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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10QSB
[X] | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDEDSEPTEMBER30, 2001 |
| OR |
[ ] | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to |
COMMISSION FILE NUMBER 000-30065
IRON MASK MINING
(Exact name of registrant as specified in its charter)
Nevada | N/A |
(State of other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) |
656 Cedar Street
Ponderay, Idaho 83852
(Address of principal executive offices)
(208) 263-3834
(Registrant's telephone number, including area code)
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 for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [ x ] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of September 30, 2001: 44,877,096
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Board of Directors
Iron Mask Mining Company
PO Box 1713
Sandpoint, Idaho 83864
We have reviewed the accompanying Balance Sheet of Iron Mask Mining Company as of September 30, 2001 and 2000 and the related Statement of Operations and Accumulated Deficit and Statement of Cash Flows and Statement of Changes of Stockholders= Equity for the three months then ended and from Inception through September 30, 2001 and 2000, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. All information included in these financial statements is the representation of the management of Iron mask Mining Company.
A review consists principally of inquiries of company personnel and analytical procedures applied to the financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with accounting principles generally accepted in the United States of America..
Scott Beggs & Company, Inc
Scott Beggs & Company, Inc
Kellogg, Idaho 83837
November 15, 2001
Iron Mask Mining Company
A Development Stage Corporation
Balance Sheet
September 30, 2001 and 2000 |
| | 2001 | 2000 |
| |
Assets
| | Current Assets | | |
| Cash in Bank | 2,016
------------ | 710
------------ |
Total Current Assets | 2,016 | 710 |
Property and Equipment | | |
| Equipment | 2,800 | |
| Accumulated Depreciation | (572)
------------ | 0
------------ |
Net Property and Equipment | 2,228 | 0 |
Other Asseets | | |
| Mineral Rights - Lead King, Grant Hartford Lode | 150,000 | |
| Mineral Rights - Other | 3,723,456
------------ |
------------
|
Total Other Assets | 3,873,456 | 0 |
Total Assets | 3,877,700
======== | 710
======== |
| Liabilities and Equity | | |
Current Liabilities | | |
| Accounts Payable | 56,337 | 19,950 |
| Interest Payable | 3,888 | 970 |
| Accounts Payable - Related Parties | 30,411 | |
| Garnet Payable | 150,000 | |
| Notes Payable - Due within One Year - Related Parties | 10,343
------------ | 10,343
------------ |
Total Current Liabilities | 250,979 | 31,263 |
Long Term Liabilities | | |
| Notes Payable - Due in more than One Year - Related Parties | 2,405
------------ | 2,405
------------ |
Total Long Term Liabilties | 2,405 | 2,405 |
Total Liabilities | 253,384 | 33,668 |
Equity | | |
| Common Stock, par value $ .005, authorized 100,000,000 shares, issued and | | |
| outstanding 44,877,096 (20,867,280 issueable) and 22,187,316 respectively | 946,677 | 830,366 |
| Additional Paid in Capital | 3,921,029 | 215,936 |
| Deficit accumulated during Development Stage | (1,243,390)
------------ | (1,079,260)
------------ |
Total Equity | 3,624,316 | (32,958) |
Total Liabilities and Equity | 3,877,700
======== | 710
======== |
See the accompanying accountant's report and notes, which are integral parts of these financial statements. |
Iron Mask Mining Company
A Development Stage Corporation
Statement of Operations and Accumulated Deficit
For the Three Months Ended and Inception through - September 30, 2001 and 2000 |
| | Qtr Ended
09/30/01 | Inception to
09/30/01 | Qtr Ended
09/30/00 | Inception to
09/30/00 |
| |
Income |
| Interest Income | 1 | 83,930 | 17 | 83,922 |
| Gain (Loss) on Sale of Assets | | (29,551) | | |
| All Other Income |
------------
| 39,645
------------ |
------------
| 1
------------ |
Total Income | 1 | 94,024 | 17 | 94,016 |
Expenses | | | | |
| Professional Fees | 13,079 | 148,507 | 7,450 | 112,847 |
| Payroll Taxes and Insurance | | 50,788 | 866 | 50,688 |
| Interest and Bank Fees | 2,082 | 28,108 | 412 | 23,482 |
| Taxes and Licenses | | 7,873 | 30 | 7,873 |
| Depreciation Expense | 171 | 571 | | 0 |
| Assessments | 8,000 | 30,000 | 20,000 | 20,000 |
| Right to Mine | | 31,000 | | 31,000 |
| Other Operating Costs | 97,183 | 698,777 | 4,620 | 585,588 |
| Rounding |
------------
| (6)
------------ |
------------
| 2
------------ |
Total Expenses | 120,515 | 995,618 | 33,378 | 831,480 |
Net Loss | (120,514) | (901,594) | (33,361) | (737,464) |
Non-Operating Revenues (Expenses) | | | | |
| Acquistion of Yellow PIne Resources Cost | | (341,796) | | (341,796) |
Accumulated Deficit - Start of Year | (1,122,876)
------------ | 0
------------ | (1,045,899)
------------ | 0
------------ |
Accumulated Deficit - End of Year | (1,243,390)
======== | (1,243,390)
======== | (1,079,260)
======== | (1,079,260)
======== |
Earnings Per Share | (0.0050)
======== | (0.0376)
======== | (0.0014)
======== | (0.0307)
======== |
See accompanying accountant's report and notes, which are integral parts of these financial statements. |
Iron Mask Mining Company
A Development Stage Corporation
Statement of Changes in Stockholders Equity
For the Three Months Ended and Inception through - September 30, 2001 and 2000
| |
Qtr Ended | Year to Date | | Qtr Ended
Year to Date | | |
09/30/01 | 09/30/01 | 09/30/00 | 09/30/00 | Common Stock | | | | |
Start of Period | 837,091 | 837,091 | 830,366 | 830,366 |
| Issued for Services 750,000 Shares | 3,750 | 3,750 | | |
| Issued for Services 300,000 Shares | 1,500 | 1,500 | | |
| Issued for Mineral Rights - 20,867,280 Shares | 104,336
------------ | 104,336
------------ |
------------
|
------------
|
End of Period | 946,677 | 946,677 | 830,366 | 830,366 |
Additional Paid In Capital | | | | |
Start of Period | 215,936 | 215,936 | 215,936 | 215,936 |
| Issued for Services 750,000 Shares | 63,750 | 63,750 | | |
| Issued for Services 300,000 Shares | 22,223 | 22,223 | | |
| Issued for Mineral Rights - 20,867,280 Shares | 3,619,120
------------ | 3,619,120
------------ |
------------
|
------------
|
End of Period | 3,921,029 | 3,921,029 | 215,936 | 215,936 |
Accumulated Deficit | | | | |
Start of Period | (1,122,876) | (1,122,876) | (1,045,899) | (1,045,899) |
| Current Period Profit (Loss) | (120,514)
------------ | (120,514)
------------ | (33,361)
------------ | (33,361)
------------ |
End of Period | (1,243,390) | (1,243,390) | (1,079,260) | (1,079,260) |
Total Stockholders Equity | 3,624,316
======== | 3,624,316
======== | (32,958)
======== | (32,958)
======== |
See accompanying accountant's report and notes, which are integral parts of these financial statements. |
Iron Mask Mining Company
A Development Stage Corporation
Statement of Cash Flows
For the Three Months Ended and Inception through - September 30, 2001 and 2000
| | Period Ended | Inception to | Period Ended | Inception to |
| |
09/30/01 | 09/30/01 | 09/30/00 | 09/30/00 | Cash Flow from Operating Activities | | | | |
| Net Loss | (120,514) | (872,042) | (33,361) | (707,912) |
| Adjustments to Reconcile to Net Cash | | | | |
| Depreciation Expense | 171 | 47,779 | | 47,208 |
| Loss on Sale of Land | | 452 | | 452 |
| Rounding Adjustment | | 1 | | 0 |
| Changes in Operating Assets | | | | |
| (Increase) Decrease in Prepaid Insurance | | 0 | 750 | 0 |
| Increase (Decrease) in Payble Accounts - Related Parties | 21,555 | 30,411 | | 0 |
| Increase (Decrease) in Payble Accounts | 100,768
------------ | 151,448
------------ | 17,227
------------ | 20,920
------------ |
Net Cash (Used) Provided by Operating Activities | 1,980 | (641,951) | (15,384) | (639,332) |
Cash Flow from Investing Activities | | | | |
| Sale of Land | | 73,397 | | 73,397 |
| Purchase of Property |
------------
| (153,409)
------------ |
------------
| (150,609)
------------ |
Net Cash (Used) Provided by Investing Activities | 0 | (80,012) | 0 | (77,212) |
Cash Flow from Financing Activities | | | | |
| Common Stock Proceeds | | 711,231 | | 704,506 |
| Loan Proceeds | | 46,103 | 12,748 | 46,103 |
| Loan Repayments |
------------
| (33,355)
------------ |
------------
| (33,355)
------------ |
Net Cash (Used) Provided by Financing Activities | 0 | 723,979 | 12,748 | 717,254 |
Net Increase (Decrease) in Cash | 1,980 | 2,016 | (2,636) | 710 |
Cash - Start of Period | 36
------------ | 0
------------ | 3,346
------------ | 0
------------ |
Cash - End of Period | 2,016
======== | 2,016
======== | 710
======== | 710
======== |
Cash Paid For | | | | |
| Interest | 0 | | 412 | |
| Income Taxes | 0 | | 0 | |
Non Cash Information | | | | |
| Garnet Payable Issued for Mineral Rights | 150,000 | | | |
| Common Stock Issued for Mineral Rights | 3,723,456 | | | |
See accompanying accountant's report and notes, which are integral parts of these financial statements |
Notes to the Financial Statements
Iron Mask Mining Company
A Development Stage Company
September 30, 2001
NOTE 1:SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Development Stage Company - General Accounting In June 1975, the Financial Accounting Standards Board (FASB) issued Statement of Financial Standards No 7 effective for fiscal periods beginning after January 1, 1976, for companies in the development stage. That statement requires that such companies follow the same accounting practices as operating companies and, thus, defer only those costs which an operating company would normally defer and that dollar amounts be assigned to shares issued for noncash considerations.
Development Activities The primary business purpose of the Company is the purchase and development of mining properties. The realization of profits and recovery of development costs are dependent upon increased market values and the recoverability of the minerals of the Company=s properties.
Cash and Cash Equivalents For the purpose of the statement of cash flows, the Company considers all highly liquid debt instruments with a maturity of three months or less to be cash equivalents.
Property and Equipment Depreciation is provided for on the accelerated method of accounting over 5 to 7 years on equipment and 20 years on buildings.
Notes Payable The Company had various notes payable to individuals. The Company was able to pay off these loans using cash proceeds from the sale of real estate. The interest accumulated on these notes is still recorded as a Company payable.
The Company incurred new notes from various shareholders. These notes have varying terms and maturities, Notes with maturities of less than one year include, Gerald Sarff - principal due of $ 4,867 and Robert Evans - principal due of $ 5,476. Notes with maturities of greater than one year include Bob and Don Delany - principal due of $ 2,405.
Income Taxes The Company files its corporate income tax returns as a development stage company. Accordingly, all income and expense items are being capitalized as development costs.
Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Notes to the Financial Statements
Iron Mask Mining Company
A Development Stage Company
September 30, 2001
NOTE 2: CUMULATIVE DATA
Cumulative data has been recorded on the Statement of Income and Accumulated Deficit and the Statement of Cash Flows. The cumulative data is from May 1, 1957, the date of organization, to September 30, 2001. Also included in Deficit accumulated is the amount incurred by Yellow Pine Resources Inc. See Notes 3 and 4 for more information.
NOTE 3: ACQUISITION AGREEMENT YELLOW PINE RESOURCES INC
The Company entered an agreement with Yellow Pine Resources Inc to acquire all of the outstanding shares of Yellow Pine Resources Inc in a stock for stock exchange. After concluding the transaction, Iron Mask Mining Company owns 100% of the outstanding stock of Yellow Pine Resources Inc. Iron Mask Mining Company issued 6,000,000 shares to the shareholders of record of Yellow Pine Resources Inc. Iron Mask received $ 341,796 of capitalized development costs and the applicable mining leases and other assets of Yellow Pine Resources. $ 300,000 has been included as Common stock and $ 41,796 as additional paid in capital.
NOTE 4: CONSOLIDATION INFORMATION
Included in the deficit accumulated during development stage activities is $ 341,796 incurred by Iron Mask Mining Company=s wholly owned subsidiary Yellow Pine Resources Inc. See Note 3 for more information concerning the acquisition of Yellow Pine Resources Inc.
NOTE 5: LAND SALE
During the year ended June 30, 2000, the company sold some land. This land was acquired in approximately 1957 and the recorded book basis was $ 132,588 for land, buildings, and equipment. The buildings and equipment had been fully depreciated over their useful lives, and were either included in the sale or had been discarded over the years and not recorded. The Company currently does not own any real property, improvements, or equipment. The sales price for the land, net of selling expenses was $ 57,829. The loan from Montana Land Investments LLC, plus interest, was paid directly by the title company.
Notes to the Financial Statements
Iron Mask Mining Company
A Development Stage Company
September 30, 2001
NOTE 6: AMERICAN DIATOMITE LLC AGREEMENT AND RELATED PARTY ACTIVITY
In May of 1999, Iron Mask Mining Company entered into an agreement American Diatomite LLC. Under the terms of this agreement, Iron Mask Mining Company issued to American Diatomite LLC 6,200,000 shares of restricted common stock, par value $ 0.005. Iron Mask Mining Company received in exchange for this stock, the right to mine and develop of property currently owned by American Diatomite LLC. There is a provision for an option to purchase in 5 years.
Two of the principals in American Diatomite LLC also serve on the board of directors of Iron Mask Mining Company. Thus, the agreement with American Diatomite LLC is considered a related party transaction. This transaction has been recorded as a credit to common stock of $ 31,000 and a Right to Mine operating expense. The value of this transaction was recorded at par value for the stock.
NOTE 7: RELATED PARTY INFORMATION
The Company conducted business with various shareholders who incurred expenses on behalf of the company and borrowed funds from certain shareholders. See Note 1 for more information. In addition to the loans, the company has significant accounts payable to some of these same shareholders.
Oremont Mining, a related party assisted in the purchase of other mineral rights and received 4,500,000 shares of the Company common stock, Oremont originally had the option to purchase these mineral rights and transferred these options to the Company. See NOT E 10.
NOTE 8: GOING CONCERN
The accompanying financial statements have been prepared on a going concern basis which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the ordinary course of business and do not reflect adjustments that might result if the company is unable to continue in existence.
NOTE 9: MINERAL RIGHTS/GARNET PAYABLE
The Company has entered into an agreement for the purchase of the Lead King Lode Mining claim and the Henry Grant and James Hartford Lode Mining claim for the price of $ 150,000 to be paid within 30 days of the date of the agreement (August 23, 2001). This due date has been extended to December 31, 2001.
Notes to the Financial Statements
Iron Mask Mining Company
A Development Stage Company
September 30, 2001
NOTE 10: CONTINGENT LIABILITY/OTHER MINERAL RIGHTS
The Company has entered into an agreement for the purchase of other various mineral rights for the price of $ 3,273,456 to be paid by the issuance of 16,367,280 shares of common stock of the Company, with a deemed value of $ 0.20 per share, subject to adjustment. Per the agreementAIf, within one (1) year after the execution of this Agreement the publicly traded shares of Iron Mask are not trading at $ 0.20 or more per share, the high price for the public sale of such shares on the anniversary date of the Agreement shall become the deemed value per share, and additional shares of the common stock of Iron Mask will be issued to the end that the total number of shares on the date of this Agreement, shall equal $ 3,273,456.@
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
The Company is a mining company engaged in exploration and development activities. The Company is pursuing opportunities within the mining industry as well as other industries. The Company filed Form 10-SB General Form for Registration of Securities with the Security and Exchange Commission on March 22, 2000. The Company's registration became effective on April 26, 2000. Pennaluna and Company has made formal application with NASD (National Association of Security Dealers) to list Iron Mask Mining Company's stock on the electronic bulletin board. Public trading will begin when and if the application is approved. The Company expects its shares will be listed on the bulletin board exchange before calendar year end. The Company's fiscal year end is June 30th.
OVERVIEW
The Company was formed on May 16, 1957 and engaged in mining activities from 1957 to 1991. From 1991 to February 1999 the Company was inactive. On March 5, 1999, the Company acquired 100% of the stock of Yellow Pine Resources, Inc., in exchange for 6,000,000 shares of the Companys common stock. On May 10th, 2000, the Company entered into an agreement with American Diatomite, L.L.C., to develop, mine and retain profits from 42 unpatented mining claims in exchange for 6,200,000 shares of iron Mask Mining Company common stock. The Company has a five-year option to purchase the 42 mining claims for $ 3,000,000 from American Diatomite, L.L.C. The $ 3,000,000 purchase option price is exclusive of capital gains taxes incurred by American Diatomite, L.L.C.
Revenues
The Company's revenues of $ 17 for the first quarter ended September 30, 2000 was derived entirely from interest income, compared to total revenues of $ 1 from interest income for the same period in the prior year.
Expenses
Total expenses for the first quarter ended September 30, 2000 and September 30, 1999 were $ 33,378 and $ 17 respectively. In the current quarter significant costs were related to the registration and filing requirements of the Company's common stock. Professional fees were $ 7,450 and zero respectively and were related to the costs of registering the Company's stock and SEC filings. Interest expense on short-term loans was $ 398 and zero respectively. Taxes and license costs were $ 30 and zero for each period. Insurance costs were $ 766 and zero respectively. Assessment expense was $ 20,000 and zero for each period. Other costs were $ 4,620 and zero respectively. Amounts included as other costs were related to office expenses, office supplies, travel and miscellaneous expenses.
FINANCIAL CONDITION
Liquidity
Cash decreased $2,636 during the quarter. Prepaid insurance decreased $ 750. Accounts payable increased $ 19,600 due to assessment and professional fees incurred. Interest payable decreased $ 2,373. The interest payable amounts were added to notes payable to related parties. Long-term debt increased $ 12,748. All long-term debt is owed to related parties.
Capital Requirements
The Company's stock registration, listing, and subsequent offering will allow the Company to raise the capital needed to pursue its long-term goals of developing its gold and diatomite mining operation and other opportunities identified by management.
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, thereunto duly authorized.
Dated this 20th day of September, 2001.
/s/ William W. Wells
William W. Wells, President, Chief
Executive Officer and Chairman of the
Board of Directors
/s/ Robert Evans
Robert Evan, Vice President, Sectretary,
Treasurer, Chief Financial Officer and a
member of the Board of Directors
