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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 ENDEDMARCH 31, 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 333-59872
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
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 ofMarch 31, 2002: 5,000,000
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PART I.
ITEM 1. - FINANCIAL STATEMENTS
RELAY MINES LIMITED | ||||||||
March 31, | June 30, | |||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash | $ | 996 | $ | 54 | ||||
Total Current Assets |
| 996 |
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| 54 | |||
TOTAL ASSETS | $ | 996 | $ | 54 | ||||
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts payable | $ | 7,157 | $ | 1,750 | ||||
Related party payables | 32,730 | 11,000 | ||||||
Total Current Liabilities |
| 39,887 |
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| 12,750 | |||
COMMITMENTS AND CONTINGENCIES | - | - | ||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Common stock, 100,000,000 shares authorized, | ||||||||
$0.00001 par value; 5,110,000 and 5,000,000 shares | ||||||||
issued and outstanding, respectively | 51 | 50 | ||||||
Additional paid-in capital | 285,949 | 274,950 | ||||||
Deficit accumulated during exploration stage | (324,891) | (287,696) | ||||||
Total Stockholders' Equity (Deficit) | (38,891) |
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| (12,696) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' | ||||||||
EQUITY (DEFICIT) | $ | 996 | $ | 54 | ||||
See notes to interim financial statements
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RELAY MINES LIMITED | |||||||||||||||
| Period From | Nine Months |
| Period From | |||||||||||
REVENUES |
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EXPENSES | |||||||||||||||
Consulting services | - | 272,946 | - | 272,946 | 272,946 | ||||||||||
Legal and accounting | 21,350 | 10,000 | 26,157 | 10,000 | 38,907 | ||||||||||
Mining exploration expense | 5,000 | 1,954 | 5,000 | 1,954 | 6,954 | ||||||||||
Other general and administrative expenses | 5,983 | 6 | 6,038 | 6 | 6,084 | ||||||||||
TOTAL EXPENSES |
| 32,333 |
| 284,906 |
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| 37,195 |
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| 284,906 |
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| 324,891 | ||
LOSS BEFORE INCOME TAXES | (32,333) | (284,906) | (37,195) | (284,906) | (324,891) | ||||||||||
INCOME TAXES | - | - | - | - | - | ||||||||||
NET LOSS | $ | (32,333) | $ | (284,906) | $ | (37,195) | $ | (284,906) | $ | (324,891) | |||||
NET LOSS PER COMMON SHARE, BASIC AND DILUTED |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING BASIC AND DILUTED |
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See notes to interim financial statements
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RELAY MINES LIMITED | |||||||||||||||
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| Deficit |
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Number | 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 | ||||||
Net 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) | ||||||||||
Sale of common stock for cash | |||||||||||||||
at $0.10 per share | 110,000 | 1 | 10,999 | - | 11,000 | ||||||||||
Net loss for nine months ending | |||||||||||||||
March 31, 2002 (unaudited) |
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Balance, March 31, 2002 |
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See notes to interim financial statements
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RELAY MINES LIMITED |
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| Period From |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
Net loss | $ | (37,195) | $ | (284,906) | $ | (324,891) | ||||||
Adjustments to reconcile net loss to | ||||||||||||
net cash used by operating activities: | ||||||||||||
Payment of expenses from issuance of stock | - | 274,900 | 274,900 | |||||||||
Increase in prepaid expenses | - | (1,000) | - | |||||||||
Increase in accounts payable | 5,407 | - | 7,157 | |||||||||
Increase in related party payables | 21,730 | 11,000 | 32,730 | |||||||||
Net cash used by operating activities | (10,058) | (6) | (10,104) | |||||||||
CASH FLOWS FROM INVESTING ACTIVITIES | - | - | - | |||||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
Proceeds from sale of common stock | 11,000 | - | 11,000 | |||||||||
Proceeds from advances | - | 100 | 100 | |||||||||
Net cash provided by financing activities | 11,000 | 100 | 11,100 | |||||||||
Change in cash |
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Cash, beginning of period | 54 | - | - | |||||||||
Cash, end of period | $ | 996 | $ | 94 | $ | 996 | ||||||
Supplemental cash flow disclosures: | ||||||||||||
Interest paid | $ | - | $ | - | $ | - | ||||||
Income taxes paid | $ | - | $ | - | $ | - | ||||||
Non-cash investing and financing activities: | ||||||||||||
Stock issued in payment of consulting and other expenses |
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Stock issued in payment of advances | $ | - | $ | 100 | $ | 100 | ||||||
See notes to interim financial statements
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RELAY MINES LIMITED
(An Exploration Stage Enterprise)
March 31, 2002
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 nine month period ended March 31, 2002 are not necessarily indicative of the results that may be expected for the year ending June 30, 2002.
2. PROCEEDS OF SALE OF SHARES
During the quarter ended March 31, 2002, the Company raised a total of $11,000 cash in an initial public offering. A total of 110,000 shares of common stock were sold at $0.10 per share.
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PART II.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN 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 March 31, 2002, there was negative working capital of $38,891 comparing to the negative working capital of $12,696 at June 30, 2001. This change is primarily the result of increased activity of the Company resulting in expenses in all major categories.
At March 31, 2002, the Company had total assets of $996 consisting of cash, which compares with our Company's total assets at June 31, 2001 of $54.
At March 31, 2002, the Company's total liabilities were $39,887 reflecting a build-up of accounts payable of $7,157 and related party payables of $32,730, which compares with our Company's total liabilities at June 30, 2001 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 $37,195 for the nine months ending March 31, 2002. The principal components of the loss were professional expenses, general and administrative expenses and mining exploration expenses.
Operating expenses for the nine months ending March 31, 2002 were $37,195.
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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 9th day of May, 2002.
RELAY MINES LIMITED
(Registrant)
BY: /s/ Carlo Civelli
Carlo Civelli, President, Treasurer,
Chief Financial Officer and a Member of
the Board of Directors.
