<PAGE> 1
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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: June 30, 1999
[ ] 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)
950 Third Avenue
Suite 2500
New York, New York 10022
(Address of Principal Executive Offices, including Zip Code)
(972) 306-4880
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 June 30, 1999: 1,606,207 shares
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<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
accountant's 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 June 30, 1999 and September 30, 1998, and the results
of operations, stockholders' equity and cash flows for the nine months
and three months ended June 30, 1999, and June 30, 1998 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.
<PAGE> 3
The Board of Directors
Grand Central Silver Mines, Inc.
Dallas, Texas
ACCOUNTANT'S REVIEW REPORT
We have reviewed the accompanying consolidated balance sheet of Grand
Central Silver Mines, Inc. as of June 30, 1999, and the related consolidated
statements of operations, stockholders' equity, and cash flows for the three
months and nine months ended June 30, 1999. 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 as 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 Note 15 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
August 11, 1999
<PAGE> 4
GRAND CENTRAL SILVER MINES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, September 30,
1999 1998
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 2,183 $ 16,926
Prepaid mining leases and expenses - 16,515
Marketable securities 42,999 113,784
----------- -----------
TOTAL CURRENT ASSETS 45,182 147,225
----------- -----------
MINERAL PROPERTIES 5,790,046 5,875,046
----------- -----------
INVESTMENTS 932,304 1,330,643
----------- -----------
PROPERTY AND EQUIPMENT
Construction in progress - 53,026
Furniture and office equipment 269,389 269,389
Field equipment 164,252 400,266
Leasehold improvements 7,517 7,517
Vehicles - 82,651
Leased automobiles and equipment - 66,620
Less-accumulated depreciation
and amortization (368,824) (623,222)
----------- -----------
Total Property and Equipment 72,334 256,247
----------- -----------
OTHER ASSETS 6,790 6,790
----------- -----------
TOTAL ASSETS $ 6,846,656 $ 7,615,951
=========== ===========
</TABLE>
See accompanying notes and accountant's review report.
2
<PAGE> 5
GRAND CENTRAL SILVER MINES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, September 30,
1999 1998
(Unaudited) (Audited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 258,880 $ 1,918,810
Accrued expenses 68,800 14,298
Advances from shareholder - 1,500
Accrued interest 20,000 37,106
Notes payable 201,527 171,004
Notes payable - related party - 350,000
Leases payable - current portion 8,939 12,759
------------ ------------
TOTAL CURRENT LIABILITIES 558,146 2,505,477
LONG-TERM DEBT
Leases payable, net of current portion 7,777 9,142
------------ ------------
TOTAL LIABILITIES 565,923 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,
1,606,207 and 8,060,868 shares
issued and outstanding, respectively 16,062 80,609
Additional paid-in capital 33,118,582 31,408,493
Accumulated deficit (26,867,879) (25,890,238)
Receivable related to sale of
common stock - (511,500)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 6,266,765 5,087,364
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 6,846,656 $ 7,615,951
============ ============
</TABLE>
See accompanying notes and accountant's review report
3
<PAGE> 6
GRAND CENTRAL SILVER MINES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
REVENUES
Operating revenue $ - $ - $ - $ -
--------- ----------- ---------- -----------
Total Revenues - - - -
--------- ----------- ---------- -----------
OPERATING COSTS
General and
administrative 146,648 791,196 727,420 1,623,294
Cost of property
disposals - - - 6,989
Mineral leases - 10,181 61,450 67,564
Depreciation and
amortization 11,143 40,669 56,939 121,534
--------- ----------- ---------- -----------
Total Operating
Expenses 157,791 842,046 845,809 1,819,381
--------- ----------- ---------- -----------
LOSS FROM OPERATIONS (157,791) (842,046) (845,809) (1,819,381)
--------- ----------- ---------- -----------
OTHER INCOME (EXPENSE)
Interest and other
income - 2,312 4,019 23,210
Interest expense - (10,516) (23,777) (22,287)
Gain on sale of
assets - 964 - 12,424
Gain on debt forgiveness - - 230,357 -
Loss on market value
of investments (289,405) - (289,405) -
Loss on impairment
of assets (53,026) (5,000,000) (53,026) (7,000,000)
--------- ----------- ---------- -----------
Total Other Income (342,431) (5,007,240) (131,832) (6,986,653)
--------- ----------- ---------- -----------
NET LOSS BEFORE MINORITY
INTEREST (500,222) (5,849,286) (977,641) (8,806,034)
MINORITY INTERESTS IN
LOSS (INCOME) OF
CONSOLIDATED
SUBSIDIARIES - - - -
--------- ----------- ---------- -----------
NET LOSS $(500,222) $(5,849,286) $ (977,641) $(8,806,034)
========= =========== ========== ===========
NET LOSS PER COMMON
SHARE $ (0.32) $ (0.90) $ (0.20) $ (1.89)
========= =========== ========== ===========
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING 1,559,196 6,469,867 4,890,921 4,659,619
========= =========== ========== ===========
</TABLE>
See accompanying notes and accountant's review report.
4
<PAGE> 7
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
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
----------- --------- ------------
See accompanying notes and accountant's review report.
F-5a
<PAGE> 8
GRAND CENTRAL SILVER MINES, INC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Receivable
Related
Accumulated to Sale of
Deficit Common Stock
<S> <C> <C>
Balance forward
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>
See accompanying notes and accountant's review report.
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
--------- -------- ------------
See accompanying notes and accountant's review report.
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>
See accompanying notes and accountant's review report.
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 09/30/98 - - -
---------- --------- ------------
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 $0.22 to
$0.63 per share 715,035 7,150 278,132
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
Reverse stock split (9,699,996) (97,000) 97,000
---------- --------- ------------
Balance forward 1,385,907 $ 13,859 $ 33,440,750
---------- --------- ------------
See accompanying notes and accountant's review report.
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 $0.22 to
$0.63 per share - -
Issuance of shares in
payment of accounts
payable for acquisition
of mineral property at
$0.73 per share - -
Reverse stock split - -
------------ -----------
Balance forward $(25,890,238) $ (511,500)
============ ===========
</TABLE>
See accompanying notes and accountant's review report.
F-7b
<PAGE> 13
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 1,385,907 $ 13,859 $ 33,440,750
Issuance of shares for
outstanding debt at
prices ranging from
$0.047 to $0.81 per
share 16,000 160 8,257
Issuance of shares to
employees, officers,
and consultants for
services at prices
ranging from $0.25
to $1.25 per share 174,300 1,743 169,632
Cancellation of stock
subscription - - (511,500)
Issuance of shares for
cash at $0.50 per
share 30,000 300 14,700
Stock issuance costs - - (3,257)
Net loss for the period
ended 06/30/99 - - -
---------- -------- ------------
Balance 06/30/99 1,606,207 $ 16,062 $ 33,118,582
========== ======== ============
See accompanying notes and accountant's review report.
F-8a
<PAGE> 14
GRAND CENTRAL SILVER MINES, INC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Receivable
Related
Accumulated to Sale of
Deficit Common Stock
<S> <C> <C>
Balance forward $ (25,890,238) $ (511,500)
Issuance of shares for
outstanding debt at
prices ranging from
$0.047 to $0.81 per
share - -
Issuance of shares to
employees, officers,
and consultants for
services at prices
ranging from $0.25
to $1.25 per share - -
Cancellation of stock
subscription - 511,500
Issuance of shares for
cash at $0.50 per
share - -
Stock issuance costs - -
Net loss for the period
ended 06/30/99 (977,641) -
------------- ----------
Balance 06/30/99 $ (26,867,879) $ -
============= ==========
</TABLE>
See accompanying notes and accountant's review report.
F-8b
<PAGE> 15
GRAND CENTRAL SILVER MINES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
June 30,
1999 1998
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (977,641) $ (8,806,034)
Adjustments to reconcile net loss to
net cash used in operating activities:
Gain on forgiveness of debt 230,357) -
Loss on market value of investments 289,405 -
Compensation and other expenses paid
through issuance of common stock 456,657 823,373
Write-off of mineral properties 53,026 7,000,000
Depreciation and amortization 56,939 121,534
Change in assets and liabilities:
Accounts receivable - (143,215)
Receivable from related party - 20,447
Prepaid expenses 16,515 40,554
Other assets - 13,688
Accounts payable 28,816 199,113
Payable to related party - 524
Accrued expenses 61,559 396
Advances from shareholders - (43,465)
Leases payable (5,185) (33,999)
Notes payable - (100,000)
---------- ------------
Net cash used in operating activities (250,266) (907,084)
---------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment - (61,145)
Disposal (acquisition) of mineral
properties 40,000 (3,633,995)
Disposal (acquisition) of
investments 150,000 (1,237,329)
---------- ------------
Net cash provided by (used in)
investing activities $ 190,000 $ (4,932,469)
---------- ------------
</TABLE>
See accompanying notes and accountant's review report.
9
<PAGE> 16
GRAND CENTRAL SILVER MINES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
June 30,
1999 1998
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Short-term borrowings $ 30,523 $ -
Issuance of promissory notes - 750,000
Issuance of common stock for notes - 200,000
Issuance of common stock for
mineral properties - 3,070,000
Issuance of common stock for
investments - 1,149,550
Issuance of common stock for cash 15,000 100,896
Receivable related to sale of
common stock - 617,183
--------- -----------
Net cash provided by
financing activities 45,523 5,887,629
--------- -----------
NET INCREASE (DECREASE) IN CASH (14,743) 48,076
CASH, BEGINNING OF PERIOD 16,926 30,080
--------- -----------
CASH, END OF PERIOD $ 2,183 $ 78,156
========= ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes $ - $ -
Interest $ - $ -
</TABLE>
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
During the quarter ended June 30, 1999, the Company issued 93,000
shares of common stock valued at $69,750 for services of directors.
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 quarter ended June 30, 1998, the Company issued 79,600
shares of common stock valued at $185,426 for services of employees and
contractors, 25,000 shares of common stock valued at $50,000 as fees
for bridge financing, 940,000 shares of common stock valued at
$1,645,000 to acquire a group of mineral properties, 10,000 shares of
common stock valued at $25,000 and cash of $24,000 to acquire an
interest in a minerals company and 271,051 shares of common stock
valued at $203,287 for conversion of debt to common stock and payment
of accrued interest.
See accompanying notes and accountant's review report.
10
<PAGE> 17
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
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 $5,790,046 of mineral properties included in the
accompanying consolidated balance sheet as of June 30, 1999 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 June 30, 1999 has an accumulated deficit of $26,867,879. During the
quarter and nine months ended June 30, 1999, the Company lost $500,222
and $977,641 respectively. The Company's cash was provided from the
sale of its common stock. At June 30, 1999, the Company had negative
working capital of $512,964. 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.
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.
11
<PAGE> 18
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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 disposed 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.
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
12
<PAGE> 19
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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 nine months
ended June 30, 1999, the Company capitalized no interest cost to
mineral properties and expensed $23,777.
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 nine months
or quarter ended June 30, 1999.
Stock Split
On February 4, 1998, the Company effected a 1 for 10 reverse stock
split of the Company's common shares. On January 13, 1999, the Company
effected a 1 for 8 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.
NOTE 3 MINERAL PROPERTIES
The following summarizes the Company's investments in significant
mineral properties as of June 30, 1999 and September 30, 1998 and
briefly describes the properties and activity related to each property.
13
<PAGE> 20
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
NOTE 3 MINERAL PROPERTIES (Continued)
June 30, 1999 September 30, 1999
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 1,485,000 1,500,000
Other 404,821 474,821
----------- -----------
$ 5,790,046 $ 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 ended September 30,
1998, 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 ended September 30, 1998,
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 the fiscal year ended September
30, 1998, 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. In February 1999 this agreement was sold to Dotson
Exploration Company.
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.
14
<PAGE> 21
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
NOTE 3 MINERAL PROPERTIES (Continued)
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
During the quarter ended March 31, 1999, the Company transferred
unpatented mining claims valued at $15,000 to Royal Silver Mines, Inc.
as part of a debt settlement agreement. (See Note 8.)
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.
Other Mineral Properties
During the quarter ended March 31, 1999, the Company transferred
patented mining claims valued at $30,000 to Royal Silver Mines, Inc. as
part of a debt settlement agreement. (See Note 8.)
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. During the quarter ended March 31, 1999, these claims were
transferred to Royal Silver Mines, Inc. as part of a debt settlement
agreement. (See Note 8.)
<PAGE> 22
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
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) was 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 owned 1,264,267 shares of Royal Silver Mines, Inc. (Royal)
common stock as of September 30, 1998, a related company, which was
approximately 6.7% of the total outstanding shares at September 30,
1998. During the quarter ended March 31, 1999, 450,000 shares were
returned to Royal as part of a debt settlement agreement. (See Note
8.) 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
approximated its market value ($0.075 US) at the date of sale and no
gain or loss was realized on this transaction. The Company carries
these investments at cost, which is lower than market value at June 30,
1999.
The Company owned 493,614 shares of Summit Silver, Inc. common stock as
of September 30, 1998, which was acquired throughout 1998. During the
quarter ended March 31, 1999, 425,000 shares were transferred to Royal
as part of a debt settlement agreement. (See Note 8.) The acquisition
cost of $56,143 exceeds its market value at September 30, 1998 and June
30, 1999.
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, worth $1,124,550 and is currently valued
at $924,550, which is the lower of cost or market.
16
<PAGE> 23
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
NOTE 7 INCOME TAXES
As of June 30, 1999, the Company has prospective net operating loss
carryforwards available to offset future taxable income of
approximately $26,868,000 pending the filing of recent years' tax
returns. 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.
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 June 30, 1999 and
September 30, 1998:
June 30, September 30,
1999 1998
Note payable to Royal Silver Mines, Inc., a
related party, bearing interest at 8%,
uncollateralized, original maturity,
February 1999 $ - $ 350,000
Less: Current Portion - (350,000)
Long Term Debt Related Party $ - $ -
===== ==========
17
<PAGE> 24
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
NOTE 8 NOTES PAYABLE (Continued)
June 30, September 30,
1999 1998
Note payable to R. J. Hafen, non-
interest bearing, Collateralized by
mining claims, 7.35% interest,
Past due (See Note 11.) $ 101,527 $ 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 201,527 171,004
Less: Current Portion 201,527 171,004
--------- ---------
Long-Term Debt $ - $ -
========= =========
During the quarter ended March 31, 1999, the Company transferred
equipment and vehicles, patented and unpatented mining claims, 425,000
shares of Summit Silver, Inc. common stock to Royal as well as
returning 450,000 shares of Royal's common stock in full settlement of
the debt owed. (See Notes 3,4 and 5.) This resulted in a gain on debt
forgiveness of $230,357.
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 quarter and nine months
ended June 30, 1999 was $-0- and $5,851, respectively.
Leases payable consisted of the following at June 30, 1999 and
September 30, 1998:
June 30, September 30,
1999 1998
Lease payable to a leasing company
secured by property, interest at 11.5%,
payable in monthly installments of
$462, final payment due July 2001. $ 13,157 $ 15,107
-------- --------
Subtotal (carried forward) $ 13,157 $ 15,107
18
<PAGE> 25
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
NOTE 9 LEASES PAYABLE (Continued)
Subtotal (brought forward) $ 13,157 $ 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. 3,559 6,794
--------- ---------
Total Leases Payable 16,716 21,901
Less: Current Portion (8,939) (12,759)
--------- ---------
Long-Term Leases Payable $ 7,777 $ 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 $ 8,204
2000 5,544
2001 5,103
2002 and thereafter -
Total future minimum lease payments 18,851
Less, amount representing interest (2,135)
Present value of future minimum
lease payments $ 16,716
========
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:
19
<PAGE> 26
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
NOTE 10 RELATED PARTY TRANSACTIONS (Continued)
Nine Months Year Ending
Compensation Ending 06/30/99 09/30/98
Value of common shares issued $ 69,750 $ 76,500
======== =========
Number of shares 93,000 450,000
======== =========
The Company has received advances from an officer, director, and
principal shareholder of the Company in order to pay minimal operating
expenses. As of September 30, 1998, $1,500 was due from the Company as
a result of these 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 cancelled.
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
expired 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 mineral joint venture interest in
Mexico. During the quarter ended March 31, 1999, the note payable was
settled in full through the transfer of various assets in a debt
settlement agreement. (See Note 8.) Royal is not considered a related
party in the period subsequent to this settlement.
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.
<PAGE> 27
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
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.
During the quarter ended March 31, 1999 default judgements were awarded
against the Company totaling $109,845. Of this amount $101,527 is
included in notes payable (Note 8) and $8,318 is included in accounts
payable.
During the quarter ended June 30, 1999, the Company approved the
acquisition of concrete plants in China by Dotson Exploration Co., (a
wholly owned subsidiary).
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. 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 June 30, 1999, 910,734 shares of common stock have been awarded
under the Plan.
Stock Options and Warrants
As of June 30, 1999, 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:
21
<PAGE> 28
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
NOTE 12 COMMON STOCK AND OPTIONS (Continued)
Number of Shares Price 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 six months - -
Exercised during the six months - -
------ -------
Outstanding at March 31, 1999 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). During the quarter ended
March 31, 1999, the Company sold 30,000 shares of common stock to
individual investors for $15,000 at $0.50 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.
In current and prior years, 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.
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. The remaining balance of
$500,000 in stock subscriptions receivable from PRI was cancelled as a
result of a related negotiated settlement with Pines in 1999.
22
<PAGE> 29
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
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.
On January 13, 1999, the Company declared a 1 for 8 reverse stock
split. Before the split, the Company had 11,085,903 outstanding shares
of common stock. After effecting the stock split and adjusting for
rounding, the Company had 1,385,739 shares of common stock outstanding.
NOTE 15 GOING CONCERN
As shown in the financial statement, the Company incurred a net loss of
$500,222 and $977,641 for the quarter and nine months ending June 30,
1999 and an accumulated deficit of $26,867,879 since inception. At
June 30, 1999, 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.
NOTE 16 YEAR 2000 ISSUES
The Company has modified its business technologies to be ready for the
year 2000. Critical data processing systems have been reviewed and the
Company does not expect a significant effect on internal operations.
However, like other companies, Grand Central Silver Mines, Inc. could
be adversely affected if the computer systems its suppliers or
customers use do not properly process and calculate date-related
information and data for the period surrounding and including January
1, 2000. This is commonly known as the "Year 2000" issue.
Additionally, this issue could impact non-computer systems and devices
such as production equipment, elevators, etc. At this time, because of
the complexities involved in the issue, management cannot provide
assurances that the Year 2000 issue will not have an impact on the
Company's operations. The costs related to year 2000 compliance are
expensed as incurred.
23
<PAGE> 30
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 $26,867,879.
At June 30, 1999, $5,790,046 of the Company's total assets of
$6,846,656 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 June 30, 1999, the Company had negative working capital of $512,964.
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 is accounts payable totaling $258,880 at
June 30, 1999 and $1,918,810 at September 30, 1998. While sales of the
Company's stock have traditionally constituted its primary source of
cash generation, depressed metals prices in 1998 and 1999 have lessened
<PAGE> 31
the Company's recent ability to obtain cash from sales of its stock.
Company sales of its stock generated the following cash amounts:
$15,000 in the three quarters ending June 30, 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 three quarters of fiscal 1999, the Company greatly
decreased its accounts payable by $1,659,930 while also reducing notes
payable by almost $320,000. The primary transaction in the first three
quarters of 1999 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 $558,146 at June 30, 1999.
The Company's long-term debt at September 30, 1998 and at June 30, 1999
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 is currently 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 NINE MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1999,
RESPECTIVELY.
General and administrative expenses decreased from $1,623,294
during the first nine months of fiscal 1998 to $727,420 during the
first nine months of fiscal 1999. This decrease is principally due to
reduced legal and consulting expenditures and less mineral lease
expenses. In addition, the Company recorded a loss on impairment of
assets of $7,000,000 in the first nine months of 1998 while limiting
this form of loss to only $53,026 in 1999. In the second quarter of
1999, the Company recorded a gain of $230,357 from a favorable
negotiation on forgiveness of a $350,000 promissory note payable. As
a result, during the first three quarters of fiscal 1998 compared to
the first three quarters of 1999, the net loss decreased from
$8,806,034 to $977,641 while the net loss per share moved from a loss
of $1.89 to a loss of $0.20.
<PAGE> 32
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.
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:
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 did not file an answer to the
claims and a default judgment for the amount claimed by the plaintiff,
Hafen.
ITEM 2. CHANGES IN SECURITIES.
None.
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.
(a) Exhibits
Exhibit
Number Description
27 Financial Data Schedule
<PAGE> 33
- ---------------------------------------------------------------------
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 23rd day of August, 1999.
GRAND CENTRAL SILVER MINES, INC
BY: /s/ Skip Headen
Skip Headen, President and a member
of the Board of Directors
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statement of Financial Condition at June 30, 1999 (Unaudited) and
the Consolidated Statement of Income for the nine months ended June 30, 1999
(Unaudited) and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> JUN-30-1999
<CASH> 2,183
<SECURITIES> 42,999
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 45,182
<PP&E> 441,158
<DEPRECIATION> 368,824
<TOTAL-ASSETS> 6,846,656
<CURRENT-LIABILITIES> 558,146
<BONDS> 0
0
0
<COMMON> 16,062
<OTHER-SE> 6,250,703
<TOTAL-LIABILITY-AND-EQUITY> 6,846,656
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 845,809
<OTHER-EXPENSES> 342,431
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 23,777
<INCOME-PRETAX> (977,641)
<INCOME-TAX> 0
<INCOME-CONTINUING> (977,641)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (977,641)
<EPS-BASIC> (0.20)
<EPS-DILUTED> (0.20)
</TABLE>
