NIN 95/19 - Form 61 - Quarterly Report [NIN - Rescinded]

Published Date:	1995-04-21
Effective Date:	1995-04-20

A revised Form 61 - Quarterly Report is published in the Weekly Summary for the week ending April 21, l995. This Notice provides background to, and specifies, the revised form.

Staffs ongoing review of quarterly reports filed by exchange issuers has revealed a number of recurring deficiencies in the quality and scope of disclosure provided to the public. The purpose of this Notice is to flag those deficiencies and to discuss the revisions made to Form 61 to specifically highlight the areas where enhanced disclosure is required.

The quarterly report and, specifically, managements discussion of the issuers operations under Schedule C of the report, has frequently not provided the level of meaningful disclosure expected by the investing public. In particular, many exchange issuers have filed quarterly reports in which they do not:

· state the aggregate amount of expenditures made to parties not at arms length from the issuer during the quarter,

· provide a discussion of material expenditures that have been made during the quarter,

· reconcile the previously disclosed intended use of proceeds with the actual use of proceeds, and

· provide any meaningful discussion of investor relation activities that have been undertaken by or on behalf of the issuer during the quarter.

Staff is of the view that these are all disclosure topics important to investors, particularly in the case of venture companies.

Staff have, in the past, issued deficiency letters requesting that quarterly reports be revised to incorporate meaningful discussions of issuers operations during the period. In several instances, the disclosure provided in quarterly reports has been so deficient as to warrant the issuance of a cease trade order. Exchange issuers are reminded of the need to provide meaningful management discussion in quarterly reports and are expected, in particular, to include discussion of the items noted above.

Schedule C of Form 61 has been revised to specifically refer to material expenditures, use of proceeds reconciliation and investor relations activities. The changes have been blacklined in the revised Form 61.

Effective for all quarterly reports filed after July 31, l995, the Superintendent specifies, pursuant to section 158 of the Securities Act, the revised Form 61 as the required form of quarterly report to be filed by exchange issuers under section 145 of the Regulation. The specification of the prior quarterly report, set out in NIN#89/5, is revoked for all quarterly reports filed after July 31, l995.

Staff will continue reviewing quarterly reports and will consider the issuance of cease trade orders in circumstances where there is inadequate disclosure provided in the report. Issuers who require guidance in the preparation of their quarterly reports are encouraged to contact the Corporate Finance Division of the Commission.

DATED at Vancouver, British Columbia, on April 20, 1995.

Dean E. Holley
Superintendent of Brokers

Reference: NIN#89/5


FORM 61

QUARTERLY REPORT

INSTRUCTIONS

This report is to be filed by Exchange Issuers within 60 days of the end of their first, second and third fiscal quarters and within 140 days of the end of their fourth fiscal quarter. Three schedules (typed) are to be attached to this report as follows:

SCHEDULE A: FINANCIAL INFORMATION

Financial information prepared in accordance with generally accepted accounting principles for the fiscal year-to-date, with comparative information for the corresponding period of the preceding fiscal year. This financial information should consist of the following:

For the first, second and third fiscal quarters:
An interim financial report presented in accordance with Section 1750 of the C.I.C.A. Handbook. This should include a summary income statement (or a statement of deferred costs) and a statement of changes in financial position. A summary balance sheet is also to be provided.

For the fourth fiscal quarter (year end):
Annual audited financial statements.

SCHEDULE B: SUPPLEMENTARY INFORMATION

The supplementary information set out below is to be provided when not included in Schedule A.

I. For the current fiscal year-to-date:
Breakdown, by major category, of those expenditures and costs which are included in the deferred costs, exploration and development expenses, cost of sales or general and administrative expenses set out in Schedule A. State the aggregate amount of expenditures made to parties not at arms length from the issuer.

II. For the quarter under review:

A. Summary of securities issued during the period, including date of issue, type of security (common shares, convertible debentures, etc.), type of issue (private placement, public offering, exercise of warrants, etc.) number, price, total proceeds, type of consideration (cash, property, etc.) and commission paid.
B. Summary of options granted, including date, number, name of optionee, exercise price and expiry date.

III. As at the end of the quarter:

A. Particulars of authorized capital and summary of shares issued and outstanding.
B. Summary of options, warrants and convertible securities outstanding, including number or amount, exercise or conversion price and expiry date.
C. Total number of shares in escrow or subject to a pooling agreement.
D. List of directors.

SCHEDULE C: MANAGEMENT DISCUSSION

Review of operations in the quarter under review and up to the date of this report, including brief details of any significant event or transaction which occurred during the period. The following list can be used as a guide but is not exhaustive:

Acquisition or abandonment of resource properties, acquisition of fixed assets, financings and use of proceeds, management changes, material contracts, material expenditures, transactions with related parties, legal proceedings, contingent liabilities, default under debt or other contractual obligations, special resolutions passed by shareholders.

Specifically, the management discussion must include:

____________________________________________________________________________________________________________________
ISSUER DETAILS
NAME OF ISSUER FOR QUARTER ENDED DATE OF REPORT
Y M D
____________________________________________________________________________________________________________________
ISSUERS ADDRESS


____________________________________________________________________________________________________________________
CITY PROVINCE POSTAL CODE ISSUER FAX NO. ISSUER TELEPHONE NO.


__________________________________________________________________________
CONTACT PERSON CONTACTS POSITION CONTACT TELEPHONE NO.


______________________________________________________________________________________________________

CERTIFICATE
The three schedules required to complete this Quarterly Report are attached and the disclosure contained
therein has been approved by the Board of Directors. A copy of this Quarterly Report will be provided to any
shareholder who requests it.

__________________________________________________________________________________________
DIRECTORS SIGNATURE PRINT FULL NAME DATE SIGNED
Y M D

____________________________________________________________________________________________________________________
DIRECTORS SIGNATURE PRINT FULL NAME DATE SIGNED
Y M D

__________________________________________________________________________________________