FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended June 30, 2001
Commission File Number 0-20642
AMERICAN CONSOLIDATED MINING CO.
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(Exact name of registrant as specified in its charter)
Utah 87-0375093
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
70 West Canyon Crest Rd., Suite D, Alpine, Utah 84004
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(Address of principal executive offices) (Zip Code)
(801) 756-1414
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(Registrant's telephone number, including area code)
Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act 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
State the number of shares outstanding of each of the issuer's classes
of common equity, as of December 27, 2001: 69,998,900.
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements.
AMERICAN CONSOLIDATED MINING CO.
BALANCE SHEET
(Unaudited)
June 30,
Assets 2001
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Current assets:
Cash $ 41
Marketable securities 27,901
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Total current assets 27,942
Property and equipment:
Mining and testing equipment 44,216
Office equipment 11,215
Autos and trucks 2,221
Office furnishings and fixtures 2,126
Land 2,000
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Total property and equipment 61,778
Less accumulated depreciation and amortization (59,778)
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Net property and equipment 2,000
Other assets 10,522
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$ 40,464
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Liabilities and Shareholder's Deficit
Current liabilities:
Accounts payable and accrued expenses $ 542,465
Notes payable 143,409
Related party payables 1,893,061
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Total current liabilities 2,578,935
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Commitments and contingencies -
Stockholder's deficit:
Common stock, $.01 par value; 70,000,000 shares authorized,
69,998,900 shares outstanding, respectively 699,990
Additional paid-in capital 7,323,739
Accumulated other comprehensive income 21,229
Accumulated deficit (10,583,429)
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Total stockholders' deficit (2,538,471)
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$ 40,464
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See accompanying notes to condensed financial statements.
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AMERICAN CONSOLIDATED MINING CO.
STATEMENTS OF OPERATIONS
(Unaudited)
Six Months Six Months
Three Months Ended Ended Ended
----------------------------------- ---------------- -----------------
June 30, June 30, June 30, June 30,
2001 2000 2001 2000
---------------- ---------------- ---------------- -----------------
Revenue:
Sales $ - $ - $ - $ -
General and administrative expenses 4,829 5,363 9,508 10,217
---------------- ---------------- ---------------- -----------------
Loss from operations (4,829) (5,363) (9,508) (10,217)
Other income (expense):
Interest income 75 181 196 251
Interest expense (2,860) (2,860) (5,667) (5,757)
Gain on disposal of property and
equipment - - - -
Gain on sale of marketable securities 13,328 13,328 13,328 13,328
Other income 2,775 - 2,775 -
---------------- ---------------- ---------------- -----------------
Income (loss) before provision for income
taxes 8,489 5,286 1,124 (2,395)
Provision for income taxes - - - -
---------------- ---------------- ---------------- -----------------
Net income (loss) $ 8,489 $ 5,286 $ 1,124 $ (2,395)
================ ================ ================ =================
Earnings (loss) per share, basic and
diluted $ .00 $ .00 $ .00 $ (.00)
================ ================ ================ =================
Weighted average shares - basic and diluted 69,998,000 69,998,000 69,998,000 69,998,000
================ ================ ================ =================
See accompanying notes to condensed financial statements.
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AMERICAN CONSOLIDATED MINING CO.
STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
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June 30, June 30,
2001 2000
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Cash flows from operating activities:
Net Gain $ 1,124 $ (2,395)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization - 902
Loss (gain) on disposition of:
Fixed assets - -
Marketable securities (13,328) (13,328)
(Increase) decrease in:
Short term investments - -
Other assets (22) 7,100
Increase (decrease) in:
Accounts payable and accrued expenses 6,038 6,589
Related party payables (13,775) (18,899)
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Net cash used in
Operating activities (19,963) (20,031)
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Cash flows from investing activities:
Proceeds from sale of marketable securities 20,000 20,000
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Cash flows from financing activities: - -
Net (decrease) increase in cash 37 (31)
Cash, beginning of period 4 194
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Cash, end of the period $ 41 $ 163
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See accompanying notes to condensed financial statements.
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AMERICAN CONSOLIDATED MINING CO.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(1) Condensed Financial Statements
The accompanying condensed consolidated financial statements have been
prepared without audit. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) necessary to present fairly
the financial position, results of operations and cash flows as of the dates and
for the periods presented herein have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States have been condensed or omitted pursuant to the
Securities and Exchange Commission's rules and regulations. These condensed
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's December 31,
2000 Annual Report on Form 10-KSB. The results of operations for the three and
six months ended June 30, 2001, are not necessarily indicative of the operating
results that may result for the year ending December 31, 2001. The accounting
policies followed by the Company are set forth in Note 1 to the Company's
financial statements in its December 31, 2000 Annual Report on Form 10-KSB.
(2) Basic and Diluted Net Gain Per Common Share
Because the Company had no common no stock option, warrants or other
common stock equivalents outstanding during the periods presented, both basic
and diluted shares are based on the weighted average number of common shares
outstanding.
(3) Going Concern
At June 30, 2001, the Company has a working capital deficiency, a
shareholders' deficit and has significant liabilities. These conditions raise
substantial doubt about the ability of the Company to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
The Company's ability to continue as a going concern is subject to its
ability to settle its liabilities and obtain sufficient cash to fund the
expenses related to the ongoing public reporting obligations and continued
search for a merger partner. Subsequent to period-end, the Company entered into
an agreement and plan of share exchange with another company. In relation to
this transaction, the Company has entered into various preliminary discussions
with creditors to provide for the settlement of liabilities through the issuance
of common stock. There can be no assurance that these discussions will result in
final settlement of outstanding obligations nor that the agreement and plan of
share exchange will be completed.
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Item 2. Management's Discussion and Analysis or Plan of Operation.
The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of the
Company's consolidated results of operations and financial condition. The
discussion should be read in conjunction with the consolidated financial
statements and notes thereto.
Financial Position
The Company had $41 in cash as of June 30, 2001 as compared to $4 at
December 31, 2000. Working capital (deficit) as of June 30, 2001 was to
($2,550,993) as compared to ($2,556,775) at December 31, 2000. The Company had
no revenues in the past two fiscal years or any interim period during the
current fiscal year. The Company had a stockholders' deficit of ($2,538,471) at
June 30, 2001 and a net income of $1,124 for the six months ended June 20, 2001.
The income is a result of a gain of $13,328 on the sale of marketable
securities.
Plan of Operation
The Company has no business operations, and very limited assets or
capital resources. The Company's business plan is to seek one or more potential
business ventures that, in the opinion of management, may warrant involvement by
the Company. The Company recognizes that because of its limited financial,
managerial and other resources, the type of suitable potential business ventures
which may be available to it will be extremely limited. The Company's principal
business objective will be to seek long-term growth potential in the business
venture in which it participates rather than to seek immediate, short-term
earnings. In seeking to attain the Company's business objective, it will not
restrict its search to any particular business or industry, but may participate
in business ventures of essentially any kind or nature. It is emphasized that
the business objectives discussed are extremely general and are not intended to
be restrictive upon the discretion of management.
The Company will not restrict its search for any specific kind of
firms, but may participate in a venture in its preliminary or development stage,
may participate in a business that is already in operation or in a business in
various stages of its corporate existence. It is impossible to predict at this
stage the status of any venture in which the Company may participate, in that
the venture may need additional capital, may merely desire to have its shares
publicly traded, or may seek other perceived advantages which the Company may
offer. In some instances, the business endeavors may involve the acquisition of
or merger with a corporation which does not need substantial additional cash but
which desires to establish a public trading market for its common stock.
In July 2001, the Company entered into an Agreement and Plan of Share
Exchange (the "Share Exchange Agreement") with Renaissance Man, Inc., a Texas
corporation ("RMI"). Under the Share Exchange Agreement all of the issued and
outstanding shares of RMI stock would be transferred to the Company in exchange
for shares of the Company's common stock. In the event the Share Exchange
Agreement is closed, the stockholders of RMI will own approximately 87% of the
issued and outstanding shares of the Company immediately after the closing. The
Share Exchange Agreement is subject to a number of contingencies, including, but
not limited to, (i) the Company effecting a 100 to 1 reverse stock split prior
to the closing, (ii) the Company having no more than 1,500,000 shares of common
stock outstanding at the closing date, (iii) the Company having no more than
$10,000 in liabilities at the closing date, (iv) satisfactory completion of due
diligence by the parties and (v) resignation of all of the Company's officers
and directors at the closing and appointment of the designees named by RMI.
Messrs. Walker and Mappin, who are members of the Company's Board, also act as
directors of RMI. There can be no assurance that such contingencies will be
satisfied, that the Share Exchange Agreement will be closed, that RMI's business
operations will prove successful or that the transaction will prove to be
favorable for the shareholders of the Company.
RMI is a marketing company that is in the development stage. As of
December 31, 2000, RMI had $2,273,360 in current liabilities, $2,973,360 in
total liabilities and $1,009,896 in total assets. RMI had $52,679 in sales and a
gross loss of $31,594 for the year ended December 31, 2000.
In May 1998, the Company entered into a non-interest bearing Revolving
Loan Agreement with Clifton Mining Company. The Company is a shareholder of
Clifton Mining Company. Under the terms of the agreement, Clifton Mining Company
agreed to make periodic loans to the Company in an aggregate principal amount at
any one time outstanding not to exceed $250,000. As of June 30, 2001, the
principal amount of $93,808 was owing under the Revolving Loan Agreement.
Clifton Mining Company may refuse to lend additional amount in its sole and
absolute discretion under the Revolving Loan Agreement. Principal is due and
payable in a single balloon payment on May 6, 2002. Subject to shareholder
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approval, the Company plans to transfer to Clifton Mining Company eight patented
mining claims, subject to the related liabilities, that the Company currently
owns that are located in Tooele County, Clifton Mining District, Utah, on
approximately 133 acres of property and substantially all of the Company's other
assets. In consideration therefore, Clifton Mining Company will forgive the
Company from all amounts owing to Clifton Mining Company (approximately $93,808
at June 30, 2001) and assume liabilities in the amount of $67,297 relating to
the property. These mining claims and other assets are the only remaining claims
held by the Company and constitutes substantially all of the Company's assets.
The Company does not have sufficient funding to meet its short term
cash needs. Management has expressed an intent that to the extent necessary the
Company will seek to raise additional funds through the sale of equity
securities or by borrowing funds until a suitable business venture can be
completed. There are no arrangements in place whereby the Company could sell
equity securities or borrow funds. In addition, the Company has very little
authorized capital available from which it may sell equity securities. There is
no assurance that the Company will be able to successfully identify and/or
negotiate a suitable potential business venture or raise additional funds.
The Company has a working capital deficiency, an accumulated deficit
and substantial liabilities. The Company has experienced net losses and does not
have revenues during the past two years. During the past two years the Company
has had no business operations. In light of these circumstances, the ability of
the Company to continue as a going concern is significantly in doubt. The
attached financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
Forward-Looking Statements
When used in this Form 10-QSB or other filings by the Company with the
Securities and Exchange Commission, in the Company's press releases or other
public or shareholder communications, or in oral statements made with the
approval of an authorized officer of the Company's executive officers, the words
or phrases "would be", "will allow", "intends to", "will likely result", "are
expected to", "will continue", "is anticipated", "estimate", "project", or
similar expressions are intended to identify "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995.
The Company cautions readers not to place undue reliance on any
forward-looking statements, which speak only as of the date made, and advises
readers that forward-looking statements involve various risks and uncertainties.
The Company does not undertake, and specifically disclaims any obligation to
update any forward-looking statements to reflect occurrences or unanticipated
events or circumstances after the date of such statement.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to Vote of Securityholders.
None
Item 5. Other Information.
None
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Item 6. Exhibits and Reports on Form 8-K.
(a) INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
3(i).1 Articles of Incorporation of the Company, dated
November 4, 2980 (Incorporated by reference to Exhibit
3(i).1 of the Company's Annual Report on Form 10-KSB,
dated December 31, 2000)
3(i).2 Articles of Amendment, dated November 24, 1980
(Incorporated by reference to Exhibit 3(i).2 of the
Company's Annual Report on Form 10-KSB, dated December
31, 2000)
3(i).3 Articles of Amendment to the Articles of Incorporation,
dated July 31, 1986 (Incorporated by reference to
Exhibit 3(i).3 of the Company's Annual Report on Form
10-KSB, dated December 31, 2000)
3(i).4 Amendment to the Articles of Incorporation, dated May
29, 1992 (Incorporated by reference to Exhibit 3(i).4
of the Company's Annual Report on Form 10-KSB, dated
December 31, 2000)
3(ii) Bylaws of the Company (Incorporated by reference to
Exhibit 3(i) of the Company's Annual Report on Form
10-KSB, dated December 31, 2000)
10.1 Agreement and Plan of Share Exchange Between American
Consolidated Mining Co. and Renaissance Man, Inc.,
dated July 2001 (Incorporated by reference to Exhibit
10.1 of the Company's Annual Report on Form 10-KSB,
dated December 31, 2000)
10.2 Amendment No. 1 to the Agreement and Plan of Share
Exchange Between American Consolidated Mining Co. and
Renaissance Man, Inc., dated December 21, 2001
(Incorporated by reference to Exhibit 10.2 of the
Company's Quarterly Report on Form 10-QSB, dated March
31, 2001)
10.3 Settlement and Release Agreement between the Company
and Clifton Mining Co., dated September 25, 2001
(Incorporated by reference to Exhibit 10.2 of the
Company's Annual Report on Form 10-KSB, dated December
31, 2000)
10.4 Revolving Loan Agreement, by and between the Company
and Clifton Mining Company, dated May 6, 1998
(Incorporated by reference to Exhibit 10.3 of the
Company's Annual Report on Form 10-KSB, dated December
31, 2000)
(b) Reports on Form 8-K:
None.
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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.
AMERICAN CONSOLIDATED MINING CO.
(Registrant)
Date: February 1, 2002 By /s/ William D. Moeller
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William D. Moeller
Director; Chief Executive Officer
Date: February 1, 2002 By /s/ Scott S. Moeller
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Scott S. Moeller
Principal Accounting Officer
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