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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-KSB
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[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: October 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Commission File Number: 033-18437-LA
PRECIOUS METALS MINES, INC.
Incorporated pursuant to the laws of the state of Nevada
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IRS Employer Identification No. - 88-0230400
15th Floor, 640 5th Ave., New York City, NY 10019
(212) 262-5786
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock (Par Value $0.01 per share)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosures will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.[X]
Registrant's revenues for the year ended October 31, 1999 were $0.
The aggregate market value of the voting stock held by non-affiliates of
the Registrant, based upon the average bid and ask price of the Common Stock on
_________, 199__ as reported on The Nasdaq Bulletin Board Electronic Trading
System was $------------- .
The Company had 4,165,705 shares of common stock outstanding at October 31,
1999.
Transitional small business disclosure format. Yes [ ] No [X]
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<PAGE>
TABLE OF CONTENTS
PART I.
Item 1. Description of Business..........................................4
Item 2. Description of Property..........................................4
Item 3. Legal Proceedings................................................4
Item 4. Submission of Matters to a Vote of Security Holders..............4
PART II.
Item 5. Market for Common Equity and Related Stockholder Matters.........5
Item 6. Management's Discussion and Analysis of Financial Condition
and Results of Operations.......................................5
Item 7. Financial Statements.............................................6
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure........................................6
PART III.
Item 9. Directors and Executive Officers, Compliance with Section 16(a)
of the Exchange Act.............................................7
Item 10. Executive Compensation...........................................8
Item 11. Security Ownership of Certain Beneficial Owners and Management...8
Item 12. Certain Relationships and Related Transactions...................8
PART IV.
Item 13. Exhibits and Reports on Form 8-K.................................9
Signature Page............................................................10
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<PAGE>
PART I
Item 1. Description of Business
The Company was organized in Nevada on April 30, 1987, to explore and develop
mineral deposits on the Nel property at Nelson, Nevada, and to acquire other
properties worthy of exploration. After its formation, the Company's various
mineral exploration and development ventures were pursued, but ultimately
abandoned. From the time of its formation through November, 1992, the Company
was the sole owner of two mining properties, the Nel, located at Nelson, Nevada,
and the Kadex at Philipsburg, Montana. Ata a special meeting of stockholders
held on August 24, 1993, 95.02% of the shares represented at the meeting
unanimously voted to transfer title of the properties to two separate newly
formed companies so that financing the development of the properties could be
done separately. The Nel property was sold to the newly formed Nelloro
Corporation for 960,800 Nelloro shares and the Kadex property was transferred to
Cadgie Co. for the same amount of Cadgie shares. The shares received by the
parent, Precious Metal Mines, Inc., were then spun-off to its stockholders of
record, August 31, 1993, share for share.
On April 30, 1994, Andrew W. Berney, Raymond Girard and Gary C. Vesperman were
elected to the board of directors of the Company by the shareholders. Each of
Messrs. Berney, Girard and Vesperman resigned as directors of the Company
effective March 21, 1995. The Company's current directors are Mr. Francis J.
Joslin, John Webster, and John L. Beckett. At present, the Company's operations
are dormant and it is pursuing acquisition opportunities in the exploration and
development of mineral deposits.
Item 2. Description of Property
As discussed above under "Business," the Company has disposed of all its
properties and presently has no property holdings.
Item 3. Legal Proceedings
The only legal matter involving or known to the registrant is as follows:
On or about May, 1998, a complaint against the company was filed in the Ninth
Judicial District Court, Douglas County, Nevada, case number 98-CV-0111,
entitled SCORPIO INVESTMENTS, INC., a Nevada corporation, Plaintiff, vs.
PRECIOUS METAL MINES, INC., a Nevada corporation, and DOES 1 through 20,
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Defendants. Plaintiff claims to be a shareholder owning 400 shares of the common
stock of Precious Metal Mines, Inc. The allegations of Plaintiff against
Defendants, are: that pursuant to Nevada Revised Statutes, section 78.347, the
Company's duly elected officers and directors failed to elect a board of
directors and failed to file an annual list of officers and directors, and that
the officers and directors have abandoned the business of the company. Plaintiff
prays for the court to appoint a custodian for the purpose of carrying on the
business of the corporation and electing a board of directors, and that the
court grant damages in excess of ten thousand dollars, court costs and attorney
fees. On or about July 22, 1998, a default judgment was entered against
Defendant and in favor of Plaintiff, appointing one Ryan Barnard of Executive
Business Service as custodian until a board of directors of the corporation can
be regularly elected. The Company only became aware of the above proceedings in
September of 1998 and promptly took steps to retain legal counsel in Nevada to
set aside the default judgment on the grounds that Plaintiff's counsel had
served the summons and complaint on the Company's prior resident agent, and that
the Company had a new resident agent of record at the time Plaintiff's suit was
filed. The court granted Defendant's petition and the default judgment was set
aside. Registrant believes Plaintiff's suit was sham, not brought in good faith,
and was an opportunistic attempt by Plaintiffs to steal control of the Company
by a purported technical default. The Company is now in good standing in the
state of Nevada. From a review of the certified shareholder list supplied by the
Company's transfer agent, Plaintiff Scorpio is not now, nor was it at the time
of the filing of its complaint, nor has it ever been a shareholder of the
Company. Counsel for the Company believes the matter will either be dismissed or
resolved in favor of the Company without any material or substantial costs. As
of this filing, the matter is still pending disposition.
Item 4. Submission of Matters to a Vote of Security Holders:
None.
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PART II
Item 5. Market for Common Equity and Related Stockholder Matters
The Company's shares of Common Stock are traded on the Over The Counter Market
under the symbol "PCMM." Since during the subject filing period there was
minimal trading activity in the registrant's shares, the Company does not have
any readily available data as to the range of the average bid and asked
quotations for its shares of Common Stock.
As of October 31, 1999, there were 86 Holders of record of the Common Stock.
Dividends. During the year ended October 31, 1999, the Company did not declare
or pay cash dividends. The Company has no history of declaring and paying cash
dividends to its common stockholders and has no intention of declaring such
dividends into the foreseeable future.
Item 6. Management's Discussion and Analysis or Plan of Operations
Statement of Operations
For the fiscal year ending October 31, 1999, administrative expenses increased
from the fiscal year ending October 31, 1998, due to legal, accounting, and
transfer agent fees.
Liquidity and Capital Resources
The Company has no available sources of capital and no cash accounts.
Item 7. Financial Statements and Selected Supplementary Data:
Information with respect to this item is contained in the financial statements
appearing on Item 13 of this Report. Such information is incorporated herein by
reference.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure:
None.
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PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons:
The executive officers and directors of the Company are as follows:
Name Age Position
- ----------- --------- ---------------
Francis J. Joslin 53 Director, President,
Treasurer, Chief
Financial Officer
John L. Beckett 50 Director
John Webster 39 Director
Francis J. Joslin
Mr. Joslin grew up in Australia after his family emigrated from England in 1949;
he is now an Australian citizen and resident.
After completeing his primary and secondary education, he gained his
qualification as a chartered accountant and was admitted as a member of The
Institute of Chartered Accountants in Australia in 1971. At that time he
commenced private practice as an accountant on his own, specializing in income
tax matters; he developed the practice over the next twelve years, at which time
he began to concentrate on a variety of commercial activities.
Since 1980, Mr. Joslin has been involved in a number of businesses, including
tin mining ventures in Queensland and substantial investment in gold mining
companies in Australia. In 1982 he acquired one of Australia's best known
horticultural names, and after a period of restructuring, successfully listed
the company on the Australian Stock Exchange.
In 1984 he acquired a food business which trebled in size during his ownership;
this business was sold in 1992 and since then Mr. Joslin has concentrated on
resource based opportunities which have led to involvement in the listing on the
Australian Stock Exchange of two projects, the present restructure of another
public mining company structure and direct involvement in gold mining activities
in Papua, New Guinea.
John L. Beckett
John Beckett was educated at the King's School, Canterbury and Sheffield
University. He has been involved in the investment sector for a number of years,
of which during the last six years he has been running his own financial
planning practice dealing mainly with corporate clients. Mr. Beckett is a
director of a consultancy company which provides strong links with City
institutions.
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John Webster
From 1994 to 1995, Mr. Webster was a director of Operations of the Comonwealth
and British Minerals Plc. From 1993 to 1994, Mr. Webster was vice president of
Operations at J.D. Welsh & Associates. From 1991 to 1993, Mr. Webster was
General Manager of American Resources Corporation. From 1989 to 1991, Mr.
Webster was Project Manager at Red Rock Mining (USA) Inc.
Mr. Webster received his Dip. C.S.M. from the Camborne School of Mines in 1980
and his Western Australian Unrestricted Quarry Managers certificate in 1984. He
is also a member of the Australian Institute of Mining and Metallurgy, the
Society of Mining Engineers A.I.M.E. and the Society of Explosive Engineering.
Item 10. Executive Compensation:
No compensation was paid to any of the officers or directors of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management:
Insofar as the Company is aware, there are no individuals or groups who own more
than 5% of any class of the company's securities.
Following are all of the Officers and Directors of the Company who are
benenficial owners of the Company's securities:
Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class
- -------------- ----------------------- -------------------- --------
Common Stock Francis J. Joslin 50,000 1.2
15th Floor, 640 5th Ave.
New York, NY 10019
Item 12. Certain Relationships and Related Transactions:
None.
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PART IV
Item 13. Exhibits, Financial Statement, Schedules and Reports on Form 8-K:
(a) Exhibits
See exhibit index included elsewhere in this filing.
(b) Reports on Form 8-K.
The Company did not file any reports on Form 8-K during the year ending October
31, 1999.
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SIGNATURES
In compliance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PRECIOUS METAL MINES, INC. Dated: March 17, 2000
by: /s/ Francis J. Joslin
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Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No. Description
- ----------- -----------
FS Audited financial statements of Precious Metal Mines,
Inc., for the year ended October 31, 1999
3.1 Articles of Incorporation of Precious Metal Mines, Inc.,
incorprated by reference to Form 10-KSB for the year ended
October 31, 1996
3.2 By-laws of Precious Metal Mines, Inc., incorporated by
reference to Form 10-KSB for the year ended October 31, 1996
27 Financial Data Schedule
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BARRY L. FRIEDMAN, PC.
Certified Public Accountant
1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO.(702) 896-0278
INDEPENDENT AUDITORS' REPORT
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Board Of Directors March 2, 2000
Precious Metals Mines, Inc.
London, England
I have audited the accompanying Balance Sheets of Honor One Corporation,
(Formerly Sierra Gold Development Corp.), (A Development Stage Company), as of
October 31, 1999, October 31, 1998, and October 31, 1997, and the related
statements of operations, stockholders, equity and cash flows for the three
years ended October 31, 1999, October 31, 1998, and October 31, 1997. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Honor One Corporation,
(Formerly Sierra Gold Development Corp.), (A Development Stage Company), as of
December 31, 1998, December 31, 1997, and December 31, 1996, and the results of
its operations and cash flows for the three years ended December 31, 1998,
December 31, 1997, and December 31, 1996, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #3 to the
financial statements, the Company has no established source of revenue. This
raises substantial doubt about its ability to continue as a going concern.
Management's plan in regard to these matters are also described in Note #3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty. /S/Barry L. Friedman Certified Public Accountant
/s/ Barry L. Friedman
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Certified Public Accountant
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<PAGE>
PRECIOUS METALS MINES, INC.
(A Development Stage Company)
BALANCE SHEET
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ASSETS
------
OCT. 31, 1999 OCT. 31, 1998
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CURRENT ASSETS
Notes Receivable............................ $ 20,750 $ 20,750
------------ ------------
TOTAL CURRENT ASSETS $ 20,750 $ 20,750
OTHER ASSETS .................................. $ -- $ --
------------ ------------
TOTAL ASSETS ........................... $ 20,750 $ 20,750
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Stockholders Advances (Note 6) ............. $ 15,000 $ 15,000
Accounts Payable ........................... $ 64,836 $ 43,986
------------ ------------
TOTAL CURRENT LIABILITIES 79.836 58,986
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STOCKHOLDERS' EQUITY
Common Stock, $0.01 par value;
authorized 50,000,000 shares,
issued and outstanding at
October 31, 1998 - 4,165,705 shares ........$ 41,657 $ 41,657
Additional paid-in capital .................. 128,833 128,833
Deficit accumulated during
the development stage ...................... (229,576) (208,726)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY ............. (59,086) (38,236)
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY........................$ 20,750 $ (20,750)
============ ============
The accompanying notes are an integral part of these financial statements.
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PRECIOUS METALS MINES, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
-----------------------
YEAR ENDED YEAR ENDED
OCT. 31, 1999 OCT. 31, 1998
------------- -------------
INCOME
Revenue ............................... $ -- $ --
------------- -------------
TOTAL INCOME ....................... $ -- $ --
------------- -------------
EXPENSES
General and Administrative ............ $ 20,850 $ 18,070
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TOTAL EXPENSES ..................... $ 20,850 $ 18,070
------------- -------------
NET PROFIT (LOSS) $ (20,850) $ (18,070)
============= =============
NET PROFIT OR LOSS PER SHARE $ (.0050) $ (.0043)
============= =============
AVERAGE NUMBER OF SHARES
OF COMMON OUTSTANDING 4,165,705 4,165,705
============= =============
The accompanying notes are an integral part of these financial statements.
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PRECIOUS METALS MINES, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
---------------------------------
<TABLE>
<CAPTION>
Common Stock Additional
------------ Paid-in Accumulated
Shares Amount Capital Deficit
------------ ------------- ------------- ------------
<S> <C> <C> <C> <C>
Balance October 31, 1996 1,665,705 $ 16,657 $ 128,833 $ (165,505)
December 18, 1996
issued for cash 2,50,.000 25,000 -- --
Net loss year ended
October 31, 1997 -- -- -- (35,151)
----------- ------------ ----------- ------------
Balance October 31, 1997 4,165,705 $ 41,657 $ 128,833 $ (190,656)
----------- ------------ ----------- ------------
Net loss year ended
October 31, 1998 -- -- -- (18,070)
----------- ------------ ----------- -----------
Balance october 31, 1998 4,165,705 $ 41,657 $ 128,833 $ (208,726)
----------- ----------- ----------- -----------
Net loss year ended
October 31, 1999 -- -- -- $ (20,850)
----------- ----------- ----------- -----------
BALANCE OCTOBER 31, 1999 4,165,705 $ 41,657 $ 128,833 $ (229,576)
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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PRECIOUS METALS MINES, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
-----------------------
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
OCT. 31, 1999 OCT. 31, 1998
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss ........................................ $ (20,850) $ (18,070)
Adjustment to reconcile net loss
to net cash provided by operating activities .. -- --
CHANGES IN ASSETS AND LIABILITIES
Increase in Notes Receivable .................... -- 15,000
Accounts Payable ................................ 20,850 3,070
----------- -------------
NET CASH USED IN OPERATING ACTIVITIES $ -- $ --
CASH FLOWS FROM INVESTING ACTIVITIES -- --
CASH FLOWS FROM ISSUANCE OF COMMON STOCK -- --
----------- -------------
NET INCREASE (DECREASE) IN CASH -- --
CASH, BEGINNING OF PERIOD -- $ --
----------- -------------
CASH, END OF PERIOD $ -- $ --
=========== =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
PRECIOUS METALS MINES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
October 31, 1999, October 31, 1998, and October 31, 1997
NOTE 1 - HISTORY AND ORGANZIATION OF THE COMPANY
The Company was organized August 10, 1987, under the laws of the State of
Nevada, as Precious Metal Mines, Inc. The Company currently has no operations
and, in accordance with SFAS #7, is considered a development stage company.
On August 10, 1987, the Company issued 130,000 shares of its $.01 par value
common stock for $1,300.
On August 10, 1987, the Company issued 750,000 shares of its $.01 par value
common stock for the Nel Property, a precious metals mining property. On August
31, 1993, a new company (Nelloro Corporation) was formed to acquire the Nel
Property. Nelloro Corporation paid Precious Metal Mines in its common stock
which shares were then spun-off to Precious Metal Mines stockholders.
On September 6, 1993, the Company completed a public offering. The Company sold
80,800 shares of common stock at a price of $1.25 per share for a total amount
raised of $101,000.
On April 4, 1994, the Company reverse split its common stock 1:3, thus reducing
the number of outstanding common stock shares from 960,800 shares to 320,257
shares.
On May 13, 1994, the Company issued 91,000 shares of its $.01 par value common
stock for services, for no consideration.
On August 7, 1994, the Company forward split its common stock 3:1, thus
increasing the number of outstanding common stock shares from 411,267 shares to
1,233,800 shares.
On August 26, 1994, the State of Nevada approved the Company's restated Articles
of Incorporation, which increased its capitalization from 7,500,000 common
shares to 50,000,000 common shares. The par value remained unchanged at $.01.
On August 12, 1996, the Company issued 431,905 shares of its $.01 par value
common stock for $43, 190.
On December 18, 1996, the Company issued 2,500,000 shares of its $.01 par value
common stock for $25,000.
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PRECIOUS METALS MINES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (continued)
-----------------------------------------
October 31, 1999, October 31, 1998, and October 31, 1997
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as follows:
1. The company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average number of
shares of common stock outstanding.
3. The company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek additional capital
through a merger with an existing operating company.
NOTE 4 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real or personal property. The officers
and directors of the Company are involved in other business activities and may,
in the future, become involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face a conflict of
interest in selecting between the Company and their other business interests.
The Company has not formulated a policy for the resolution of such conflicts.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire additional shares of the
common stock.
NOTE 6 - STOCKHOLDERS ADVANCES
While the Company is seeking additional capital through a merger with an
existing operating company, an officer of the Company has advanced funds on
behalf of the Company to pay for costs incurred by it. These funds are interest
free.
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<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000825999
<NAME> Precious Metal Mines, Inc.
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-START> NOV-01-1998
<PERIOD-END> OCT-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 20,750
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 20,750
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 20,750
<CURRENT-LIABILITIES> 79,836
<BONDS> 0
0
0
<COMMON> 41,657
<OTHER-SE> 128,833
<TOTAL-LIABILITY-AND-EQUITY> 20,750
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 20,850
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (20,850)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (20,850)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)
</TABLE>
