UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended November 30,2000
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)
Securities registered under Section 12 (b) of the Act:
Title of each class Name of exchange on which
to be registered each class is to be registered
None None
Securities registered under Section 12(g) of the Act:
Common Stock
(Title of Class)
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.
(1) Yes: [X] No: [ ]
(2) 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:
9,020,544 shares of Common Stock, $.00001 par value.
Transitional Small Business Issuer Format (Check One):
Yes: No: X
<PAGE>
AMERICAN PRECIOUS METALS, INC.
(A Development Stage Company)
Form 10-QSB Index
November 30, 2000
PART I -FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page
Number
<S> <C>
Item 1. Financial Statements (Unaudited):
Balance Sheet at November 30, 2000---------------------------------------- 3
Statements of Operations and Accumulated Deficit for the six months
ended November 30, 2000 and the six months ended November 30, 1999-------- 4
Statements of Operations and Accumulated Deficit for the three months
ended November 30, 2000 and the three months ended November 30, 1999------ 5
Statements of Cash Flows for the six months
ended November 30, 2000 and Cumulative from Inception -------------------- 6
Notes to Financial Statements -------------------------------------------- 7
Item 2. Management's Discussion and Analysis or Plan of Operations --------------- 8
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-------------------------------------------------------------------------- 11
</TABLE>
2
<PAGE>
Item 1. Financial Statements
AMERICAN PRECIOUS METALS, INC.
(a development stage company)
BALANCE SHEET
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
November 30,2000 May 31, 2000
---------------- ------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 6,577 $ 63
Prepaid Expenses 150 100
Notes Receivable 10,000 0
----------------- -------------
Total Current Assets 16,727 163
----------------- -------------
PROPERTY & EQUIPMENT
Machinery & Equipment 11,567 11,567
Less Depreciation (3,070) (1,913)
--------------- -------------
Total Property & Equipment 8,497 9,654
---------------- -------------
OTHER ASSETS
Investment - Long Term 227,924 0
---------------- -------------
Total Other Assets 227,924 0
---------------- -------------
TOTAL ASSETS $ 253,148 $ 9,817
================ =============
LIABILITIES AND
STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable $ 2,500 $ 10,077
Loan payable 37,164 37,876
Deposit Payable 10,000 10,000
Federal & State tax payable 0 200
--------------- -------------
TOTAL Current Liabilities 49,664 58,153
--------------- -------------
STOCKHOLDERS' DEFICIENCY
Common stock (50,000,000 shares authorized
6,927,159 and 6,927,159 issued, par 6,928 6,928
value .001, respectfully
2,093,385 and 1,493,385 issued, par
value .00001, respectfully) 20 14
--------------- ------------
6,948 6,942
Paid in capital 374,239 336,745
Unrealized gain/(loss) on investments 227,924 0
Accumulated (deficit) (405,627) (392,023)
--------------- ------------
TOTAL STOCKHOLDERS' (DEFICIENCY) 203,484 (48,336)
--------------- ------------
TOTAL LIABILITIES &
STOCKHOLDERS' DEFICIENCY $ 253,148 $ 9,817
=============== ============
</TABLE>
See notes to financial statements
3
<PAGE>
AMERICAN PRECIOUS METALS, INC.
(a development stage company)
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
(UNAUDITED)
<TABLE>
<CAPTION>
Cumulative Three Months Three Months
From Ended Ended
Inception November 30,2000 November 30,1999
----------- ---------------- ----------------
<S> <C> <C> <C>
REVENUE $ 0 $ 0 $ 0
EXPENSES
GENERAL AND ADMINISTRATIVE EXPENSES 405,627 9,069 3,948
----------- ---------------- ----------------
NET LOSS (405,627) (9,069) (3,948)
----------- ---------------- ----------------
ACCUMULATED DEFICIT - BEGINNING $ 0 $ (396,558) $ (372,629)
----------- ---------------- ----------------
ACCUMULATED DEFICIT - ENDING $ (405,627) $ (405,627) $ (376,577)
=========== ================ ================
LOSS PER SHARE ($0.0450) ($0.0010) ($0.0005)
=========== ================ ================
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING DURING THE PERIOD 9,020,544 8,820,544 8,420,544
----------- ---------------- ----------------
</TABLE>
See notes to financial statements
4
<PAGE>
AMERICAN PRECIOUS METALS, INC.
(a development stage company)
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
(UNAUDITED)
<TABLE>
<CAPTION>
Cumulative Six Months Six Months
From Ended Ended
Inception November 30,2000 November 30, 1999
----------- ---------------- -----------------
<S> <C> <C> <C>
REVENUE $ 0 $ 0 $ 0
EXPENSES
GENERAL AND ADMINISTRATIVE EXPENSES 405,627 13,604 14,090
----------- ---------------- -----------------
NET LOSS (405,627) (13,604) (14,090)
----------- ---------------- -----------------
ACCUMULATED DEFICIT - BEGINNING $ 0 $ (392,023) $ (362,487)
----------- ---------------- -----------------
ACCUMULATED DEFICIT - ENDING $ (405,627) $ (405,627) $ (376,577)
=========== ================ =================
LOSS PER SHARE ($0.0450) ($0.0016) ($0.0017)
=========== ================ =================
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING DURING THE PERIOD 9,020,544 8,620,544 8,420,544
----------- ---------------- -----------------
</TABLE>
See notes to financial statements
5
<PAGE>
AMERICAN PRECIOUS METALS, INC.
(a development stage company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Cumulative Six Months
From Ended
Inception November 30,2000
---------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income/(Loss) $(405,627) $ (13,604)
Adjustments to reconcile net income to net
cash provided by operating activities
Increase/(decrease) in cash:
Depreciation 3,070 1,157
Notes Receivable (10,000) (10,000)
Deposits Payable 10,000 0
Accounts Payable 2,500 ( 7,577)
Prepaid Expenses (150) ( 50)
Federal and State Taxes Payable 0 ( 200)
---------- ----------------
Net cash provided by operating activities (400,207) (30,274)
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of Stock 381,187 37,500
Sale /(purch):fixed assets (11,567) 0
---------- ----------------
Net cash used by investing activities 369,620 37,500
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in loans payable 37,164 (712)
---------- ----------------
Net cash provided by financing activities 37,164 36,788
---------- ----------------
Net increase/(decrease) in cash and cash equivalent 6,577 6,514
Cash - beginning of year 0 63
---------- ----------------
Cash - end of year $ 6,577 $ 6,577
========== ================
</TABLE>
See notes to financial statements
6
<PAGE>
AMERICAN PRECIOUS METALS, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
November 30,2000
(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 Form 10-KSB for the fiscal year ended May 31, 2000.
NOTE 2. DUE FROM/TO RELATED PARTIES:
--------------------------------------
Receivables and Payables have been generated by transactions with related
parties, which are detailed as follows:
November 30,2000
----------------
Due to (from) Related Parties:
Corporate Officers and Directors $37,164
----------------
$37,164
----------------
NOTE 3. CAPITAL STOCK:
------------------------
During the three months ended November 30,2000 the Company issued 600,000
units at $0.0625. A unit consist one share of common stock and one half of a
common stock purchase warrant.
The terms of the Stock Warrants are generally described as follows:
(i) each full Stock Warrant shall enable the holder to purchase one share
of common stock of the Company for the exercise price per share
during the exercise period, provided that no fractional share exercise
is permissible.
(ii) the exercise price for each full share of common stock is $1.00.
(iii) the exercise period will commence on date issued and will terminate
one (1) year from such date.
The shares were issued to accredited investors in the quarter ending
11/30/00 and gave the Company $37,500 in working capital.
NOTE 4. INVESTMENTS
At November 30, 2000 the Company wrote up to fair market value, certain
equity security investments. The write up amounted to $227,924 and was due to an
increase in the fair market value of the equity security. The equity security
was valued a $0 when received due to the suspension from trading. The write up
was credited to retained earnings in accordance with SFAS 115 - "Accounting for
Certain Investments in Debt and Equity Securities", in the accompanying balance
sheet Securities consisted of the following:
Non-Current Asset Cost Fair Market Value
-------------------------------------------------------------------------------
Common Stock $0 $227,924
NOTE 5. OTHER MATTERS
The financial statements show a loss of $13,604 for the six months ended
November 30, 2000 with accumulated (deficits) of $405,627 as of that date.
7
<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. To date, the Company's operations have been limited to
providing certain consulting services to mining companies. These services
include, the review and introduction of assay processes, and the introduction of
technical personnel and sources of investment capital. In June 1999, the Company
entered into a finder's fee agreement with Birch Mountain Resources Ltd., a
company publicly traded on the Canadian Venture Exchange. The Company introduced
technical consultants to Birch Mountain that advanced certain mining assay
procedures employed by Birch Mountain. Pursuant to the finder's fee agreement,
the Company is entitled to receive 500,000 shares of common stock of Birch
Mountain, of which the Company has received 350,000 shares. The remaining
150,000 shares will be issued to Company upon Birch Mountain developing a
proprietary assay procedure that meets certain pre-determined standards. No
assurances can be given that the remaining 150,000 shares of common stock of
Birch Mountain will be issued to the Company. The Company intends to provide
similar services to other mining companies in the future, although it has no
present arrangement with any other mining company.
During the second fiscal quarter of 2000, the Company made inquiry into a
business opportunity unrelated to the mining industry. In this regard, on
November 2, 2000, the Company entered into an Intent to Share Exchange with TLM
Industries, Inc. (see "Part II OTHER INFORMATION Item 5 Other Information"
herein below).
REVENUES
Revenues for the three and six months ended November 30, 2000 and three and
six month periods ended November 30, 1999 were $0.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses for three month and six month period
ended November 30,2000, amounted to $9,069 and $13,604, respectively, compared
with $3,948 and $14,090 for the comparable period in 1999. Expenses for the year
ended May 31, 2000 totaled $29,537. Cumulative expenses since inception totaled
$405,627.
LIQUIDITY AND CAPITAL RESOURCES
As of November 30, 2000, the Company's cash position was $6,577.
Since its inception, the Company's operations have been funded principally
through the private placement of its common stock and from loans from the
Company's president and chairman. During fiscal year 1998 and continuing through
fiscal year 2000, the Company's capital requirements have been insignificant due
to its relatively limited operations. During the six months ended November 30,
2000, operations were funded principally through available cash.
In connection with the acquisition of TLM, the Company is required to
provide approximately $150,000 in capital for TLM's operations. The Company
plans to satisfy these requirements though the private placement of its common
stock, or through debt financing. No assurances can be given that the Company
will be successful in its financing endeavors. To date, the Company has provided
$3O,000 of the $150,000 to TLM.
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.
8
<PAGE>
PART II
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.
On November 2, 2000, the Company signed an Intent of Share Exchange
("Letter of Intent") with TLM Industries, Inc. ("TLM"). TLM through its wholly
owned subsidiary, GetToner.com, Inc., sells disposable imaging products such as
laser toner, inkjet, and fax ribbon cartridges for computer printers, fax
machines and copiers. The Letter of Intent provides for the acquisition by the
Company of all of the issued and outstanding capital stock of TLM in exchange
for 2,000,000 shares of common stock of the Company issuable upon certain
conditions. The Letter of Intent is subject to certain other conditions
contained therein. Following the execution of the Letter of Intent, the parties
have continued the negotiation of material terms of the transaction. The parties
have negotiated to increase in the number of shares to be issued to the TLM
shareholders from 2,000,000 to 3,225,000 shares of common stock of the Company.
In addition, the shares are to be issued upon completion of the transaction and
such issuance is not subject to any other conditions. All of the negotiations
between the parties are subject to the execution of a definitive agreement.
Although the parties are using their best efforts to enter into a definitive
agreement, no assurances can be given that an agreement will be entered into by
the parties. In addition, pursuant to the Letter of Intent, the Company is
required to provide approximately $150,000 in capital for TLM's operations on or
before closing. The Company plans to satisfy these requirements though the
private placement of its common stock, or through debt financing. No assurances
can be given that the Company will be successful in its financing endeavors. If
the parties do not affect the transaction, all monies provided to TLM by the
Company will be subject to and repaid pursuant to one or more promissory notes
in favor of the Company. To date, the Company has provided TLM with $30,000 in
capital. A promissory note in the amount of $10,000 has been executed by TLM in
favor of the Company (see Exhibit 10.3 herein).
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
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 Finder's Fee Agreement with Birch Mountain Resources Ltd. (2)
10.2 Intent of Share Exchange dated November 2, 2000 by and between
American Precious Metals, Inc. and TLM Industries, Inc.
10.3 Promissory Note dated November 27, 2000 executed by GetToner.com,
Inc. in favor of American Precious Metals, Inc.
27 Financial Data Schedule.
9
<PAGE>
-------------------------------------
(1) Filed as an Exhibit to the Company's Form 10 SB filed November 8,
1999 and incorporated herein by this reference.
(2) Filed as an Exhibit to the Company's Form 10Q SB filed December 30,
1999 and incorporated herein by this reference.
(b) Reports on Form 8-K
None
10
<PAGE>
SIGNATURES
In accordance with 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.
Dated: January 16, 2001
AMERICAN PRECIOUS METALS, INC.
BY:/s/Jack Wagenti
------------------
Jack Wagenti
President
11
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
10.2 Letter of Intent-Share Exchange 2
10.3 12% Promissory Note due November 27, 2002 4
1