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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[ X] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended October 31, 1999
[ ] Transition Report pursuant to 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period to
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Commission File Number 0-27277
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COPPER VALLEY MINERALS LTD.
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(Exact name of small Business Issuer as specified in its charter)
Nevada 98-0207554
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organisation)
Suite 1880, 1055 West Georgia Street
Vancouver, British Columbia, Canada V6E 3P3
- --------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: 604-687-7962
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None
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the issuer
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 stock, as of the latest practicable date:
2,033,000 Shares of $.001 par value Class A Common Stock outstanding
as of November 30, 1999.
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PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-QSB and Item 310 (b) of
Regulation S-B, and, therefore, do not include all information and
footnotes necessary for a complete presentation of 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 six months ended October 31, 1999
are not necessarily indicative of the results that can be expected
for the year ending April 30, 2000.
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COPPER VALLEY MINERALS LTD.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
OCTOBER 31, 1999
(Unaudited)
(Stated in U.S. Dollars)
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COPPER VALLEY MINERALS LTD.
(An Exploration Stage Company)
BALANCE SHEET
OCTOBER 31, 1999
(Unaudited)
(Stated in U.S. Dollars)
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ASSETS
Current
Cash $ 34,647
Mineral Property (Note 3) 1,000
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$ 35,647
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LIABILITIES
Current
Accounts payable $ 3,776
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SHAREHOLDERS' EQUITY
Share Capital
Authorized:
100,000,000 Common shares, par value
$0.001 per share
Issued and outstanding:
2,033,000 Common shares 2,033
Additional paid in capital 52,217
Deficit Accumulated During The Exploration Stage (22,379)
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31,871
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$ 35,647
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COPPER VALLEY MINERALS LTD.
(An Exploration Stage Company)
STATEMENT OF LOSS AND DEFICIT
(Unaudited)
(Stated in U.S. Dollars)
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Six Inception
Months June 12
Ended 1998
October 31 To October 31
1999 1999
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Expenses
Office administration and sundry $ 4,757 $ 5,509
Mineral property exploration
expenditures 945 4,774
Professional fees 11,256 12,096
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Net Loss For The Period 16,958 $ 22,379
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Deficit Accumulated During The
Exploration Stage,
Beginning Of Period 5,421
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Deficit Accumulated During The
Exploration Stage,
End Of Period $ 22,379
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Net Loss Per Share $0.01
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Weighted Average Number of Shares
Outstanding 2,033,000
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COPPER VALLEY MINERALS LTD.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)
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Six Inception
Months June 12
Ended 1998
October 31 To October 31
1999 1999
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Cash Flow From Operating Activities
Net loss for the period $ (16,958) $ (22,379)
Adjustments To Reconcile Net Loss
To Net Cash Used By Operating
Activities
Change in accounts payable 2,644 3,776
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(14,314) (18,603)
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Cash Flow From Investing Activities
Mineral property - (1,000)
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Cash Flow From Financing Activities
Share capital issued - 54,250
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Increase (Decrease) In Cash (14,314) 34,647
Cash, Beginning Of Period 48,961 -
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Cash, End Of Period $ 34,647 $ 34,647
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COPPER VALLEY MINERALS LTD.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
OCTOBER 31, 1999
(Unaudited)
(Stated in U.S. Dollars)
Common Stock
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Additional
Paid-in
Shares Amount Capital Deficit Total
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Shares issued for
cash @ $0.005 1,200,000 $ 1,200 $ 4,800 $ - $ 6,000
Shares issued for
cash @ $0.05 800,000 800 39,200 - 40,000
Shares issued for
cash @ $0.25 33,000 33 8,217 - 8,250
Net loss for the
period - - - (5,421) (5,421)
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Balance, April 30,
1999 2,033,000 $ 2,033 $ 52,217 $ (5,421) $ 48,829
Net loss for the
period - - - (16,958) (16,958)
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Balance
October 31, 1999 2,033,000 $ 2,033 $ 52,217 $(22,379) $ 31,871
=================================================
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COPPER VALLEY MINERALS LTD.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1999
(Unaudited)
(Stated in U.S. Dollars)
1. NATURE OF OPERATIONS
a) Organization
The Company was incorporated in the State of Nevada, U.S.A.
on June 12, 1998.
b) Exploration Stage Activities
The Company is in the process of exploring its mineral
property and has not yet determined whether the property
contains ore reserves that are economically recoverable.
The recoverability of amounts shown as mineral property and
related deferred exploration expenditures is dependent upon
the discovery of economically recoverable reserves,
confirmation of the Company's interest in the underlying
mineral claims and the ability of the Company to obtain
profitable production or proceeds from the disposition
thereof.
2. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the
United States. Because a precise determination of many assets
and liabilities is dependent upon future events, the
preparation of financial statements for a period necessarily
involves the use of estimates which have been made using
careful judgement.
The financial statements have, in management's opinion, been
properly prepared within reasonable limits of materiality and
within the framework of the significant accounting policies
summarized below:
a) Mineral Property and Related Deferred Exploration
Expenditures
The Company defers all direct exploration expenditures on
mineral properties in which it has a continuing interest to
be amortized over the recoverable reserves when a property
reaches commercial production. On abandonment of any
property, applicable accumulated deferred exploration
expenditures will be written off. To date none of the
Company's properties have reached commercial production.
At least annually, the net deferred cost of each mineral
property is compared to management's estimation of the net
realizable value, and a write-down is recorded if the net
realizable value is less than the cumulative net deferred
costs.
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COPPER VALLEY MINERALS LTD.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1999
(Unaudited)
(Stated in U.S. Dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
a) Income Taxes
The Company has adopted Statement of Financial Accounting
Standards No. 109 - "Accounting for Income Taxes" (SFAS
109). This standard requires the use of an asset and
liability approach for financial accounting and reporting on
income taxes. If it is more likely than not that some
portion or all of a deferred tax asset will not be realized,
a valuation allowance is recognized.
b) Financial Instruments
The Company's financial instruments consist of cash and
accounts payable.
Unless otherwise noted, it is management's opinion that this
Company is not exposed to significant interest or credit
risks arising from these financial instruments. The fair
value of these financial instruments approximate their
carrying values, unless otherwise noted.
c) Net Loss Per Share
Net loss per share is based on the weighted average number
of common shares outstanding during the period plus common
share equivalents, such as options, warrants and certain
convertible securities. This method requires primary
earnings per share to be computed as if the common share
equivalents were exercised at the beginning of the period or
at the date of issue and as if the funds obtained thereby
were used to purchase common shares of the Company at its
average market value during the period.
2. MINERAL PROPERTY
The Company has entered into an option agreement to acquire a
51% interest in the 37 mineral claims located in Mineral
County, Nevada.
In order to earn its interest, the Company must make cash
payments and incur exploration expenditures as follows:
Cash payments:
- - $1,000 on execution of the agreement (paid)
- - $50,000 on the first anniversary of the agreement
- - $75,000 on the second anniversary of the agreement
- - $75,000 on the third anniversary of the agreement
- - $100,000 on the fourth anniversary of the agreement
- - $120,000 per year thereafter until the property is placed
into commercial production
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COPPER VALLEY MINERALS LTD.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1999
(Unaudited)
(Stated in U.S. Dollars)
3. MINERAL PROPERTY (Continued)
The Company has the option to buyout the $120,000 yearly
minimum payment by making a one time payment of $1,000,000 in
cash or shares at not less than $0.50 per share.
Exploration expenditures:
- - $9,000 by April 1, 2000
- - a further $150,000 by April 1, 2001
- - a further $150,000 by April 1, 2002
- - a further $240,000 by April 1, 2003
- - a further $450,000 by April 1, 2004
Consideration paid to date: $ 1,000
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4. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE
The Year 2000 Issue arises because many computerized systems
use two digits rather than four to identify a year. Date-
sensitive systems may recognize the year 2000 as 1900 or some
other date, resulting in errors when information using year
2000 dates is processed. In addition, similar problems may
arise in some systems which use certain dates in 1999 to
represent something other than a date. The effects of the
Year 2000 Issue may be experienced before, on, or after
January 1, 2000, and, if not addressed, the impact on
operations and financial reporting may range from minor errors
to significant systems failure which could affect an entity's
ability to conduct normal business operations. It is not
possible to be certain that all aspects of the Year 2000 Issue
affecting the entity, including those related to the efforts
of customers, suppliers, or other third parties, will be fully
resolved.
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Item 2. Management's Discussion and Analysis or Plan of
Operations
The Company is an exploration stage company engaged in the
acquisition, exploration and development of mineral properties.
The Company has an option (the "Option") to acquire an interest
in a property in the Santa Fe Mining District in Mineral County
in the State of Nevada (the "New York Canyon Property Property").
The Company acquired the Option pursuant to an agreement dated
March 31, 1999 between the Company, Kleinebar Resources Ltd.
("Kleinebar"), Bill Henderson and Kurt Schendel. The Company
intends to carry out exploration work on the New York Canyon
Property in order to ascertain whether the New York Canyon
Property possesses commercially exploitable quantities of gold.
There can be no assurance that a commercially exploitable mineral
deposit, or reserve, exists in the New York Canyon Property until
appropriate exploratory work is done and an economic evaluation
based on such work concludes economic feasibility.
Company's Plan of Operation
The Company has determined to proceed with phase one of a limited
exploration program on the New York Canyon Property, as
recommended by a geological report obtained by the Company. The
Company has raised sufficient funds from recent sales of its
securities, as set forth in Item 4 of Part II of the Company's
Form 10-SB Registration Statement, to proceed with this limited
exploration program. The Company will assess whether to proceed
with further exploration programs upon completion of the limited
exploration program and an evaluation of the results of the
limited exploration program.
The Company had cash on hand in the amount of $34,647 as of
October 31, 1999. The Company believes that these cash reserves
are sufficient to enable the Company to complete phase one of the
exploration program. The Company believes that its cash reserves
are also sufficient to meet its obligations for the next twelve
month period to C.H.M. Consulting Inc. under the Company's
management agreement with C.H.M. Consulting Inc. and to pay for
the legal and accounting expense of complying with its
obligations as a reporting issuer under the Securities Exchange
Act of 1934, in addition to the cost of completing phase one of
the exploration program.
The Company incurred operating expenses in the amount of $16,958
for the six months ending October 31, 1999. These operating
expenses included an amount of $4,500 paid to C.H.M. Consulting
Inc., a company controlled by Mr. J. Stephen Barley, a director
and President of the Company. These operating expenses also
included $11,256 in professional fees which were primarily
attributable the preparation and filing of the Company's Form 10-
SB registration statement with the Securities and Exchange
Commission.
The Company will require additional funding in the event that the
Company determines to proceed with further exploration upon
reviewing the results of phase one of the exploration program.
The Company anticipates that the cost of any additional
exploration program is in excess of the projected cash reserves
of the Company upon completion of phase one of the exploration
program. The Company anticipates that additional funding will be
in the form of equity financing from the sale of the Company's
common stock. There is no assurance that the Company will be
able to achieve additional sales of its common stock sufficient
to fund additional phases of the exploration program. The
Company believes that debt financing will
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not be an alternative for funding an additional exploration program.
The Company does not have any arrangements in place for future equity
financing of the Company.
If the Company does not secure additional financing, the Company
will not be able to complete any additional exploration programs
or complete the required payments to Kleinebar or the required
exploration expenditures under the Option. The Company will be
required to abandon the Option in the event that the Company is
unable to achieve sufficient financing as required to complete
the exploration expenditures on the New York Canyon Property or
complete the required payments to Kleinebar. The Company will
consider bringing in a joint venture partner for the New York
Canyon Property if the Company is unable to achieve sufficient
funding by itself to proceed with the required exploration
expenditures and the Company does not want to abandon the New
York Canyon Property. The Company will pursue acquiring
interests in alternate mineral properties in the event of
termination of the Option due to a failure to incur the required
exploration expenditures.
The Company has not purchased or sold any plant or significant
equipment and does not expect to do so in the foreseeable future.
The Company currently has no employees, other than its sole
officer, Mr. J. Stephen Barley, a director and President,
Secretary and Treasurer of the Company, and does not expect to
hire any employees in the foreseeable future. The Company
conducts its business through agreements with consultants and
arms-length third parties.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
From time to time, the Company will make written and oral
forward-looking statements about matters that involve risk and
uncertainties that could cause actual results to differ
materially from projected results. Important factors that could
cause actual results to differ materially include, among others:
* Fluctuations in the market prices of copper
* General domestic and international economic and political
conditions
* Unexpected geological conditions or unfavourable results of
exploration
* Difficulties associated with managing complex operations in
remote areas
* Unanticipated milling and other processing problems
* The speculative nature of mineral exploration
* Environmental risks
* Changes in laws and government regulations, including those
relating to taxes and the environment
* The availability and timing of receipt of necessary
governmental permits and approval relating to operations,
expansion of operations, and financing of operations
* Fluctuations in interest rates and other adverse financial
market conditions
* Other unanticipated difficulties in obtaining necessary
financing
* The failure of equipment or processes to operate in accordance
with specifications or expectations
* Labor relations
* Accidents
* Unusual weather or operating conditions
* Force majeure events
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* Other risk factors described from time to time in the
Company's filings with the Securities and Exchange Commission.
Many of these factors are beyond the Company's ability to control
and predict. Investors are cautioned not to place undue reliance
on forward-looking statements. The Company disclaims any intent
or obligation to update its forward-looking statements, whether
as a result of receiving new information, the occurrence of
future events, or otherwise.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K.
(a) None
(b) Reports on Form 8-K--None
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SIGNATURES
In accordance with the requirements of the Securities and
Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned,
thereunto duly authorised.
COPPER VALLEY MINERALS LTD.
Date: December 13, 1999
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/s/ J. Stephen Barley
By: ---------------------------
J. STEPHEN BARLEY
Director, President & Chief Executive Officer
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