U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
Quarterly Report Under Section 13 or 15 (d) of
the Securities Exchange Act of 1934
For the Quarter Ended September 30, 2002 Commission File No. 0-9416
WCM CAPITAL, INC.
(FORMERLY FRANKLIN CONSOLIDATED MINING CO., INC.)
(Exact name of registrant as specified in its charter)
Delaware #13-2879202
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 343, Millburn, New Jersey 07041
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area code (973)-467-9330
The Number of Shares Outstanding of Common Stock
$.01 Par Value, at September 30, 2002 1,318,767
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 |_|
"Explanatory Note:
WCM Capital, Inc. (the "Company") is filing this amendment to its Form 10-QSB
for the quarter ended September 30, 2002, solely to remove the Accountant's
Review Report filed with said Form 10-QSB which Accountant's Review Report was
filed in error. The financial statements included in the Form 10-QSB have been
prepared by management and have not been reviewed by the Company's independent
accountants."
WCM CAPITAL, INC.
FINANCIAL STATEMENTS
NINE MONTHS ENDED
SEPTEMBER 30, 2002 AND 2001
CONTENTS
Page
----
Financial Statements:
Balance Sheets 1
Statements of Operations 2
Statements of Cash Flows 3 - 4
Notes to Financial Statements 5 - 14
WCM CAPITAL, INC.
(An Exploration Stage Company)
BALANCE SHEETS
ASSETS
30-Sep
---------------------------
2002 2001
------------ -----------
Assets - Mining Reclamation bonds $ 144,689 141,853
============ ===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
$ 2,161,962 1,877,141
Convertible debentures 145,000 145,000
Notes payable:
Related companies and others 297,029 297,029
U.S. Mining Inc. - related company 125,459 72,814
------------ -----------
Total current liabilities 2,729,450 2,391,984
------------ -----------
Commitments and contingencies
Stockholders' deficiency:
Common stock, par value $.01 per share; 40,000,000 shares
authorized; 1,318,767 shares issued and outstanding 13,188 13,188
Additional paid-in capital 18,390,360 18,390,360
Deficit accumulated during the exploration stage (20,988,309) (20,653,679)
------------ -----------
Total stockholders' deficiency (2,584,761) (2,250,131)
------------ -----------
Total $ 144,689 141,853
============ ===========
The accompanying notes are an integral part of these financial statements.
F-1
WCM CAPITAL, INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
Cumulative
December 1,
1976
(Inception)
Nine Months Ended Three Months Ended through
September September 30-Sep
2002 2001 2002 2001 2002
----------- ---------- ---------- ---------- -----------
Revenues:
Sales $ -- -- -- -- 876,082
Interest income 2,137 2,098 712 699 558,782
Forgiveness of debt -- -- -- -- 1,768,829
Other income -- -- -- -- 79,397
----------- ---------- ---------- ---------- -----------
Total 2,137 2,098 712 699 3,283,090
----------- ---------- ---------- ---------- -----------
Expenses:
Mine expenses and environmental remediation costs 10,934 5,585 5,585 3,689,158
Write down of inventories -- -- -- -- 223,049
Loss on sale/write down of mining, milling and
other property and equipment 6,638,901
Depreciation and depletion -- -- -- -- 1,910,543
General and administrative 26,102 73,334 7,500 13,687 8,010,262
Interest 48,380 46,753 16,216 16,192 1,635,338
Amortization of debt issuance 683,047
Loss on settlement of litigation -- -- -- -- 100,000
Loss on sale of property -- -- -- -- 225,000
Equity in net loss and settlement of claims
of Joint Venture 1,059,971
Other -- -- -- -- 96,130
----------- ---------- ---------- ---------- -----------
Total 85,416 125,672 23,716 35,464 24,271,399
----------- ---------- ---------- ---------- -----------
Net loss $ (83,279) (123,574) (23,004) (34,765) (20,988,309)
=========== ========== ========== ========== ===========
Loss per common share $ (0.06) (0.09) (0.02) (0.03)
=========== ========== ========== ==========
Weighted average shares outstanding 1,318,767 1,318,767 1,318,767 1,318,767
=========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
F-2
WCM CAPITAL, INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
Cumulative
December 1,
1976
Nine Months Ending (Inception)
Sept. 30 through
---------------------- Sept. 30
2002 2001 2002
-------- -------- -----------
Cash flows from operating activities:
Net loss $(83,279) (123,574) (20,988,309)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and depletion -- -- 1,910,543
Forgiveness of debt -- -- (1,768,829)
Provision for uncollectible account -- -- 350,000
Write down of mining, milling and other
property and equipment -- -- 6,638,901
Amortization of debt issuance expense -- -- 683,047
Loss on sale of equipment -- -- 225,000
Value of common stock issued for:
Services and interest -- -- 1,934,894
Settlement of:
Litigation -- -- 100,000
Claims by joint venture partner -- -- 936,000
Compensation resulting from stock options granted -- -- 311,900
Value of stock options granted for services -- -- 112,500
Equity in net loss of joint venture -- -- 123,971
Other -- -- (7,123)
Changes in operating assets and liabilities:
Interest accrued on mining reclamation bonds (2,137) (2,097) (19,688)
Accounts payable and accrued expenses 51,026 52,857 2,424,179
Payroll and other taxes -- -- (29,960)
-------- -------- -----------
Net cash used in operating activities (34,390) (72,814) (7,062,974)
-------- -------- -----------
Cash flows from investing activities:
Purchases and additions to mining, milling and other
property and equipment -- -- (5,120,354)
Purchases of mining reclamation bonds, net -- -- (125,000)
Deferred mine development costs and other expenses -- -- (255,319)
-------- -------- -----------
Net cash used in investing activities -- -- (5,500,673)
-------- -------- -----------
The accompanying notes are an integral part of these financial statements.
F-3
WCM CAPITAL, INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
Cumulative
December 1,
1976
(inception)
Nine Months Ended through
Sept. 30 Sept. 30
2002 2001 2002
------- ------ -----------
Cash flows from financing activities:
Issuance of:
Common stock $ -- -- 8,758,257
Underwriter's stock warrants -- -- 100
Commissions on sales of common stock -- -- (381,860)
Purchases of treasury stock -- -- (12,500)
Payments:
Deferred underwriting costs -- -- (63,814)
Debt issuance expenses -- -- (164,233)
Repayments:
Other notes and loan payables -- -- (120,000)
Loans from affiliate -- -- (48,661)
Proceeds:
Exercise of stock options -- -- 306,300
Advances from joint venture partner -- -- 526,288
Other notes and loans payable 34,390 72,814 2,383,833
Loans from affiliate -- -- 55,954
Issuance of convertible debentures and notes -- -- 1,505,000
Advances to joint venture partner -- -- (181,017)
------- ------ -----------
Net cash provided by financing activities 34,390 72,814 12,563,647
------- ------ -----------
Increase (decrease) in cash -- -- --
Cash Beginning -- -- --
------- ------ -----------
Cash Ending $ -- -- --
======= ====== ===========
Supplemental disclosure of cash flow data -
Interest paid $ -- -- 299,868
======= ====== ===========
The accompanying notes are an integral part of these financial statements.
F-4
WCM CAPITAL, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2002 AND 2001
NOTE 1 - BASIS OF PRESENTATION/GOING CONCERN UNCERTAINTY:
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. However, the Company has had recurring
losses and cash flow deficiencies since inception. As of September 30, 2002 and
2001, the Company had no cash balance, an accumulated deficit of $20,988,309 and
$20,653,679 respectively, and a working capital deficiency of $2,729,450 and
$2,391,984 respectively. The Company was in default on the payment of the
principal balances and accrued interest on certain notes and debentures (Notes
5, 6 and 7). In addition to the payable of its current liabilities, management
estimates that the Company will incur general, administrative, and other costs
and expenditures, exclusive of any costs and expenditures related to any mining
and milling operations or environmental matters (Note 8B), at a rate of
approximately $25,000 per month during the year 2002 as based upon the year 2001
actual costs. Such matters raise substantial doubt as to the Company's ability
to continue as a going concern.
U.S. Mining Co. (USM), has verbally pledged to provide financing to the
Company on an as needed basis through December 31, 2002. The funds will cover
general, administrative and other costs. Additional funds will be needed to
support the extraction and milling processes once underway as well as to upgrade
the processing facilities to allow for an increase in ore processing capacity.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Organization:
WCM Capital, Inc. (formerly Franklin Consolidated Mining Co., Inc.)
(Company), incorporated on December 1, 1976 under the laws of the State of
Delaware, was formed to engage in the exploration, development and mining of
precious and non-ferrous metals, including gold, silver, lead, copper and zinc.
The Company owns or has an interest in a number of precious and non-ferrous
metal properties. The Company's principal mining properties are (i) the Franklin
Mines, located near Idaho Springs in Clear Creek County, Colorado, for which the
Company acquired the exclusive right to explore, develop, mine, and extract all
minerals located in approximately 51 mining claims of which 28 are patented
(Franklin Mines) and (ii) the Franklin Mill, a crushing and flotation mill which
is located on the site of the Franklin Mines (Franklin Mill). The Company is an
exploration stage enterprise, as it did not generate any significant revenues
through September 30, 2002.
F-5
WCM CAPITAL, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 AND 2001
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):
During October 1998, the Company's shareholders approved an amendment to
its certificate of incorporation changing the name of the Company to WCM
Capital, Inc.
The Company had an accounting policy of capitalizing milling and mining
exploration costs because they are a development stage company and operations
had not commenced.
Subsequent to the year ended December 31, 2000, the Securities and
Exchange Commission deemed the financial statements for the years ended December
31, 1996, 1997, 1998 and 1999 as unaudited because the accounting firm for each
year did not secure the consent of the prior firm to use their report in the
financial statements they reported thereon.
The SEC also stated that since this was a development stage company for
approximately 20 years, the Company should write off as an impairment loss, all
the capitalized milling and mining exploration costs as these costs were
materially in excess of the undiscounted projected net profits to be realized
from future operations. The Company agreed with the SEC findings.
Therefore, for the year beginning January 1, 1996, the Company expensed
all prior capitalized milling and mining exploration costs, as an impairment
loss. This change of accounting policy and correction of an error had a
significant impact on the financial statement for the year ended December 31,
1996 and all subsequent years. Therefore the reports on the financial statements
for the prior years from December 31, 1998 through December 31, 2001 have been
noted and reissued as of December 31, 2001.
Accounting Estimates:
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make certain estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements, as well as the reported amounts of revenues
and expenses during the reporting period. While actual results could differ from
those estimates, management does not expect such variances, if any, to have a
material effect on the financial statements.
Fair value of Financial Instruments:
The carrying amount of the Company's borrowings approximate fair value.
F-6
WCM CAPITAL, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 AND 2001
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):
Mining, Milling and Other Property and Equipment:
Recorded at costs incurred to acquire, improve and develop mining and
milling properties capitalized and amortized in relation to the production of
estimated reserves. General exploration costs and costs to maintain the mineral
rights and leases are expensed as incurred. Management periodically reviews the
recoverability of the capitalized mineral properties and mining equipment.
Management takes into consideration various information including, but not
limited to, historical production records taken from previous mine operations,
results of exploration activities conducted to date, estimated future prices and
reports and opinions of outside geologists, mine engineers, and consultants.
When it is determined that a project or property will be abandoned or its
carrying value has been impaired, a provision is made for any expected loss on
the project or property.
Post-closure reclamation and site restoration costs are estimated based
upon environmental and regulatory requirements and accrued over the life of the
mine using the units-of-production method. Current expenditures relating to
ongoing environmental and reclamation programs are expenses as incurred.
Depreciation of equipment is computed using the straight-line method over
the estimated useful lives of the related assets.
As stated under "Organization of This Note", all prior capitalized milling
and mining exploration costs were written off as impairment losses as of
December 31, 2001.
Impairment of Long-Lived Assets:
The company has adopted the provisions of FASB Statement of Financial
Accounting Standards No. 121, "Accounting of the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of" (SFAS 121). Under SFAS 121,
impairment losses on long-lived assets are recognized when events or changes in
circumstances indicate that the undiscounted cash flows estimated to be
generated by such assets are less than their carrying value and, accordingly,
all or a portion of such carrying value may not be recoverable. Impairment
losses then are measured by comparing the fair value of assets to their carrying
amounts. The Company, due to certain restrictions associated with milling
operations, sold the Gold Hill Mill Properties on June 5, 1998 in exchange for
property and equipment with a market value of $725,000 and a 14% note receivable
of $350,000. As of December 31, 1998, this note was voided and a $200,000
impairment loss was taken against the $725,000 of equipment acquired. As of
December 31, 2000, the Company determined that the recoverability of the
carrying amount of the equipment was uncertain; therefore, the remaining cost of
the equipment was impaired in the amount of $525,000. All other property and
equipment were considered impaired as of December 31, 1997, for a total
impairment loss of $5,913,901.
F-7
WCM CAPITAL, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 AND 2001
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):
Revenue Recognition:
Revenues, if any, from the possible sales of mineral concentrates will be
recognized by the Company only upon receipt of final settlement funds from the
smelter.
Environmental Remediation Costs:
Accrued based on estimates of known environmental remediation exposures.
Ongoing environmental compliance costs, including maintenance and monitoring
costs are expensed as incurred.
Income Taxes:
Deferred income taxes are to be provided on transactions, which are
reported in the financial statements in different periods than for income tax
purposes. The Company utilized Financial Accounting Board Statement No. 109,
"Accounting for Income Taxes," ("SFAS 109"). SFAS 109 requires recognition of
deferred tax liabilities and assets for expected future tax consequences of
events that have been included in the financial statements or tax returns. Under
this method, deferred tax liabilities and assets are determined based on the
difference between the financial statements and tax basis of assets and
liabilities using enacted tax rates in effect for the year in which the
difference is expected to reverse. Under SFAS 109, the effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date. Valuation allowances are established
when it is necessary to reduce deferred tax assets to the amounts expected to be
realized (Note 9).
Loss Per Common Share:
The Company has adopted SFAS 128 "Earnings Per Share" ("SFAS 128"), which
requires the presentation of "basic" and "diluted" earnings per share on the
face of the income statement. Income or loss per common share is computed by
dividing the net income or loss by the weighted average number of common shares
outstanding during each period. Common stock equivalents have been excluded from
the computations since the results would be anti-dilutive. Losses per share have
been restated for prior periods to give effect to the reverse stock splits
during 1999 and 1998 (Note 10).
F-8
WCM CAPITAL, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 AND 2001
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):
Statement of Comprehensive Income:
SFAS 130 "Reporting Comprehensive Income" prescribes standards for
reporting comprehensive income and its components. Since the Company currently
does not have any items of comprehensive income, a statement of comprehensive
income is not required.
NOTE 3 - ACQUISITIONS OF MINING AND MILLING PROPERTIES:
On December 26, 1976, the Company acquired Gold Developers and Producers
Incorporated, a Colorado corporation, which prior to the acquisition, leased 28
patented mining claims from Audrey and David Hayden and Dorothy Kennec pursuant
to a mining lease and option to purchase, dated November 12, 1976 (hereinafter
referred to as "Hayden" and "Kennec"). In 1981, the Company commenced a
rehabilitation program to extend and rehabilitate the shafts and tunnels in
place at the Franklin Mines, install the Franklin Mill, and search for and
delineate a commercial ore body. In 1983, the Company completed the Franklin
Mill.
On July 3, 1996, the Company acquired the Gold Hill Mill from a wholly
owned subsidiary of Gems, in exchange for an 8% mortgage note with an initial
principal balance of $2,500,000. The Gold Hill Mill was a fully permitted
milling facility located in Boulder, Colorado. All the Gold Hill Mill assets
were sold during 1998 (See Note 2).
NOTE 4 - NOTES PAYABLE - RELATED PARTY AND OTHERS:
Due to related party and others consisting of the following at September
30:
2002 2001
-------- -------
12% unsecured demand notes due to the Company's
former President and his affiliated entity $142,719 142,719
Secured promissory note (a) 60,000 60,000
Unsecured promissory notes (b) 94,310 94,310
-------- -------
$297,029 297,029
======== =======
F-9
WCM CAPITAL, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 AND 2001
NOTE 4 - NOTES PAYABLE - RELATED PARTY AND OTHERS (continued):
(a) The outstanding principal balance of the note, payable on July 18, 1996 was
defaulted; collateralized by a subordinated security interest in the Company's
mining reclamation bond. Interest is payable based on the rate of interest
applicable to the mining reclamation bond (8% at September 30, 2002).
(b) This principal amount represents four unsecured promissory notes. The
Company assumed these obligations on Novembers 25, 1997, as part of the
acquisition from USM. These notes were in default when assumed by the Company,
and remain in default as of September 30, 2002; interest is being accrued at
17%.
Accrued interest on the above notes at September 30, 2002 aggregated
approximately $150,000.
NOTE 5 - CONVERTIBLE DEBENTURES AND OTHER CONVERTIBLE DEBT:
As of September 30, 2002, consists of a 12.25% convertible debenture in
the amount of $145,000 that matured on March 31, 1994.
As of September 30, 2002, the Company was in default with respect to the
principal balance of the debenture and accrued interest of approximately
$133,240. As a result of its default, the Company may be subject to legal
proceedings by the Transfer Agent/Trustee under the Indenture Agreement or from
debenture holders seeking immediate repayment of principal plus interest and
other costs. Management cannot assure that funds will be available for the
required payments or the effect will be of any actions brought by or on behalf
of the debenture holders (Note 7c).
In September 1996, the Company acquired a 20% interest in Newmineco by
issuing a 9.5% note of $600,000 payable to Gems, convertible to common stock at
the Company's option on or after January 1, 1997. On February 10, 1997, the
Company notified the assignees that it elected to convert the principal balance
into 102,564 shares of common stock, as adjusted, based on the conversation rate
of $5.85, per share as adjusted. As a result of problems concerning permitting
and various other issues related to the Mogul Mines, the purchase price was
reduced to $150,000 on March 31, 1996 and to zero on March 31, 1997. The
$450,000 (1996) and $150,000 (1997) reductions in the purchase price were
effectuated through an equivalent reduction in the principal balance of an 8%
mortgage notes payable to an affiliate of Gems by the Company.
F-10
WCM CAPITAL, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 AND 2001
NOTE 6 - NOTE PAYABLE - RELATED PARTY:
8% promissory note with a balance of $955,756, at December 31, 1997,
representing advances to the Company by an affiliated entity, POS Financial,
Inc. (POS), a New Jersey corporation, and obligations assumed in connection with
the contributions of Joint Venture interest (Note 3). The note was payable on
May 4, 1998, and is secured by all the Company's mining claims and mining
properties. The note is subject to successive 30-day extensions throughout 1998
and 1999 upon the mutual agreement of the maker and lender for no additional
consideration. On March 5, 1998, POS assigned this note to USM. Both POS and USM
are considered related parties as they are owned by a director of WCM and can
exert significant influence over the Company. The principal balance due of
$1,768,829 was forgiven by USM as of December 31, 2000. Accrued interest of
$337,022 remains a liability of the Company.
Additional principal amounts loaned to the Company totaling $125,459
through September 30, 2002 remain unpaid as of that date.
NOTE 7 - COMMITMENTS AND CONTINGENCIES:
On November 13, 1997, Hayden entered into an agreement to sell the Hayden
interests to USM for a purchase price of $75,000 (the "Hayden-USM Purchase
Agreement"). The purchase price was evidenced by a promissory note, due February
2, 1998. Payment on the note has been waived until USM receives a report of
clear title.
Upon the execution of the Hayden-USM Purchase Agreement, USM agreed to
give Hayden mineral rights to certain land parcels and will make royalties which
will be expenses as incurred.
Kennec receives a 50% share on land and mineral rights on certain parcels of
acreage.
All royalty payments made under the Hayden and Kennec agreements were
expensed as incurred as mine expenses and environmental remediation costs in the
accompanying Statement of Operations.
As of September 30, 2002, USM had not received clear title and terminated the
agreement.
F-11
WCM CAPITAL, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 AND 2001
NOTE 7 - COMMITMENTS AND CONTINGENCIES (continued):
The Company paid a monthly rental of $3,500 (on a month to month basis)
for the office space, secretarial and other services provided to the Company
pursuant to an oral agreement with a non-affiliate. As of February 28, 2001, the
Company ceased its tenancy.
(b) Environmental Matters:
During 1999, inspections of the Franklin Mining properties revealed that
certain drainage problems and substandard linings at the tailings disposal areas
created potential hazards and that protection measures are required.
The Company received a letter dated March 9, 2001 from the Colorado
Division of Minerals and Geology (the "DMG"), which set forth measures that must
be taken to bring the site into compliance with groundwater regulations and to
stabilize the tailings pond and site. In the event the Company completes all of
the required actions by May 30, 2002, a Temporary Cessation order will be
granted by DMG. In the event a Temporary Cessation is granted, no further
reclamation work or mining work would be required for the duration of the
Temporary Cessation, beyond basic maintenance and reclamation required to keep
the site from further deterioration.
(c) Litigation:
The Company is involved in various litigations:
(i) The Company and others were defendants in an action related to a dispute
over fees for engineering consulting services. The parties settled this matter
in September 1999 and litigation was discontinued.
(ii) In September 1997, certain of the Company's 12.25% Convertible Debenture
holders (see Note 6) instituted an action against the Company for payment of
approximately $42,500 principal amount of its 12.25% Convertible Debentures plus
accrued and unpaid interest totaling approximately $13,000 and other costs and
expenses related thereto. The Company answered the aforesaid complaint. A
default judgment was entered against the Company in the amount of $42,500 plus
interest, costs and disbursements. The Company and USM have been negotiating
with the debenture holders without arriving at a settlement. The continued
default could result in the Company being subject to additional legal
proceedings. In addition, there is no assurance that funds will be available to
cure the default or reach a settlement.
F-12
WCM CAPITAL, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 AND 2001
NOTE 7 - COMMITMENTS AND CONTINGENCIES (continued):
(iii) On or about May 14, 1998, Redstone Securities Inc. ("Redstone") commenced
an action against the Company in connection with an Investment Banking Agreement
dated August 28, 1996, between Redstone and the Company. On or about July 31,
1998, the Company answered the complaint and filed a cross complaint against
Redstone. In September 1999, the matter was settled whereby the Company agreed
to lift the stop transfer order on the shares held by Redstone allowing them the
ability to sell those shares to an unqualified third party.
(d) NASDAQ Notification:
During 1998 and 1999, the Company received notification letters from
NASDAQ informing them that the Company's common stock was not in compliance with
the NASDAQ small-cap market price requirement of $1.00, which became effective
on February 23, 1998.
In order to mitigate the minimum bid price requirement, the Company
effectuated reverse stock splits during 1998 and 1999 (Note 10). After each
reverse split, the Company's stock price remained above the $1.00 minimum bid
price requirement for the necessary ten-day period.
The Company currently is not in compliance with the minimum bid price
requirement; additionally, there can be no assurance that the company's common
stock will be able to meet such compliance in the future.
NOTE 8 - INCOME TAXES:
As of September 30, 2002, the Company had federal net operating loss
carryforwards of approximately $12,250,000 available to reduce future federal
taxable income, which, if not used, will expire at various dates through
December 31, 2020. Changes in the ownership of the Company may subject these
loss carryforwards to substantial limitations.
The Company has offset the carrying value of the deferred tax attributable
to the potential benefits from such net operating loss carryforwards by an
equivalent valuation allowance due to the uncertainties related to the extent
and timing of its future taxable income. There are no other material temporary
differences.
F-13
WCM CAPITAL, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 AND 2001
NOTE 9 - STOCKHOLDERS' EQUITY:
(a) Reverse Stock Splits:
On May 26, 1998, the Company effectuated a twenty-five-for-one reverse stock
split, and a three-for-one reverse stock split on March 20, 1999. The
accompanying financials give retroactive effect to these reverse stock splits.
(b) Common Stock Reserved for Issuance:
At September 30, 2002, there were 3,867 shares of common stock reserved for
issuance upon the exercise of the 12.25% $145,000 convertible debentures (see
Note 6).
(c) Issuance of Common Stock
From March 1, 1976 (inception) through September 30, 2002, the Company issued
common stock for:
Shares Amount
--------- ------------
Cash, including net proceeds of $283,995 from Public offering 355,648 $ 8,758,256
Exercise of stock options 46,298 792,250
Commissions on sales of common stock -- (451,483)
Purchase and retirement of treasury stock (666) (12,500)
Non-cash, other than related parties:
Services and property 165,582 1,673,394
Conversion of debentures and notes payable 246,107 2,648,820
Stock options and stock warrants granted -- 39,100
Settlement of litigation and other 13,710 100,000
Non-cash, related parties:
Services and property 97,919 918,030
Settlement of claims by related parties 80,000 936,000
Repayment of related party loans 314,169 3,001,681
--------- ------------
1,318,767 $ 18,403,548
========= ============
F-14
MANAGEMENT'S DISCUSSION AND ANALYSIS
CAUTIONARY STATEMENT ON FORWARD LOOKING STATEMENTS
Except for the historical information contained herein, Management believes that
certain of the matters discussed in this Quarterly Report for the period ended
September 30, 2002 are "forward looking risks and uncertainties which cause
actual results to differ materially from those discussed herein including, but
not limited, risks relating to changing economic conditions, change in price as
disclosed in this Quarterly Report. The Company cautions readers that any such
forward-looking statements are based upon management's current expectations and
beliefs but are not guaranties of future performance. Actual results could
differ materially from those expressed or implied in forward-looking statements.
Liquidity and Capital Resources
The Company had no active mining or milling operations during the second quarter
ended September 30, 2002.
During the first quarter of 2000, we filed a notice with the DMG requesting that
our permit be placed into Temporary Cessation. A Temporary Cessation is a
limited period of non-production, which results when an operator plans to
temporarily cease production for at least 180 days upon filing of a notice of
such intent with the DMG. As a condition to granting the request, the Company
must address certain issues with respect to groundwater and tailings disposal
ponds. Thus, the Company's efforts have been focused on addressing these issues.
We have adequately addressed the concerns of the DMG and was granted a Temporary
Cessation in the first quarter of 2002.
While we have actively sought to place our permit into Temporary Cessation, we
remain hopeful that economically viable commercial mining operations at the
Idaho Springs mining facilities can be conducted in the future. Given the
current economic climate and our efforts concerning the Temporary Cessation
order, it is highly unlikely that we the Company will begin operating in fiscal
year 2002.
Management estimates that we will incur general, administrative and other costs
and expenditures, exclusive of any costs and expenditures related to any mining
and milling operations and interest, at the rate of approximately $20,000 per
month for the remainder of 2002.
U.S. Mining Co. and its sole shareholder, William C. Martucci, has verbally
pledged to provide financing to the Company on an as needed basis for purposes
of meeting our general administrative and other costs until on or about December
31, 2002. The Company cannot assure, however, that USM will fulfill its
commitment to fund the Company's operations through year-end 2002. The funds
received from USM will cover the general, administrative and other costs
approximated at $20,000 per month. Additional monies will be needed to ready the
Franklin Mine and Milling properties for the commencement of extraction and
milling and to support the extraction and milling processes once underway as
well as to upgrade the processing facilities to allow for an increase in ore
processing capacity should we decide to reactivate our permit.
There can be no assurance that the Company will have adequate funds available to
repay the funds advanced by USM or that USM will fulfill its obligations to fund
the Company through December 31, 2002.
WCM Capital, Inc.
10-QSB/A Quarter Ended 9/30/02
Results of Operations:
Nine months ended SEPTEMBER 30, 2002 and 2001
The Company had a net loss of $83,279 for the nine months ended September 30,
2002 as compared to a net loss of $123,574 during the same period in 2001.
Mining expenses were $10,934 for the nine months ended SEPTEMBER 30, 2002 as
compared to $5,585 for the same period in 2001.
General and administrative expenses were $26,102 for the nine months ended
SEPTEMBER 30, 2002 compared with $73,334 during the same period in 2001. This
decrease resulted from a decrease in professional fees.
Interest expense was $48,380 and $46,753 for the nine months ended September 30,
2002 and 2001, respectively.
Three months ended September 30, 2002 and 2001
The Company had a net loss of $23,004 for the three months ended September 30,
2002 as compared to a net loss of $34,765 during the same period in 2001.
There were no mining expenses for the three months ended September 30, 2002 as
compared to $5,585 expended for the same period in 2001.
General and administrative expenses were $7,500 for the three months ended
September 30, 2002 compared with $13,687 for 2001. This difference resulted from
a decrease in professional fees.
Interest expense was $16,216 and $16,192 for the three months ended September
30, 2002 and 2001, respectively.
WCM Capital, Inc.
10-QSB/A Quarter Ended 9/30/02
PART II
Item 1. Legal Proceedings
The Company, from time to time, may become involved in various legal actions
associated with the normal conduct of its business operations. No such actions,
other than those set forth below, involve known material gain or loss
contingencies not reflected in the Company's financial statements.
Convertible Debentures
On June 1, 1994, the Company advised the Transfer Agent/Trustee that the Company
was not in compliance with certain of the terms of the indenture (the
"Indenture") relating to the Company's 12 1/4% Convertible Debentures (the
"Debentures") in that it had not maintained current filings with the Securities
and Exchange Commission (the "Commission") as required. Accordingly, the
Transfer Agent/Trustee was instructed not to convert any of the Debentures into
Common Stock of the Company until such time as the Company notified the Transfer
Agent. The Company failed to make required sinking fund payments in 1994 and was
unable to pay the principal balance of the Debentures due on December 31, 1994
resulting in default under the terms of the Indenture.
In September, 1997, certain of the Company's 12 1/4% Convertible Debenture
holders, including the Hopis Trust (the "Plaintiff Debentureholders") instituted
an action in the Supreme Court of the State of New York against the Company for
payment on approximately $42,500 principal amount of Debentures plus accrued and
unpaid interest totaling approximately $13,000 and other costs and expenses
related thereto.
Thereafter, the Plaintiff Debentureholders moved for summary judgment against
the Company. The Company did not to oppose the motion and default was entered
against the Company in the amount of $42,500 plus interest, costs and
disbursements (the "Default"). Moreover, the issue of attorney's fees was
severed from the case and all to be set down for an inquest.
In February 1998, USM entered into an Agreement with the Plaintiff
Debentureholders agreeing to pay the Judgment plus certain additional costs in
the event that the Company fails to pay the Judgment and USM consummates the
Transaction with the Company. In the event that USM did not consummate the
Transaction by July 12, 1998, USM agreed to pay the Plaintiff Debentureholders
$5,100 for their Agreement not to enter the Judgment against the Company or
pursue the inquest. Plaintiff Debentureholders agreed not to enter the Judgment
against the Company until July 12, 1998 or until USM notifies them that it will
not pursue the Transaction.
On or about April 6, 1998, Martucci terminated his letter of intent to
consummate the Transaction with the Company. Despite such termination, Plaintiff
Debentureholders agreed to extend the terms of their Agreement with USM through
December 1998. As of date hereof, the Company is not aware of any further
extension nor, to its knowledge has the Judgment been entered. If the proposed
settlement is not consummated, there can be no assurance that the Judgment will
not be entered and the Company will be required to pay the amount of the
Judgment, including any costs, interest and penalties related thereto.
WCM Capital, Inc.
10-QSB/A Quarter Ended 9/30/02
The continued default in the Debentures by the Company may result in Company
being subject to additional legal proceedings by the Transfer Agent/Trustee
under the Indenture or from other holders seeking immediate payment of the
$102,500 plus related interest and penalties. While the Company hopes to cure
the default or, in the alternative, reach an acceptable settlement arrangement
with the holders, there can be no assurance that the funds will be available in
the future to meet all of the Company's obligations.
On November 2, 2000 American Stock Transfer and Trust Company served the Company
with a summons, as Trustee under the Indenture dated January 2, 1990 to receive
damages on behalf of the holders of the Company's 12-1/4% Convertible Debenture
Holders in the amount of $142,000.00 plus interest and other fees. This action
is as a result of the default on the Debentures described above and are separate
and apart from the September 1997 action, which involves specific debenture
holders. As of the date of this report, there has been no further developments
with either proceedings.
Environmental Matters:
As of the date hereof, the Company has no violations against it with respect to
the Franklin Mines and Franklin Mill. While there are no outstanding violations
against the Company at this time, there can be no assurance that the Company
will be able to adequately comply with any future conditions set forth by the
DMG regarding its permit or that violations will not arise in the future.
There can be no assurance, however, that the Company will adequately address the
groundwater and tailings issues relating to its notification to place its permit
into Temporary Cessation, which may result in violations cited by the DMG.
NASDAQ Listing
On or about October 5, 2001, the Company received a delisting notification from
the NASDAQ Stock Market pursuant to which the Staff determined that the Company
failed to comply with the filing, net tangible assets/shareholders'
equity/market capitalization/ net income and disclosure requirements, as set
forth in the Nasdaq Marketplace Rules 4310(c)(14), 4310(c)(02)(B) and
4310(c)(16). In addition, the Staff cited the Company for certain public
interest concerns, as referenced in Marketplace rules 4300 and 4330(a)(03). On
or about October 12, the Company sent a formal request for continued listing on
the Nasdaq SmallCap Market, notwithstanding the Staff's determinations as set
forth above. On or about October 16, 2001, the Company received confirmation
that our request will be considered at an oral hearing to be held before a Panel
authorized by the Board of Directors of the Nasdaq Stock Market, Inc. Board of
Directors on Thursday, November 15, 2001 at 9:30 a.m. in Washington DC. On or
about November 14, 2001, the Company, by letter, withdrew it request for a
hearing and voluntarily withdrew its securities from listing on the Nasdaq Small
Cap Market.
Nasdaq also halted trading in the Company's stock on or about September 9, 2001
with respect to issues relating to the subject matter of the delisting
proceedings and in response to the Company's press release of September 9, 2001
regarding errors in the Company's financial statements. See Item 5. Other
Information-Company's Financial Statements.
Since the Company's stock will no longer be included for continued listing on
the Nasdaq Small Cap Market, we are hopeful that the Company's Common Stock will
qualify for trading on the Over-The-Counter/Bulletin Board ("OTC") market and
the Company and we will make every effort to facilitate the quotation of our
Common Stock on the OTC.
WCM Capital, Inc.
10-QSB/A Quarter Ended 9/30/02
In the event that the Company's Common Stock is traded on the OTC, it may become
subject to the "penny stock" trading rules. The penny stock trading rules impose
additional duties and a responsibility upon broker-dealers recommends the
purchase of a penny stock (by a purchaser that is not an accredited investor as
defined by Rule 501(a) promulgated by the Commission under the Securities Act)
or the sale of a penny stock. Among such duties and responsibilities, with
respect to a purchaser who has not previously had an established account with
the broker-dealer, the broker-dealer is required to (i) obtain information
concerning the purchaser's financial situation, investment experience, and
investment objectives, (ii) make a reasonable determination that transactions in
the penny stock are suitable for the purchaser and the purchaser (or his
independent adviser in such transactions) has sufficient knowledge and
experience in financial matters and may be reasonably capable of evaluating the
risks of such transactions, followed by receipt of a manually signed written
statement which sets forth the basis for such determination and which informs
the purchaser that it's unlawful to effectuate a transaction in the penny stock
without first obtaining a written agreement to the transaction. Furthermore,
until the purchaser becomes an established customer (i.e., having had an account
with the dealer for at least one year or, the dealer had effected three sales or
more of penny stocks on three or more different days involving three or more
different issuers), the broker-dealer must obtain from the purchaser a written
agreement to purchase the penny stock which sets forth the identity and number
of shares of units of the security to be purchased prior to confirmation of the
purchase. A dealer is obligated to provide certain information disclosures to
the purchaser of penny stock, including (i) a generic risk disclosure document
which is required to be delivered to the purchaser before the initial
transaction in a penny stock, (ii) a transaction-related disclosure prior to
effecting a transaction in the penny stock (i.e., confirmation of the
transaction) containing bid and asked information related to the penny stock and
the dealer's and salesperson's compensation (i.e., commissions, commission
equivalents, markups and markdowns) connection with the transaction, and (iii)
the purchaser-customer must be furnished account statements, generally on a
monthly basis, which include prescribed information relating to market and price
information concerning the penny stocks held in the customer's account. The
penny stock trading rules do not apply to those transactions in which the
broker-dealer or salesperson does not make any purchase or sale recommendation
to the purchaser or seller of the penny stock.
Required compliance with the penny stock trading rules affect or will affect the
ability to resell the Common Stock by a holder principally because of the
additional duties and responsibilities imposed upon the broker-dealers and
salespersons recommending and effecting sale and purchase transactions in such
securities. In addition, many broker-dealers will not effect transactions in
penny stocks, except on an unsolicited basis, in order to avoid compliance with
the penny stock trading rules. The penny stock trading rules consequently may
materially limit or restrict the liquidity typically associated with other
publicly traded equity securities. In this connection, the holder of Common
Stock may be unable to obtain on resale the quoted bid price because a dealer or
group of dealers may control the market in such securities and may set prices
that are not based on competitive forces.
Furthermore, at times there may be a lack of bid quotes which may mean that the
market among dealers is not active, in which case a holder of Common Stock may
be unable to sell such securities. Because market quotations in the
over-the-counter market are often subjected to negotiation among dealers and
often differ from the price at which transactions in securities are effected,
the bid and asked quotations of the Common Stock may not be reliable.
WCM Capital, Inc.
10-QSB/A Quarter Ended 9/30/02
Item 2. Changes in Securities and Use of Proceeds
NONE
Item 3. Default on Senior Securities
See Item 1. Legal Proceedings - Convertible Debenture
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
Temporary Cessation Notification
Throughout 1999, inspections of the Franklin Mining properties revealed that
certain reclamation issues still remained outstanding at the property. Drainage
problems and substandard linings at the tailings disposal areas created
potential hazards and required protection measures are addressed. Tailings Pond
No. 5 was of specific concern to the DMG. After several extensions had been
granted, the Company was unable to complete all of the preventive work required
by the DMG. Due to lack of funds, the Company has not been able to institute its
paste backfill program, which it believes would alleviate the problems currently
existing at its tailings disposal area.
On January 5, 2000, the Company submitted a letter to the DMG to clarify why,
among other things, it has not completed all of the recommended preventive
measures at the site, specifically with respect to its tailings ponds. The
Company explained its difficulty in obtaining needed financing to continue its
reclamation and remediation plans and to begin mining and milling operations at
the Franklin Mines due to the depressed price of gold. Therefore, the Company
concluded that it is economically unfeasible to mine and mill at the properties
at this time. Notwithstanding, the Company does not wish to abandon its business
plan or reclaim the property but rather intends to maintain the mine and mill
site and to comply with all DMG regulations with hopes of restarting the mine
and mill as soon as the price of gold makes it profitable to do so.
On February 7, 2000, the DMG responded to the Company's correspondence with a
recommendation that the Company's mining permit be placed in Temporary
Cessation. Temporary Cessation is a limited period of non-production, which
results when an operator plans to temporarily cease production for at least 180
days upon the filing of notice thereof with the DMG. In the event that a
Temporary Cessation is granted, no further reclamation work or mining work would
be required for the duration of the Temporary Cessation, beyond basic
maintenance and reclamation required to keep the site from further
deterioration. The DMG further indicated that should the Company choose to apply
for Temporary Cessation, certain of the tailings pond area would be required to
be stabilized and the groundwater and the stability of the tailings ponds must
be protected from further deterioration. The DMG required that any notice of
Temporary Cessation submitted must specifically address an alternative interim
reclamation plan for Tailings Pond No. 5 as well as outlining the temporary
stabilization measures needed to comply with these requirements.
As recommended by the DMG, the Company requested for a change of status of its
permit to Temporary Cessation. Following a meeting of the DMG and
representatives of the Company held on February 10, 2000, the DMG set forth the
measures in a letter, dated March 9, 2000, which must be taken by the Company to
bring the site into compliance with groundwater regulations and to stabilize the
tailings pond and site during the Temporary Cessation.
WCM Capital, Inc.
10-QSB/A Quarter Ended 9/30/02
The Company's application for Temporary Cessation of its permit was approved by
the DMG during the first quarter of 2002.
While the Company continues its water monitoring activities and to work the DMG
to obtain Temporary Cessation, there can be no assurance that our request will
be granted. In the event that our application is denied, we will have to comply
with more stringent requirements to keep our permit active. It is likely that we
will be unable to continue rehabilitation and reclaimation work as required by
the DMG due to our lack of funding. Failure to comply with any rules,
regulations or orders of the DMG can result in citations, which, if remained
uncorrected, will result in the loss of our mining permit and will have a
material adverse effect on the Company as a whole.
Company Financial Statements.
At the request of the Division of Corporate Finance of the Securities and
Exchange Commission, we announced on October 17, 2001 that there were potential
errors in the audited financial statements of the Company for the fiscal years
ended 1996 through 2000. The Company and its independent auditors have been
working closely with the SEC, and made the required corrections and reissued
these reports during the first quarter 2002.
"On February 12, 2003, the Company included an Accountant's Review Report with
its Form 10-QSB for the quarter ended September 30, 2002 in error" This
Amendment is being filed to retract said report until such time as an
appropriate review of the Company's financial statements can be conducted in
accordance with Statements on Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants.
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits
B. Reports on Form 8-K
SIGNATURE
In accordance with the requirements of the Securities and Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
WCM CAPITAL, INC.
/s/ Robert Waligunda
Date: February 21, 2003 -----------------------------
Robert Waligunda, President
WCM Capital, Inc.
10-QSB/A Quarter Ended 9/30/02