SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended April 30, 2004
OR
[ ]TRANSITION REPORT UNDER SECTION 13 OF 15(D) OF THE EXCHANGE ACT OF 1934
From the transition period from ___________ to ____________.
Commission File Number 000-50399
BATTLE MOUNTAIN GOLD EXPLORATION CORP.
--------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 86-1066675
---------------- --------------
(State or other jurisdiction of incorporation or organization)(IRS Employer
Identification No.)
One East Liberty Street, 6th Floor, Reno, Nevada 89504
------------------------------------------------------
(Address of principal executive offices)
(775) 233-0472
------------------------
(Issuer's telephone number)
Hudson Ventures, Inc.
444 East Columbia Street
New Westminster, British Columbia, Canada V3L 3C5
-------------------------------------------------------
(Former name, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
As of June 21, 2004, 26,870,000 shares of Common Stock of the issuer were
outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
BATTLE MOUNTAIN GOLD EXPLORATION CORP.
(FORMERLY HUDSON VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
INTERIM FINANCIAL STATEMENTS
APRIL 30, 2004
(UNAUDITED)
(STATED IN U.S. DOLLARS)
BATTLE MOUNTAIN GOLD EXPLORATION CORP.
(FORMERLY HUDSON VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
INTERIM BALANCE SHEET
(UNAUDITED)
(STATED IN U.S. DOLLARS)
APRIL 30 JULY 31
2004 2003
----------- ---------
ASSETS
CURRENT
Cash $ 84 $ 17,805
Prepaid expenses 750 -
----------- ---------
$ 834 $ 17,805
========== =========
LIABILITIES
CURRENT
Accounts payable and accrued liabilities $ 2,358 $ 1,000
----------- ---------
STOCKHOLDERS' (DEFICIENCY) EQUITY
SHARE CAPITAL
Authorized:
200,000,000 common shares, par value $0.001 per share
10,000,000 preferred shares, par value $0.001 per share
Issued and outstanding:
26,870,000 common shares at April 30, 2004
30,870,000 common shares at July 31, 2003 26,870 30,870
Additional paid-in capital 28,230 24,230
DEFICIT ACCUMULATED DURING THE EXPLORATION STAGE (56,624) (38,295)
----------- ---------
(1,524) 16,805
----------- ---------
$ 834 $ 17,805
========== =========
BATTLE MOUNTAIN GOLD EXPLORATION CORP.
(FORMERLY HUDSON VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
INTERIM STATEMENT OF LOSS
(UNAUDITED)
(STATED IN U.S. DOLLARS)
CUMULATIVE
PERIOD FROM
DATE OF
INCEPTION
NOVEMBER 30
THREE MONTHS ENDED NINE MONTHS ENDED 2001 TO
APRIL 30 APRIL 30 APRIL 30
2004 2003 2004 2003 2004
---------- -------- ------- ------- ----------
EXPENSES
Consulting fees $ - $ - $ 7,900 $ 2,200 $ 18,100
Filing fees - 2,175 250 2,175 2,750
Office and sundry 47 104 931 871 1,959
Professional fees 1,558 (415) 8,748 860 12,808
Management fees - - 500 - 4,600
Mineral property
exploration
expenditures - - - - 5,000
Mineral property
option payments
(Note 4) - 686 - 686 11,407
---------- -------- ------- ------- ----------
NET LOSS FOR THE PERIOD $ 1,605 $ 2,550 $ 18,329 $ 6,792 $ 56,624
========== ======== ======= ======= ==========
BASIC AND DILUTED LOSS PER SHARE $ (0.01) $ (0.01) $ (0.01) $(0.01)
========== ======== ======= =======
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 30,736,667 30,087,000 30,825,556 30,087,000
========== ======== ======= =======
BATTLE MOUNTAIN GOLD EXPLORATION CORP.
(FORMERLY HUDSON VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
INTERIM STATEMENT OF CASH FLOWS
(UNAUDITED)
(STATED IN U.S. DOLLARS)
CUMULATIVE
PERIOD FROM
DATE OF
INCEPTION
NOVEMBER 30
NINE MONTHS ENDED 2001 TO
APRIL 30 APRIL 30
2004 2003 2004
------------ --------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $(18,329) $(6,792) $(56,624)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED BY OPERATING ACTIVITIES
Prepaid expense (750) 2,175 (750)
Accounts payable and accrued liabilities 1,358 - 2,358
------------ --------- ----------
(17,721) (4,617) (55,016)
------------ --------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Bank indebtedness - - -
Share capital issued - - 55,100
------------ --------- ----------
- - 55,100
------------ --------- ----------
DECREASE IN CASH (17,721) (4,617) 84
CASH, BEGINNING OF PERIOD 17,805 28,181 -
------------ --------- ----------
CASH, END OF PERIOD $ 84 $23,564 $ 84
============ ========= ==========
BATTLE MOUNTAIN GOLD EXPLORATION CORP.
(FORMERLY HUDSON VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO INTERIM FINANCIAL STATEMENTS
APRIL 30, 2004
(UNAUDITED)
(STATED IN U.S. DOLLARS)
1. BASIS OF PRESENTATION
The unaudited interim financial statements as of April 30, 2004 included herein
have been prepared without audit pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with United States generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. It is suggested that
these financial statements be read in conjunction with the July 31, 2003 audited
financial statements and notes thereto.
2. NATURE OF OPERATIONS
a) Organization
The Company was incorporated in the State of Nevada, U.S.A., on November 30,
2001.
Effective April 27, 2004, the Company changed its name to Battle Mountain Gold
Exploration Corp., affected a 10:1 forward stock split, increased the authorized
shares to two hundred million (200,000,000) shares of common stock, reauthorized
the par value of $0.001 per share of common stock, reauthorized ten million
(10,000,000) shares of preferred stock and reauthorized the par value of $0.001
per share of preferred stock.
Prior to the forward stock split, 400,000 common shares were cancelled and
returned to treasury. All references in the accompanying financial statements
to the number of common shares and per-share amounts have been restated to
reflect the forward stock split.
b) Exploration Stage Activities
The Company has been in the exploration stage since its formation and has not
yet realized any revenues from its planned operations. It is primarily engaged
in the acquisition and exploration of mining properties. Upon location of a
commercial minable reserve, the Company expects to actively prepare the site for
its extraction and enter a development stage.
c) Going Concern
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern.
BATTLE MOUNTAIN GOLD EXPLORATION CORP.
(FORMERLY HUDSON VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO INTERIM FINANCIAL STATEMENTS
APRIL 30, 2004
(UNAUDITED)
(STATED IN U.S. DOLLARS)
2. NATURE OF OPERATIONS (Continued)
c) Going Concern (Continued)
As shown in the accompanying financial statements, the Company has incurred a
net loss of $56,624 for the period from November 30, 2001 (inception) to April
30, 2004, and has no sales. The future of the Company is dependent upon its
ability to seek out a manager and acquisition partner. Management has plans to
seek additional capital through a private placement offering of its common
stock. The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
3. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States. Because a
precise determination of many assets and liabilities is dependent upon future
events, the preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful judgment.
The financial statements have, in management's opinion, been properly prepared
within reasonable limits of materiality and within the framework of the
significant accounting policies summarized below:
a) Mineral Property Option Payments and Exploration Costs
The Company expenses all costs related to the maintenance and exploration of
mineral claims in which it has secured exploration rights prior to establishment
of proven and probable reserves. To date, the Company has not established the
commercial feasibility of its exploration prospects, therefore, all costs are
being expensed.
b) Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses for the reporting period. Actual
results could differ from these estimates.
BATTLE MOUNTAIN GOLD EXPLORATION CORP.
(FORMERLY HUDSON VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO INTERIM FINANCIAL STATEMENTS
APRIL 30, 2004
(UNAUDITED)
(STATED IN U.S. DOLLARS)
3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
c) Income Taxes
The Company has adopted Statement of Financial Accounting Standards No. 109 -
"Accounting for Income Taxes" (SFAS 109). This standard requires the use of an
asset and liability approach for financial accounting, and reporting on income
taxes. If it is more likely than not that some portion or all of a deferred tax
asset will not realized, a valuation allowance is recognized.
d) Loss Per Share
Loss per share is based on the weighted average number of common shares
outstanding during the period plus common share equivalents, such as options,
warrants and certain convertible securities. This method requires primary
earnings per share to be computed as if the common share equivalents were
exercised at the beginning of the period or at the date of issue, and as if the
funds obtained thereby were used to purchase common shares of the Company at its
average market value during the period.
4. MINERAL PROPERTY INTEREST
As at April 30, 2004, the Company holds an option agreement, dated January 22,
2003 and amended June 1, 2003, to acquire a 90% interest in four mineral claims,
known as the McConnell River Property, located in the Watson Lake Mining
District, Yukon Territories, Canada. In order to earn its interest, the Company
made a cash payment of $2,500 on signing and must incur exploration expenditures
totaling $25,000 by June 30, 2004. The property is subject to a 1% net smelter
return royalty. Management does not intend to pursue the McConnell River
Property option and will allow the option to lapse on June 30, 2004.
During the period, the Company held an option agreement to acquire a 90%
interest in nine mineral claims known as the Wheaton River property. This
option agreement was terminated during the quarter ended January 31, 2004.
5. CONTINGENCY
Mineral Property
The Company's mineral property interest has been acquired pursuant to option
agreements. In order to retain its interest, the Company must satisfy the terms
of the option agreement as described in Note 4.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
THIS REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF SECTION
27A OF THE SECURITIES ACT OF 1933, AS AMENDED AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED. THE COMPANY'S ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE SET FORTH ON THE FORWARD LOOKING STATEMENTS AS A RESULT OF
THE RISKS SET FORTH IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION, GENERAL ECONOMIC CONDITIONS, AND CHANGES IN THE ASSUMPTIONS USED IN
MAKING SUCH FORWARD LOOKING STATEMENTS.
PLAN OF OPERATION
Battle Mountain Gold Exploration Corp. was originally incorporated in the State
of Nevada on November 30, 2001 as Hudson Ventures, Inc. The Company has been in
the exploration stage since its formation and has not yet realized any revenues
from its planned operations.
The Company is primarily engaged in the acquisition and exploration of mining
properties. The Company does not have enough cash to operate its business. The
Company cannot satisfy its current cash requirements or its cash requirements
for the next twelve months. The Company will need to raise additional capital
in order to conduct business. The Company is currently engaged in negotiations
with a merger and acquisition partner as discussed in more detail below under
the heading "RISK FACTORS" and in "Item 5, Other Information under the heading
Subsequent Events."
The Company holds an option agreement, as amended, to acquire a 90% interest in
four mineral claims, known as McConnell River Property, located in the Watson
Lake Mining District, Yukon Territories, Canada. In order to earn its interest,
the Company paid $2,500 in cash on signing the option agreement. The Company is
obligated to incur exploration expenditures totaling $25,000 on or before June
30, 2004. As of June 14, 2004, the Company has not incurred any exploration
expenditures for the McConnell River Property. The Company intends to let its
option on the McConnell River Property expire unexercised.
The Company held an option agreement to acquire a 90% interest in nine mineral
claims, known as the Wheaton River Property, located in the Whitehorse Mining
District, Yukon Territories, Canada. The Company was obligated to incur
exploration expenditures of $195,000 on the Wheaton River Property on or before
December 31, 2003. The Company did not incur such exploration expenditures and
the option agreement was terminated during the quarter ended January 31, 2004.
It is imperative that the Company obtain additional financing to conduct its
business operations for the next twelve months. The Company is taking steps to
raise equity capital or to borrow additional funds. There can be no assurance
that any new capital will be available to the Company or that adequate funds
will be sufficient for Company operations, whether from the Company's financial
markets, or other arrangements will be available when needed or on terms
satisfactory to the Company. The Company does not have any commitments from its
officers, directors or affiliates to provide funding. The failure of the
Company to obtain adequate financing may result in the Company having to delay,
curtail or scale back its operations. The Company is also exploring merger and
acquisition opportunities.
During the next twelve months, the Company will not perform any product research
and development. The Company does not expect to purchase or sale and plant and
significant equipment or expect any significant changes in the number of
employees during the next twelve months.
COMPARISON OF OPERATING RESULTS
THREE MONTHS ENDED APRIL 30, 2004 COMPARED TO THREE MONTHS ENDED APRIL 30, 2003
Revenues
The Company had no revenues for the three months ended April 30, 2004 and the
three months ended April 30, 2003.
Expenses
For the three months ended April 30, 2004, the Company had expenses of $1,605 as
compared to $2,550 for the three month period ended April 30, 2003. The
decrease in expenses was due to the Company having scaled back its operations
because of the need for additional financing. The expenses for the three months
ended April 30, 2004 consist of consulting fees office and sundry of $47 and
professional fees of $1,558.
Net Loss and Net Loss Per Share
Net loss was $1,605 for the three months ended April 30, 2004, as compared to
$2,550 for the three months ended April 30, 2003. The decrease in net loss was
due to the Company having scaled back its operations because of the need for
additional financing.
The Company had a net loss per share of $0.01 for both the three months ended
April 30, 2004 and the three months ended April 30, 2003.
NINE MONTHS ENDED APRIL 30, 2004 COMPARED TO NINE MONTHS ENDED APRIL 30, 2003
Revenues
The Company had no revenues for the nine months ended April 30, 2004 and the
nine months ended April 30, 2003.
Expenses
For the nine months ended April 30, 2004, the Company had expenses of $18,329 as
compared to $6,792 for the nine month period ended April 30, 2003. The increase
in expenses was due to costs incurred in connection with the acquisition of two
mineral property option agreements, filing the registration statement on Form
SB-2, and the Company's obligation to file periodic reports now that the Company
is publicly traded. The expenses for the nine months ended April 30, 2004
consist of consulting fees of $7,900, filing fees of $250, office and sundry of
$931, professional fees of $8,748 and management fees of $500.
Net Loss and Net Loss Per Share
Net loss was $18,329 for the nine months ended April 30, 2004 as compared to $
6,792 for the nine months ended April 30, 2003. The increase in net loss is
directly attributable to the costs incurred in connection with acquisition of
the option agreements, filing of the registration statement on Form SB-2, and
the Company's obligation to file periodic reports now that the Company is
publicly traded.
The Company had a net loss per share of $0.01 for both the nine months ended
April 30, 2004 and the nine months ended April 30, 2003.
LIQUIDITY AND CAPITAL RESOURCES
For the three and nine month periods ended April 30, 2004, the Company did not
generate cash flow from operations. As a result, the Company requires
additional working capital to develop its business until the Company either
obtains additional financing necessary to support its working capital
requirements or achieves a level of revenues adequate to generate sufficient
cash flows from operations.
As of April 30, 2004, the Company had accounts payable and accrued liabilities
of $2,358.
As of April 30, 2004, the Company has $84 of cash prepaid expenses of $750. The
Company had negative working capital of $1,524. The ratio of current assets to
current liabilities was 0.35.
The Company will require additional capital resources to continue its
operations. At this time, the Company has not secured or identified any sources
of additional financing. The Company cannot make any assurance that financing
will be available on terms favorable to the Company, or at all. The Company has
no commitments from officers, directors or affiliates to provide funding. There
can be no assurance that any new capital will be available to the Company or
that adequate funds will be sufficient for Company operations, whether from the
Company's financial markets or private sources, or that other arrangements will
be available when needed or on terms satisfactory to the Company. If adequate
funds are not available to the Company on acceptable terms, the Company will
continue to delay, curtail or scale back its operations.
The Company is exploring merger and acquisition opportunities. There can be no
assurance that a merger and acquisition transaction will be completed. If a
transaction is completed, it will likely result in a change in control and
dilution to the current stockholders.
RISK FACTORS
Dependence Upon External Financing. It is imperative that the Company obtain
additional financing to conduct its operations for the next twelve months.
There can be no assurance that additional capital will be available to the
Company, or that, if available, it will be on terms satisfactory to the
Company's management. Any additional financing may involve dilution to the
Company's then-existing shareholders. At this time, no other additional
financing has been secured or identified. The Company has no commitments from
officers, directors or affiliates to provide funding. The failure of the
Company to obtain additional capital on terms satisfactory to the Company's
management, or at all, may cause the Company to delay, curtail or scale back its
operations. In addition, as the Company does not have capital for its
operations, it is exploring different merger and acquisition options.
Failure to Complete a Merger and Acquisition Transaction. The Company has
entered negotiations with a merger and acquisition partner that will assist the
Company with its financing needs. There can be no assurance that the merger and
acquisition transaction will be completed. If a transaction is completed, it
will likely result in a change in control and significant dilution to the
Company's current stockholders. If the Company does not complete the merger and
acquisition transaction, it is doubtful that the Company can continue as a going
concern.
Our Auditors Have Expressed Substantial Doubt About Our Ability to Continue As a
Going Concern. Morgan & Company, Chartered Accountants ("Morgan), in their
Independent Auditors' Report, have expressed "substantial doubt" as to our
ability to continue as a going concern based on our history of operating losses
since inception, our lack of operating revenues and our dependence on adequate
financing. Our financial statements do not include any adjustments that might
result from the outcome of that uncertainty. The going concern qualification is
also described in Note 2 of the notes to our financial statements.
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition and results of operations
is based upon our audited financial statements, which have been prepared in
accordance with accounting principals generally accepted in the United States.
The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of any contingent assets and liabilities. On
an on-going basis, we evaluate our estimates. We base our estimates on various
assumptions that we believe to be reasonable under the circumstances, the
results of which form the basis for making judgments about carrying values of
assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or
conditions.
We believe the following critical accounting policy affects our more significant
judgments and estimates used in the preparation of our financial statements:
Going Concern. We have been in the exploration stage since our formation and
have not yet realized any revenues from our planned operations. We are
primarily engaged in the acquisition and exploration of mining properties. Upon
location of a commercial minable reserve, we expect to actively prepare the site
for extraction and enter a development stage. The accompanying financial
statements have been prepared assuming we will continue as a going concern. As
shown in the accompanying financial statements, we have incurred a net loss of
$56,624 for the period from November 30, 2001 (inception) to April 30, 2004, and
have no sales. Our future is dependent upon our ability to obtain financing and
upon future profitable operations from the development of mineral properties.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event we cannot
continue in existence.
ITEM 3. CONTROLS AND PROCEDURES.
(a) Evaluation of disclosure controls and procedures. Our chief executive
officer and principal financial officer, after evaluating the effectiveness of
the Company's "disclosure controls and procedures" (as defined in the Securities
Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period
covered by this quarterly report (the "Evaluation Date"), has concluded that as
of the Evaluation Date, our disclosure controls and procedures were adequate and
designed to ensure that material information required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act of 1934
is 1) recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms; and 2) accumulated and
communicated to him as appropriate to allow timely decisions regarding required
disclosure.
(b) Changes in internal control over financial reporting. There were no
significant changes in our internal control over financial reporting during our
most recent fiscal quarter that materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
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.
On February 9, 2004, a majority of shareholders of the Company, via signed
written consent to action without a meeting of the shareholders, approved a name
change to Battle Mountain Gold Exploration Corp., a 10:1 forward stock split, an
increase in the authorized shares to 200,000,000 shares of common stock, a
reauthorization of $.001 par value per share of common stock, a reauthorization
of 10,000,000 shares of preferred stock, and a reauthorization of $.001 par
value per share of preferred stock. The number of pre-split shares consenting
to the action was 1,540,000 out of 2,687,000 pre-split shares that were eligible
to vote. There were no votes cast against or withheld, and there were no
abstentions or broker non-votes as to the matters.
ITEM 5. OTHER INFORMATION.
Effective April 27, 2004, the Company changed its name to Battle Mountain Gold
Exploration Corp., affected a 10:1 forward stock split, increased the authorized
shares to Two Hundred Million (200,000,000) shares of common stock, reauthorized
the par value of $.001 per share of common stock, reauthorized Ten Million
(10,000,000) shares of preferred stock and reauthorized the par value of $.001
per share of preferred stock. As a result of the name change, the Company's
common stock now trades under the new stock symbol "BMGX".
On April 15, 2004, the Company filed articles of amendment with the Nevada
Secretary of State to amend its articles as mentioned above. The number of
pre-split shares of the Company outstanding at the time of the adoption of the
foregoing was 2,687,000 and the number of pre-split shares entitled to vote
thereon was the same. The number of pre-split shares consenting to the action
was 1,540,000. The shareholders consenting to the action represented a majority
of the issued and outstanding shares.
On April 19, 2004, Dana Neill Upton resigned as a Director of the Company and as
the Company's President, Secretary, Treasurer and, in every other capacity in
which he held an office, as Officer, which resignation was accepted by the
Company's Board of Directors. On that same day, the Company's Board of
Directors, appointed Mark Kucher as a Director to fill the vacancy on the Board
of Directors, and as the Company's President, Chief Executive Officer, Secretary
and Treasurer.
Subsequent Events
- ------------------
The Company has entered negotiations that would involve, among other things, a
change in control in connection with a reverse merger transaction that may
involve a private company with which our Chief Executive Office is affiliated.
If the reverse merger transaction is completed, it will likely involve
significant dilution to our current stockholders.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a) Exhibits
Exhibit No. Description
3.1 Certificate of Amendment to the Articles
of Incorporation (1)
31 Certificate of the Chief Executive
Officer and Principal Financial Officer
pursuant Section 302 of the Sarbanes-
Oxley Act of 2002 *
32 Certificate of the Chief Executive
Officer and Principal Financial Officer
pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002 *
(1) Filed as Exhibit 3.1 to report on Form 8-K filed on April 29, 2004, and
incorporated herein by reference.
* Filed herewith as an exhibit.
b) Reports on Form 8-K
The Company filed a report on Form 8-K on April 29, 2004 to report a name
change, forward stock split, increase in authorized shares of common stock,
reauthorization of the par value of common stock, reauthorization of authorized
shares of preferred stock, reauthorization of the par value of preferred stock,
and a new ticker symbol.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BATTLE MOUNTAIN GOLD EXPLORATION CORP.
Date: June 21, 2004
By: /s/ Mark Kucher
- ----------------------
Mark Kucher
Chief Executive Officer and
Principal Financial Officer
EXHIBIT 31
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark Kucher, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Battle Mountain
Gold Exploration Corp.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
small business issuer and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under my supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to me by others within
those entities, particularly during the period in which this report is being
prepared;
b) Paragraph omitted in accordance with SEC transition instructions
contained in SEC Release No. 33-8238;
c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report my conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control
over financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.
Date: June 21, 2004
By: /s/ Mark Kucher
-------------------------------
Mark Kucher,
Chief Executive Officer and
Principal Financial Officer
Exhibit 32
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark Kucher, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of
Battle Mountain Gold Exploration Corp. on Form 10-QSB for the quarterly period
ended April 30, 2004 fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 and that information contained in
such Form 10-QSB fairly presents in all material respects the financial
condition and results of operations of Battle Mountain Gold Exploration Corp.
Date: June 21, 2004
By: /s/ Mark Kucher
-------------------------------
Mark Kucher,
Chief Executive Officer and
Principal Financial Officer