UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[xx] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
Commission file Number: 000-30658
GEOALERT INC.
(formerly Corbett Lake Minerals, Inc.)
(Exact name of small business issuer as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
91-2008331
(I.R.S. Employer Identification Number)
Suite 8, 1545 West 14th Street
Vancouver, British Columbia
V2J 1J5
(Address of principal executive offices)
(604)681-9588
(Issuer's telephone number)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 11,500,000 common shares
as at March 31, 2001
Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ]
GEOALERT INC.
(formerly Corbett Lake Minerals, Inc.)
INDEX
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements ............................................... 3
Balance Sheets as of March 31, 2001 and December 31, 2000 .......... 4
Statements of Operations for the periods ended
March 31, 2001 and March 31, 2000 .................................. 5
Consolidated Statements of Changes in Stockholders' Equity ......... 6
Statements of Cash Flows for the periods ended
March 31, 2001 and March 31, 2000 .................................. 7
Notes to Consolidated Financial Statements ......................... 8
Item 2 Plan of Operation .................................................. 12
PART II. OTHER INFORMATION
Item 1 Legal Proceedings .................................................. 12
Item 2 Changes in Securities .............................................. 12
Item 3 Defaults Upon Senior Securities .................................... 12
Item 4 Submission of Matters to a Vote of Security Holders ................ 12
Item 5 Other Information .................................................. 12
Item 6 Exhibits and Reports on Form 8K .................................... 13
SIGNATURES ........................................................................... 13
2
GEOALERT, INC.
(FORMERLY CORBETT LAKE MINERALS, INC.)
(AN EXPLORATION STAGE COMPANY)
FINANCIAL STATEMENTS
(EXPRESSED IN UNITED STATES DOLLARS)
(UNAUDITED)
MARCH 31, 2001
3
GEOALERT, INC.
(formerly Corbett Lake Minerals, Inc.)
(An Exploration Stage Company)
BALANCE SHEETS
(Expressed in United States Dollars)
(Unaudited)
==============================================================================================================
March 31 December 31,
2001 2000
- --------------------------------------------------------------------------------------------------------------
ASSETS
CURRENT
Cash and cash equivalents $ -- $ 1,496
==============================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT
Accounts payable and accrued liabilities $ 1,000 $ 9,746
--------------- ---------------
STOCKHOLDERS' EQUITY
Capital stock (Note 5)
Authorized
200,000,000 common shares, par value of $0.001
Issued and outstanding
December 31, 2000 - 12,000,000 common shares
March 31, 2001 - 11,500,000 common shares 11,500 12,000
Additional paid-in capital 53,750 45,000
Deficit accumulated during the exploration stage (66,250) (65,250)
--------------- ---------------
Total stockholders' equity (1,000) (8,250)
--------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ -- $ 1,496
==============================================================================================================
HISTORY AND ORGANIZATION OF THE COMPANY (Note 1)
GOING CONCERN (Note 2)
On behalf of the Board of Directors:
/s/ Jason John
- ----------------------------
Jason John, Director
The accompanying notes are an integral part of these financial statements.
4
GEOALERT, INC.
(formerly Corbett Lake Minerals, Inc.)
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Expressed in United States Dollars)
(Unaudited)
===========================================================================================================
Cumulative
Amounts from
Incorporation
on March 3, Three Month Three Month
1999 to Period Ended Period Ended
March 31, March 31, March 31,
2001 2001 2000
- -----------------------------------------------------------------------------------------------------------
EXPENSES
Incorporation costs $ 640 $ -- $ --
Filing and transfer agent fees 2,226 -- 1,486
Legal and audit fees 35,503 1,000 --
Management fees 15,000 -- --
Mineral property acquisition costs 12,881 -- --
--------------- --------------- -----------------
LOSS FOR THE PERIOD $ (66,250) $ (1,000) $ (1,486)
===========================================================================================================
BASIC AND DILUTED LOSS PER SHARE $ (0.01) $ (0.01)
===========================================================================================================
WEIGHTED AVERAGE SHARES OUTSTANDING 11,988,888 11,988,888
===========================================================================================================
The accompanying notes are an integral part of these financial statements.
5
GEOALERT, INC.
(formerly Corbett Lake Minerals, Inc.)
(An Exploration Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Expressed in United States Dollars)
(Unaudited)
====================================================================================================================================
Deficit
Accumulated
Common Stock Additional During the
----------------------------- Paid-in Exploration
Shares Amount Capital Stage Total
- ------------------------------------------------------------------------------------------------------------------------------------
INCEPTION, MARCH 3, 1999 -- $ -- $ -- $ -- $ --
Shares issued for cash 12,000,000 12,000 45,000 -- 57,000
Loss for the period -- -- -- (35,153) (35,153)
----------- ----------- ----------- ----------- -----------
BALANCE, DECEMBER 31, 1999 12,000,000 12,000 45,000 (35,153) 21,847
Loss for the year -- -- -- (30,097) (30,097)
----------- ----------- ----------- ----------- -----------
BALANCE, DECEMBER 31, 2000 12,000,000 $ 12,000 $ 45,000 $ (65,250) $ (8,250)
Cancellation of shares (500,000) (500) 500 -- --
Shareholder capital contribution -- -- 8,250 -- 8,250
Loss for the period -- -- -- (1,000) (1,000)
----------- ----------- ----------- ----------- -----------
BALANCE, MARCH 31, 2001 11,500,000 $ 11,500 $ 53,750 $ (66,250) $ (1,000)
====================================================================================================================================
The accompanying notes are an integral part of these financial statements.
6
GEOALERT, INC.
(formerly Corbett Lake Minerals, Inc.)
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Expressed in United States Dollars)
(Unaudited)
====================================================================================================================================
Cumulative
Amounts from
Incorporation
on March 3, Three Month Three Month
1999 to Period Ended Period Ended
March 31, March 31, March 31,
2001 2001 2000
- ------------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the year $(66,250) $ (1,000) $ (1,486)
Change in other operating assets and liabilities:
Expenses paid by related entity on behalf of the Company 8,250 8,250 --
Increase (decrease) in accounts payable and accrued liabilities 1,000 (8,746) (8,579)
-------- -------- --------
Net cash used in operating activities (57,000) (1,496) (10,065)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities -- -- --
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of capital stock for cash 57,000 -- --
-------- -------- --------
Net cash provided by financing activities 57,000 -- --
-------- -------- --------
CHANGE IN CASH AND CASH EQUIVALENTS DURING THE PERIOD -- (1,496) (10,065)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD -- 1,496 32,426
-------- -------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ -- $ -- $ 22,361
====================================================================================================================================
CASH PAID DURING THE PERIOD FOR:
Interest expense $ -- $ -- $ --
Income taxes -- -- --
====================================================================================================================================
SUPPLEMENTAL DISCLOSURE FOR NON-CASH OPERATING, INVESTMENT
AND FINANCING ACTIVITIES
Expenses paid by related entity on behalf of the Company $ 8,250 $ 8,250 $ --
====================================================================================================================================
The accompanying notes are an integral part of these financial statements.
7
GEOALERT, INC.
(formerly Corbett Lake Minerals, Inc.)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
MARCH 31, 2001
================================================================================
1. HISTORY AND ORGANIZATION OF THE COMPANY
The Company was formed on March 3, 1999 under the Laws of the State of
Nevada and is in the business of exploration and development of mineral
properties. The Company has not yet determined whether its properties
contain mineral resources that may be economically recoverable. The
Company therefore has not reached the development stage and is
considered to be an exploration stage company.
The Company changed its name from Corbett Lake Minerals, Inc. to
GeoAlert, Inc. on March 29, 2001.
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 of operations, changes in stockholders'
equity and cash flows at March 31, 2001 and for the period then ended
have been made. These financial statements should be read in
conjunction with the audited financial statements of the Company for
the year ended December 31, 2000. The results of operations for the
period ended March 31, 2001 are not necessarily indicative of the
results to be expected for the year ending December 31, 2001.
2. GOING CONCERN
These financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern
which contemplates the realization of assets and the satisfaction of
liabilities and commitments in the normal course of business. The
general business strategy of the Company is to acquire mineral
properties either directly or through the acquisition of operating
entities. The continued operations of the Company and the
recoverability of mineral property costs is dependent upon the
existence of economically recoverable reserves, confirmation of the
Company's interest in the underlying mineral claims, the ability of the
Company to obtain necessary financing to complete the development and
upon future profitable production. The Company has incurred operating
losses and requires additional funds to meet its obligations and
maintain its operations. Management's plan in this regard is to raise
equity financing as required. These conditions raise substantial doubt
about the Company's ability to continue as a going concern. These
financial statements do not include any adjustments that might result
from this uncertainty.
====================================================================================================================
March 31, December 31,
2001 2000
--------------------------------------------------------------------------------------------------------------------
Deficit accumulated during the exploration stage $ (66,250) $ (65,250)
Working capital (deficiency) (1,000) (8,250)
====================================================================================================================
3. SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include highly liquid investments with
original maturities of three months or less. These are recorded at cost
which approximates market.
8
GEOALERT, INC.
(formerly Corbett Lake Minerals, Inc.)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
MARCH 31, 2001
================================================================================
3. SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
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
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and cash
equivalents and accounts payable and accrued liabilities. Unless
otherwise noted, it is management's opinion that the Company is not
exposed to significant interest, currency or credit risks arising from
these financial instruments. The fair value of these financial
instruments approximate their carrying values, unless otherwise noted.
RESOURCE PROPERTIES
Costs of acquisition, exploration, carrying, and retaining unproven
properties are expensed as incurred. Costs incurred in proving and
developing a property ready for production are capitalized and
amortized over the life of the mineral deposit or over a shorter period
if the property is shown to have an impairment in value.
ENVIRONMENTAL REQUIREMENTS
At the report date, environmental requirements related to mineral
claims acquired (Note 4) are unknown and therefore an estimate of any
future cost cannot be made.
INCOME TAXES
Income taxes are provided in accordance with Statement of Financial
Accounting Standards No. 109 ("SFAS 109"), "Accounting for Income
Taxes". A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expenses (benefit) result from the net
change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effects of changes in tax
laws and rates on the date of enactment.
LOSS PER SHARE
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per
Share" ("SFAS 128"). Under SFAS 128, basic and diluted earnings per
share are to be presented. Basic earnings per share is computed by
dividing income available to common shareholders by the weighted
average number of common shares outstanding in the period. Diluted
earnings per share takes into consideration common shares outstanding
(computed under basic earnings per share) and potentially dilutive
common shares.
9
GEOALERT, INC.
(formerly Corbett Lake Minerals, Inc.)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
MARCH 31, 2001
================================================================================
3. SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)
FOREIGN CURRENCY TRANSLATION
Translation amounts denominated in foreign currencies are translated
into United States currency at exchanges rates prevailing at
transactions dates. Carrying values of monetary assets and liabilities
are adjusted at each balance sheet date to reflect the exchange rate at
that date. Gains and losses from restatement of foreign currency
monetary assets and liabilities are included in income.
STOCK-BASED COMPENSATION
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation," encourages, but does not require, companies
to record compensation cost for stock-based employee compensation plans
at fair value. The Company has chosen to account for stock-based
compensation using Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees." Accordingly compensation
cost for stock options is measured as the excess, if any, of the quoted
market price of the Company's stock at the date of the grant over the
amount an employee is required to pay for the stock.
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In June 1998, the FASB issued SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities" which establishes accounting and
reporting standards for derivative instruments and for hedging
activities. SFAS 133 is effective for all fiscal quarters of fiscal
years beginning after June 15, 1999. In June 1999, the FASB issued SFAS
137 to defer the effective date of SFAS 133 to fiscal quarters of
fiscal years beginning after June 15, 1999. In June 2000, the FASB
issued SFAS No. 138, which is a significant amendment to SFAS 133. The
Company does not anticipate that the adoption of these statements will
have a significant impact on its financial statements.
4. MINERAL PROPERTY
On July 20, 1999, the Company acquired an option to purchase a 100%
interest in the CP 1-12 mining claims located in the Nicola Mining
Division of British Columbia for $10,000 (paid). As the claims do not
contain any known reserves, the acquisition costs were expensed during
the period ended December 31, 1999. To exercise its option, the Company
must complete a recommended work program in the amount of CDN$11,700 by
July 20, 2000. As of March 31, 2001, the Company has paid CDN$4,280 of
the CDN$11,700 financing for the work program. As the Company has not
met the required amount of expenditures relating to its work program,
it is technically in default of its option agreement and resulting
entitlement to the properties. The Company has not yet determined
whether the optionor will amend or grant an extension to the work
program, or whether it will abandon the property.
10
GEOALERT, INC.
(formerly Corbett Lake Minerals, Inc.)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
MARCH 31, 2001
================================================================================
5. CAPITAL STOCK
The authorized common stock of the Company is 200,000,000 shares of
common stock with a par value of $0.001 per share. All of the issued
and outstanding shares are fully paid and non-assessable. All shares
have equal voting rights and, when validly issued, are entitled to one
vote per share in all matters to be voted upon by the stockholders. The
shares have no pre-emptive, subscription, conversion or redemption
rights and may be issued only as fully paid and non-assessable shares.
Holders of common shares are entitled to share rateable in dividends,
as may be declared from time to time by the Board of Directors in its
discretion, from funds legally available for dividend payments.
The Company has issued 7,000,000 common shares under Rule 504 of
Regulation D of the Securities Act of 1933, at a price of $0.001 per
share, for total proceeds of $7,000. In addition, the Company has
issued 5,000,000 common shares under Rule 504 of Regulation D of the
Securities Act of 1933, at a price of $0.01 per share, for total
proceeds of $50,000. On March 29, 2001, 500,000 common shares were
returned to treasury.
6. INCOME TAXES
The Company's total deferred tax asset is as follows:
====================================================================================================================
March 31, December 31,
2001 2000
--------------------------------------------------------------------------------------------------------------------
Tax benefit of net operating loss carryforward $ 9,938 $ 9,788
Valuation allowance (9,938) (9,788)
--------------- --------------
$ -- $ --
====================================================================================================================
The Company has a net operating loss carryforward of approximately
$(66,250). The Company has provided a full valuation allowance on the
deferred tax asset because of the uncertainty regarding realizability.
7. COMMITMENT
The Company entered into a Management Services Agreement dated August
2, 1999, with a director of the Company, whereby the Company shall pay
management fees of up to $15,000 annually for a period of two years.
8. RELATED PARTY TRANSACTIONS
The Company does not maintain a checking account and all expenses
incurred by the Company are now paid by an affiliate. For the period
ended March 31, 2001, the Company incurred professional fees of $1,000.
The affiliate does not expect to be repaid for the expenses it pays on
behalf of the Company. Accordingly, as the expenses are paid, they are
classified as additional paid-in capital. During the period, the
affiliate paid accounts payable of the Company totalling $8,250.
11
PLAN OF OPERATION
The following discussion of the plan of operation of the Company should be read
in conjunction with the financial statements and the related notes thereto
included elsewhere in this quarterly report for the three months ended March 31,
2001. This quarterly report contains certain forward-looking statements and the
Company's future operation results could differ materially from those discussed
herein.
The Company can satisfy its cash requirements for the next 12 months from cash
on hand. Unless the Company acquires additional mineral exploration properties
or commits to a significant exploration program on its existing property, it
will not be required to raise additional funds in the next 12 months.
Management of the Company will be reviewing the results from the Company's most
recent exploration program on its claims with consultants over the upcoming
months to determine what further work is warranted on the claims. Management of
the Company will also be looking to acquire additional claims if such claims are
offered on attractive terms.
The Company does not expect to purchase any plant or significant equipment over
the next 12 months. The Company does not expect any significant changes in the
number of its employees over the next 12 months.
"CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Except for historical matters,
the matters discussed in this Form 10-QSB are forward-looking statements based
on current expectations and involve risks and uncertainties. Forward-looking
statements include, but are not limited to, statements under the following
heading: "Managements Discussion And Analysis Or Plan Of Operations" the timing
and expected profitable results of sales and the need for no additional
financing.
PART II
OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None
Item 2 CHANGES IN SECURITIES AND USE OF PROCEEDS
None
Item 3 DEFAULTS UPON SENIOR SECURITIES
None
Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
Item 5 OTHER INFORMATION
None
12
Item 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
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.
GEOALERT INC.
(formerly Corbett Lake Minerals, Inc.)
Dated: May 14, 2001 Per: /s/ Jason John
----------------------------------
Jason John, President and Director
13