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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
COMMISSION FILE NUMBER 333-35322
CAMDEN MINING CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 88-0437644
(State of other jurisdiction (IRS Employer Identification
of incorporation or organization) Number)
1040 West Georgia
Suite 1160
Vancouver, British Columbia
Canada V6E 4H1
(Address of principal executive offices)
(604) 605-0885
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes [ x ] No [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of September 30, 2000: 5,451,850
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Board of Directors
Camden Mines Limited
Vancouver, BC
Canada
ACCOUNTANT'S REVIEW REPORT
We have reviewed the accompanying balance sheet of Camden Mines Limited
(an exploration stage enterprise) as of September 30, 2000, and the
related statements of operations, stockholders' equity (deficit), and
cash flows for the three months ended September 30, 2000, for the period
from September 14, 1999 (inception) to September 30, 1999, and for the
period from September 14, 1999 (inception) to September 30, 2000. All
information included in these financial statements is the representation
of the management of Camden Mines Limited.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical
procedures to financial data and making inquiries of persons responsible
for financial and accounting matters. It is substantially less in scope
than an audit in accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express
such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them
to be in conformity with generally accepted accounting principles.
The financial statements for the period from September 14, 1999
(inception) to June 30, 2000 were audited by us and we expressed an
unqualified opinion on it in our report dated August 7, 2000. We have
not performed any auditing procedures since that date.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2,
the Company has been in the exploration stage since its inception on
September 14, 1999. Realization of a major portion of the assets is
dependent upon the Company's ability to meet its future financing
requirements, and the success of future operations. These factors raise
substantial doubt about the Company's ability to continue as a going
concern. Management's plans regarding those matters also are described
in Note 2. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
/s/ Williams & Webster, P.S.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
November 8, 2000
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CAMDEN MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
BALANCE SHEETS
September 30, June 30,
2000 2000
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 54,279 $ 586
---------- ----------
Total Current Assets 54,279 586
---------- ----------
OTHER ASSETS
Deposits 411 411
Mining claims 54 54
---------- ----------
Total Other Assets 465 465
---------- ----------
TOTAL ASSETS $ 54,744 $ 1,051
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 15,573 $ 1,300
Accounts payable - related party 8,175 3,578
Advances from a related party 13,148 13,148
---------- ----------
Total Current Liabilities 36,896 18,026
---------- ----------
COMMITMENTS AND CONTINGENCIES - -
---------- ----------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, 100,000,000 shares
authorized, $0.00001 par value;
5,051,825 and 4,500,000
shares issued and outstanding,
respectively 51 45
Additional paid-in-capital 302,632 247,455
Deficit accumulated during
exploration stage (284,835) (264,475)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 17,848 (16,975)
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 54,744 $ 1,051
========== ==========
See accompanying notes and accountant's review report.
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CAMDEN MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
For the For the
Period From Period From
09/14/99 09/14/99
Three Months (Inception) (Inception)
Ended to to
09/30/00 09/30/99 09/30/00
(Unaudited) (Unaudited) (Unaudited)
REVENUES $ - $ - $ -
--------- ---------- ----------
EXPENSES
Consulting services
provided by directors - 245,462 245,462
Rent 1,209 - 2,030
General and administrative 4,636 - 7,476
Legal and accounting 13,073 - 27,086
Stock transfer agent 1,442 - 1,442
Mining exploration - - 1,339
--------- ---------- ----------
TOTAL EXPENSES 20,360 245,462 284,835
--------- ---------- ----------
LOSS FROM OPERATIONS (20,360) (245,462) (284,835)
INCOME TAXES - - -
--------- ---------- ----------
NET LOSS $ (20,360) $ (245,462) $ (284,835)
========= ========== ==========
NET LOSS PER COMMON SHARE,
BASIC AND DILUTED $ nil $ (0.12) $ (0.06)
========= ========== ==========
WEIGHTED AVERAGE NUMBER
OF COMMON STOCK SHARES
OUTSTANDING, BASIC AND
DILUTED 4,556,962 2,058,824 4,536,937
========= ========== ==========
See accompanying notes and accountant's review report.
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CAMDEN MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
Deficit
Accumulated Total
Common Stock Additional During Stockholders'
Number Paid-In Exploration Equity
of Shares Amount Capital Stage (Deficit)
Issuance of common stock
for services and in
payment of advances
for approximately
$0.055 per share 5,000,000 $ 50 $ 274,950 $ - $ 275,000
Cancellation of common
stock returned by
directors for services
and payment of advances
for approximately
$0.055 per share (2,000,000) (20) (109,980) - (110,000)
Issuance of common stock
for services and in
payment of advances for
approximately $0.055
per share 1,500,000 15 82,485 - 82,500
Loss for period ending,
June 30, 2000 - - - (264,475) (264,475)
---------- ----- ---------- ---------- ----------
Balance,
June 30, 2000 4,500,000 45 247,455 (264,475) (16,975)
Issuance of common
stock for $0.10
per share 551,825 6 55,177 - 55,183
Loss for the three
month period ending
September 30, 2000 - - - (20,360) (20,360)
---------- ----- ---------- ---------- ----------
Balance,
September 30, 2000
(Unaudited) 5,051,825 $ 51 $ 302,632 $ (284,835) $ 17,848
========== ===== ========== ========== ==========
See accompanying notes and accountant's review report.
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CAMDEN MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
For the For the
Period From Period From
Three Months 09/14/99 09/14/99
Ended (Inception) (Inception)
09/30/00 09/30/99 09/30/00
(Unaudited) (Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (20,360) $ (245,462) $ (284,835)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Payment of expenses from
issuance of stock - 245,462 245,462
Increase in deposits - - (411)
Increase in accounts payable 14,273 - 15,573
Increase in accounts
payable - related party 4,597 - 8,175
--------- ---------- ----------
Net cash (used) in
operating activities (1,490) - (16,036)
--------- ---------- ----------
CASH FLOWS FROM
INVESTING ACTIVITIES - - -
--------- ---------- ----------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from sale of
common stock 55,183 - 55,183
Proceeds from related
party advances - - 1,984
Proceeds from related
party loans - - 13,148
--------- ---------- ----------
Net cash provided by
financing activities 55,183 - 70,315
--------- ---------- ----------
Change in cash 53,693 - 54,279
Cash, beginning of period 586 - -
--------- ---------- ----------
Cash, end of period $ 54,279 $ - $ 54,279
========= ========== ==========
Supplemental disclosures:
Interest paid $ - $ - $ -
========= ========== ==========
Income taxes paid $ - $ - $ -
========= ========== ==========
NON-CASH TRANSACTIONS
Stock issued in payment of
consulting and other
expenses $ - $ 245,462 $ 245,462
Stock issued in payment of
advances $ - $ - $ 1,984
Stock issued in payment of
mining claims $ - $ - $ 54
See accompanying notes and accountant's review report.
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CAMDEN MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2000
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Camden Mines Limited (hereinafter "the Company") was incorporated on
September 14, 1999 under the laws of the State of Nevada for the purpose of
acquiring, exploring and developing mining properties. The Company
maintains offices in Las Vegas, Nevada and in Vancouver, British Columbia.
The Company's fiscal year end is June 30.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies is presented to assist in
understanding the financial statements. The financial statements and notes
are representations of the Company's management which is responsible for
their integrity and objectivity. These accounting policies conform to
generally accepted accounting principles and have been consistently applied
in the preparation of the financial statements.
Interim Financial Statements
The interim financial statements as of September 30, 2000 and for the three
months ended September 30, 2000, included herein, have been prepared for
the Company without audit. They reflect all adjustments, which are, in the
opinion of management, necessary to present fairly the results of
operations for these periods. All such adjustments are normal recurring
adjustments. The results of operations for the periods presented are not
necessarily indicative of the results to be expected for the full fiscal
year.
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting.
Use of Estimates
The process of preparing financial statements in conformity with generally
accepted accounting principles requires the use of estimates and
assumptions regarding certain types of assets, liabilities, revenues, and
expenses. Such estimates primarily relate to unsettled transactions and
events as of the date of the financial statements. Accordingly, upon
settlement, actual results may differ from estimated amounts.
Exploration Stage Activities
The Company has been in the exploration stage since its formation in
September 1999 and has not yet realized any revenues from its planned
operations. It is primarily engaged in the acquisition, exploration and
development of mining properties. Upon location of a commercial minable
reserve, the Company will actively prepare the site for extraction and
enter a development stage.
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CAMDEN MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2000
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Foreign Currency Valuation
Management has elected to value foreign currency transactions on the date
the transaction concludes. The conversion is calculated by multiplying the
foreign currency value by the exchange rate at the close of the nearest
trading day.
Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all
short-term debt securities purchased with a maturity of three months or
less to be cash equivalents.
Concentration of Risk
The Company maintains its cash accounts in primarily one commercial bank in
Vancouver, British Columbia, Canada. The Company's cash account is a
business checking account maintained in U.S. dollars, which totaled $54,279
as of September 30, 2000. This account is not insured.
Fair Value of Financial Instruments
The carrying amounts for cash, marketable securities, accounts receivable,
accounts payable, notes payable and accrued liabilities approximate their
fair value.
Derivative Instruments
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This standard establishes accounting
and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the balance sheet and measure those instruments at
fair value.
At September 30, 2000, the Company has not engaged in any transactions that
would be considered derivative instruments or hedging activities.
Impaired Asset Policy
In March 1995, the Financial Accounting Standards Board issued a statement
titled "Accounting for Impairment of Long-lived Assets." In complying with
this standard, the Company reviews its long-lived assets quarterly to
determine if any events or changes in circumstances have transpired which
indicate that the carrying value of its assets may not be recoverable. The
Company does not believe any adjustments are needed to the carrying value
of its assets at September 30, 2000.
Exploration Costs
In accordance with generally accepted accounting principles, the Company
expenses exploration costs as incurred.
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CAMDEN MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Compensated Absences
Currently, the Company has no employees; therefore, no policy regarding
compensated absences has been established. The Company will establish a
policy to recognize the costs of compensated absences at the point in time
that it has employees.
Provision for Taxes
At September 30, 2000, the Company had a net operating loss of
approximately $280,000 from inception. No provision for taxes or tax
benefit has been reported in the financial statements, as there is not a
measurable means of assessing future profits or losses.
Basic and Diluted Loss Per Share
Loss per share was computed by dividing the net loss by the weighted
average number of shares outstanding during the period. The weighted
average number of shares was calculated by taking the number of shares
outstanding and weighting them by the amount of time that they were
outstanding. Basic and diluted loss per share was the same, as there were
no common stock equivalents outstanding.
Going Concern
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.
As shown in the accompanying financial statements, the Company incurred a
net loss of $284,835 for the period of September 14, 1999 (inception) to
September 30, 2000 and had no sales. The future of the Company is dependent
upon its ability to obtain financing and upon future successful
explorations for and profitable operations from the development of mineral
properties. Management has plans to seek additional capital through a
private placement and public offering of its common stock. The financial
statements do not include any adjustments relating to the recoverability
and classification of recorded assets, or the amounts and classification of
liabilities that might be necessary in the event the Company cannot
continue in existence.
NOTE 3 - COMMON STOCK
On September 14, 1999 and January 20, 2000, a net total of 4,500,000 shares
of common stock were issued to officers and directors only. There was no
public offering of any securities. The aforementioned shares were issued
in payment of services valued at $245,462 and advances of $2,038. Total
advances include repayment for mining claim recording fees of $54 and other
expenses of $1,723. These shares were issued pursuant to exemption from
registration contained in Section 4 (2) of the Securities Act of 1933.
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CAMDEN MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2000
NOTE 3 - COMMON STOCK (continued)
In September 1999, the Company, through Mr. Hugh Grenfal, its president and
a member of the board of directors, acquired 100% of the rights, titles and
interests in eight mining claims in the Iron Wolf property, Nanaimo Mining
Division, Vancouver Island, British Columbia, Canada.
Payment of $54 was required to record the eight mining claims. These
amounts were paid by the shareholders and repaid by the Company in the form
of stock as denoted above. Although the claims are recorded in Mr.
Grenfal's name for tax purposes, title to the claims has been conveyed to
the Company via an unrecorded deed.
During the three months ended September 30, 2000, the Company sold 551,825
shares of its common stock at an offering price of ten cents per share.
These shares were sold pursuant to a public offering of the stock and are
considered free-trading on the public market.
NOTE 4 - LEASES
On March 31, 2000, the Company entered into a lease agreement with
Callinan Mines Limited for a period of approximately three years for $607
Canadian dollars per month. As of June 30, 2000, this is equivalent to
approximately $403 U.S. per month. The lease expires on June 29, 2003.
The minimum future lease payments as of June 30, 2000 for the remaining
life of the lease are:
Fiscal Year Ended June 30: Amount
2001 $ 3,627
2002 4,836
2003 4,836
--------
Total minimum lease payments $ 13,299
========
NOTE 5 - RELATED PARTIES
The Company occupies office space provided by Mr. Grenfal, its president,
in his capacity as vice president and director of Callinan Mines Limited.
On May 1, 2000, the Company entered into a lease agreement with Callinan
for a period of approximately three years. See Note 4.
Mr. Grenfal, Mr. Sergei Stetsenko and Mr. Yaroslav Grabovetsky, all
directors of the Company, have advanced monies to the Company to open a
checking account, and in payment of expenses. The funds advanced were
repaid as part of the original stock issuance transaction. See Note 3.
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CAMDEN MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2000
NOTE 5 - RELATED PARTIES (continued)
In addition, Mr. Grenfal, who has advanced $13,148 in payment of
incorporation, audit fees, attorney's fees, and other incidental expenses,
has agreed to receive reimbursement when the Company has the appropriate
cash flow for such reimbursement. The funds advanced are uncollateralized
and non-interest bearing.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
The Company is engaged in the exploration and development of mineral
properties. At present, there are no feasibility studies establishing
proven and probable reserves.
Although the minerals exploration and mining industries are inherently
speculative and subject to complex environmental regulations, the Company
is unaware of any pending litigation or of any specific past or prospective
matters which could impair the value of its mining claims.
NOTE 7 - SUBSEQUENT EVENTS
Subsequent to September 30, 2000, the Company issued an additional 518,600
shares of its common stock at a sales price of ten cents ($0.10) per share.
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ITEM 2. MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Financial Condition, Liquidity and Capital Resources
Since inception on September 14, 1999, the Company has been engaged in
exploration and acquisition of mineral properties. The Company's principal
capital resources have been acquired through issuance of common stock and
from shareholder loans.
At September 30, 2000, there was positive working capital of $17,383
compared to a working capital of $-0- at September 30, 1999. This change
is primarily the result of the Company's stock issuance proceeds of
$55,183, more than offsetting increasing accounts payable and payment of
related party loans.
At September 30, 2000, the Company's total assets of $54,744 consists
of mainly cash. This compares favorably with the Company's assets of
September 30, 1999 which was $-0-.
At September 30, 2000, the Company's total liabilities increased to
$36,896 from $-0- at September 30, 1999, primarily reflecting related party
loans and payables of $21,323 and a build-up of accounts payable in the
amount of $15,573 in mainly professional fees.
The Company has not had revenues form inception. Although there is
insufficient capital to fully explore and develop its mineral properties,
the Company expects to survive and exploit its resources primarily with
funding from sales of its securities and, as necessary, from shareholder
loans.
The Company has not long-term debt and does not regard long-term
borrowing as a good, prospective source of financing.
Results of Operations.
The Company posted loses of $20,360 for the three months ending
September 30, 2000. The principal component of the loss was professional
expenses.
Operating expenses for the three months ending September 30, 2000 were
$20,360, down approximately $244,000 from the short year ending June 30,
2000, primarily as a result of decreased executive compensation expenses,
which were $245,462 in the year ended June 30, 2000 and $-0- thereafter.
PART II.
ITEM 6. EXHIBITS
Exhibit No. Description
27 Financial Data Schedule
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized on this 13th day of November,
2000
CAMDEN MINING CORPORATION
(Registrant)
By: /s/ Hugh Grenfal
Hugh Grenfal, President Treasurer,
Principal Accounting Officer and a
member of the Board of Directors
