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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 ENDEDSEPTEMBER 30, 2002 |
| 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 333-46886
KEYSTONE MINES LIMITED
(Exact name of registrant as specified in its charter)
NEVADA | 88-0467845 |
(State of other jurisdiction | (IRS Employer Identification |
of incorporation or organization) | Number) |
1040 West Georgia
Suite 1160
Vancouver, British Columbia
Canada V6E 4H1
(Address of principal executive offices)
(604) 605-0885
(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, 2002: 6,011,198
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PART I.
ITEM 1. FINANCIAL STATEMENTS
Keystone Mines Limited
(An Exploration Stage Company)
Balance Sheets
(expressed in U.S. dollars)
September 30, | June 30, | ||
ASSETS | |||
Current Assets | |||
Cash | 7,617 | | 11,530 |
Total Current Assets | 7,617 | 11,530 | |
Mineral Properties (Note 3) | 27 | | 27 |
Total Assets | 7,644 | | 11,557 |
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LIABILITIES AND STOCKHOLDERS' EQUITY | |||
Current Liabilities | |||
Accounts payable | 5,057 | 1,941 | |
Accrued liabilities | 600 | ||
Due to related party | - | | 1,018 |
Total Liabilities | 5,657 | | 2,959 |
Contingency (Note 1) | |||
Stockholders' Equity | |||
Common Stock, 100,000,000 shares authorized with a par value of $0.00001; 6,011,198 shares issued and outstanding | 60 | 60 | |
Additional Paid-in Capital | 601,060 | | 601,060 |
601,120 | 601,120 | ||
Deficit Accumulated During the Exploration Stage | (599,133) | | (592,522) |
Total Stockholders' Equity | 1,987 | | 8,598 |
Total Liabilities and Stockholders' Equity | 7,644 | | 11,557 |
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Keystone Mines Limited
(An Exploration Stage Company)
Statements of Operations
(expressed in U.S. dollars)
(unaudited)
Accumulated from | |||||
June 26, 2000 | |||||
(Date of Inception) | Three Months Ended | ||||
to September 30, | September 30, | ||||
2002 | 2002 | 2001 | |||
Revenue | - | | - | | - |
Expenses | |||||
Board of directors' expenses | 3,939 | - | - | ||
Consulting | 498,523 | - | - | ||
General and administration | 24,745 | 1,082 | 2,840 | ||
Investor relations | 5,558 | - | 1,005 | ||
Mining exploration | 4,781 | - | - | ||
Professional fees | 47,310 | 4,835 | 4,605 | ||
Rent | 9,018 | 669 | 1,306 | ||
Transfer agent and filing fees | 3,100 | 25 | 25 | ||
Travel | 2,159 | | - | | - |
| | 599,133 | | 6,611 | | 9,781 |
Net Loss for the Period | (599,133) | | (6,611) | | (9,781) |
Net Loss Per Share - Basic | | | - | | - |
Weighted Average Shares Outstanding | | | 6,011,000 | | 6,011,000 |
(Diluted loss per share has not been presented as the result is anti-dilutive)
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Keystone Mines Limited
(An Exploration Stage Company)
Statements of Cash Flows
(expressed in U.S. dollars)
(unaudited)
Three Months Ended | |||
September 30, | |||
2002 | 2001 | ||
Cash Flows To Operating Activities | |||
Net loss | (6,611) | (9,781) | |
Changes in non-cash working capital items | |||
Increase in accounts payable and accrued liabilities | 3,716 | | 6,122 |
Net Cash Used In Operating Activities | (2,895) | | (3,659) |
Cash Flows From Financing Activities | |||
Repayment of advances from related party | (1,018) | | (2,437) |
Net Cash Provided By Financing Activities | (1,018) | | (2,437) |
Cash Flows To Investing Activities | - | | - |
Net Decrease in Cash | (3,913) | (6,096) | |
Cash - Beginning of Period | 11,530 | | 48,890 |
Cash - End of Period | 7,617 | | 42,794 |
Non-Cash Financing Activities | - | | - |
Supplemental Disclosures | |||
Interest paid | - | - | |
Income taxes paid | - | | - |
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Keystone Mines Limited
(An Exploration Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)
1. Exploration Stage Company
The Company was incorporated in the State of Nevada on June 26, 2000. In June 2000 the Company purchased four mineral claims, situated in the Greenwood Mining Division in the Province of British Columbia, Canada.
The Company's principal business plan is to acquire, explore and develop mineral properties and to ultimately seek earnings by exploiting the mineral claims.
The Company has been in the exploration stage since its formation in June 2000 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition, exploration and development of mining properties. Upon location of a commercial mineable reserve, the Company will actively prepare the site for extraction and enter a development stage. At present, management devotes most of its activities to raise sufficient funds to further acquire, explore and develop its mineral properties. Planned principal activities have not yet begun. The ability of the Company to emerge from the exploration stage with respect to any planned principal business activity is dependent upon its successful efforts to raise additional equity financing and/or attain profitable mining operations. Management has plans to seek additional capital through a private placement and public offering of its common stock. There is no guarantee that the Company will be able to complete any of the above objectives . These factors raise substantial doubt regarding the Company's ability to continue as a going concern.
At September 30, 2002, the Company had working capital of $1,960. A minimum of $4,000 per quarter is needed to cover expenses. Thus in the next year the Company will require $16,000 to cover both new expenses and preserve working capital. This amount would operate the Company but leave little or nothing for exploration. The Company expects to fund itself in the next twelve months by sales of shares, or loans from shareholders or Directors.
The Company filed an SB-2 Registration Statement with the U.S. Securities Exchange Commission which has been declared effective.
2. Summary of Significant Accounting Principles
a) Year End
The Company's year end is June 30.
b) Basis of Accounting
These financial statements are prepared in conformity with accounting principles generally accepted in the United States and are presented in US dollars.
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Keystone Mines Limited
(An Exploration Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)
2. Summary of Significant Accounting Principles (continued)
c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
d) Long-Lived Assets
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" establishes a single accounting model for long-lived assets to be disposed of by sale including discontinued operations. SFAS 144 requires that these long-lived assets be measured at the lower of the carrying amount or fair value less cost to sell, whether reported in continuing operations or discontinued operations.
e) Foreign Currency Transactions/Balances
The Company's functional currency is the United States dollar. Occasional transactions occur in Canadian currency, and management has adopted Financial Accounting Standard No. 52. Monetary assets and liabilities denominated in foreign currencies are translated into United States dollars at rates of exchange in effect at the balance sheet date. Gains or losses are included in income for the years, except gains or losses relating to long-term debt, which are deferred and amortized over the remaining term of the debt. Non-monetary assets, liabilities and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction.
f) Exploration Costs
The Company is in the exploration stage and all costs relating to mineral property grassroots exploration are charged to operations as incurred.
g) Basic and Diluted Net Income (Loss) per Share
Loss per share was computed by dividing the net loss by the weighted average number of shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Basic and diluted loss per share were the same, as there were no common stock equivalents outstanding.
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Keystone Mines Limited
(An Exploration Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)
2. Summary of Significant Accounting Principles (continued)
h) Use of Estimates
The preparation of financial statements in conformity with U.S. 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.
i) Financial Instruments
The carrying value of cash and equivalents, accounts payable, accrued liabilities, and due to related party approximate fair value due to the relatively short maturity of these instruments.
j) Concentration of Risk
The Company maintains its cash accounts in primarily one commercial bank in Vancouver, British Columbia, Canada. The Company's cash account is a business checking account maintained in U.S. dollars, which totalled $7,617 at September 30, 2002. This account is not insured.
k) Provision for Taxes
Income taxes are provided based upon the liability method of accounting pursuant to SFAS No. 109 "Accounting for Income Taxes." Under this approach, deferred income taxes are recorded to reflect the tax consequences on future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the "more likely than not" standard imposed by SFAS No. 109 to allow recognition of such an asset.
At September 30, 2002, the Company had net deferred tax assets of approximately $33,000, principally arising from net operating loss carryforwards for income tax purposes. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax asset, a valuation allowance equal to the net deferred tax asset has been established at September 30, 2002.
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Keystone Mines Limited
(An Exploration Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)
2. Summary of Significant Accounting Principles (continued)
k) Provision for Taxes (continued)
At September 30, 2002, the Company has net operating loss carryforwards of approximately $97,000, which expire in the years 2020 through 2021. The Company recognized approximately $498,000 of losses for the issuance of common stock for services in 2000, which were not deductible for tax purposes and are not included in the above calculation of deferred tax asset.
l) Accounting Pronouncements
In April 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections", which updates, clarifies and simplifies existing accounting pronouncements. FASB No. 4, which required all gains and losses from the extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of related tax effect was rescinded, as a result, FASB 64, which amended FASB 4, was rescinded as it was no longer necessary. FASB 145 amended FASB 13 to require lease modifications in certain sale-leaseback transactions. Management has not yet determined the effects of adopting this Statement on the financial position or results of operations.
In October 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS No. 144). SFAS 144 replaces SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." This new standard establishes a single accounting model for long-lived assets to be disposed of by sale, including discontinued operations. Statement 144 requires that these long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or discontinued operations. This statement is effective beginning for fiscal years after December 15, 2001, with earlier application encouraged. The Company adopted SFAS 144 and does not believe that the adoption will have a material impact on the financial statements of the Company at December 31, 2002.
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Keystone Mines Limited
(An Exploration Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)
2. Summary of Significant Accounting Principles (continued)
l) Accounting Pronouncements (continued)
In October 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations" (SFAS No. 143). SFAS No. 143 establishes guidelines related to the retirement of tangible long-lived assets of the Company and the associated retirement costs. This statement requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived assets. This statement is effective for financial statements issued for the fiscal years beginning after June 15, 2002 and with earlier application encouraged. The Company adopted SFAS No. 143 and does not believe that the adoption will have a material impact on the financial statements of the Company.
In June 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 provides for the elimination of the pooling-of-interests method of accounting for business combinations with an acquisition date of July 1, 2001 or later. SFAS No. 142 prohibits the amortization of goodwill and other intangible assets with indefinite lives and requires periodic reassessment of the underlying value of such assets for impairment. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001. An early adoption provision exists for companies with fiscal years beginning after March 15, 2001. The Company believes that the adoption of this standard will not have a material effect on the Company's results of operations or financial position.
In September 2000, the FASB issued SFAS No. 140 "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities." This statement provides accounting and reporting standards for transfers and servicing of financial assets and extinguishment of liabilities and also provides consistent standards for distinguishing transfers of financial assets that are sales from transfers that are secured borrowings. SFAS No. 140 is effective for recognition and reclassification of collateral and for disclosures relating to securitization transactions and collateral for fiscal years ending after December 15, 2000, and is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after March 31, 2001. The Company believes that the adoption of this standard will not have a material effect on the Company's results of operations or financial position.
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Keystone Mines Limited
(An Exploration Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)
3. Mineral Properties
The Company, through Mike Muzylowski, its President and a member of the board of directors, acquired 100% of the rights, titles and interests in four mining claims in the Greenwood Mining Division, Beaverdell, British Columbia. Payment of $27 was required to record the four mining claims. This amount was paid by the shareholders and repaid by the Company in the form of stock. Although the claims are recorded in Mr. Muzylowski's name for tax purposes, title to the claims has been conveyed to the Company via an unrecorded deed.
4. Related Party Transactions/Balances
The Company occupies office space provided by Mr. Muzylowski, its President, in his capacity as vice president and director of Callinan Mines Limited. Monthly rental is determined by usage.
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PART II.
ITEM 2. MANAGEMENTS' DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Plan of Operation
In the next twelve months, the Company does not expect any significant changes in the number of employees and does not expect the purchase or sale of plant or significant equipment, due to the present shortage of working capital. We also have no plan for research and development for any property or product other than our mineral claims. See below for development information on the Amax, Marmot and Wombat claims.
At September 30, 2002, the Company had working capital of $2,614. A minimum of $4,000 per quarter is needed to cover expenses. Thus in the next year the Company will require $16,000 to cover both new expenses and preserve working capital. This amount would operate the Company but leave little or nothing for exploration. The Company expects to fund itself in the next twelve months by sales of shares, or loans from shareholders or Directors.
Our Proposed Exploration Program
We must conduct exploration on our Amax, Wombat and Marmot claims to determine what amount of minerals, if any, exist on our properties and if any minerals which are found can be economically extracted and profitably processed.
Our exploration program is designed to economically explore and evaluate our properties.
We do not claim to have any minerals or reserves whatsoever at this time on any of our properties.
We have begun our exploration program and intend to proceed in the following three phases:
Phase 1 began with research of the available geologic literature, personal interviews with geologists, mining engineers and others familiar with the prospect sites. We have begun this phase of the exploration process on our properties.
When the research is completed, our initial work will be augmented with geologic mapping, geophysical testing and geochemical testing of our claims. When available, existing workings, like trenches, prospect pits, shafts or tunnels will be examined. If an apparent mineralized zone is identified and narrowed down to a specific area by the studies, we will to begin trenching the area.
Trenches are generally approximately 150 ft. in length and 10-20 ft. wide. These dimensions allow for a thorough examination of the surface of the vein structure types generally encountered in the area. They also allow easier restoration of the land to its pre-exploration condition when we conclude our operations. Once excavation of a trench is completed, samples are taken and then analyzed for economically potential minerals that are known to have occurred in the area. Careful interpretation of this available data collected from the various tests aid in determining whether or not the prospect has current economic potential and whether further exploration is warranted.
Phase 1 will take about 3 months to complete and cost up to $40,000.
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Phase 2 involves an examination of the underground characteristics of the vein structure that was identified by Phase 1 of exploration. Phase 2 is aimed at identifying any mineral deposits of potential economic importance. The methods employed are
| * | more extensive trenching |
| * | more advanced geophysical work |
| * | drift driving |
Drift driving is the process of constructing a tunnel to take samples of minerals for testing. Later, the tunnel can be used for mining minerals. The geophysical work gives a general understanding of the location and extent of mineralization at depths that are unreachable by surface excavations and provides a target for more extensive trenching and core drilling. Trenching identifies the continuity and extent of mineralization, if any, below the surface. After a thorough analysis of the data collected in Phase 2, we will decide if the property warrants a Phase 3 study.
Phase 2 will take about 3 months and cost up to $20,000.
Phase 3 is aimed at precisely defining the depth, the width, the length, the tonnage and the value per ton of any mineral body. This is accomplished through extensive drift driving. Phase 3 will take about 6 months and cost up to $70,000.
We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves.
Status of Our Exploration Program
We are currently in Phase One of our proposed exploration program.
A work program consisting of soil and rock sampling as well as geological mapping/prospecting was carried out during a 5-day period, between June 20 and June 24, 2001 on the Peak #1 - #4 claims under direct field supervision.
The purpose of the program was to test (via soil/rock sampling and geological mapping) for the presence of gold. To this end 2.7 miles of control grid were emplaced over the property. Geological mapping and prospecting was conducted over the entire property. A total of 104 soil samples were taken at 164 ft intervals along the control grid, and 16 rock samples were collected. All samples were analyzed for gold and 28 other elements.
The majority of the target area within the property is covered by overburden. Outcrop is limited to less than 5%.
A quartz vein was located on our property. The best value result from the analysis of the rock samples from this vein was 259 parts per billion gold. This was a disappointing result and far from the requirements of being economically exploitable.
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The soil sampling program also failed to generate any useful information in our quest for gold on the Peak property. The presence of molybdenum was detected, however, and any further work on this property will focus on evaluating the molybdenum potential of our claims. Management will study the molybdenum market to determine if this is an economically valuable metal for us to be exploring for and will further analyze the results of our exploration before continuing any further work on the Peak property.
Other than the foregoing, we have not conducted any exploration on our property. We will not recommence soon, due to shortage of funds
From the effective date of the registration statement to the ending date of the reporting period, September 30, 2002, no underwriting discounts nor commissions, finders' fees and similar expenses (direct or indirect) were paid. The gross proceeds of the offering were $101,119.80.
Our Form SB-2 registration statement was declared effective by the SEC on December 12, 2000 (SEC File No. 333-46886). We registered 2,000,000 shares of common stock for sale. On April 25, 2001 we completed our public offering and sold 1,011,198 shares of common stock raising $101,119.80 from the offering.
From the effective date of the registration statement to the ending date of the reporting period, September 30, 2002, no funds were used for the construction of plant, buildings or facilities, no funds were used for purchases of real estate or acquisition of other business or temporary investments other than bank accounts.
The funds received were spent as follows:
Mining Exploration Expense | $ | 4,781 |
Legal and Accounting | $ | 46,710 |
General and Administrative | $ | 24,764 |
Rent | $ | 9,018 |
Investor Relations | $ | 5,558 |
Board of Directors expenses | $ | 3,939 |
Stock transfer Agent Fees | $ | 3,100 |
Travel | $ | 2,159 |
Total | $ | 100,029 |
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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 on this 11th day of November, 2002.
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KEYSTONE MINES LIMITED | |
| BY: | /s/ Mike Muzylowski |
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CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of KEYSTONE MINES LIMITED (the "Company") on Form 10-QSB for the period ended September 30, 2002 as filed with the Securities and Exchange Commission on the date here of (the "report"), I, Mike Muzylowski, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 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 this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Mike Muzylowski November 11, 2002 |
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CERTIFICATION
I, Mike Muzylowski, certify that:
1. I have reviewed this interim report on Form 10-QSB of Keystone Mines Limited;
2. Based on my knowledge, this interim 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 annual report; and
3. Based on my knowledge, the financial statements, and other financial information included in this interim 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 interim report.
Date: |
| November 11, 2002 |
| /s/ Mike Muzylowski |
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| Mike Muzylowski |
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