SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
Quarterly Report under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended CIK Number: Commission File Number
September 30, 1997 0000726166 0-12139
Leesburg Land and Mining Co., Inc.
(Exact name of registrant as specified in its charter)
Colorado 82-0379959
(State of incorporation) (I.R.S. Employer
Identification No.)
c/o 10200 W. 44th Ave., #400, Wheat Ridge, CO 80033
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: None
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
the filing requirements for at least 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 latest practicable date.
Class Outstanding at November 20, 1997
Common stock 52,476,317
No par value
<PAGE>
LEESBURG LAND AND MINING CO., INC.
(A Development Stage Company)
BALANCE SHEET
September 30, December 31,
1997 1996
(unaudited) (audited)
Assets:
PROPERTY AND EQUIPMENT
Vehicle $20,818 $20,818
Less: accumulated depreciation (20,818) (20,818)
Total Property and Equipment $0 $0
TOTAL ASSETS $0 $0
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable (Note 2) $18,004 $12,855
Total current liabilities $18,004 $12,855
Stockholder's equity (Deficit):
Preferred stock, 1,000,000 shares
of no par value authorized, none
issued
Common stock, no par value; 4,140,407 4,140,407
authorized, 100,000,000 shares
Issued and outstanding 52,476,317
shares at September 30, 1997 and
December 31, 1996
Accumulated (deficit) during the (4,158,411) (4,153,262)
development stage
Total Stockholders' equity (18,004) (12,855)
TOTAL LIABILITIES & STOCKHOLDERS' $0 $0
EQUITY
The accompanying notes are an integral part of the financial
statements.
<PAGE>
<TABLE>
<CAPTION>
LEESBURG LAND & MINING CO., INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(unaudited)
Cumulative Three Nine Three Nine
During months months months months
Development ended ended ended ended
Stage Sept.30, Sept. 30, Sept. 30 Sept.30,
1997 1997 1996 1996
(un- (un-
audited) audited)
REVENUE:
<S> <C> <C> <C> <C> <C>
Interest Income $92,753 - - - -
Geo contract 90,000 - - - -
Equipment rental 13,500 - - - -
income
Miscellaneous 14,014 - - 200 200
income
TOTAL REVENUES 210,267 - - 200 200
EXPENSES:
Exploration costs 867,048 - - - -
General & 1,227,530 2,300 5,149 7,235 7,522
administrative
Interest expense 426,467 - - - -
Depreciation 790,967 - - - -
expenses
Abandonment of 626,637 - - - -
claims and
leases
Loss- sale of 287,173 - - - -
mining equipment
Loss - sale of 228,000 - - - -
Polaris Coal Co.
Write down of 127,664 - - - -
mining equipment
Bad debts 196,985 - - - -
Services 83,200 - - - -
contributed by
officers
TOTAL COSTS & 4,861,671 2,300 5,149 7,235 7,522
EXPENSES
NET INCOME (LOSS) 4,631,404 (2,300) (5,149) (7,035) (7,322)
ITEM
EXTRAORDINARY 496,283 - - - -
ITEMS,
Reduction of
payables (Note 2)
NET INCOME (LOSS) (4,155,121) (2,300) (5,149) (7,035) (7,322)
NET INCOME (LOSS) (.46) - - - -
PER SHARE: .05
Income (loss)
before
extraordinary item
NET INCOME (LOSS) (.41) - - - -
WEIGHTED AVERAGE 10,156,148 52,476,317 52,476,317 52,476,317 52,476,317
NUMBER OF SHARES
OUTSTANDING
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LEESBURG LAND & MINING CO., INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(unaudited)
Cumulative During Nine Months Three months
Development Stage ended Sept. ended Sept.
30, 1997 30, 1997
CASH FLOWS FROM
OPERATING ACTIVITIES:
<S> <C> <C> <C>
Net income (loss) $(4,131,068) $(5,149) $(2,300)
Items not requiring - -
cash:
Depreciation 790,967 - -
Contributed services 78,487 - -
(Gain) loss on 1,040,147 - -
disposal of mining
claims and equipment
Other (5,443) - -
Contingency recorded 62,386 - -
as note payable
Loss on investment 228,000 - -
in polaris
Additional payables 187,777 - -
transferred to equity
(Increase) decrease - - -
in accounts receivable
Increase (decrease) 26,176 (5,149) (2,300)
in accounts payable
Cash (used) by 1,722,571 - -
operating activities
CASH FLOWS FROM
INVESTING ACTIVITIES:
Purchase of mining (72,301) - -
claims
Purchase of vechicles (103,614) - -
Purchase of mining (1,319,676) - -
equipment
Purchase of other (9,996) - -
equipment
Purchase of polaris (6,500) - -
coal company
Proceeds - sale of 247,910 - -
mining equipment
Cash provided 1,264,177 - -
(used) by investing
activities
CASH FLOWS FROM
FINANCING ACTIVITIES:
Notes payable payments (110,130) - -
Proceeds from sale 3,111,194 - -
of common stock and
warrants, net of
registration costs
Purchase of (14,316) - -
treasury stock
Cash provided by 2,986,748 - -
financing activities
Increase (decrease) - - -
in cash & cash
equivalents
Cash & cash - - -
equivalents -
beginning of year
Cash & cash - - -
equivalents - end of
year
The accompanying notes are an integral part of the financial
statements.
</TABLE>
<PAGE>
LEESBURG LAND & MINING CO., INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1997 (unaudited)
NOTE 1 - OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNT PRINCIPLES
Leesburg Land & Mining, Inc. (the "Company" or "Leesburg") was
incorporated on June 21, 1983. From June 21, 1983 (Inception) to
December 31, 1984, the Company was engaged in the development of a
gold placer claim located near Salmon, Idaho. As of December 31,
1984, the Company's only mining claim was abandoned. Pursuant to a
change in control of the Company in April 1985, the Company purchased
an interest in a coal company. The Company sold its interest in the
coal company in November 1985. In December 1985, the Company entered
into a contract with a non-affiliated partnership to complete a
geothermal well, construct a power plant and assist in obtaining
needed financing on a fixed-price basis. The geothermal well was
plugged and abandoned in 1986 when the underground resource was deemed
inadequate. The Partnership failed to make payments to the Company
under the contract. The Company has never derived significant
revenues from any of its attempted operations.
In 1987, the Company filed for a Chapter 11 bankruptcy, but
voluntarily withdrew the filing in 1988. Since 1988, the Company has
been selling its claims, property and equipment. In addition, the
Company has been eliminating its debt (Notes 2 and 3) and seeking a
private company with which to merge. No such company has been
identified or found.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. However, the Company
has incurred cumulative net losses of $4,155,121 since inception. At
September 30, 1997, liabilities exceeded assets by $15,704. In
addition, the Company has recently eliminated amounts due to creditors
based on the tolling of the statute of limitations. As described in
Notes 2 and 3, the statute of limitations does not preclude creditors
from threatening or bringing litigation, which would be costly for the
Company to defend. In view of these matters, the future of the
Company is dependent upon management's ability to find a company with
which to merge and favorable final outcome regarding the elimination
of debts.
Property and equipment
Property and equipment are stated at cost and depreciated on a
straight line basis over the estimated useful lives of the asset (10
years for mining equipment, 4-7 years for vehicles and 5-10 years for
furniture and fixtures). Maintenance and repairs are expenses as
incurred. When assets are sold or retired, the cost and related
accumulated depreciation is removed from the accounts and the
resulting gain or loss is included as income. As of December 31,
1993, all of the mining equipment had been sold and the costs and
accumulated depreciation had been written off against the sales price.
The remaining asset on the balance sheet at September 30, 1997, has
been fully depreciated.
<PAGE>
LEESBURG LAND & MINING CO., INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS, CONT.
September 30, 1997 (unaudited)
Statement of cash flows
For statement of cash flows purposes, the Company considers short-term
investments with original maturities of three months or less to be
cash equivalents.
Earnings per common share
Net income or (loss) per common share is based on the weighted average
number of shares of common stock outstanding during the periods
presented. The cumulative weighted average number of shares
outstanding do not include shares issued to a Belgian company and then
later rescinded and canceled by the Company (Note 4).
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
Significant estimates have been made with regards to estimates of
contributed services.
Note 2 - Accounts Payable
In 1985, the Company contracted to drill a geothermal well and
construct a power plant in central Nevada. In 1986, the Company's
consulting engineer determined that the well was unsuccessful and, as
a result of the Partnership's failure to pay the Company, the Company
did not have cash to pay its own creditors, most of whom had supplied
services and supplies connected with the well. The payables amounted
to approximately $277,000. In 1987 the Company filed to reorganize
under Chapter 11 of the Bankruptcy Code, listing approximately
$330,000 as payable to creditors. In 1988, the Company voluntarily
withdrew the bankruptcy filing, without having yet repaid the
creditors. The only creditor to reduce its receivable to a note and
judgment was Halliburton Energy Service ("Halliburton"). The Company
made several payments on this debt, but interest continued to accrue
through 1993 after which an agreement on settlement was reached.
At December 31, 1993, on the advice of Counsel, the Company eliminated
a substantial amount of accounts payable and reported $457,657 as an
extraordinary gain. The Company, based on the advice of its legal
counsel, determined that the claims of these creditors were outside
the time limitations of the statutes of the States of Colorado and
Nevada for causes of action most likely to be pled by such creditors.
The statute expired for these claims in December 1993. As a result,
management and its attorney believe that the Company would most likely
have a defense that would be reasonably based upon fact and law and
that the probability of these creditors successfully overcoming such a
defense is
<PAGE>
LEESBURG LAND & MINING CO., INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS, CONT.
September 30, 1997 (unaudited)
substantially remote. It is not impossible that a creditor could seek
a jurisdiction other that Colorado or Nevada in which to commence
collection and the Company would then be forced to defend or
compromise such claim at some expense.
Legal Counsel to the Company has opined that the chance of such
successful litigation by a creditor is substantially remote, although
such an outcome cannot be absolutely determined with certainty at this
time.
In late 1994, the Company reopened negotiations with Halliburton, a
creditor. The Company and Halliburton agreed to a settlement of
approximately $15,000 in early 1995. Since that settlement was
substantially less than the amount plus interest then recorded as a
liability, the Company ceased to accrue interest. In 1995, the
Company recognized $38,626, the amount of debt forgiven, as
extraordinary income. In January 1996, the Company settled its debt
to Halliburton by paying $14,000.
Note 3 - Notes Payable
In 1986, the Company sold 128,000 shares of its common stock to Rio
Delta Land Company ("Rio Delta"). The Company planned to work in a
venture with Rio Delta to develop a mining property. However, in
1987, after expending approximately $70,000 on the project, the
Company terminated the venture with Rio Delta and agreed to pay Rio
Delta approximately $60,000 plus interest in exchange for return of
the common stock issued to Rio Delta. The Company never received its
stock from Rio Delta but nonetheless maintained the debt on its books
as a contingency despite the fact that legally there may be no valid
claim against the Company. The Company has unsuccessfully tried to
contact Rio Delta and its controlling shareholder to resolve the
matter. Interest was accrued at 12% per annum from 1987 through
December 31, 1994, and amounted to approximately $80,000.
As of December 31, 1994, the Company, based on the advice of its legal
counsel, determined that any claim by Rio Delta, if valid, lies
outside the time limitations of the statutes of the limitation of
Colorado and Nevada. The Company believes that it would most likely
have a defense that would be reasonably based upon fact and law and
that the probability of this creditor successfully overcoming such a
defense is substantially remote. The statute of limitations is six
years on the debt due to Rio Delta, and that limitation expired in
December, 1994. As a result of the above determination, on December
31, 1994, the Company wrote off the principal, plus accrued interest
and estimated legal expenses, totaling $142,012, to equity. The
128,000 shares of common stock sold to Rio Delta currently remain
issued and outstanding.
It is not impossible that a creditor could seek a jurisdiction other
than Colorado or Nevada in which to commence collection and the
Company would then be forced to defend or compromise such claim at
some expense. Legal Counsel to the Company has opined that chance of
such successful litigation by this creditor is substantially remote,
although such an outcome cannot be absolutely determined with
<PAGE>
LEESBURG LAND & MINING CO., INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS, CONT.
September 30, 1997 (unaudited)
certainty at this time.
Note 4 - Stockholder's Equity
The Company amended its Articles of Incorporation to authorize the
issuance of 1,000,000 shares of preferred stock with no par value.
The preferred stock may be issued from time to time with such
designation, rights, preferences and limitations as the Board of
Directors may determine by resolution. As of September 30, 1997, no
shares of preferred stock have been issued.
In 1989, the Company sold 2,500,000 shares of the Company's common
stock to a Belgian company, N.V. Handels-Kreditkantoor/Comtoir de
Credit s.a. ("HKCC") in exchange for 7,500,000 fine art prints. In
addition, the Company issued 650,000 shares to Asher Investments
Limited ("Asher") as a finder's fee. As part of the sales agreement,
HKCC agreed to loan the Company $300,000. The Company valued the
combined transaction at $2,520,000. However, HKCC never delivered the
prints or made the loan. As a result, in 1990, the Company negotiated
the recision of the stock issuance. Since the transaction was never
fully executed, it has not been included in the schedule above or in
calculation of weighted average shares outstanding for determining
earnings (loss) per share. The stock transfer agent canceled the
outstanding shares in 1994.
The Company's officers contributed management services valued at
$18,200 and $10,000 during 1995 and 1994, respectively. During 1995,
the Board of Directors approved issuing 2,500,000 shares of common for
$100 of services to One Capital. During 1994, the President waived
$62,618 owed to him for past services rendered in exchange for
28,500,000 shares of common stock for which $750 was deemed
consideration. During 1994, the Vice President waived $45,532 owed to
him for past services rendered in exchange for 19,000,000 shares of
common stock for which $500 was deemed consideration. These
transactions were authorized by the Board of Directors and the amounts
were credited to stockholder's equity.
Also during 1994, the Company unilaterally transferred the debt and
accrued interest owed to Rio Delta, a major shareholder, to equity
(see Note 3). The principal and interest totaled $142,012 and was
transferred after the time period for the statute of limitations
expired.
Note 5 - Income Taxes
At September 30, 1997, the Company has a net operating loss (NOL)
carry-forward for tax purposes of approximately $3,620,000 (expiring
in the years 1998 to 2010). In addition, the Company has a tax credit
carry-forward of approximately $20,000 (expiring in the years 1999 to
2000).
<PAGE>
LEESBURG LAND & MINING CO., INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS, CONT.
September 30, 1997 (unaudited)
Deferred tax assets (liabilities) at September 30, 1997:
September 30,
Deferred tax assets due to: 1997
Payables $ 10,182
Receivables 1,407,844
Net operating loss carry-forward 1,418,026
Valuation allowance for deferred
tax assets (1,418,026)
Net deferred tax asset $ -
ITEM 2.
Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Results of Operations for quarter ended September 30, 1997 compared to
same period in 1996.
The Company has had no operations or revenues in the period in
1997 and in 1996, had $200 in Miscellaneous income.
The Company has experienced general and administrative expenses
for the three month period of $2,300 as compared to $7,235 for the
same period in 1996. The Company recorded a net loss of ($2,300) for
the period in 1997 and a net loss of ($7,035) in the period in 1996.
The Company losses will continue until operations and revenues can be
achieved. While the Company is seeking capital sources for
investment, there is no assurance that sources can be found.
Loss per share for the 1997 third quarter was less than ($.01)
per share, as compared to a loss of less than ($.01) per share for the
third quarter of 1996.
Results of Operations for nine month periods ended September 30,
1997, compared to same period in 1996
In the nine month period ended September 30, 1997, the Company
had no operations or revenues. In the same period in 1996, the
Company had $200 in miscellaneous revenue.
<PAGE>
The Company incurred general and administrative expenses for the
nine month period in 1997 of $5,149 and $7,522 in 1996. Expenses were
primarily due to public company reporting requirements. The Company
recorded a net loss of ($7,322) for the nine month period in 1996 and
($2,300) in the same period in 1997 which on a per share basis, is
less than $.001 loss per share in each period.
It should be anticipated that increased expenses and net losses
will continue for the foreseeable future, as the company seeks
acquisition or merger candidates.
Liquidity and Capital Resources
The Company had no cash capital at the end of the period. The
Company will be forced to either borrow monies or make private
placements of stock in order to fund any operations continuance. No
assurance exists as to the ability to achieve loans, or make private
placements of stock.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
No reports on Form 8-K were made for the period for which
this report is filed.
<PAGE>
LEESBURG LAND & MINING CO., INC.
(A Development Stage Company)
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.
LEESBURG LAND & MINING CO., INC.
Date: November 25, 1997 /s/ Robert M. Beaton
Robert M. Beaton, President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 20,810
<PP&E> 0
<DEPRECIATION> (20,810)
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 18,004
<BONDS> 0
0
0
<COMMON> 4,140,407
<OTHER-SE> (4,158,411)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
