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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 2000
Commission file number 0-4846-3
-----------------------------------------
CONSIL CORP.
- -----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Idaho 82-0288840
- ------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6500 Mineral Drive
Coeur d'Alene, Idaho 83815-8788
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(Address of principal executive offices) (Zip Code)
208-769-4100
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(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,
and (2) has been subject to such filing requirements for at least
the past 90 days. Yes XX . No .
---- ---
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
Class Outstanding April 30, 2000
- -------------------------- ---------------------------
Common stock, no par value 9,449,707 shares
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CONSIL CORP.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2000
I N D E X *
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Page
----
PART I. - Financial Information
Item l - Consolidated Balance Sheets - March 31,
2000 and December 31, 1999 3
- Consolidated Statements of Operations -
Three Months Ended March 31, 2000 and 1999 4
- Consolidated Statements of Cash Flows -
Three Months Ended March 31, 2000 and 1999 5
- Notes to Consolidated Financial Statements 6
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II. - Other Information
Item 1 - Legal Proceedings 10
Item 6 - Exhibits and Reports on Form 8-K 10
* Items omitted are not applicable
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<TABLE>
PART I - FINANCIAL INFORMATION
CONSIL CORP.
Consolidated Balance Sheets (Unaudited)
(U.S. dollars)
<CAPTION>
March 31, December 31,
2000 1999
--------- ------------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 16,075 $ 11,209
Other receivables 270 148
Prepaid expenses - - 300
Income tax refund receivable 8,000 8,000
--------- ---------
Total current assets 24,345 19,657
--------- ---------
Total assets $ 24,345 $ 19,657
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses $ - - $ 3,175
Accounts payable - Hecla Mining Company 249,124 248,650
Accrued interest payable - Hecla Mining
Company 232,096 214,209
Note payable - Hecla Mining Company 725,000 711,000
--------- ---------
Total current liabilities 1,206,220 1,177,034
--------- ---------
Stockholders' deficit:
Preferred stock; $0.25 par value; authorized
10,000,000 shares; issued and
outstanding, none - - - -
Common stock; no par value; authorized
100,000,000 shares; issued
9,455,689 shares 2,111,675 2,111,675
Accumulated deficit (3,290,089) (3,265,591)
Less: Common stock reacquired at cost;
5,982 shares (3,461) (3,461)
---------- ---------
Total stockholders' deficit (1,181,875) (1,157,377)
---------- ----------
Total liabilities and stockholders'
deficit $ 24,345 $ 19,657
========== =========
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
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<TABLE>
PART I - FINANCIAL INFORMATION (Continued)
CONSIL CORP.
Consolidated Statements of Operations(Unaudited)
(U.S. dollars)
<CAPTION>
Three Months Ended
----------------------------
March 31, March 31,
2000 1999
------------ ------------
<S> <C> <C>
Revenue:
Interest $ - - $ 30
- - 30
Expenses:
Interest expense on note payable
to Hecla Mining company 17,887 16,367
General and administrative 6,317 7,377
Foreign exchange loss 294 796
------------ -----------
24,498 24,540
------------ -----------
Loss before income taxes (24,498) (24,510)
Income tax provision - - - -
------------ ------------
Net loss $ (24,498) $ (24,510)
============ ============
Basic and diluted loss per common
share $ nil $ nil
============ ============
Cash dividends per share $ - - $ - -
============ ============
Weighted average number of
common shares outstanding 9,449,707 9,449,707
============ ============
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
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<TABLE>
PART I - FINANCIAL INFORMATION (Continued)
CONSIL CORP.
Consolidated Statements of Cash Flows (Unaudited)
(U.S. dollars)
<CAPTION>
Three Months Ended
------------------------
March 31, March 31,
2000 1999
---------- ---------
<S> <C> <C>
Operating activities:
Net loss $ (24,498) $ (24,510)
Change in:
Accounts and other receivables 178 (371)
Accounts payable and accrued
liabilities (2,701) 792
Accrued interest payable on note to
Hecla Mining Company 17,887 16,367
---------- ----------
Net cash used by operating activities (9,134) (7,722)
---------- ----------
Financing activities:
Proceeds from note payable to
Hecla Mining Company 14,000 - -
---------- ----------
Net cash provided by financing
activities 14,000 - -
---------- ----------
Net increase (decrease) in cash
and cash equivalents 4,866 (7,722)
Cash and cash equivalents at
beginning of period 11,209 11,236
---------- ----------
Cash and cash equivalents at
end of period $ 16,075 $ 3,514
========== ==========
</TABLE>
The accompanying notes are an integral part of
the consolidated financial statements.
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PART I - FINANCIAL INFORMATION (Continued)
CONSIL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. The notes to the consolidated financial statements
as of December 31, 1999, as set forth in ConSil Corp.'s
(ConSil) 1999 Annual Report on Form 10-K, substantially
apply to these interim consolidated financial
statements and are not repeated here. All amounts are
in U.S. dollars unless otherwise indicated.
Note 2. The financial information given in the
accompanying unaudited interim financial statements
reflects all adjustments which are, in the opinion of
management, necessary to a fair statement of the
results for the interim periods reported. All such
adjustments are of a normal recurring nature. All
financial statements presented herein are unaudited.
However, the balance sheet as of December 31, 1999, was
derived from the audited consolidated balance sheet
described in Note 1 above.
Note 3. At March 31, 2000, ConSil had 9,449,707 common
shares outstanding of which Hecla Mining Company
(Hecla), the majority stockholder of ConSil, owned
7,418,300 shares or 78.503% of the outstanding shares.
The financial statements have been prepared
on a going concern basis which assumes realization of
assets and liquidation of liabilities in the normal
course of business. At March 31, 2000, ConSil had
negative working capital of $1,181,875 and a
stockholders' deficit of $1,181,875. Included in
current liabilities are a $725,000 note payable, and
the related accrued interest, due to Hecla which are
due upon demand by authorized representatives of Hecla,
but in no event later than March 31, 2001. If other
sources of funds are unavailable, Hecla has committed
to fund the reasonable minimum financial requirements
of ConSil through March 31, 2001.
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<PAGE> 7
PART I - FINANCIAL INFORMATION (Continued)
CONSIL CORP.
Note 4. On June 28, 1996, ConSil and Hecla entered into a
loan agreement whereby Hecla agreed to make available
to ConSil a loan not to exceed $500,000, due in its
entirety on or before December 31, 1996. This loan
agreement was subsequently amended on seven separate
occasions, increasing the amount available to borrow to
$725,000 and extending the repayment date to March 31,
2001. At March 31, 2000, there was $725,000
outstanding under the loan agreement with Hecla, having
an interest rate of 10.5%, and accrued interest due to
Hecla totaling $232,096.
Note 5. ConSil prepares its consolidated financial
statements in accordance with generally accepted
accounting principles (GAAP) as practiced in the United
States. ConSil also has regulatory reporting
requirements in Canada. There are no differences
between U.S. GAAP and Canadian GAAP with respect to
stockholders' deficit or net loss at March 31, 2000 or
1999 and the three months then ended.
Item 2. Management's Discussion and Analysis of Financial
-------------------------------------------------------
Condition and Results of Operations
-----------------------------------
Introduction
------------
Except for the historical information
contained herein, the matters discussed that are
forward-looking statements involve risks and
uncertainties, including the timely development of
future projects, the impact of metals prices, changing
market conditions and regulatory environment, and other
risks detailed from time to time in ConSil's Form 10-K
and Form 10-Qs filed with the United States Securities
and Exchange Commission. Actual results may differ
materially from those projected or implied. Forward-
looking statements included herein represent ConSil's
judgment as of the date of this filing. ConSil
disclaims, however, any intent or obligation to update
these forward-looking statements.
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PART I - FINANCIAL INFORMATION (Continued)
CONSIL CORP.
Following the sale of ConSil's Silver Summit
mine in 1995, ConSil was actively involved in
exploration and acquisition activities, primarily in
Mexico. ConSil was unsuccessful in its exploration and
acquisition activities, and since the fourth quarter of
1997, ConSil has been inactive.
Results of Operations
---------------------
ConSil reported a net loss of $24,498, or nil
per share, for the first quarter of 2000 compared to a
net loss of $24,510, or nil per share, in the first
quarter of 1999. The decrease in the net loss was due
to a decrease in general and administrative expense
partially offset by an increase in interest expense on
the note payable to Hecla (see Note 4 of Notes to
Consolidated Financial Statements).
Financial Condition and Liquidity
---------------------------------
At March 31, 2000, assets totaled $24,345 and
stockholders' deficit totaled $1,181,875. Cash and
cash equivalents increased by $4,866 to $16,075 at
March 31, 2000 from $11,209 at December 31, 1999. The
primary source of cash was from borrowings against the
note payable to Hecla of $14,000. This source of cash
was partly offset by general and administrative
expenditures.
Working capital decreased $24,498 during the
first quarter of 2000, from a negative $1,157,377 at
December 31, 1999 to a negative $1,181,875 at March 31,
2000. The decrease in working capital was the result
of funding operating losses consisting principally of
interest and general and administrative costs.
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<PAGE> 9
PART I - FINANCIAL INFORMATION (Continued)
CONSIL CORP.
ConSil's planned 2000 expenditures include
the necessary expenditures to maintain the current
inactive status of ConSil. ConSil intends to finance
planned expenditures through existing cash and cash
equivalents. Any further exploration projects,
potential acquisitions or even limited operations are
subject to ConSil being able to raise funds from
external sources.
The financial statements have been prepared
on a going concern basis which assumes realization of
assets and liquidation of liabilities in the normal
course of business. At March 31, 2000, ConSil had
negative working capital of $1,181,875 and a
stockholders' deficit of $1,181,875. Included in
current liabilities are the $725,000 note payable, and
the related accrued interest, due to Hecla which are
due upon demand by authorized representatives of Hecla,
but in no event later than March 31, 2001. If other
sources of funds are unavailable, Hecla has committed
to fund the reasonable minimum financial requirements
of ConSil through March 31, 2001.
Quantitative and Qualitative Disclosures about
-------------------------------------------------
Market Risk
-----------
At March 31, 2000, ConSil's note payable to
Hecla (refer to Note 4 of Notes to Consolidated
Financial Statements) was subject to changes in market
interest rates. However, due to the short-term nature
of the debt, ConSil's management does not believe it is
at material risk with respect to changes in market
interest rates.
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PART II - OTHER INFORMATION
CONSIL CORP.
Item 1. Legal Proceedings
-----------------
There are no pending legal proceedings.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
27 - Financial Data Schedule
(b) Reports on Form 8-K
None.
Items 2, 3, 4 and 5 of Part II are omitted from this report as
inapplicable.
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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.
CONSIL CORP.
--------------------------------
(Registrant)
Date: May 11, 2000 By:
------------------------------
Roger A. Kauffman
President and Director
Date: May 11, 2000 By:
------------------------------
David F. Wolfe
Treasurer(principal
accounting and
financial officer)
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<PAGE> 12
CONSIL CORP.
Form 10Q - Period Ending March 31, 2000
EXHIBIT LIST
Exhibit No. Description
----------- ------------------------
27 Financial Data Schedule
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<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 16,075
<SECURITIES> 0
<RECEIVABLES> 8,270
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 24,345
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 24,345
<CURRENT-LIABILITIES> 1,206,220
<BONDS> 0
0
0
<COMMON> 2,111,675
<OTHER-SE> (3,293,550)
<TOTAL-LIABILITY-AND-EQUITY> 24,345
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,611
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 17,887
<INCOME-PRETAX> (24,498)
<INCOME-TAX> 0
<INCOME-CONTINUING> (24,498)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (24,498)
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
