UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended December 31, 2001
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 0-20430
AZCO MINING INC.
----------------
(Exact name of registrant as specified in its charter)
Delaware 84-1094315
-------- ----------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
7239 N. El Mirage Road
Glendale, Arizona 85307
-----------------------
(Address of principal executive offices)
(Zip Code)
(623) 935-0774
--------------
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No ____
------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. The Company had 30,050,621
shares of Common Stock outstanding as of February 11, 2002.
AZCO MINING INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Page
----
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Consolidated Statement of Stockholders' Equity 6
Notes to Interim Consolidated Financial Statements 7-12
Azco Mining Inc.
Consolidated Dalance Sheets
(Unaudited)
ASSETS
December 31, June 30,
2001 2001
------------ --------
Current assets:
Cash and cash equivalents $ 7,464 $ 39,920
Prepaids and other 35,325 74,689
Inventories (Note 3) 1,080,078 1,061,447
--------- ---------
Total current assets 1,122,868 1,176,056
--------- ---------
Property and equipment:
Mineral properties, plant & equipment (Note 2) 10,125,941 10,130,668
Capital assets 342,390 407,421
------- -------
10,468,331 10,538,089
---------- ----------
Restricted cash 190,400 190,400
------- -------
Total assets $ 11,781,599 $ 11,904,545
---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 714,159 $ 690,719
Notes payable (Note 4) 621,877 715,280
------- -------
Total current liabilities $ 1,336,036 $ 1,405,999
--------- ---------
Other liabilities 319,641 341,143
Long-term notes payable (Note 4) 509,845
Contingencies and commitments (Note 5)
Stockholders' equity:
Common stock: $.002 par value, 100,000,000 shares
authorized: 60,901 60,101
30,050,621 shares outstanding as of December 31, 2001
and June 30, 2001
Addition paid-in capital 29,461,933 28,753,656
Deficit (19,906,757) (18,656,354)
------------ ------------
9,616,077 10,157,403
--------- ----------
Total liabilities and stockholders' equity $ 11,781,599 $ 11,904,545
========== ==========
Azco Mining Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
December 31, December 31,
2001 2000 2001 2000
---- ---- ---- ----
Revenue:
Sales $ 24,800 $ - $ 24,800 $ -
------ - ------ -
Expenses:
Cost of sales 12,800 - 12,800 -
Salaries 82,626 143,975 166,248 319,196
General and administrative 156,033 177,311 279,833 370,035
Exploration & development 35,720 77,497 83,586 194,492
Write-down of inventory 208,648 417,729 453,565 879,644
Interest expense 189,896 - 211,326 -
Amortization & depreciation 36,936 15,842 69,666 31,764
Reclamation expense 92 93 92 371
-- -- -- ---
$ 722,751 $ 832,447 $ 1,277,116 $ 1,795,502
------- ------- --------- ---------
Income:
Interest income $ 1,110 $ 39,174 $ 1,913 $ 104,686
----- ------ ----- -------
Net loss $ (696,841) $ (793,273) $ (1,250,403) $(1,690,816)
========= ========= =========== ===========
Basic loss per common share $ (0.02) $ (0.03) $ (0.04) $ (0.06)
====== ====== ====== ======
Diluted loss per common share $ (0.02) $ (0.03) $ (0.04) $ (0.06)
====== ====== ====== ======
Weighted average common shares 30,050,621 29,892,121 30,050,621 29,891,659
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements
Azco Mining Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
December 31,
2001 2000
---- ----
Cash flows from operating activities:
Net loss $ (1,250,403) $ (1,690,816)
Adjustment to reconcile net loss to net cash
used in operations:
Depreciation and amortization 69,758 31,764
Write down of inventory 453,565 879,644
Amortization debt discount 150,269 -
Changes in assets and liabilities, net:
Prepaid and other 39,364 49,580
Inventories (472,196) (949,113)
Accounts payable and accrued liabilities 23,440 (58,038)
------ --------
Net cash used in operating activities (986,203) (1,736,979)
--------- -----------
Cash flows from investing activities:
Mineral properties, plan & equipment - (1,344,527)
- -----------
Net cash used for investing activities - (1,344,527)
- -----------
Cash flows from financing activities:
Proceeds from notes payable 811,000 -
Proceeds from stock sale 164,250 -
Payments on capital lease obligations (21,502) -
Proceeds from exercise of options - 2,400
- -----
Net cash provided by financing activities: 953,748 2,400
------- -----
Net decrease in cash and cash equivalents (32,455) (3,079,106)
Cash and cash equivalents at beginning of period 39,920 4,324,886
------ ---------
Case and cash equivalents at end of period $ 7,465 $ 1,245,780
===== =========
The accompanying notes are an integral part of these financial statements
Azco Mining Inc.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
Common Additional
Stock Paid-In
Shares Amount Capital Deficit Total
------ ------ ------- ------- -----
Balance June 30, 2001 30,050,621 $ 60,101 $28,753,656 $(18,656,354) $ 10,157,403
Warrants issued (Note 4) 544,827 544,827
Subscription of Stock (Note 6) 800 163,450 164,250
Net loss (1,250,403) (1,250,403)
Balance December 31, 2001 30,050,621 $ 60,901 $29,461,933 $(19,906,757) $ 9,616,077
These notes are an integral part of these financial statements
Azco Mining Inc.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 1. Basis of Presentation and Going Concern
- -----------------------------------------------
The unaudited consolidated financial information presented herein has been
prepared in accordance with the instructions to Form 10-Q and does not include
all of the information and note disclosures required by generally accepted
accounting principles. Therefore, this information should be read in conjunction
with the consolidated financial statements and notes thereto included in the
Azco Mining Inc. ("Azco" or "the Company") Annual Report on Form 10-K for the
fiscal year ended June 30, 2001. This interim financial information reflects all
adjustments that are, in the opinion of management, necessary to a fair
statement of the results for the interim period.
Azco Mining Inc. is a mining company incorporated in Delaware. Its general
business strategy is to acquire, explore and develop mineral properties. The
Company's principal assets are the 100% owned Black Canyon Mica Project in
Arizona and a 30% interest in the Piedras Verdes Project in Sonora, Mexico.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue to operate as a going concern. The Company has
suffered recurring losses from operations and the Company will require
additional funds to continue operations. On January 17, 2002, the Company
completed a financing lease transaction that yielded the Company net proceeds of
$2,842,500. The Company will need additional funds to continue operations into
fiscal 2003. Management is actively seeking additional financing however, there
is no assurance that these efforts will be successful on terms acceptable to the
Company. These matters raise some doubt about the Company's ability to continue
as a going concern. These consolidated financial statements do not include the
adjustments that would be necessary, including a provision of impairment for
plant and equipment which could be significant, should the Company be unable to
continue as a going concern.
Construction of the Black Canyon Mica Project production facilities was
completed in the previous fiscal year. Due to earlier cash constraints,
production and marketing efforts progressed on a limited basis through December
31, 2001. If the mica project does not achieve commercial production levels or
if the Company is unable to successfully market the mica product during the next
12 months, the Company will need increased additional financing to meet its
operating expenses and pay obligations as they become due.
Azco Mining Inc.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Continued)
Note 2. Black Canyon Mica Project (Arizona)
- -------------------------------------------
During the quarter ended December 30, 2001, production and commissioning of
production circuits progressed on a limited basis. Marketing efforts continued
as well but additional funding will be necessary to advance the project further.
Detail of mica project mineral properties, plant and equipment is as follows:
Dec. 31, June 30,
2001 2001
---------------- -----------------
Acquisition of mineral properties $ 2,219,996 $ 2,219,996
Mining and processing plant and equipment 6,882,869 6,882,869
Development costs 1,104,966 1,104,966
Accumulated amortization (81,890) (77,163)
---- ---------------- ---- -----------------
Total $ $
---- ---------------- ---- -----------------
Detail of other capital assets is as follows:
Dec. 31, June 30,
2001 2001
---------------- -----------------
Office building $ 152,997 $ 152,997
Furniture and equipment 381,383 381,383
Vehicles 81,146 81,146
Accumulated depreciation (273,136) (208,105)
---- ---------------- -----------------
Total $ 342,390 $ 407,421
---- ---------------- ---- -----------------
Note 3. Inventories
Dec. 31, June 30,
2001 2001
---------------- ---------------
Broken ore $ 789,360 $ 814,107
Work-in-process 228,918 187,540
Finished goods 61,800 59,800
---------------- ---------------
----------------
Total $ $
---------------- ---------------
Azco Mining Inc.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Continued)
During the three-month and six month periods ended December 31, 2001, the
Company expensed $208,648 and $453,565, respectively, as inventory write downs
representing mica project operating costs incurred in excess of the estimated
realizable value of inventories produced during the quarter.
Note 4. Notes payable and warrants
- ----------------------------------
On October 12, 2001, the Company restructured its $800,000 loan agreement with
Mr. Olson the Company's Chairman, CEO and President. Mr. Olson agreed to extend
the note payable an additional year to March 15, 2003 in consideration for
700,000 warrants to purchase the Company's stock at an exercise price of $0.40.
The warrants vested in December 2001 and shall expire on October 12, 2003. In
addition, effective October 1, 2001, the interest rate payable on the $800,000
Olson loan was adjusted from prime plus 1% to 12% annually.
On October 19, 2001, the Company received a one-year $100,000 loan, bearing
interest at 12% per annum, from a sophisticated investor and shareholder. In
connection with this loan, the Company issued a warrant to purchase 125,000
shares of the Company's common stock at $.40 per share. This warrant vested in
December 2001 and is excercisable through October 19, 2002.
On December 3, 2001, the Company received an additional one-year $100,000 loan,
bearing interest at 12% per annum, from the same sophisticated investor and
shareholder. In connection with this loan, the Company issued a warrant to
purchase 125,000 shares of the Company's common stock at $.40 per share. This
warrant vests in February 2002 and is excercisable through December 3, 2002.
During the quarter ended December 31, 2001, an insider provided unsecured
short-term financing amounting to a total of $211,000. These funds were offered
on a 6.5% short-term basis, until alternate financing could be secured.
Subsequent to the closing of the financing lease agreement in January 2002 (see
Note 8) whereby Azco secured alternate financing, these notes along with all
interest and fees associated were repaid in full.
Azco Mining Inc.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Continued)
Notes payable at December 31, 2001 consisted of the following:
Principal Unamortized Discount
--------- --------------------
6.5% note due January 31, 2002 $211,000
12% note due August 27, 2002 200,000 $53,356
12% note due September, 2002 200,000 55,033
12% note due October 19, 2002 100,000 28,164
12% note due March 15, 2003 800,000 314,732
12% note due December 3, 2002 100,000 27,993
----------------------------- --------------------
Total $1,611,000 $479,278
----------------------------- --------------------
Note 5. Contingencies
- ---------------------
Termination of Management Agreements
- ------------------------------------
In October 2000, the Company notified two of its former officers of its
intention to not renew the contracts with each of their personal management
companies contracts which were scheduled to expire in February 2001.
The parties have demanded payment of termination fees of $297,675 each, pursuant
to their personal management company contracts. The Company has disputed its
obligation to pay these amounts and, in December 2000, filed a declaratory
judgment action in United States District Court for the district of Arizona
seeking a declaration that the dispute is not subject to arbitration and further
that the Company was not obligated to pay a termination fee under the management
contracts. In January 2001, the named defendants filed an answer and
counterclaim each seeking an award of damages and prejudgment interest alleged
to be owed as termination fee under the management contracts and declaration of
stock option rights alleged to be owed them after termination of the management
contracts. The litigation is pending with a pretrial conference set for June 3,
2002. No accrual has been made for the termination fees as a liability, if any,
is not yet determinable.
Litigation
- ----------
On January 22, 1999, the trustee (Petitioner) in bankruptcy proceedings against
Eagle River served a petition, in the Quebec Superior Court, District of Hull,
upon the Company in order to recover assets from the Company. The Petitioner
alleges that, through the Company's involvement with Eagle River in the Mali
Project, the Company is guilty of contractual breaches in excess of $3,400,000.
In management's opinion, this
Azco Mining Inc.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
claim is unfounded although the eventual outcome of the case is not yet
determinable. No accrual has been made for this claim because the Company does
not believe it is probable that the case will be determined against the Company.
Note 6. Capital Stock and Outstanding Options
- ---------------------------------------------
2,815,500 and 3,134,500 options to purchase shares of the Company's common stock
were outstanding under the Company's Stock Option Plan at December 31, 2001 and
2002, respectively. The impact of these options has been excluded from the
diluted EPS calculation, as their effect would be anti-dilutive. These options
are exercisable between $0.46 and $1.75 per common share at varying dates
through 2006.
As of December 31, 2001, 375,000 shares of the Company's common stock subscribed
to by an investor on August 10, 2001 had not been issued. In addition, the
Company has not issued but has agreed to issue 25,000 shares of the Company's
common stock as a legal retainer. The shares will be issued under Rule 144 of
the Securities and Exchange Act of 1933. It is anticipated that the shares will
be issued during the quarter ended March 31, 2002.
Note 7. New pronouncements
- --------------------------
In October 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No.144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS No. 144 replaces certain previously issued
accounting guidance, develops a single accounting model for long-lived assets
other than goodwill and indefinite-lived intangibles, and broadens the framework
previously established for assets to be disposed of by sale (whether previously
held or newly acquired). This Statement is effective as of the beginning of
fiscal 2003.
In August 2001, the Financial Accounting Standards Board issued Financial
Accounting Standard No.143, "Accounting for Asset Retirement Obligations." The
Statement addresses financial accounting and reporting obligations associated
with the retirement of tangible long-lived assets and the associated asset
retirement costs. The Statement is effective for financial statements issued for
the fiscal years beginning after June 15, 2002.
The Company is currently in the process of assessing the impact of these
statements on its financial condition and results of operations.
Azco Mining Inc.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Continued)
Note 8. Subsequent event
- ------------------------
In January 2002 Azco completed a financing lease transaction that yielded the
Company net proceeds of $2,842,500. Under the terms of the transaction, the
Company sold a 40 percent ownership in the Company's mica processing facility
located in Glendale, Arizona. Subsequently, Azco leased the property back for an
initial period of 10 years, with an option to repurchase the stake for 120
percent of the purchase price after the second year. The repurchase price of the
property increases by 10 percent of the purchase price each year the option
remains unexercised up to a maximum of 150 percent of the purchase price.
Payments for the first 6 months under the lease agreement are $30,000, for the
second 6 months they increase to $37,500 after which time they are $45,000 per
month.
In connection with this transaction, the Company issued a warrant to purchase
2,550,000 shares of the Company's common stock at $.50 per share. This warrant
vested in January 2002 and is excercisable through January 16, 2007.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Management's Discussion and Analysis of Financial Condition and Results of
Operations contains statements concerning trends and other forward-looking
information, within the meaning of the federal securities laws. Such
forward-looking statements are subject to uncertainties and factors relating to
our operations and business environment, all of which are difficult to predict
and many of which are beyond our control. We believe that the following factors,
among others, could affect our future performance and cause actual results to
differ materially from those expressed or implied by forward-looking statements
made by us or on our behalf: (1) unfavorable weather conditions, in particular,
high water levels in the Agua Fria river which could temporarily limit access to
the Black Canyon mica mine site; (2) the lack of commercial acceptance of our
mica product or by-products; (3) changes in environmental laws; (4) problems
regarding availability of materials and equipment; (5) failure of the mica
project equipment to process or operate in accordance with specifications,
including expected throughput, which could prevent the project from producing
commercially viable output; and (6) our lack of necessary financial resources to
complete development of the mica product and by-products, successfully market
our mica product and fund our other capital commitments.
References to "we", "us", "our", and Azco Mining, refer to Azco Mining Inc. and
its subsidiaries, on a consolidated basis, unless the context otherwise
requires.
General
- -------
We were formed in 1988. In December 1995, we sold our Sanchez copper project and
a 70% interest in our Mexican copper project, the Piedras Verdes Project, to
Phelps Dodge Corporation for $40 million. Material income since the sale has
been a result of interest earned on the proceeds of the sale of these assets.
We are currently focused on the start up of our recently constructed operating
facilities to produce high quality muscovite mica and feldspathic sand from our
100% owned Black Canyon mica project located near Phoenix, Arizona. The recent
$2,842,500 financing lease transaction obtained by the Company has enabled
limited production and marketing efforts to continue. It is most likely that
additional financing will be necessary, in fiscal 2003, to bring our mica
project to commercial production levels.
Results of Operations
- ---------------------
Three Months ended December 31, 2001 compared to Three Months ended December 31,
2000
The net loss for the three months ended December 31, 2001 was $696,841 ($0.02
per share) compared to a net loss of $798,273 ($0.03 per share) for the three
months ended December 31, 2000. The decreased net loss is the result of
decreased salaries and operating losses offset by increased interest expense
during the quarter ended December 31, 2001.
Salaries expense was $82,626 for the three months ended December 31, 2001
compared to $143,975 for the three months ended December 31, 2000. The decrease
in salaries expense is due to the closure of the Vancouver office, and the
non-renewal of the contracts with the personal management companies of two
former officers.
Write-down of inventory expense for the three months ended December 31, 2001 was
$208,648 compared to $417,729 for the three months ended December 31, 2000. This
decrease is due to reduced production activities in the current quarter.
Interest expense was $189,896 for the three months ended December 31, 2001
compared to $0 for the three months ended December 31, 2000. The increase is due
to the interest expense associated with the amortization of the discounts on
notes payable incurred, since March 2001.
Six Months ended December 31, 2001 compared to Six Months ended December 31,
2000
The net loss for the six months ended December 31, 2001 was $1,250,403 ($0.04
per share) compared to a net loss of $1,690,816 ($0.06 per share) for the six
months ended December 31, 2000. The decreased net loss is the result of
decreased corporate overhead expenses and operating losses offset by increased
interest expense incurred during the six months ended December 30, 2001.
Salaries expense was $166,248 for the six months ended December 31, 2001
compared to $319,196 for the six months ended December 31, 2000. The decrease in
salary expense is due to the closure of the Vancouver office and the non-renewal
of the contracts with the personal management companies of two former officers.
General and administrative expense was $279,833 for the six months ended
December 31, 2001 compared to $370,035 for the six months ended December 31,
2000. The decrease is due to lower expenses resulting from the closure of the
Vancouver office and reduced investor relations activity.
Write-down of inventory expense for the six months ended December 31, 2001 was
$453,565 compared to $879,644 for the six months ended December 31, 2000. This
decrease is due to reduced operating activities in the current period.
Interest expense was $211,326 for the six months ended December 31, 2001
compared to $0 for the six months ended December 31, 2000. The increase is due
to the interest expense associated with the amortization of the discount on
notes payable incurred since March 2001.
FINANCIAL CONDITION
- -------------------
As of December 31, 2001, we had unrestricted cash of $7,465.
Net cash used in operating activities was $986,203 for the first six months of
fiscal 2002 as compared to $1,736,979 in the same period of the prior year. The
reduction was primarily related to the decrease in net loss for the period
combined with an increase in accounts payable and accrued expenses.
Azco did not use any cash flows from investing activities for the six months
ended December 31, 2001 as compared to $1,344,527 used in the same period of the
prior year for purchases of mineral property, plant and equipment.
Net cash flows from financing activities was $953,748 for the first six months
of fiscal 2002 as compared to $2,400 in the same period of the prior year.
On October 12, 2001, the Company restructured its $800,000 loan agreement with
Mr. Olson the Company's Chairman, CEO and President. Mr. Olson agreed to extend
the note payable an additional year to March 15, 2003 in consideration for
700,000 warrants to purchase the company's stock at an exercise price of $0.40.
The warrants will be exercisable on December 12, 2001 and shall expire on
October 12, 2003. In addition, effective October 1, 2001, the interest rate
payable on the $800,000 Olson loan was adjusted from prime plus 1% to 12%
annually.
On October 19, 2001, the Company received a one-year $100,000 loan, bearing
interest at 12% per annum, from a sophisticated investor and shareholder. In
connection with this loan, the Company issued a warrant to purchase 125,000
shares of the Company's common stock at $.40 per share. This warrant vested in
December 2001 and is excercisable through October 19, 2002.
On December 3, 2001, the Company received an additional one-year $100,000 loan,
bearing interest at 12% per annum, from the same sophisticated investor and
shareholder. In connection with this loan, the Company issued a warrant to
purchase 250,000 shares of the Company's common stock at $.40 per share. This
warrant vests in February 2001 and is excercisable through December 3, 2002.
In January, 2002 the Company completed a financing lease transaction that
yielded the Company proceeds of $2,842,500. This enables production and
marketing efforts to continue. Depending on the success of the Company's
marketing efforts, additional funds could be necessary as early as the first
quarter of fiscal 2003 to bring our mica project to commercial production
levels. The Company currently has an $8 million loan commitment from
International Commercial Financing. Due to the length of time that this
commitment has been left unfunded, the Company has serious doubts as to the
validity of this commitment and continues to seek alternate financing. Under the
Cobre del Mayo shareholders agreement, we are obligated to fund 30% of the
development expenses incurred in connection with the Piedras Verde project. The
type, amount and timing of development are determined at the sole discretion of
Phelps Dodge. During the six months ended December 30, 2001 our share of these
development costs was $23,340. We expect that our share of the required
development costs during the fiscal year will be approximately $250,000. The
required amount could be more, perhaps substantially more, if Minera Phelps
Dodge accelerates the rate of development. If we cannot fund our share of these
development expenses, our interest in Cobre del Mayo will be diluted under the
terms of the shareholders agreement.
In conjunction with the departure of Alan Lindsay and Anthony Harvey on October
25, 2000, we may be obliged to pay termination fees under the terms of the
management agreements between us and the personal management companies pursuant
to which we employed each of Messrs. Lindsay and Harvey. Messrs. Lindsay and
Harvey had demanded payment of termination fees of $297,675 each, pursuant to
their personal management company contracts. We have disputed any obligation to
pay these amounts and, in December 2000, filed a declaratory judgement action in
the United States District Court for the District of Arizona to determine our
duties in this regard. This litigation is pending.
Item 3: Quantitative and Qualitative Disclosures about Market Risk
None.
PART II. OTHER INFORMATION
Item 1: Legal Proceedings
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AZCO MINING INC.
/s/ Lawrence G. Olson
---------------------
Lawrence G. Olson
CEO, President and Chairman
Date: February 13, 2001
/s/ Ryan A. Modesto
-------------------
Ryan A. Modesto
Vice President Finance,
Corporate Secretary
dATE: February 13, 2001