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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 ENDEDDECEMBER 31, 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 333-59872
RELAY MINES LIMITED
(Exact name of registrant as specified in its charter)
NEVADA | 88-0488851 |
(State of other jurisdiction | (IRS Employer Identification |
of incorporation or organization) | Number) |
1040 West Georgia Street
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 December 31, 2001: 5,000,000
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PART I.
ITEM 1. - FINANCIAL STATEMENTS
RELAY MINES LIMITED (AN EXPLORATION STAGE ENTERPRISE) BALANCE SHEETS |
| | December 31, 2001 (unaudited)
| |
June 30, 2001
|
ASSETS | | | | | | |
| | | | | | |
| CURRENT ASSETS | | | | | | |
| Cash | | $ | -
| | $ | 54
|
| Total Current Assets | | | -
| | | 54
|
| | | | | | | |
| TOTAL ASSETS | | $ | - ============= | | $ | 54 ========= |
| | | | | | |
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | |
| | | | | | |
| CURRENT LIABILITIES | | | | | | |
| Accounts payable | | $ | 4,808 | | $ | 1,750 |
| Related party payables | | | 12,750
| | | 11,000
|
| Total Current Liabilities | | | 17,558
| | | 12,750
|
| | | | | | |
| COMMITMENTS AND CONTINGENCIES | | | -
| | | -
|
| | | | | | |
| STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | |
| Common stock, 100,000,000 shares authorized, $0.00001 par value; 5,000,000 shares issued and outstanding | | |
50 | | |
50 |
|
|
| Additional paid-in capital | | | 274,950 | | | 274,950 |
| Deficit accumulated during exploration stage | | | (292,558)
| | | (287,696)
|
| | Total Stockholders' Equity (Deficit) | | | (17,558)
| | | (12,696)
|
| | | | | | |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | $ | - ============= | | $ | 54 ========== |
|
See notes to interim financial statements.
F-2
- 2 -
RELAY MINES LIMITED (AN EXPLORATION STAGE ENTERPRISE) STATEMENT OF OPERATIONS |
| |
Six Months Ended December 31, 2001 (unaudited)
| Period from February 2, 2001 (Inception) to December 31, 2001 (unaudited)
|
| | | | | | | |
REVENUES | | $ | -
| $ | -
|
| | | | | | | |
EXPENSES | | | | | |
| Consulting services | | | - | | 272,946 |
| Legal and accounting | | | 4,807 | | 17,557 |
| Mining exploration expense | | | - | | 1,954 |
| Other general and administrative expenses | | | 55
| | 101
|
| | TOTAL EXPENSES | | | 4,862
| | 292,558
|
| | | | | | | |
LOSS BEFORE INCOME TAXES | | | (4,862) | | (292,558) |
| | | | | | | |
INCOME TAXES | | | -
| | -
|
| | | | | | | |
NET LOSS | | $ | (4,862) ============ | $ | (292,558) ============= |
| | | | | | | |
NET LOSS PER COMMON SHARE, BASIC AND DILUTED | |
$ |
nil =========== |
$ |
(0.06) ============ |
| | | | | | | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING BASIC AND DILUTED | | |
5,000,000 =========== | |
5,000,000 ============ |
See notes to interim financial statements.
F-3
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RELAY MINES LIMITED
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) |
|
Common Stock
|
Additional Paid-in Capital
| Deficit Accumulated During the Exploration Stage
|
Total Stockholders' Equity (Deficit)
|
|
|
|
|
Number of Shares
|
Amount
|
| | | | | | | | | |
Issuance of common stock for services and in payment of advances at approximately $0.055 per share |
5,000,000 |
$ |
50 |
$ |
274,950 |
$ |
- |
$ |
275,000 |
| | | | | | | | | |
Loss for the period ending June 30, 2001 |
-
| |
-
| |
-
| |
(287,696)
| |
(287,696)
|
| | | | | | | | | |
Balance, June 30, 2001 | 5,000,000 | $ | 50 | $ | 274,950 | $ | (287,696) | $ | (12,696) |
| | | | | | | | | |
Loss for six months ending December 31, 2001 |
-
| |
-
| |
-
| |
(4,862)
| |
(4,862)
|
| | | | | | | | | |
Balance, December 31, 2001 (unaudited) |
5,000,000 ======== |
$ |
50 ======= |
$ |
274,950 ========= |
$ |
(292,558) ========= |
$ |
(17,558) ========= |
See notes to interim financial statements.
F-4
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RELAY MINES LIMITED (AN EXPLORATION STAGE ENTERPRISE) STATEMENTS OF CASH FLOWS |
| |
Six Months Ended December 31, 2001 (unaudited)
| | Period from February 2, 2001 (Inception) to December 31, 2001 (unaudited)
|
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | |
| Net loss | | | $ | (4,862) | | $ | (292,558) |
| Adjustments to reconcile net loss to et cash used by operating activities: | | | | | | |
|
| Payment of expenses from issuance of stock | | | - | | | 274,900 |
| Increase in accounts payable | | | 3,058 | | | 4,808 |
| Increase in related party payables | | | 1,750
| | | 12,750
|
Net cash used by operating activities | | | (54)
| | | (100)
|
| | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | -
| | | -
|
| | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | |
| Proceeds from advances | | | -
| | | 100
|
Net cash provided by financing activities | | | -
| | | 100
|
| | | | | | |
Change in cash | | | (54) | | | - |
Cash, beginning of period | | | 54
| | | -
|
Cash, end of period | | $ | - ============ | | $ | - ============ |
| | | | | | |
SUPPLEMENTAL CASH FLOW DISCLOSURES: | | | | | | |
| Interest paid | | $ | - ============ | | $ | - ============ |
| Income taxes paid | | $ | - ============ | | $ | - ============ |
| | | | | | |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | | | | | | |
| Stock issued in payment of consulting and other expenses | | $ | - | | $ | 274,900 |
| Stock issued in payment of advances | | $ | - | | $ | 100 |
See notes to interim financial statements.
F-5
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RELAY MINES LIMITED
(An Exploration Stage Enterprise)
December 31, 2001
NOTES TO INTERIM FINANCIAL STATEMENTS
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1. BASIS OF PRESENTATION
The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Regulation S-B as promulgated by the Securities and Exchange Commission. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements. These unaudited interim financial statements should be read in conjunction with the audited financial statements for the period ended June 30, 2001. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.
The preparation of financial statements in accordance with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company's financial position and results of operations.
Operating results for the six-month period ended December 31, 2001 are not necessarily indicative of the results that may be expected for the year ending June 30, 2002.
F-6
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PART II.
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OR RESULTS OF OPERATIONS
Financial Condition, Liquidity and Capital Resources
Since inception on February 2, 2001, the Company has been engaged in exploration and acquisition of mineral properties. The Company's principal capital resources have been acquired through shareholder loans.
At December 31,2001, there was negative working capital of $17,558.
At December 31, 2001, the Company had no assets.
At December 31, 2001, the Company's total liabilities were $17,558 reflecting a build-up of accounts payable of $4,808 and related party payables of $12,750.
The Company has not had revenues from inception. Although there is insufficient capital to fully explore and develop its mineral properties, the Company expects to survive and exploit its resources primarily with funding from sales of its securities and, as necessary, from shareholder loans.
The Company has no long-term debt and does not regard long-term borrowing as a good, prospective source of financing.
Results of Operations
The Company posted losses of $4,862 for the six months ending December 31, 2001. The principal component of the loss was professional expenses of $4,807.
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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 this 11th day of March, 2002.
RELAY MINES LIMITED
/s/ Carlo Civelli
Carlo Civelli, President, Treasurer,
Chief Financial Officer and a Member of
the Board of Directors.