SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 0-13078
LEADVILLE MINING & MILLING CORPORATION
(Exact name of small business issuer as specified in its charter)
NEVADA 13-3180530
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
76 Beaver Street, New York, NY 10005
(Address of principal executive offices)
Issuer's telephone number, including area code: (212)344-5158
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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___
Indicate the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date.
Class Outstanding at October 31, 1997
----------------------- -------------------------------
Common Stock, par value 14,878,680 Shares
$.001 per share
Transitional Small Business Format (check one); Yes___ No_X_
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying financial statements are unaudited for the interim
periods, but include all adjustments (consisting only of normal recurring
accruals) which management considers necessary for the fair presentation of
results for the three months ended October 31, 1997.
Moreover, these financial statements do not purport to contain complete
disclosure in conformity with generally accepted accounting principles and
should be read in conjunction with the Company's audited financial statements
at, and for the fiscal year ended July 31, 1997.
The results reflected for the three months ended October 31, 1997 are not
necessarily indicative of the results for the entire fiscal year.
<PAGE>
LEADVILLE MINING AND MILLING CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET
OCTOBER 31, 1997
ASSETS
------
Current Assets:
Cash $ 33,579
Loans Receivable 10,681
Other Current Assets 358
-----------
Total Current Assets 44,618
Property and Equipment (Net of
Accumulated Depreciation of $346,074) 1,359,577
Other Assets:
Mining Reclamation Bonds 11,000
Security Deposit 3,667
-----------
Total Other Assets 14,667
-----------
Total Assets $ 1,418,862
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Accrued Expenses and Taxes $ 44,989
-----------
Commitments and Contingencies
Stockholders' Equity:
Common Stock, Par Value $.001 Per Share;
Authorized 150,000,000 shares; Issued and
Outstanding 14,878,680 14,879
Capital Paid In Excess of Par Value 7,061,672
Deficit Accumulated in the Development Stage (5,702,678)
-----------
Total Stockholders' Equity 1,373,873
-----------
Total Liabilities and Stockholders' Equity $ 1,418,862
===========
The accompany notes are an integral part of the financial statements.
<PAGE>
LEADVILLE MINING AND MILLING CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF OPERATIONS
For The Period
September 17, 1982
(Inception)
Three Months Ended To
October 31, July 31, 1997
-------------------------- -----------------
1997 1996
----------- -----------
Revenues:
Interest Income $ 216 $ 220 $ 708,450
Miscellaneous -- -- 24,706
----------- ----------- ------------
Total Revenues 216 220 733,156
----------- ----------- ------------
Costs and Expenses:
Mine Expenses 115,681 90,001 1,839,394
Selling, General and
Administrative Expenses 77,067 195,168 4,113,312
Depreciation 1,242 1,940 346,074
Loss on Write-Off of
Investment -- -- 10,000
Loss on Joint Venture -- -- 101,700
----------- ----------- ------------
Total Costs and
Expenses 193,990 287,109 6,410,480
----------- ----------- ------------
Loss Before Provision
For Income Taxes (193,774) (286,889) (5,677,324)
Provision For Income
Taxes 688 688 25,354
----------- ----------- ------------
Net Loss $ (194,462) $ (287,577) $ (5,702,678)
=========== =========== ============
Net Loss Per Share $ (.01) $ (.02)
=========== ===========
Average Common Shares Outstanding 14,676,864 13,077,528
=========== ===========
The accompanying notes are an integral part of the financial statements.
<PAGE>
LEADVILLE MINING AND MILLING CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
For The Period
Three Months Ended September 17, 1982
October 31, (Inception)
-------------------------- To
1997 1996 July 31, 1997
----------- ----------- ------------------
<S> <C> <C> <C>
Cash Flow From Operating Activities:
Net Loss $ (194,462) $ (287,577) $(5,702,678)
Adjustments to Reconcile Net Loss to
Net Cash Used By Operating Activities:
Depreciation 1,242 1,940 346,074
Loss on Write-Off of Investment -- -- 10,000
Loss From Joint Venture -- -- 101,700
Value of Common Stock Issued For Services 4,696 3,857 1,466,254
Compensation Portion of Options Exercised 8,725 98,000 270,225
Changes in Operating Assets and Liabilities:
Decrease in Prepaid Expenses -- 50,900 --
(Increase) Decrease in Other Current Assets 618 (149) (358)
Increase in Security Deposit -- -- (3,667)
Increase (Decrease) in Accrued Expenses
and Taxes (10,920) 9,646 44,990
----------- ----------- -----------
Net Cash Used By Operating Activities (190,101) (123,383) (3,467,460)
----------- ----------- -----------
Cash Flow From Investing Activities:
Purchase of Property and Equipment -- (2,000) (1,705,650)
Investment in Joint Venture -- -- (101,700)
Investment in Privately Held Company -- -- (10,000)
----------- ----------- -----------
Net Cash Used By Investing Activities -- (2,000) (1,817,350)
----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
LEADVILLE MINING AND MILLING CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
(Continued)
<TABLE>
<CAPTION>
For The Period
Three Months Ended September 17, 1982
October 31, (Inception)
-------------------------- To
1997 1996 July 31, 1997
----------- ----------- ------------------
<S> <C> <C> <C>
Cash Flow From Investing Activities:
(Increase) Decrease in Loans Receivable $ (4,855) $ (200) $ (10,681)
Increase in Loans Payable - Officers -- -- 18,673
Repayment of Loans Payable - Officers -- -- (18,673)
Proceeds From Sale of Common Stock 201,025 121,545 5,754,083
Commissions on Sale of Common Stock -- -- (5,250)
Expenses of Initial Public Offering -- -- (408,763)
Purchase of Certificate of Deposit - Restricted -- -- (5,000)
Purchase of Mining Reclamation Bond -- -- (6,000)
----------- ----------- -----------
Net Cash Provided By Financing Activities 196,170 121,345 5,318,389
----------- ----------- -----------
Increase (Decrease) In Cash and Cash Equivalents 6,069 (4,038) 33,579
Cash and Cash Equivalents - Beginning 27,510 34,857 --
----------- ----------- -----------
Cash and Cash Equivalents - Ending $ 33,579 $ 30,819 $ 33,579
=========== =========== ===========
Supplemental Cash Flow Information:
Cash Paid For Interest $ -- $ -- --
=========== =========== ===========
Cash Paid For Income Taxes $ 688 $ 688 $ 24,803
=========== =========== ===========
Non-Cash Financing Activities:
Issuances of Common Stock as Commissions
on Sales of Common Stock $ 8,760 $ 16,797 $ 118,457
=========== =========== ===========
Issuances of Common Stock For
Acquisition of Property and Equipment $ -- $ 4,500 $ 4,500
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
LEADVILLE MINING AND MILLING CORP.
(A DEVELOPMENT STAGE ENTERPRISE
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1997
NOTE 1 - Basis of Presentation
In the opinion of the Company, the accompanying unaudited financial
statements reflect all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results of
operations and cash flows for the periods presented.
Results of operations for interim periods are not necessarily indicative of
the results of operations for a full year due to external factors which are
beyond the control of the Company.
<PAGE>
Item 2. Management's Discussion And Analysis Of Financial Condition And Results
Of Operations
Cautionary Statement on Forward-Looking Statements
Except for the historical information contained herein, certain of the matters
discussed in this quarterly report are "forward-looking statements," as defined
in Section 21E of the Securities Exchange Act of 1934, which involve certain
risks and uncertainties, which could cause actual results to differ materially
from those discussed herein including, but not limited to, risks relating to
changing economic conditions, changes in the prices of minerals and the results
of testing and actual mining.
The Company cautions readers that any such forward-looking statements are based
on management's current expectations and beliefs but are not guarantees of
future performance. Actual results could differ materially from those expressed
or implied in the forward-looking statements.
Results of Operations
Once again the Company generated no revenues from operations because the Company
has yet to commence mining activities.
Mine expenses increased by $25,680 (approximately 28.5%) from $90,001 during the
three months ended October 31, 1996 to $115,681 during the three months ended
October 31, 1997. Management believes that this increase in mine expenses was
due primarily to additional labor costs, and exploration.
Selling, general and administrative expenses decreased by $118,101
(approximately 60.5%) from $195,168 during the three months ended October 31,
1996 to $77,067 during the three months ended October 31, 1997. Management
believes that this decrease in selling, general and administrative expenses was
due primarily to a decrease in financial costs.
As a result of the significant decrease in selling, general and administrative
expenses, the net loss decreased by $93,115 (approximately 32.4%) from $287,577
during the three months ended October 31, 1996 to $194,462 during the three
months ended October 31, 1997.
Exploratory drilling in the so called "B" zone revealed the presence of
high-grade gold and silver mineralization. Limited long hole drilling resulted
in reserves of approximately 5,000 tons of ore, grading an average of 1.29
ounces of gold and 5.00 ounces of silver per ton. The total body of
mineralization is unknown but could be large. Exploration is continuing.
<PAGE>
A 350 foot tunnel was started from the 7th Level, 729 drift to the Hunter shaft
location. A raise of 150 feet is planned to connect the 5th and 7th Levels. At
present, the tunnel has advanced 175 feet.
The Company commenced pilot milling at its reduction plant. Mill feed consisted
of low grade tailings and base metal sulfides. The tests were successfully
completed resulting in recovery of 97% of gold and 95% of silver contained.
Commencement of mining and milling is anticipated as soon as the 729 drift to
Hunter shafts tunnel and the 7th to 5th level raise is completed. Initial mining
and milling is projected at a rate of 60 to 80 tons per day.
Liquidity and Capital Resources
As of October 31, 1997, the Company had a working capital deficiency of $371.00
(defined as current assets less current liabilities) which represents a net
increase in working capital of $21,227 from July 31, 1997. As was explained in
the Company's 10-KSB, the Company is in a precarious financial condition and
there is no assurance whatsoever that the Company will be able to continue as a
going concern or that any of its plans with respect to its gold mining
properties will come to fruition. The Company, in order to continue its mine
program must obtain substantial financing. While management is seeing such
financing through joint venture partners, private placement of its shares and
other arrangements, there is no assurance that management will succeed therein.
It should be emphasized that the Company's financial condition has remained
critical since the date of the last 10-KSB and that in order to survive, the
Company will need an infusion of capital within the near future.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds
During the quarter ended October 31, 1997, the Company issued the following
shares of its common stock pursuant to the exemption from registration provided
by Section 4(2) of the Securities Act of 1933: In August 1997, the Company sold
an aggregate of 88,500 shares to seven individuals for an aggregate of $40,000.
In September 1997, the Company sold an aggregate of 292,722 shares to 16
individuals for an aggregate of $135,000 and issued 25,000 shares to an employee
for services rendered. In October 1997, the Company sold an aggregate of 53,111
shares to three individuals for an aggregate of $26,000 and issued 38,446 shares
to one individual for 10% cash commission $8,760 and expenses of $4,696
totalling $13,465.
Item 3. Defaults 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
None.
<PAGE>
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 thereto duly authorized.
LEADVILLE MINING & MILLING CORP.
Registrant
By: /s/ Gifford Dieterle
-------------------------------
Gifford Dieterle
Treasurer/Secretary
Date: December 19th, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Jul-31-1998
<PERIOD-START> Aug-01-1997
<PERIOD-END> Oct-31-1997
<CASH> 33,579
<SECURITIES> 0
<RECEIVABLES> 10,681
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 44,618
<PP&E> 1,705,651
<DEPRECIATION> 346,074
<TOTAL-ASSETS> 1,418,862
<CURRENT-LIABILITIES> 44,989
<BONDS> 0
0
0
<COMMON> 14,879
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,418,862
<SALES> 0
<TOTAL-REVENUES> 216
<CGS> 0
<TOTAL-COSTS> 115,681
<OTHER-EXPENSES> 78,309
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (193,774)
<INCOME-TAX> 688
<INCOME-CONTINUING> (194,462)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (194,462)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> 0
</TABLE>
