51-901F - Quarterly And Year End Report [F - Rescinded]
| Published Date: | 2000-12-22 |
|---|---|
| Effective Date: | 2001-01-01 |
| Rescinded Date: | 2006-06-01 |
QUARTERLY AND YEAR END REPORT
BC FORM 51-901F
(previously Form 61)
| Freedom of Information and Protection of Privacy Act: The personal information requested on this form is collected under the authority of and used for the purpose of administering the Securities Act. Questions about the collection or use of this information can be directed to the Supervisor, Financial Reporting (604-899-6731),PO Box 10142,Pacific Centre,701 West Georgia Street, Vancouver BC V7Y 1L2.Toll Free in British Columbia 1-800-373-6393 |
INSTRUCTIONS
This report must be filed by Exchange Issuers within 60 days of the end of their first, second and third fiscal quarters and within 140 days of their year end. “Exchange issuer ” means an issuer whose securities are listed and posted for trading on the Canadian Venture Exchange and are not listed and posted on any other exchange or quoted on a trading or quotation system in Canada. Three schedules must be attached to this report as follows:
SCHEDULE A:FINANCIAL STATEMENTS
Financial statements prepared in accordance with generally accepted accounting principles are required as follows:
For the first, second and third financial quarters:
Interim financial statements prepared in accordance with section 1751 of the CICA Handbook, including the following: balance sheet, income statement, statement of retained earnings, cash flow statement, and notes to the financial statements.
The periods required to be presented, consistent with CICA Handbook section 1751,are as follows:
- a balance sheet as of the end of the current interim period and a comparative balance sheet as of the end of the immediately preceding fiscal year;
- a statement of retained earnings cumulatively for the current fiscal year-to-date, with a comparative statement for the comparable year-to-date period of the immediately preceding fiscal year; and
- income statements and cash flow statements for the current interim period and cumulatively for the current fiscal year-to-date, with comparative statements for the comparable interim periods (current and year-to-date)of the immediately preceding fiscal year.
For the financial year end:
Annual audited financial statements prepared on a comparative basis.
Exchange Issuers with a fiscal year of less than or greater than 12 months should refer to National Policy No.51 Changes in the Ending Date of a Financial Year and in Reporting Status for guidance.
Issuers in the development stage are directed to the guidance provided in CICA Accounting Guideline AcG-11 Enterprises in the Development Stage that states “enterprises in the development stage are encouraged to disclose in the income statement and in the cash flow statement cumulative balances from the inception of the development stage.”
Issuers that have been involved in a reverse take-over should refer to the guidance found in BCIN #52-701 (previously NIN #91/21)with respect to such transactions including the requirement for disclosure of supplementary information regarding the legal parent ’s prior financial operations.
SCHEDULE B:SUPPLEMENTARY INFORMATION
The supplementary information set out below must be provided when not included in Schedule A.
1.Analysis of expenses and deferred costs
Breakdowns are required for the year-to-date period only. Breakdowns are not required for comparative periods.
Issuers in the development stage are reminded that Section 3(9)(b)of the BC Securities Commission ’s Rules requires a schedule or note to the financial statements containing an analysis of each of exploration, research, development and administration costs, whether expensed or deferred and if the issuer is a natural resource issuer, that analysis for each material property. Because the analysis required by Rule 3(9)(b)must be included in the financial statements, the information does not have to be repeated in Schedule B. Consistent with CICA Accounting Guidelines AcG-11,staff considers an issuer to be in the development stage when it is devoting substantially all of its efforts to establishing a new business and planned principal operations have not commenced. Further, in staff ’s view, the lack of significant revenues for the past two years normally indicates that an issuer is in the development stage.
(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, and
(b) summary of options granted during the period, including date, number, name of optionee for those options granted to insiders, generic description of other optionees (e.g. “employees ”,)exercise price and expiry date.
(a) description of authorized share capital including number of shares for each class, dividend rates on preferred shares and whether or not cumulative, redemption and conversion provisions,
(b) number and recorded value for shares issued and outstanding,
(c) description of options, warrants and convertible securities outstanding, including number or amount, exercise or conversion price and expiry date, and any recorded value, and
(d) number of shares in each class of shares subject to escrow or pooling agreements.
SCHEDULE C:MANAGEMENT DISCUSSION AND ANALYSIS
1.General Instructions(a) Management discussion and analysis provides management with the opportunity to discuss an issuer ’s business, current financial results, position and future prospects.
(b) Focus the discussion on material information, including liquidity, capital resources, known trends, commitments, events, risks or uncertainties, that is reasonably expected to have a material effect on the issuer.
(c) For an issuer with active ongoing operations the discussion should be substantive (e.g. generally two to four pages in length);for an issuer with limited operations the discussion may not be as extensive (e.g. one page).
(d) The discussion must be factual, balanced and non-promotional.
(e) Where the discussion relates to a mineral project, as defined in National Instrument 43-101 “Standards of Disclosure for Mineral Projects,” the disclosure must comply with NI 43-101.
The following is a list of items that should be addressed in management ’s discussion and analysis of the issuer ’s operations and financial condition. This is not intended to be an exhaustive list of the relevant items.
(a) expenditures included in the analysis of expenses and deferred costs required under Securities Rule 3(9)(b)and Schedule B;
(b) acquisition or abandonment of resource properties material to the issuer including material terms of any acquisition or disposition;
(c) acquisition or disposition of other material capital assets including material terms of the acquisition, or disposition;
(d) material write-off or write-down of assets;
(e) transactions with related parties, disclosed in Schedule B or the notes to the financial statements;
(f) material contracts or commitments;
(g) material variances between the issuer ’s financial results and information previously disclosed by the issuer,(for example if the issuer does not achieve revenue and profit estimates previously released, discuss this fact and the reasons for the variance);
(h) material terms of any existing third party investor relations arrangements or contracts including:
ii. the amount paid during the reporting period; and
iii. the services provided during the reporting period;
(j) contingent liabilities;
(k) default under debt or other contractual obligations;
(l) a breach of corporate, securities or other laws, or of an issuer ’s listing agreement with the Canadian Venture Exchange including the nature of the breach, potential ramifications and what is being done to remedy it;
(m) regulatory approval requirements for a significant transaction including whether the issuer has obtained the required approval or has applied for the approval;
(n) management changes;or
(o) special resolutions passed by shareholders.
(b) Explain any material variances and the impact, if any, on the issuer ’s ability to achieve previously disclosed objectives and milestones.
How to File Under National Instrument 13-101 - System for Electronic Document Analysis and Retrieval (SEDAR)
BC Form 51-901F Quarterly and Year End Reports are filed under Category of Filing: Continuous Disclosure and Filing Type: Interim Financial Statements or Annual Financial Statements. Schedule A (Financial Statements) is filed under Document Type: Interim Financial Statements or Annual Financial Statements. Schedule B (Supplementary Information)and Schedule C (Management Discussion)are filed under Document Type: BC Form 51-901F (previously Document Type Form 61(BC)).
Meeting the Form Requirements
BC Form 51-901F consists of three parts: Instructions to schedules A, B and C, issuer details and a certificate. To comply with National Instrument 13-101 it is not necessary to reproduce the instructions that are set out in BC Form 51-901F.A cover page to the schedules titled BC Form 51-901F that includes the issuer details and certificate is all that is required to meet the BC Form 51-901F requirements. The form of certificate should be amended so as to refer to one or two of the three schedules required to complete the report.
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ISSUER DETAILS
NAME OF ISSUER FOR QUARTER ENDED DATE OF REPORT
Y M D
[__ __][__ __][__ __]
___________________________________________________________
ISSUER'S ADDRESS
_____________________________________ ______________________
CITY PROVINCE POSTAL CODE ISSUER FAX NO. ISSUER TELEPHONE NO.
[__ __ __] [__ __ __]
______________________________________________________
CONTACT NAME CONTACT'S POSITION CONTACT TELEPHONE NO.
_______________________________________________
CONTACT EMAIL ADDRESS WEBSITE ADDRESS
_______________________________________________
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.
_________________________________________________
DIRECTOR'S SIGNATURE PRINT FULL NAME DATE SIGNED
Y M D
[__ __][__ __][__ __]
________________________________________________
DIRECTOR'S SIGNATURE PRINT FULL NAME DATE SIGNED
Y M D
[__ __][__ __][__ __]
_________________________________________________
FIN 51-901F Rev. 2001 / 3 / 20