UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 2004
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 0-50542
GREEN MT. LABS., INC.
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(Exact name of small business issuer as specified in its charter)
NEVADA 82-0497807
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
\
56 West 400 South, Suite #220, Salt Lake City, Utah 84101
---------------------------------------------------------
(Address of principal executive offices)
(801) 322-3401
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [ ]
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.
Class Outstanding as of June 30, 2004
- ----------------------------- -------------------------------
Common Stock, $.001 par value 1,006,000
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
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TABLE OF CONTENTS
Heading Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements..................................................................... 3
Balance Sheets - June 30, 2004 (unaudited) and December 31, 2003.................... 4
Statements of Operations - three and six months ended June 30, 2004
and 2003 and the period from inception on July 12, 1983 to
June 30, 2004 (unaudited)......................................................... 6
Statements in Changes in Stockholders' Equity (Deficit) - for the period
July 12, 1983 to June 30, 2004 (unaudited)........................................ 7
Statements of Cash Flows - three and six months ended June 30, 2004
and 2003 and the period from inception on July 12, 1983 to
June 30, 2004 (unaudited)......................................................... 9
Notes to Financial Statements ...................................................... 11
Item 2. Management's Discussion and Analysis and Results of Operations........................... 12
Item 3. Controls and Procedures.................................................................. 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................................................ 13
Item 2. Changes in Securities and Use of Proceeds................................................ 13
Item 3. Defaults Upon Senior Securities.......................................................... 13
Item 4. Submission of Matters to a Vote of Securities Holders.................................... 14
Item 5. Other Information........................................................................ 14
Item 6. Exhibits and Reports on Form 8-K......................................................... 14
Signatures............................................................................... 15
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PART I
Item 1. Financial Statements
The accompanying unaudited balance sheets of Green Mt. Labs., Inc. at June
30, 2004 and December 31, 2003, related unaudited statements of operations,
stockholders' equity (deficit) and cash flows for the three and six months ended
June 30, 2004 and 2003 and the period July 12, 1983 (date of inception) to June
30, 2004, have been prepared by management in conformity with accounting
principles generally accepted in the United States. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature. Operating results for the period
ended June 30, 2004, are not necessarily indicative of the results that can be
expected for the fiscal year ending December 31, 2004.
GREEN MT. LABS., INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
June 30, 2004 and December 31, 2003
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GREEN MT. LABS, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
--------
June 30, December 31,
2004 2003
---------- ----------
(Unaudited)
CURRENT ASSETS
Cash $ -- $ --
----------- ----------
Total Current Assets -- --
----------- ----------
TOTAL ASSETS $ -- $ --
=========== ==========
The accompanying notes are an integral part of these financial statements.
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GREEN MT. LABS, INC.
(A Development Stage Company)
Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
June 30, December 31,
2004 2003
---------- ----------
(Unaudited)
CURRENT LIABILITIES
Accounts payable $ 3,856 $ 3,465
Accounts payable - related party 24,928 16,611
---------- ----------
Total Current Liabilities 28,784 20,076
---------- ----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock at: no par value;
50,000,000 shares authorized
1,006,000 shares issued and outstanding 13,800 13,800
Contributed capital 4,702 4,702
Deficit accumulated during the development stage (47,286) (38,578)
---------- ----------
Total Stockholders' Equity (Deficit) (28,784) (20,076)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT) $ -- $ --
========== ==========
The accompanying notes are an integral part of these financial statements.
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GREEN MT. LABS, INC.
(A Development Stage Company)
Statements of Operations
From
For the For the Inception on
Three Months Ended Six Months Ended uly 12, 1983
June 30, June 30, through
-------------------------- -------------------------- June 30,
2004 2003 2004 2003 2004
----------- ----------- ----------- ----------- -----------
REVENUES $ -- $ -- $ -- $ -- $ --
EXPENSES
General and
administrative 3,400 9,780 8,087 10,117 46,665
----------- ----------- ----------- ----------- -----------
Total Expenses 3,400 9,780 8,087 10,117 46,665
----------- ----------- ----------- ----------- -----------
NET OPERATING LOSS (3,400) (9,780) (8,087) (10,117) (46,665)
----------- ----------- ----------- ----------- -----------
OTHER EXPENSES
Interest expense (568) -- (621) -- (621)
----------- ----------- ----------- ----------- -----------
Total Other Expenses (568) -- (621) -- (621)
----------- ----------- ----------- ----------- -----------
NET LOSS $ (3,968) $ (9,780) $ (8,708) $ (10,117) $ (47,286)
=========== =========== =========== =========== ===========
BASIC NET LOSS PER SHARE $ (0.00) $ (0.01) $ (0.01) $ (0.01)
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 1,006,000 1,006,000 1,006,000 1,006,000
=========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
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GREEN MT. LABS, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From Inception on July 12,1983 through June 30, 2004
Deficit
Accumulated
During the
Common Stock Contributed Development
Shares Amount Capital Stage
--------- --------- --------- ---------
Balance at inception on
July 12, 1983 -- $ -- $ -- $ --
Common stock issued for
mining claims 1,000,000 7,500 -- --
Net loss from inception
on July 12, 1983 through
December 31, 1997 -- -- -- (8,710)
--------- --------- --------- ---------
Balance, December 31, 1997 1,000,000 7,500 -- (8,710)
Net Loss for the year ended
December 31, 1998 -- -- -- --
--------- --------- --------- ---------
Balance, December 31, 19988 1,000,000 7,500 -- (8,710)
Net Loss for the year ended
December 31, 1999 -- -- -- --
--------- --------- --------- ---------
Balance, December 31, 1999 1,000,000 7,500 -- (8,710)
Common stock issued for services,
September 11, 2000 6,000 6,300 -- --
Contributed capital -- -- 3,099 --
Net Loss for the year ended
December 31, 2000 -- -- -- (9,399)
--------- --------- --------- ---------
Balance, December 31, 2000 1,006,000 13,800 3,099 (18,109)
Contributed capital -- -- 993 --
Net loss for the year ended
December 31, 2001 -- -- -- (3,236)
--------- --------- --------- ---------
Balance,
December 31, 2001 1,006,000 $ 13,800 $ 4,092 $ (21,345)
--------- --------- --------- ---------
The accompanying notes are an integral part of these financial statements.
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GREEN MT. LABS, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
From Inception on July 12, 1983 through June 30, 2004
Deficit
Accumulated
During the
Common Stock Contributed Development
Shares Amount Capital Stage
--------- --------- --------- ---------
Balance, December 31, 2001 1,006,000 $ 13,800 $ 4,092 $ (21,345)
Net loss for the year ended
December 31, 2002 -- -- -- (2,789)
--------- --------- --------- ---------
Balance, December 31, 2002 1,006,000 13,800 4,092 (24,134)
Services contributed to the
company -- -- 610 --
Net loss for the year ended
December 31, 2003 -- -- -- (14,444)
--------- --------- --------- ---------
Balance December 31, 2003 1,006,000 13,800 4,702 (38,578)
Net loss for the six months
ended June 30, 2004 (unaudited) -- -- -- (8,708)
--------- --------- --------- ---------
Balance, June 30, 2004
(unaudited) 1,006,000 $ 13,800 $ 4,702 $ (47,286)
========= ========= ========= =========
The accompanying notes are an integral part of these financial statements.
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GREEN MT. LABS, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From
For the Inception on
Six Months Ended July 12,
June 30, 1983 Through
-------------------- June 30,
2004 2003 2004
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (8,708) $(10,117) $(47,286)
Adjustments to reconcile net
loss to net cash (used) by
operating activities:
Common stock issued for services -- -- 6,300
Impairment loss on mining claims -- -- 7,500
Changes in assets and
liabilities:
Increase in accounts payable 391 7,722 3,856
Increase in due to shareholder 8,317 2,395 24,928
-------- -------- --------
Net Cash Used in
Operating Activities -- -- (4,702)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES -- -- --
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Contribution of capital by
Shareholders -- -- 4,702
-------- -------- --------
Net Cash Provided by
Financing Activities -- -- 4,702
-------- -------- --------
NET INCREASE IN CASH -- -- --
-------- -------- --------
CASH AT BEGINNING OF PERIOD -- -- --
-------- -------- --------
CASH AT END OF PERIOD $ -- $ -- $ --
======== ======== ========
The accompanying notes are an integral part of these financial statements.
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GREEN MT. LABS, INC.
(A Development Stage Company)
Statements of Cash Flows (continued)
(Unaudited)
From
Inception on
For the July 12,
Six Months Ended 1983 Through
------------------------ June 30,
2004 2003 2004
---------- ---------- ------------
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
CASH PAID FOR:
Interest $ -- $ -- $ --
Income Taxes $ -- $ -- $ --
NON CASH FINANCING ACTIVITIES
Common stock issued for services $ -- $ -- $6,300
Common stock issued for mining claims $ -- $ -- $7,500
The accompanying notes are an integral part of these financial statements.
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GREEN MT. LABS, INC.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2004 and December 31, 2003
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly
the financial position, results and cash flows at June 30, 2004 and
2003 and for all periods presented have been made. Certain information
and footnote disclosures normally included in financial statements
prepared in accordance with accounts principles generally accepted in
the United States of America have been condensed or omitted. It is
suggested that these condensed financial statements be read in
conjunction with the financial statements and notes thereto included in
the Company's December 31, 2003 audited financial statements. The
results of operations for the periods ended June 30, 2004 and 2003 are
not necessarily indicative of the operating results for the full years.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using accounting
principles generally accepted in the United States of America
applicable to a going concern which contemplates the realization of
assets and liquidation of liabilities in the normal course of business.
The Company has not yet established an ongoing source of revenues
sufficient to cover its operating costs and allow it to continue as a
going concern. The ability of the Company to continue as a going
concern is dependent on the Company obtaining adequate capital to fund
operating losses until it becomes profitable. If the Company is unable
to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among
other things, additional capital resources. Management's plans to
obtain such resources for the Company include (1) obtaining capital
from management and significant shareholders sufficient to meet its
minimal operating expenses, and (2) seeking out and completing a merger
or transaction with an existing operating company. However, management
cannot provide any assurances that the Company will be successful in
accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent
upon its ability to successfully accomplish the plans described in the
preceding paragraph and eventually secure other sources of financing
and attain profitable operations. The accompanying financial statements
do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.
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Item 2. Management's Discussion and Analysis or Plan of Operations
The following information should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this Form 10-QSB.
We are considered a development stage company with no assets or capital and
with no material operations or income. Ongoing expense, including the costs
associated with the preparation and filing of our registration statement and
periodic reports are being paid for by advances from shareholders, which are
evidenced in our financial statements as accounts payable-related party. It is
anticipated that we will require only nominal capital to maintain our corporate
viability and necessary funds will most likely be provided by our officers and
directors in the immediate future. However, unless we are able to facilitate an
acquisition of or merger with an operating business or are able to obtain
significant outside financing, there is substantial doubt about our ability to
continue as a going concern.
Results of Operations
We incurred a loss of $3,968 and $8,708 during the three and six month
periods ended June 30, 2004, respectively, compared to a loss of $9,780 and
$10,177 during the respective comparable 2003 periods. The decreases was due to
the majority of legal and accounting costs associated with the preparation and
filing with the SEC of our Form 10-SB registration statement being incurred
during the 2003 periods.
Liquidity and Capital Resources
During the six months ended June 30, 2004, our expenses were paid by a
shareholder. We expect to continue to rely on the shareholder to pay our
expenses, because we have no cash reserves or sources of revenues, until such
time that we complete a merger with or acquisition of an existing, operating
company. There is no assurance that we will complete such a merger or
acquisition or that the shareholder will continue indefinitely to pay our
expenses.
In the opinion of management, inflation has not and will not have a
material effect on our operations until such time as we successfully completes
an acquisition or merger. At that time, management will evaluate the possible
effects of inflation on our business and operations.
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Plan of Operation
During the next 12 months, we intend to actively seek out and investigate
possible business opportunities for the purpose of possibly acquiring or merging
with one or more business ventures. We do not intend to limit our search to any
particular industry or type of business.
Because we lack funds, it may be necessary for our officers and directors
to either advance funds or to accrue expenses until such time as a successful
business consolidation can be made. Management intends to hold expenses to a
minimum and to obtain services on a contingency basis when possible. Further,
our directors will defer any compensation until such time as an acquisition or
merger can be accomplished and will strive to have the business opportunity
provide their remuneration. However, if we engage outside advisors or
consultants in our search for business opportunities, it may be necessary to
attempt to raise additional funds. As of the date hereof, we have not made any
arrangements or definitive agreements to use outside advisors or consultants or
to raise any capital.
In the event we need to raise capital, most likely the only method
available to us would be the private sale of our securities. Because we are a
development stage company, it is unlikely that we could make a public sale of
securities or be able to borrow any significant sum from either a commercial or
private lender. There can be no assurance that we will be able to obtain
additional funding when and if needed, or that such funding, if available, can
be obtained on acceptable terms.
We do not intend to use any employees, with the possible exception of
part-time clerical assistance on an as-needed basis. Outside advisors or
consultants will be used only if they can be obtained for minimal cost or on a
deferred payment basis. Management is confident that it will be able to operate
in this manner and to continue their search for business opportunities during
the next twelve months. Management further believes that we will not have to
make any equipment purchases in the immediate future.
Net Operating Loss
We have accumulated approximately $31,000 of net operating loss
carryforwards as of December 31, 2003. This loss carry forward may be offset
against taxable income and income taxes in future years and expires in the year
2023. The use of these losses to reduce future income taxes will depend on the
generation of sufficient taxable income prior to the expiration of the net
operating loss carryforwards. In the event of certain changes in control, there
will be an annual limitation on the amount of net operating loss carryforwards
which can be used. No tax benefit has been reported in the financial statements
for the year ended December 31, 2003 because it has been fully offset by a
valuation reserve. The use of future tax benefit is undeterminable because we
presently have no operations.
Forward-Looking and Cautionary Statements
This report contains certain forward-looking statements. These statements
relate to future events or our future performance and involve known and unknown
risks and uncertainties. Actual results may differ substantially from such
forward-looking statements, including, but not limited to, the following:
o our ability to search for an appropriate business opportunity and
to subsequently acquire or merge with such entity;
o our ability to meet our cash and working capital needs;
o our ability to maintain our corporate existence as a viable
entity; and
o other risks detailed in our periodic report filings with the SEC.
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In some cases, you can identify forward-looking statements by terminology
such as "may," "will" "should," "expects," "intends," "plans," "anticipates,"
"believes," "estimates," "predicts," "potential," "continue," or the negative of
these terms or other comparable terminology.
These statements are only predictions. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements.
Item 3. Controls and Procedures.
As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of management,
including our chief executive officer and principal financial officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934. Based upon that evaluation, our chief executive officer
and principal financial officer concluded that our disclosure controls and
procedures are effective to cause the material information required to be
disclosed by us in the reports that we file or submit under the Exchange Act to
be recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms. There have been no significant changes
in our internal controls or in other factors which could significantly affect
internal controls subsequent to the date we carried out our evaluation.
PART II
Item 1. Legal Proceedings
There are no material pending legal proceedings to which we are a party or
to which any of our property is subject and, to the best of our knowledge, no
such actions against us are contemplated or threatened.
Item 2. Changes In Securities and Use of Proceeds
This Item is not applicable.
Item 3. Defaults Upon Senior Securities
This Item is not applicable.
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Item 4. Submission of Matters to a Vote of Security Holders
This Item is not applicable.
Item 5. Other Information
On April 1, 2004, our board of director accepted the resignation of David
Miller, our President, C.E.O. and director. Mr. Miller resigned for personal
reasons. In response to Mr. Miller's resignation, the remaining board members
designated Geoff Williams to assume the offices of President and C.E.O. In order
to fill the vacancy on the board created by Mr. Miller's resignation, the board
then appointed Jim Ruzicka as a new director and designated Mr. Ruzicka as the
corporate Secretary. Mr. Ruzicka's resume follows.
Jim Ruzicka. From May 2002 to the present, he has been a consultant and
general manager of American Natural Technoloy Sciences, producer of the
Mitigator sting and bite treatment. Mr. Ruzicka owned and operated from 1980 to
2001, Budget Lodging, a property management company located in Park City, Utah.
From 1963 to 1980, Mr. Ruzicka owned and operated a chain of seven restaurants
in Chicago, Illinois. Also, since 1978, he has sold real estate and owned and
managed several commercial buildings and apartments. Mr. Ruzicka attended Aurora
College in Aurora, Illinois.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 31.1 Certification of C.E.O. Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
Exhibit 31.2 Certification of Principal Accounting Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
Exhibit 32.1 Certification of C.E.O. Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
Exhibit 32.2 Certification of Principal Accounting Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
(b) Reports on Form 8-K
No report on Form 8-K was filed during the three month period ended June
30, 2004.
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
GREEN MT. LABS., INC.
Date: August 19, 2004 By: /S/ GEOFF WILLIAMS
------------------------------------
Geoff Williams
President, C.E.O. and Director
(Principal Accounting Officer)
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