UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
1934 (FEE REQUIRED) For the fiscal year ended November 30, 1999
------------------------
( ) TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transaction period from
------------------ to ----------------------
Commission File number 0-25707
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THE BRALORNE MINING COMPANY
--------------------------------------------------
(EXACT NAME OF COMPANY AS SPECIFIED IN CHARTER)
Nevada 91-1948355
- -------------------------------------------- --------------------------
State or other jurisdiction of incorporation (I.R.S. Employee I.D. No.)
or organization
114 - 2274 Folkestone Way
West Vancouver, British Columbia, Canada V7S 2X7
- ---------------------------------------- ---------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code 1-604-926-3839
-------------------------------
Securities registered pursuant to section 12 (b) of the Act:
Title of each share Name of each exchange on which registered
None None
- ------------------- -----------------------------------------
Securities registered pursuant to Section 12 (g) of the Act:
None
- ----------------
(Title of Class)
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 a shorter
period that the Company was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
(1) Yes [X] No [ ] (2) Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year: $ -0-
---------------
State the aggregate market value of the voting stock held by nonaffiliates of
the Company. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specific date within the past 60 days.
<PAGE>
As at November 30, 1999, the aggregate market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.
(THE COMPANY INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE LAST FIVE YEARS)
Not applicable
(APPLICABLE ONLY TO CORPORATE COMPANYS)
As of November 30, 1999, the Company has 11,040,050 shares of common stock
issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the part
of this Form 10-KSB (eg., Part I, Part II, etc.) into which the documents is
incorporated:
(1) Any annual report to security holders;
(2) Any proxy or other information statement;
(3) Any prospectus filed pursuant to Rule 424 (b) or (c) under the
Securities act of 1933.
NONE
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TABLE OF CONTENTS
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PART 1
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Page
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ITEM 1. DESCRIPTION OF BUSINESS 4
ITEM 2. DESCRIPTION OF PROPERTY 4
ITEM 3. LEGAL PROCEEDINGS 5
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS 5
PART II
- -------
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
ITEM 7. FINANCIAL STATEMENTS 7
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
PART III
- --------
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS, COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT
ITEM 10. EXECUTIVE COMPENSATION 10
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT 11
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 12
PART IV
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ITEM 13. EXHIBITS 13
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3
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PART 1
================================================================================
ITEM 1. DESCRIPTION OF BUSINESS
================================================================================
HISTORY AND ORGANIZATION
The Bralorne Mining Company, a Nevada corporation, was incorporated on
December 2, 1998. The Company has no subsidiaries and no affiliated companies.
The Company's executive offices are located at 114 - 2274 Folkestone Way, West
Vancouver, British Columbia, Canada, V7S 2X7.
The Company's articles of incorporation currently provide that the
Company is authorized to issue 200,000,000 shares of common stock, par value
$0.001 per share. As at November 30, 1999 there were 11,040,050 shares
outstanding.
The Company is in the exploration stage and is seeking a quotation on
the OTC Bulletin Board. To date it has not made an application to file the
required forms with the NASD but once all comments have been responded to with
the United States Securities and Exchange Commission management anticipates
filing the necessary information and documents with the NASD Regulation, Inc. in
hopes of being quoted on the OTC Bulletin Board.
The Company is engaged in the exploration, and if warranted, the
development of mineral properties. The Company presently has the mineral rights
to a mineral claim called "Golden" located in the Bralorne area of British
Columbia and plans to further explore this claim during the summer of 2000.
To date, the Company has undertaken certain exploration and activities
on its mineral claim as more fully described in Item 6 - Management's Discussion
and Analysis or Plan of Operations on page 5 below.
================================================================================
ITEM 2. DESCRIPTION OF PROPERTIES
================================================================================
The Golden Claim consists of one 18 unit metric claim situated within the Bridge
River gold camp near the town of Gold Bridge, 180 kilometers (113 miles) north
of Vancouver, British Columbia. The property is 100% owned by The Bralorne
Mining Company.
Calvin Church, a professional geoscientist, was retained by The Bralorne Mining
Company to summarize the geology and mineral potential on the Golden Claim. The
property was staked on March 17, 1998 when the previous owners allowed the claim
to lapse and be available for the Company to stake it.
The geology of the Golden claim is comprised of a mass of finely bedded cherty
argillites which basically underlie the entire claim. Argillites are not well
exposed in stream
4
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valleys due to their fractured nature and weather brown-orange when exposed at
higher elevations. Dark green to purple colored basalts on the Pioneer Formation
weather brown and provide the host of mineralized veins on the property situated
near the Golden claim. As is common in the Bridge River area, much of the claim
is covered by a layer of recent volcanic ash which varies from a few centimeters
to a meter thick in some areas.
The claim is near the historic Bralorne-Pioneer Mine which was the largest
single gold producer in B.C. having produced over 4 million ounces of gold
during the period from 1932 to 1971.
================================================================================
ITEM 3. LEGAL PROCEEDINGS
================================================================================
There are no legal proceedings to which the Company is a party or to which its
property is subject, nor to the best of management's knowledge are any material
legal proceedings contemplated.
================================================================================
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
================================================================================
No matters were submitted to a vote of shareholders of the Company during the
fiscal year ended November 30, 1999.
PART II
================================================================================
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
================================================================================
During the past year there has been no established trading market for the
Company's common stock. Since its inception, the Company has not paid any
dividends on its common stock, and the Company does not anticipate that it will
pay dividends in the foreseeable future. As at November 30, 1999 the Company had
40 shareholders; three of these shareholders are officers and directors of the
Company.
================================================================================
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
================================================================================
OVERVIEW
The Company was incorporated on December 2, 1998 under the laws of the State of
Nevada. The Company's articles of incorporation currently provide that the
Company is
5
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authorized to issue 200,000,000 shares of common stock, par value $0.001 per
share. As at November 30, 1999 there were 11,040,050 shares outstanding. The
Company is engaged in the exploration stage. There is no assurance that reserves
exist in its mineral claim until further exploration work has been done and
economic evaluation based on such work concludes economic feasibility.
The Company is in the exploration stage and is seeking a quotation on the OTC
Bulletin Board. The Company has no revenue to date from the exploration of the
Golden claim, and its ability to effect its plans for the future will depend on
the availability of financing. Such financing will be required to develop the
Company's mineral property to a stage where a decision can be made by management
as to whether an ore body exists and can be successfully brought into
production. The Company anticipates obtaining such funds from its directors and
officers, financial institutions or by way of the sale of its capital stock in
the future, but there can be no assurance that the Company will be successful in
obtaining additional capital for exploration activities from the sale of its
capital stock or in otherwise raising substantial capital.
The Company has performed certain exploration work on the Golden claim during
the last twelve months as follows.
During February 1999, the Company established a geochemical grid on part of the
its claim in anticipation of undertaking a soil sampling program. The base line
for the geochemical grid was brushed out and stations were horizontally
chained-in every 100 meters (300 yards). Chaining was completed using 10 meter
intervals and flagged. The base line for the geochemical grid totaled 810 meters
(2,430 yards). The grid sampling lines were brushed out with stations
horizontally chained-in and flagged every 10 meters, for a distance of 970
meters (2,910 yards). The total combined geochemical grid for the base line and
grid line was 1,780 meters (5,340 yards). The cost of performing this work has
been applied against future assessment work on the Golden claim.
During November 1999, the Company explored the south west corner of its claim
where a geochemical grid was laid out in February. Prior to the sampling of the
grid it was extended by an additional 2,100 meters (6,300 yards). Subsequently
soil sampling was flagged every 20 meters (60 yards). A total of fifty-one soil
samples were taken from the south west corner of the claim and submitted to
Chemex Labs Ltd for gold analysis. Because of the unconsolidated volcanic ash
covering the area of the sampling program, representative samples were obtained
by digging through the volcanic ash to reach soil contact. The average depth of
the digging was approximately one foot.
In addition to the soil sampling program the Golden claim was prospected for old
showings and trenchings. From this prospecting work it would appear that no past
systematic sampling techniques applied to this confined area.
From the assays of the soil samples done by Chemex Labs Ltd., there would appear
to be no significant gold values in the majority of the samples taken. Several
samples showed some gold bearing content but not significant to warrant an
increased sampling program in that specific area. The balance of the geochemical
grid will to be sampled during the forthcoming year to determine whether there
is significant gold carried in the soil. The Company did not assay its fifty-one
soil samples for any other minerals.
6
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Liquidity and Capital Resources
As at November 30, 1999, the Company had $3,324 of assets, and $4,200 of
liabilities, including cash or cash equivalents amounting to $3,324. The
liabilities of $4,200 are amounts accrued for legal, audit and accounting.
The Company has no contractual obligations for either lease premises, employment
agreements or work commitments on the Golden claim and has made no commitments
to acquire any asset of any nature.
Results of Operations
Since inception the Company has purchased the Golden claim and preformed
exploration work on the claim as more fully described above.
================================================================================
ITEM 7. FINANCIAL STATEMENTS
================================================================================
The financial statements of the Company are included following the signature
page to this Form 10-KSB.
================================================================================
ITEM 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
================================================================================
From inception to date, the Company's principal accountant is Andersen Andersen
& Strong, L.C. of Salt Lake City, Utah. The firm's report for the period from
inception to November 30, 1999 did not contain any adverse opinion or
disclaimer, nor were there any disagreements between management and the
Company's accountants.
PART III
================================================================================
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT
================================================================================
The following table sets forth as of November 30, 1999, the name, age, and
position of each executive officers and directors and the term of office of each
director of the Company.
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Term as
Director
NAME AGE POSITION HELD Since
---- --- ------------- -----
James Bruce 71 President and Director 1998
Raymond Contoli 61 Secretary Treasurer and 1998
Director
Edward Skoda 51 Director 1998
Each director of the Company serves for a term of one year and until his
successor is elected at the Company's annual shareholders' meeting and is
qualified, subject to removal by the Company's shareholders. Each officer
serves, at the pleasure of the board of directors, for a term of one year and
until his successor is elected at the annual general meeting of the board of
directors and is qualified.
Set forth below is certain biographical information regarding each of the
Company's executive officers and directors.
JAMES BRUCE has been the President and a Director of the Company since its
inception. Mr. Bruce received a degree from the University of British Columbia
in Agriculture in 1950. After graduation he became Vice President of Sales and
General Manager for Imperial School Furniture where he worked for 14 years
before becoming Vice President of Sales for Co-ordinated Business Interiors.
Subsequent to his departure from Co-ordinated Business Interiors he became a
registered broker for Hemsworth Turton where his responsibilities were to
promote equity funding for public and private companies. In 1969 he became
President of White Water International and Inter-American Nickel Corp. which was
in the process of developing a water purification system. In 1972, he accepted
the position of Senior Account Manager for Finning Tractor (Caterpillar
Distributor) where he was employed until 1981. Since that time, Mr. Bruce has
been President and Chief Executive Officer for Environmental Systems Inc.
(formerly New Generation Power Corp.), a public company currently trading on the
Alberta Exchange.
RAYMOND CONTOLI has been the Secretary Treasurer and a Director of the Company
since its inception. Upon graduation from high school Mr. Contoli worked with
his father in the family jewelry business until the untimely death of his
father. After managing the business for a number of years, Mr. Contoli's son has
entered into partnership with him. Mr. Contoli has acquired shares of various
public companies over the years but has not been a director or officer of a
public company until serving on the Board of the Company.
EDWARD SKODA has been a Director of the Company since its inception. Mr. Skoda
has served in various capacities in the mining industry over the last twenty
five years including being a project coordinator, civil inspector of mines,
shift boss and mine superintendent. Mr. Skoda has been educated at the
Haileybury School of Mines and later at the British Columbia School of
Technology where he obtained a diploma in
8
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Business Management. Mr. Skoda has worked for his personal company, Mine Select
Inc., for the past five years. Mine Select Inc. undertakes consulting services
for various private and public companies; namely White Hawk Resources Inc. (a
Vancouver Stock Exchange listed company), Monitor Gold International Inc. (a
private company) and The Canadian Mining Company (a company listed on the
Alberta Stock Exchange in which Mr. Skoda is a director). He holds licenses for
blasting, first aid and being a volunteer fireman. Mr. Skoda was employed by
various mining companies over the years in such countries as Australia, Ireland,
New Zealand and the United States.
To the knowledge of management, during the past five years, no present or former
director, executive officer or person nominated to become a director or an
executive officer of the Company:
(1) filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer
appointed by the court for the business or property of such person, or
any partnership in which he was a general partner at or within two
years before the time of such filings;
(2) was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting,
the following activities:
(i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor
broker, leverage transaction merchant, associated person of
any of the foregoing, or as an investment advisor,
underwriter, broker or dealer in securities, or as an
affiliate person, director or employee of any investment
company, or engaging in or continuing any conduct or practice
in connection with such activity;
(ii) engaging in any type of business practice; or
(iii) engaging in any activities in connection with the purchase or
sale of any security or commodity or in connection with any
violation of federal or state securities laws or federal
commodities laws;
(4) was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority
barring, suspending or otherwise limiting for more than 60 days the
right of such person to engage in any activity described above under
this Item, or to be associated with persons engaged in any such
activities;
(5) was found by a court of competent jurisdiction in a civil action or by
the Securities and Exchange Commission to have violated any federal or
state securities law, and the judgment in such civil action or finding
by the Securities and Exchange Commission has not been subsequently
reversed, suspended, or vacated.
9
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(6) was found by a court of competent jurisdiction in a civil action or by
the Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding by
the Commodity Futures Trading Commission has not been subsequently
reversed, suspended or vacated.
COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT
The Company knows of no director, officer, beneficial owner of more than ten
percent of any class of equity securities of the Company registered pursuant to
Section 12 ("Reporting Person") that failed to file any reports required to be
furnished pursuant to Section 16(a). Other than those disclosed below, the
Company knows of no Reporting Person that failed to file the required reports
during the most recent fiscal year.
The following table sets forth as at November 30, 1999, the name and position of
each Reporting Person that failed to file on a timely basis any reports required
pursuant to Section 16 (a) during the most recent fiscal year.
Name Position Report to be Filed
- ---- -------- ------------------
James Bruce President and Director Form 3
Raymond Contoli Secretary Treasurer and Form 3
Director
Edward Skoda Director Form 3
================================================================================
ITEM 10. EXECUTIVE COMPENSATION
================================================================================
CASH COMPENSATION
There was no cash compensation paid to any director or executive officer of the
Company during the fiscal year ended November 30, 1999.
BONUSES AND DEFERRED COMPENSATION
None
COMPENSATION PURSUANT TO PLANS
None
10
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PENSION TABLE
None
OTHER COMPENSATION
None
COMPENSATION OF DIRECTORS
Mr. Skoda, a director of the Company, was paid for services rendered in
preparing the geochemical grid and in the subsequent sampling program. Total
fees paid to him amounted to $2,060. This amount represents the fair market
value of services for this work had the Company employed another individual.
TERMINATION OF EMPLOYMENT
There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in Cash
Consideration set out above which would in any way result in payments to any
such person because of his resignation, retirement, or other termination of such
person's employment with the Company or its subsidiaries, or any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.
================================================================================
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
================================================================================
The following table sets forth as at November 30, 1999, the name and address and
the number of shares of the Company's common stock, with a par value of $0.001
per share, held of record or beneficially by each person who held of record, or
was known by the Company to own beneficially, more than 5% of the issued and
outstanding shares of the Company's common stock, and the name and shareholdings
of each director and of all officers and directors as a group.
NAME AND
ADDRESS OF AMOUNT
BENEFICAL NAME OF OF BENEFICAL PERCENT
OWNER OWNERSHIP (1) OWNERSHIP CLASS
--------- ------------ ------------ -------
JAMES BRUCE Direct 2,500,000 22.64%
114-2274 Folkestone Way
West Vancouver, B.C.
Canada, V5A 2W1
RAYMOND CONTOLI Direct 1,500,000 13.59%
5887 Whircomb Place
Tsawwasson, B.C.
Canada V4L 1E2
EDWARD SKODA Direct 1,000,000 9.06%
C.P. 45900-APDO Post 376
Chapala, Jalisco
Mexico
All Officers and Directors Direct 5,000,000 45.29%
(1) All shares owned directly are owned beneficially and of record, and
such shareholder has sole voting, investment and dispositive power,
unless otherwise noted.
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================================================================================
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
================================================================================
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Except as indicated below, there were no material transactions, or series of
similar transactions, since inception of the Company and during its current
fiscal period, or any currently proposed transactions, or series of similar
transactions, to which the Company was or is to be a party, in which the amount
involved exceeds $60,000, and in which any director or executive officer, or any
security holder who is known by the Company to own of record or beneficially
more than 5% of any class of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, has an interest.
INDEBTEDNESS OF MANAGEMENT
There were no material transactions, or series of similar transactions, since
the beginning of the Company's last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which the Company was or is
to be a part, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than 5% of the common shares of
the Company's capital stock, or any member of the immediate family of any of the
foregoing persons, has an interest.
TRANSACTIONS WITH PROMOTERS
The Company does not have promoters and has no transactions with any promoters.
12
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PART IV
================================================================================
ITEM 13. EXHIBITS AND REPORTS
================================================================================
(a) (1) FINANCIAL STATEMENTS.
The following financial statements are included in this report:
Title of Document Page
- ----------------- ----
Report of Andersen, Andersen & Strong, Certified Public Accountants 15
Balance Sheet as at November 30, 1999 16
Statement of Operations for the period from December 2, 1998 (Date of
Inception) to November 30, 1999 17
Statement in Changes in Stockholders' Equity for the period from December
2, 1998 (Date of Inception) to November 30, 1999 18
Statement of Cash Flows for the period from December 2, 1998 (Date of
Inception) to November 30, 1999 19
Notes to the Financial Statements 20
(a) (2) FINANCIAL STATEMENT SCHEDULES
The following financial statement schedules are included as part of this report:
None.
(a) (3) EXHIBITS
The following exhibits are included as part of this report by reference:
None.
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<CAPTION>
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ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 220
Certified Public Accountants and Business Consultants Board Salt Lake City, Utah, 84106
Member SEC Practice Section of the AICPA Telephone 801-486-0096
Fax 801-486-0098
E-mail Kandersen @ msn.com
</TABLE>
Board of Directors
The Bralorne Mining Company
Vancouver B. C. Canada
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheet of The Bralorne Mining Company
(an exploration stage company) at November 30, 1999, and the statement of
operations, stockholders' equity, and cash flows for the period from December 2,
1998 (date of inception) to November 30, 1999. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet is 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 balance sheet presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Bralorne Mining Company at
November 30, 1999, and the results of operations, and cash flows for the period
from December 2, 1998 (date of inception) to November 30, 1999, in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is in the development
stage and will need additional working capital for its planned activity, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 5. These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Salt Lake City, Utah /s/ "Andersen Andersen & Strong"
January 15, 2000
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THE BRALORNE MINING COMPANY
(EXPLORATION STAGE COMPANY)
BALANCE SHEET
NOVEMBER 30, 1999
================================================================================
ASSETS
CURRENT ASSETS
Cash $ 3,324
--------
Total Current Assets 3,324
--------
OTHER ASSETS
Mineral lease - Note 3 1
--------
$ 3,325
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 4,200
--------
Total Current Liabilities 4,200
--------
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 (27,887)
--------
Total Stockholders' Equity (875)
--------
$ 3,325
========
The accompanying notes are an integral part of these financial statements.
15
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THE BRALORNE MINING COMPANY
(EXPLORATION STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD DECEMBER 2, 1998 (DATE OF INCEPTION)
TO NOVEMBER 30, 1999
================================================================================
SALES $ --
EXPENSES 27,887
----------
NET LOSS $ 27,877
==========
NET LOSS PER COMMON SHARE
Basic $ --
==========
AVERAGE OUTSTANDING SHARES
Basic 9,508,359
==========
The accompanying notes are an integral part of these financial statements.
16
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THE BRALORNE MINING COMPANY
(EXPLORATION STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD DECEMBER 2, 1998 (DATE OF INCORPORATION)
TO NOVEMBER 30, 1999
================================================================================
<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 year ended
November 30, 1999 -- -- -- --
---------- ---------- ---------- ----------
BALANCE, NOVEMBER 30, 1999 11,040,050 $ 11,040 $ 15,972 $ (27,877)
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
17
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THE BRALORNE MINING COMPANY
(EXPLORATION STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD DECEMBER 2, 1998 (DATE OF INCEPTION)
TO NOVEMBER 30, 1999
================================================================================
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $(27,887)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Change in accounts payable 4,200
----------
Net Cash From Operations (23,687)
----------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of mineral lease ( 1)
----------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of common stock 27,012
----------
Net Increase in Cash 3,324
Cash at Beginning of Period --
----------
Cash at End of Period $ 3,324
==========
The accompanying notes are an integral part of these financial statements.
18
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THE BRALORNE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
================================================================================
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on December
2, 1998 with authorized common stock of 200,000,000 shares at $0.001 par value.
The Company was organized for the purpose of acquiring and exploring mineral
properties. As at the date of the balance sheet a mineral property with unknown
reserves, has been acquired. The Company has not established the existence of a
commercially minable ore deposit and therefore has not reached the development
stage and is considered to be in the exploration stage.
Since its inception the Company has completed three Regulation D offerings of
6,040,050 shares of its capital stock for cash.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICILES
Accounting, Methods
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
On November 30, 1999, the Company had a net operating loss carry forward of
$27,887. The tax benefit from the loss carry forward has been fully offset by
valuation reserve because the use of the future tax benefit is doubtful, since
the Company has no operations and is unable to project any reliable future net
profits.
The loss carryforward will expire in 2020.
Earning (Loss) Per Share
Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding.
19
<PAGE>
THE BRALORNE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICILES - CONTINUED
Amortization of Capitalized Mineral Claim Costs
Cost of acquisition, exploration, carrying, and retaining unproven properties
are expensed as incurred. Cost incurred in proving and developing a property
ready for production are capitalized and amortized over the life of the mineral
deposit or over a shorter period if the property is shown to have an impairment
in value.
Financial Instruments
The carrying amounts of financial instruments, including cash, mineral claims
and accounts payable, are considered by management to be their estimated fair
values.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions 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. PURCHASE OF MINERAL LEASES
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.
The Company has not established the existence of a commercially minable ore
deposit and therefore all expenses for acquisition and exploration have been
expensed.
4. RELATED PARTY TRANSACTIONS
Related parties have acquired 45% of the common stock issued for cash.
5. GOING CONCERN
The Company will need additional working capital to be successful in its planned
operations.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital for any future planned activities and the management
of the Company has developed a strategy, which it believes will accomplish this
objective through equity funding, and long term financing, which will enable the
Company to operate for the forthcoming year.
There can be no assurance that the Company can be successful in this effort.
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================================================================================
SIGNATURES
================================================================================
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following persons on behalf of the
Company and in its capacities and on the date indicated:
THE BRALORNE MINING COMPANY
Date: January 15, 2000 By: /s/ "James Bruce"
--------------------------------------------
James Bruce, President and Director
Date: January 15, 2000 By: /s/ "Raymond Contoli"
---------------------------------------------------
Raymond Contoli, Secretary Treasurer and Director
21
