UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2000
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 000-30065
IRON MASK MINING COMPANY
(Exact name of registrant as specified in its charter)
IDAHO 82-0230842
(State of other jurisdiction (IRS Employer Identification
of incorporation or organization) Number)
656 Cedar Street
Ponderay, Idaho 83852
(Address of principal executive offices)
(208) 263-3834
(Registrant's telephone number, including area code)
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 December 31, 2000: 22,187,316
IRON MASK MINING COMPANY
FORM 10-QSB
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2000
PART I. - FINANCIAL INFORMATION
Item 1 Financial Information
Iron Mask Mining Company
Reviewed Financial Statements
For the Three and Six Months Ended
December 31, 2000
Board of Directors
Iron Mask Mining Company
PO Box 1713
Sandpoint, Idaho 83864
We have reviewed the accompanying Balance Sheet of Iron Mask Mining Company as
of December 31, 2000 and the related Statement of Income and Accumulated
Deficit, Statement of Changes in Stockholders Equity, and Statement of Cash
Flows for the three and six months then ended, in accordance with Statements on
Standards for Accounting and Review Services issued by the American Institute of
Certified Public Accountants. All information included in these financial
statements is the representation of the management of Iron mask Mining Company.
A review consists principally of inquiries of company personnel and analytical
procedures applied to the financial data. It is substantially less in scope
than an audit in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
/s/ Scott Beggs & Company, Inc
Scott Beggs & Company, Inc
Kellogg, Idaho 83837
January 25, 2001
Iron Mask Mining Company
A Development Stage Corporation
Balance Sheet
December 31, 2000 and 1999
2000 1999
-------------- ------------
ASSETS
Current Assets
Cash in Bank 244 426
Prepaid Insurance 750
-------------- ------------
Total Current Assets 244 1,176
Property and Equipment
Land 87,380
Buildings 1,032
Equipment 46,176
Accumulated Depreciation 0 (47,208)
-------------- ------------
Net Property and Equipment 0 87,380
-------------- ------------
Total Assets 244 88,556
============== ============
LIABILITIES AND EQUITY
Current Liabilities
Accounts Payable 24,376 1,827
Interest Payable 1,586
Notes Payable - Due within One Year 15,375 33,355
-------------- ------------
Total Current Liabilities 41,337 35,182
Long Term Liabilities
Notes Payable - Due in more than
One Year 2,405 0
-------------- ------------
Total Long Term Liabilities 2,405 0
-------------- ------------
Total Liabilities 43,742 35,182
Equity
Common Stock, par value $ .005,
authorized 100,000,000 shares,
issued and outstanding 22,187,316 830,366 799,366
Additional Paid in Capital 215,936 215,936
Deficit accumulated during
Development Stage (1,089,800) (961,928)
-------------- ------------
Total Equity (Deficit) (43,498) (53,374)
-------------- ------------
Total Liabilities and Equity 244 88,556
============== ============
See the accompanying accountant's report and notes, which are integral parts
of these financial statements.
Iron Mask Mining Company
A Development Stage Corporation
Statement of Income and Accumulated Deficit
For the Three and Six Months Ended - December 31, 2000 and 1999
Qtr Ended Year to Date Qtr Ended Year to Date
12/31/00 12/31/00 12/31/99 12/31/99
------------ ------------ ------------ ------------
INCOME
Interest Income 4 21 15 16
All Other Income 25 25
------------ ------------ ------------ ------------
Total Income 4 21 40 41
EXPENSES
Professional Fees 4,031 11,481 5,000 5,000
Payroll Taxes and Insurance 100 966
Interest and Bank Fees 820 1,232 19 36
Taxes and Licenses 30 60 60
Other 5,593 10,213
Assessments 20,000
------------ ------------ ------------ ------------
Total Expenses 10,544 43,922 5,079 5,096
------------ ------------ ------------ ------------
Net Loss (10,540) (43,901) (5,039) (5,055)
Accumulated Deficit - Start
of Period (1,079,260) (1,045,899) (956,889) (956,873)
------------ ------------ ------------ ------------
Accumulated Deficit - End
of Period (1,089,800) (1,089,800) (961,928) (961,928)
============ ============ ============ ============
See accompanying accountant's report and notes, which are integral parts of
these financial statements
Iron Mask Mining Company
A Development Stage Corporation
Statement of Changes in Stockholders Equity
For the Three and Six Months Ended - December 31, 2000 and 1999
Qtr Ended Year to Date Qtr Ended Year to Date
12/31/00 12/31/00 12/31/99 12/31/99
------------ ------------ ------------ ------------
COMMON STOCK
Start of Period 830,366 830,366 799,366 799,366
------------ ------------ ------------ ------------
End of Period 830,366 830,366 799,366 799,366
ADDITIONAL PAID IN CAPITAL
Start of Period 215,936 215,936 215,936 215,936
------------ ------------ ------------ ------------
End of Period 215,936 215,936 215,936 215,936
ACCUMULATED DEFICIT
Start of Period (1,079,260) (1,045,899) (956,889) (956,873)
Current Period Profit
(Loss) (10,540) (43,901) (5,039) (5,055)
------------ ------------ ------------ ------------
End of Period (1,089,800) (1,089,800) (961,928) (961,928)
TOTAL STOCKHOLDERS EQUITY (43,498) (43,498) (53,374) (53,374)
============ ============ ============ ============
See accompanying accountant's report and notes, which are integral parts of
these financial statements
Iron Mask Mining Company
A Development Stage Corporation
Statement of Cash Flows
For the Three and Six Months Ended - December 31, 2000 and 1999
Qtr Ended Year to Date Qtr Ended Year to Date
12/31/00 12/31/00 12/31/99 12/31/99
------------ ------------ ------------ ------------
CASH FLOW FROM OPERATING
ACTIVITIES
Net Loss (10,540) (43,901) (5,039) (5,055)
Adjustments to
Reconcile to Net Cash
(Increase) Decrease
in Prepaid Insurance 750
Increase (Decrease)
in Payable Accounts 5,042 22,269 408 408
------------ ------------ ------------ ------------
Net Cash (Used) Provided
by Operating Activities (5,498) (20,882) (4,631) (4,647)
CASH FLOW FROM FINANCING
ACTIVITIES
Loan Proceeds 5,032 17,780 5,000 5,000
------------ ------------ ------------ ------------
Net Cash (Used) Provided
by Financing Activities 5,032 17,780 5,000 5,000
Net Increase (Decrease)
in Cash (466) (3,102) 369 353
Cash - Start of Period 710 3,346 57 73
------------ ------------ ------------ ------------
Cash - End of Period 244 244 426 426
============ ============ ============ ============
See accompanying accountant's report and notes, which are integral parts of
these financial statements
Iron Mask Mining Company
A Development Stage Company
Notes to the Financial Statements
December 31, 2000
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Development Stage Company - General Accounting In June 1975, the Financial
Accounting Standards Board (FASB) issued Statement of Financial Standards No 7
effective for fiscal periods beginning after January 1, 1976, for companies in
the development stage. That statement requires that such companies follow the
same accounting practices as operating companies and, thus, defer only those
costs which an operating company would normally defer and that dollar amounts be
assigned to shares issued for noncash considerations.
Development Activities - The primary business purpose of the Company is the
purchase and development of mining properties. The realization of profits and
recovery of development costs are dependent upon increased market values and the
recoverability of the minerals of the Company's properties.
Cash and Cash Equivalents - For the purpose of the statement of cash flows, the
Company considers all highly liquid debt instruments with a maturity of three
months or less to be cash equivalents.
Notes Payable - The Company had various notes payable to individuals. These
notes are to Bob Evans, Gerald Sarff, and Bob and Don Delany in the respective
amounts of $ 7,506, $ 6,367, and $ 3,907. These loans and advances are
generally due and payable within one year, thus, they are classified as current
Notes Payable. These individuals are related parties to Iron Mask Mining
Company.
Income Taxes - The Company files its corporate income tax returns as a
development stage company. Accordingly, all income and expense items are being
capitalized as development costs.
NOTE 2: CUMULATIVE DATA
Cumulative data has been recorded on the Statement of Income and Accumulated
Deficit and the Statement of Cash Flows. The cumulative data is from May 1,
1957, the date of organization, to December 31, 2000. Also included in Deficit
accumulated is the amount incurred by Yellow Pine Resources Inc. See Notes 3
and 4 for more information.
NOTE 3: ACQUISITION AGREEMENT YELLOW PINE RESOURCES INC
The Company entered an agreement with Yellow Pine Resources Inc to acquire all
of the outstanding shares of Yellow Pine Resources Inc in a stock for stock
exchange. After concluding the transaction, Iron Mask Mining Company owns 100%
of the outstanding stock of Yellow Pine Resources Inc. Iron Mask Mining
Company issued 6,000,000 shares to the shareholders of record of Yellow Pine
Resources Inc. Iron Mask received $ 341,796 of capitalized development costs
for income tax purposes and the applicable mining leases and other assets of
Yellow Pine Resources. $ 300,000 has been included as Common stock and $ 41,796
as additional paid in capital.
NOTE 4: CONSOLIDATION INFORMATION
Included in the deficit accumulated during development stage activities is $
341,796 incurred by Iron Mask Mining Company's wholly owned subsidiary Yellow
Pine Resources Inc. See Note 3 for more information concerning the acquisition
of Yellow Pine Resources Inc.
Iron Mask Mining Company
A Development Stage Company
Notes to the Financial Statements
December 31, 2000
NOTE 5: LAND SALE
During the year ended June 30, 2000, the company sold some land. This land was
acquired in approximately 1957 and the recorded book basis was $ 132,588 for
land, buildings, and equipment. The buildings and equipment had been fully
depreciated over their useful lives, and were either included in the sale or had
been discarded over the years and not recorded. The Company currently does not
own any real property, improvements, or equipment. The sales price for the
land, net of selling expenses was $ 57,829. The loan from Montana Land
Investments LLC, plus interest, was paid directly by the title company.
NOTE 6: AMERICAN DIATOMITE LLC AGREEMENT AND RELATED PARTY ACTIVITY
In May of 1999, Iron Mask Mining Company entered into an agreement with American
Diatomite LLC. Under the terms of this agreement, Iron Mask Mining Company
issued to American Diatomite LLC 6,200,000 shares of restricted common stock,
par value $ 0.005. Iron Mask Mining Company received in exchange for this
stock, the right to mine and develop the property currently owned by American
Diatomite LLC. There is a provision for an option to purchase in 5 years.
Two of the principals in American Diatomite LLC also serve on the board of
directors and are shareholders of Iron Mask Mining Company. Thus, the agreement
with American Diatomite LLC is considered a related party transaction. This
transaction has been recorded as a credit to common stock of $ 31,000 and a
Right to Mine operating expense. The value of this transaction was recorded at
par value for the stock.
IRON MASK MINING COMPANY
FORM 10-QSB
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2000
Item 2. Management's Discussion and Analysis or Plan of Operation
The Company is a mining company engaged in exploration and development
activities. The Company is pursuing opportunities within the mining industry as
well as other industries. The Company filed Form 10-SB General Form for
Registration of Securities with the Security and Exchange Commission on March
22, 2000. The Company's registration became effective on April 26, 2000.
Pennaluna and Company has made formal application with NASD (National
Association of Security Dealers) to list Iron Mask Mining Company's stock on the
electronic bulletin board. Public trading will begin when and if the
application is approved. The Company expects its shares will be listed on the
bulletin board exchange in first quarter 2001 and intends to begin mining
operations in early summer 2001. The Company's fiscal year end is June 30th.
OVERVIEW
The Company was formed on May 16, 1957 and engaged in mining activities from
1957 to 1991. From 1991 to February 1999 the Company was inactive. On March 5,
1999, the Company acquired 100% of the stock of Yellow Pine Resources, Inc., in
exchange for 6,000,000 shares of the Company's common stock. On May 10th, 2000,
the Company entered into an agreement with American Diatomite, L.L.C., to
develop, mine and retain profits from 42 unpatented mining claims in exchange
for 6,200,000 shares of iron Mask Mining Company common stock. The Company has
a five-year option to purchase the 42 mining claims for $ 3,000,000 from
American Diatomite, L.L.C. The $ 3,000,000 purchase option price is exclusive
of capital gains taxes incurred by American Diatomite, L.L.C.
Revenues
The Company's revenues of $ 21 for the six months ended December 31, 2000 was
derived entirely from interest income, compared to total revenues of $ 41, of
which $ 16 was from interest income and $ 25 was from miscellaneous income, for
the same period in the prior year.
Expenses
Total expenses for the six months ended December 31, 2000 and December 31, 1999
were $ 43,922 and $ 5,096 respectively. In the current quarter significant
costs were related to the registration and filing requirements of the Company's
common stock. Professional fees were $ 11,481 and $ 5,000 respectively and were
related to the costs of registering the Company's stock and SEC filings. Bank
fees and interest expense on short-term loans were $ 1,232 and zero
respectively. License costs were $ 30 and $ 60 for each period. Payroll taxes
and insurance costs were $ 966 and zero respectively. Assessment expense was $
20,000 and zero for each period. Other costs were $ 10,213 and $ 36
respectively. Amounts included as other costs were related to site clean-up
costs, bonding costs, office expenses and supplies, travel and miscellaneous
expenses.
FINANCIAL CONDITION
Liquidity
Cash decreased $3,102 during the first two quarters. Prepaid insurance
decreased $750. Accounts payable increased $24,026, due to assessment and
professional fees incurred. Interest payable decreased $1,757. The interest
payable amounts were added to notes payable to related parties. Long-term debt
increased $17,779. All long-term debt is owed to related parties.
IRON MASK MINING COMPANY
FORM 10-QSB
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2000
Capital Requirements
The Company's stock registration, listing, and subsequent offering will allow
the Company to raise the capital needed to pursue its long-term goals of
developing its gold
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 a Vote of Security Holders.
None
Item 5. Other information.
None
Item 6. Exhibits and Reports of Form 8-K
(a) Exhibits required by Item 601:
(27) Financial Data Schedule, Electronic Filing Only Attached
(b) Reports on Form 8-K
During the Quarter ended December 31, 2000 the Registrant filed no Form 8-Ks.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
IRON MASK MINING COMPANY
/s/
BY: ------------------------------------ DATE: February 12, 2001
Robert Delaney, President and Director