Global National Communications (GLNC) Inactive
Filed: 14 Nov 02, 12:00am
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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 333-56686
ZEOLITE MINING CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA | N/A |
(State of other jurisdiction | (IRS Employer Identification |
of incorporation or organization) | Number) |
2272 West Seventh Avenue
Vancouver, British Columbia
Canada V6K 1Y2
(Address of principal executive offices)
(604) 731-7040
(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 ofSeptember 30, 2002: 6,138,000
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PART I.
ITEM 1. - Financial Statements
Board of Directors
Zeolite Mining Corporation
Vancouver, BC
CANADA
ACCOUNTANT'S REVIEW REPORT
We have reviewed the accompanying balance sheet of Zeolite Mining Corporation (an exploration stage company) as of September 30, 2002 and 2001, and the related statements of operations, stockholders' equity, and cash flows for the three months then ended and for the period from October 5, 2000 (inception) to September 30, 2002. All information included in these financial statements is the representation of the management of Zeolite Mining Corporation.
We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with auditing standards generally accepted in the United States of America, 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.
The financial statements for the year ended June 30, 2002 were audited by us and we expressed an unqualified opinion on them in our report dated August 6, 2002. We have not performed any auditing procedures since that date.
As discussed in Note 2, the Company has been in the exploration stage since its inception and has no revenues. The Company's continued viability is dependent upon the Company's ability to meet its future financing requirements and the success of future operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding those matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Williams & Webster, P.S.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
November 7, 2002
F-1
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ZEOLITE MINING CORPORATION | |||||||
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| September 30, |
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| 2002 |
| June 30, |
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| (unaudited) |
| 2002 |
ASSETS |
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| CURRENT ASSETS |
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| Cash | $ | 102,484 | $ | 113,794 | |
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| TOTAL CURRENT ASSETS |
| 102,484 |
| 113,794 |
| TOTAL ASSETS | $ | 102,484 | $ | 113,794 | ||
LIABILITIES & STOCKHOLDERS' EQUITY |
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| CURRENT LIABILITIES |
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| Accounts payable |
| 2,941 | $ | 1,272 | |
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| Related party payable |
| 26,793 |
| 26,793 | |
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| TOTAL CURRENT LIABILITIES |
| 29,734 |
| 28,065 |
| COMMITMENTS AND CONTINGENCIES |
| - |
| - | ||
| STOCKHOLDERS' EQUITY |
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| Common stock, 100,000,000 shares authorized; $0.00001 |
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| par value, 6,138,000 shares issued and outstanding |
| 61 |
| 61 | |
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| Additional paid-in capital |
| 388,739 |
| 388,739 | |
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| Accumulated deficit during exploration stage |
| (316,050) |
| (303,071) | |
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| TOTAL STOCKHOLDERS' EQUITY |
| 72,750 |
| 85,729 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 102,484 | $ | 113,794 | |||
See accompanying notes and accountant's review report.
F-2
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ZEOLITE MINING CORPORATION | ||||||||
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| Period from |
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| Three |
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| October 5, 2000 |
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| Ended |
| Three Months |
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| September 30, |
| Ended |
| September 30, |
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| 2001 |
| 2002 |
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| (unaudited) |
| (unaudited) |
| (unaudited) |
REVENUES | $ | - | $ | - | $ | - | ||
EXPENSES |
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| Consulting services provided by officers |
| - |
| - |
| 251,992 | |
| Legal and professional fees |
| 2,941 |
| 2,500 |
| 51,006 | |
| Mining exploration |
| 10,000 |
| - |
| 12,968 | |
| General and administrative expenses |
| 38 |
| - |
| 84 | |
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| TOTAL EXPENSES |
| 12,979 |
| 2,500 |
| 316,050 |
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LOSS BEFORE INCOME TAXES |
| (12,979) |
| (2,500) |
| (316,050) | ||
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INCOME TAXES |
| - |
| - |
| - | ||
NET LOSS | $ | (12,979) | $ | (2,500) | $ | (316,050) | ||
NET LOSS PER COMMON SHARE, BASIC AND |
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DILUTED | $ | nil | $ | nil |
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WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND |
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DILUTED |
| 6,138,000 |
| 5,000,000 |
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See accompanying notes and accountant's review report.
F-3
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ZEOLITE MINING CORPORATION | ||||||||||
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| Deficit |
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| Accumulated |
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| Common Stock |
| Additional |
| During |
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| Paid-in |
| Exploration |
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| Amount |
| Capital |
| Stage |
| Total |
Common stock issued for mining claims and officers' compensation at $0.055 per share |
5,000,000 |
$ |
50 |
$ |
274,950 |
$ |
- |
$ |
275,000 | |
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Net loss for the period ended June 30, 2001 |
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Balance, June 30, 2001 | 5,000,000 |
| 50 |
| 274,950 |
| (280,500) |
| (5,500) | |
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Common stock issued for cash at $0.10 per share | 1,138,000 |
| 11 |
| 113,789 |
| - |
| 113,800 | |
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Net loss for the year ended June 30, 2002 | - |
| - |
| - |
| (22,571) |
| (22,571) | |
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Balance, June 30, 2002 | 6,138,000 |
| 61 |
| 388,739 |
| (303,071) |
| 85,729 | |
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Net loss for the period ended September 30, 2002 | - |
| - |
| - |
| (12,979) |
| (12,979) | |
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Balance, September 30, 2002 (unaudited) | 6,138,000 | $ | 61 | $ | 388,739 | $ | (316,050) | $ | 72,750 | |
See accompanying notes and accountant's review report.
F-4
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ZEOLITE MINING CORPORATION | |||||||||
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| Period from | |
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| Three |
| Three |
| October 5, 2000 |
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| Ended |
| Ended |
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| September |
| September |
| September 30, |
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| 2002 |
| 2001 |
| 2002 |
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| (unaudited) |
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| (unaudited) |
CASH FLOWS FROM OPERATING ACTIVITIES |
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| Net loss | $ | (12,979) | $ | (2,500) | $ | (316,050) | ||
| Adjustments to reconcile net loss to net cash used by operating activities: |
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| Stock issued for services |
| - |
| - |
| 251,992 |
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| Stock issued for expenses |
| - |
| - |
| 23,008 |
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| Increase in accounts payable |
| 1,669 |
| - |
| 2,941 |
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| Increase in related party payable |
| - |
| 2,500 |
| 26,793 |
Net cash used by operating activities |
| (11,310) |
| - |
| (11,316) | |||
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CASH FLOWS FROM INVESTING ACTIVITIES |
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| - |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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| Common stock issued for cash |
| - |
| - |
| 113,800 | ||
Net cash provided by financing activities |
| - |
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| 113,800 | |||
Increase in cash |
| (11,310) |
| - |
| 102,484 | |||
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Cash, beginning of period |
| 113,794 |
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Cash, end of period | $ | 102,484 | $ | - | $ | 102,484 | |||
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SUPPLEMENTAL CASHFLOW DISCLOSURES: |
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| Interest paid | $ | - | $ | - | $ | - | ||
| Income taxes paid | $ | - | $ | - | $ | - | ||
NON-CASH FINANCING AND |
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| INVESTING TRANSACTIONS: |
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| Stock issued in payment of services | $ | - | $ | - | $ | 251,992 | |
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| Stock issued in payment of expenses | $ | - | $ | - | $ | 23,008 | |
See accompanying notes and accountant's review report.
F-5
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ZEOLITE MINING CORPORATION
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2002
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Zeolite Mining Corporation (hereinafter "the Company") filed for incorporation on October 5, 2000 under the laws of the State of Nevada primarily for the purpose of acquiring, exploring, and developing mineral properties. The Company's fiscal year-end is June 30.
The Company is actively seeking additional capital and management believes that the Company can develop mining claims, which it has acquired in British Columbia. However, there are inherent uncertainties in mining operations and management cannot provide assurances that it will be successful in this endeavor. Furthermore, the Company is in the exploration stage, as it has not realized any significant revenues from its planned operations.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.
Accounting Method
The Company uses the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
Use of Estimates
The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.
Exploration Stage Activities
The Company has been in the exploration stage since its formation in October 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. At September 30, 2002, the Company held two mineral property claims in British Columbia, Canada. The Company has assigned no value to these claims, as there is no evidence showing proven and probable reserves. Upon location of a commercial minable reserve, the Company expects to actively prepare the site for its extraction and enter a development stage.
Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.
F-6
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ZEOLITE MINING CORPORATION
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2002
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Derivative Instruments
The Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB No. 133", and SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities", which is effective for the Company as of January 1, 2001. This standard establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.
If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.
Historically, the Company has not entered into derivatives contracts to hedge existing risks or for speculative purposes.
At September 30, 2002, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.
Compensated Absences
Currently, the Company has no paid employees; therefore, no policy regarding compensated absences has been established. The Company will establish a policy to recognize the costs of compensated absences at the point in time that it has employees.
Exploration Costs
In accordance with accounting principles generally accepted in the United States of America, the Company expenses exploration costs as incurred.
Recent Accounting Pronouncements
In April 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 145, "Rescission of SFAS Statements No. 44, and 64, Amendment of SFAS Statement No. 13, and Technical Corrections", which updates, clarifies and simplifies existing accounting pronouncements. SFAS 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, and as a result, SFAS No. 64, which amended SFAS No. 4, was rescinded as it was no longer necessary. SFAS No. 145 amended SFAS No. 13 to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications which have economic effects similar to those of sale-leaseback transactions. The pronouncement will not affect the Company as it has not entered into any of the aforementioned transactions.
F-7
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ZEOLITE MINING CORPORATION
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2002
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent Accounting Pronouncements (continued)
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 addresses significant issues regarding the recognition, measurement, and reporting of costs associated with exit and disposal activities, including restructuring activities. SFAS No. 146 also addresses recognition of certain costs related to terminating a contract that is not a capital lease, costs to consolidate facilities or relocate employees, and termination benefits provided to employees that are involuntarily terminated under the terms of a one-time benefit arrangement that is not an ongoing benefit arrangement or an individual deferred-compensation contract. SFAS No. 146 is not yet effective. The impact on the Company's financial position or results of operations from adopting SFAS No. 146 has not been determined.
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 in 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 $63,200, 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.
At September 30, 2002, the Company has net operating loss carryforwards of approximately $316,050, which expire in years 2020 through 2022.
Basic and Diluted 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.
F-8
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ZEOLITE MINING CORPORATION
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2002
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Going Concern
The Company's financial statements have been presented on a going concern basis that contemplates the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company incurred a net loss of $12,979 for the period ended September 30, 2002, has an accumulated deficit of $316,050 and had no sales. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management has plans to seek additional capital through a public offering of its common stock. The financial statements do not include any adjustments relating to the amounts and classifications of liabilities that might be necessary in the event the Company cannot continue in existence.
Fair Value of Financial Instruments
The carrying amount for accounts payable and accrued liabilities approximate their fair value.
Interim Financial Statements
The interim financial statements as of and for the three months ended September 30, 2002 included herein have been prepared for the Company, without audit. They reflect all adjustments, which are, in the opinion of management, necessary to present fairly the results of operations for the period. All such adjustments are normal recurring adjustments. The results of operations for the period presented are not necessarily indicative of the results to be expected for the full fiscal year.
NOTE 3 - COMMON STOCK
On October 5, 2000, 5,000,000 shares of common stock were issued to officers and directors only. There was no public offering of any securities. The aforementioned shares were issued in payment of consulting services in the amount of $251,992, legal fees advanced in the amount of $20,000, and expenses of $3,008. These shares were issued pursuant to exemption from registration contained in Section 4(2) of the Securities Act of 1933.
During June 2002, 1,138,000 shares of common stock were issued for $113,800 cash.
NOTE 4 - RELATED PARTY TRANSACTIONS
The Company occupies office space provided by an officer of the Company at no charge. The value of this space is not considered materially significant for financial reporting purposes.
F-9
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ZEOLITE MINING CORPORATION
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2002
NOTE 4 - RELATED PARTY TRANSACTIONS (continued)
The shareholders of the Company provided services, paid expenses and advanced funds in the amount of $275,000 on behalf of the Company, and were repaid by the issuance of common stock. See Note 3. An officer and shareholder of the Company paid additional expenses on behalf of the Company in the amount of $26,793, which has been reflected as a short-term uncollateralized loan, bearing no interest and having no specific due date.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
Mining Industry
The Company is engaged in the exploration and development of mineral properties. At present there are no feasibility studies establishing proven and probable reserves.
Although the minerals exploration and mining industries are inherently speculative and subject to complex environmental regulations, the Company is unaware of any pending litigation or of any specific past or prospective matters which could impair the value of its mining claims.
Concentration of Risk
The Company maintains its cash account in one commercial bank in Canada. The Company's cash account is maintained in U.S. dollars, which totaled $102,484 as of September 30, 2002. This account is not insured.
F-10
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
We are a start-up, exploration stage company and have not yet generated or realized any revenues from our business operations.
Our auditors have issued a going concern opinion. This means that our auditors believe there is doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Accordingly, we must raise cash from sources other than the sale of minerals found on our property. That cash must be raised from other sources. Our only other source for cash at this time is investments by others in our company. We must raise cash to implement our project and stay in business.
Our proposed exploration program
We must conduct exploration 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 intend to retain Timothy L. Sadlier-Brown, a consulting exploration geologist and partner in the firm of Nevin Sadlier-Brown Goodbrand Ltd., consulting geologist. We also intend to retain Larry Sookochoff, mining engineer and owner of Sookochoff Consultants Inc. While we intend to retain both, we have not entered into any formal agreement with them and will not do so until this offering is completed.
We do not claim to have any minerals or reserves whatsoever at this time on any of our properties. The assay report referred to in the business section is limited to one small sample and should not be considered an indication of the amount of zeolite on the property. At any phase, if we find that we do not have adequate funds to complete a phase, we will suspend our operations and attempt to raise more money so we can proceed. If we cannot raise the capital to proceed we will cease operations until we have sufficient capital.
We intend to implement an exploration program and intend to proceed in the following three phases:
Phase 1 will begin with research of the available geologic literature, personal interviews with geologists, mining engineers and others familiar with the prospect sites. We have recently begun this phase of the exploration process on our property.
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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. Based upon a physical examination of the property, no previous exploration activity has been conducted thereon. If an apparent mineralized zone is identified and narrowed down to a specific area by the studies, we will to begin trenching the area. We do not intend to survey the property until we determine if there is mineralized material on the property. We intend to rely upon our staking until then. The estimated fee for surveying will be approximately $2,000 - $2,500 for an area 100 yards by 50 yards.
Trenches are generally approximately 150 feet in length and 10-20 feet wide. These dimensions allow for a thorough examination of the property. They also allow easier restoration of the land to its pre-exploration condition when we conclude our operations, in the event that it is not economically feasible to remove mineralized material. Once excavation of a trench is completed, samples will 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 claim has current economic potential and whether further exploration is warranted. Excavation will cost approximately $2,000 - $4,000 for area of 100 yards by 50 yards.
Phase 1 will take about 3 months and cost up to $20,000.
Phase 2 involves an initial examination of the trenching 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
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 $40,000.
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 digging extensive pits on the property. Phase 3 will take about 6 months and cost up to $80,000.
Based upon our plan of operations, we believe it will take one year to complete our plan of exploration at a cost not exceeding $140,000. The time allocated for each phase considers the terrain of the property, ability to access the property with equipment, and the fact that our officers and directors will only be devoting 25% of their time to our operations.
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. We do not have any plans to take our operations from Phase 3 to revenue generation and no consideration will be given to development until we find mineralized material which is profitably recoverable.
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No further disclosure has been made regarding the phases of exploration. We believe that to do so would be to introduce speculative unsupportable predictions that we believe would be materially misleading because our property is an unexplored, undeveloped piece of land. We don=t know what we will find, if anything, and because we have not even begun exploration we cannot possibly predict what we will find. We are an exploration company. If we find economically recoverable mineralized material, we will have to raise additional funds to extract the same. Then we will become a development stage company.
To meet our need for cash we are attempting to raise money from a public offering. We cannot guaranty that we will be able to raise enough money through this offering to stay in business and we do not know how long we can satisfy our cash requirements. What ever money we do raise will be applied to exploration. If we do not raise all of the money we need from this offering, we will have to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others. We have discussed this matter with our officers, however, our officers are unwilling to make any commitment to loan us any money at this time. They are willing to review their decision in the future after they have had an opportunity to see how much money has been raised in the public offering in order to determine if there is a need for additional commitments by them. Even if there is a need for additional money, there is no assurance that the officers and directors will loan addition al money to us. At the present time, we have not made any arrangements to raise additional cash, other than through our public offering. If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. Other than as described in this section, we have no other financing plans.
We will be conducting research in connection with the exploration of our property. The research we intend to conduct is explained Phase 1 of our proposed operations. We are not going to buy or sell any plant or significant equipment.
Currently, our only employees are our officers and directors. Our officers and directors are part-time employees devoting approximately 25% of their time to our operations. There duties will be handle the our day-to-day administration. We intend to hire third party independent contractors to for geology, engineering, actual surveying, excavating and mining the property. The third party independent contractors will be under our officers and directors supervision. As of today's date, we have not selected geologists, engineers, surveyors or excavators and we do not intend to do so until we have completed our public offering.
Limited operating history; need for additional capital
There is no historical financial information about our company upon which to base an evaluation of our performance. We are an exploration stage company and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.
To become profitable and competitive, we must conduct into the research and exploration of our properties before we start production of any minerals we may find. We are seeking equity financing to provide for the capital required to implement our research and exploration phases.
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We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Results of operations
From inception on October 5, 2000.
We have acquired one property and are commencing the research and exploration stage of our mining operations on that property at this time.
Since inception, our officers and directors have advanced the cost of our organization. The cost of our organization are legal fees for incorporation and preparing our registration statement; fees paid to our auditors; and the cost of obtaining our property. The costs of organization from October 5, 2000 to September 30, 2002 was $64,058. This is comprised of $35,000 paid to our attorney, Conrad C. Lysiak to incorporate us and to begin prepare of our registration statement. Other than the legal fees paid to Mr. Lysiak, no other legal fees have been incurred in connection with our registration statement. No shares of our stock have been issued to Mr. Lysiak or to anyone for legal services. In addition, we paid $12,998 to our auditor, Williams & Webster; we paid $15,976 for exploration expenses; and, we paid $84 for administrative expenses. Exploration expenses include filing fees for the claims, travel expenses related to claim staking and test sampling.
Liquidity and capital resources
As of the date hereof, we have yet to generate any revenues from our business operations.
We issued 5,000,000 shares of common stock through a Section 4(2) offering in October 2000. This was accounted for as a compensation expense of $251,992 and advances and reimbursement by our officers and directors of expenses of $23,008. Since no quoted market price existed for the common stock at the time of transaction, management determined the price of the stock base upon the fair value of the services rendered and expenses reimbursed.
Since our inception, Messrs Brandys and Hopper have paid expenses for us in the total sum of $31,008, which included organizational and start-up costs and operating capital.
As of September 30, 2002 our total assets were $102,484 and our total liabilities were $29,734.
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PART II
Item 5. Other Matters
On April 9, 2002, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective, file number is 333-56686, permitting us to offer up to 2,000,000 shares of common stock at $0.10 per share.
On June 15, 2002, we completed our public offering by raising $113,800, and sold 1,138,000 shares of our common stock at an offering price of $0.10 per share. There was no underwriter.
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 net proceeds of the offering were $113,800.
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.
To date we have spent $10,000 on exploration expenses and $1,277 on accounting.
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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 14th day of May 2002.
ZEOLITE MINING CORPORATION
(Registrant)
BY: /s/ Alan Brandys
Alan Brandys President, Chief Executive Officer, Treasurer, Chief Financial Officer, and a member of the Board of Directors
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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 ofZEOLITE MINING CORPORATION (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, Alan Brandys, 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.
/s/ Alan Brandys | |
| Alan Brandys November 13, 2002 |
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CERTIFICATION
I, Alan Brandys, certify that:
1. I have reviewed this interim report on Form 10-QSB of Zeolite Mining Corporation;
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 13, 2002 |
| /s/ Alan Brandys |
|
|
|
| Alan Brandys President, Chief Executive Officer, Treasurer, Chief Financial Officer, and a member of the Board of Directors |
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