SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1998
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 AND MILLING CORP.
(Exact name of registrant as specified in its charter)
NEVADA #13-3180530
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
76 BEAVER STREET, NEW YORK, NEW YORK 10005
(Address of Principal Executive Offices) (Zip Code)
Issuers 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 the issuers classes of common
equity as of the latest practicable date.
Class Outstanding at April 30, 1998
Common Stock, par value 16,077,816 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 included all adjustments (consisting only of normal recurring
accruals) which management considers necessary for the fair presentation of
results for the nine months ended April 30, 1998.
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 nine months ended April 30, 1998 are not
necessarily indicative of the results for the entire fiscal year.
(2)
<PAGE>
LEADVILLE MINING AND MILLING CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET
APRIL 30, 1998
(Unaudited)
ASSETS
Current Assets:
Cash $ 16,785
Loan Receivable 2,640
Other Current Assets 349
-----------
Total Current Assets 19,774
-----------
Property and Equipment (Net of
Accumulated Depreciation of $348,736) 1,356,915
-----------
Other Assets:
Mining Reclamation Bonds 11,000
Security Deposit 3,667
-----------
Total Other Assets 14,667
-----------
Total Assets $ 1,391,356
===========
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities:
Accrued Expenses and Taxes $ 75,121
-----------
Commitments and Contingencies
Stockholders Equity:
Common Stock, Par Value $.001 Per Share;
Authorized 150,000,000 shares; Issued and
Outstanding 16,077,816 Shares 16,078
Capital Paid In Excess of Par Value 7,441,399
Deficit Accumulated in the Development Stage (6,141,242)
-----------
Total Stockholders Equity 1,316,235
-----------
Total Liabilities and Stockholders' Equity $ 1,391,356
===========
The accompanying notes are an integral part of the financial statements.
(3)
<PAGE>
LEADVILLE MINING AND MILLING CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For The Period
Three Months Ended Nine Months Ended September 17,1982
April 30, April 30, (Inception)
---------------------------- ---------------------------- To
1998 1997 1998 1997 April 30, 1998
------------ ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>
Revenues:
Interest Income $ 187 $ 192 $ 630 $ 606 $ 708,864
Miscellaneous -- -- -- -- 24,706
------------ ------------ ------------ ------------ ------------
Total Revenues 187 192 630 606 733,570
------------ ------------ ------------ ------------ ------------
Costs and Expenses:
Mine Expenses 109,225 79,510 339,777 243,245 2,063,490
Selling, General and
Administrative Expenses 95,046 130,307 288,771 391,731 4,325,016
Depreciation 1,420 1,578 3,904 4,734 348,736
Loss on Write-Off of
Investment -- -- -- -- 10,000
Loss on Joint Venture -- -- -- -- 101,700
------------ ------------ ------------ ------------ ------------
Total Costs and
Expenses 205,691 211,395 632,452 639,710 6,848,942
------------ ------------ ------------ ------------ ------------
Loss Before Provision
For Income Taxes (205,504) (211,203) (631,822) (639,104) (6,115,372)
Provision For Income
Taxes 172 -- 1,204 688 25,870
------------ ------------ ------------ ------------ ------------
Net Loss $ (205,676) $ (211,203) $ (633,026) $ (639,792) $ (6,141,242)
============ ============ ============ ============ ============
Net Loss Per Share $ (0.01) $ (0.02) $ (0.04) $ (0.05)
============ ============ ============ ============
Average Common Shares Outstanding 15,908,794 13,722,543 15,326,085 13,318,502
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
(4)
<PAGE>
LEADVILLE MINING AND MILLING CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For The Period
September 17, 1982
Nine Months Ended (Inception)
April 30, To
-------------------------- --------------
1998 1997 April 30, 1998
----------- ----------- --------------
<S> <C> <C> <C>
Cash Flow From Operating Activities:
Net Loss $ (633,026) $ (639,792) $(6,141,242)
Adjustments to Reconcile Net Loss to
Net Cash Used By Operating Activities:
Depreciation 3,904 4,734 348,736
Loss on Write-Off of Investment -- -- 10,000
Loss From Joint Venture -- -- 101,700
Value of Common Stock Issued For Services 39,596 43,800 1,501,154
Compensation Portion of Options Exercised 33,475 123,432 294,975
Changes in Operating Assets and Liabilities:
Decrease in Prepaid Expenses -- 51,408 --
(Increase) Decrease in Other Current Assets 627 (406) (349)
(Increase) in Security Deposit -- -- (3,667)
Increase (Decrease) in Accrued Expenses
and Taxes 19,211 (15,258) 75,121
----------- ----------- -----------
Net Cash Used By Operating Activities (536,213) (432,082) (3,813,572)
----------- ----------- -----------
Cash Flow From Investing Activities:
Purchase of Property and Equipment -- (3,500) (1,705,650)
Investment in Joint Venture -- -- (101,700)
Investment in Privately Held Company -- -- (10,000)
----------- ----------- -----------
Net Cash Used By Investing Activities -- (3,500) (1,817,350)
----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
(5)
<PAGE>
LEADVILLE MINING AND MILLING CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
(Unaudited)
(Continued)
<TABLE>
<CAPTION>
For The Period
September 17, 1982
Nine Months Ended (Inception)
April 30, To
-------------------------- --------------
1998 1997 April 30, 1998
----------- ----------- --------------
<S> <C> <C> <C>
Cash Flow From Investing Activities:
(Increase) Decrease in Loans Receivable $ 3,186 $ (1,223) $ (2,640)
Proceeds of Loans Payable - Officers -- -- 18,673
Repayment of Loans Payable - Officers -- (9,673) (18,673)
Proceeds From Sale of Common Stock 522,302 450,131 6,075,360
Proceeds From Exercise of Options -- 9,673 --
Commissions on Sale of Common Stock -- -- (5,250)
Expenses of Initial Public Offering -- -- (408,763)
Combined Purchase of Certificate of Deposit-Restricted -- -- (5,000)
Combined Purchase of Mining Reclamation Bond -- -- (6,000)
----------- ----------- -----------
Net Cash Provided By Financing Activities 525,488 448,908 5,647,707
----------- ----------- -----------
Increase (Decrease) In Cash (10,725) 13,326 16,785
Cash - Beginning 27,510 34,857 --
----------- ----------- -----------
Cash - Ending $ 16,785 $ 48,183 $ 16,785
=========== =========== ===========
Supplemental Cash Flow Information:
Cash Paid For Interest $ -- $ -- --
=========== =========== ===========
Cash Paid For Income Taxes $ 1,204 $ 688 $ 25,319
=========== =========== ===========
Non-Cash Financing Activities:
Issuances of Common Stock as Commissions
on Sales of Common Stock $ 101,860 $ 35,765 $ 211,557
=========== =========== ===========
Issuances of Common Stock as
Payment For Expenses $ 39,596 $ -- $ 46,562
=========== =========== ===========
Issuance 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.
(6)
<PAGE>
LEADVILLE MINING AND MILLING CORP.
(A DEVELOPMENT STAGE ENTERPRISE
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1998
(Unaudited)
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.
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.
Results of operations for interim periods are not necessarily indicative of
the results of operations for a full year.
(7)
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operation
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 and 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 $29,715 (approximately 37.4%) from $79,510 during the
three months ended April 30, 1997 to $109,225 during the three months ended
April 30, 1998. Management believes that this increase in mine expenses was due
primarily to an increase in labor costs, equipment, and supplies.
Selling, general and administrative expenses decreased by $35,261 (approximately
27.1%) from $130,307 during the three months ended April 30, 1997 to $95,046
during the three months ended April 30, 1998. Management believes that this
decrease in selling, general and administrative expenses was due primarily to a
decrease in financial costs.
As a result of mine expense increases, and a decrease in the cost of selling and
administration, the net loss decreased by $5,527 from $211,203 during the three
months ended April 30, 1997 to $205,676 during the three months ended April 30,
1998.
During the 3 months ended April 30, 1998, the Company completed the 729 drift
and commenced the connecting raise between the 7th and 5th levels. The raise
project is proceeding slowly due to the instability of the rock walls and the
danger posed to the men.
(8)
<PAGE>
Sampling and assaying of veins in the 729 drift provided evidence of the
northward continuation of B-Zone mineralization where, high grade gold was
encountered at locations T-1 and T-2. The 7th to 5th level raise is considered
to be the last phase of the operation prior to commercial operations.
Liquidity and Capital Resources
As of April 30, 1998, the Company had a working capital deficiency of $55,347
defined as current assets less current liabilities) which represents a net
decrease in working capital of $42,729 from January 31, 1998. As was explained
in the Company's 10KSB, 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.
(9)
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
During the quarter ended April 30, 1998, 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 February 1998, the Company
sold an aggregate of 116,794 shares to 9 individuals for an aggregate $50,166
and issued 71,428 shares to one individual for expenses of $25,000. In March
1998, the Company sold an aggregate of 117,945 shares of 10 individuals for an
aggregate of $42,000 In April 1998, the Company sold an aggregate of 140,462
shares to 8 individuals for an aggregate of $44,360.
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
(10)
<PAGE>
FORM 10-QSB
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: June 15, 1998
(11)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-START> AUG-01-1997
<PERIOD-END> APR-30-1998
<CASH> 16,785
<SECURITIES> 0
<RECEIVABLES> 2,640
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 19,774
<PP&E> 1,705,651
<DEPRECIATION> 348,736
<TOTAL-ASSETS> 1,391,356
<CURRENT-LIABILITIES> 75,121
<BONDS> 0
0
0
<COMMON> 16,078
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,391,356
<SALES> 0
<TOTAL-REVENUES> 630
<CGS> 0
<TOTAL-COSTS> 339,777
<OTHER-EXPENSES> 292,675
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (631,822)
<INCOME-TAX> 1,204
<INCOME-CONTINUING> (633,026)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (633,026)
<EPS-PRIMARY> (0.04)
<EPS-DILUTED> 0
</TABLE>
