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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 July 31, 2000
[ ] 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
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(State or other jurisdiction of (IRS Employer
incorporation or organisation) Identification No.)
2060 Gisby Street
West Vancouver, British Columbia, Canada V7V 4N3
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: 604-926-4300
None
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(Former name, former address and former fiscal year,
if changed since last report)
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 September 1, 2000.
Transitional Small Business Disclosure Format (check one):
[ ] Yes [X] No
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PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying un-audited 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 three months ended July 31, 2000
are not necessarily indicative of the results that can be expected
for the year ending April 30, 2001.
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COPPER VALLEY MINERALS LTD.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
JULY 31, 2000
(Un-audited)
(Stated in U.S. Dollars)
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COPPER VALLEY MINERALS LTD.
(An Exploration Stage Company)
BALANCE SHEETS
(Un-audited)
(Stated in U.S. Dollars)
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JULY 31 APRIL 30
2000 2000
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ASSETS
Current
Cash $ 2,784 $ 8,963
Mineral Property (Note 3) 8,000 8,000
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$ 10,784 $ 16,963
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LIABILITIES
Current
Accounts payable $ 6,032 $ 2,602
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SHAREHOLDERS' EQUITY
Share Capital
Authorized:
100,000,000 Common shares,
par value $0.001 per share
Issued and outstanding:
2,033,000 Common shares 2,033 2,033
Additional paid in capital 52,217 52,217
Deficit Accumulated During
The Exploration Stage (49,498) (39,889)
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4,752 14,361
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$ 10,784 $ 16,963
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COPPER VALLEY MINERALS LTD.
(An Exploration Stage Company)
STATEMENTS OF LOSS AND DEFICIT
(Un-audited)
(Stated in U.S. Dollars)
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THREE MONTHS THREE MONTHS INCEPTION
ENDED ENDED JUNE 12, 1998
JULY 31, JULY 31, TO
2000 1999 JULY 31, 2000
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Expenses
Office administration
and sundry $ 4,131 $ 2,354 $ 16,203
Mineral property
exploration
expenditures - 946 4,775
Professional fees 5,478 3,313 27,395
Stock transfer fees - - 1,125
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Net Loss For The Period 9,609 6,613 $ 49,498
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Deficit Accumulated During
The Exploration Stage,
Beginning Of Period 39,889 5,421
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Deficit Accumulated During
The Exploration Stage,
End Of Period $ 49,498 $ 12,034
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Net Loss Per Share $ 0.01 $ 0.01
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Weighted Average Number
of Shares Outstanding 2,033,000 2,033,000
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COPPER VALLEY MINERALS LTD.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Un-audited)
(Stated in U.S. Dollars)
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THREE MONTHS THREE MONTHS INCEPTION
ENDED ENDED JUNE 12, 1998
JULY 31, JULY 31, TO
2000 1999 JULY 31, 2000
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Cash Flow From Operating
Activity
Net loss for the period $ (9,609) $ (6,613) $ (49,498)
Adjustments To Reconcile
Net Loss To Net Cash
Used By Operating
Activity
Change in accounts
payable 3,430 168 6,032
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(6,179) (6,445) (43,466)
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Cash Flow From Investing
Activity
Mineral property - - (8,000)
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Cash Flow From Financing
Activity
Share capital issued - - 54,250
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Increase (Decrease) In Cash (6,179) (6,445) 2,784
Cash, Beginning Of Period 8,963 48,961 -
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Cash, End Of Period $ 2,784 $ 42,516 $ 2,784
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COPPER VALLEY MINERALS LTD.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
JULY 31, 2000
(Un-audited)
(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 at $0.005 1,200,000 $1,200 $ 4,800 $ - $ 6,000
Shares issued for
cash at $0.05 800,000 800 39,200 - 40,000
Shares issued for
cash at $0.25 33,000 33 8,217 - 8,250
Net loss for the
period - - - (39,889) (39,889)
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Balance, July 31,
2000 2,033,000 2,033 52,217 (39,889) 14,361
Net loss for the
period - - - (9,609) (9,609)
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Balance, July 31,
2000 2,033,000 $ 2,033 $ 52,217 $(49,498) $ 4,752
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COPPER VALLEY MINERALS LTD.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2000
(Un-audited)
(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 that 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 Costs
The Company capitalizes the acquisition costs of 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 acquisition costs will be written off.
To date the Company has not established the commercial
feasibility of its mineral property, therefore all
exploration expenditures are being expensed.
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COPPER VALLEY MINERALS LTD.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2000
(Un-audited)
(Stated in U.S. Dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
b) Use of 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 for the reporting period. Actual results could
differ from these estimates.
c) Foreign Currency Translation
The Company's functional currency is the U.S. dollar.
Transactions in foreign currency are translated into U.S.
dollars as follows:
i) monetary items at the rate prevailing at the balance
sheet date;
ii) non-monetary items at the historical exchange rate;
iii) revenue and expense at the average rate in effect
during the applicable accounting period.
Gains or losses arising in translation are included in the
results of operations.
d) 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.
e) 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.
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COPPER VALLEY MINERALS LTD.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2000
(Un-audited)
(Stated in U.S. Dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
f) 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.
3. MINERAL PROPERTY
The Company has entered into an option agreement to acquire a
51% interest in 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 March 31, 1999 (paid)
- $7,000 on the first anniversary of the agreement (paid)
- $50,000 on the second anniversary of the agreement
- $75,000 on the third anniversary of the agreement
- $75,000 on the fourth anniversary of the agreement
- $100,000 on the fifth anniversary of the agreement
- $120,000 per year thereafter until the property is placed
into commercial production
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:
- 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 $ 8,000
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COPPER VALLEY MINERALS LTD.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2000
(Un-audited)
(Stated in U.S. Dollars)
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. Although the change in
date has occurred, it is not possible to conclude that all
aspects of the Year 2000 Issue that may affect the entity,
including those related to customers, suppliers, or other
third parties, have been fully resolved.
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Item 2. Management's Discussion and Analysis or Plan of Operations
Organization
Copper Valley Minerals Ltd. (the "Company") is a natural resource
company engaged in the acquisition, exploration and development
of mineral properties. The Company has an option to acquire an
interest in the properties described below under the heading "New
York Canyon Property". 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 copper and ancillary
precious minerals, including gold and silver. 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.
New York Canyon Property Option Agreement
The Company has acquired an option (the "Option") to acquire a
51% interest in certain mineral claims situated in the State of
Nevada (the "New York Canyon 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 (Kleinebar, Bill Henderson and Kurt
Schendel are referred to as the "Optionors"). To date, the
consideration paid by the Company to the Optionors for the grant
of the Option is $8,000 US.
The Company negotiated an amendment to the Option Agreement in
March 2000 which gave the Company a one year extension on the
dates required to meet the cash payments.
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.
Company's Plan of Operation
The Company has determined to proceed with a limited exploration
program on the New York Canyon Property, as recommended by a
geological report obtained by the Company. The budgeted cost of
this limited exploration program is $5,170. The Company had cash
on hand in the amount of $2,784 as of July 31, 2000.
Accordingly, the Company presently does not have sufficient cash
reserves in order to pursue the limited exploration program.
Results Of Operations
The Company did not earn any revenues during the three months
ended July 31, 2000. The Company does not anticipate earning
revenues until such time as the Company enters into commercial
production of the Company's mineral properties. The Company is
presently in the exploration stage of its development and there
is no assurance that the Company will discover commercially
exploitable levels of mineral resources on its properties, or if
such resources are discovered, that the Company will enter into
commercial production of its mineral properties.
The Company incurred operating expenses in the amount of $9,609
for the three months ended July 31, 2000, compared to operating
expenses in the amount of $6,613 for the three months ended July
31, 1999. These operating expenses included an amount of $2,250
paid pursuant to the Company's management agreement with C.H.M.
Consulting Inc., a company controlled
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by Mr. J. Stephen Barley, a director and President of the Company.
These operating expenses also included $5,478 in professional fees
that were primarily attributable the Company's ongoing obligations
as a reporting issuer under the Securities Exchange Act of 1934.
The Company did not incur any mineral property exploration
expenditures during the three months ended July 31, 2000, compared
with mineral property exploration expenditures in the amount of $946
for the three months ended July 31, 1999.
The Company incurred a loss of $9,609 for the three months ended
July 31, 2000, compared to a loss of $6,613 for the three months
ended July 31, 1999. The increased loss was primarily
reflective of increased professional fees.
Liquidity And Capital Resources
The Company had cash of $2,784 as of July 31, 2000 and a working
capital deficit of $3,248 as of July 31, 2000.
The Company requires additional funding in order to continue its
business operations. The Company presently does not have
sufficient cash reserves in order to pursue the limited
exploration program that it has planned to complete. The
Company's current cash reserves are also insufficient to enable
the Company to pay for the legal and accounting expense of
complying with the Company's obligations as a reporting issuer
under the Securities Exchange Act of 1934 or to meet its
obligations under the Company's management agreement with C.H.M.
Consulting Inc. The Company anticipates that it will require
funds of approximately $25,000 over the next twelve months to
fund the limited exploration program, its legal and accounting
expenses and its obligations to C.H.M. Consulting Inc.
The Company anticipates that any additional funding will be in
the form of equity financing from the sale of the Company's
common stock. The Company does not have any arrangements in
place for future equity financing of the Company and there is no
assurance that the Company will be able to achieve additional
sales of its common stock. The Company believes that debt
financing will not be an alternative for funding its mineral
exploration business.
If the Company is successful in raising financing for the 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.
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.
If the Company is not successful in arranging for financing, the
Company will assess whether to acquire a new business that would
enable the Company to raise funds in order to continue its
business operations. The Company has not entered into any
negotiations for the acquisition for
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any new businesses or assets. There is no assurance that the
Company would be able to enter into any agreement for the acquisition
of any new business or assets due to the Company's lack of cash reserves
and negative working capital position.
The Company has not purchased or sold any plant or significant
equipment and does not expect to do so in the foreseeable future.
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
* 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: September 7, 2000
By: /s/ J. Stephen Barley
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J. STEPHEN BARLEY
Director, President & Chief Executive Officer
