UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 10-QSB
(Mark one)
ý QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period endedMarch 31, 2006
r TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________to___________
Commission file number333-105556
CAPITAL MINERAL INVESTORS, INC.
(Exact name of small business issuer as specified in its charter)
Nevada | 25-1901892 |
9217 Pavilion Place, Mission, BC, Canada, V2V 6X6 | |
(604) 826-5520 | |
(Former name, former address and former fiscal year, if changed since last report) | |
Check whether the issuer (1) filed all reports require to be filed by sections 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorten period that the registrant was required to file such report), and (2) has been subject to such filing requirements for the past 90 days. Yesý Nor ..
Indicate by a check mark whether the registration is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yesr Noý ..
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yesr Nor ..
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date:
Outstanding as of March 31, 2006: 7,749,497 common shares
Transitional Small Business Disclosure Format (Check one): Yesr Noý
PART I - FINANCIAL INFORMATION
The following interim unaudited financial statement for the three-month period ended March 31, 2006 has been prepared by management.
CAPITAL MINERAL INVESTORS, INC.
(An Exploration Stage Company)
UNAUDITED INTERIM FINANCIAL STATEMENTS
March 31, 2006
BALANCE SHEETS
INTERIM STATEMENTS OF OPERATIONS
INTERIM STATEMENT OF STOCKHOLDERS' EQUITY
INTERIM STATEMENTS OF CASH FLOWS
NOTES TO THE INTERIM FINANCIAL STATEMENTS
CAPITAL MINERAL INVESTORS, INC.
(An Exploration Stage Company)
Balance Sheets
(In US Dollars)
March 31, 2006 (Unaudited) | December 31, 2005 | ||
ASSETS | |||
Current Assets | |||
Cash and cash equivalents | 49,987 | 75,345 | |
Prepaid expenses and deposit | 37,500 | 21,250 | |
Total Current Assets | 87,487 | 96,595 | |
Equipment(Note 2) | 4,044 | 4,342 | |
Total Assets | 91,531 | 100,937 | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |||
Current Liabilities | |||
Accounts payable and accrued liabilities | 17,841 | 16,242 | |
Notes payable (Note 4) | 26,341 | 26,341 | |
Private placement subscription proceeds | 25,000 | - | |
Total Current Liabilities | 69,182 | 42,583 | |
Going concern contingency (Note 1) | |||
Stockholders' Equity (Deficit) | |||
Common Stock, $0.001 par value; 75,000,000 shares | |||
Authorized, 7,749,497 (7,749,497 - December 31, 2005) | |||
Stock issued and outstanding | 7,750 | 7,750 | |
Additional paid in capital | 173,200 | 173,200 | |
Deficit, accumulated during exploration stage | (158,601) | (122,596) | |
Total Stockholders' Equity (Deficit) | 22,349 | 58,354 | |
Total Liabilities and Stockholders' Equity | 91,531 | 100,937 | |
The accompanying notes are an integral part of these interim financial statements
CAPITAL MINERAL INVESTORS, INC.
(An Exploration Stage Company)
Interim Statements of Operations
(In U.S. Dollars)
Cumulative results of operations | Three Months Ended March 31, 2006 | Three Months Ended March 31, 2005 | ||||||
Expenses | ||||||||
Accounting and audit fees | 19,511 | 2,241 | 1,300 | |||||
Consulting fees | 1,200 | - | 1,200 | |||||
Depreciation expense | 2,825 | 298 | 152 | |||||
Incorporation costs | 1,015 | - | - | |||||
Legal fees | 78,045 | 6,060 | - | |||||
Licences and dues | 932 | - | - | |||||
Mineral property costs (Note 3) | 29,980 | 21,250 | - | |||||
Office expenses | 3,373 | 208 | 294 | |||||
Telephone and utilities | 5,341 | 676 | 551 | |||||
Transfer and filing fees | 3,458 | 1,217 | 300 | |||||
Travel and promotion | 12,921 | 4,055 | 127 | |||||
158,601 | 36,005 | 3,924 | ||||||
Net Loss | ($158,601) | ($36,005) | ($3,924) | |||||
Basic net loss per share | ($0.00) | ($0.00) | ||||||
Weighted average number of common shares outstanding | 7,749,497 | 6,232,998 | ||||||
The accompanying notes are an integral part of these interim financial statements
CAPITAL MINERAL INVESTORS, INC.
(An Exploration Stage Company)
Interim Statement of Stockholders' Equity
For the Period from Date of Inception on December 31, 2002 to March 31, 2006
(In U.S. Dollars)
Common Stock | |||||
Number of Shares | Amount | Additional Paid-In Capital | Deficit Accumulated During the Exploration Stage | Total | |
Issuance for cash at $0.001 per share | 6,000,000 | 6,000 | - | - | 6,000 |
Net loss for the year | - | - | - | (59,842) | (59,842) |
Balance December 31, 2003 | 6,000,000 | 6,000 | - | (59,842) | (53,842) |
Issuance for cash at $0.10 per share | 349,497 | 350 | 34,600 | - | 34,950 |
Net loss for the year | - | - | - | (23,226) | (23,226) |
Balance December 31, 2004 | 6,349,497 | 6,350 | 34,600 | (83,068) | (42,118) |
Issuance for cash at $0.10 per share | 1,400,000 | 1,400 | 138,600 | - | 140,000 |
Net loss for the year | - | - | - | (39,528) | (39,528) |
Balance December 31, 2005 | 7,749,497 | 7,750 | 173,200 | (122,596) | 58,354 |
Net loss for the period | (36,005) | (36,005) | |||
Balance March 31, 2006 | 7,749,497 | 7,750 | 173,200 | (158,601) | 22,349 |
The accompanying notes are an integral part of these interim financial statements
CAPITAL MINERAL INVESTORS, INC.
(An Exploration Stage Company)
Interim Statements of Cash Flows
(In U.S. Dollars)
Cumulative results of operations | Three Months Ended March 31, 2006 | Three Months Ended March 31, 2005 | ||||||||||
Operating Activities | ||||||||||||
Net loss | (158,601) | (36,005) | $ (3,924) | |||||||||
Items not representing an outlay of cash: | ||||||||||||
Depreciation Expense | 2,825 | 298 | 152 | |||||||||
Changes in operating assets and liabilities: | ||||||||||||
Prepaid expenses and deposit | (37,500) | (16,250) | ||||||||||
Accounts payable and accrued liabilities | 17,841 | 1,599 | 1,300 | |||||||||
(175,435) | (50,358) | (2,472) | ||||||||||
Financing Activities | ||||||||||||
Notes payable | 26,341 | - | - | |||||||||
Private placement subscription proceeds | 25,000 | 25,000 | - | |||||||||
Common stock subscribed | 180,950 | - | - | |||||||||
232,291 | 25,000 | - | ||||||||||
Investing Activities | ||||||||||||
Equipment purchases | (6,869) | - | (119) | |||||||||
Net Increase in Cash | 49,987 | (25,358) | (2,591) | |||||||||
Cash and equivalents, beginning of period | - | 75,345 | 8,123 | |||||||||
Cash and cash equivalents, end of year | $49,987 | $49,987 | $5,532 | |||||||||
Supplementary disclosure | ||||||
Interest paid | - |
|
| |||
Income taxes paid | - | - | - |
The accompanying notes are an integral part of these interim financial statements
CAPITAL MINERAL INVESTORS, INC.
(An Exploration Stage Company)
Notes to the Financial Statements
At March 31, 2006
(In U.S. Dollars)
Note 1. ORGANIZATION AND NATURE OF BUSINESS
(a) The Company was incorporated on December 31, 2002 under the Company Act of the State of Nevada, U.S.A., to pursue mineral exploration. The inception date is December 31, 2002. The fiscal year end of the Company is December 31.
The Company has been in the exploration stage since its inception date and has not yet realized any revenues from its operation.
(b) Going Concern
These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $158,601 as at March 31, 2006 and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. The continued operations of the Company and the recoverability of the carrying value of assets is dependent upon the ability of the Company to obtain necessary financing to fund future exploration activities and operations and ultimately to attain profitable operations. However, there are inherent uncertainties in mineral exploration and management cannot provide assurances that it will be successful in this endeavour.
The Company will depend almost exclusively on outside capital to fund exploration, development and administrative activities. Such outside capital will include proceeds from the issuance of equity securities. There can be no assurance that capital will be available as necessary to meet these requirements or, if the capital is available, that it will be on terms acceptable to the Company. The issuances of additional equity securities by the Company may result in a significant dilution in the equity interests of its current stockholders. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success may be adversely affected.
Given the Company's limited operating history, lack of revenue, and its operating losses, there can be no assurance that it will be able to achieve or maintain profitability.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
Exploration Stage Company
Capital Mineral Investors, Inc. is an exploration stage company as it does not have an established commercial deposit and is not in the production stage.
CAPITAL MINERAL INVESTORS, INC.
(An Exploration Stage Company)
At March 31, 2006
(In U.S. Dollars)
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on deposit and highly liquid short-term interest bearing securities with maturity at the date of purchase of three months or less.
Income Taxes
The Company utilizes the liability method of accounting for income taxes as set forth in SFAS No. 109 "Accounting for Income Taxes". Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized.
Basic and Diluted Loss per Common Share
As required by SFAS No. 128, Earnings per Share, basic loss per share is computed by dividing the loss for the period by the weighted average number of common stocks outstanding for the period. Diluted loss per share reflects the potential dilution of securities by including other potential common stock, including stock options and warrants, in the weighted average number of common shares outstanding for a period and is not presented where the effect is anti-dilutive. The presentation is only of basic loss per share as the effect of potential dilution of securities has no impact on the current period's basic loss per share.
Fair Value of Financial Instruments
In accordance with the requirements of SFAS No.107, "Disclosures about Fair Value of Financial Instruments", the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities including cash and cash equivalents, accounts payable and note payables, approximate carrying value due to the short-term maturity of the instruments.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents which are not collateralized. The Company limits its exposure to credit loss by placing its cash and cash equivalents with high credit quality financial institutions.
Long-lived assets
The Company has adopted SFAS No. 144 "Accounting for the impairment or disposal of long-lived assets." The Company recognizes an impairment loss only if the carrying amount of a long-lived asset is not recoverable from its expected undiscounted cash flows and measures an impairment loss as the difference between the carrying amount and fair value of the asset.
CAPITAL MINERAL INVESTORS, INC.
(An Exploration Stage Company)
At March 31, 2006
(In U.S. Dollars)
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Equipment
Equipment is stated at cost less accumulated depreciation. Depreciation is based on the declining balance basis at the following rates:
Computer - 30% per annum
Office equipment - 20% per annum
As at March 31, 2006, fixed assets and accumulated depreciation are as follows:
March 31, 2006 | Cost | Accumulated Depreciation | Net Book |
Office equipment | $1,658 | $616 | $1,042 |
Computer | 5,211 | 2,209 | 3,002 |
$6,869 | $2,825 | $4,044 |
|
| Accumulated Depreciation | Net Book |
Office equipment | $1,658 | $561 | $1,097 |
Computer | 5,211 | 1,966 | 3,245 |
$6,869 | $2,527 | $4,342 |
Foreign currency translation
The financial statements are presented in United States dollars. In accordance with Statement of Financial Accounting Standards No. 52, "Foreign Currency Translation", foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates that prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at the exchange rates prevailing on the transaction date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.
Stock-based Compensation
In December 2002, the Financial Accounting Standards Board ("FASB") issued Financial Accounting Standard No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure" ("SFAS No. 148"), an amendment of Financial Accounting Standard No.123 "Accounting for Stock-Based Compensation" ("SFAS No. 123"). The purpose of SFAS No. 148 is to: (1) provide alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation, (2) amend the disclosure provisions to require prominent disclosure about the effects on reported net income of an entity's accounting policy decisions with respect to stock-based employee compensation, and (3) to require disclosure of those effects in interim financial information.
CAPITAL MINERAL INVESTORS, INC.
(An Exploration Stage Company)
At March 31, 2006
(In U.S. Dollars)
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The Company has elected to account for stock-based employee compensation arrangements in accordance with the provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", ("APB No. 25") and comply with the disclosure provisions of SFAS No. 123 as amended by SFAS No. 148 as described above. In addition, in accordance with SFAS No. 123 the Company will apply the fair value method using the Black-Scholes option-pricing model in accounting for options granted to consultants. Under APB No. 25, compensation expense for employees is recognized based on the difference, if any, on the date of grant between the estimated fair value of the Company's stock and the amount an employee must pay to acquire the stock. Compensation expense is recognized immediately for past services and pro-rata for future services over the option-vesting period. To December 31, 2005, the Company has not granted any stock options.
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force ("EITF") in Issue No. 96-18. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18
The Company has also adopted the provisions of the FASB Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation - An Interpretation of APB Opinion No. 25 ("FIN 44"), which provides guidance as to certain applications of APB 25. FIN 44 is generally effective July 1, 2000 with the exception of certain events occurring after December 15, 1998.
Mineral interests
Mineral property acquisition costs are capitalized when incurred. In accordance with Emerging Task Force Issue 04-02, such costs are classified as tangible assets and are evaluated for impairment and written down as required.
Mineral property exploration and development costs are expensed as incurred until such time as economic reserves are quantified. To date the Company has not established any proven or probable reserves on its mineral properties. The Company has adopted the provisions of SFAS No. 143 "Accounting for Asset Retirement Obligations" which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment, or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. As at March 31, 2006, any potential costs relating to the retirement of the Company's mineral property interest has not yet been determined.
Environmental Costs
Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company's commitments to plan of action based on the then known facts.
CAPITAL MINERAL INVESTORS, INC.
(An Exploration Stage Company)
At March 31, 2006
(In U.S. Dollars)
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements
In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment", which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. A key provision of this statement is the requirement of a public entity to measure the cost of employee services received in exchange for an award of equity instruments (including stock options) based on the grant date fair value of the award. That cost will be recognized over the period during which an employee is required to provide service in exchange for the award (i.e., the requisite service period or vesting period). This standard becomes effective for the Company for the interim period beginning after December 15, 2005. Management is currently evaluating the impact of this standard on the Company's financial condition and results of operations.
In March 2005, the SEC staff issued Staff Accounting Bulletin ("SAB") No. 107, "Share based payment", to give guidance on the implementation of SFAS 123R. The Company will consider SAB No. 107 during implementation of SFAS No. 123R.
In March 2005, the FASB issued FASB Interpretation ("FIN") No. 47, "Accounting for Conditional Asset Retirement Obligations". Under the provisions of FIN No. 47, the term conditional asset retirement obligation as used in SFAS No. 143, "Accounting for Asset Retirement Obligations", refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity while the obligation to perform the asset retirement activity is unconditional. Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. The fair value of a liability for the conditional asset retirement obligation is required to be recognized when incurred-generally upon acquisition, construction, or development and/or through the norm al operation of the asset. The Company has adopted FIN No. 47 as of December 31, 2005. Adoption of this pronouncement did not have a significant effect on the 2005 financial statements, and management does not expect this pronouncement to have a significant effect on our future reported financial position or earnings.
In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140", to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", to permit fair value re-measurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the Impairment or Disposal of Long-Lived Assets", to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after Sep tember 15, 2006, with earlier application allowed. This standard is not expected to have a significant effect on the Company's future reported financial position or results of operations.
CAPITAL MINERAL INVESTORS, INC.
(An Exploration Stage Company)
At March 31, 2006
(In U.S. Dollars)
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent accounting pronouncements (Continued)
In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS No. 156 is eff ective for an entity's first fiscal year beginning after September 15, 2006. This standard is not expected to have a significant effect on the Company's future reported financial position or results of operations.
Note 3. MINERAL CLAIM
The Company is the beneficial owner of a 100% interest in two mineral claims in the Similkameen Mining Division located southwest of Kelowna, British Columbia, Canada. In order to maintain the claims the holder must either perform exploration work on the claim during the anniversary year or pay cash in lieu of such work. During the first three years of a claim's existence, the cash in lieu amount is US$3.40 (CDN$4.00) per unit with an additional US$0.34 (CDN$0.40) per unit as a recording fee. The cash in lieu amount increases to US$6.80 (CDN$8) per unit after the third year. Work performed must equal or exceed the minimum specified value per unit; and excess value of work in one year can be applied to cover work requirements on the claim for additional years. During the first three years, the Company must spend over US$2,475 (CDN$2,912) each year on exploration to keep the property in good standing. After the first three years the cost would be US$7,426 (CDN$8,736) per year.
Note 4. NOTES PAYABLE
Notes payable are due to certain of the Company's directors and officers. These notes are unsecured, non-interest bearing, and have no specific terms of repayment.
Note 5. CAPITAL STOCK
75,000,000 common shares with a par value of $0.001 per share.
On March 1, 2006, $25,000 was received as payment of Private Placement yet to be closed.
Note 6. INCOME TAXES
The Company has net operating loss carry forwards for income tax purposes amounting to approximately $183,000 ($122,000 - December 31, 2005), which may be available to reduce future years' taxable income. These carry forwards will expire, it not utilized by 2025. Management believes that the realization of the benefits from these losses appears uncertain due to the Company's limited operating history and continuing losses. Accordingly, a fully deferred tax asset valuation allowance has been provided and no deferred tax asset benefit has been recorded.
CAPITAL MINERAL INVESTORS, INC.
(An Exploration Stage Company)
At March 31, 2006
(In U.S. Dollars)
Note 7. CONTINGENCIES
The Company operates in the field of mineral exploration and is therefore subject to provincial and federal environmental regulations of Canada. Due to the diversity of these regulations, compliance at all times cannot be assured.
Note 8. RELATED PARTY TRANSACTIONS
The Company has received loans from directors and officers disclosed as notes payable in the balance sheet. These notes are non-interest bearing and have no fixed terms of repayment.
ITEM 2. Management's Discussion and Analysis or Plan of Operations.
Some discussions in this report include 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 report. 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 common stock was approved by NASD for trading on the OTC Bulletin Board on October 19, 2005. We must raise cash in order to implement our plan and stay in business.
To meet our needs for cash we raised $6,000 from our founders and $34,950 from our public offering filed with the Securities and Exchange Commission, which was effective September 26, 2003 (file number 333-105556). The public offering was completed on March 23, 2004. As we had not raised all of the money we needed from this offering, we had to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others. We have obtained demand loans of $51,340.73 from Jerry Dibble and Phil Derry, our officers, of which $25,000 was repaid in the quarter ended June 30, 2005. On May 3, 2005, we raised $140,000 through a private placement by issuing 1,400,000 shares of the Common Stock of the Company at the price of $0.10 per Share. A Form 8-K was filed with the Securities and Exchange Commission on May 3, 2005.
In 2005, when our existing mining claim (the "Hart Claim"), located in British Columbia expired, we asked Ian Casidy, a geological technician for Maverick Investment Corp., a British Columbia company, to re-stake in the same area while adding a new claim. The re-staked property consists of two claims, the Hart 1 and the Kerry claim. Since the property covers most of the old Hart property and adds the Kerry claim, which is adjacent to the old Hart property, we call these claims, collectively, the Hart Property. The claims were re-staked on December 28, 2005 on MT Online, the British Columbia government's website for computer staking. The claims are owned by Ian Casidy and are held in trust for the Company.
Ian Casidy, Geological Technician, carried out an exploration program in January 2006, including prospecting and a ground geophysical magnetometer survey. Approximately 65% of the Hart 1 claim was covered by the survey. It was intended to complete the ground magnetometer survey and carry out a VLF-EM survey, which had been planned but not completed due to adverse winter weather conditions in January 2006. The cost of the January 2006 program was $25,500.
Further exploration work will be undertaken on the Hart property to access its potential to host high grade gold mineralization within the quartz (+sulphide) veins and/or shear zones. The magnetometer survey should be completed to cover the western/northwestern portion of the property, which was incomplete due to adverse winter weather conditions in January 2006. We will also cover the property with the planned but not undertaken VLF survey on the same chain and compass grid of the ground magnetometer survey. Only cursory exploration has been done on the Hart property, which given its close proximity to the Siwash high-grade gold deposit should be undertaken. The showings on the Hart property indicate a similar geological model; mineralization at the Siwash Gold deposit (Almaden Minerals Ltd.) is hosted in thin quartz-sulphide veins that crosscut altered volcanic rocks. A number of zones on the Almaden controlled property contain sections of parallel veining.
The program of recommended exploration will be undertaken with the goal of creating targets to test by mechanical trenching and or drilling. Initial exploration activities (grid establishment, geological sampling, soil sampling, rock sampling, geophysical surveys and mechanical trenching where deemed appropriate) do not involve ground disturbance and will not require a work permit. Any follow-up large scale trenching and drilling will require permits and any applications for which should be submitted well in advance of the planned work program.
The recommended exploration program will be an evaluation of the Annie Oakley showings and also perform a geophysical survey in conjunction with prospecting and geological mapping. The geophysical survey will cover the area not completed by ground magnetometer geophysical survey in the winter of 2006 as well as completing a VLF geophysical survey on grid lines established by the magnetometer survey. To date this kind of property scale information has not been done on this property. The primary target is a precious metal vein-type mineralization and a second target would be a porphyry style of copper-molybdenum mineralization similar to the Brenda Mine given the presence of altered intrusive rocks on the property.
This recommended exploration program is expected to be completed in the summer of 2006 with a budget of $45,000. It will take approximately one month to complete.
We will be conducting research in connection with the exploration of the property. We are not going to buy or sell any plant or significant equipment. We do not expect a change in the number of our employees.
Limited Operating History-Need for Additional Cash
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 conduct research and exploration of the property before we start production on any minerals we may find. We are seeking equity financing to provide for the capital required to implement our research and exploration phases.
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, explore or expand our operations. Equity financing could result in additional dilution to existing stockholders.
Results of Operations
From Inception to March 31, 2006.
We acquired our mining interest on a property located in British Columbia and are commencing the research and exploration stage of our mining operations on the property at this time.
Since inception, we have used our common stock to raise $6,000 from our founders and further raised $34,950 through our public offering. We have also obtained demand loans totaling $51,340.73 less repaid of $25,000 for net amount of $26,340.73 from our officers and directors, for the property acquisition, for corporate expenses and to repay outstanding indebtedness, which includes legal fees and auditing fees. We have raised a further $140,000 through a private placement and paid back $25,000 to one of our officers as partial repayment of the loans from him to the Company. Net cash provided by financing activities from inception to March 31, 2006 was $207,291, as a result of proceeds received from subscriptions of shares of the Company of $180,950 and $26,341 net advances from related parties.
Liquidity and Capital Resources
As of March 31, 2006, we have yet to generate any revenues from our business operations.
We issued 6,000,000 founders shares on March 4, 2003. This was accounted for as capital of $6,000. We further raised $34,950 in 2004 though public offering. Shares of the public offering have been issued. As of March 31, 2006, there has been no direct or indirect payment from the proceeds of our public offering to any directors, officers, person owning 10% or more of our shares or anyone else, any affiliates of the Company or others. Since our inception, Mr. Dibble and Mr. Derry have advanced demand loans to us in the total sum of $51,340.73, which was used for organizational and start-up costs and the offering expenses and our public offering, legal fees and accountant's auditing fees. The loans do not bear interest and have not been paid as of the date hereof. Mr. Dibble and Mr. Derry agreed that except for the pre-paid offering expenses of this offering they will accept payment from us when the Company is able to pay back the demand loans.
On May 3, 2005 we raised $140,000 through a private placement and we paid back $25,000 to Mr. Derry as partial repayment of his loan to the Company. As of March 31, 2006 we had cash of $49,987 , accounts payable and accrued liabilities of $17,841, and loans from related parties of $26,341. As of March 31, 2006 we had net working capital of $18,305.
As of March 31, 2006, our total assets are $91,531, and our total liabilities are $69,182.
ITEM 3. Controls and Procedures
Based on their most recent evaluation, which was completed within 90 days of filing of this Form 10-QSB, the Company's chief executive officer and chief financial officer believe the Company's disclosure controls and procedures (as defined in Exchange Act Rule 13a-14 and 15d-14) are effective. There were not any significant changes in the Company's internal controls or no other facts that could significantly affect these controls subsequent to the date of this evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. The Company is presently unable to provide segregation of duties within the Company as a means of internal control. As a result, the Company is presently relying on overriding management reviews, and assistance from its board of directors in providing short-term review procedures until such time as additional funding is provided to hire additional executives to segregate duties within the Company.
Exhibit No. | Description |
3.1* | Articles of Incorporation |
3.2* | Bylaws |
4.1* | Specimen Stock Certificate |
4.2* | Promissory Note to Jerry Dibble for $8,483.50 |
4.3** | Promissory Note to Phil Derry for $17,857.23 |
10.1** | Hart 1 and Kerry Claims Letter of Trust |
10.3* | Deed |
31.1*** | Rule 13(a) - 14 (a)/15(d) - 14(a) Certifications |
32.1*** | Section 1350 Certifications |
*Filed as an Exhibit to the Company's Registration Statement on Form SB-2, dated May 23, 2003, and incorporated herein by this reference. | |
***Contained within this 10-QSB. | |
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: May 12, 2006
CAPITAL MINERAL INVESTORS, INC.
BY: /s/ "Jerry Dibble" |
BY: /s/ "Phil Derry" |
Rule 13(a) - 14(a)/15(d) - 14(a) Certifications
I, Jerry Dibble, certify that:
I have reviewed this quarterly report on Form 10-QSB of Capital Mineral Investors, Inc.
Based on my knowledge, this quarterly 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 quarterly report;
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respect the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
d) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
e) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
(Signature) | /s/ "Jerry Dibble" |
I, Phil Derry, certify that:
I have reviewed this quarterly report on Form 10-QSB of Capital Mineral Investors, Inc.
Based on my knowledge, this quarterly 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 quarterly report;
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respect the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
d) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
e) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
(Signature) | /s/ "Phil Derry" |
Section 1350 Certifications
CERTIFICATE OF CHIEF EXECUTIVE OFFICER
Pursuant to 18 U.S.C. Section 1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Jerry Dibble, a Director and President, who also performs the function of principal chief executive officer of Capital Mineral Investors, Inc., certify that the Quarterly Report on Form 10-QSB (the "Report") for the quarter ended September 30, 2005, filed with the Securities and Exchange Commission on the date hereof:
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
the information contained in the Report fairly presents in all material respects, the financial condition and results of operations of Capital Mineral Investors, Inc.
By: | /s/ "Jerry Dibble" |
A signed original of this written statement required by Section 906 has been provided to Capital Mineral Investors, Inc. and will be retained by Capital Mineral Investors, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Section 1350 Certifications
CERTIFICATE OF CHIEF FINANCIAL OFFICER
Pursuant to 18 U.S.C. Section 1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Phil Derry, a Director and Secretary, who also performs the function of Principal Financial Officer and Principal Accounting Officer of Capital Mineral Investors, Inc., certify that the Quarterly Report on Form 10-QSB (the "Report") for the quarter ended September 30, 2005, filed with the Securities and Exchange Commission on the date hereof:
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
the information contained in the Report fairly presents in all material respects, the financial condition and results of operations of Capital Mineral Investors, Inc.
By: | /s/ "Phil Derry" |
A signed original of this written statement required by Section 906 has been provided to Capital Mineral Investors, Inc. and will be retained by Capital Mineral Investors, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
