UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT UNDER SECTION 13 0R 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended JUNE 30, 2000
--------------------------
[ ] TRANSITION REPORT UNDER SECTION 13 0R 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from to
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Commission file number
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CORBETT LAKE MINERALS, INC.
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(Name of Small Business Issuer in its charter)
Incorporated in the State of Nevada 91-2008331
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 1500, 885 West Georgia Street, Vancouver, British Columbia V6C 3E8
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (604) 687-0717
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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the last 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 [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
CLASS OUTSTANDING AT AUGUST 14, 2000
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Common Stock - $0.001 par value 12,000,000
Transitional Small Business Disclosure Format (Check one): YES [ X ] NO [ ]
<PAGE>
CORBETT LAKE MINERALS, INC. FORM 10-QSB PAGE 2 OF 4
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
See unaudited financial statements for the period ended June 30, 2000
attached as Exhibit A.
<PAGE>
CORBETT LAKE MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
FINANCIAL STATEMENTS
(EXPRESSED IN UNITED STATES DOLLARS)
(UNAUDITED)
JUNE 30, 2000
<PAGE>
CORBETT LAKE MINERALS, INC.
(An Exploration Stage Company)
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
=========================================================================================== ================ ================
June 30, December 31,
2000 1999
------------------------------------------------------------------------------------------- ---------------- ----------------
<S> <C> <C>
ASSETS
CURRENT
Cash and cash equivalents $ 5,152 $ 32,426
Prepaid expenses 1,500 -
--------------- -------------
$ 6,652 $ 32,426
=========================================================================================== ================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT
Accounts payable and accrued liabilities $ 2,884 $ 10,579
--------------- ---------------
STOCKHOLDERS' EQUITY
Capital stock (Note 5)
Authorized
200,000,000 common shares, par value of $0.001
Issued and outstanding
June 30, 2000 - 12,000,000 common shares
December 31, 1999 - 12,000,000 common shares 12,000 12,000
Additional paid-in capital 45,000 45,000
Deficit accumulated during the exploration stage (53,232) (35,153)
--------------- ---------------
Total stockholders' equity 3,768 21,847
--------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,652 $ 32,426
=========================================================================================== ================ ================
HISTORY AND ORGANIZATION OF THE COMPANY (Note 1)
GOING CONCERN (Note 2)
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CORBETT LAKE MINERALS, INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
====================================== ================ ================= ================= ================ =================
Cumulative
from
Incorporation
on Three Month Three Month Six Month Six Month
March 3, 1999 Period Ended Period Ended Period Ended Period Ended
to June 30, June 30, June 30, June 30, June 30,
2000 2000 1999 2000 1999
-------------------------------------- ---------------- ----------------- ----------------- ---------------- -----------------
<S> <C> <C> <C> <C> <C>
EXPENSES
Incorporation costs $ 640 $ - $ 640 $ - $ 640
Exploration costs 2,875 2,875 - - -
Filing and transfer agent fees 2,226 645 95 2,131 95
Legal and audit fees 19,610 5,192 2,644 5,192 2,644
Management fees 15,000 5,000 - 7,875 -
Mineral property
acquisition costs 12,881 2,881 - 2,881 -
--------------- --------------- --------------- --------------- -----------------
LOSS FOR THE PERIOD $ 53,232 $ 16,593 $ 3,379 $ 18,079 $ 3,379
====================================== ================ ================= ================= ================ =================
BASIC AND DILUTED LOSS PER SHARE $ (0.01) $ (0.01) $ (0.01) $ (0.01)
====================================== ================ ================= ================= ================ =================
WEIGHTED AVERAGE SHARES
OUTSTANDING 12,000,000 12,000,000 12,000,000 12,000,000
====================================== ================ ================= ================= ================ =================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CORBETT LAKE MINERALS, INC.
(An Exploration Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
=================================================== ============================= ============== ============== ==============
Deficit
Accumulated
Common Stock Additional During the
---------------------------- Paid-in Exploration
Shares Amount Capital Stage Total
--------------------------------------------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
INCEPTION, MARCH 3, 1999 - $ - $ - $ - $ -
Shares issued for cash 12,000,000 12,000 45,000 - 57,000
Loss for the period - - - (35,153) (35,153)
------------- ------------- ------------- ------------- -------------
BALANCE, DECEMBER 31, 1999 12,000,000 12,000 45,000 (35,153) 21,847
Loss for the period - - - (18,079) (18,079)
------------- ------------- ------------- ------------- -------------
BALANCE, JUNE 30, 2000 12,000,000 $ 12,000 $ 45,000 $ (53,232) $ 3,768
=================================================== ============== ============== ============== ============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CORBETT LAKE MINERALS, INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
========================================================================= ================ ================= =================
Cumulative
from
Incorporation
on Six Month Six Month
March 3, 1999 Period Ended Period Ended
to June 30, June 30, June 30,
2000 2000 1999
------------------------------------------------------------------------- ---------------- ----------------- -----------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period $ (53,232) $ (18,079) $ (3,379)
Change in other operating assets and liabilities:
Increase in prepaid expenses (1,500) (1,500) -
Increase (decrease) in accounts payable and accrued liabilities 2,884 (7,695) 2,644
--------------- --------------- ---------------
Net cash used in operating activities (51,848) (27,274) (735)
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CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities - - -
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CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of capital stock for cash 57,000 - 27,533
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Net cash provided by financing activities 57,000 - 27,533
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CHANGE IN CASH AND CASH EQUIVALENTS DURING THE PERIOD 5,152 (27,274) 26,798
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD - 32,426 -
--------------- --------------- --------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 5,152 $ 5,152 $ 26,798
========================================================================= ================ ================= =================
CASH PAID DURING THE PERIOD FOR:
Interest expense $ - $ - $ -
Income taxes - - -
========================================================================= ================ ================= =================
</TABLE>
SUPPLEMENTAL DISCLOSURE FOR NON-CASH FINANCING AND INVESTING ACTIVITIES
There were no significant non-cash transactions for the six month periods
ended June 30, 2000 and 1999 and for the period from incorporation on March
3, 1999 to June 30, 2000.
The accompanying notes are an integral part of these financial statements.
<PAGE>
CORBETT LAKE MINERALS, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 2000
================================================================================
1. HISTORY AND ORGANIZATION OF THE COMPANY
The Company was formed on March 3, 1999 under the Laws of the State of
Nevada and is in the business of exploration and development of mineral
properties. The Company has not yet determined whether its properties
contain mineral resources that may be economically recoverable. The
Company therefore has not reached the development stage and is
considered to be an exploration stage company.
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly
the financial position, results of operations, changes in stockholders'
equity and cash flows at June 30, 2000 and for the periods then ended
have been made. These financial statements should be read in
conjunction with the audited financial statements of the Company for
the year ended December 31, 1999. The results of operations for the
period ended June 30, 2000 are not necessarily indicative of the
results to be expected for the year ending December 31, 2000.
2. GOING CONCERN
These financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern
which contemplates the realization of assets and the satisfaction of
liabilities and commitments in the normal course of business. The
general business strategy of the Company is to acquire mineral
properties either directly or through the acquisition of operating
entities. The continued operations of the Company and the
recoverability of mineral property costs is dependent upon the
existence of economically recoverable reserves, confirmation of the
Company's interest in the underlying mineral claims, the ability of the
Company to obtain necessary financing to complete the development and
upon future profitable production. The Company has incurred operating
losses and requires additional funds to meet its obligations and
maintain its operations. Management's plan in this regard is to raise
equity financing as required. These conditions raise substantial doubt
about the Company's ability to continue as a going concern. These
financial statements do not include any adjustments that might result
from this uncertainty.
<TABLE>
<CAPTION>
=================================================================================== ================ ===============
June 30, December 31,
2000 1999
----------------------------------------------------------------------------------- ---------------- ---------------
<S> <C> <C>
Deficit accumulated during the exploration stage $ (53,232) $ (35,153)
Working capital 3,768 21,847
=================================================================================== ================ ===============
</TABLE>
3. SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include highly liquid investments with
original maturities of three months or less. These are recorded at cost
which approximates market.
<PAGE>
CORBETT LAKE MINERALS, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 2000
================================================================================
3. SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)
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 during the reporting period. Actual results could differ
from those estimates.
FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and cash
equivalents and accrued liabilities. Unless otherwise noted, it is
management's opinion that the Company is not exposed to significant
interest, currency or credit risks arising from these financial
instruments. The fair value of these financial instruments approximate
their carrying values, unless otherwise noted.
RESOURCE PROPERTIES
Costs of acquisition, exploration, carrying, and retaining unproven
properties are expensed as incurred. Costs 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.
ENVIRONMENTAL REQUIREMENTS
At the report date, environmental requirements related to mineral
claims acquired (Note 4) are unknown and therefore an estimate of any
future cost cannot be made.
INCOME TAXES
Income taxes are provided 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
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expenses (benefit) result from the net
change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effects of changes in tax
laws and rates on the date of enactment.
LOSS PER SHARE
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per
Share" ("SFAS 128"). Under SFAS 128, basic and diluted earnings per
share are to be presented. Basic earnings per share is computed by
dividing income available to common shareholders by the weighted
average number of common shares outstanding in the period. Diluted
earnings per share takes into consideration common shares outstanding
(computed under basic earnings per share) and potentially dilutive
common shares.
<PAGE>
CORBETT LAKE MINERALS, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 2000
================================================================================
3. SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)
FOREIGN CURRENCY TRANSLATION
Translation amounts denominated in foreign currencies are translated
into United States currency at exchanges rates prevailing at
transactions dates. Carrying values of monetary assets and liabilities
are adjusted at each balance sheet date to reflect the exchange rate at
that date. Gains and losses from restatement of foreign currency
monetary assets and liabilities are included in income.
STOCK-BASED COMPENSATION
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation," encourages, but does not require, companies
to record compensation cost for stock-based employee compensation plans
at fair value. The Company has chosen to account for stock-based
compensation using Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees." Accordingly compensation
cost for stock options is measured as the excess, if any, of the quoted
market price of the Company's stock at the date of the grant over the
amount an employee is required to pay for the stock.
COMPREHENSIVE INCOME
The Company has adopted Statement of Financial Accounting Standards No.
130 ("SFAS 130"), "Reporting Comprehensive Income". This statement
establishes rules for the reporting of comprehensive income and its
components. The adoption of SFAS 130 had no impact on total
stockholders' equity as of June 30, 2000.
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133 ("SFAS 133"),
"Accounting for Derivative Instruments and Hedging Activities" which
establishes accounting and reporting standards for derivative
instruments and for hedging activities. SFAS 133 is effective for all
fiscal quarters of fiscal years beginning after June 15, 1999. In June
1999, the FASB issued SFAS 137 to defer the effective date of SFAS 133
to fiscal quarters of fiscal years beginning after June 15, 2000. The
Company does not anticipate that the adoption of the statement will
have a significant impact on its financial statements.
4. MINERAL PROPERTY
On July 20, 1999, the Company acquired an option to purchase a 100%
interest in the CP 1-12 mining claims located in the Nicola Mining
Division of British Columbia for $10,000 (paid). As the claims do not
contain any known reserves, the acquisition costs were expensed during
the period ended December 31, 1999. To exercise its option, the Company
must complete a recommended work program in the amount of CDN$11,700 by
July 20, 2000.
<PAGE>
CORBETT LAKE MINERALS, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 2000
================================================================================
5. CAPITAL STOCK
The authorized common stock of the Company is 200,000,000 shares of
common stock with a par value of $0.001 per share. All of the issued
and outstanding shares are fully paid and non-assessable. All shares
have equal voting rights and, when validly issued, are entitled to one
vote per share in all matters to be voted upon by the stockholders. The
shares have no pre-emptive, subscription, conversion or redemption
rights and may be issued only as fully paid and non-assessable shares.
Holders of common shares are entitled to share rateable in dividends,
as may be declared from time to time by the Board of Directors in its
discretion, from funds legally available for dividend payments.
The Company has issued 7,000,000 common shares under Rule 504 of
Regulation D of the Securities Act of 1933, at a price of $0.001 per
share, for total proceeds of $7,000. In addition, the Company has
issued 5,000,000 common shares under Rule 504 of Regulation D of the
Securities Act of 1933, at a price of $0.01 per share, for total
proceeds of $50,000.
6. INCOME TAXES
The Company's total deferred tax asset is as follows:
<TABLE>
<CAPTION>
=================================================================================== ================ ===============
June 30, December 31,
2000 1999
----------------------------------------------------------------------------------- ---------------- ---------------
<S> <C> <C>
Tax benefit of net operating loss carryforward $ 7,985 $ 5,273
Valuation allowance (7,985) (5,273)
--------------- --------------
$ - $ -
=================================================================================== ================ ===============
</TABLE>
The Company has a net operating loss carryforward of approximately
$53,232. The Company has provided a full valuation allowance on the
deferred tax asset because of the uncertainty regarding realizability.
7. RELATED PARTY TRANSACTIONS
Management fees of $5,000 were paid to a director of the Company for
the period ended June 30, 2000.
8. COMMITMENT
The Company entered into an Employment and Services Agreement dated
August 2, 1999, with the director of the Company, whereby the Company
shall pay a salary of $15,000 annually for a period of two years.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Corbett Lake has not had any revenues generated from its business
operations since its incorporation.
Corbett Lake's twelve-month plan of operation is to complete the
recommended exploration program on the CP Claims. An exploration report on the
property prepared by Consulting Geologist, Douglas H. Hopper, dated February 8,
1999 recommends the staking of 17 claims on three sides of the CP Claims group
at a cost of CDN$1,700. The report also recommends a geochemical survey with a
total length of 12,000 metres at a 200 metre grid spacing. The recommended
budget for soil sampling including analysis and interpretation is CDN$10,000. At
the end of the second quarter of the fiscal year covered by this report, Corbett
Lake had spent an aggregate CDN $4,280 on the recommended work program.
Corbett Lake can satisfy its cash requirements for the next six months
without having to raise additional funds.
Corbett Lake (i) will not be undertaking any product research or
development; (ii) will not be purchasing any plant or significant equipment; and
(iii) does not expect significant changes in the number of its employees.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Corbett Lake is not a party to any pending legal proceedings, and to
the best of Corbett Lake's knowledge, none of Corbett Lake's assets are the
subject of any pending legal proceedings.
ITEM 2. CHANGES IN SECURITIES.
During the second quarter of the fiscal year covered by this report,
(i) Corbett Lake did not modify the instruments defining the rights of its
shareholders, (ii) no rights of any shareholders were limited or qualified by
any other class of securities, and (iii) Corbett Lake did not sell any
unregistered equity securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
During the second quarter of the fiscal year covered by this report, no
material default has occurred with respect to any indebtedness of Corbett Lake.
Also during this quarter, no material arrearage in the payment of dividends has
occurred.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the second quarter of the fiscal
year covered by this report.
<PAGE>
CORBETT LAKE MINERALS, INC. FORM 10-QSB PAGE 3 OF 4
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
All Exhibits required to be filed with the Form 10-QSB are incorporated
by reference to Corbett Lake's previously filed Form 10-SB.
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C> <C>
Exhibit A 1. Unaudited Financial Statements as of June 30, 2000 Included
Exhibit 2 Charter and by-laws Filed
Exhibit 3 Instruments defining the rights of security holders None
Exhibit 5 Voting Trust Agreement None
Exhibit 6.1 Option Agreement dated July 20, 1999 between Wet Coast Capital Corporation and Filed
Gerry Diakow filed as an Exhibit to Corbett Lake's
registration statement on Form 10-SB filed on April 13,
2000, and incorporated herein by reference.
Exhibit 6.2 Assignment Agreement dated July 20, 1999 between Wet Coast Capital Corporation Filed
and Corbett Lake filed as an Exhibit to Corbett Lake's registration statement
on Form 10-SB filed on April 13, 2000, and incorporated herein by reference.
Exhibit 6.3 Employment and Services Agreement dated August 2, 1999 between Corbett Lake and Filed
Jason John filed as an Exhibit to Corbett Lake's registration statement on Form
10-SB filed on April 13, 2000, and incorporated herein by reference.
Exhibit 7 Material Foreign Patents None
Exhibit 12 Additional Exhibits None
Exhibit 27 Financial Data Schedule Included
</TABLE>
(B) REPORTS ON FORM 8-K.
There were no reports on Form 8-K filed by Corbett Lake during the
quarter ended June 30, 2000.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
RadioTower has caused this report to be signed on its behalf by the undersigned,
who are duly authorized.
CORBETT LAKE MINERALS, INC.
By: "JASON JOHN"
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Name: JASON JOHN
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Title: SOLE DIRECTOR AND PRESIDENT, SECRETARY AND TREASURER
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Dated: AUGUST 14, 2000
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