UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITES
EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 1999
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( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File number 0-25707
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THE BRALORNE MINING COMPANY
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(Exact name of registrant as specified in charter)
Nevada 91-1948355
- ------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
114 - 2274 Folkestone Way
West Vancouver, British Columbia, Canada V7S 2X7
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
1 - 604 - 688-3931
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Registrant's telephone number, including area code
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(Former name, address, and fiscal year, if changed since last report)
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), Yes [X] No [ ] and ( ) has been
subject to filing requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.
Class Outstanding as of June 30, 1999
- ----------------------------------- -----------------------------------
Common Stock, $0.001 per share 11,040,050
<PAGE>
INDEX
Page
PART 1. Number
ITEM 1. Financial Statements (unaudited)............................... 3
Balance Sheet as at May 31, 1999 ............................ 4
Statement of Operations
For the three months ended May 31, 1999 and for
the period from December 2, 1998 (Date of
Incorporation) to May 31, 1999.......................... 5
Statement of Changes in Shareholders' Equity
For the period from December 2, 1998 (Date of
Incorporation) to May 31, 1999.......................... 6
Statement of Cash Flows
For the three months ended May 31, 1999 and for
the period from December 2, 1998 (Date of
Incorporation) to May 31, 1999......................... 7
Notes to the Financial Statements............................ 8
ITEM 2. Plan of Operations............................................. 11
PART 11 Signatures................................................ 12
2
<PAGE>
PART 1 - FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
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The accompanying balance sheet of The Bralorne Mining Company (a development
stage company) at May 31, 1999 and the statement of operations and statement of
cash flow for the three months ended May 31, 1999 and for the period from
December 2, 1998 (date of incorporation) to May 31, 1999 and the statement of
stockholders' equity for the period from December 2, 1998 (date of
incorporation) to May 31, 1999 have been prepared by the Company's management
and they do not include all information and notes to the financial statements
necessary for a complete presentation of the financial position, results of
operations, cash flows, and stockholders' equity in conformity with generally
accepted accounting principles. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature.
Operating results for the quarter ended May 31, 1999, are not necessarily
indicative of the results that can be expected for the year ending November 30,
1999.
3
<PAGE>
THE BRALORNE MINING COMPANY
(A Development Stage Company)
BALANCE SHEET
May 31, 1999
(Unaudited - Prepared by Management)
ASSETS
CURRENT ASSETS
Bank $ 13,300
OTHER ASSETS
Mining claim - Note 3 1
------------
$ 13,301
LIABILITIES
Accounts payable and accrued liabilities $ 2,500
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STOCKHOLDERS' EQUITY
Common stock
200,000,000 shares authorized, at $0.001 par
value, 11,040,050 shares issued and outstanding 11,040
Capital in excess of par value 15,972
Deficit accumulated during the development stage (16,211)
----------
Total Stockholders' Equity 10,801
$ 13,301
==========
The accompanying notes are an integral part of these
unaudited financial statements.
4
<PAGE>
THE BRALORNE MINING COMPANY
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the three months ended May 31, 1999 and for period from
December 2, 1998 (Date of Inception) to May 31, 1999
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
For the Three From Inception
Months Ended To
May 31, 1999 May 31, 1999
----------------- -----------------
SALES $ - $ -
------------- -----------
<S> <C> <C>
GENERAL AND ADMINISTRATIVE EXPENSES:
Accounting and audit 500 2,000
Assessment work - 1,200
Bank charges and interest 17 122
Consulting - 4,000
Filing fees - Edgar system 1,056 1,056
Geological report - 1,270
Incorporation costs written-off - 670
Legal - 2,520
Miscellaneous - 39
Office expenses 186 529
Recording of assessment work 120 120
Transfer agent's fees 960 2,685
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NET LOSS $ 2,839 $ 16,211
============= ==========
NET LOSS PER COMMON SHARE
Basic $ 0.001 $ 0.015
============ =========
AVERAGE OUTSTANDING SHARES
Basic 11,040,050 11,040,050
============ ==========
</TABLE>
The accompanying notes are an integral part of these
unaudited financial statements.
5
<PAGE>
THE BRALORNE MINING COMPANY
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the period from December 2, 1998 (Date of Inception)
to May 31, 1999
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit
------ ------ --------- -------
<S> <C> <C> <C> <C>
Balance December 2, 1998 (date of inception) - $ - $ - $ -
Issuance of common shares for cash at
$0.001 - January 15, 1999 5,000,000 5,000 - -
Issuance of common shares for cash at
$0.002 - January 26, 1999 6,000,000 6,000 6,000 -
Issuance of common shares for cash at
$0.25 - February 5, 1999 40,050 40 9,972 -
Net operating loss for the period from
December 2, 1998 to May 31, 1999 - - - (16,211)
---------- -------- -------- ---------
Balance May 31, 1999 11,040,050 $ 11,040 $ 15,972 $ (16,211)
========== ======== ======== =========
</TABLE>
The accompanying notes are an integral part of these
unaudited financial statements.
6
<PAGE>
THE BRALORNE MINING COMPANY
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the three months ended May 31, 1999 and for the period from
December 2, 1998 (Date of Inception) to May 31, 1999
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
For the Three From Inception
Months Ended To
May 31, 1999 May 31, 1999
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $ (2,839) $ (16,211)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Increase in accounts payable (2,053) 2,500
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Net Cash from Operations (4,892) (13,711)
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CASH FLOWS FROM INVESTING
ACTIVITIES:
Mineral claim - ( 1)
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CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of common stock - 27,012
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Net Increase in Cash (4,892) 13,300
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Cash at Beginning of Period 18,192 -
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CASH AT END OF PERIOD $ 13,300 $ 13,300
========== ==========
</TABLE>
The accompanying notes are an integral part of these
unaudited financial statements.
7
<PAGE>
THE BRALORNE MINING COMPANY
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 1999
(Unaudited - Prepared by Management)
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on
December 2, 1998 with the authorized common shares of 200,000,000
shares at $0.001 par value.
The Company is in the development stage and was organized to engage in
he business of mineral development.
The Company has completed Regulation D offerings of 6,040,050 common
shares for cash.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
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The Company recognizes income and expenses based on the accrual method
of accounting.
Dividend Policy
---------------
The Company has not yet adopted a policy regarding payment of
dividends.
Income Taxes
------------
The Company has elected a fiscal year of November 30 but has not
completed a full operating period and therefore has not filed any
income tax returns.
Earnings (Loss) per Share
-------------------------
Earnings (Loss) per share amounts are computed based on the weighted
average number of shares actually outstanding using the treasury stock
method in accordance with FABS Statement No. 128.
Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid instruments purchased with a
maturity, at the time of purchase, of less than three months, to be
cash equivalents.
8
<PAGE>
THE BRALORNE MINING COMPANY
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 1999
(Unaudited - Prepared by Management)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Foreign Currency Translation
----------------------------
The translations of the Company completed in Canadian dollars have been
translated to US dollars. Assets and liabilities are translated at the
year end exchange rates and the income and expenses at the average
rates of exchange prevailing during the period reported on.
Amortization of Capitalized Mining Claim Costs
----------------------------------------------
The Company will use successful efforts method to amortize the
capitalized costs of its mining claims which provides for capitalizing
the purchase price of the project and the additional costs directly
related to providing the properties, and amortizing these amounts over
the life of the mineral deposit. All other costs are expensed as
incurred.
Financial Instruments
---------------------
The carrying amounts of financial instruments, including cash, prepaid
expenses and deferred offering costs are considered by management to be
their standard fair values. These values are not necessarily indicative
of the amounts that the Company could realize in a current market
exchange.
Estimates and Assumptions
-------------------------
Management uses estimates and assumptions in preparing financial
statements in accordance with generally accepted accounting principles.
Those estimated and assumption affect the reported amounts of the
assets and liabilities, the disclosure of contingent assets and
liabilities, and the reported revenues and expenses. Actual results
could vary from the estimates that were assumed in preparing these
financial statements.
3. MINING CLAIMS
During February, 1999 the Company acquired a mineral claim, for $1.00
from a related party, known as "Golden" consisting of one 18 unit
metric claim situated within the Bridge River gold camp near the town
of Gold Bridge, British Columbia, with an expiration date of March 17,
2000.
9
<PAGE>
THE BRALORNE MINING COMPANY
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 1999
(Unaudited - Prepared by Management)
4. RELATED PARTY TRANSACTIONS
Related parties acquired 43% of the common shares issued for cash.
The officers and directors of the Company are involved in other
business activities and they may, in the future, become involved in
additional business ventures which also may require their attention. If
specific business opportunities become available, such persons may face
a conflict in selecting between the Company and their other business
interests. The Company has formulated no policy for the resolution of
such conflicts.
5. GOING CONCERN
Management is currently seeking other mineral leases which it believes
can be profitable. To be successful in this effort the Company will
need additional working capital.
Continuation of the Company as a going concern is dependent upon
obtaining additional working capital and the management of the Company
has developed a strategy, which it believes will accomplish this
objective through additional equity funding, and long term financing,
which will enable the Company to operate in the future.
Management recognizes that, if it is unable to raise additional
capital, the Company cannot operate in the future.
10
<PAGE>
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ITEM 2. PLAN OF OPERATIONS
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The Company's management will concentrate its efforts on the Golden mineral
claim in the Bralorne area of British Columbia during 1999. It is the intention
of management to investigate other mineral properties in the future but no
effort has been made to date to identify or to negotiate the terms for acquiring
additional mineral properties. Continuation of the Company as a going concern is
dependent upon obtaining additional working capital either from advances from
its officers and/or directors, bank financing or by way of an issuance of its
capital stock. Until financing has been arranged it is the intention of the
directors and officers of the Company to pay for future expenses of the Company
as short term loans.
Liquidity and Capital Resources
- -------------------------------
The Company will need additional working capital to finance its activities on
the Golden mineral claims.
Results of Operations
- ---------------------
The Company has had no operations during this reporting period.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE BRALORNE MINING COMPANY
(Registrant)
June 30, 1999 /s/ "James Bruce"
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Date James Bruce - President and Director
June 30, 1999 /s/ "Raymond Contoli"
- ----------------------------- ----------------------------------------
Date Raymond Contoli - Secretary Treasurer
and Director
12
