UNITED STATES
FORM 10-QSB
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter EndedSeptember 30, 2004
For the transition period from to
378 North Main, #124; Layton, UT 84041
Registrant's telephone number including area code:(801) 497-9075
Indicate by check mark whether the registrant (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 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.
ITEM 1 - FINANCIAL STATEMENTS
The condensed financial statements included herein have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission.
In the opinion of the Company, all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the financial position of the Company as of September 30, 2004 and the results of its operations and changes in its financial position from December 31, 2003 through September 30, 2004 have been made. The results of its operations for such interim period is not necessarily indicative of the results to be expected for the entire year.
September 30, | ||
Assets | ||
| Current Assets | $ | $ |
| Total Current Assets | $ | $ |
Liabilities and Stockholders' Equity | ||
| Current Liabilities | ||
| Accounts Payable | $ 3,965 | $ 33 |
| Interest Payable | 98,535 | 82,312 |
| Contingent Stock Guarantee | - | 88,658 |
| Notes Payable | 92,405 | 221,500 |
| Total Current Liabilities | 194,905 | 392,503 |
| Stockholders' Equity | ||
| Preferred Stock, 10,000,000 Shares Authorized, No Par Value, No Shares Issued and Outstanding | ||
| Common Stock; 50,000,000 Shares Authorized at $.001 Par Value; 13,548,816 and 610,533 Issued and Outstanding, Respectively | 13,549 | 611 |
| Additional Paid in Capital | 7,153,931 | 6,943,711 |
| Accumulated Deficit | (7,362,385) | (7,336,826) |
| Total Stockholders' Equity | (194,905) | (392,503) |
| Total Liabilities and Stockholders' Equity | $ | $ |
Liberty Mint, Ltd.
(Unaudited)
| September 30, | September 30 | |||
| Revenue | $ | $ | $ | $ |
| Expenses | ||||
| General & Administrative | 3,225 | 472 | 9,337 | 38,521 |
| Total Expenses | 3,225 | 472 | 9,337 | 38,521 |
| Loss from Operations | (3,225) | (472) | (9,337) | (38,521) |
| Other Income (Expenses) | ||||
| Other Income | 230 | |||
| Interest Expense | (5,113) | (16,222) | ||
| Total Other Income(Expenses) | (5,113) | (16,222) | ||
| Net Income (Loss) - Before Taxes | (8,338) | (472) | (25,559) | (38,291) |
| Taxes | ||||
| Income (Loss) From Continuing Operations | (8,338) | (472) | (25,559) | (38,291) |
| Discontinued Operations: | ||||
| Gain (Loss) On Disposal of Operations | 44,860 | |||
| Income (Loss) from Discontinued Operations | 44,860 | |||
| Net Income (Loss) | $ (8,338) | $ (472) | $ (25,559) | $ 6,569 |
| Loss per Common Share | $ | $ | $ | $ |
| Weighted Average Outstanding Shares | 10,157,071 | 999,991 | 6,970,785 | 981,412 |
Liberty Mint Ltd.
Statement of Cash Flows
(Unaudited)
| Cash Flows from Operating Activities | ||
| Net Income (Loss) | $ (25,559) | $ 6,569 |
| Less: Loss (Gain) from Discontinued Operations | (44,860) | |
| Income(Loss) from Continuing Operations | (38,291) | |
| Adjustments to Reconcile Net (Loss) to Net Cash; | ||
| Increase (Decrease) in Interest Payable | 16,223 | |
| Increase (Decrease) in Accounts Payable | 3,932 | 38,271 |
| Net Cash Provided (Used) by Operating Activities | (5,404) | (20) |
| Cash Flows from Investing Activities | ||
| Net Cash Provided (Used) by Investing Activities | ||
| Cash Flows from Financing Activities | ||
| Net Cash Provided (Used) by Financing Activities | 5,404 | |
| Increase (Decrease) in Cash | (20) | |
| Cash, Beginning of Period | 20 | |
| Cash, End of Period | $ | $ |
| Supplemental Cash Flow Information | ||
| Interest | $ | $ |
| Income Taxes (Including Penalties & Interest) | ||
| Significant Non-Cash Transactions |
| On March 31, 2004, the Company accepted the conversion of $9,500 of a note payable for the issuance of 9,500,000 post-split shares. |
NOTE 1 - Interim Financial Statements
Management has elected to omit substantially all of the disclosures for the interim financial statements ended September 30, 2004 since there have been no material changes (other than indicated in other footnotes) and has made all the necessary adjustments to present accurate financial statements for the three months presented.
The financial statements for the nine months ended September 30, 2004 were prepared from the books and records of the company without audit. Management believes that all adjustments have been made to the financial statements to make a fair presentation of the financial condition of the company as of September 30, 2004. The results of the nine months are not indicative of a full year of operation for the Company.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2003 audited financial statements. The results of operations for the periods ended September 30, 2004 and 2003 are not necessarily indicative of the operating results for the full year.
NOTE 2 - Common Stock
On March 31, 2004, the Company accepted the conversion of $9,500 of a note payable for the issuance of 9,500,000 post-split shares. The amount of the convertible note at December 31, 2003 and March 31, 2004 was $96,500 and $87,000, respectively.
On June 30, 2004, the Company converted $5,405 in accounts payable to a demand convertible note at 10% interest per year.
On September 29, 2004, the management of the Company approved the conversion of $213,658 in debt to 3,424,007 shares of common stock.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Liquidity and Capital Resources. The Company has minimal assets and is currently in the process of looking for business opportunities to merge with or acquire. The Company had approximately $(194,905) as operating capital at September 30, 2004, compared to $(708,467) for the same period last year. The Company will need to raise additional capital through private funding to meet the financial needs of being a reporting company and to the met the obligations of the current accounts payable.
Results of Operation. The Company reported a net loss of $(8,338) for the third fiscal quarter ended September 30, 2004, compared to a net loss of $(472) for the same period last year. On September 29, 2004, the Company converted $213,658 in debt to 3,424,007 shares of common stock at a conversion price of $.06 per share and has been reflected in that portion of the balance sheet.
Plan of Operations. Effective September 27, 2004, the Company signed a definitive agreement to merge Ann Arbor Acquisition Corporation, a wholly owned subsidiary of the company, with and into Akesis Pharmaceuticals, Inc. which will become a wholly owned subsidiary of the Company. Pursuant to the agreement, Akesis Pharmaceuticals shareholders will be issued 10.5 million shares of the Company's common stock in exchange for all the outstanding shares of Akesis Pharmaceuticals as of the closing of the merger. Following the merger, it is intended that new management of the company will be appointed and the current management of the Company will resign.
ITEM 3 - CONTROLS AND PROCEDURES.
(a) Evaluation of disclosure controls and procedures. The Company's principal executive officer and its principal financial officer, based on their evaluation of the Company's disclosure controls over financial reporting and procedures (as defined in Exchange Act Rules 13a-14 (c)) as of a date within 90 days prior to the filing of this Quarterly Report on Form 10-QSB, have concluded that the Company's disclosure controls over financial reporting and procedures are adequate and effective for the purposes set forth in the definition in Exchange Act rules.
(b) Changes in internal controls over financial reporting. There were no significant changes in the Company's internal controls over financial reporting or in other factors that could significantly affect the Company's internal controls subsequent to the date of their evaluation.
OTHER INFORMATION
Item 1. Legal Proceedings None
Item 2. Changes in Securities
During March 2004, the Board decided it was in the Company's best interest to reverse split its common stock on a 1:20 basis. The Board deemed it in the best interest of the Company and public policy, to protect small shareholders by not reversing any certificate that is currently less than 100 shares or reversing any certificate more than 100 shares to an amount below 100 shares.
On September 29, 2004, the Company converted $213,658 in debt to 3,424,007 shares of common stock at a conversion price of $.06 per share. These issuances were exempt from registration as a private issuer transaction pursuant to Section 4(2) of the Securities Act of 1933.
As a result of these issuances of common stock the Company's outstanding shares changed from10,115,274 at the beginning of the period to 13,548,816 balance at the end of the quarter.
Item 3. Defaults Upon Senior Securities None
Item 4. Submission of Matters to a Vote of Security Holders None
Item 5. Other Information None
Effective September 27, 2004, the Company signed a definitive agreement to merge Ann Arbor Acquisition Corporation, a wholly owned subsidiary of the company, with and into Akesis Pharmaceuticals, Inc. which will become a wholly owned subsidiary of the Company. Pursuant to the agreement, Akesis Pharmaceuticals shareholders will be issued 10.5 million shares of the Company's common stock in exchange for all the outstanding shares of Akesis Pharmaceuticals as of the closing of the merger.
Following the merger, it is intended that new management of the company will be appointed and the current management of the Company will resign. The Company currently intends to change its name and obtain a new trading symbol on the OTC Bulletin Board.
A restructuring of the Company's debt has occurred resulting in the conversion of $214,000 in debt for approximately 3.4 million shares of the Company's common stock. Additionally, pursuant to the merger, the Company intends to forgive approximately $92,000 in other payables.
Item 6. Exhibits and Reports on Form 8-K
1) Exhibits.
31. Written Statement of Chief Executive Officer and Chief Financial Officer with respect to compliance with Section 302 of the Sarbanes-Oxley Act of 2002.
32 Written Statement of Chief Executive Officer and Chief Financial Officer with respect to compliance with Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and pursuant to 18 U.S.C. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002
2) Reports on Form 8-K.
a) September 27, 2004 Item 1.01 Entry into a Material Definitive Agreement and Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.
b) September 29, 2004 Item 3.02 Unregistered Sale of Equity Securities and Item 8.01 Other Events.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned authorized officer.
Dated: November , 2004Liberty Mint, Ltd.
/S/ James Anderson
James Anderson
Exhibit 31
SECTION 302 CERTIFICATION
I, James Anderson, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Liberty Mint, Ltd.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 12a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures or caused such controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this quarterly report is being prepared.
b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this quarterly report based on such evaluations; and
c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls over financial reporting; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
Date: November , 2004/s/ James Anderson
James Anderson
Chief Executive Officer
And Principle Accounting Officer
Exhibit 32
In connection with the Quarterly Report of Liberty Mint, Ltd., on Form 10-QSB for the period ending September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the"Report"), the undersigned, Dean Becker, Chief Executive Officer and Principle Accounting Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date: November , 2004/s/ James Anderson
James Anderson,
Chief Executive Officer
And Principle Accounting Officer
