<PAGE> 1
___________________________________________________________________
___________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: December 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM:
__________________________________
Commission File Number: 0-17048
__________________________________
GRAND CENTRAL SILVER MINES, INC.
(Exact name of registrant as specified in its charter)
UTAH 87-0429204
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
1010 IRONWOOD DRIVE
SUITE 105
COEUR D'ALENE, IDAHO 83814
(Address of Principal Executive Offices, including Zip Code)
(208) 769-7340
(Registrant's telephone number, including area code)
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 such filing requirements for the past 90 days.
Yes [ x ] No [ ]
The number of shares outstanding at December 31, 1998: 11,058,403
shares
____________________________________________________________________
____________________________________________________________________
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS OF GRAND CENTRAL SILVER MINES, INC.
(Hereinafter referred to as Registrant or Company)
Consolidated financial statements, and an accompanying independent
accountants' report, are filed as part of this Quarterly Report. In
management's opinion, these financial statements present fairly in all
material respects Registrant's financial condition and changes in
condition as of December 31, 1998 and September 30, 1998, and the
results of operations, stockholders' equity and cash flows for the
three months ended December 31, 1998, 1997, 1996, in conformance with
generally accepted accounting principles.
The accompanying financial statements consolidate the financial
statements of Grand Central Silver Mines, Inc. and its subsidiaries.
All significant intercompany accounts and transactions have been
eliminated.
As discussed in greater detail under Item 2 below, a substantial
portion of Registrant's assets consist of investments in mineral
properties for which additional exploration is required to determine if
they contain ore reserves that are economically recoverable. The
realization of these investments is contingent to large extent upon the
success of Registrant's property transactions as a whole, the existence
of economically recoverable reserves, the ability of the Company to
obtain financing or make other arrangements for development, and upon
future profitable production. Accordingly, the accompanying financial
statements make no provision for any asset impairment or other
adjustment that might result from the outcome of this uncertainty.
GRAND CENTRAL SILVER MINES, INC.
FINANCIAL STATEMENTS
December 31, and September 30, 1998
C O N T E N T S
Accountant's Review Report . . . . . . F-1
Balance Sheets . . . . . . . . F2-F3
Statements of Operations . . . . . . F-4
Statements of Stockholders' Equity . . . . . F5-F7
Statements of Cash Flows . . . . . . F8-F9
Notes to the Financial Statements . . . . . F10-F22
<PAGE> 3
The Board of Directors
Grand Central Silver Mines, Inc.
Spokane, Washington
ACCOUNTANT'S REVIEW REPORT
We have reviewed the accompanying balance sheet of Grand Central Silver
Mines, Inc. (a development stage company) as of December 31, 1998, and
the related statements of operations, stockholders' equity, and cash
flows for the three months ended December 31, 1998. The review was
conducted in accordance with Statements on Standards for Accounting and
Review Services issued by the American Institute of Certified Public
Accountants. All information included in these financial statements is
the representation of the management of Grand Central Silver Mines,
Inc.
A review consists principally of inquiries of Company personnel and
analytical procedures applied to financial data. It is substantially
less in scope than an audit in accordance with generally accepted
auditing standards, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the accompanying financial statements in order
for them to be in conformity with generally accepted accounting
principles.
The balance sheet for the year ended September 30, 1998 was audited by
us and we expressed an unqualified opinion on it in our report dated
January 12, 1999. We have not performed any auditing procedures since
that date.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in the last
note to the financial statements, the Company's significant operating
losses raise substantial doubt about its ability to continue as a going
concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
February 8, 1999
<PAGE> 4
GRAND CENTRAL SILVER MINES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, September 30,
1998 1998
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 57,679 $ 16,926
Prepaid mining leases
and expenses 14,000 16,515
Marketable securities 113,784 113,784
----------- -----------
Total Current Assets 185,463 147,225
----------- -----------
MINERAL PROPERTIES 5,875,046 5,875,046
----------- -----------
INVESTMENTS 1,180,643 1,330,643
----------- -----------
PROPERTY AND EQUIPMENT
Construction in progress 53,026 53,026
Furniture and office
equipment 269,389 269,389
Field equipment 400,266 400,266
Leasehold improvements 7,517 7,517
Vehicles 82,652 82,652
Leased automobiles and
equipment 66,620 66,620
Less-accumulated depreciation
and amortization (646,251) (623,222)
----------- -----------
Total Property and Equipment 233,219 256,248
----------- -----------
OTHER ASSETS 6,790 6,790
----------- -----------
TOTAL ASSETS $ 7,481,161 $ 7,615,952
=========== ===========
</TABLE>
The accompany notes are an integral part of these consolidated
financial statements.
F-2
<PAGE> 5
GRAND CENTRAL SILVER MINES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, September 30,
1998 1998
(Unaudited) (Audited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 234,423 $ 1,918,810
Accrued expenses 14,130 14,298
Payable to related party 3,192 -
Advances from shareholder 7,988 1,500
Accrued interest 44,163 37,106
Notes payable - current portion 171,004 171,004
Notes payable - related party 355,000 350,000
Leases payable - current portion 13,022 12,759
----------- -----------
TOTAL CURRENT LIABILITIES 842,922 2,505,477
----------- -----------
LONG-TERM DEBT
Leases payable 8,879 9,142
----------- -----------
TOTAL LIABILITIES 851,801 2,514,619
----------- -----------
MINORITY INTEREST IN
CONSOLIDATED SUBSIDIARIES 13,968 13,968
----------- -----------
COMMITMENTS AND CONTINGENCIES - -
----------- -----------
STOCKHOLDERS' EQUITY
Common stock, $0.01 par value;
40,000,000 shares authorized,
11,058,403 and 8,060,868 shares
issued and outstanding,
respectively 110,584 80,609
Additional paid-in capital 33,336,251 31,408,493
Accumulated deficit (26,319,943) (25,890,238)
Receivable related to sale
of common stock (511,500) (511,500)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 6,615,392 5,087,364
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 7,481,161 $ 7,615,951
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
F-3
<PAGE> 6
GRAND CENTRAL SILVER MINES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
(Unaudited)
Three months ended
December 31,
1998 1997 1996
<S> <C> <C> <C>
REVENUES
Operating revenue $ - $ - $ -
---------- ---------- ----------
Total Revenues - - -
---------- ---------- ----------
OPERATING COSTS
General and administrative 342,048 278,932 432,522
Mineral leases 61,450 26,127 76,531
Depreciation and amortization 23,150 43,323 40,528
---------- ---------- ----------
Total Operating Costs 426,648 348,382 549,581
---------- ---------- ----------
LOSS FROM OPERATIONS (426,648) (348,382) (549,581)
---------- ---------- ----------
OTHER INCOME (EXPENSE)
Interest and other income 4,000 13,956 2,155
Interest expense (7,057) (6,186) (4,052)
Gain (loss) from disposition
of assets - 6,000 12,433
---------- ---------- ----------
Total Other Income (Expense) (3,057) 13,770 10,536
---------- ---------- ----------
NET LOSS BEFORE MINORITY INTEREST (429,705) (334,612) (539,045)
MINORITY INTERESTS IN LOSS
OF CONSOLIDATED SUBSIDIARIES - - -
---------- ---------- ----------
NET LOSS $ (429,705) $ (334,612) $ (539,045)
========== ========== ==========
NET LOSS PER COMMON SHARE $ (0.04) $ (0.01) $ (0.02)
========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 10,195,563 33,694,972 26,638,590
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of this consolidated
financial statements.
F-4
<PAGE> 7
GRAND CENTRAL SILVER MINES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>
Additional
Common Stock Paid-in
Shares Amount Capital
<S> <C> <C> <C>
Balance
September 30, 1997 30,575,796 $ 305,758 $21,871,474
Issuance of shares for
mineral properties at
$0.30 per share 5,000,000 50,000 1,450,000
Issuance of shares to
employees, officers and
consultants for services
at prices ranging from
$0.10 to $0.38 574,133 5,741 124,100
Issuance of shares to
officers and directors
at $0.17 per share 450,000 4,500 72,000
Issuance of shares for cash
at prices ranging from
$0.15 to $0.30 per share 254,219 2,542 41,346
Issuance of shares in lieu of
debt at prices ranging from
$0.15 to $0.19 per share 470,000 4,700 70,245
Issuance of shares to
employees, officers and
consultants for services
at prices ranging from
$0.15 to $0.25 per share 272,550 2,726 49,544
Issuance of shares for cash
at prices ranging from
$0.13 to $0.19 per share 57,200 572 8,741
Reverse stock split (33,888,508) (338,885) 338,885
Issuance of shares due to
round up following reverse
stock split 27 - -
Issuance of shares for
minerals joint venture
interest at $1.94
per share 735,000 7,350 1,418,550
Issuance of shares for cash
at prices ranging from
$1.00 to $2.25 per share 191,000 1,910 221,140
---------- --------- -----------
Balance forward 4,691,417 $ 46,914 $25,666,025
---------- --------- -----------
The accompanying notes are an integral part of these consolidated
financial statements.
F-5a
<PAGE> 8
GRAND CENTRAL SILVER MINES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
Receivable
Related
Accumulated To Sale of
Deficit Common Stock
<S> <C> <C>
Balance
September 30, 1997 $ (12,314,383) $ (11,500)
Issuance of shares for
mineral properties at
$0.30 per share - -
Issuance of shares to
employees, officers and
consultants for services
at prices ranging from
$0.10 to $0.38 - -
Issuance of shares to
officers and directors
at $0.17 per share - -
Issuance of shares for cash
at prices ranging from
$0.15 to $0.30 per share - -
Issuance of shares in lieu of
debt at prices ranging from
$0.15 to $0.19 per share - -
Issuance of shares to
employees, officers and
consultants for services
at prices ranging from
$0.15 to $0.25 per share - -
Issuance of shares for cash
at prices ranging from
$0.13 to $0.19 per share - -
Reverse stock split - -
Issuance of shares due to
round up following reverse
stock split - -
Issuance of shares for
minerals joint venture
interest at $1.94 per share - -
Issuance of shares for cash
at prices ranging from
$1.00 to $2.25 per share - -
------------- ---------
Balance forward $ (12,314,383) $ (11,500)
------------- ---------
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
F-5b
<PAGE> 9
GRAND CENTRAL SILVER MINES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Additional
Common Stock Paid-in
Shares Amount Capital
<S> <C> <C> <C>
Balance forward 4,691,417 $ 46,914 $ 25,666,025
Issuance for investment in
San Miguel Mining Company
at $2.94 per share 382,500 3,825 1,120,725
Issuance of shares for
subscription receivable
at $1.25 per share 900,000 9,000 1,116,000
Issuance of shares to
employees and consultants
for services at prices
ranging from $2.19 to
$2.56 per share 79,600 796 184,630
Issuance of shares for
investment in Summit
Silver Mines Stock at
$2.50 per share 10,000 100 24,900
Issuance of shares for cash
at $2.02 per share 12,500 125 25,125
Issuance of shares for
mineral properties at
$1.75 per share 940,000 9,400 1,635,600
Issuance of shares for
conversion of bridge loan
debt at $0.75 per share 271,051 2,711 200,576
Issuance of shares for
late issuance of form SB2
at $2.00 per share 25,000 250 49,750
Issuance of shares to
employees, officers, and
consultants for services
at prices ranging from
$0.75 to $1.75 per share 91,300 913 590,737
Issuance of shares for cash
at prices ranging from
$1.00 to $1.81 per share 197,500 1,975 316,525
--------- -------- ------------
Balance forward 7,600,868 $ 76,009 $ 30,930,593
--------- -------- ------------
The accompany notes are an integral part of these consolidated
financial statements.
F-6a
<PAGE> 10
GRAND CENTRAL SILVER MINES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Receivable
Related
Accumulated To Sale of
Deficit Common Stock
<S> <C> <C>
Balance forward $ (12,314,383) $ (11,500)
Issuance for investment in
San Miguel Mining Company
at $2.94 per share - -
Issuance of shares for
subscription receivable
at $1.25 per share - (1,125,000)
Issuance of shares to
employees and consultants
for services at prices
ranging from $2.19 to
$2.56 per share - -
Issuance of shares for
investment in Summit
Silver Mines Stock at
$2.50 per share - -
Issuance of shares for cash
at $2.02 per share - -
Issuance of shares for
mineral properties at
$1.75 per share - -
Issuance of shares for
conversion of bridge loan
debt at $0.75 per share - -
Issuance of shares for
late issuance of form SB2
at $2.00 per share - -
Issuance of shares to
employees, officers, and
consultants for services
at prices ranging from
$0.75 to $1.75 per share - -
Issuance of shares for cash
at prices ranging from
$1.00 to $1.81 per share - -
------------- ------------
Balance forward $ (12,314,383) $ (1,136,500)
------------- ------------
</TABLE>
The accompany notes are an integral part of these consolidated
financial statements.
F-6b
<PAGE> 11
GRAND CENTRAL SILVER MINES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Additional
Common Stock Paid-in
Shares Amount Capital
<S> <C> <C> <C>
Balance forward 7,600,868 $ 76,009 $ 30,930,593
Issuance of shares for
outstanding debt at
$1.00 per share 50,000 500 49,500
Payments received for
stock subscription
receivable - - -
Issuance of shares for
acquisition of mineral
properties at prices
ranging from $1.00 to $1.75
per share 380,000 3,800 398,700
Issuance of shares for services
at $1.00 per share 30,000 300 29,700
Net loss for the year ended
September 30, 1998 - - -
---------- --------- ------------
Balance, 09/30/98 8,060,868 80,609 31,408,493
Issuance of shares to
employees, officers, and
consultants for services
at prices ranging from
$0.25 to $0.63 per
share 687,535 6,875 272,390
Issuance of shares in
payment of accounts
payable for acquisition
of mineral property
at $0.73 per share 2,310,000 23,100 1,657,125
Stock issuance costs - - (1,757)
Net loss for the quarter ended
December 31, 1998 - - -
---------- --------- ------------
Balance, 12/31/98 11,058,403 $ 110,584 $ 33,336,251
========== ========= ============
The accompanying notes are an integral part of these financial
statements.
F-7a
<PAGE> 12
GRAND CENTRAL SILVER MINES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Receivable
Related
Accumulated To Sale of
Deficit Common Stock
<S> <C> <C>
Balance forward $ (12,314,383) $ (1,136,500)
Issuance of shares for
outstanding debt at
$1.00 per share - -
Payments received for
stock subscription
receivable - (625,000)
Issuance of shares for
acquisition of mineral
properties at prices
ranging from $1.00 to $1.75
per share - -
Issuance of shares for services
at $1.00 per share - -
Net loss for the year ended
September 30, 1998 (13,575,855) -
------------- ------------
Balance, 09/30/98 (25,890,238) (511,500)
Issuance of shares to
employees, officers, and
consultants for services
at prices ranging from
$0.25 to $0.63 per share - -
Issuance of shares in payment
of accounts payable for
acquisition of mineral property
at $0.73 per share - -
Stock issuance costs - -
Net loss for the quarter ended
December 31, 1998 (429,700) -
------------- ------------
Balance, 12/31/98 $ (26,319,943) $ (511,500)
============= ============
</TABLE>
The accompanying notes are an integral part of these financial
statements.
F-7b
<PAGE> 13
GRAND CENTRAL SILVER MINES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
(Unaudited)
For the Three Months Ended
December 31,
1998 1997 1996
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (429,705) $ (334,612) $ (539,045)
Adjustments to reconcile net income
(loss) to net cash used in operating
activities:
Depreciation and amortization 23,150 43,323 40,528
Compensation and other expenses
paid through issuance of
common stock 279,265 206,341 246,445
Changes in assets and liabilities
net of effect of acquisitions:
Accounts receivable -
related parties - 20,214 24,464
Prepaid mining leases 2,515 14,326 (40,614)
Other assets - 12,250 -
Accounts payable and related
party payables (6,041) 58,496 101,259
Accrued interest 7,057 (7,318) (22,241)
Payable to related party 3,192 - -
Accrued expenses (168) - -
---------- ---------- ----------
Net Cash (Used) by Operating
Activities (120,735) 13,020 (189,204)
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of investments 150,000 - -
Purchase of property
and equipment - (755) (40,674)
Acquisition and exploration of
mineral properties - (38,021) (271,919)
---------- ---------- ----------
Net Cash Provided (Used)
by Investing Activities $ 150,000 $ (38,776) $ (312,593)
---------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
F-8
<PAGE> 14
GRAND CENTRAL SILVER MINES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
(Unaudited)
For the Three Months Ended
December 31,
1998 1997 1996
<S> <C> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash $ - $ 43,888 $ 523,000
Proceeds on leases payable - (14,400) (10,313)
Payments on leases payable - - (50,393)
Proceeds on notes payable 5,000 - -
Advances from shareholder 6,400 - -
-------- -------- ---------
Net Cash Provided by Financing
Activities 11,488 29,488 462,294
-------- -------- ---------
NET INCREASE (DECREASE) IN CASH 40,753 3,732 (39,503)
CASH, BEGINNING OF PERIOD 16,926 30,080 133,556
-------- -------- ---------
CASH, END OF PERIOD $ 57,679 $ 33,812 $ 94,053
======== ======== =========
</TABLE>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes $ - $ - $ -
Interest $ - $ - $ -
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
During the quarter ended December 31, 1998, the Company issued
2,310,000 shares of common stock valued at $1,680,225 in settlements of
accounts payable incurred for the acquisition of mineral properties.
During the year ended September 30, 1998, the Company issued 7,055,000
shares of common stock valued at $6,293,308 for the acquisition of
mineral properties, issued 392,500 shares of common stock valued at
$1,149,550 for investments, and also issued 520,000 shares of common
stock valued at $124,945 in lieu of cash payments for outstanding debt.
During the year ended September 30, 1997, the Company issued 371,080
shares of common stock valued at $173,540 for the acquisition of
mineral properties and also issued 43,400 shares of common stock valued
at $440,000 in lieu of a cash payment on a note owed for the
acquisition of mineral properties.
The accompanying notes are an integral part of these consolidated
financial statements.
F-9
<PAGE> 16
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS
Centurion Mines Corporation was incorporated on June 21, 1984 under
the laws of the State of Utah. As of January 30, 1998, the Company
changed its name to Grand Central Silver Mines, Inc. Grand Central
and its subsidiaries (collectively the "Company") operate as a
mineral resource company actively engaged in the acquisition and
exploration of mineral properties containing gold, silver, copper and
other metals. The Company conducts its business as a "junior"
natural resource company, meaning that it intends to receive income
from property sales or joint ventures with larger companies.
A majority of the $5,875,046 of mineral properties included in the
accompanying consolidated balance sheet as of December 31, 1998 is
related to exploration properties. The Company has not determined
whether the exploration properties contain ore reserves that are
economically recoverable. The ultimate realization of the Company's
investment in exploration properties is dependant upon the success of
future property sales, the existence of economically recoverable
reserves, the ability of the Company to obtain financing or make
other arrangements for development and upon future profitable
production. The ultimate realization of the Company's investment in
exploration properties cannot be determined at this time and,
accordingly, no provision for any asset impairment that may result,
in the event the Company is not successful in developing or selling
these properties, has been made in the accompanying consolidated
financial statements. See Note 3.
The Company has incurred operating losses from inception to date and
as of December 31, 1998 has an accumulated deficit of $26,319,943.
During the quarter and year ended December 31 and September 30, 1998,
the Company lost $429,705 and $13,575,855 respectively. The
Company's cash was provided from the sale of its common stock. At
December 31, 1998, the Company had a negative working capital of
$657,459. The Company is seeking additional capital and management
believes its properties can ultimately be sold or developed to enable
the Company to continue its operations. However, there are inherent
uncertainties in mining operations and management cannot provide
assurances that it will be successful in this endeavor. Furthermore,
the Company has not realized any significant revenues from its
planned operations.
F-10
<PAGE> 17 GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements include the
accounts of Grand Central and its subsidiaries, Centurion Exploration
Incorporated ("CEI") and Dotson Exploration Company ("DEC"), wholly-
owned subsidiaries; Mammoth Mining Company ("MMC"), an 81.8 percent-
owned subsidiary until July 20, 1998; The Gold Chain Mining Company
("GCMN"), a 61.1 percent-owned subsidiary until July 20, 1998; and
Tintic Coalition Mines Corporation ("TCM"), an 80 percent-owned
subsidiary. All significant intercompany transactions and accounts
have been eliminated in consolidation.
Grand Central completely disposed of its interest in MMC and GCMN in
July 1998. For related information, see Notes 3, 4, and 10.
Accounting Method
The company's financial statements are prepared using the accrual
method of accounting. The Company has elected a September 30 year
end.
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity
of three months or less when purchased to be cash equivalents.
Mineral Properties
Costs of acquiring, exploring and developing mineral properties are
capitalized by project area. Costs to maintain the mining mineral
rights and leases are expensed as incurred. When a property reaches
the production stage, the related capitalized costs will be
amortized, using the units of production method on the basis of
periodic estimates of ore reserves. Mineral properties are assessed
at least annually to determine if a property has been disproved or
should be abandoned based on other economic factors. The assessment
is based on the Company's evaluation of the geological information
gathered on the property and management's evaluation of the property's
future expectation of profitability. Should a property be disproved
or abandoned, its capitalized costs are charged to operations. The
Company charges to operations the allocable portion of capitalized
costs attributable to properties sold. Capitalized costs are
allocated to properties sold based on the proportion of claims sold
to the remaining claims within the project area.
Property and Equipment
Property and equipment are recorded at cost. Major additions and
improvements are capitalized, while minor replacements, maintenance
and repairs that do not increase the useful life of the assets are
expensed as incurred.
F-11
<PAGE> 17
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Property and Equipment (Continued)
Depreciation of property and equipment is determined using the
straight-line method over the expected useful lives of the assets as
follows:
Description Useful Lives
Furniture and equipment 5 years
Field equipment 5 years
Leasehold improvements Life of lease
Vehicles 5 years
Capitalized Interest
Interest costs that relate to the acquisition and development of
mining properties that are not in production are capitalized.
Interest costs related to operations are expensed as incurred.
During the quarter ended December 31, 1998 and year ended September
30, 1998, the Company capitalized no interest cost to mineral
properties and expensed $7,057, $101,068 and $11,013, respectively.
Net Loss Per Common Share
Net loss per common share has been calculated based on the weighted
average number of shares of common stock outstanding during the
period. Common stock options and other common stock equivalents were
excluded from the calculation of the weighted average number of
shares outstanding since they were antidilutive. No material
dilution resulted from common stock equivalents outstanding for the
year ended September 30, 1998 or quarter ended December 31, 1998.
Stock Split
On February 4, 1998, the Company effected a 1 for 10 reverse stock
split of the Company's common shares.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
F-12
<PAGE> 18
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 3 MINERAL PROPERTIES
The following summarizes the Company's investments in significant
mineral properties as of December 31, and September 30, 1998 and
briefly describes the properties and activity related to each
property.
December 31, September 30,
Utah Properties
Beaver County (new) $ 1,675,225 $ 1,675,225
Colorado Properties 1,018,750 1,018,750
Arizona Properties 631,250 631,250
Idaho Properties
Sunset Mine 575,000 575,000
CDA Syndicate & Mullan 1,500,000 1,500,000
Other 474,821 474,821
----------- -----------
$ 5,875,046 $ 5,875,046
=========== ===========
Utah Properties
During the year ended September 30, 1998, the Company issued common
stock shares to acquire a group of patented mining claims under
common control in Beaver County, Utah while expending no funds on the
exploration of these properties.
In the second and third quarters of its fiscal year, the Company
recorded losses on impairment of assets by the writedown of
$7,000,000 of almost all mineral properties, acquired in prior years,
considered by management to have less value than their recorded cost.
In the last four months of its fiscal year, the Company negotiated
the sale of its OK Copper Mine area property to Nevada Star Resource
Corporation in exchange for Nevada Star common stock. Also in the
last few months of its fiscal year, the Company negotiated a
settlement with a former officer wherein this individual transferred
to the Company cash and stock in Grand Central in exchange for all of
the Company's stock in two subsidiaries, which together owned
$1,414,138 of mineral properties, primarily in the Tintic Districts.
See Note 4 and Note 10.
The Company's negotiations also resulted in the retention of both a
12% net profits interest in the property transferred to Nevada Star
and a 2% net smelter royalty interest on properties transferred to
its former employee.
F-13
<PAGE> 19
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 3 - MINERAL PROPERTIES (Continued)
Colorado Properties
In July 1998, the Company issued common stock to acquire mineral
rights on patented mining claims under common control in Teller
County, near the town of Cripple Creek, while expending no funds on
the exploration of these properties.
Arizona Properties
In connection with the acquisition of properties in Beaver County,
Utah and Teller County, Colorado, the Company issued common stock to
acquire mineral rights on four patented mining claims under common
control in Mohave County, Arizona. The Company has expended no funds
on the exploration of these properties.
Idaho Properties
In December 1997, the Company issued 5,000,000 shares of common stock
to acquire patented mining claims near the town of Wallace and
Mullan, Idaho.
In July 1998, the Company issued 350,000 shares of common stock to
acquire mineral rights on six patented mining claims commonly known
as the "Sunset Mine" in Shoshone County. To date, the Company has
expended no funds on the exploration of its Idaho properties.
Mexican Joint Venture
During the three months ended March 31, 1998, the Company issued
735,000 shares of common stock valued at $1,425,900 and a promissory
note for $350,000 to acquire an interest in a Mexican minerals joint
venture. Subsequent to year-end, management determined that it was
in the Company's best interest to withdraw from this venture.
Accordingly, the Company recorded a loss on its joint venture of
$1,775,900 in the fourth quarter of its fiscal year.
NOTE 4 INVESTMENTS IN SUBSIDIARIES AND OTHER MINING COMPANIES
Grand Central's wholly-owned subsidiaries include Dotson Exploration
Company and Centurion Exploration Incorporated, both of which are
dormant. Grand Central also owns 80% of the stock of Tintic
Coalition Mines Corporation, whose principal holdings are mineral
properties (whose values were written down to $0) in the Tintic
Mining District of Utah.
F-14
<PAGE> 20
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 4 - INVESTMENTS IN SUBSIDIARIES AND OTHER MINING COMPANIES
(Continued)
Until July 20, 1998, the Company also owned 81.8% of Mammoth Mining
Company, which has land and lease ownership in the Tintic Mining
district. At that date, the Company's interest in Mammoth Mining
Company (including Mammoth's ownership of a separate subsidiary
company, the Gold Chain Mining Company) were sold at a loss of
$1,361,566 to a former officer/director. See Note 3 and Note 10.
NOTE 5 MARKETABLE SECURITIES
The Company currently owns 1,264,267 shares of Royal Silver Mines,
Inc. (Royal) common stock, a related company, which is approximately
6.7% of the total outstanding shares at September 30, 1998. 173,000
shares of the total amount owned were purchased during fiscal year
end 1998 at a cost of $40,676. The Company carries these marketable
securities at the lower of cost or market value.
During the quarter ended December 31, 1998, the Company sold its
2,000,000 shares of Nevada Star Resource Corporation common stock,
which was acquired in June 1998. The acquisition cost of $150,000
approximates its market value ($0.075 US) at the date of sale and no
gain or loss was realized on this transaction.
The Company currently owns 493,614 shares of Summit Silver, Inc.
common stock, which was acquired throughout 1998. The acquisition
cost of $56,143 exceeds its market value at September 30, 1998 and
December 31, 1998.
NOTE 6 INVESTMENTS
In March 1998 the Company acquired 485,500 common stock shares of a
privately held British Virgin Islands Corporation, San Miguel Mining
Corporation. The investment was acquired in exchange for 382,500
shares of the Company's stock, then valued at $1,124,550.
NOTE 7 INCOME TAXES
As of September 30, 1998, the Company had net operating loss
carryforwards available to offset future taxable income of
approximately $24,750,000. For federal income tax purposes, only a
portion of the tax net operating loss can be utilized in any given
year if the company which generated the loss has had a more than 50
percent change in ownership or if such a change occurs in the future
as defined in the Internal Revenue Code.
F-15
<PAGE> 21 GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 7 - INCOME TAXES (Continued)
The following summarizes the periods for which the net operating loss
carryforwards will expire for the next ten years:
Expiration Date
1999 $ 178,000
2000 101,000
2001 230,000
2002 346,000
2003 457,000
2004 727,000
2005 534,000
2006 -
2007 141,000
2008 1,027,000
NOTE 8 NOTES PAYABLE
Notes payable consisted of the following at December 31 and September
30, 1998:
December 31, September 30,
Short term note payable to Royal
Silver Mines, Inc., a related
party, bearing no interest,
due on demand $ 5,000 $ -
Note payable to Royal Silver
Mines, Inc., a Related party,
bearing interest at 8%,
Uncollateralized, one year
maturity, due February 1999 350,000 350,000
Total Notes Payable
Related Party 355,000 350,000
---------- ----------
Less: Current Portion (355,000) (350,000)
Long Term Debt Related Party $ - $ -
========== ==========
Note payable to R.J. Hafen, non-
interest bearing, collateralized
by mining claims, past due 71,004 71,004
Note payable to Kokopelli
Developments, L.L.C.
collateralized by timber and
mining claims in Shoshone County,
Idaho, 10% interest, past due 100,000 100,000
---------- ----------
Total Notes Payable 171,004 171,004
Less: Current Portion 171,004 141,004
Long-Term Debt $ - $ -
========== ==========
F-17
<PAGE> 22
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 9 LEASES PAYABLE
The Company leases certain equipment and vehicles. Obligations under
these capital leases have been recorded in the accompanying
consolidated financial statements at the present value of future
minimum lease payments. The capitalized cost of $67,051 less
accumulated depreciation of $36,726 is included in property and
equipment in the accompanying consolidated financial statements.
Depreciation expense for these assets for the periods ended December
31 and September 30, 1998 was $2,565 and $13,410, respectively.
Leases payable consisted of the following at December 31 and
September 30, 1998:
December 31, September 30,
Lease payable to a leasing company,
secured by property, interest
at 11.5%, payable in monthly
installments of $462, final
payment due July 2001. $ 15,107 $ 15,107
Lease payable to a leasing
company, secured by automobiles,
interest at 11.5%, payable in
monthly installments of $835,
final payment due August 1999. 6,794 6,794
-------- ---------
Total Leases Payable 21,901 21,901
Less: Current Portion (13,022) (12,759)
-------- ---------
Long-Term Leases Payable $ 8,879 $ 9,142
======== =========
The future minimum lease payments under these capital leases and the
net present value of the future minimum lease payments are as
follows:
Year Ending
September 30, Amount
1999 $ 13,389
2000 5,544
2001 5,103
2002 and thereafter -
--------
Total future minimum lease payments 24,036
Less, amount representing interest (2,135)
--------
Present value of future minimum
lease payments $ 21,901
========
F-18
<PAGE> 23
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 10 RELATED PARTY TRANSACTIONS
The Company paid compensation to officers, directors and others by
issuing, on certain occasions, restricted shares of its common stock.
The value of the restricted shares issued as compensation has been
recorded at 67 percent of the quoted market value of the trading
common stock on the date the shares were issued.
Officers and directors of the Company were issued common stock for
compensation as follows:
December 31 September 30
1998 1998
Compensation
Value of common shares issued $ 38,000 $ 76,500
======== ========
Number of shares 95,000 450,000
======== ========
The Company has received advances from an officer, director, and
principal shareholder of the Company in order to pay minimal
operating expenses. As of December 31 and September 30, 1998, $7,988
and $1,500, respectively, was due from the Company as a result of
these advances. As of December 31 and September 30, 1998, $3,192 and
$0, respectively, was due to other related parties as a result of
operating expense advances.
During the year ended September 30, 1998, the Company issued 431,419
shares of its common stock to related parties for $75,645 in cash
(average price of $0.18 per share).
During 1998, the Company leased certain buildings and offices located
at the Main Tintic Project Mine from a related company owned and
operated by a former officer/director and principal shareholder of
the Company for $6,000 per month. The transaction was not negotiated
at arms-length. Total lease payments during the year ended September
30, 1998 was $24,000. In 1998, this lease was canceled.
During 1998, the Company in an arms-length transaction traded used
field equipment in exchange for the lease of commercial space from
the aforementioned party at the Tintic Mine site. This prepaid rent
expires in November, 1999.
During the year ended September 30, 1998, the Company purchased
mineral properties in Idaho valued at $1,500,000 from Royal Silver
Mines, Inc. in exchange for 5,000,000 shares of its common stock at
$0.30 per share. The Company also issued 735,000 shares of its
common stock for $1,425,900 ($1.94 per share) plus a note payable for
$350,000 to Royal Silver Mines, Inc. in exchange for a minerals joint
venture interest in Mexico.
F-19
<PAGE> 24
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 10 - RELATED PARTY TRANSACTIONS (Continued)
In recent years, the Company has leased certain equipment and
vehicles from a sole proprietorship operated by a former
officer/director. Upon reviewing these transactions and others
involving this individual, the Company filed in 1998 a civil lawsuit
against this person. In July, 1998, this matter was settled out of
court when the former officer paid the Company $50,000 in cash and
transferred Grand Central stock back to the Company. In turn, the
Company transferred all of its stock holdings in Mammoth Mining
Company and The Gold Chain Mining Company to this individual, who
then assumed responsibility for any prospective environmental
problems associated with these companies' mineral properties and also
granted the Company a royalty interest in these same properties. See
Notes 3 and 4.
NOTE 11 COMMITMENTS AND CONTINGENCIES
In 1998, the Company, its former president and others were named in a
lawsuit filed in Nevada by Midas Joint Venture, which sought damages
for mining claim irregularities. The matter was settled out of court
in September 1998 and, as a result of the settlement, the Company
assigned to Midas's owners certain royalties on selected properties
in Utah (Millar, Juab and Utah counties) and in Teller County,
Colorado.
The Company is a defendant in a lawsuit alleging that the Company
failed to pay fees incurred by the plaintiff in connection with a
private placement. The suit asks for invoiced charges of $78,153
plus attorneys' fees. Although the Company believes that this suit
is largely without merit and intends to vigorously defend its
position, the Company has accrued the amount of the invoiced charges.
NOTE 12 COMMON STOCK AND OPTIONS
Stock Option and Stock Award Plan
On April 19, 1991, Centurion's shareholders approved the 1991 Stock
Option and Stock Award Plan (the Plan). The purpose of the Plan is
to enable Centurion to attract and retain experienced and able
directors, officers and employees. The Plan will provide incentives
to directors, officers and employees to extend their best efforts for
the Company and its shareholders. Under the provisions of the Plan,
the Board of Directors may grant incentive stock options or stock
awards only to eligible directors, officers or employees. As of
September 30, 1998, the shareholders have approved 5,000,000 shares
of stock to be issued and administered under the Plan and the Company
has filed a Form S-8 registration statement and amendments covering
the 5,000,000 shares. As of December 31, 1998, 817,734 shares of
common stock have been awarded under the Plan.
F-20
<PAGE> 25
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 12 - COMMON STOCK AND OPTIONS
Stock Options and Warrants
As of December 31, 1998, options to purchase 69,000 shares of common
stock remained exercisable. The options are exercisable through
September 30, 2000, or six months after the option holder ceases to
be a director, officer or consultant to the Company. Stock option
activity consisted of the following:
Number Price
of Shares per Share
Outstanding at September 30, 1997 69,000 $ 15.00
Granted during the year - -
Exercised during the year - -
------ -------
Outstanding at September 30, 1998 69,000 $ 15.00
------ -------
Granted during the year - -
Exercised during the year - -
Outstanding at December 31, 1998 69,000 $ 15.00
====== =======
Private Placements
The Company's Board of Directors has, from time to time, authorized
private placements of restricted shares of its common stock. During
fiscal year 1998, the Company sold 712,419 shares of common stock to
individual investors for $620,001 at prices ranging from $0.13 to
$2.25 per share (average price of $0.87 per share).
Common Stock Issuances
In 1998, the Company issued common stock to purchase numerous mineral
properties under common control in Utah, Colorado and Arizona. The
purchase agreement provided that, in the event of a sustained, short-
term decrease in the value of the stock conveyed, the Company would
be obligated to tender additional common stock to the seller. At
September 30, 1998, the Company recorded a liability of $1,680,225 in
accounts payable for this obligation, which was settled in October,
1998 by the issuance of 2,240,300 shares of its common stock to the
seller.
During the years ended September 30, 1998, 1997, and 1996, the
Company has issued restricted shares of common stock to employees,
officers and consultants for services provided. The shares issued
have been valued based on other issuances of restricted shares for
cash during the periods.
F-21
<PAGE> 26
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 13 SUBSCRIPTIONS RECEIVABLE
On March 30, 1998, the Company issued 900,000 shares of common stock
to Pines Resort International ("PRI") in exchange for a short-term,
non-interest bearing receivable of $1,125,000. PRI subsequently made
payments of $625,000 against this receivable, leaving a balance of
$500,000 in stock subscriptions receivable from PRI at December 31,
1998.
NOTE 14 STOCK SPLIT
On February 4, 1998, the Company declared a 1-for-10 reverse stock
split. Before the split, the Company had 37,653,898 outstanding
shares of common stock. After effecting the stock split and
adjusting for rounding, the Company had 3,765,390 shares of common
stock outstanding.
NOTE 15 GOING CONCERN
As shown in the financial statement, the Company incurred a net loss
of $409,120 and $13,575,855 for the periods ending December 31 and
September 30, 1998 and an accumulated deficit of $26,319,943 since
inception. At December 31, 1998, certain notes payable were
delinquent. See Note 8.
These factors indicate that the Company may be unable to continue in
existence. The financial statements do not include any adjustments
related to the recoverability and classification of recorded assets,
or the amounts and classification of liabilities that might be
necessary in the event the Company cannot continue existence. The
Company's management has strong beliefs that significant and imminent
private placements will generate sufficient cash for the Company to
operate for the next few years.
F-22
<PAGE> 27
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES. There is
considerable risk in any mining venture, and there can be no
assurance that the Company's operations will be successful or
profitable. Exploration for commercially minable ore deposits is
highly speculative and involves risks greater than those involved in
the discovery of mineralization. Mining companies use the evaluation
work of professional geologists, geophysicists, and engineers in
determining whether to acquire an interest in a specific property, or
whether or not to commence exploration or development work. These
estimates are not always scientifically exact, and in some instances
result in the expenditure of substantial amount of money on a
property before it is possible to make a final determination as to
whether or not the property contains economically minable ore bodies.
The economic viability of a property cannot be finally determined
until extensive exploration and development work, plus a detailed
economic feasibility study, has been performed. Also, the market
prices for mineralization produced are subject to fluctuation and
uncertainty, which may negatively affect the economic viability of
properties on which expenditures have been made. During the
Company's history, it has accumulated a deficit of $26,319,943.
At December 31, 1998, $5,875,046 of the Company's total assets of
$7,481,161 were investments in mineral properties. Additional
exploration is required to substantiate or determine whether these
mineral properties contain ore reserves that are economically
recoverable. The realization of these investments is dependent upon
the success of future property sales, the existence of economically
recoverable reserves, the ability of the Company to obtain financing,
the Company's success in carrying out its present plans or making
other arrangements for development, and upon future profitable
production. The ultimate outcome of these investments cannot be
determined at this time; accordingly, no provision for any asset
impairment that may result, in the event the Company is not
successful in developing or selling these properties, has been made
in the Company's financial statements.
LIQUIDITY AND CAPITAL RESOURCES. The Company currently has no
revenues and, as explained above, has an accumulated deficit.
Because it has sustained recurring losses from operations, the
Company cannot assure that it will be able to fully carry out its
plans as budgeted without additional operating capital. At December
31, 1998, the Company had negative working capital of $657,459. This
amount is a significant improvement in liquidity and capital
resources from its negative working capital position of $2,358,252 at
September 30, 1998 but represents some deterioration from negative
working capital of $186,958 at September 30, 1997. The largest
single element of working capital are promissory notes totaling
$526,004. While sales of the Company's stock have traditionally
constituted its primary source of cash generation, depressed metals
prices in 1998 have lessened the Company's recent ability to obtain
cash from sales of its stock. Company sales of its stock generated
<PAGE> 28
the following cash amounts: $0 in the quarter ending December 31,
1998, $620,001 in the year ending September 30, 1998; and $1,219,559
in the year ending September 30, 1997. In adjusting to smaller cash
resources, the Company has substantially decreased its expenses for
office, personnel and compensation, and consulting expenses.
In the first quarter of fiscal 1998, the Company slightly increased
its accounts payable by $1,684,387 while accrued expenses and
accounts payable remained fairly steady. The primary transaction in
the quarter affecting working capital was the issuance of 2,310,000
shares of common stock in full payment of $1,680,000 of accounts
payable. Accordingly, the Company's current liabilities moved from
$2,505,477 at September 30, 1998 to $842,922 at December 31, 1998.
The Company's long-term debt at September 30, 1998 and at December
31, 1998 was under $10,000.
The Company has estimated that it will need minimal capital resources
of approximately $40,000 per month to meet its estimated expenditures
for fiscal 1999. The Company expects to raise most of its financing
from private placement of its shares. The Company is also exploring
various other alternatives to raise capital.
The Company plans to fund any increases in general and administrative
expense principally from joint venture revenues or funds it may
receive or savings it may realize through corporate restructuring or
business combination arrangements. Funds required to finance the
Company's exploration and development of mineral properties are
expected to come primarily from the contributions of its joint
venture participants, and from the funds generated from such joint
ventures and other lease or royalty arrangements.
The Company currently is seeking alternate sources of working capital
sufficient to increase the funding of additional general and
administrative expenses that may become necessary as the Company's
business plan develops, and to continue meeting its ongoing payment
obligations for its leases to governmental entities.
RESULTS OF OPERATIONS
COMPARISON OF THE THREE MONTHS ENDED DECEMBER 31, 1997 AND DECEMBER
31, 1998, RESPECTIVELY. General and administrative expenses
increased from $348,382 during the first quarter of fiscal 1998 to
$426,648 during the first quarter of fiscal 1999. This increase is
principally due to greater legal expenditures and more mineral lease
expenses. As a result, during the first quarter of fiscal 1998
compared to the first quarter of 1999, the net loss increased from
$334,612 to $429,705 while the net loss per share moved from a loss
of $0.01 to a loss of $0.04.
The Company is unable to fully determine the impact of future
transactions on its operating capital. Hence, the Company has
determined not to incur and does not have any commitments or plans
for material capital expenditures during the remainder of its current
fiscal year for which it does not have a reasonably available source
of payment.
<PAGE> 29
While the Company continues to seek a joint venture participant and
additional sources of capital for financing operations during the
remainder of its current fiscal year, the Company will continue to
carefully monitor its capital expenditures.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Officers and Directors of the Company certify that to the
best of their knowledge, neither the Company nor any of its Officers
and Directors are parties to any legal proceeding or litigation other
than as described below. Further, the Officers and Directors know of
no threatened or contemplated legal proceedings or litigation other
than as described below. None of the Officers and Directors have
been convicted of a felony or none have been convicted of any
criminal offense, felony and misdemeanor relating to securities or
performance in corporate office. To the best of the knowledge of the
Officers and Directors, no investigations of felonies, misfeasance in
office or securities investigations are either pending or threatened
at the present time.
On January 20, 1998, Thomas F. Miller, James Kontes and United
Silver Mines, Inc., ("Plaintiffs") filed suit against Royal Silver
Mines, Inc., Celebration Mining Company, Howard Crosby, and John Does
1 through 50 (the "Defendants") in the First Judicial District Court
in and for Box Elder County, State of Utah, Case No. 980100049 to
recover the Vipont Mine together with incidental and consequential
damages or in the alternative, consequential, incidental and
compensatory damages together with punitive damages, costs and
attorney's fees. Messrs. Miller and Kontes and United Silver Mines
allege that Royal Silver Mines, Inc. did not issue 2,000,000 shares
of its common stock which were due United Silver Mines and James
Kontes as part of the consideration for the acquisition of the Vipont
Mines. Royal Silver believes the foregoing is totally without
meritand Royal Silver intends to defend the foregoing action
vigorously.
On January 22, 1998, Joan G. Rounds, individually and as
custodian for Justin Rounds and Kelly Rounds, and as trustee for John
N. Gromer, JGR Ventures, a Colorado partnership, Norman P. Rounds for
his individual retirement account, Standord Square, LLLP, Oversight
Management Company, Christine M. Fenimore, Michael Fleming, R. David
Preston, and Patricia Brooks ("Plaintiffs") filed suit against Royal
Silver Mines, Inc., Metalline Mining Company, Crosby Enterprises,
Inc., Howard Crosby, Robert E. Jorgensen, John Ryan, Merlin Bingham,
and Daniel Gorski ("Defendants") in the United States District Court
for the District of Colorado, Case No. 98-WY-122. The plaintiffs'
seek to recover the dollar amount of their investments, together with
interest, attorney's fees and costs, as a result of the defendants'
failure to disclose material information and in making misleading
statements in connection with public trading of Royal Silver's common
stock during the period May 1996 through August 1997. Royal Silver
and its officers and directors deny the foregoing allegations and
intend to defend the foregoing action vigorously.
<PAGE> 30
On April 28, 1998, the Company filed a civil action in the
United States District Court for the District of Utah, Central
Division, Case No. 2:98cv00300S against Spenst Hansen, Keystone
Survey, Inc., a Utah corporation, West Tintic Mining Company, a Utah
corporation, South Iron Blossom Mining Company, a Utah corporation,
and Axis Development Corporation, a Utah corporation, Defendants.
The civil action alleges that: 1) the defendants violated Section
16(b) of the Securities Exchange Act of 1934; 2) Spenst Hansen
breached the fiduciary duties owed to the Company; and, 3) Spenst
Hansen converted assets belonging to the Company. The Company seeks
an accounting; recovery of short swing profits; disgorgement of
proceeds; return of stock; not less than $247,000 in actual damages;
not less than $750,000 in punitive damages; an injunction; and, costs
and attorney's fees. On May 5, 1998, the court entered a temporary
restraining order and on May 8, 1998, the parties agreed to extend
the temporary restraining order indefinitely. Mr. Hansen has not yet
filed a response to the allegations of the complaint. This suit was
settled on July 18, 1998. Mr. Hansen returned approximately 400,000
common shares, he personally owned or were owned through Keystone
Surveys, South Iron Blossom Mining, West Tintic Mining or Axis
Development Corporation. Mr. Hansen also paid $50,000 in cash. In
return, the Company transferred control of Mammoth Mining Company and
all of its assets to Mr. Hansen and vended most of its mining claims
in the Main Tintic District to Hansen or his affiliates.
The Company was named in a lawsuit in the Fourth Judicial
District of the State of Nevada, Case No. 28276, Midas Joint Venture
et al., v. Axis Gold Corporation et al., which was settled on
September 2, 1998. The lawsuit alleged that the Defendants including
the Company and/or its employees had located or attempted to located
mining claims on properties previously located or controlled by the
Plaintiff. The Company settled this matter by creating or
transferring mining royalties on the following:
1. Transferred all royalties reserved by the Company on
its Kings Canyon property granted by Crown Resources
Corporation.
2. Transferred a 1% Net Smelter Return Royalty that the
Company had retained from the sale of its Tintic
District properties to Hansen and affiliates.
3. Granted a 3% Net Smelter Return Royalty on its 64
patented mining claims located at Cripple Creek,
Colorado.
The Company was named in a lawsuit filed July 23, 1998, MPAC
Capital Partners, L.P. v. Grand Central Silver Mines, in the Third
Judicial District of Salt Lake County, State of Utah, Civil No. 98-
0997162. The suit is in the amount of $78,533.13 plus costs and
attorneys fees for breach of contract for failing to pay bills for
financial advice and investment banking services. The Company is
contesting the claim and has filed an answer and various defenses as
well as a counterclaim for damages caused to the Company by MPAC.
<PAGE> 31
The Company was named in a lawsuit filed on October 23, 1998, in
the Third Judicial District Court, Salt Lake City, State of Utah,
entitled Ralph Hafen v. West Hills Excavating, LLC and Grand Central
Silver Mines, Inc., Civil No. 9709055264CN. The Plaintiff alleges
breach of contract claiming that the Plaintiff was entitled to but
never received $80,000 worth of free trading stock of the Company
under various agreements signed with West Hills Excavating, which the
Company allegedly agreed to perform. The Company has not filed an
answer to the claims and is seeking a settlement with the Plaintiff.
Item 2. Changes in Securities.
None.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
The Company submitted to the shareholders a propopal to effect a
one-for-eight reverse stock split of the Company's issued and
outstanding Common Shares (the "Reverse Stock Split"). The principal
effect of the Reverse Stock Split was to decrease the number of
issued and outstanding Common Shares as of December 1, 1998, from
10,888,508 to approximately 1,361,064, depending on the number of
whole Common Shares issued in elimination of fractional Common
Shares. The foregoing was approved by a majority of the total
outstanding shares of the Company and the Reverse Stock Split was
effected on January 15, 1999.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
None.
- - ---------------------------------------------------------------------
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.
Dated this 16th day of February, 1999.
GRAND CENTRAL SILVER MINES, INC.
BY: /s/ John Ryan
John Ryan, President, Treasurer
and member of the Board of
Directors
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statements of Financial Condition at December 31, 1998 (Unaudited)
and the Consolidated Statement of Income for the three months ended
December 31, 1998 (Unaudited) and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> DEC-31-1998
<CASH> 57,679
<SECURITIES> 113,784
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 185,463
<PP&E> 879,470
<DEPRECIATION> 646,251
<TOTAL-ASSETS> 7,481,161
<CURRENT-LIABILITIES> 842,922
<BONDS> 0
0
0
<COMMON> 110,584
<OTHER-SE> 6,504,808
<TOTAL-LIABILITY-AND-EQUITY> 7,481,161
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 426,648
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,057
<INCOME-PRETAX> (429,705)
<INCOME-TAX> 0
<INCOME-CONTINUING> (429,705)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (429,705)
<EPS-PRIMARY> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
