U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
X : Quarterly report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended April 30, 1997.
__: Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] for the transition period
from _________ to _________.
Commission File No: 0-25798
HERITAGE MINES, LTD.
(Name of small business in its charter)
Colorado 84-1293168
(State or other (IRS Employer ID. No.)
jurisdiction of Incorporation)
1199 Main Avenue, Ste. 221
Durango, Colorado
81301
(Address of Principal Office) Zip Code
Issuer's telephone number: (970) 385-0374
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act 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 issuers involved in bankruptcy proceedings during
the past five years
Check whether the issuer has 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. Yes ____
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. 6,487,172 shares
as of June 15, 1997.
Transitional Small Business Disclosure
Format (Check one):
Yes ____ No X
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
(a) Consolidated financial statements for Heritage Mines, Ltd.
as and for the quarter ending April 30, 1997, and the comparable
period of the preceding fiscal year.
CONSOLIDATED FINANCIAL STATEMENTS
(A Development Stage Company)
HERITAGE MINES, LTD.
Quarter ended April 30, 1997
HERITAGE MINES, LTD.
(A Development Stage Company)
Consolidated Balance Sheet
Consolidated Statement of Operations
Consolidated Statement of Cash Flows
Notes to Consolidated Financial Statements
HERITAGE MINES, LTD.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
(Unaudited)
April 30, April 30,
1997 1996
ASSETS
CURRENT ASSETS
Cash and cash equivalents 3,279 106,448
Other current assets 3,521 14,053
Total Current Assets 6,800 120,501
PROPERTY, PLANT,
EQUIPMENT AND MINE
DEVELOPMENT COSTS,
NET 2,083,324 1,247,978
OTHER ASSETS
Other Assets 64,848 60,338
Total other assets 64,848 60,338
Total Assets 2,154,972 1,428,817
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable 227,151 2,750
Accrued liabilities 105,342 204,719
Notes payable 741,564 86,640
Notes and advances to
stockholders and
related parties 50,000 0
Accrued interest 41,244 7,634
Total current liabilities 1,165,301 301,743
STOCKHOLDERS' EQUITY
(DEFICIT)
Common Stock 26,230 221,514
Additional paid-in
capital 2,888,157 1,663,413
Deficit accumulated
during the
development stage (1,924,716) (757,853)
TOTAL STOCKHOLDERS'
EQUITY (DEFICIT) 989,671 1,127,074
TOTAL LIABILITIES
AND STOCKHOLDERS'
EQUITY (DEFICIT) 2,154,972 1,428,817
See accompanying notes to consolidated financial statements.
HERITAGE MINES, LTD.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS
Period from
Three Months Three Months Inception
Ended Ended (May 14, 1992)
April 30 April 30 through
1997 1996 April 30, 1997
REVENUES
Operating Revenue 3,536 56,806
Total Revenues 3,536 0 56,806
OPERATING COSTS
General and
Administrative 205,367 303,070 1,995,894
Depreciation 17,327 12,036 168,995
Total operating
costs 222,694 315,106 2,164,889
Loss from
Operations (219,158) (315,106) (2,108,083)
OTHER INCOME (EXPENSE)
Interest expense, net (17,445) (8,550) (53,843)
Other Expense 0 (125,000) 237,210
Total Other Income
(Expense) (17,445) (133,550) 183,367
NET LOSS (236,603) (448,656) (1,924,716)
NET LOSS
PER SHARE (0.02) (0.07) (0.85)
WEIGHTED
AVERAGE
COMMON
SHARES 10,485,401 6,783,578 2,257,762
See accompanying notes to consolidated financial statements.
HERITAGE MINES, LTD.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Period from
Quarter Quarter Inception
Ended Ended (May 14, 1992)
April 30 April 30 through
1997 1996 April 30, 1996
CASH FLOWS FROM
OPERATING
ACTIVITIES:
Net Loss (236,603) (448,657) (1,924,716)
Adjustments to reconcile net loss to cash used
in operating activities:
Depreciation 17,327 12,036 168,995
Stock issued
for services 0 0 25,045
Stockholders' compensation
contributed to
capital 131,600
Changes in assets and liabilities
Other current assets 4,734 9,548 (3,521)
Other assets (4,510) 0 (22,390)
Accounts payable 1,230 2,750 227,151
Accrued liabilities 43,477 54,198 105,342
Accrued interest 16,949 7,672 88,542
Net cash and cash equivalents provided (used) by
operating activities (157,396) (362,453) (1,203,952)
CASH FLOWS FROM
INVESTING
ACTIVITIES:
Purchase of property
and equipment (7,000) (65,730) (201,798)
Mine development
costs (18,365) (152,235) (1,241,739)
Construction in
progress (13,747) (16,001) (297,719)
Deposits 0 3,000 (7,458)
Mining Claims (20,000)
Other Investments 0 0 0
Net cash and cash equivalents provided (used) by
investing activities (39,112) (230,966) (1,768,714)
CASH FLOWS FROM
FINANCING
ACTIVITIES:
Issuance of common
stock for cash 50,000 0 794,475
Proceeds from notes
payable to related
parties 0 676,323 1,090,000
Proceeds from notes
payable 150,000 0 811,640
Advances from
related parties 280,000
Repayment of notes
payable (1,291) (50,170)
Net cash and cash equivalents provided (used) by
financing activities 198,709 676,323 2,925,945
NET INCREASE
(DECREASE) IN
CASH AND CASH
EQUIVALENTS 2,201 82,904 3,279
CASH AND CASH
EQUIVALENTS,
BEGINNING OF
YEAR 1,078 23,543 0
CASH AND CASH
EQUIVALENTS,
END OF YEAR 3,279 106,447 3,279
See accompanying notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS:
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
HERITAGE MINES, LTD.
Heritage Mines, Ltd., formerly known as Alchemy Equities, Ltd.
("the Company" or "Heritage") was incorporated under the laws of
the State of Colorado on January 19, 1995. On March 6, 1996,
Heritage Mines, Ltd. acquired all the outstanding shares of Heritage
Gold Mines, Inc. Since Heritage Mines, Ltd. was a non-operating
shell, and considering that the former stockholders of Heritage Gold
Mines, Inc. control Heritage Mines, Ltd. after the acquisition, this
business combination was accounted for as a reverse acquisition.
Prior to its merger with Heritage Gold Mines, Inc., Heritage Mines,
Ltd. had no full time employees, owned no real property and was
formed for the purpose of seeking out business opportunities. Under
the purchase method, the $125,000 goodwill generated by the alloca-
tion of the purchase price (mainly acquisition expenses) was complete-
ly amortized and is included in general and administrative expenses.
HERITAGE GOLD MINES, INC.
WAZCO, Inc. ("WAZCO"), GWZ Management Company, Inc.
("GWZ"), and Heritage Gold Mines, Inc. ("Heritage Gold Mines") (A
Development Stage Company) were incorporated on May 14, 1992,
April 26, 1993, and July 21, 1995, respectively, under the laws of the
State of Nevada.
In connection with the merger with Heritage Mines, Ltd., Heritage
Gold Mines acquired 100% of the stock of WAZCO and GWZ from
the common stockholders, and several notes payable to stockholders
and related parties were contributed to capital (the "Reorganization")
(Note 6). The exchange of shares between the companies under
common control was accounted for as if the combination was a pool-
ing of interest.
DESCRIPTION OF BUSINESS
The Company is developing the business to mine, mill and refine gold
ore from its own claims and deposits for sale as 80% fine dore gold
bars and 99.99% pure gold bullion.
Once in production, the 80% fine dore gold bars will be recovered
and refined by the Company from its own free gold on site. The
concentrates, after the free gold and the Company production of 80%
fine dore gold bars, will be further refined under contract with outside
independent processors and refiners into 99.99% pure gold bullion
bars, which are then sold by the Company throughout recognized
outlets into the readily available domestic and international gold
market.
DEVELOPMENT STAGE
From its inception (considered to be May 14, 1992 for the purpose of
these consolidated financial statements), to April 30, 1997, the Com-
pany was in the development stage. The Company has concentrated
its activities to acquire, explore, claim and permit mineral properties,
acquire, repair, retrofit and bring mining equipment to its intended
use, develop the mineral properties to get them ready for operations
and to raise capital to finance the activities described above. From
inception through April 30, 1997, there have been no active mining
operations, although small test runs generated minimal revenues at the
end of the 1997 fiscal year.
GOING CONCERN
The Company has incurred operating losses from inception through
April 30, 1997, has an accumulated deficit of $1,924,716, and nega-
tive working capital of $1,158,501. During the quarter ended April
30, 1997, the Company's operations used $157,396 of cash, and the
Company used $39,112 of cash in investing activities. The Compa-
ny's cash was provided from stock issuances and notes from related
parties and others. Management expects that the Company's cash
expenditures for the fiscal year ended January 1, 1998, will not be
less than $1,000,000. Larger expenditures may be incurred based on
the Company's development project opportunities, and available cash
resources from operating cash flow and/or from additional financing.
The Company is in the process of raising between $500,000 and
$1,000,000 through a private placement of convertible debt securities
(Note 10). Management believes that the funds raised will allow the
Company to start revenue generating operations within the year.
However, there can be no assurance such funds will be raised or will
be sufficient to support profitable operations and additional financing
may be necessary. No adjustments have been made to the accompa-
nying financial statements to provide for this uncertainty.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Heritage
Mines, Ltd., and Heritage Gold Mines and its wholly owned subsid-
iaries, GWZ and WAZCO. All significant intercompany balances and
transactions have been eliminated.
MANAGEMENT'S ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabili-
ties and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expens-
es during the reporting period. Actual results could differ from those
estimates.
CASH AND CASH EQUIVALENTS AND SUPPLEMENTAL
CASH FLOW INFORMATION
Cash and cash equivalents consist of all cash balances and highly
liquid investments with a maturity of three months or less.
Income taxes and interest paid for all periods presented was immateri-
al.
FAIR VALUE OF FINANCIAL STATEMENTS
The carrying value of financial instruments included in current assets
and liabilities approximates fair value because of the short maturity of
these items. The carrying value of notes payable and long-term debt
approximates fair value since these instruments bear rates consistent
with current market interest rates.
INVENTORIES
Ore and in-process inventories and materials and supplies are stated at
the lower of average cost or net realizable value. Precious metals are
stated at market value. Since there were no active operations, there
was no such inventory at April 30, 1997.
PROPERTY, PLANT, EQUIPMENT AND MINE DEVELOPMENT
COSTS
Expenditures for new property, plant and equipment or expenditures
which extend the useful lives of existing property, plant and equip-
ment are capitalized and depreciated using the straight-line method at
rates sufficient to depreciate such costs over their estimated productive
lives, which range from five to ten years.
Mineral exploration costs are expensed as incurred. When it has been
determined that a mineral property can be economically developed,
the costs incurred to develop such property, including the costs to
further delineate the ore body and remove overburden to initially
expose the ore body, are capitalized. Such costs and estimated future
development costs will be amortized using a unit-of-production meth-
od over the estimated life of the ore body. No amortization was
recorded for all years presented as there have been no active mining
operations from inception to April 30, 1997.
3. PROPERTY, PLANT, EQUIPMENT AND MINE DEVEL-
OPMENT AND MINING CLAIMS.
The Company's facilities, deposits, and claims are located in the
Knownothing Creek Mining District at the Forks of Salmon in North-
ern California. The Company pays annual fees of a nominal amount
to the Federal Bureau of Land Management for the rights to use such
land to develop and extract minerals. At April 30, 1997, there are
thirty-one claims in various stages of exploration and development,
valued at cost of $35,000.
Mine development costs are capitalized to the extent they are recover-
able from future mining operations, assuming the Company will
continue as a going concern. Such analysis of cost recovery is based
on estimated ore reserves that are considered to be economically
recoverable. Because of the inherent uncertainties surrounding the
determination of such estimates, it is at least reasonably possible that
estimated reserves may change in the near future and, as a result, the
mine development costs may not be entirely recoverable.
Construction in progress consists of a mill and its ancillary facilities,
which are connected by Company-improved roads to various claims
and operational mining locations. The mill operation includes crush-
ing, grinding, separation shaker screen and concentration equipment,
and a furnace house, saw mill house, and dynamite storage house.
4. SUBSEQUENT EVENTS
1. LEASE COMMITMENT
The Company plans to move its corporate headquarters to Durango,
Colorado and, in May 1997, signed a sixty month operating lease with
base monthly rental payments of approximately $2,975 per month.
2. SHARE REDEMPTION
On or about May 31, 1997, the Company completed the repurchase of
4,034,896 of its previously issued and outstanding shares, thereby
reducing the total shares outstanding to 6,487,172. The shares were
repurchased through issuance of conditional promissory notes.
ITEM 1(b) - Exhibit 27: Financial Data Schedule
There have been no reports on Form 8-K for the quarter
ending April 30, 1997.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
PLAN OF OPERATIONS. The long-term goal of the Compa-
ny is to become a self-sustaining medium sized precious metals
exploration and mining company with a solid foundation of credible
reserves which can be developed and produced at costs which are in
the lowest quartile of industry averages. In order to work towards
this goal, the plan of operations of the Company for the next twelve
months includes hiring experienced management personnel, comple-
tion of the sale of at least a minimum of $500,000 of convertible
debentures on or before July 27, 1997, relocation of its offices to
Durango, Colorado, acquisition of interests in one or more additional
mining properties, completion of a secondary financing of between
$10,000,000 and $15,000,000 to provide funds needed for exploration
and development of its properties, and reaching a sustaining level of
cash flow from limited production on one or more of its properties.
There is no assurance that the Company will be able to complete any
of the elements of its plan of operations.
As of March 1, 1997, the Company hired Gregory B. Sparks
as its new Chief Executive Officer.
As of April 28, 1997 the Company commenced a private
placement offering of convertible debentures intended to raise between
$500,000 and $1,000,000 of bridge financing. The proceeds of this
offering will be allocated to payment of all outstanding trade payables,
providing cash resources necessary to enable the Company to proceed
with acquisition of certain additional properties, and working capital
needed to enable the Company to hire additional key personnel,
relocate its corporate office, establish needed business systems, and
generally prepare itself for a secondary offering or other financing
arrangement intended to provide the funds needed to explore and
develop the Bowerman Project and any additional properties it may
acquire.
There is no assurance as to when or whether the Company will
realize any net proceeds from its offering of convertible debentures.
However, unless the Company receives at least a portion of the
anticipated net proceeds of the offering, or funds from some other
source, within the reasonably near future, it will not be able to pro-
ceed with further activities related to the implementation of its busi-
ness plan. These factors raise substantial doubt about the Company's
ability to continue as a going concern and notes to the financial
statements include an explanatory paragraph indicating that the Comp-
any's financial statements have been prepared assuming the Company
will continue as a going concern, and that no adjustments were made
in the financial statements for this uncertainty.
On or about May 31, 1997, the Company completed the
repurchase of a total of 4,034,896 shares of its common stock from a
group of its founding shareholders, thereby reducing the number of
issued and outstanding shares from 10,522,068 to 6,487,172. The
repurchase was completed in exchange for issuance of conditional
promissory notes.
The notes are convertible at any time, at the option of the
Company into newly issued shares of common stock. To the extent
not converted by the Company, the notes are payable at the rate of
$2.00 per share purchased for each 500,000 ounces of prov-
en/probable gold reserves discovered on the Bowerman Project within
a period of 5 years. No payments are due under the notes unless a
minimum of 500,000 ounces of proven/probable gold reserves are
discovered on the Bowerman Project within 5 years from the date of
repurchase of the shares.
The purpose of the share roll-back plan was to reduce the
number of currently issued and outstanding shares of the Company in
order to enhance the value of shares acquired by new investors in the
Company.
On March 26, 1997, the Company signed a letter of intent
with Black Diamond Mining, Inc., concerning acquisition of an
interest in a property known as the Lelan-Dividend Project located in
Yavapai County, Arizona. Pursuant to the terms of the letter of
intent, the Company will have 90 days after placing a $50,000 deposit
in escrow, to conduct due diligence on the property. At its election
on or before the expiration of the option period, the Company will
have the right to purchase a 70% joint venture interest in the property
by paying an additional $200,000. Thereafter, upon completion of
exploration and bankable feasibility analysis, Black Diamond Mining,
Inc., will have a 60 day option to convert its 30% joint venture
interest into common shares of the Company in accordance with a
formula which effectively exchanges shares to be issued at the then
current stock price for minable reserves valued at $30 per prov-
en/probable ounce.
The Company is also engaged in preliminary discussions
regarding the possibility of acquiring interests in two additional
properties. As of June 15, 1997, the Company had not executed
letters of intent or taken any other formal actions with respect to such
potential acquisitions.
This report contains various forward-looking statements that
are based on the Company's beliefs as well as assumptions made by
and information currently available to the Company. When used in
this report, the words "believe," "expect," "anticipate," "estimate"
and similar expressions are intended to identify forward-looking
statements. Such statements may include statements regarding re-
serves, resources, mineralized material or deposits, mining methods,
political and related matters, planned levels of exploration, and the
like, and are subject to certain risks, uncertainties and assumptions
which could cause actual results to differ materially from projections
or estimates contained herein. Factors which could cause actual
results to differ materially include, among others, unanticipated grade,
geological, metallurgical, processing or other problems, conclusions
of feasibility studies, changes in project parameters as plans continue
to be refined, the timing of receipt of governmental permits, results of
current or planned exploration activities, environmental costs and
risks, changes in the gold price, and the like. Should one or more of
these risks or uncertainties materialize, or should underlying assump-
tions prove incorrect, actual results may vary materially from those
anticipated, estimated or projected. The Company cautions against
placing undue reliance on forward-looking statements all of which
speak only as of the date made.
Signatures
In accordance with the requirements of the Exchange Act, the regis-
trant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Heritage Mines, Ltd.
(Registrant)
By: /s/
Gregory B. Sparks
President, CEO and Director
Date: June 16, 1997
By: /s/
Mark Gavard
Executive Vice President & Director
Date: June 16, 1997
By: /s/
Robert E. Newberry
Senior Vice President and Secretary
Date: June 16, 1997
By: /s/
Douglas L. Drumwright
CFO & Director
Date: June 16, 1997