of these financial statements.
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Anglotajik Minerals, Inc.
Statements of Stockholders' Equity
From December 31, 1998 through December 31, 2005
Accumulated
Common Stock Additional Deficit During
------------------------------------------ Deferred Paid In Exploration
Shares Amount Subscribed Compensation Capital Stage
------------ ----------- --------------- ------------ -------------- ---------------
Shares issued to retire
accounts payable at $100.10
per share 2,098 $ 2 - $ - $ 209,998 $ -
Shares issued to retire
accounts payable for $1.52
per share 419,580 420 - - 637,505 -
Shares issued for services
at $46.48 per share 13,986 14 - - 649,986 -
Deferred compensation for
issuance of 13,986 options - - - (400,000) 400,000 -
Deferred compensation expense - - - 20,000 - -
Net loss for the year ended
December 31, 2001 - - - - - (867,521)
------------ ----------- --------------- ------------ -------------- ---------------
Balance, December 31, 2001 437,162 437 - (380,000) 2,252,727 (3,015,222)
Shares issued for services
at $3.58 per share 20,979 21 - 74,979 - -
Shares issued for mining
rights at $3.58 per share 27,972 28 - 99,972 - -
Shares issued for cash
at $17.88 per share 13,986 14 - 249,986 - -
Shares issued for services
at $11.44 per share 27,972 28 - 319,972 - -
Shares issued for mining
rights at $3.58 per share 111,888 112 - 399,888 - -
Shares issued for services at
$11.44 per share 27,972 28 - 319,972 - -
Share subscribed to relieve
liabilities and services
at $1.00 per share - - 88,000 - - -
The accompanying notes are an integral part of these financial statements.
-14-
Anglotajik Minerals, Inc.
Statements of Stockholders' Equity
From December 31, 1998 through December 31, 2005
Accumulated
Common Stock Additional Deficit During
------------------------------------------ Deferred Paid In Exploration
Shares Amount Subscribed Compensation Capital Stage
------------ ----------- --------------- ------------ -------------- ---------------
Deferred compensation cost - $ - - $ 100,000 $ - $ -
Net loss for the year ended
December 31, 2002 - - - - - (772,010)
------------ ----------- --------------- ------------ -------------- ---------------
Balance, December 31, 2002 667,932 668 88,000 (280,000) 3,717,496 (3,787,232)
Shares issued to relieve
common stock subscribed 7,692 8 (88,000) - 87,992 -
Cancellation of shares for
mining rights (139,860) (140) - - (499,860) -
Shares issued for relief of
accrued expenses at $4.83
per share 2,797 3 - - 13,497 -
Shares issued to relieve
payables at $7.15 per share 13,986 14 - - 99,986 -
Shares issued to an officer
to relieve officer advances
at $0.35 per share 286,713 286 - - 99,714 -
Shares issued to an officer
for services at $0.36 per share 279,721 280 - - 99,720 -
Shares issued to relieve
interest payables at $0.009
per share 16,999,984 17,000 - - 133,519 -
Shares issued for services
at $0.37 per share 1,000,000 1,000 - - 369,000 -
Rounding due to 1:43 reverse
split and a 2:1 forward split 1,493 1 - - - -
Deferred compensation cost - - - 280,000 - -
Net loss for the year ended
December 31, 2003 - - - - - (1,386,188)
------------ ----------- --------------- ------------ -------------- ---------------
Balance, December 31, 2003 19,120,458 19,120 - - 4,121,063 (5,173,420)
The accompanying notes are an integral part of these financial statements.
-15-
Anglotajik Minerals, Inc.
Statements of Stockholders' Equity
From December 31, 1998 through December 31, 2005
Accumulated
Common Stock Additional Deficit During
------------------------------------------ Deferred Paid In Exploration
Shares Amount Subscribed Compensation Capital Stage
------------ ----------- --------------- ------------ -------------- ---------------
Net loss for the year ended
December 31, 2004 - $ - - $ - $ - $ (413,190)
------------ ----------- --------------- ------------ -------------- ---------------
Balance, December 31, 2004 19,120,458 19,120 - - 4,121,063 (5,586,610)
Shares issued for services
at $0.009 per share 3,916,434 3,916 - - 30,369 -
Shares issued for services
at $0.009 per share 3,916,434 3,916 - - 31,320 -
Shares issued to an officer
to relieve officer advances,
and services at $0.017 per
share 24,867,132 24,867 - - 456,328 -
Net loss for the year ended
December 31, 2005 - - - - - (332,479)
------------ ----------- --------------- ------------ -------------- ---------------
Balance, December 31, 2005 51,820,458 51,820 - - 4,639,080 (5,919,089)
The accompanying notes are an integral part of these financial statements.
-16-
Anglotajik Minerals, Inc.
(A Company in the Exploration Stage)
Statements of Cash Flows
Cumulative
During the For the Years Ended
Exploration Stage -----------------------------
December 31, December 31, December 31,
2005 2005 2004
------------------ -------------- -------------
Cash Flows from Operating Activities
Net loss $ (5,917,698) $ (331,088) $ (413,190)
Adjustment to reconcile net loss to
net cash used in operating activities:
Amortization and depreciation
expense 22,062 - -
Deferred compensation expense 400,000 - -
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 - (3,629)
Increase (decrease) in related
party payable 553,565 - -
Increase (decrease) in wages
payable 357,192 (109,772) 252,000
Increase in interest payable 168,053 2,552 2,551
Increase in accrued expense 95,705 (79,462) 124,961
Expenses paid by issuance of
common stock subscribed 45,000 - -
Expenses paid by issuance of
common stock 1,158,078 32,700 -
------------------ -------------- -------------
Net Cash used in operating (1,842,681) (485,070) 37,307
activities
------------------ -------------- -------------
Cash Flow from Investing Activities
Deposits paid (14,925) - -
Purchase of fixed assets (65,203) - -
------------------ -------------- -------------
Net cash used in investing (80,128) - -
activities
------------------ -------------- -------------
Cash Flow from Financing Activities
-----------------------------------
Proceeds received from issuance of
stock 1,523,369 518,017 -
Proceeds received from officer
advances 89,862 (33,027) 36,785
Proceeds from bank overdraft 30,591 8 -
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 2,476,358 484,998 36,785
activities
------------------ -------------- -------------
The accompanying notes are an integral part of these financial statements.
-17-
Anglotajik Minerals, Inc.
(A Company in the Exploration Stage)
Statements of Cash Flows
Cumulative
During the For the Years Ended
Exploration Stage -----------------------------
December 31, December 31, December 31,
2005 2005 2004
------------------ -------------- -------------
Net increase in cash 553,549 (72) (522)
Cash and cash equivalents at
(Inception) December 31, 2005 and 2004 - 72 594
Cash and cash equivalents at December
31, 2005 and 2004 $ 553,549 $ - $ 72
================== ============== =============
During the years ended December 31, 2005 and 2004, 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
July2003 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.
-18-
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 statements 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 December 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 $5.1 million that can be offset against future
taxable income. These NOL carryforwards begin to expire in the year 2018. 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.
-19-
The deferred tax asset and the valuation account is as follows at December
31, 2005 and 2004:
December 31,
----------------------------------
2005 2004
---------------- ----------------
Deferred tax asset:
Deferred noncurrent tax asset $ 2,012,017 $ 1,899,447
Valuation allowance (2,012,017) (1,899,447)
---------------- ----------------
Total - -
================ ================
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 management's 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, 2004 and 2003, 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.
-20-
December 31,
--------------------------------
2005 2004
---------------- --------------
Basic Earnings Per Share $ (331,088) $ (413,190)
Income (Loss) (numerator) 51,820,458 19,120,458
---------------- --------------
Shares (denominator) $ (.01) $ (.02)
================ ==============
Fully Diluted Earnings Per Share $ (331,088) $ (413,190)
Income (Loss) (numerator) 51,417,512 19,819,759
---------------- --------------
Shares (denominator) $ (.01) $ (.02)
================ ==============
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 December 2004, the FASB issued SFAS No. 153, Amendment of APB Opinion
No. 29, Accounting for Nonmonetary Transactions, which is based on the
principle that exchanges of nonmonetary assets should be measured based on
the fair value of the assets exchanged. SFAS No. 153 is effective for
nonmonetary exchanges occurring in fiscal periods beginning after June 15,
2005. This adoption of SFAS No. 153 will not have any impact on the
Company's financial statements. In December 2004, the FASB issued SFAS No.
123 (Revised), Accounting for Stock-Based Compensation, which establishes
standards for the accounting for transactions in which an entity exchanges
its equity instruments for goods or services. It also addresses
transactions in which an entity incurs liabilities in exchange for goods or
services that are based on the fair value of the entity's equity
instruments or that may be settled by the issuance of those equity
-21-
instruments. This Statement focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based
payment transactions. This adoption of SFAS No. 123 (revised) did not have
any impact on the Company's 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 year ended December 31, 2003. 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 years ended December 31, 2004 and 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:
December 31,
2005 2004
-------------- -------------
Net loss:
As reported $ 331,088 $ 413,190
Pro forma $ 331,088 $ 415,504
Loss per share:
As reported $ .02 $ .02
Pro forma $ .02 $ .02
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
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.
-22-
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, 2005, and 2004, the Company charged $0
and $38,285, respectively, to consulting expense 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, 2005, and 2004. The Company's president has an accrued wages balance of
$279,328 at December 31, 2005.
The President of Anglotajik Minerals, Inc. advanced the Company funds to
pay expenses. The reimbursed funds advanced totaled $10,828 at December 31,
2005.
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 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.
-23-
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, 2005, 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 December 31, 2005 is $28,343. Related interest of $9,795
has also been accrued by the Company.
-24-
PART III
Item 8 -
Item 9 - Management's Discussion and Analysis or Plan of Operation
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES.
On February 13, 2004 the board of directors of Anglotajik Minerals, Inc.
appointed the firm of Chisholm, Bierwolf and Nilson of Salt Lake City, Utah to
be the company's certifying accountants for the fiscal year ending December 31,
2003.
Our former auditors, Mark Bailey and Co, notified us in a letter dated
November 14, 2003 that as of December 1, 2003 they will cease to perform audits
for Exchange Act reporting issuers such as us, and accordingly will resign as
auditor for Anglotajik Minerals, Inc. as of that date. Mark Bailey and Co. has
served as our independent auditor since 1999.
On April 7, 2004 we filed with the SEC an amended Current Report of Form
8-K disclosing information about the change of auditing firms. A statement by
Mark Bailey and Co. was included as Exhibit 16 to that amended Current Report.
The information disclosed under Item 4 of that amended Current Report as well as
the entire Exhibit 16 thereto are incorporated by reference into this Annual
Report.
Item 8A. CONTROLS AND PROCEDURES.
Our Chief Executive Officer, who also serves as Acting Chief Financial
Officer (the "Certifying Officer") is responsible for establishing and
maintaining disclosure controls and procedures for the Company. The Certifying
Officer has designed such disclosure controls and procedures to ensure that
material information is made known to him, particularly during the period in
which this report was prepared. The Certifying Officer has evaluated the
effectiveness of the Company's disclosure controls and procedures as of the date
of this report and believes that the disclosure controls and procedures are
effective based on the required evaluation.
There have been no significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of their evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
-25-
Item 8B. Other Information
There were no events reportable under this item.
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
The following are our director, executive officer and key personnel.
================================================================================
NAME AGE POSITION(S) SERVICE BEGAN
--------------------------------------------------------------------------------
Matthew Markin President, CEO, CFO June 2003
Director
George Al-Zein Executive Director in Tajikistan October 2003
Gulia Muradova Public Relations Officer October 2003
Vladislav Minaev Chief Geologist February 2003
================================================================================
MATTHEW MARKIN is currently our sole executive officer and director. He
holds graduate degrees in science from Capilano College and the University of
British Columbia, both in Vancouver. Since 1999 Mr Markin has served as
president of The Markin Group of Companies in Los Angeles, California,
consultants to large and small businesses in the areas of strategic planning,
business development, capital formation, mergers and acquisitions, and related
matters. From 1992 to 1999 he served as vice president of Canyon Financial
Group, and investment banking firm. Previously, he founded and operated a
successful real estate development company specializing in commercial and
apartment buildings. Mr. Markin currently devotes about 90% of working hours to
our affairs.
We know of no existing agreements or arrangements which might result in a
change of control.
-26-
Key Personnel
GEORGE AL-ZEIN is Executive Director of Operations in the Republic of
Tajikistan. Mr. Al-Zein has an extensive background consulting in international
business operations and government liaison, including such activities in
Tajikistan. He will oversee the Company's operations in Tajikistan and serve as
our liaison with the various ministries of the federal government and local
authorities.
GULIA MURADOVA is Public Relations Officer for the Company. She is an
internationally registered translator, regularly serving in that capacity for
international conferences. Ms. Muradova was the official translator for the
President of Tajkistan during a recent conference in Dushanbe, and has been
working with the Asian Development Bank offices in Dushanbe.
DR. VLADISLAV MINAEV is our Chief Geologist (effective subsequently to the
period covered by this report). Dr. Minaev is a 1960 Gold Medal graduate of the
Leningrad Mining Institute (now the St. Petersburg State Mining Institute) Since
1969 Dr. Minaev has served as Scientific Worker, Senior investigator, Scientific
secretary, and Leading Scientific Worker in the Institute of Geology (IG) of
Academy of Sciences, Republik of Tajikistan (Dushanbe, Tajikistan), including
1998-1999 field work as geologist-consultant in "Alpproject" (Kumtor Gold Co.,
Kyrgyz-Canada Joint venture), and as consultant in 2000 to Berne University for
Pamir's mineral resources and natural hazards (for economy planning). Dr. Minaev
has been published in approximately 95 journals and publications.
Compliance with Section 16(a) of the Exchange Act.
To our knowledge, no beneficial owner of our securities who is required to
file reports under Section 16(a) of the Securities Exchange Act of 1934, as
amended, has failed to file any such report as of the date of filing this Annual
Report.
Audit Committee Financial Expert and Code of Ethics
During the fiscal year ended December 31, 2003 we underwent a management
reorganization. Currently, our President, Matthew Markin, serves as Chief
Executive Officer, Chief Financial Officer, principal accounting officer, and
Chairman of the Audit Committee. We have not appointed an independent director
to serve on the Audit Committee who is a "financial expert" as defined by
Section 407 of the Sarbanes-Oxley Act of 2002 and implementing rules promulgated
by the SEC, but expect to do so before the end of our fiscal year ended December
31, 2006. We have not yet adopted a code of ethics pursuant to Section 496 of
the Sarbane-Oxley Act, but expect to do so during the current fiscal year.
-27-
Item 10. Executive Compensation
The following table sets forth a summary of compensation received by each
of our officers and directors who received compensation from the Company during
either of our most recent fiscal years.
==============================================================================================
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------ -------------
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) ALL OTHER($) OPTIONS (#)
------------------------------ ----------- ------------ ---------- ------------ -------------
2005 277,000(1) 0 0 0
Matthew Markin ----------- ------------ ---------- ------------ -------------
President, CEO 2004 120,000(1) 0 0 0
----------- ------------ ---------- ------------ -------------
2003 120,000(1) 0 100,000(2) 699,301(3)
------------------------------ ----------- ------------ ---------- ------------ -------------
Randy Miller 2003 68,100(4) 0 0 0
President, CEO
----------------------------------------------------------------------------------------------
(1) Per the Company's employment contract with the President. 100% deferred.
(2) Sign-on bonus paid in 279,720 shares of common stock valued at $.3575 per share
(3) Exercisable at $.21 per share through July 2011.
(4) Paid in shares of Company stock.
==============================================================================================
No funds were set aside or accrued by the Company during fiscal year 2003
or 2002 to provide pension, retirement or similar benefits for directors or
executive officers.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The following are all of the individuals or groups known to us to be the
beneficial owner of more than five percent of any class of our equity
securities, and each officer and director who is the beneficial owner of equity
securities.
-28-
============================================================================================================
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
TITLE OF CLASS BENEFICIAL OWNER POSITION OWNERSHIP OF CLASS
------------------------------------------------------------------------------------------------------------
Common Stock Matthew Markin President, Chief Executive 1,265,735(1) 6.4%
$.001 par value 15760 Ventura Blvd. Officer, Acting Chief (direct)
Suite 700 Financial Officer, Director
Encino, CA 91436
Common Stock Randy Miller 1,006,994(2) 5.4%
$.001 par value 8 Gaucho Drive (direct)
Rolling Hills Estates
CA 90274
Common Stock Weir & Foulds LLP 1,000,000(3) 5.0%
$.001 par value c/o Wayne Egan (direct)
Barrister & Solicitor
130 King St. West Ste 1600
Toronto, ON M5X 1J5 CANADA
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Common Stock Officers and Directors 1,265,735 6.4%
$.001 par value as a Group
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(1) Ownership includes options to purchase 699,301 shares at $.21 through July
2011.
(2) Ownership includes options to purchase 1,000,000 restricted shares at $.10
per share through September 15, 2006. Mr. Miller is a former executive
officer and director of the Company.
(3) Issued in payment for legal services to us in connection with our
exploration operations in Tajikistan.
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ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
During the years ended December 31, 2003, and 2002, we received legal and
consulting services from a director and stockholder. We charged $37,500 in 2003
and $276,084 in 2002 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 $481,065 at December 31, 2003, and 2002, respectively.
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Our former President, Randy Miller, 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 Mr. Miller.
In May 2003 the Company issued 13,986 shares of its common stock to Mr.
Miller 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.
In July 2003 the Company issued to the President an option to purchase
699,301 shares of common stock at $0.21 per share. 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 were accrued during the year.
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 year ended December 31, 2004 we charged $38,285 to consulting
expense for management services rendered by our President.
ITEM 13. EXHIBITS AND REOPRTS ON FORM 8-K.
Exhibits
Ex. No. Description
------- -----------
31.1 Certification of CEO / CFO
32.1 Certification of CEO / CFO
-------
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ITEM 14 -- PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Our principal accounting firm was Chisholm, Bierwolf & Nilson, LLC for the
fiscal years ended December 31, 2005 and 2004. We paid fees to our accountants
as indicated in the following table:
Year ended December 31,
2005 2004
------------ --------------
Audit and Quarterly Review Fees $ 14,090 $ 12,726
Audit-related Fees 0 0
Tax Fees 0 0
All Other Fees 0 0
============ ==============
Total Fees $ 14,090 $ 12,726
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ANGLOTAJIK MINERALS INC.
Dated: April 20, 2006 /s/ Matthew Markin
----------------------------------
President, Chief Executive Officer
In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Matthew Markin President, Chief Executive April 20, 2006
----------------------- Officer, Acting Chief
Financial Officer, Secretary,
Principal Accounting Officer,
Sole Director
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