SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998.
PROFESSIONAL MINING CONSULTANTS, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-24595 88-0343832
(State of (Commission (I.R.S. Employer
organization) File Number) Identification No.)
3675 Pecos-McLeod, Suite 1400, Las Vegas, NV 89121
(Address of principal executive offices)
Registrant's telephone number, including area code (702) 866-2500
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 and (2) has been subject to such filing requirements
for the past 90 days. Yes X
There are 4,890,000 shares of common stock issued and outstanding
as of March 3, 1998.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements and supplemental data required by this
Item follow the index of financial statements appearing at Item 6
of this Form 10Q-SB.
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and
"forward-looking statements" as that term is defined in Section
27A of the Securities Act of 1933 as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934 as
amended (the "Exchange Act"). All statements that are included in
this Registration Statement, other than statements of historical
fact, are forward-looking statements. Although Management
believes that the expectations reflected in these forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors
that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without
limitation, in conjunction with those forward-looking statements
contained in this Statement.
Plan of Operation
The Company's Plan of Operation has not changed since the filing
of its Form 10. The description of the current plan of operation
is incorporated by reference to Section 2 of that Form 10 filed
with the SEC on July 7, 1998.
Competition
The Company is one of many participants which engage consult with
mining operations and small mining companies. There are many
established consulting companies and which have significantly
greater financial and personal resources, technical expertise and
experience than the Company. In view of the Company's limited
financial resources and management availability, the Company will
continue to be at significant competitive disadvantage vis-a-vis
the Company's competitors.
Year 2000 Compliance
The Company is aware of the issues associated with the
programming code in existing computer systems as the year 2000
approaches. The Company has assessed these issues as they relate
to the Company, and since the Company currently has no operating
business and does not use any computers, and since it has no
customers, suppliers or other constituents, it does not believe
that there are any material year 2000 issues to disclose in this
Form 10Q-SB.
Employees
The Company's only employees at the present time are its officers
and directors, who will devote as much time as the Board of
Directors determine is necessary to carry out the affairs of the
Company.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No such matters were submitted during the most recent quarter.
ITEM 6. EXHIBITS
FINANCIAL STATEMENTS
Unaudited financial statements for the quarter ended
September 30, 1998.
INDEPENDENT AUDITORS' REPORT
Board of Directors September 10, 1999
Professional Mining Consultants, Inc.
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of Professional
Mining Consultants, Inc. (A Development Stage Company), as of
September 30, 1998, and December 31, 1997, and the related
statements of stockholders' equity for September 30, 1998, and
December 31, 1997, and statements of operation and cash flows for
the three months ending September 30, 1998, and September 30,
1997, for the nine months ended September 30, 1998, and September
30, 1997, and the two years ended December 31, 1997, and December
31, 1996, and the period August 28, 1995 (inception), to
September 30, 1998. These financial statements are the
responsibility of the Company's management. My responsibility is
to express an opinion on these financial statements based on my
audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Professional Mining Consultants, Inc. (A Development Stage
Company), as of September 30, 1998, and December 31, 1997, and
the related statements of stockholders' equity for September 30,
1998, and December 31, 1997, and statements of operation and cash
flows for the three months ending September 30, 1998, and
September 30, 1997, for the nine months ended September 30, 1998,
and September 30, 1997, and the two years ended December 31,
1997, and December 31, 1996, and the period August 28, 1995
(inception), to September 30, 1998, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note #5 to the financial statements, the Company has suffered
recurring losses from operations and has no established source of
revenue. This raises substantial doubt about its ability to
continue as a going concern. Management's plan in regard to these
matters is described in Note #5. These financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
PROFESSIONAL MINING CONSULTANTS, INC.
(A Development Stage Company)
BALANCE SHEET
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9 Mos. Ending 9 Mos. Ending
Sept. 30, 1998 Dec. 31, 1997
ASSETS
CURRENT ASSETS:
Cash $130 $14,151
TOTAL CURRENT ASSETS $130 $14,151
OTHER ASSETS;
Organization Costs (Net) $90 $125
TOTAL OTHER ASSETS $90 $125
TOTAL ASSETS $220 $14,276
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES;
Officers Advances (Note #5)
TOTAL CURRENT LIABILITIES
STOCKHOLDERS' EQUITY;
Common stock, $0.001 par value, $163
authorized 50,000,000 shares
issued and outstanding
December 31, 1997 - 163,000
shares
September 30, 1998 - 4,890,000 $4,890
shares
Additional paid-in Capital 22,710 27,437
Accumulated loss -27,380 -13,701
TOTAL STOCKHOLDERS' EQUITY 220 13,701
TOTAL LIABILITIES AND 220 14,276
STOCKHOLDERS' EQUITY
</TABLE>
PROFESSIONAL MINING CONSULTANTS, INC.
(A Development Stage Company)
STATEMENT OF OPERATION
<TABLE>
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3 Mos. 3 Mos. 9 Mos. 9 Mos.
Ended Ended Ended Ended
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
1998 1997 1998 1997
INCOME:
Revenue 0 0 0 0
EXPENSES:
General, Selling $24 $0 $13,446 $4,139
and
Administrative
Amortization 12 12 35 35
Total Expenses 36 12 13,841 4,174
Net Profit/Loss(--36 -12 -13,481 -4,174
)
Net Profit/Loss NIL NIL $ -.0028 $ -.0008
(-) Per weighted
Share (Note 2)
Weighted average 4,890,000 4,890,000 4,890,000 4,890,000
Number of common
Shares
outstanding
</TABLE>
See accompanying notes to financial statements & audit report
PROFESSIONAL MINING CONSULTANTS, INC.
(A Development Stage Company)
STATEMENT OF OPERATION (continued)
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Year Year Ended Aug. 28,
Ended December 1995
December 31, 1996 (Inception
31, 1997 ) to Sept.
30, 1998
INCOME:
Revenue 0 0 0
EXPENSES:
General, Selling 11,922 1,689 27,235
and
Administrative
Amortization 47 47 145
Total Expenses 11,969 1,736 27,380
Net Profit/Loss(--11,969 -1,736 -27,380
)
Net Profit/Loss $ -.0024 $ -.0003 $ -.0060
(-) Per weighted
Share (Note 2)
Weighted average 4,890,000 4,890,000 4,890,000
Number of common
Shares
outstanding
</TABLE>
See accompanying notes to financial statements & audit report
PROFESSIONAL MINING CONSULTANTS, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
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Common Shares Stock Amount Additional paid- Accumulated
in Capital Deficit
Balance, 63,000 $63 $2,537 $ -1,930
December 31, 1996
March 7, 1997 100,000 100 24,900
Issued for Cash
Net Loss, Year -11,969
Ended
December 31, 1997
Balance, 163,000 $163 $27,437 $ -13,899
December 31, 1997
March 3, 1998 4,727,000 +4,727 -4,727
Forward Stock Split
30:1
Net Loss January 1, -13,481
1998 to September
30, 1998
Balance, 4,890,000 $4,890 $22,710 $ -27,380
September 30, 1998
</TABLE>
See accompanying notes to financial statements & audit report.
PROFESSIONAL MINING CONSULTANTS, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
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3 Mos. Ended 3 Mos. Ended 9 Mos. Ended 9 Mos. Ended
Sept. 30, 1998 Sept. 30, 1997 Sept. 30, 1998 Sept. 30, 1997
Cash Flows from
Operating Activities:
Net Loss $ -36 $ -12 $ -13,481 $ -4,174
Adjustment to
Reconcile net loss to
cash provided by
operating activities:
Amortization +12 +12 +35 +35
Changes in Assets and
Liabilities:
Organization Costs 0 0 0 0
Increase in current
Liabilities:
Officers Advances 0 0 -575 0
Cash Flows from 0 0 0 0
Investing Activities
Cash Flows from
Financing Activities:
Issuance of common 0 0 0 +25,000
stock
Net increase $ -24 0 $ -14,021 $ +20,861
(decrease) in cash
Cash, Beginning of 154 21,709 14,151 848
period
Cash, end of period 130 21,709 130 21,709
</TABLE>
See accompanying notes to financial statements & audit report
PROFESSIONAL MINING CONSULTANTS, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS (continued)
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Year Ended Year Ended Aug. 28, 1995
December 31, December 31, (Inception) to
1997 1996 Sept. 30, 1998
Cash Flows from
Operating Activities:
Net Loss $ -11,969 $ -1,736 $27,380
Adjustment to
Reconcile net loss to
cash provided by
operating activities:
Amortization +47 +47 +145
Changes in Assets and
Liabilities:
Organization Costs 0 0 -235
Increase in current
Liabilities:
Officers Advances +225 +350 0
Cash Flows from 0 0 0
Investing Activities
Cash Flows from
Financing Activities:
Issuance of common +25,000 +1,100 +27,600
stock
Net increase $ +13,303 $ -239 $130
(decrease) in cash
Cash, Beginning of 848 1,087 0
period
Cash, end of period $14,151 $848 $130
</TABLE>
See accompanying notes to financial statements & audit report
PROFESSIONAL MINING CONSULTANTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1998 and December 31, 1997
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized August 28, 1995, under the laws of the
State of Nevada as Professional Mining Consultants, Inc. The
Company currently has no operations and in accordance with SFAS
#7, is considered a development company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
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 revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-bearing
bank that currently does not exceed federally insured limits. For
the purpose of the statements of cash flows, all highly liquid
investments with the maturity of three months or less are
considered to be cash equivalents. There are no cash equivalents
as of September 30, 1998.
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Organization Costs
Costs incurred to organize the Company are being amortized on a
straight-line basis over a sixty-month period.
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted loss per
share reflects per share amounts that would have resulted if
dilative common stock equivalents had been converted to common
stock. As of September 30, 1998, the Company had no dilative
common stock equivalents such as stock options.
Year End
The Company has selected December 31st as its year-end.
Year 2000 Disclosure
The year 2000 issue is the result of computer programs being
written using two digits rather than four to define the
applicable year. Computer programs that have time sensitive
software may recognize a date using "00" as the year 1900 rather
than the year 2000. This could result in a system failure or
miscalculations causing disruption of normal business activities.
Since the Company currently has no operating business and does
not use any computers, and since it has no customers, suppliers
or other constituents, there are no material Year 2000 concerns.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended
September 30, 1998, due to the net loss and no state income tax
in Nevada, the state of the Company's domicile and operations.
The Company's total deferred tax asset as of December 31, 1997 is
as follows:
Net operation loss carry forward $27,415
Valuation allowance $27,415
Net deferred tax asset $ 0
The federal net operation loss carry forward will expire in
various amounts from 2015 to 2018.
This carry forward may be limited upon the consummation of a
business combination under IRC Section 381.
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of
50,000,000 shares with a par value of $0.001 per share.
Preferred Stock
Professional Mining Consultants, Inc. has no preferred stock.
On October 20, 1995, the Company issued 60,000 shares of its
$0.001 par value common stock in consideration of $1,500.00 in
cash.
On July 3, 1996, the company issued 3,000 shares of its $0.001
par value common stock in consideration of $1,100.00 in cash.
On March 7, 1997, the corporation completed selling 100,000
shares of its common stock pursuant to Rule 504 and Nevada 90.490
for $0.25 per common share for a total consideration of
$25,000.00.
On March 3, 1998, the corporation forward split it's common stock
on a 30:1 basis, thus increasing the number of outstanding common
stock shares from 163,000 to 4,890,000.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern
which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the
Company does not have significant cash or other material assets,
nor does it have an established source of revenues sufficient to
cover its operating costs and to allow it to continue as a going
concern. It is the intent of the Company to seek a merger with an
existing, operating company. Until that time, the
stockholders/officers and or directors have committed to
advancing the operating costs of the Company interest free.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal
property. An officer of the corporation provides office services
without charge. Such costs are immaterial to the financial
statements and accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other
business activities and may, in the future, become involved in
other business opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such
conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any
additional share of common stock.
EXHIBITS
a) The exhibits, consisting of the Company's Articles of
Incorporation and Bylaws, are attached to the Company's Form 10,
filed on July 7, 1998. These exhibits are incorporated by
reference to that Form.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Professional Mining Consultants, Inc.
By: /s/ Bobby Combs
Bobby Combs, President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1998 DEC-31-1997
<PERIOD-END> SEP-30-1998 SEP-30-1998 DEC-31-1997
<CASH> 0 130 14,151
<SECURITIES> 0 0 0
<RECEIVABLES> 0 0 0
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 0 90 125
<PP&E> 0 0 0
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 0 220 14,276
<CURRENT-LIABILITIES> 0 0 575
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 0 4,890 163
<OTHER-SE> 0 (4,670) 13,538
<TOTAL-LIABILITY-AND-EQUITY> 0 220 14,276
<SALES> 0 0 0
<TOTAL-REVENUES> 0 0 0
<CGS> 0 0 0
<TOTAL-COSTS> 0 0 0
<OTHER-EXPENSES> 36 13,481 11,969
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 0 0 0
<INCOME-PRETAX> (36) (13,481) (11,969)
<INCOME-TAX> 0 0 0
<INCOME-CONTINUING> (36) (13,481) (11,969)
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> (36) (13,481) (11,969)
<EPS-BASIC> 0 0 0
<EPS-DILUTED> 0 0 0
