UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q SB
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended November 30,1999
Commission File Number 0-30368
American Precious Metals, Inc.
Delaware 22-3489463
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
260 Garibaldi Avenue, Lodi, New Jersey 07644
------------------------------------------------------------
(Address of principal executive offices)
(973) 335-4400
(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 proceeding 12 months 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 the close of the period covered by this report:
8,420,544 shares of Common Stock, $.00001 par value.
<PAGE>
AMERICAN PRECIOUS METALS, INC.
(A Development Stage Company)
Form 10-Q SB Index
November 30,1999
PART I
Page
Number
Item 1. Financial Statements (Unaudited):
Balance Sheet at November 30, 1999-------------------------------- 3
Statements of Operations and Accumulated Deficit for the quarter
ended November 30,1999 and the year ended May 31, 1999 ----------- 4
Statements of Cash Flows for the quarter
ended November 30,1999 and the year ended May 31, 1999 ----------- 5
Notes to Financial Statements ------------------------------------ 6
Item 2. Management's Discussion and Analysis or Plan of Operations ------- 7
PART II
Item 1. Legal Proceedings ------------------------------------------------ 9
Item 2. Changes in Securities -------------------------------------------- 9
Item 3. Defaults Upon Senior Securities ---------------------------------- 9
Item 4. Submission of Matters to a Vote of Security Holders -------------- 9
Item 5. Other Information------------------------------------------------- 9
Item 6. Exhibits and Reports on Form 8-K---------------------------------- 9
Signatures------------------------------------------------------------------ 10
2
<PAGE>
AMERICAN PRECIOUS METALS, INC.
(a development stage company)
BALANCE SHEET
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
November 30,1999 May 31, 1999
---------------- ------------
<S> <C> <C>
CASH $ 172 $ 5,604
PROPERTY & EQUIPMENT
Equipment 11,567 11,567
Less Depreciation (568) (378)
--------------- ------------
11,094 11,189
OTHER ASSETS
Security deposit 675 675
--------------- ------------
675 675
--------------- ------------
TOTAL ASSETS $ 11,846 $ 17,468
=============== ============
LIABILITIES AND
STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable $ 12,760 $ 12,291
Due to related parties 31,976 23,976
--------------- ------------
TOTAL CURRENT LIABILITIES 44,736 36,267
STOCKHOLDERS' DEFICIENCY
Common stock (50,000,000 shares authorized
6,922,159 and 6,922,159 issued, par 6,923 6,923
value .001, respectfully
1,493,385 and 1,493,385 issued, par
value .00001, respectfully) 14 14
--------------- ------------
6,937 6,937
Paid in capital 336,750 336,750
Accumulated (deficit) (376,577) (362,486)
--------------- ------------
TOTAL STOCKHOLDERS' (DEFICIENCY) (32,890) (18,799)
--------------- ------------
TOTAL LIABILITIES &
STOCKHOLDERS' DEFICIENCY $ 11,846 $ 17,468
=============== ============
</TABLE>
See notes to financial statements
3
<PAGE>
AMERICAN PRECIOUS METALS, INC.
(a development stage company)
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
(UNAUDITED)
Cumulative Three Months
From Ended
Inception November 30,1999
----------- ----------------
REVENUE $ 0 $ 0
EXPENSES
GENERAL AND ADMINISTRATIVE EXPENSES 376,577 3,948
----------- ---------------
NET LOSS (376,577) (3,948)
----------- ---------------
ACCUMULATED DEFICIT - BEGINNING $ 0 $ (372,629)
----------- ---------------
ACCUMULATED DEFICIT - ENDING $ (376,577) $ (376,577)
=========== ===============
LOSS PER SHARE ($0.0447) ($0.0007)
=========== ===============
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING DURING THE PERIOD 8,415,544 8,420,544
----------- ---------------
See notes to financial statements
4
<PAGE>
AMERICAN PRECIOUS METALS, INC.
(a development stage company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Cumulative Three Months
From Ended
Inception November 30,1999
---------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income/(Loss) $(376,577) $ (3,947)
Adjustments to reconcile net income to net
cash provided by operating activities
Increase/(decrease) in cash:
Depreciation 568 95
Deposits (675) 0
Accounts payable 13,903 (676)
---------- ---------------
Net cash provided by operating activities (362,780) (4,528)
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of Stock 343,687 0
Sale /(purch):fixed assets (11,567)
---------- ---------------
Net cash used by investing activities 332,120 0
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in loans payable 31,976 4,700
---------- ---------------
Net cash provided by financing activities 31,976 4,700
---------- ---------------
Net increase/(decrease) in cash and cash equivalent 0 172
Cash - beginning of year 0 0
---------- ---------------
Cash - end of year $ 0 $ 172
========== ===============
</TABLE>
See notes to financial statements
5
<PAGE>
AMERICAN PRECIOUS METALS, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
November 30,1999
(UNAUDITED)
NOTE 1. REGARDING FINANCIAL STATEMENTS:
- -----------------------------------------
The financial information herein submitted is unaudited. However, in the
opinion of management, such information reflects all adjustments (consisting
only of normal occurring accruals) necessary for a fair statement of the results
of operations for the periods being presented. Additionally, it should be noted
that the accompanying condensed financial statements do not purport to be a
complete disclosure in conformity with generally accepted accounting principles.
These condensed statements should be read in conjunction with the Company's
financial statements and 10K report for the fiscal year ended May 31, 1999.
NOTE 2. DUE FROM/TO RELATED PARTIES:
- --------------------------------------
Receivables and Payables have been generated by transactions with related
parties, which are detailed as follows:
November 30,1999
---------------
Due to (from) Related Parties:
Corporate Officers and Directors $31,976
---------------
$31,976
---------------
NOTE 3. CAPITAL STOCK:
- ------------------------
During the three months ended November 30,1999 the Company issued 5,000
shares of common stock, par value $.00001 per share. Money was received &
deposited 7/1/98. Share were issued in the quarter ending 11/30/99.
NOTE 4. OTHER MATTER
- ----------------------
The financial statements show a loss of ($3,947) for the three months ended
November 30,1999 with accumulated (deficits) of ($376,577) as of that date.
6
<PAGE>
Item 2.
Management's Discussion and Analysis or Plan of Operations
The Company is considered to be in the development stage as defined in the
Statement of Financial Accounting Standards ("FASB") No.7. Management believes
it will be able to satisfy its cash requirements through debt financing and
sales of equity through private placements during the next twelve months.
However, there can be no assurance that the Company will be able to raise the
financing required. The Company intends to assist other mining companies in
development, process and/or operate junior mining companies through majority
owned subsidiaries or investment in other mining companies through venture
capital arrangements. If successful in acquisition program, the employees would
increase in proportion to the company's acquired. At the present time the
Company has not submitted any proposals for potential acquisition.
In the next twelve months, the Company plans to seek out business
opportunity candidates. To date, the Company has introduced Birch Mountain
Resources to several analytical labs and processes and a Finders Fee Agreement
has been signed. The Board of Directors of Birch Mountain Resources have
approved an agreement dated the 25th day of June, 1999 with American Precious
Metals, Inc. American Precious Metals, Inc. will receive 500,000 shares of Birch
Mountain Resources common stock as a finder's fee. 70% of the fee (350,000
common shares) shall be issued to American Precious Metals, Inc. in
consideration of introductions to third parties who have materially advanced the
research and development of any assay procedure. 30% of the fee (150,000 common
shares) shall be issued to American Precious Metals, Inc. upon a proprietary
assay procedure on Birch Mountain Athabasca Project. The total value will be
approximately $187,500. To date the Company has not received the shares from
Birch Mountain. The Company plans to introduce other mining companies and the
Company believes that this plan of operations can be conducted through the
efforts of a current officer and will not require any additional funds. The
Company anticipates that the business opportunities will be available through
the contacts of Jack Wagenti, the Company's President. The Company anticipates
that the investigation of specific mining opportunities and the negotiation,
drafting and execution of relevant agreements, and other instruments will be
done by Jack Wagenti or under his direction. The Company plans to investigate,
to the extent believed reasonable by us, such potential mining opportunities.
Due to our limited experience and resources in business analysis, the Company
may not discover or adequately evaluate adverse facts about a potential mining
opportunity.
Inasmuch as the Company will have no funds available to us in our search
for mining opportunities, the Company will not be able to expend significant
funds on a complete and exhaustive investigation of potential mining
opportunities. The Company anticipates that it will incur nominal expenses in
the implementation of our business plan described herein. Because the Company
has no capital with which to pay these expenses, our present management, which
consists of Jack Wagenti, President, and Dr. Emanuel Ploumis Chairman of the
Board, CEO, the Company's CEO and President intend to pay all expenses with
personal funds as loans to the Company.
The Company's management has no future obligation to provide the Company
with future loans or contributions. The failure of our management to provide
loans or contributions in the future could prevent the Company's plan to seek
out business opportunities.
REVENUES
Three Months ended November 30,1999, the Registrant's revenues were $ -0-.
7
<PAGE>
RENT AND ADMINISTRATION
As of February 1, 1999, the Company does not own or lease any real or
personal property. The Company currently operates without charge out of space
donated by the Company's President, Jack Wagenti, at 260 Garibaldi Avenue, Lodi,
NJ 07644, his home. No rent is charged to the Company and no formal lease
exists.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses for the quarter ended November 30,1999,
amounted to $14,090. Expenses for the year ended May 31, 1999 totaled $74,372.
Cumulative expenses since inception totaled $376,577.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash position was $ 172 as of November 30,1999, as compared
with a $5,604 balance as of year end May 31, 1999.
The net cash provided during the six months ended November 30, 1999,
consisted of the year end balance of May 31, 1999, $5,603 and loans from the
President Jack Wagenti of $8,000. These proceeds funded operating activities
during the six months.
During the next twelve months, American Precious Metals, Inc. plans to
satisfy its cash requirements through additional debt and/or equity financing.
There can be no assurance that the Company will be successful in raising the
additional financing.
As of the date of the filing of this report, there were no commitments for
material capital expenditures.
8
<PAGE>
PART II
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities.
5,000 common shares par value $0.00001, money was received & deposited on
7/1/98. Shares were issued in the quarter ending 11/30/99.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
The Board of Directors of Birch Mountain Resources have approved an
agreement dated the 25th day of June, 1999 with American Precious Metals, Inc.
American Precious Metals, Inc. will receive 500,000 shares of Birch Mountain
Resources common stock as a finder's fee. 70% of the fee (350,000 common shares)
shall be issued to American Precious Metals, Inc. in consideration of
introductions to third parties who have materially advanced the research and
development of any assay procedure. 30% of the fee (150,000 common shares) shall
be issued to American Precious Metals, Inc. upon a proprietary assay procedure
on Birch Mountain Athabasca Project. The total value will be approximately
$187,500. To date the shares have not been received from Birch Mountain.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following exhibits marked with a footnote reference were filed with a
registration statement, which will automatically become effective on January 8,
2000 under the Securities Act of 1933, as amended (the "Securities Act"), and
are incorporated herein by this reference. If no footnote reference is made, the
exhibit is filed with this Report.
Number Exhibit
3.1 Certificate of Incorporation of Company filed with the Secretary
of State of Delaware on January 13, 1998. (1)
3.2 Copy of the by-laws of the Company. (1)
3.3 Specimen Stock Certificate. (1)
10.1 Copy of Agreement with Birch Mountain Resources. (2)
27 Financial Data Schedule.
- -------------------------------------
(1) Filed as an Exhibit to the Company's Form 10SB filed November 8, 1999
and incorporated herein by this reference.
(2) Filed as an Exhibit to the Company's Form 10QSB filed December 30, 1999
and incorporated herein by this reference.
(b) Reports on Form 8-K
None
9
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: February 23, 2000
AMERICAN PRECIOUS METALS, INC.
By:/s/ Jack Wagenti
- --------------------
Jack Wagenti
President
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<CIK> 0000005656
<NAME> American Precious Metals, Inc.
<MULTIPLIER> 1
<CURRENCY> US Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-1999
<PERIOD-START> SEP-01-1999
<PERIOD-END> NOV-30-1999
<EXCHANGE-RATE> 1
<CASH> 172
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 675
<PP&E> 11,567
<DEPRECIATION> (568)
<TOTAL-ASSETS> 11,846
<CURRENT-LIABILITIES> 444,736
<BONDS> 0
0
0
<COMMON> 6937
<OTHER-SE> (32,890)
<TOTAL-LIABILITY-AND-EQUITY> 11,846
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 3,948
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,948)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,948)
<EPS-BASIC> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
