UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[ x ] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For Quarterly period ended June 30, 2000
[ ] Transaction report under Section 13 or 15(d) of the Exchange Act
For the transition period from to
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Commission file number 0-1519
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LEADVILLE CORPORATION
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(Exact Name or Registrant as Specified in its Charter)
COLORADO 84-0388216
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(State of Incorporation) (I.R.S. Employer Identification No.)
7002 Graham Road, Suite 106, Indianapolis, Indiana 46220
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(Address of Principal Executive Office) (Zip Code)
(317) 596-0735
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(Issuer's telephone number)
N/A
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(Former name, address and former fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act 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
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes No
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APPLICABLE ONLY TO CORPORATE ISSUERS
10,927,063
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State the number of Shares of the issuer's
classes of common equity, as of the
latest practicable date:
Transitional Small Business Disclosure Format (Check one):
Yes No X
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<PAGE>
LEADVILLE CORPORATION
INDEX TO FINANCIAL STATEMENTS
AND SUPPLEMENTARY INFORMATION
PART I - FINANCIAL INFORMATION Page
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FINANCIAL STATEMENTS
Balance sheets 3 - 4
Statements of operations 5
Statements of cash flows 6
Notes to financial statements 7
MANAGEMENT'S DISCUSSION AND ANALYSIS 8 - 9
PART II - OTHER INFORMATION
Legal proceedings 10
Exhibits and reports on Form 8-K 11
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<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
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LEADVILLE CORPORATION
Balance Sheets
June 30, 2000
(Unaudited)
June 30, December 31,
2000 1999
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ASSETS
CURRENT ASSETS
Cash $ 14,925 $ 33,445
Prepaid expenses and other 5,418 5,418
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Total current assets 20,343 38 ,863
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PROPERTY AND EQUIPMENT, at cost
Mining properties, including assets
acquired under capital leases 7,356,979 7,356,979
Buildings and equipment:
Mine, including assets acquired
under capital leases 1,219,564 1,219,564
Mill 829,032 829,032
Other 108,143 108,143
Land 22,429 22,429
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9,536,147 9,536,147
Less accumulated depreciation and
depletion including amortization
applicable to assets acquired under
capital leases (3,052,186) (3,005,950)
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6,483,961 6,530,197
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OTHER ASSETS:
Investments - certificates of deposit 104,265 104,265
Inventories 204,739 227,389
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309,004 331,654
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$ 6,813,308 $ 6,900,714
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<PAGE>
LEADVILLE CORPORATION
Balance Sheets (Cont.)
June 30, 2000
(Unaudited)
June 30, December 31,
2000 1999
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURENT LIABILITIES
Related parties:
Convertible debentures $ 440,000 $ 440,000
Notes payable, stockholders 1,967,862 1,895,362
Accrued interest payable 4,829,440 4,411,220
Accrued salaries due officers 523,321 400,821
Due to officers and directors 85,700 71,438
Notes payable-other 42,500 42,500
Accounts payable 61,214 100,605
Accrued expenses 136,434 104,10
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Total current liabilities 8,086,471 7,466,256
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SETTLEMENT OF LITIGATION 121,000 121,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Capital stock, par value $1 per share;
authorized 15,000,000 shares; issued and
outstanding June 30, 2000 and
December 31, 1999, 10,927,063 and 10,927,063
shares, respectively 10,927,063 10,927,063
Additional paid-in capital 8,693,415 8,693,415
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19,620,478 19,620,478
Accumulated deficit (21,014,641) (20,307,020)
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Total stockholders' equity (1,394,163) (686,542)
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$ 6,813,308 $ 6,900,714
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<PAGE>
<TABLE>
<CAPTION>
LEADVILLE CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Six Months
ended June 30, ended June 30,
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2000 1999 2000 1999
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<S> <C> <C> <C> <C>
Operating revenue $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------
Operating costs and expenses:
General and administrative 121,693 127,866 257,032 375,280
Depreciation 23,118 16,992 46,236 33,984
------------ ------------ ------------ ------------
Total operating expenses 144,811 144,858 303,268 409,264
------------ ------------ ------------ ------------
Operating loss (144,811) (144,858) (303,268) (409,264)
------------ ------------ ------------ ------------
Financial income and expense:
Other income -- -- -- 378
Interest income 821 1,306 2,046 4,194
Interest expense (159,130) (171,811) (406,399) (325,252)
------------ ------------ ------------ ------------
Total financial income
(expense) (158,309) (170,505) (404,353) (320,680)
------------ ------------ ------------ ------------
Net loss $ (303,120) $ (315,363) $ (707,621) $ (729,944)
============ ============ ============ ============
Net loss per capital
share (basic and diluted) $ (.03) $ (.03) $ (.06) $ (.07)
============ ============ ============ ============
Weighted average number of
capital shares outstanding
(total shares) 10,927,063 10,919,327 10,927,063 10,903,396
============ ============ ============ ============
See Notes to Financial Statements.
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</TABLE>
<PAGE>
LEADVILLE CORPORATION
STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 2000 and 1999
(Unaudited)
2000 1999
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(707,621) $(729,944)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation 46,236 33,984
Stock issued for officer compensation -- 150,000
Change in assets and liabilities:
(Increase) decrease in:
Prepaid expenses -- (4,624)
Investments-CDs -- --
Inventories 22,650 22,650
Increase (decrease) in:
Accounts payable 39,391 (1,193)
Accrued expenses (32,124) (3,955)
Officer payables 14,262 6,129
Accrued Salaries - Officers 122,500 122,500
Accrued interest 418,220 340,586
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Net cash used
in operating activities (91,020) (63,867)
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowing, related party 72,500 74,500
Repayment of note principal -- --
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Net cash provided by financing
activities 72,500 74,500
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Increase (decrease) in cash and
cash equivalents (18,520) 10,633
Cash and cash equivalents:
Beginning 33,445 --
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Ending $ 14,925 $ 10,633
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SUPPLEMENTAL DISCLOSURES OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:
Capital stock issued for forgiveness
of accounts payable, interest
and officer compensation $ -- $ 171,998
========= =========
See Notes to Financial Statements.
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<PAGE>
LEADVILLE CORPORATION
NOTES TO FINANCIAL STATEMENTS
June 30, 2000
In the opinion of management of Leadville Corporation, ("Leadville" or the
"Company"), the accompanying unaudited financial statements reflect all
adjustments (consisting of only normal recurring accruals) necessary to present
fairly the financial position of the Company as of June 30, 2000, and the
results of operations and cash flows for the six months ended June 30, 2000 and
1999.
These unaudited financial statements should be read in conjunction with the
Company's annual report on Form 10-KSB for the year ended December 31, 1999.
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:
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Leadville Corporation is engaged in the development of hard rock mineral
properties in Lake and Park Counties, Colorado. A summary of significant
accounting policies is currently on file with the Securities and Exchange
Commission on Form 10-KSB.
NOTE 2. RELATED PARTY TRANSACTIONS:
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Certain officers, directors and stockholders have provided significant loans and
advanced expenses to the Company in recent years. The aggregate indebtedness,
including accrued interest and other payables, amounted to approximately
$7,792,666 at June 30, 2000. Substantially all of that indebtedness is
convertible into the Company's Capital Stock at a price of $1.00 per share.
As of June 30, 2000, the Company owes its President accrued compensation and
expenses of approximately $311,125 and its past-CEO accrued compensation and
expenses of approximately $222,083. The past-CEO, Mr. Scot Hutchins, resigned as
of May 31, 2000 and the President has assumed the position of CEO.
NOTE 3. INCOME TAXES:
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As of December 31, 1999, the Company has available tax net operating loss
carryforwards of approximately $10,280,000, which can be utilized to offset
future taxable income. Utilization of these loss carryforwards may be limited
due to changes in ownership of the Company, and expire from 2000 through 2019.
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
The following discussion should be read in conjunction with the Company's
consolidated financial statements and related notes included elsewhere herein.
The Company's results may be affected by various trends and factors that are
beyond the Company's control. These include factors discussed elsewhere herein.
With the exception of historical information, the matters discussed below under
the headings "Plan of Operations" may include forward-looking statements that
involve risks and uncertainties. The Company cautions the reader that a number
of important factors discussed herein, and in other reports filed with the
Securities and Exchange Commission, could affect the Company's actual results
and cause actual results to differ materially from those discussed in
forward-looking statements.
The Company received no operating revenues during 1998 and 1999 and incurred net
losses in those years of $1,582,116 and $ 1,635,387, respectively. Management
does not anticipate that any operating revenues will be generated during the
year 2000 . The Company's most viable prospect for generating income from
operations is by achieving production at the Diamond-Resurrection property. The
property should be primarily a gold producer, with significant quantities of
silver, lead and zinc present in the ores. In order to achieve production from
the Diamond-Resurrection property, the Company must secure significant financing
for debt reduction, for furthering mine development and re-establishing milling
capabilities, and for working capital.
The Company is severely undercapitalized. As of June 30, 2000, the Company has a
working capital deficit of $8,066,128 and minimal operating cash. With the
exception of the $500,000 in proceeds received in 1996 from issuance of stock,
substantially all of the Company's cash needs have been met by loans from the
Company's officers and directors, and by proceeds from short-term notes.
Management is hopeful that cash needs for 2000 will be met from existing cash
resources and short-term borrowings until significant financing can be secured.
In 1999 and in the first six months of 2000, the Company used cash to meet
general, administrative and property obligations. No capital expenditures were
made during the first six months of 2000. No capital expenditures were made
during the first six months of 2000. General administrative costs were reduced
from 1999 and the first quarter of 2000 primarily because of stock and options
expensed for officer compensation during the earlier periods.
The Company's certificates of deposit, in the amount of $104,265, are held as
mining reclamation bonds and classified as long term assets.
In order for the Company to continue as a going concern and re-start its mining
operations, a significant amount of capital from sources outside the Company
will be required. During 2000, management is continuing its efforts to obtain
financing for the Company's properties through cash investment. No assurance can
be given that the Company will be successful in securing financing.
The Company continues to incur significant interest charges associated with the
outstanding notes payable and debentures. The holders of these instruments have
the right to convert principal and accrued interest to Capital Stock at prices
of $.80 to $3.00 per share. Substantially all holders of the notes payable and
debentures are stockholders of the Company.
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<PAGE>
The Company intends to use the proceeds from significant financing to meet
existing obligations as needed, to finance a development program, to begin
production from the Diamond-Resurrection Mine and to evaluate other potential
sources of revenue for the Company. The objective of the development program is
to re-start mining operations and to fund an exploration program from mining
revenues in order to identify potential reserves in addition to the more than
800,000 tons already identified at the Diamond-Resurrection Mine. Studies
completed on the Diamond-Resurrection Mine property over the past 12 years
include verification of known mineralization, evaluation of mine development and
surface geo-physical investigations. These studies suggest that the
Diamond-Resurrection property may hold significant deposits of gold, silver and
base metals.
Full production at the Diamond-Resurrection Mine will require a significant
capital expenditure to refurbish and/or acquire surface plant and underground
equipment. Realizing operating revenues from Diamond-Resurrection Mine
production will require that the Company either re-establish milling
capabilities at the Stringtown Mill site, construct a new milling facility or
make other milling arrangements. No significant capital expenditures are
anticipated to be made until such time as the Company secures significant
financing or participation on the Diamond-Resurrection Mine properties.
Management does not anticipate that there will be any significant change in the
number of Company employees, until such time as significant financing can be
obtained.
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<PAGE>
PART II
ITEM 1. LEGAL PROCEEDINGS
UNITED STATES (ENVIRONMENTAL PROTECTION AGENCY)
In 1983, the Company was named as one of several defendants in an action (United
States of America vs. Apache Energy and Mineral Company, et al) in Federal
District Court in Colorado under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 ("CERCLA") in connection with the
approximately 11.5 square mile California Gulch Superfund site in Lake County,
Colorado. In 1986, the Company was also named as a third party defendant in a
suit (State of Colorado vs. Asarco, Inc., et al) involving the same site. The
cases were subsequently consolidated.
From 1983 through 1988, the Company negotiated with the United States to have
its involvement in the consolidated case dismissed or settled on a de minimis
basis. That effort was ultimately unsuccessful. During the years 1989 and
continuing into 1993, the Company attempted to negotiate a settlement of its
alleged liability to the United States. Management believed that financing might
be obtained by the Company if the claims asserted by the United States were
settled and the financial exposure limited.
During August, 1993, a consent decree was entered by the Federal District Court
in Colorado whereby the United States agreed to settle the Company's alleged
liability, with the exception of natural resources damages, if any, in
consideration for $3,000,000. Under the original terms of the consent decree, a
total of $250,000 was to be paid by the Company over 15 years, with a contingent
liability of $2,750,000 to be paid based on profitable operations or sale of
properties. Minimum cash payments are to be $10,000 for years one through five,
$15,000 for years six through ten and $25,000 for years 11 through 15. The
Company has made no payments to the United States pending negotiations with the
EPA concerning the EPA's use of and compensation for soil and rock materials
from the Company's properties.
COWIN & COMPANY, INC.
In 1990, Cowin & Company, Inc., mining engineers and contractors, filed suit
against the Company in Lake County, Colorado District Court asserting that the
Company was obligated to Cowin & Company, Inc. for approximately $35,500 for
contract mining fees and costs. Cowin & Company, Inc. is requesting damages,
equipment possession and general relief relating to a contract mining agreement
entered into March 3, 1987.
The Company counter-claimed for damages resulting from improper construction of
the Diamond Mine shaft and damages resulting from Cowin & Company activities at
the site. Since no action had been taken in the case since October 1993, the
Court ordered a Status Report be filed on the matter by August 30, 1996. The
status report was filed with the Court, however, no action has occurred since
then.
MINING EQUIPMENT, INC.
During January 2000, the Company was named as a defendant involving equipment
under lease that was deemed part of the real property at the mine site by the
courts. The plaintiff's claims included a claim for rent, conversion and unjust
enrichment. The Company intends to vigorously defend the claims in that the
courts have already issued a judgement regarding this lease and the Company is
in compliance with this earlier judgement.
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<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits filed herewith or incorporated by reference to previous
filings with the Securities and Exchange Commission.
Exhibit
Number Description
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(2) Plan of Acquisition, reorganization, arrangement,
liquidation or succession
(3) Articles of Incorporation and By-laws
(4) Instruments defining the rights of security holders,
including indentures
(9) Voting Trust Agreement
(10) Material Contracts
(11) Statement Regarding Computation of Earning Per Share is not
required since the information is ascertainable from
Leadville's financial statements filed herewith.
(13) Annual Report to security holders, Form 10-Q or quarterly
report to security holders
(16) Letter re: change in accounting principles
(19) Documents not previously filed
(21) Subsidiaries of the Registrant
(22) Published report regarding matters submitted to vote of
security holders
(23) Consents of experts and counsel
(24) Power of Attorney
(27) Financial Data Schedule
(28) Information from reports furnished to state insurance
authorities
(29) Additional Exhibits
-------------------
(3) The Articles of Incorporation of Leadville were filed with
its Form 10-K on May 6, 1965; the By-laws of Leadville were
filed with its Report on Form 10-K for the year ended
December 31, 1980.
(4) Filed with Form 10-K for year ended December 31, 1987.
(28) Consent Decree, State of Colorado vs. Asarco, Inc., et al,
Defendants and Third Party Plaintiffs vs. Leadville
Corporation, et al, Third Party Defendants: United States of
America vs. Apache Energy and Minerals Company, et al.
(b) Reports on Form 8-K filed during the Registrant's second
quarter of 2000. NONE
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
LEADVILLE CORPORATION
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(Registrant)
By /s/ JOHN H. GASPER
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John H. Gasper, President
Dated: August 7, 2000
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