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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Fiscal Year Ended:
SEPTEMBER 30, 1998
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Commission File Number: 0-17048
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GRAND CENTRAL SILVER MINES, INC.
(Exact name of registrant as specified in its charter)
UTAH 87-0429204
(State of incorporation ) (I.R.S Employer I.D. #)
1010 Ironwood Drive, Suite 105, Coeur d'Alene, Idaho 83814
(Address of principal executive offices, including zip code)
Registrant's telephone number including area code (208) 769-7340
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class None
Securities Registered Pursuant to Section 12(g) of The Act:
Title of class Common Stock, $0.01 Par Value
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. [ X ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates
of the registrant was approximately $1,734,213, based upon the
average bid and ask prices ($0.1875) on December 1, 1998.
On December 1, 1998, 10,888,508 shares of common stock were
outstanding.
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TABLE OF CONTENTS
ITEM NUMBER PAGE
AND CAPTION NUMBER
PART I
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . 3
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . 28
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . 40
Item 4. Submission of Matters to a Vote of Security Holders . 42
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters . . . . . . . . . . . . . . . . . 42
Item 6. Selected Financial Data . . . . . . . . . . . . . . . 43
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation . . . . . . . . . . 43
Item 8. Financial Statements and Supplementary Data . . . . . 47
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure . . . . . . . . . 81
PART III
Item 10. Directors and Executive Officers of the Company . . . 82
Item 11. Executive Compensation . . . . . . . . . . . . . . . . 84
Item 12. Security Ownership of Certain Beneficial Owners and
Management . . . . . . . . . . . . . . . . . . . . . . 87
Item 13. Certain Relationships and Related Transactions . . . . 89
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K . . . . . . . . . . . . . . . . . . . . . 90
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
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PART I
FORWARD LOOKING STATEMENTS
Except for the historical information contained herein, the
matters discussed are forward-looking statements that involve risks and
uncertainties, including the timely development of existing properties
and reserves (such as at the OK Copper Mine Project) and future
projects (such as results of future exploration on the Company's
properties), the impact of metals prices and metal production
volatility, changing market conditions and regulatory environment and
the other risks detailed from time to time in the Company's Form 10-K
and Forms 10-Q filed with the Securities and Exchange Commission.
However, actual results may differ materially from those projected
or implied. As a result, these forward-looking statements represent
the Company's judgment as of the date of this filing. The Company does
not express any intent or obligation to update these forward-looking
statements because the Company is unable to give any assurances
regarding the likelihood or extent to which any event discussed in a
forward-looking statement contained herein may or may not occur, or of
the material effect that the outcome of any such forward-looking event
may or may not have on the Company's future business, development of
plans, or financial condition and results of operations.
(Please refer to the Glossary for the definition of certain mining
terms.)
ITEM 1. BUSINESS.
REORGANIZATION OF THE COMPANY.
Since filing its last Form 10-K for the period ended September 30,
1997, the Company has undergone significant changes in both its
management and corporate and capital structure. On January 30, 1998,
the shareholders of the Company approved a name change from "Centurion
Mines Corporation," under which the Company had been conducting
business for over ten years, to "Grand Central Silver Mines, Inc."
Also, on the same date, the shareholders approved a 1-for-10 reverse
split of the capital stock of the Company which became effective on
February 2, 1998.
On February 5, 1998, Spenst Hansen resigned as Chairman of the
Board and was replaced by Howard Crosby. Also, Mr. Hansen resigned as
CEO/President, a position he occupied for the last decade and was
replaced by John Ryan. Effective April 15, 1998, Mr. Hansen resigned
entirely from the Board of the Company to pursue his retirement.
This annual report incorporates these changes by referring to the
Company under its new name "Grand Central Silver Mines," or simply
"Grand Central" or the "Company." In some instances the name
"Centurion" will remain primarily for purposes of clarity. Also, this
filing will refer to share issuances made after February 2, 1998 as
"post-split," and will for the most part leave share issuances prior to
that date unadjusted. If an adjustment is made, the notation "post-
split" will be added.
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DESCRIPTION OF THE COMPANY.
Background.
Grand Central Silver Mines, Inc. (formerly "Centurion Mines
Corporation"), including its subsidiaries ("Grand Central" or the
"Company"), is a U.S. mineral resource company engaged in the
acquisition and exploration of mineral properties containing gold,
silver, copper and other mineralization. The Company operates its
business as an exploration and development mining company, meaning that
it receives and generally intends to receive income from property
sales, joint ventures or other business arrangements with larger
companies. Although the Company in its history has never operated a
producing mine, if warranted, the Company may also develop and operate
mining properties on its own.
The Company controls or did control mining and mineral exploration
properties through leases, options and mining claims in the States of
Utah, Arizona, Idaho and Nevada and in Mexico. It holds production
royalties on mineral properties in Utah. In Utah, the Company's
properties primarily lie in two geographical regions, the
Millard/Beaver Counties area, westerly from Milford, Utah and the
Tintic mining district, including the West Tintic area, about 70 miles
southwesterly from Salt Lake City, Utah. In Nevada, these properties
were located primarily in Churchill County. In Mexico, the Company had
a joint venture on a property located in Coahuila state on the
Chihuahua border, about 200 km south of the Big Bend of Texas.
Due to difficult market conditions in the minerals exploration
industry, the Company has been forced to institute deep cost-cutting
measures including staff reductions and dropping many of its unpatented
mining claims, mineral leases and joint venture arrangements in an
effort to conserve capital and preserve the Company as a viable entity.
The Company currently operates with minimal staff and is not
undertaking active exploration or development of its remaining mineral
properties until market conditions improve dramatically.
History.
Grand Central's predecessor company was formed in 1979 as the
Tintic Joint Venture partnership and subsequently was incorporated in
Utah in 1984. The Company was accepted as a "Small Cap Company" for
listing on the National Association of Securities Dealers Automated
Quotations System (NASDAQ) in November 1988. As Centurion Mines the
Company traded under the symbol "CTMC." The Company's current trading
symbol is "GSLM."
In late 1997, Centurion management made a decision to reorganize
based on several factors. First, due to changes implemented by the
NASD, the Company faced a potential de-listing since its common stock
was trading below $1 per share and the NASD had informed the Company
that the stock needed to trade above $1 by the end of February, 1998.
Second, the Company had consistently had difficulty raising financing
in the capital markets and due to its existing capital structure and
low share price, this situation was not expected to improve. Third, the
Company had significant accounts payable and although the Company held
substantial mineral property assets, these were for the most part
illiquid. Hence, the growing burden of accounts payable, if not
resolved, could conceivably result in some of the mineral property
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assets being foreclosed to satisfy claims of creditors. This result
would have had a serious impact on the Company's business plan and
long-term strategy.
In November 1997, Centurion management made the decision to
explore a possible merger with Royal Silver Mines, Inc. by a tender of
Centurion shares and thereby direct the Company's focus to high grade
silver properties held by each company. Also in November 1997, the
Company entered into a business arrangement with Nevada Star Resources
to proceed with a plan to begin mine production at the OK Mine project.
As a result of discussions with Royal Silver, management
formulated a plan to reorganize by undertaking a reverse split, name
change and to re-focus the operations of the Company on projects which
had a high potential for the discovery of silver. On January 30, 1998
the company held its annual shareholders meeting at which the
shareholders approved a 1-for-10 reverse stock split effective February
2, 1998 and name change to Grand Central Silver Mines. Shortly
thereafter, the Company's common stock began trading under a new
symbol, "GSLM" on the NASDAQ Small Cap.
After the reverse split, the share price was well above the $1
minimum mark until August 1998. In that month the share price again
began trading at less then $1. The Company was again notified by NASDAQ
that it would be de-listed effective January 20, 1999 if the share
price continued to trade below $1. On October 14, 1998, the Board
approved another reverse split of the Company's shares in an effort to
preserve the NASDAQ listing. The proposed reverse split was approved by
the Company's shareholders and its common shares began trading on this
second reverse-stock split basis on January 13, 1999. The figures
contained in this Form 10-K do not give effect to this second reverse-
stock split.
On February 5, 1998 the Company held its annual Board of Directors
meeting for the purpose of naming new officers and appointing a new
Chairman. At this meeting, Mr. Howard Crosby was named Chairman and
John Ryan was named President and Carlos Chavez was retained as
Secretary and Treasurer. Ms. Shari Garber was named Assistant
Secretary and was also the Administrator of the Company. Mr. Ryan
appointed Mr. Jerry Stacey as General Manager and Mr. Barry Katona was
retained as Manager of Utah operations. Operational personnel in Utah
were reduced by over 60% and the Company finalized moving its
headquarters to Coeur d'Alene, Idaho in March 1998. It should be noted
that Mr. Crosby, Mr. Ryan, Mr. Stacey and Ms. Garber are or were also
Directors, Officers and/or employees of Royal Silver Mines, Inc. and
this management change at the Company was ostensibly the first step
toward an eventual proposed combination of the two companies. As of
the date hereof Royal Silver Mines, Inc. and the Company have not
merged and no agreement has been executed providing for the combination
of the two companies.
The re-organized Company also experienced difficulty raising
sufficient capital to implement its business plan which was focused on
exploration for silver-bearing ores in Mexico and Nevada. The Company
had entered a joint venture on a major silver project in Coahuila,
Mexico and had leased or optioned several promising silver projects in
Nevada. By July 1998, it became apparent that the Company could not
raise sufficient capital to continue operations as planned. Therefore,
the Salt Lake City office was closed on July 1, 1998 and Mr. Chavez
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left the employment of the Company. Also, in August 1998, Ms. Garber
and Mr. Stacey left the employment of the Company. The Company ceased
exploration of its Nevada projects at the end of August and will be
forced to withdraw from the Mexican project as well.
Currently, Mr. Ryan serves as CEO, President and Treasurer; Mr.
James Young is Vice-President and Secretary; Mr. Peter Laczay has been
appointed Assistant Secretary; Mr. Barry Katona has been retained as a
consultant to the Company managing Utah operations; Mr. Darby Sharp is
an ongoing employee of the Company involved in reclamation, maintenance
and security of the Company's properties and equipment.
GENERAL DEVELOPMENT OF THE COMPANY'S BUSINESS
Strategy.
The Company's corporate strategy is the acquisition and control of
land and mineral rights for exploration and development. The Company
generally acquires properties in established mining districts that have
had large and profitable production histories. This approach is
referred to in the mining industry as "headframe geology," which is
defined as concentrating exploration and development efforts near
previously known, profitable ore deposits. For example, the Company
recently ventured for the first time outside the United States by
acquiring a participating interest in the Sierra Mojada Project in
Mexico. Sierra Mojada is a district with a very large production
history wherein the geology of the area is being re-interpreted which
may result in discovery of additional mineral deposits.
In addition to exploring in established mining districts, the
Company also has sought to explore and develop mineral properties in
areas that have not had previous production or were, until recently,
mostly unexplored. At Kings Canyon in Utah, for example, the Company
participated in the discovery of a new gold deposit in 1997.
The Company explores for and seeks to develop mineral resources in
conjunction with other larger and better financed companies. The
Company is aware that major companies generally have established
minimum criteria for the projects they choose to invest their financial
and human resources in. Management therefore must choose projects with
a likelihood of meeting these minimum criteria if its goal of
eventually joint venturing the project has a likelihood of being
achieved.
By pursuing projects which appeal to major companies, the Company
expects in this way to achieve a major increase in the value of its
assets and to eventually obtain production income with a minimum
financial risk and dilution of its capital stock since typically, major
companies are able to obtain debt financing for development
expenditures and construction of the project for production.
To accomplish the business goals outlined above, the Company,
primarily through its geologists, develops exploration plans to
discover and delineate sufficient reserves on its mineral properties to
make it economic to advance their development and bring them into
production, resulting in revenue streams from the properties. Along
with active exploration of the projects, the Company must also reclaim
lands it has disturbed by its exploration activities on an ongoing
basis.
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REVIEW OF 1998 OPERATIONS
The Company's goals and operations for 1998 included the
following:
1. The Company expected to develop a positive cash flow in early
1999 from royalties and profits from production at the OK Copper
Project, 10 miles northwest of Milford, Utah. This project is focused
on the construction of a copper production facility and the subsequent
production of electrolytic grade copper by the
solvent-extraction/electrowinning process (SX/EW). In April 1998, the
Company sold its properties at the OK Copper mine project to Nevada
Star Resources Corp. (VSE:NEV) of Seattle, Washington. It is believed
this sale will facilitate construction of the SX/EW copper refining
plant since it unifies numerous mining properties in this historic
district for the first time in over twenty years.
Under the terms of the arrangement, Grand Central received 2
million shares of Nevada Star common stock, plus a 12% net profits
royalty applicable to all copper production. Estimates indicate ore
reserves containing 96 million pounds of copper are in place at the
site. Nevada Star hired Western Mine Engineering to conduct a bankable
feasibility study for the project which was completed in September
1998. This study indicates the project is only marginally profitable
at prevailing market prices for copper of about $.70 per pound.
The market price of copper has been falling over the last year
from about $0.95 per pound as of September 30, 1997 to about $0.66 per
pound as of December 31, 1998. Nevada Star had estimated cash
production costs at below $0.40 per pound, making the project
profitable even at current prices. However, the Western Mine
Engineering study predicts cash production costs to be about $0.55 per
pound making the project difficult to finance in the current copper
market environment. Nevada Star and the Company continue to explore
alternative routes to financing the project, but it is unlikely that
the Company will receive any income from this project in the near term
unless copper prices improve quickly and dramatically. However, the
Company views the sale and resulting unification of this district as an
important and necessary step toward advancing this project.
2. The Company began exploration via a joint venture interest of
properties located at Sierra Mojada, Coahuila, Mexico. This included
a zinc oxide deposit which is believed to be a reserve in excess of
500,000 tons with a grade in excess of 20% zinc. The Company also
began evaluation, via its joint venture, of potentially a major silver
deposit in the same district. The Company announced in June 1998 that
evaluation of data obtained from Penoles, a major Mexican mining
company, indicated that several ore zones in the district contained
mineralization which may be economic and if confirmed by the Company's
own drilling and testing, would contain an ore body perhaps containing
in excess of 20 million ounces of silver. These zones are open for
expansion and the joint venture intends to drill in the first quarter
of 1999 to confirm and expand these silver deposits. Unfortunately,
due to lack of financing, the Company will be forced to withdraw from
this project which management views as a major setback for the Company.
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3. The Company signed leases or exploration options on several
promising silver projects in the State of Nevada. The Company
conducted preliminary field work, mapping, reviewed historical data and
planned exploration programs for the Wonder and Marietta Projects. At
the Wonder Project, the Company intended to drill five initial
exploration drill holes to test the downward extension of the main
Wonder vein. The Company first drilled five reverse circulation holes
to within approximately 100 feet of the veins downward projection and
planned to re-enter the holes with a diamond core drill to obtain a
more representative sample. However, the Company experienced difficult
drilling conditions due to heavy faulting as the dill approached the
vein. The drillers were unable to maintain circulation and complete
the holes. Therefore, the Company terminated the exploration program
due to poor drilling conditions and also because of a shortage of
funding. The Company conducted only a minor amount of exploration
field work on the Marietta Project before terminating the lease option
in August 1998.
4. The Company owns a halloysite clay deposit in Utah (The
Dragon Mine) and which has attracted the interest of both English China
Clay Company and New Zealand Clay Company. Halloysite clay is used in
fine bone china and porcelain and few high-quality deposits are known
worldwide. The Company intended to either sell or joint venture this
deposit, which could have resulted in cash flow to the Company in
fiscal 1998. The Company succeeded in bringing representatives from
both of these companies to the site and remains encouraged by the
progress it made at this site.
5. The Company intended to carry out a small amount of mineral
exploration at its Tintic Project. This included its mines in the Main
Tintic Mining District, including the Bullion Beck, Centennial Eureka,
Mammoth, Grand Central and other nearby mines. Most of the ore targets
of significant size lie deep underground where mining activity ceased
in the 1930's. In-house studies by management and consultants had
concluded that the high cost of re-opening and re-furbishing these
mines made it uneconomic to explore for new reserves from underground.
On the other hand, drilling from the surface was not attractive since
the notoriously difficult ground conditions and deep-seated targets
made the probabilities of exploration success very low. Therefore,
management concluded that the properties, particularly in this current
time of low metal prices (particularly gold) were not worthy of further
evaluation. As a result, the Company determined that it was in its
best interest to transfer most of its properties in the Main Tintic
District to Mammoth Mining Company, in settlement of litigation.
6. The Company intended to obtain funds for carrying out these
development and production activities from capital investment sources,
or from participation in joint venture business arrangements. The
Company was successful at raising approximately $850,000 in equity
financing in Fiscal 1998 which was insufficient to advance the above
business goals, pay monthly overhead and pay off accounts payable which
had accrued previous to January 1998, when current management took
over. Significantly, in July 1998, one major investor defaulted on
over $500,000 of financing commitments which caused the Company to have
to curtail its operations and lay off most of its staff. As a result
of insufficient capital, much of the exploration planned for 1998 was
not accomplished.
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7. The Company did succeed in reducing its monthly overhead from
a high of $92,977 in January 1998, to a low of $21,594 in September
1998. Also, long-term debt has been reduced from a high of $93,045
in December 1997, to a low of $9,1422 on September 30, 1998. The
Company has continued to reduce outstanding debt though asset sales and
expects to be debt-free by the second quarter of 1999. In this way,
the long-term viability of the Company, which was threatened in January
1998 and again in July 1998, has been preserved and management is
confident the Company will remain an ongoing concern which can be
poised to benefit from upturns in metal prices and an improvement of
the general market conditions for exploration/development stage mining
companies.
8. The Company succeeded in making substantial progress at
reclaiming most of its past exploration projects in the State of Utah,
or transferring responsibility for reclamation to responsible third
parties. The Company accomplished this reclamation for approximately
$50,000, far less than the estimated $250,000 predicted by consultants
in early-1998. Management of the Company has been informed by
regulatory officials that the reclamation program of the Company has
substantially reduced the reclamation liability of the Company.
Management is also confident that a good working relationship with
governmental authorities at the local, stagehand federal level has been
re-established.
Overall, the Company made only minor progress in its goal of
exploring for and developing an economic ore body. The Company did
succeed at deeply cutting costs, settling outstanding litigation
favorably, dropping uneconomic projects and reducing its operational
budget. All of these successes collectively increase the likelihood
that the Company will remain a viable entity over the long run and will
be positioned to take advantage of an upturn in both metal prices and
the equity mining markets.
BUSINESS FACTORS
Government Regulation of Environmental Concerts.
The Company is committed to complying with federal, state and
local provisions that regulate the discharge of materials into the
environment and govern the conduct of mining activities for the
protection of the environment. To its knowledge, the Company was in
full compliance during with all of its obligations pursuant to these
regulations in fiscal 1998.
To fulfill its environmental compliance obligations, the Company
must comply with the requirements of laws and regulations over matters
affecting land, mineral rights and/or the surface on which mining
activities are proposed. Such compliance may materially affect the
Company's capital expenditures, earnings and competitive position. The
Company in complies with a multitude of environmental regulations in
the following general categories: 1) surface impact, 2) water
acquisition, 3) site access, 4) reclamation, 5) wildlife preservation
and 6) permit and license qualification. To date, compliance has not
had a material financial effect on the Company because the Company's
activities likewise have not had a significant impact on the
environment.
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If the Company becomes more active on its properties it is
reasonable to expect that compliance with environmental regulations
will substantially increase costs to the Company. Such compliance may
include feasibility studies on the surface impact of the Company's
proposed operations, costs associated with minimizing surface impact,
water treatment and protection, reclamation activities including
rehabilitation of various sitesand on-going efforts at alleviating the
mining impact on wildlife. Moreover, permits or bonds have been and
may continue to be required to ensure the Company's compliance with
applicable regulations.
The Company expended approximately $50,000 on reclamation of its
exploration sites in the State of Utah in fiscal 1998. This included
sites in the Main Tintic District, West Tintic, King's Canyon and the
Mayflower Project. The Company transferred reclamation responsibility
to third parties at Blue Mountain, OK Copper Project and some sites in
the Main Tintic District to other parties. The Company anticipates
capital expenditures not to exceed $30,000 for environmental
reclamation for fiscal 1999.
Future costs of compliance with respect to the Company's past,
present, or mining projects are subject to change and may depend upon
the extent and type of reclamation and follow-up required by local,
state and federal authorities. The Company is also relying upon third
parties to complete reclamation at some sites which may or may not
occur. Therefore, the Company may at some point be responsible for
reclamation costs it now believes will be borne by others. Also, there
is no assurance that the Company will be able to comply with all
requirements imposed by future regulatory developments, nor that the
Company will be able to economically operate or pursue exploration and
development activities under future regulatory provisions.
Competitive Conditions in the Industry.
The mining industry is very competitive. Mining companies compete
to obtain favorable mining properties and to evaluate exploration
prospects for drilling, exploration, development and mining. The
Company encounters competition from other similarly-situated junior
mining companies in connection with the acquisition of properties
capable of profitably producing gold, silver, copper and other
mineralization.
As a result, the Company may be unable to acquire or develop
attractive mining properties on terms it considers acceptable.
Accordingly, there can be no assurance that such competition, although
customary in the industry, will not result in delays, increased costs,
or other types of negative consequences affecting the Company, or that
the Company's programs will yield commercially mineable ore reserves.
GENERAL BUSINESS RISK.
There is considerable business risk in any mining venture and
there can be no assurance that the Company's operations will be
successful or profitable. Exploration for commercially mineable ore
deposits is highly speculative and involves risks greater than those
involved in simply the discovery of mineralization. Although
mineralization is commonly found in the earth's crust, mineralization
which can be profitably extracted (termed "ore") is rare.
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Even after extensive exploration and development work has been
performed, economic feasibility cannot be finally determined until a
detailed and comprehensive economic feasibility study has been
concluded. Further, there is no assurance that a determination of
economic feasibility will apply over time because it is based partly on
assumptions and factors that are subject to fluctuation and
uncertainty, such as metal prices, production costs and the actual
quantity and grade of ore recoverable. In many instances, mining
properties which grew unprofitable in one era due to low metal prices
or difficult conditions, become economic again at a later time due to
improved metal prices, advances in technology, or new ore discoveries.
It is therefore common in the industry to re-evaluate formerly
producing mines to determine if they can be re-opened at a profit.
Mining companies use the evaluation work of professional
geologists, geo-chemists, geophysicists and engineers in determining
the exploration and development potential of a specific property or
project. These professional evaluations generally rely on scientific
estimates and economic assumptions and in some instances may result in
the expenditure of substantial amounts of money on a property before it
is possible to make a final determination as to whether or not the
property contains economically mineable ore bodies.
RISK FACTORS
1. Going Concern. The Company's auditors have raised the issue
that the Company may not be able to continue as a going concern as a
result of net losses; a significant accumulated deficit; and, a
significant change in the Company's liquidity.
2. Limited Operating History. The Company has no current
operating history and is subject to all risks inherent in a developing
business enterprise. The likelihood of success of the Company must be
considered in light of the problems, expenses, difficulties,
complications, and delays frequently encountered in connection with a
new business in general and those specific to the natural resource
industry and the competitive and regulatory environment in which the
Company will operate.
3. Exploration Stage Company. Mineral exploration,
particularly for gold and silver, is highly speculative in nature,
frequently is nonproductive, and involves many risks, often greater
than those involved in the discovery of mineralization. Such risks can
be considerable and may add unexpected expenditures or delays to the
Company's plans. There can be no assurance that the Company's mineral
exploration activities will be successful or profitable. Once
mineralization is discovered, it may take a number of years from the
initial phase of drilling until production is possible, during which
time the economic feasibility of production may change. A related
factor is that exploration stage companies use the evaluation work of
professional geologists, geophysicists, and engineers for estimates in
determining whether to acquire an interest in property or to commence
exploration or development work. These estimates generally rely on
scientific estimates and economic assumptions, and in some instances
may not be correct, and could result in the expenditure of substantial
amounts of money on a property before it can be determined whether or
not the property contains economically recoverable mineralization. The
economic viability of a property cannot be determined until extensive
exploration and development has been conducted and a comprehensive
<PAGE> 12
feasibility study performed. The Company currently does not have any
such feasibility studies, and has not yet prepared feasibility studies
on any of its properties. Moreover, the market prices of any minerals
produced are subject to fluctuation, which may negatively affect the
economic viability of properties on which expenditures have been made.
The Company is not able to determine at present whether or not, or the
extent to which, such risks may adversely affect the Company's strategy
and business plans.
4. Lack of Revenue. The Company needs additional capital but
currently has no revenues. Substantial expenditures are required to
establish ore reserves through drilling, to determine metallurgical
processes to extract the mineralization from the ore and, in the case
of new properties, to construct mining and processing facilities. The
Company lacks a constant and continual flow of revenue. The Company
currently holds certain royalty interests in several mining properties
previously sold, but there is no assurance that the Company will
receive royalty payments, or that the Company will otherwise receive
adequate funding to be able to finance its exploration activities. The
Company is looking for revenue sources on an on-going basis, but there
can be no assurance that such sources can be found or that, if
available, the terms of such financing will be commercially acceptable
to the Company. Because of the Company's need for additional capital
to fund its present operations, to complete the acquisition of certain
mineral rights, and to provide for further exploration and development,
the lack of consistent revenue could be a detrimental factor in the
progress of the Company.
5. Realization of Investments in Mineral Properties and
Additional Capital Needs. The ultimate realization of the Company's
investments in mineral properties is dependent 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 Company expects to finance its operations for Fiscal 1998 through
the sale of equity securities, joint venture arrangements (including
project financing), and the sale of interests in mineral properties.
The Company does not have sufficient capital of its own to explore and
develop its mineral properties and there can be no assurance that the
Company will be successful in obtaining the required funds to finance
its long-term capital needs.
6. Retention and Attraction of Key Personnel. The Company's
success will depend, in large part, on its ability to retain and
attract highly qualified personnel. The Company's success in retaining
its present staff and in attracting additional qualified personnel will
depend on many factors, including its ability to provide them with
competitive compensation arrangements, equity participation and other
benefits. There is no assurance that the Company will be successful in
retaining or attracting highly qualified individuals in key management
positions.
7. Regulatory Concerns. Environmental and other government
regulations at the federal, state and local level pertaining to the
Company's business and properties may include: (a) surface impact; (b)
water acquisition; (c) site access; (d) reclamation; (e) wildlife
preservation; (f) licenses and permits; and, (e) maintaining the fees
for unpatented mining claims. See "Business - Government Regulation
and Environmental Concerns."
<PAGE> 13
8. Working Capital Deficits; Accumulated Deficit; Working
Capital Deficit; Auditor's Report. Although it commenced operations
more than two years ago, the Company remains in the development stage.
At December 31, 1997, the Company had working capital deficit of
$254,536 and an accumulated deficit of $12,648,995, which deficits and
losses are expected to continue for the foreseeable future. The
Company's operations are subject to numerous risks associated with the
mining industry.
9. Reliance Upon Directors and Officers. The Company is wholly
dependent, at the present, upon the personal efforts and abilities of
its Officers and Directors who exercise control over the day to day
affairs of the Company. There can be no assurance as to the volume of
business, if any, which the Company may succeed in obtaining, nor that
its proposed operations will prove to be profitable. See
"Proposed Business" and "Management."
10. Indemnification of Officers and Directors for Securities
Liabilities. The Bylaws of the Company provide that the Company may
indemnify any Director, Officer, agent and/or employee as to those
liabilities and on those terms and conditions as are specified in the
Nevada Business Corporation Act. Further, the Company may purchase and
maintain insurance on behalf of any such persons whether or not the
corporation would have the power to indemnify such person against the
liability insured against. The foregoing could result in substantial
expenditures by the Company and prevent any recovery from such
Officers, Directors, agents and employees for losses incurred by the
Company as a result of their actions. Further, the Company has been
advised that in the opinion of the Securities and Exchange Commission,
indemnification is against public policy as expressed in the Securities
Act of 1933, as amended, and is, therefore, unenforceable.
11. No Cumulative Voting or Preemptive Rights. There are no
preemptive rights in connection with the Company's Common Stock. The
shareholders purchasing in this offering may be further diluted in
their percentage ownership of the Company in the event additional
shares are issued by the Company in the future. Cumulative voting in
the election of Directors is not provided for. Accordingly, the
holders of a majority of the shares of Common Stock, present in person
or by proxy, will be able to elect all of the Company's Board of
Directors. See "Description of the Securities."
12. Potential Future Sales Pursuant to Rule 144. Approximately
10,888,508 shares of Common Stock presently issued and outstanding of
which 6,200,951 shares are "Restricted Securities" as that term is
defined in Rule 144 promulgated under the Securities Act of 1933, as
amended. In general, under Rule 144, a person (or persons whose shares
are aggregated) who has satisfied a one (1) year holding period, may
sell within any three month period, an amount which does not exceed the
greater of 1% of the then outstanding shares of Common Stock or the
average weekly trading volume during the four calendar weeks prior to
such sale. Rule 144 also permits the sale of shares, under certain
circumstances, without any quantity limitation, by persons who are not
affiliates of the Company and who have beneficially owned the shares
for a minimum period of two (2) years. Hence, the possible sale of
<PAGE> 14
these restricted shares may, in the future dilute an investors
percentage of free-trading shares and may have a depressive effect on
the price of the Company's securities and such sales, if substantial,
might also adversely effect the Company's ability to raise additional
equity capital. See "Description of Securities - Shares Eligible for
Future Sale."
13. No Dividends. The holders of the Common Stock are entitled
to receive dividends when, as and if declared by the Board of Directors
out of funds legally available therefore. To date, the Company has not
paid any cash dividends. The Board does not intend to declare any
dividends in the foreseeable future, but instead intends to retain all
earnings, if any, for use in the Company's business operations. As the
Company will be required to obtain additional financing, it is likely
that there will be restrictions on the Company's ability to declare any
dividends. See "Dividend Policy" and "Description of Securities."
14. Impact of Year 2000 Issue. The Company has reviewed its
internal computer systems and products and their capability of
recognizing the year 2000 and years thereafter. The Company expects
that any costs relating to enuring such systems to be a year 2000
compliant will not be material to the financial condition or results of
operations of the Company.
PATENTS, TRADEMARKS, LICENSES AND FRANCHISES.
The Company does not own any patents, trademarks, licenses,
franchises, or concessions, except for patented mining claims, granted
by governmental authorities and private land owners.
SEASONABILITY.
The Company's business is generally not seasonal in nature except
to the extent that weather conditions at certain times of the year may
affect the Company's access to some of its properties at higher
elevations.
NUMBER OF EMPLOYEES.
The Company currently has two full time employees. The Company
also has contract arrangements with three consultants. The Company may
also contract with additional consultants from time to time, as
required by its operations. Consultants are treated as independent
contractors.
PRIVATE PLACEMENTS.
During fiscal 1998, the Company issued 281,420 (post-split) shares
for cash, at prices ranging from $2.30 to $7.90 per share for a total
of $1,219,559. No shares were issued through the exercise of stock
options in fiscal 1998.
<PAGE> 15
Subsidiaries and Related Companies.
Mammoth Mining Company and its subsidiary, the Gold Chain Mining
Company.
In May 1994, Grand Central acquired control of approximately 58.6%
of Mammoth Mining Company, which itself controlled approximately 53% of
The Gold Chain Mining Company, a Mammoth subsidiary. Mammoth and Gold
Chain own land and leasehold interests in the Tintic Mining District,
including the Mammoth Mine. Following the acquisition of Mammoth and
Gold Chain, the Company purchased additional shares of common stock
from their respective shareholders and received shares from Mammoth and
Gold Chain to cancel debt provided by the Company to finance certain of
their respective operations. Grand Central invested a total of
approximately $1,552,760 in Mammoth and $23,200 in Gold Chaining
controlled approximately 96% and 61% of their respective shares. In
July 1998, as part of a settlement agreement to resolve litigation
brought by the Company against former CEO Spenst Hansen, the Company
transferred all of its ownership in Mammoth Mining and additional
mining claims located in the Tintic District to Hansen and his
affiliates. The Company retained a 2% Net Smelter Return Royalty on
all of the properties transferred. Thereinafter, the Company
transferred one-half of this royalty to another Company in settlement
of litigation. See "Item 3. Legal Proceedings."
Dotson Exploration Company.
On February 9, 1994, the Company entered into an agreement to
purchase 41,000 shares of Dotson Exploration Company ("Dotson
Exploration") from Mark Dotson, the sole shareholder, for $350,000.
These shares gave the Company 51% ownership of Dotson Exploration.
That agreement also permitted the Company to acquire newly-issued
shares by converting dollars spent on the development of Dotson
Exploration properties and leases at a rate of $12 per share.
Subsequently, the Company acquired 100% of the outstanding shares
of Dotson Exploration through purchase and the conversion of debt on
January 12, 1995. At that time, Dotson Exploration became a 100%,
wholly owned subsidiary of the Company. Dotson Exploration had land
and lease ownership, including the OK Copper Project properties, in the
Milford Area Projects, located in Beaver County, Utah. Dotson
Exploration sold all of its holdings in the Milford Area in May, 1998
to Nevada Star Resources.
Tintic Coalition Mines Corporation.
Tintic Coalition is a Utah corporation organized by the Company
for the purpose of acquiring control of the land and royalty rights to
680 acres of mining claims in the Tintic Mining District from Tintic
Mountain Mining Company and its subsidiary Tintic Precious Metals, Inc.
Tintic Coalition acquired 100% ownership of the land and royalty rights
to the mining claims by issuing 1,000,000 Tintic Coalition shares to
Tintic Precious Metals and issuing and conveying 4,510,000 Tintic
Coalition shares to the Company, 3,996,450 of which were in exchange
for the Company's acquisition from Tintic Mountain Mining of the
royalty rights and approximately 25.5 million Tintic Precious shares.
The Company acquired control of land and royalty rights to the 680
acres for approximately $26,700 in cash and 25,000 shares of common
stock (valued at the then-market price of $1.00 a share). Tintic
Coalition is operated by the Company as a consolidated subsidiary.
<PAGE> 16
In July 1998, Tintic Coalition transferred its ownership of
patented mining claims in the Tintic District to Spenst Hansen as part
of a settlement agreement. In August 1998, the Secretary of the State
of Utah informed the Company that Tintic Coalition had been dissolved
for failure to file an annual report with the State. Also, Tintic
Coalition is behind on its federal and state tax filings. The Company
is in the process of correcting these deficiencies and re-instating
Tintic Coalition.
Centurion Exploration Incorporated.
Centurion Exploration was incorporated in Utah in fiscal 1993, as
a wholly-owned Company subsidiary to carry various corporate purposes
for the Company. Centurion Exploration is expected to be voluntary
dissolved by the end of the 2nd Quarter.
Royal Silver Mines, Inc.
During fiscal years 1991 and 1992, the Company acquired a 37.2%
controlling interest in Royal Silver Mines, Inc. ("Royal"), a Utah
corporation. Royal's shares are traded on the OTC Bulletin Board under
the symbol "RSMI." At the time that the Company acquired Royal,
Royal's principal asset consisted of mining properties in Utah.
During fiscal 1993, the Company acquired an additional 5,400,000
Royal shares, giving an 82.3% controlling interest in Royal and making
it a consolidated subsidiary of the Company. During fiscal 1995, Royal
completed a reorganization and share exchange with a company
unaffiliated with the Company, resulting in a decrease in the Company's
ownership to approximately 21.6%. During the third quarter of fiscal
1996, Royal ended its fiduciary affiliation with the Company and
terminated its agreement with Centurion Exploration, Inc. for the
provision of administrative services and sharing of office expenses.
By the end of fiscal year 1996, Company ownership had declined to
approximately 15%. In November 1997, the Boards of Directors of the
Company and Royal Silver Mines, Inc. granted approval to explore a
merger between the two companies. However, no merger was ever
consummated and there is no assurance a merger will occur in the
future. The Company as of September 30, 1998 owned 1,264,267 shares of
Royal Silver Mines, Inc. representing approximately 7% of the total
outstanding shares of Royal Silver Mines, Inc. at September 30, 1998.
Joint Ventures.
Metalline Mining/The Company.
In February 1998, the Company purchased from Royal Silver Mines,
Inc. a 35% participating interest in the Sierra Mojada Project located
in Coahuila, Mexico. The project area comprises approximately 6,000
hectares consisting of several exploration concessions obtained through
the Mexican government and a number of privately owned mining
concessions which are under purchase contract. The Joint Venture is
exploring the District for base metals and silver and is also
evaluating a known high-grade zinc oxide resource of major magnitude
for production. The Company's share of expenditures from February 1998
through September 1998 was $258,860.27. The Company would be obligated
to spend an estimated $525,000 in 1999 on exploration, project
evaluation and land payments as its portion of the joint venture
expenditures. The Company unfortunately anticipates dropping this
project due to lack of financing
<PAGE> 17
Arizuma Resources/The Company's Option.
The Company signed an option to joint venture agreement in April
1998, with Arizuma Resources Inc. on Arizuma's holdings in the Wonder
Mining District, Churchill County, Nevada. The option to joint venture
gave the Company a four month period to evaluate the property before
signing a formal joint venture. This evaluation included the drilling
of several exploratory holes to test the down-dip potential and
continuity of the Wonder vein. The option period expired and the
Company chose not to enter the joint venture, primarily for lack of
funding.
San Miguel Mining/The Company.
In February 1998, the Company did an exchange of shares with San
Miguel Mining Corporation, a British Virgin Islands corporation,
resulting in the Company becoming a 19% shareholder of San Miguel.
Currently, San Miquel has an option to acquire a 50% equity interest in
Minera Metalurgica San Miguel, a Mexican corporation whose primary
asset is a 500 ton per day producing mine located near Zimapan,
Hidalgo, Mexico. The mine produces zinc, silver, lead and copper and
is capable of being expanded to 1000 tons per day with capital
improvements to the mine and mill plant. It is possible that 100% of
the project could be acquired under certain conditions. The
acquisition of this operating property was the primary reason for the
share exchange.
The intent of management was to fund the acquisition and thereby
increase its ownership of San Miquel and in this way gain control of an
operating mine. However, to date little additional progress has been
made by San Miquel at finalizing the acquisition. Therefore, it is
likely that the Company will tender back the shares exchanged with San
Miquel.
BHP/The Company.
On August 29, 1997, BHP Minerals International Exploration, Inc.,
terminated the Option for Joint Venture agreement it had signed with
the Company in January 1996. The joint venture was directed towards
exploration of a large bulk, porphyry-type copper/gold prospect at the
"Little Bingham" property in the West Tintic mining district, about 20
miles westerly from Eureka, Utah. Prior to exercising the option in
July 1996, BHP had advised the Company that its preliminary results
were favorable.
Following the option exercise, BHP performed geological mapping,
geochemical and geological surveying. During the period of the joint
venture, BHP drilled 5 exploratory drill holes totaling 6,235 feet and
made periodic cash payments to the Company totaling $35,000. In August
1997, however, BHP determined that the exploration results did not meet
its criteria and terminated the joint venture.
Upon termination, BHP assigned to the Company the mineral
properties that BHP had acquired on behalf of the joint venture. These
fully-paid properties consisted of 78 unpatented mining claims
(totaling 1,560 acres) and one Utah State Mineral Lease of 640 acres.
This mineral lease and all of the unpatented mining claims have now
been dropped by the Company.
<PAGE> 18
Breccia Development/The Company.
On August 26, 1998, the Company entered into a joint venture with
Breccia Development, Inc. of Milford, Utah to facilitate continued
exploration and development of its holdings in the Blue Mountain
District. This district is located about 30 mile west of Milford and
is a copper porphyry environment. The joint venture property holdings
consist of a state lease of 640 acres and unpatented claims of about
660 acres.
Glossary of Certain Mining Terms.
Acid Mine Drainage Acidic run-off water from mine waste dumps
and mill tailings ponds containing sulphide
minerals. Also refers to ground water pumped
to surface from mines.
Adit An opening driven horizontally into the side
of a mountain or hill for providing access to
a mineral deposit.
Alteration Any physical or chemical change in a rock or
mineral subsequent to its formation. Milder
and more localized than metamorphism.
Anticline An arch or fold in layers of rock shaped like
the crest of a wave.
Assay A chemical test performed on a sample of ores
or minerals to determine the amount of
valuable metals contained.
Backfill Waste material used to fill the void created
by mining an orebody.
Basement Rocks The underlying or older rock mass. Often
refers to rocks of Precambrian age which may
be covered by younger rocks.
Base Metal Any non-precious metal (e.g. copper, lead,
zinc, nickel, etc.)
Bedding The arrangement of sedimentary rocks in
layers.
Block Caving An inexpensive method of mining in which
large blocks of ore are undercut, causing the
ore to break or cave under its own weight.
Breccia A rock in which angular fragments are
surrounded by a mass of fine-grained
minerals.
Bulk Mining Any large-scale, mechanized method of ming
involving many thousands of tonnes of ore
being brought to surface per day.
<PAGE> 19
Cathode A rectangular plate of metal, produced by
electrolytic refining, which is melted into
commercial shapes such as wirebars, billets,
ingots, etc.
Chalcocite A sulphide mineral of copper common in the
zone of secondary enrichment.
Channel Sample A sample composed of pieces of vein or
mineral deposit that have been cut out a
small trench or channel, usually about 10 cm
wide and 2 cm deep.
Chute An opening, usually constructed of timber and
equipped with a gate, through which ore is
drawn from a stope into mine cars.
Complex Ore An ore containing a number of minerals of
economic value. The term often implies that
there are metallurgical difficulties in
liberating and separating the valuable
metals.
Concentrate A fine, powdery product of the milling
process containing a high percentage of
valuable metal.
Conglomerate A sedimentary rock consisting of rounded,
water-worn pebble or boulders cemented into a
solid mass.
Contact A geological term used to describe the line
or plane along which two different rock
formations meet.
Core The long cylindrical piece of rock, about an
inch in diameter, brought to surface by
diamond drilling.
Crosscut A horizontal opening driven from a shaft and
(or near) right angles to the strike of a
vein or other orebody.
Cut-and-Fill A method of stoping in which ore is removed
in slices, or liftsand then the excavation is
filled with rock or other waste material
(backfill), before the subsequent slice is
extracted.
Decline An underground passageway connecting one or
more levels in a mine, providing adequate
traction for heavy, self-propelled equipment.
Such underground openings are often driven in
an upward or downward spiral, much the same
as a spiral staircase.
Development Work carried out for the purpose of opening
up a mineral deposit and making the actual
ore extraction possible.
<PAGE> 20
Development Drilling Drilling to establish accurate estimates of
mineral reserves.
Diamond Drill A rotary type of rock drill that cuts a core
of rock that is recovered in long cylindrical
sections, two centimeters or more in
diameter.
Dilution (mining) Rock that is, by necessity, removed along
with the ore in the mining process,
subsequently lowering the grade of the ore.
Dip The angle at which a vein, structure or rock
bed is inclined from the horizontal as
measured at right angles to the strike.
Disseminated Ore Ore carrying small particles of valuable
minerals spread more or less uniformly
through the host rock.
Dore Unparted gold and silver poured into molds
when molten to form buttons or bars. Further
refining is necessary to separate the gold
and silver.
Drift A horizontal underground opening that follows
along the length of a vein or rock formation
as opposed to a crosscut which crosses the
rock formation.
Drill-Indicated
Resource The size and quality of a potential orebody
as suggested by widely spaced drillholes;
more work is required before the resource can
be classified as probable or proven reserves.
Due Diligence The degree of care and caution required
before making a decision; loosely, a
financial and technical investigation to
determine whether an investment is sound.
Dump A long and relatively thin body of igneous
rock that, while in the molten state,
intruded a fissure in older rocks.
Electrolytic Refining The process of purifying metal ingots that
are suspended as anodes in an electrolytic
bath, alternated with refined sheets of the
same metal which act as starters or cathodes.
Environmental Impact
Study A written report, compiled prior to
production decision, that examines the
effects proposed mining activities will have
on the natural surroundings.
Epithermal Deposit A mineral deposit consisting of veins and
replacement bodies, usually in volcanic or
sedimentary rocks, containing precious
metals, or, more rarely, base metals.
<PAGE> 21
Exploration Work involved in searching for ore, usually
by drilling or driving a drift.
Face The end of a drift, crosscut or stope in
which work is taking place.
Fissure An extensive crack, break or fracture in
rocks.
Float Pieces of rock that have been broken off and
moved from their original location by natural
forces such as frost or glacial action.
Flotation A milling process in which valuable mineral
particles are induced to become attached to
bubbles and float, while others sink.
Footwall The rock on the underside of a vein or ore
structure.
Fracture A break in the rock, the opening of which
allows mineral-bearing solutions to enter. A
"cross-fracture" is a minor break extending
at more-or-less right angles to the direction
of the principal fractures.
Free Milling Ores of gold or silver from which the
precious metals can be recovered by
concentrating methods without resort to
pressure leaching or other chemical
treatment.
Galena Lead sulphide, the most common ore mineral of
lead.
Gossan The rust-colored capping or staining of a
mineral deposit, generally formed by the
oxidation or alteration of iron sulphides.
Grab Sample A sample from a rock outcrop that is assayed
to determine if valuable elements are
contained in the rock. A grab sample is not
intended to be representative of the
depositand usually the best-looking material
is selected.
Grade The average assay of a ton of ore, reflecting
metal content.
Hangingwall The rock on the upper side of a vein or ore
deposit.
Head Grade The average grade of ore fed into a mill.
Heap Leaching A process involving the percolation of a
cyanide solution through crushed ore heaped
on an impervious pad or base to dissolve
minerals or metals out of the ore.
<PAGE> 22
High Grade Rich ore. As a verb, it refers to selective
mining of the best ore in a deposit.
Host Rock The rock surrounding an ore deposit.
Hydrometallurgy The treatment of ore by wet processes (e.g.,
leaching) resulting in the solution of a
metal and its subsequent recovery.
Intrusive A body of igneous rock formed by the
consolidation of magma intruded into other
rocks, in contrast to lavas, which are
extruded upon the surface.
Lagging Planks or small timbers placed between steel
ribs along the roof of a stope or drift to
prevent rocks from falling, rather than to
support the main weight of the overlying
rocks.
Lens Generally used to describe a body of ore that
is thick in the middle and tapers towards the
ends.
Level The horizontal openings on a working horizon
in a mine; it is customary to work mines from
a shaft, establishing levels at regular
intervals, generally about 50 meters or more
apart.
Limestone A bedded, sedimentary deposit consisting
chiefly of calcium carbonate.
Lode A mineral deposit in solid rock.
Metamorphic Rocks Rocks which have undergone a change in
texture or composition as the result of heat
and/or pressure.
Mill A processing plant that produces a
concentrate of the valuable minerals or
metals contained in an ore. The concentrate
must then be treated in some other type of
plant, such as a smelter, to affect recovery
of the pure metal.
Milling Ore Ore that contains sufficient valuable mineral
to be treated by milling process.
Mineral A naturally occurring homogeneous substance
having definite physical properties and
chemical composition and, if formed under
favorable conditions, a definite crystal
form.
<PAGE> 23
Mineralized Material
or Deposit A mineralized body which has been delineated
by appropriate drilling and/or underground
sampling to support a sufficient tonnage and
average grade of metal(s). Under SEC
standards, such a deposit does not qualify as
a reserve until a comprehensive evaluation,
based upon unit cost, grade, recoveries and
other factors, conclude economic feasibility.
Muck Ore or rock that has been broken by blasting.
Native Metal A metal occurring in nature in pure form,
uncombined with other elements.
Net Profit Interest A portion of the profit remaining after all
charges, including taxes and bookkeeping
charges (such as depreciation) have been
deducted.
Net Smelter Return A share of the net revenues generated from
the sale of metal produced by a mine.
Open Pit A mine that is entirely on surface. Also
referred to as an open-cut or open-case mine.
Ore Mineralized material that can be mined and
processed at a positive cash flow.
Ore Pass Vertical or inclined passage for the downward
transfer of ore connecting a level with the
hoisting shaft or a lower level.
Orebody A natural concentration of valuable material
that can be extracted and sold at a profit.
Oreshoot The portion, or length, of a vein or other
structure, that carries sufficient valuable
mineral to be extracted profitably.
Oxidation A chemical reaction caused by exposure to
oxygen that results in a change in the
chemical composition of a mineral.
Participating Interest A company's interest in a mine, which
entitles it to a certain percentage of
profits in return for putting up an equal
percentage of the capital cost of the
project.
Patent The ultimate stage of holding a mineral
claim, after which no more assessment work is
necessary because all mineral rights have
been earned.
<PAGE> 24
Patented Mining Claim A parcel of land originally located on
federal lands as an unpatented mining claim
under the General Mining Law, the fee simple
title of which has been conveyed from the
federal government to a private party
pursuant to the patenting requirements of the
General Mining Law.
Pillar A block of solid ore or other rock left in
place to structurally support the shaft,
walls or roof of a mine.
Porphyry Any igneous rock in which relatively large
crystals, called phenocrysts, are set in a
fine-grained groundness.
Precambrian Shield The oldest, most stable regions of the
Earth's crust, the largest of which is the
Canadian Shield.
Prospect A mining property, the value of which has not
been determined by exploration.
Probable (Indicated)
Reserves Resources for which tonnage and grade and/or
quality are computed primarily from
information similar to that used for proven
reserves, but the sites for inspection,
sampling and measurement are farther apart or
are otherwise less adequately spaced. The
degree of assurance, although lower than that
for proven reserves, is high enough to assume
continuity between points of observation.
Proven (Measured)
Reserves Resources for which tonnage is computed from
dimensions revealed in outcrops, trenches,
workings or drill holes and for which the
grade and/or quality is computed from the
results of detailed sampling. The sites for
inspection, sampling and measurement are
spaced so closely and the geologic character
is so well defined that size, shape, depth
and mineral content of reserves are well
established. The computed tonnage and grade
are judged to be accurate, within limits
which are statedand no such limit is judged
to be different from the computed tonnage or
grade by more than 20%.
Proven and Probable
Mineral Reserves Reserves that reflect estimates of the
quantities and grades of mineralized material
at a mine which the Company believes could be
recovered and sold at prices in excess of the
cash cost of production. The estimates are
based largely on current costs and on
projected prices and demand for such
mineralized material. Mineral reserves are
<PAGE> 25
stated separately for each such mine, based
upon factors relevant to each mine. Proven
and probable mineral reserves are based on
calculations of reserves provided by the
operator of a property that have been
reviewed but not independently confirmed by
the Company. Changes in reserves represent
general indicators of the results of efforts
to develop additional reserves as existing
reserves are depleted through production.
Grades of ore fed to process may be different
from stated reserve grades because of
variation in grades in areas mined from time
to time, mining dilution and other factors.
Reserves should not be interpreted as
assurances of mine life or of the
profitability of current or future
operations.
Raise A vertical or inclined underground working
that has been excavated from the bottom
upward.
Rake The trend of an orebody along the direction
of its strike.
Reclamation The restoration of a site after mining or
exploration activity is completed.
Recovery The percentage of valuable metal in the ore
that is recovered by metallurgical treatment.
Replacement Ore Ore formed by a process during which certain
minerals have passed into solution and have
been carried away, while valuable minerals
from the solution have been deposited in the
place of those removed.
Reserves That part of a mineral deposit which could be
economically and legally extracted or
produced at the time of the reserve
determination. Reserves are customarily
stated in terms of "Ore" when dealing with
metalliferous minerals. Reserves are further
classified by SEC guidelines as "Proven
Reserves" or "Probable Reserves" according to
the degree of assurance in the reserve
determination data.
Resource The calculated amount of material in a
mineral deposit, based on limited drill
information.
Rib Samples Ore taken from rib pillars in a mine to
determine metal content.
Rockbolting The act of supporting openings in rock with
steel bolts anchored in holes drilled
especially for this purpose.
<PAGE> 26
Rock Mechanics The study of the mechanical properties of
rocks, which includes stress conditions
around mine openings and the ability of rocks
and underground structures to withstand these
stresses.
Room-and-Pillar Mining A method of mining flat-lying ore deposits in
which the mined-out area, or rooms, are
separated by pillars of approximately the
same size.
Rotary Drill A machine that drills holes by rotating a
rigid, tubular string of drill rods to which
is attached a bit. Commonly used for
drilling large-diameter blastholes in open
pit mines.
Royalty An amount of money paid at regular intervals
by the lessee or operator of an exploration
or mining property to the owner of the
ground. Generally based on a certain amount
per ton or a percentage of the total
production or profits. Also, the fee paid
for the right to use a patented process.
Run-of-Mine A loose term used to describe ore of average
grade.
Sample A small portion of rock or a mineral deposit,
taken so that the metal content can be
determined by assaying.
Secondary Enrichment Enrichment of a vein or mineral deposit by
minerals that have been taken into solution
from one part of the vein or adjacent rocks
and redeposited in another.
Shaft A vertical or steeply inclined excavation for
the purpose of opening and servicing a mine.
It is usually equipped with a hoist at the
top which lowers and raises a conveyance for
handling personnel and materials.
Shear or Shearing The deformation of rocks by lateral movement
along unnumberable parallel planes, generally
resulting from pressure and producing such
metamorphic structures as cleavage and
schistosity.
Shrinkage Stoping A stoping method which uses part of the
broken ore as a working platform and as
support for the walls of the stope.
Skarn Name for the metamorphic rocks surrounding an
igneous intrusive where it comes in contact
with a limestone or dolostone formation.
<PAGE> 27
Solvent Extraction-
Electrowinnig
(SX/EW) A metallurgical technique, so far applied
only to copper ores, in which metal is
dissolved from the rock by organic solvents
and recovered from solution by electrolysis.
Sphalerite A zinc sulphide mineral; the most common ore
mineral of zinc.
Step-Out Drilling Holes drilled to intersect a mineralization
horizon or structure along strike or down
dip.
Stockpile Broken ore heaped on surface, pending
treatment or shipment.
Stope An underground excavation from which ore has
been extracted either above or below mine
level.
Stratigraphy Strictly, the description of bedded rock
sequences; used loosely, the sequence of
bedded rocks in a particular area.
Strike The direction, or bearing from true north, of
a vein or rock formation measured on a
horizontal surface.
Stringer A narrow vein or irregular filament of a
mineral or minerals traversing a rock mass.
Stripping Ratio The ratio of tons removed as waste relative
to the number of tons or ore removed from an
open pit mine.
Sublevel A level or working horizon in a mine between
main working levels.
Sulphide A compound of sulphur and some other element.
Tailings Material rejected from a mill after more of
the recoverable valuable minerals have been
extracted.
Tailings Pond A low-lying depression used to confine
tailings, the prime function of which is to
allow enough time for heavy metals to settle
out or for cyanide to be destroyed before
water is discharged into the local watershed.
Trend The direction, in the horizontal plane, or a
linear geological feature (for example, an
ore zone), measured from true north.
Troy Ounce Unit of weight measurement used for all
precious metals. The familiar 16-ounce
avoirdupois pound equals 14.583 Troy Ounces.
<PAGE> 28
Unpatented Mining Claim A parcel of property located on federal lands
pursuant to the General Mining Law and the
requirements of the state in which the
unpatented claim is located, the paramount
title of which remains with the federal
government. The holder of a valid,
unpatented lode mining claim is granted
certain rights including the right to explore
and mine such claim under the General Mining
Law.
Vein A mineralized zone having a more or less
regular development in length, width and
depth which clearly separates it from
neighboring rock.
Vug A small cavity in a rock, frequently lined
with well-formed crystals. Amethyst commonly
forms in these cavities.
Wall Rocks Rock units on either side of an orebody. The
hangingwall and footwall rocks of an orebody.
Waste Barren rock in a mine, or mineralized
material that is too low in grade to be mined
and milled at a profit.
Winze An internal shaft.
Zone of Oxidation The upper portion of an orebody that has been
oxidized.
ITEM 2. MINING PROPERTIES.
RECENT DEVELOPMENTS.
During fiscal years 1997 and 1998, the Company significantly
decreased the size of its holdings of federal unpatented mining claims
because of the effect on its holding and future exploration costs
brought about by recent additions to the federal mining regulations.
During 1998 the Company reduced its holdings of state mineral leases in
an effort to cut costs.
In April 1998, the Company discovered that certain mining claims
located in the Milford, Utah area and critical to its business
agreement with Nevada Star Resources had "clouded" titles due to a
competing claim by several corporations which had been granted title to
certain mining claims by a Bankruptcy Court action ("bankruptcy
claims"). See "Review of 1998 Operations, Item 1, above. The validity
of the title of the bankruptcy claims had been tested by Utah State
Court decisions and the rulings had demonstrated that the Bankruptcy
Court granted title was viable. Management of the Company determined
that it was unable to convey clear title to Nevada Star and sought to
cancel the sale to Nevada Star.
<PAGE> 29
Soon thereafter, the Company was notified by Nevada Star that it
had expended significant sums on personnel, additional drilling and
exploration and had commissioned a feasibility study of the project in
reliance upon the Company's representation that it had clear title to
the disputed ground. Nevada Star indicated they would pursue legal
action for damages (possibly including loss of profits) unless the
Company could convey acceptable clear title. The Company then
approached the owners of the "bankruptcy" claims and sought to purchase
these claims in order to own any and all of the competing interests so
that clear title could be conveyed.
The Company was only able to purchase the "bankruptcy" claims as
part of a package of mining properties since the owners were seeking to
liquidate holdings of mining claims. Thus, the Company acquired the
disputed claims as well as additional properties in the Star, North
Star and Beaver Lake Districts near Milford, Utah; the Tennessee Mine
near Chloride, Arizona; mineral rights on 65 claims near Cripple Creek,
Colorado; and the Sunset Mine near Wallace, Idaho.
SUMMARY OF PROPERTIES OWNED OR CONTROLLED.
Utah.
The Company owns or controls a total of 20,205 acres of mining and
mineral exploration properties within the state of Utah summarized in
the following table. The properties are categorized into project
areas.
Utah
State Federal
Project Private Mineral Unpatented Total
Area Location Property Leases Claims Acres
Tintic Eureka and
and West Utah West 11,163 1,601 2,473 16,237
Tintic Tintic
OK Mine, Milford and
South Beaver, 359 - - 359
Utah Utah
Copper
Kings S.W.
Canyon Utah - 3,200 - 3,200
Blue Milford &
Mountain Beaver, - 640 660 1,300
Utah
Oquirrh Tooele
Mountains County, 109 - - 109
Utah
11,631 5,441 3,133 20,205
<PAGE> 30
Idaho.
The Company owns 24 patented mining claims comprising the Coeur
d'Alene Syndicate property encompassing about 242 acres. The Company
owns six patented claims comprising the Sunset Mine encompassing 93
acres. The Company also controls 22 unpatented claims near the Lucky
Friday Mine (owned and operated by Hecla Mining Company) encompassing
about 400 acres. All of these claims are located in the Coeur d'Alene
Mining District in Shoshone County, Idaho.
Arizona.
The Company owns four patented mining claims near the town of
Chloride, Arizona comprising the Tennessee Schuykill Mine encompassing
about 46 acres.
Colorado.
The Company owns mineral rights on 65 patented mining claims in
the Cripple Creek District near Cripple Creek, Colorado. Some of these
claims are nearby the Cresson Mine operated by Independence Mining
County. These mineral rights encompass about 565 acres.
Nevada.
The Company as of September 30, 1998 had terminated all of its
leases or property options in Nevada.
Mexico.
The Company will likely terminate by January 1999 its joint
venture with Metalline Mining Company of the Sierra Mojada Project
located in the Sierra Mojada District, Coahuila, Mexico.
DESCRIPTION OF MINING PROPERTIES.
Utah.
1. Tintic: The Company's holdings in the Tintic District consist
primarily of the Dragon Mine which has in the past been mined for
halloysite clay. The Dragon consists of 36 patented claims
encompassing 266 acres. Currently, there is an estimated resource of
300,000 tons of halloysite at the Dragon Mine. Halloysite's most
valuable use is as a filler in very fine translucent bone china.
Halloysite clays which meet the stringent specifications for this use
are valued at $200 to $300 per ton. The Dragon clays have been tested
by several major clay companies and it is believed that the Dragon clay
is of extremely high quality and may be suited to this application.
However, the market for this high-end use is limited. The Company seeks
to sell, joint venture, or lease the Dragon. Management is also
researching other applications for which the halloysite clay may be
suited. The Company had other extensive property holdings in the Main
Tintic District but transferred them in settlement of litigation. See
"Item 3. Legal Proceedings."
2. West Tintic: the Company owns three patented claims
comprising the Lead King Mine. This is a silver-lead property and
totals 83 acres and is located in Juab County. The Company also holds
mineral rights on 10,814 acres acquired from the McIntyree Trust. The
<PAGE> 31
Company had a joint venture with BHP Minerals on this ground which was
terminated in 1997. The Company plans no further work on these
properties in the near future.
3. OK Mine/South Utah Copper: In May 1998, the Company signed a
final agreement with Nevada Star Resource Corp. (VSE:NEV), based in
Seattle, Washington. Previously, the Company had spent thousands of
man-hours and significant other expenditures in an unsuccessful effort
to obtain financing for the project on its own. The agreement sold a
substantial portion of the Company's property in the District with the
objective of unitizing the OK district and achieving financing and
construction of a solvent-extraction electrowinning (SX/EW) copper
recovery plant. From the copper reserves mined in the project area,
the plant will produce electrolytic grade copper cathodes for sale to
manufacturers and commodity brokers. Under the agreement with Nevada
Star, the Company received two million shares of Nevada Star stock plus
a royalty consisting of 12% of the cash operating profits applicable to
all copper production coming from the 144 square mile "area of
interest" centered at the OK Mine site. Grand Central sold 4,172 acres
of mining property having copper ore reserves containing 47.7 million
pounds of contained copper at an average grade of .50% copper. Nevada
Star holds about 2,907 acres of mining property, which has copper ore
reserves containing 48.9 million pounds of contained copper at an
average grade of 1.5% copper. The combined ore reserves from the
Company and Nevada Star total 6.4 million tons of ore containing 96.6
million pounds of copper at an average grade of .75% copper. These ore
reserves, with a 75% copper recovery, will provide a mine life of at
least five years. However, project geologists believe that the
likelihood of additional ore reserves being acquired or discovered is
excellent and that the mine life can be significantly extended.
Unfortunately, because of the current low copper prices caused largely
by the slump in economic activity in the far east, management now
believes that the project will not be financed in fiscal year 1999 and
is an unlikely source of cash flow for the Company in the foreseeable
future.
4. Kings Canyon: The Company owned a 4% net smelter return
royalty on a drilled out shallow gold deposit containing about 200,000
ounces of gold. This royalty was transferred to another Company in
settlement of litigation. See "Item 3. Legal Proceedings."
Additionally, the Company has about 3,200 acres of state mineral
leases. These leases expire on January 18, 1999 and the Company has
not yet determine if they will be renewed.
5. Blue Mountain: On August 26, 1998, the Company entered into
a joint venture with Breccia Development, Inc. of Milford, Utah to
facilitate continued exploration and development of this area. This
district is located about 30 mile west of Milford and is a copper
porphyry environment. The property holdings consist of a state lease
of 640 acres and unpatented claims of about 660 acres. Numerous
commercial grade gold and copper occurrences have been identified. Past
work has revealed a zone 8,000 feet long and 1,000 feet wide with
anomalous gold values. Under the joint venture agreement, Grand
Central retains a 30% carried interest with no project expenditures
required through production. Breccia Development has carried out some
exploration in the fall of 1998 and results have not yet been received
by the Company.
<PAGE> 32
6. Other Beaver County Properties:
Bradshaw Cave Canyon Project: Bradshaw Mining District. Consists
of 219 acres, 13 patented claims, located 12 miles Southeast of
Milford, Utah. Minerals: gold, silver and copper.
Imperial Mine Project: San Francisco Mining District, Beaver
County, Utah. Eight patented claims consisting of 125 acres. The
Company has a 50% interest for a net 62.5 acres. Located 10 miles
Northwest of Milford, Utah and includes the Imperial Mine. This is an
open pit mine with minerals of copper, silver, gold and zinc.
Substantial gold, silver and copper resources remain but must be
reverified by sampling and drilling and in light of existing low metal
prices.
Golden Reef Project: Pruess Mining District, Beaver, County, Utah.
Consists of three patented claims encompassing 62 acres. Located 16
miles Northwest of Milford, Utah. The Golden Reef Gold Mine is on the
property.
Star, North Star and Beaver Lake Districts: In 1998, the Company
acquired additional ownership of numerous patented mining claims in the
Star, North Star and Beaver Lake Mining Districts. There are many old
silver and gold mines on these properties. The Company is currently
engaged in a legal review and land title search on these claims. Some
of them will require quiet title actions to be filed and advanced
through the legal system. The Company intends to perfect its title to
these properties and then begin a review of the mineral potential of
these claims.
7. Oquirrh Mountains: The Company owns a 25% interest in six
patented claims for a net 36 acres and 100% of six other patented
claims encompassing 73 acres. These claims are south of the Bingham
Copper Mine in Tooele County, Utah and have indications of copper, gold
and silver mineralization. The Company has not conducted further
evaluation of their mineral potential.
Idaho.
1. Coeur d'Alene Syndicate: No significant mineral production
has to date occurred on the Coeur d'Alene Syndicate property and there
are no known proven or probable reserves. In November 1997, the
Company acquired fee simple ownership of the 24 patented mining claims
that comprise the Coeur d'Alene Syndicate property, located in Burke
Canyon some six miles northeast of Wallace, Idaho. The property is
near the eastern end of the Coeur d'Alene mining district and is an
undeveloped portion of a major mineralized trend running through the
Star-Morning Mines and on to the Frisco and Black Bear Mines.
Geologists have long considered the Syndicate property to be an
outstanding exploration target where the highly productive Star fault
turns to the southwest and intersects the Commander fault. The
property is currently developed by an adit from the Black Bear
property, but could ultimately be accessed by deep shafts on either end
of the strike if agreements could be made with the respective companies
who own the Star and Frisco Mines. In the summer 1998, the Company
entered into an agreement with an independent timber company to sell
the mature timber for cash. The transaction closed in October 1998 and
all of the proceeds were used to pay down a bridge loan the Company had
incurred in March 1998.
<PAGE> 33
2. Sunset Mine: The Company acquired the six patented claims of
about 93 acres which comprise the Sunset Mine in July 1998. The
Property is situated about 10 miles northeast from Wallace, Idaho in
Shoshone County. Exploration of the property began in 1890 and the
property was worked intermittently for the next 80 years. The last
reported production occurred in 1977 from a near surface pillar of ore.
The mine is developed by a vertical shaft down to at least the 1500
foot level which is the deepest reported level of mining. However, the
Sunset vein is projected well below this level as old mine plans were
developed for this indicated reserve. The ore is primarily zinc rich
and contains some lead and silver. A developed ore reserve of 23,000
tons averaging 5.27% zinc, 3.88% lead and 1.9 opt silver was reported
by Day Mines in 1960. The Company believes additional mineral
resources could be developed at depth and along other indicated veins
within the property.
3. Mullan Area Claims: The Company acquired control of 22
unpatented mining claims (about 400 acres) in the Mullan, Idaho area in
November 1997. Mullan is about 7 miles east of Wallace, Idaho. These
claims consist of two blocks. One block of ten claims lies north of
the Gold Hunter deposit, a high-grade lead, silver, zinc deposit
discovered by Hecla Mining in 1994 and now being mined via their lucky
Friday workings. The second block of 12 claims lies to the west of the
Gold Hunter and east of the Hecla Star Mine workings. The proximity of
these claims to major ore deposits makes these claims of high value in
the judgment of management.
Arizona.
Tennessee-Schuylkill Mine: The four patented claims comprising
this mine consist of about 46 acres. The mine is located in the
Wallapai Mining District near the town of Chloride, Arizona. The mine
was operated over a 44 year period from 1904 to 1948 and produced a
large amount of lead, zinc, silver, copper and gold. The mine was
closed in 1948 but produced only minor amount from 1943 forward due to
labor shortages caused by World War II. The mine is developed by a
vertical shaft at least to the 1600 foot level and the Tennessee is
believed to contain a resource of 70,000 tons of lead-zinc ore grading
8% zinc and 4% lead with a low precious metal content. The reported
width of the veins and continuity along strike leads the Company's
management to believe that additional reserves can be developed at
depth and along strike in the mine.
Colorado.
Cripple Creek Claims: In July 1998, the Company acquired mineral
rights on sixty-five patented mining claims comprising about 565 acres
in Teller County, Colorado near the Town of Cripple Creek. Some of the
claims are located within two hundred feet of the Cresson Gold Project.
The Cresson Mine is an open-pit gold mine operated by Cripple Creek &
Victor Gold Mining Company. The Company intends to research the
mineral potential of the properties further as funding allows. The
Company has transferred a 3% net smelter return royalty on these claims
to another company in settlement of litigation. See "Item 3. Legal
Proceedings."
<PAGE> 34
Nevada.
Wonder Project: The Company signed an option to joint venture
agreement in April 1998 with Arizuma Resources Inc. ("Arizuma") on
Arizuma's holdings in the Wonder Mining District, Churchill County,
Nevada. The option to joint venture gave the Company a four month
period to evaluate the property before signing a formal joint venture.
This evaluation included the drilling of several exploratory holes to
test the down-dip potential and contiguity of the Wonder vein.
The Joint Venture would have granted the Company the rights to
explore and develop all oxide silver-gold and silver-rich base metal
sulfide deposits below open-pit mineable depths (500 feet) in this
famous silver district, located in the Clan Alpine Mountains 50 miles
east of Falcon, Nevada. The joint venture would control approximately
2,200 acres in the heart of the district, of which nearly 1,000 acres
are patented claims and include the Nevada Wonder, Queen and Jackpot
Mines and the unmined Silver Center Vein.
The Wonder District was discovered in 1906 and caused one of the
last great mining rushes in the West. From 1907 to 1942, the district
produced approximately 6.7 million ounces of silver and 71,600 ounces
of gold from 413,000 tons of ore. Average grades were 16.2 ounces per
ton (opt) of silver and 0.17 opt gold. Of these productions totals,
nearly 90% is credited to the historic Nevada Wonder Mine.
The Wonder vein system has a strike length of nearly 6,000 feet,
of which only 2,000 feet have been explored and partially mined. Mining
widths up to 40 feet were reported from two larger ore shoots, one of
which was explored to over 2,000 feet in depth. The vein system is
strongly oxidized to 1,300 feet and contains two zones of high-grade,
secondarily enriched ore from 500-700 feet and from 1,100-1,300 feet.
Historic data shows that of the two main ore shoots, the
southerly, or Extension shoot was stoped nearly continuously for
hundreds of feet to the 1300 level. Exploration in the sulfide zone
continued to the 2000 level, where good grades were still reported and
the mine remained dry. Because the milling operation could only treat
oxide ores, no sulfide ore was produced. The northerly and larger of
the two main ore shoots, the Nevada Wonder, was stoped nearly
continuously from the surface to the 500 leveland only sporadically
lower to the 1600 level.
The Company conducted surface exploration in April 1998 and
mobilized a drill crew and equipment to the district for a 5,000 foot
initial drill program which began in May. The Company planned to drill
the uppermost portions of the holes with reverse circulation drilling
and finish the holes with diamond core. The Company contracted with a
private contractor to drill the reverse circulation portion which was
completed by June 1998. During this time, the Company had re-furbished
and equipped its own "Longyear 44" model diamond drill and moved it to
the site in mid-June. Unfortunately, due to poor ground conditions the
program was unsuccessful at penetrating the down-dip extension of the
Wonder vein. The program was canceled in mid-July due to poor
conditions and lack of funding.
<PAGE> 35
Other Nevada Projects.
In addition to the Wonder property, the Company had acquired
exploration options on three other silver exploration properties in
Western Nevada which it intended to evaluate during the 1998 and 1999
field seasons. Due to lack of funding, all of these projects were
dropped.
Mexico.
Sierra Mojada Project.
Location and Access.
The Sierra Mojada Mining district is located in the west-central
part of the state of Coahuila, Mexico, near the Chihuahua border some
200 kilometers south of the Big Bend of Texas. The principal mining
area extends for some five kilometers in an east-west direction along
the base of the precipitous, 1,000 meter high Sierra Mojada Range. The
small towns of Sierra Mojada and Esmeralda are north of and below the
mines near the center of an approximately three kilometer wide valley
that is bounded to the north by the Sierra Planchada Range.
History of Mining.
The initial discovery of rich silver ore was made in 1879. Over
the next 12 years numerous small mines developed, for over five
kilometers, along a continuous, oxidized silver lead ore body known as
the "lead manto."
In September 1891, the Mexican Northern Railroad completed its
spur line from Escalon to the district; it is said that ore coming from
the district and loaded on trains at the advancing railhead had already
paid for construction before the line was completed. Rail access
stimulated development and the period from 1891 to the late 1920's was
the peak of productivity of the district.
Production records for the district are incomplete and much of the
production was never recorded. The Joint Venture has acquired
voluminous data from Penoles, a past operator in the district, as well
as other historical data available from past producers and the Mexican
government.
Published data indicates that the lead manto was mined out in
1905. Discovery of orebodies containing copper-silver, silver, silver-
lead and oxide zinc more than made up the difference. Between 1922 and
1931 additional silver-lead ore was discovered and mined to the south
for some 1,400 meters under the range. These orebodies were later
mined more than two kilometers to the south. From the available data
it is apparent that the district has produced in excess of ten million
tons of very high grade, direct shipping ore that graded at least 30%
lead, 20% zinc and 1,000 to 2,000 grams/ton silver.
In early 1992, USMX Inc., based in Denver, Colorado, undertook a
reconnaissance exploration program in North Central Mexico. Results of
this work were positive and one of the areas identified as having high
potential was the Sierra Mojada District. USMX Inc., through their
Mexican subsidiary MXUS S.A. de C.V., located a large concession over
the entire range in early 1993 containing 4767.3 hectares. Minera
<PAGE> 36
Kennecott shortly afterward claimed more territory to the east, north
and west of the USMX ground. USMX then joint ventured their property
to Kennecott. Neither Kennecott nor USMX attempted to purchase or
explore any of the older historic mining concessions. Kennecott
returned the property to USMX in the Spring 1996.
Metalline Mining signed a joint venture agreement with USMX in
July 1996 and took operational control of the USMX concession along
with part of the area located by Kennecott to the north and west of the
mine area. This joint venture agreement called for Metalline to spend
$2 million in exploration or property payments over seven years. At
that point, USMX would have the right to participate at 35%, paying a
percentage of all costs going forward. The USMX concessions are called
the Sierra Mojada and the Sierra Mojada III and total 6456.5 hectares.
Metalline also purchased the Esmeralda, Esmeralda I, Fortuna, Nortenos
and La Blanca in the historic mining district. These latter purchases
became part of the area of interest for purposes of the joint venture
agreement.
USMX was acquired by Dakota Mining in May 1997, and thus Dakota
inherited rights under the existing joint venture agreement. By the
end of 1997 it had become apparent that Dakota Mining had little
interest in pursuing the Sierra Mojada Project due to other commitments
and corporate difficulties caused primarily by the fall in the price of
gold. Royal successfully negotiated with Dakota to buy Dakota's 35%
back-in participation right for $100,000 cash, 200,000 restricted
shares of Metalline Mining stock held by Royal (acquired as an
investment in April 1997) and 100,000 free-trading shares of Royal.
Dakota has reverted to a Net Smelter Return Royalty of approximately 2%
which will be paid out of production from the district. There are no
advance royalty payments required.
In February 1998, as part of the Company's corporate strategy of
combining with Royal Silver Mines, Inc., the Company acquired this 35%
participating interest from Royal Silver Mines, Inc. for 735,000 shares
of common stock and a $350,000 note payable in February 1999 and
bearing interest at 8% per annum.
Geology.
The Sierra Mojada District is located along the southern margin of
the Sabinas Basin, a large east-west trending rift basin in
northeastern Mexico which formed during Late Jurassic and Early
Cretaceous time. Jurassic marine carbonates and shales are overlain by
a Early Cretaceous red bed clastic sequence composed of coarse grained
conglomerates with volcanic and intrusive rock clasts and tuffaceous
finer grained sediments. The red beds are overlain by Early Cretaceous
marine carbonates.
A majority of the silver production during the later years of
production came from disseminated, silver sulfide and sulfosalt
minerals in carbonate rocks; the so called "limey silver" ore. Bedded,
disseminated silver, copper-silver and zinc-silver sulfide ore that
extended laterally was recognized and the high grade deposits, such as
the San Jose (3% to 4% copper and 1-3 kg silver/mt) were mined.
Mineralization with grades lower than that required for direct shipping
ore was left unmined.
<PAGE> 37
Mineralization.
Metalline geologists have been evaluating two distinct
disseminated and massive sulfide silver, copper, lead and zinc ore body
types in the north side of the district. One is located in a red bed-
sandstone-carbonate sedimentary contact zone. The second is hosted in
carbonate units stratigraphically below the above contact zone
mineralization. The north side ores are an extensive sedimentary
system that is open to additional discovery within and vertically below
the historic mines and both laterally and vertically north and west of
the historic mines.
Recent geologic mapping has established the presence of a reverse
fault over the entire length of the district which separates the north
side sulfide mineralization, deposited in the Taraises Formation, from
the south side manto and chimney oxide mineralization deposited in the
Aurora Formation. This fault, named the Sierra Mojada fault, strikes
near east-westand dips 65E to 70E north. The most recent movement on
the fault shows post mineral reverse movement with the south side down
relative to the north side.
Therefore, the highly productive ore zones north of the fault are
down thrown on the south side of the fault and are located
stratigraphically below the deepest levels of mining south of the
fault. Both north side ore types are potentially present south of the
fault and present the potential for discovery of large and high grade
sulfide reserves such as those mined historically from north of the
fault. It is important to emphasize that the Sierra Mojada fault is
not located on the red bed/carbonate contact. The fault is discordant
to the contact, not concordant and down faults the red bed section on
the south.
Mineros Nortenos Concession.
Metalline Mining signed a purchase agreement on the Mineros
Nortenos concession in 1997 which became part of the joint venture.
This purchase includes the following mining properties: San Salvador,
Encantada, Esmeralda, Fronteriza, Nuevo Alamaden, Parrena, La Suiza,
Atalaya and Vulcano. In addition to the mineral properties, the
agreements also convey surface ownership, water rights and extensive
surface facilities including warehouses, shops, office facilities,
living quarters and three operating shafts with hoists. The San
Salvador, Encantada, Esmeralda and Fronteriza contain the historic
high-grade silver-lead-zinc "main manto" zone which was responsible for
about 5 million tonnes of production at grades between 1-3 kg/tonne
silver and 20-30% lead.
Extensive evaluation in the 1970's by the Consejo de Recursos no
Renonvables (non-renewable resources division of the Mexican
Government) credits this zone with an existing known resource of
slightly over two million tonnes of oxide zinc ore. Assuming that these
resources can be verified, this ore block could be a very valuable
asset of the joint venture. This is a resource of approximately
838,000,000 pounds of zinc having a gross metal value at current prices
($.53 per pound) of approximately $444,000,000. However, metallurgical
techniques to successfully recover zinc oxide are limited and dependent
upon factors which the joint venture has not conclusively determined.
<PAGE> 38
Results of Exploration.
Project geologists have collected and assayed a total of 2374
samples from underground workings and mine dumps which average 121
grams silver per tonne, 0.44% copper, 0.83% lead and 2.05% zinc. Of
these, 1063 samples are considered to be above an underground mineable
grade and average 249 grams silver per tonne, 0.59% copper, 1.48% lead
and 4.03% zinc.
The joint venture announced on March 3, 1998 that it acquired a
voluminous database on the Sierra Mojada District from Servicios
Industriales Penoles, S. A. de C.V. The data includes over 50 geologic
maps, reports, drill hole data and a zinc oxide reserve study. The
data was generated by Penoles' operations in the district from the
1880's until the 1940's and from more recent exploration programs in
the district.
The Penoles database contains 2171 diamond drill holes that were
drilled over a period from 1930 through 1953. The holes are all
underground diamond drill holes that were drilled from mines within an
area of about 5 kilometers by 2 kilometer. Analysis of 871 of these
holes define a east-west trend of silver, copper mineralization over 3
kilometers long by 0.5 kilometers wide. 547 holes define 3 silver
deposits in this trend. In the Once and Vulcano mines, in the west end
of the district, 297 holes test sedimentary disseminated silver, copper
mineralization in limestone and sandstone beds that strike near east-
west and dip at low angles to the north and plunge at low angles to the
west.
The holes test a volume of ground 300 meters in an east-west
direction by 150 meters in a north-south direction by 20 meters thick.
In the Encantada mine, three kilometers to the east, 186 holes were
drilled in a volume of ground 220 meters east-west by 140 meters north-
south and 30 meters thick. Silver, copper mineralization is
disseminated in limestone beds that strike near east-west, are near
horizontal and plunge at low angle to the east. In the San Salvador
mine, 0.5 kilometer west of the Encantada mine, 64 holes test the same
type of disseminated mineralization in limestone beds 30 meters thick,
for 120 meters east-west and 60 meters north-south. Mineralization is
open in all directions including depth along this three kilometer trend
and to the east and west of its known three kilometer occurrence. This
same type of silver, copper mineralization in limestone and sandstone
occurs on mine dumps for 1.5 kilometers west of the three kilometer
drill hole indicated trend and for 0.5 kilometer to the east of the
trend, demonstrating that this type mineralization extends for at least
five kilometers in a east-west direction.
The 871 drill holes were routinely sampled at 1.5 meter intervals
and assayed for silver. The holes contain 1336 interval samples with
values greater than 100 grams silver per ton and have a weighted
average of 527 grams (17 ounces) silver per ton (Troy Ounce = 31.1
grams). Only 7% of the samples have copper assays, these range from
0.1% to 5.6% with a weighted average of 0.98%.
To date, less than 50% of the historic workings under the control
of the joint venture have been examined. The presence of over 80
kilometers of underground workings has allowed project personnel to
gain a more complete understanding of this large and complicated
mineral system and will continue to do so during future work. The Joint
<PAGE> 39
Venture believes the Sierra Mojada concessions host large tonnage
sulphide resources of silver, copper, lead and zinc ore deposits that
will be highly profitable to be mined using modern mining techniques.
Property Payments.
The following table estimates annual payments due in 1999 and
2000. Note that all payments are optional and that all purchase
agreements may be terminated by notification to the underlying property
owner. However, failure to maintain payments, or cancellation, will
result in forfeiture of past payments and termination of the interest
in the underlying mining properties. (All amounts in U.S. dollars.)
Property 1999 2000
Esmeralda 100,000 100,000
Esmeralda I 20,000 30,000
Fortuna 30,000
La Blanca 20,000 60,000
Nortenos 192,500 3,270,000
$362,500 $3,460,000
* Note that the Company is responsible for IVA taxes on the
Esmeralda I only in addition to the above payments.
Fiscal 1999 Budget.
The joint venture has developed a budget including property
payments, personnel costs and drilling costs of $1,787,000. Of this,
the Company would be responsible for 35% or $625,450. Additionally,
the Company is in arrears for Fiscal 1998 in the amount of at least
253,000. Given these significant unfinanced past costs and future
expenditures, it is likely that the Company will withdraw from the
project, despite its obvious attractiveness as a very large mineral
system.
EXPLORATION OF COMPANY MINING PROPERTIES IN FISCAL 1998.
The Company conducted exploration on mineral properties it had
either leased or optioned in the State of Nevada. The Company expended
approximately $100,000 on these projects. As noted above, these
properties have been dropped.
The Company conducted (through a joint venture) exploration on the
Sierra Mojada project in Mexico. The Company would have been
responsible for approximately $258,000 for the period from February
1998 through September 1998, in expenditures had it chosen and been
able to continue in the joint venture. Additionally, the Company will
be responsible for in excess of $625,000 in expenditures in fiscal
1999. As noted above, it is likely the Company will withdraw from this
project for lack of funding.
The Company expended approximately $50,000 at its Dragon
halloysite mine on sampling, re-opening and placing ladders in the
Dragon Shaft and escorting officials from both English China Clay
Company and New Zealand Clay Company around the project.
<PAGE> 40
The Company expended about $10,000 on surveying and marking claims
in the Coeur d'Alene mining district. Some of this activity was
related to a timber sale.
The Company expended a minor amount of funds on reconnaissance of
its remaining mining properties. The Company did not conduct any
exploration or development work on these properties during fiscal 1998
and none is planned for fiscal 1999.
ITEM 3. 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> 41
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> 42
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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to security holders during the fourth
quarter 1998.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Company's common shares are traded in the over-the-counter
market and have been quoted since February 1998, on the National
Association of Securities Dealers Automated Quotations System (NASDAQ)
Small Cap under the symbol "GSLM." Prior to February 1998 and since
1988, the Company was known as Centurion Mines and traded on the NASDAQ
Small Cap under the symbol "CTMC."
The prices listed below are the highest and lowest sales
quotations reported to the Company during each fiscal quarter for the
period October 1, 1995 through March 31, 1998. These quotations
reflect inter-dealer prices, without retail markup, markdown, or
commission and may not necessarily represent actual transactions:
1998 1997 1996
------------- ------------- -------------
FISCAL QUARTER ENDED: High Low High Low High Low
- --------------------- ---- --- ---- --- ---- ---
December 31
(first quarter) 2.50 1.88 1.38 0.75 2.06 1.44
March 31
(second quarter) 3.00 2.69 0.94 0.50 2.06 1.38
June 30
(third quarter) 1.75 1.69 0.75 0.38 1.88 1.31
September 30
(fourth quarter) 0.87 0.75 0.69 0.31 1.69 0.88
<PAGE> 43
At January 12, 1999, there were approximately 780 shareholders of
record of the Company's common shares. Since its inception, the
Company has not paid any dividends on its common shares and does not
anticipate that dividends will be paid in the immediate future.
ITEM 6. SELECTED FINANCIAL DATA.
The selected financial data included in the following table have
been derived from and should be read in conjunction with and are
qualified by the Company's consolidated financial statements and notes
set forth elsewhere in this report. Historical financial data for
certain periods may be derived from financial statements not included
herein.
<TABLE>
1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
RESULTS OF
OPERATION:
- -----------------
Revenues $ 0 $ 0 $ 0 $ 0 $ 0
Net Income
(loss) (13,575,855) (1,659,875) (1,660,483) (2,635,655) (2,372,790)
Net income (loss)
per common share (.84) (.06) (.07) (.11) (.12)
Balance
Sheet Data:
- -----------------
Total assets $ 7,615,951 $10,412,074 $9,770,328 $8,658,470 $8,492,800
Working capital
(deficit) (2,358,252) (186,958) 16,695 (51,771) 637,171
Long-term debt 9,142 93,045 106,436 0 0
Stockholders'
equity $ 5,087,364 $ 9,851,349 $9,256,926 $8,265,862 $7,940,307
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION.
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 mineable 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 amounts of money on a property
before it is possible to make a final determination as to whether or
<PAGE> 44
not the property contains economically mineable ore bodies. The
economic viability of a property cannot be finally determined until
extensive exploration and development work, plus a detailed economic
feasibility study, as 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 development stage of the
Company, from inception to September 30, 1998, the Company accumulated
a deficit of $25,890,238. Most of this deficit was occasioned by the
current year loss of $13,575,855, which reflected massive losses on
dispositions and writedowns of mineral properties and investments
totaling $11,481,484.
At September 30, 1998, $5,875,046 of the Company's total assets of
$7,615,951 were investments in mineral properties and $319,927 of the
Company's assets are investments in other junior mining companies
(Royal Silver Mines, Inc., a minerals exploration company traded on the
OTCBB; Summit Silver, Inc., a minerals exploration company trade on the
OTCBB; Nevada Star Resources, Inc., a minerals exploration company
traded on the Vancouver Stock Exchange). Due to the overall decline in
the junior mining exploration industries, these investments have
limited liquidity and these three companies likely suffer from the same
lack of capital as the Company.
Additional exploration is required to substantiate and determine
whether the mineral properties of the Company contain ore reserves that
are economically recoverable. Once this is shown, recovery of the
Company's invested capital requires either the development of these
properties into a revenue-producing mine, or the sale of the assets at
a profit to another company. Therefore, the success of the Company 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 arrangement 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 but, as explained above, has
an accumulated deficit. Although it has recurring losses from
operations, the Company continued in operation primarily by continued
sales of equity capital. Regarding its 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 September 30,
1998, the Company had current assets of $147,225. $113,784 of this
amount was in marketable securities of Royal Silver Mines, Inc. These
shares have limited liquidity, however, and are an unlikely source of
immediate capital. Current assets of the Company have not declined
dramatically from 1997 ($247,998) and management believes the assets of
the Company, although limited, are sufficient to carry the Company
forward, primarily because of significant cost-cutting measures which
were instituted in 1998.
<PAGE> 45
Due to the foregoing conditions the Company's independent
certified public accountants included a paragraph in the Company's
financial statements relative to a going concern uncertainty.
The Company estimates that it will need minimal capital resources
of approximately $10,000 per month to meet its estimated expenditures
for fiscal 1999. The Company intends to meet this requirement
primarily through the continued sale of its assets and secondarily
through the sale and issuance of common stock. In 1998, management met
with experienced financial and investment firms throughout North
America and negotiated arrangements for capital fund raising.
Inasmuch as the Company has not yet determined in detail the
specifications of the project, operation or mining activity that it
intends to undertake, management is not able at this time to provide a
detailed listing or exact range of operation costs, including increases
in general and administrative expenses, if any. However, the Company
plans to fund any increases in general and administrative expense
principally from joint venture revenues or private placement funds.
Financing for the Company's exploration and development of mineral
properties is 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 consistently has made full and timely payments of its
expenses, in particular to the various governmental payees it interacts
with, and has met its obligations to the entities which provide its
personnel, office space and equipment needs. The Company currently is
seeking alternate sources of working capital sufficient to increase the
funding of additional general and administrative expenses that my
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 Years Ended September 30, 1996, September 30, 1997
and September 30, 1998, Respectively.
Historically, the Company has not had revenues, and had none in
1998, 1997 and 1996. Instead, it receives operating funds from income
sources other than revenue, such as the option and sale of property and
royalty interest, the sale of equity securities and the interest on
investments. The income from these sources fluctuates irregularly from
year to year, causing a significant impact on operating results.
During fiscal years 1998, 1997 and 1996, the Company did not receive
any income from advance mineral royalties, reimbursements related to
venture properties, or from the sale of properties. Consequently, there
was no corresponding costs of mineral properties sold. However, the
Company was successful in 1998, 1997 and 1996 in obtaining equity
investments, and these investments were sufficient to fund the general
and administrative expenses of the Company, as well as, make some
progress at advancing the Company's mineral properties.
The Company's total operating costs increased 9% in 1998
($2,042,635) from 1997 (1,878,655). This reflects the continued
operational pace of the Company in the first three quarters of the year
as an active exploration and development company, and increased legal
<PAGE> 46
costs associated with multiple sets of litigation in progress. Current
management has reduced operational costs significantly and expects
these savings to be reflected largely in 1999. The Company's total
operating costs decreased 25% in 1997 ($1.88 million) as compared to
1996 ($2.29 million), primarily because of cutbacks in personnel and
other overhead costs.
In 1998, the Company took significant write-downs to the value of
its mineral properties reflecting the sale of assets to Nevada Star
Resources, the settlement of litigation which required the transfer of
mineral properties and/or royalties and a general recognition that the
properties are worthless in the current difficult market environment
for base and precious metals. The Company wrote off $8,775,900 of
mineral properties, comprising the majority of its capitalized mineral
costs from prior years and includes a write-off of $1,755,900 of joint
venture costs in a Mexican mineral property. In addition, the Company
sold its OK Copper Mine at a loss of $1,556,771 and also experienced
large losses on the disposition of its interests in subsidiary
corporations. These changes resulted in a net loss for the Company of
$13.57 million in 1998 ($0.84 per share) as compared to $1.66 million
in each of 1997 ($0.06 per share) and 1996 ($0.07 per share), compared
with a net loss of $2.64 million in 1995 ($0.11 per share).
General and administrative expenses increased from $1,471,975 in
1997, to $1,688,077 in 1998. This increase reflects the continued pace
of operations of the Company through the third quarter of actively
exploring and developing its mineral properties, as well as, increased
costs of litigation and settlement of claims. The Company has
instituted deep operational cuts and has determined that it cannot
actively explore or develop its mineral properties in the current
market climate. Therefore, management expects the consequent
reductions in personnel and payroll expense, which had increased from
1997, and decreased slightly form 1996 to 1997, will result in very
significant decreases in general and administrative expenses going
forward.
Regarding accounts payable: in June 1998 the Company acquired a
number of mining properties in Utah, Arizona and Colorado by the
issuance of common shares. The purchase and sale agreement provided
that should there be a short-term decrease in the market price of the
shares, the Company would be obligated to issue additional shares to
the sellers. At September 30, 1998, the Company recorded an additional
liability of $1,680,225 in accounts payable which it settled in October
1998 by the issuance of 2,240,300 additional shares of common stock.
Therefore, the unresolved accounts payable of the Company subsequent to
the this share issuance is $238,585.
Regarding notes payable: the Company is obligated to pay Royal
Silver Mines, Inc., a related party, $350,000 plus interest at a rate
of 8% per annum in February 1999. This note is related to the
Company's acquisition of the Sierra Mojada Project in February 1998.
This note alternatively can be paid by the issuance of $750,000 of
restricted common stock. As a further possible alternative, management
has had discussions with Royal Silver Mines, Inc. which may result in
the resolution of this note by the transfer of equipment or mining
assets to Royal Silver. This latter alternative is of course subject
to the Board approval of both companies. The Company is obligated to
repay $100,000 plus an undetermined amount of interest and penalties to
Kokopelli Developments, LLC. This amount is related to a short-term
<PAGE> 47
bridge loan Kokopelli made to the Company in April 1998. The Company
repaid $100,000 of the loan in June 1998 and subsequent to year end,
has repaid an additional $83,000 leaving a balance of approximately
$17,000 plus penalties and interest. The Company has recorded a long-
term debt of $71,004 to R.J. Hafen related to the purchase of mining
properties in Utah. The Company intends to resolve this matter by the
issuance of common stock as called for in the purchase agreement.
In an effort to preserve cash, the Company has traditionally paid
some of its expenses by issuing shares of common stock. The Company
paid director's fees in 1998, 1997 and 1996 by issuing shares of common
stock and accounting for accruals of unissued shares. The Company has
traditionally maintained an S-8 issuance plan whereby the Company
issuable to issue registered stock to its employees and consultants.
The Company is considering terminating this program by the second
quarter of 1999 because management believes the program can be overly
dilutive and has a tendency to drive the share price down in periods of
lackluster activity in the metals and mining markets as we are
currently experiencing. Management also believes that more
conservative cash management practices will be followed by the Company
if an S-8 program is not available. On any share issuance pursuant to
the S-8 plan or otherwise, the value of the shares issued is determined
by the market price on the issuance date.
The Company is unable to fully determine the impact of future
transactions on its operating capital. The Company has determined that
it will not incur and does not presently have any work plans or other
commitments in the near future that it does not have a reasonably
available source of payment. Management intends to focus on continuing
to resolve short and long-term payables of the Company, retention of
its valuable mining assets, sales of assets which are judged to be
unproductive and continued costs savings to ensure the Company is
continued viable entity.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
GRAND CENTRAL SILVER MINES, INC.
Financial Statements
September 30, 1998
C O N T E N T S
Independent Auditor's Report . . . . . F-1
Balance Sheets . . . . . . . . F-2
Statements of Operations . . . . . . F-4
Statements of Shareholders' Equity . . . F-5
Statements of Cash Flows . . . . . . F-10
Notes to the Financial Statements . . . . F-12
<PAGE> 48 INDEPENDENT AUDITOR'S REPORT
The Board of Directors
Grand Central Silver Mines, Inc.
Coeur d'Alene, Idaho
We have audited the accompanying consolidated balance sheet of Grand
Central Silver Mines, Inc. as of September 30, 1998, and the related
consolidated statements of operations, shareholders' equity, and cash
flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
The consolidated financial statements of Grand Central Silver Mines,
Inc. as of September 30, 1997 and 1996 were audited by other auditors
whose report dated November 26, 1997, expressed an unqualified opinion
on those statements.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the September 30, 1998 financial statements referred to
above present fairly, in all material respects, the financial position
of Grand Central Silver Mines, Inc. as of September 30, 1998, and the
results of their operations and their cash flows for the year then
ended in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 14
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
January 12, 1999
<PAGE> 49
GRAND CENTRAL SILVER MINES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
1998 1997
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 16,926 $ 30,080
Accounts receivable - -
Accounts receivable-related parties - 26,312
Prepaid mining leases and expenses 16,515 41,606
Marketable securities 113,784 150,000
---------- ------------
Total Current Assets 147,225 247,998
---------- ------------
MINERAL PROPERTIES 5,875,046 9,648,747
---------- ------------
INVESTMENTS 1,330,643 -
---------- ------------
PROPERTY AND EQUIPMENT
Construction in progress 53,026 -
Furniture and office equipment 269,389 249,000
Field equipment 400,266 580,999
Leasehold improvements 7,517 7,517
Vehicles 82,651 125,151
Leased automobiles and equipment 66,620 84,620
Less-accumulated depreciation
and amortization (623,222) (547,436)
---------- ------------
Total Property and Equipment 256,247 499,851
---------- ------------
OTHER ASSETS 6,790 15,478
---------- ------------
TOTAL ASSETS $7,615,951 $ 10,412,074
========== ============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
F-2
<PAGE> 50
GRAND CENTRAL SILVER MINES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
1998 1997
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,918,810 $ 295,301
Accrued expenses 14,298 24,029
Payable to related party - 476
Advances from shareholder 1,500 84,315
Accrued interest 37,106 -
Notes payable - current portion 171,004 -
Note payable - related party 350,000 -
Leases payable - current portion 12,759 30,835
------------ ------------
TOTAL CURRENT LIABILITIES 2,505,477 434,956
------------ ------------
LONG-TERM DEBT
Leases payable 9,142 22,041
Notes payable - 71,004
------------ ------------
TOTAL LONG - TERM DEBT 9,142 93,045
------------ ------------
TOTAL LIABILITIES 2,514,619 528,001
MINORITY INTEREST IN CONSOLIDATED
SUBSIDIARIES 13,968 32,724
------------ ------------
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' EQUITY
Common stock, $.01 par value;
40,000,000 shares authorized,
8,060,868 and 30,575,796 shares
issued and outstanding, respectively 80,609 305,758
Additional paid-in capital 31,408,493 21,871,474
Accumulated deficit (25,890,238) (12,314,383)
Receivable related to sale of
common stock (511,500) (11,500)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 5,087,364 9,851,349
------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 7,615,951 $ 10,412,074
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
F-3
<PAGE> 51
GRAND CENTRAL SILVER MINES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Years Ended September 30,
1998 1997 1996
<S> <C> <C> <C>
REVENUES
Operating revenue $ - $ - $ -
--------- --------- ---------
Total Revenues - - -
OPERATING COSTS
General and administrative 1,619,943 1,394,512 1,829,076
General and administrative -
related party 68,134 77,463 57,375
General leases 181,267 235,811 266,152
Depreciation and amortization 173,291 170,869 136,282
--------- --------- ---------
Total Operating Costs 2,042,635 1,878,656 2,288,885
--------- --------- ---------
LOSS FROM OPERATIONS (2,042,635) (1,878,656) (2,288,885)
OTHER INCOME (EXPENSE)
Miscellaneous income 31,812 - -
Interest and other income 502 87,748 155,946
Interest expense (101,068) (17,703) (11,013)
Loss on disposition and impairment
of assets (11,481,484) - -
Sale of securities (14,346) 319,471 482,413
Gain (loss) from disposition
of assets 12,608 (167,696) -
---------- --------- ---------
Total Other Income
(Expense) (11,551,976) 221,820 627,346
---------- --------- ---------
NET LOSS BEFORE MINORITY
INTERESTS (13,594,611) (1,656,836) (1,661,539)
MINORITY INTERESTS IN (GAIN) LOSS
OF CONSOLIDATED SUBSIDIARIES 18,756 (3,039) 1,056
---------- --------- ---------
NET LOSS (13,575,855) (1,659,875) (1,660,483)
========== ========= =========
NET LOSS PER COMMON SHARE $ (0.84) $ (0.06) $ (0.07)
========== ========= =========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 16,177,004 28,206,128 24,599,843
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
F-4
<PAGE> 52
(In order to transmit these documents to the SEC via EDGAR, Grand
Central Silver Mines, Consolidated Statements of Stockholder's Equity
have been formatted to fit across two pages. This is page 1 of 2.)
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 09/30/95 23,804,671 $ 238,047 $ 17,045,090
Issuance of shares to
employees, officers and
consultants for services
at prices ranging from
$1.00 to $1.87 per share 311,250 3,112 440,874
Issuance of shares for
directors fees at prices
ranging from $1.21 to
$1.84 per share 245,000 2,450 339,525
Issuance of shares for
cash at prices ranging
from $0.66 to $1.50
per share 1,538,656 15,387 1,562,879
Issuance of shares in
lieu of outstanding debt
at prices ranging from
$1.25 to $1.87 per share 25,000 250 38,510
Issuance of shares for the
purchase of property at
prices ranging from $1.31
to $1.84 per share 156,500 1,565 246,995
Net loss for the year ended
September 30, 1996 - - -
---------- --------- ------------
Balance, 09/30/96 26,081,077 260,811 19,673,873
---------- --------- ------------
The accompanying notes are an integral part of these consolidated
financial statements.
F-5a
<PAGE> 53
(In order to transmit these documents to the SEC via EDGAR, Grand
Central Silver Mines, Consolidated Statements of Stockholder's Equity
have been formatted to fit across two pages. This is page 2 of 2.)
GRAND CENTRAL SILVER MINES, INC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Receivable
Related
Accumulated to Sale of
Deficit Common Stock
<S> <C> <C>
Balance 09/30/95 $ (8,994,025) $ (23,250)
Issuance of shares to
employees, officers and
consultants for services
at prices ranging from
$1.00 to $1.87 per share - -
Issuance of shares for
directors fees at prices
ranging from $1.21 to
$1.84 per share - -
Issuance of shares for
cash at prices ranging
from $0.66 to $1.50
per share - -
Issuance of shares in
lieu of outstanding debt
at prices ranging from
$1.25 to $1.87 per share - -
Issuance of shares for the
purchase of property at
prices ranging from $1.31
to $1.84 per share - -
Net loss for the year ended
September 30, 1996 (1,660,483) -
------------ ---------
Balance, 09/30/96 (10,654,508) (23,250)
------------ ---------
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
F-5b
<PAGE> 54
(In order to transmit these documents to the SEC via EDGAR, Grand
Central Silver Mines, Consolidated Statements of Stockholder's Equity
have been formatted to fit across two pages. This is page 1 of 2.)
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 09/30/96 26,081,077 $ 260,811 $ 19,673,873
Issuance of shares to
employees, officers and
consultants for services
at prices ranging from
$0.25 to $1.25 per share 1,134,819 11,348 696,851
Issuance of shares for
directors fees at prices
ranging from $0.53 to
$1.00 per share 135,000 1,350 99,900
Issuance of shares for
cash at prices ranging from
$0.23 to $0.79 per share 2,810,420 28,104 1,191,455
Issuance of shares for
purchase of mineral
properties at prices
ranging from $0.38 to
$0.50 per share 371,080 3,711 169,829
Issuance of shares in
lieu of outstanding debt
at $0.92 per share 43,400 434 39,566
Stock subscription received - - -
Net loss for the year ended
September 30, 1997 - - -
----------- --------- ------------
Balance, 09/30/97 30,575,796 $ 305,758 $ 21,871,474
----------- --------- ------------
The accompanying notes are an integral part of these consolidated
financial statements.
F-6a
<PAGE> 55
(In order to transmit these documents to the SEC via EDGAR, Grand
Central Silver Mines, Consolidated Statements of Stockholder's Equity
have been formatted to fit across two pages. This is page 2 of 2.)
GRAND CENTRAL SILVER MINES, INC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Receivable
Related
Accumulated to Sale of
Deficit Common Stock
<S> <C> <C>
Balance 09/30/96 $(10,654,508) $ (23,250)
Issuance of shares to
employees, officers and
consultants for services
at prices ranging from
$0.25 to $1.25 per share - -
Issuance of shares for
directors fees at prices
ranging from $0.53 to
$1.00 per share - -
Issuance of shares for
cash at prices ranging from
$0.23 to $0.79 per share - -
Issuance of shares for purchase
of mineral properties at prices
ranging from $0.38 to
$0.50 per share - -
Issuance of shares in
lieu of outstanding debt
at $0.92 per share - -
Stock subscription received - 11,750
Net loss for the year ended (1,659,875) -
September 30, 1997
------------ ---------
Balance, 09/30/97 $(12,314,383) $ (11.500)
------------ ---------
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
F-6b
<PAGE> 56
(In order to transmit these documents to the SEC via EDGAR, Grand
Central Silver Mines, Consolidated Statements of Stockholder's Equity
have been formatted to fit across four pages. This is page 1 of 4.)
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
The accompany notes are an integral part of these financial
statements.
F-7a
<PAGE> 57
(In order to transmit these documents to the SEC via EDGAR, Grand
Central Silver Mines, Consolidated Statements of Stockholder's Equity
have been formatted to fit across four pages. This is page 2 of 4.)
GRAND CENTRAL SILVER MINES, INC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Additional
Common Stock Paid-in
Shares Amount Capital
<S> <C> <C> <C>
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 0 0
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 accompany notes are an integral part of these financial
statements.
F-7b
<PAGE> 58
(In order to transmit these documents to the SEC via EDGAR, Grand
Central Silver Mines, Consolidated Statements of Stockholder's Equity
have been formatted to fit across four pages. This is page 3 of 4.)
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 - -
The accompany notes are an integral part of these financial
statements.
F-7c
<PAGE> 59
(In order to transmit these documents to the SEC via EDGAR, Grand
Central Silver Mines, Consolidated Statements of Stockholder's Equity
have been formatted to fit across four pages. This is page 4 of 4.)
GRAND CENTRAL SILVER MINES, INC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Receivable
Related
Accumulated to Sale of
Deficit Common Stock
<S> <C> <C>
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 accompany notes are an integral part of these financial
statements.
F-7d
<PAGE> 60
(In order to transmit these documents to the SEC via EDGAR, Grand
Central Silver Mines, Consolidated Statements of Stockholder's Equity
have been formatted to fit across four pages. This is page 1 of 4.)
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
The accompany notes are an integral part of these financial
statements.
F-8a
<PAGE> 61
(In order to transmit these documents to the SEC via EDGAR, Grand
Central Silver Mines, Consolidated Statements of Stockholder's Equity
have been formatted to fit across four pages. This is page 2 of 4.)
GRAND CENTRAL SILVER MINES, INC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Additional
Common Stock Paid-in
Shares Amount Capital
<S> <C> <C> <C>
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 financial
statements.
F-8b
<PAGE> 62
(In order to transmit these documents to the SEC via EDGAR, Grand
Central Silver Mines, Consolidated Statements of Stockholder's Equity
have been formatted to fit across four pages. This is page 3 of 4.)
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 - -
The accompany notes are an integral part of these financial
statements.
F-8c
<PAGE> 63
(In order to transmit these documents to the SEC via EDGAR, Grand
Central Silver Mines, Consolidated Statements of Stockholder's Equity
have been formatted to fit across four pages. This is page 4 of 4.)
GRAND CENTRAL SILVER MINES, INC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Receivable
Related
Accumulated to Sale of
Deficit Common Stock
<S> <C> <C>
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 accompanying notes are an integral part of these consolidated
financial statements
F-8d
<PAGE> 64
(In order to transmit these documents to the SEC via EDGAR, Grand
Central Silver Mines, Consolidated Statements of Stockholder's Equity
have been formatted to fit across two pages. This is page 1 of 2.)
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 0 0 0
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 0 0 0
--------- --------- ------------
Balance,
September 30, 1998 8,060,868 $ 80,609 $ 31,408,493
========= ========= ============
The accompanying notes are an integral part of these consolidated
financial statements.
F-9a
<PAGE> 65
(In order to transmit these documents to the SEC via EDGAR, Grand
Central Silver Mines, Consolidated Statements of Stockholder's Equity
have been formatted to fit across two pages. This is page 2 of 2.)
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,
September 30, 1998 $(25,890,238) $ (511,500)
============ ===========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statement.
F-9b
<PAGE> 66
GRAND CENTRAL SILVER MINES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Years Ended September 30,
1998 1997 1996
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (13,575,855) $ (1,659,875) $ (1,660,483)
Adjustments to reconcile net
income (loss) to net cash
used in operating activities:
Depreciation and amortization 173,291 170,869 136,282
Compensation and other expenses
paid through issuance of
common stock 989,187 708,199 443,986
Issuance of common stock to
directors for compensation 76,500 101,250 341,975
Loss (gain) on disposition of
assets 10,138,347 167,696 (6,799)
Minority interests - 3,039 (1,056)
Changes in assets and liabilities
net of effect of acquisitions:
Accounts receivable - 5,000 -
Accounts receivable - related
parties 26,312 2,530 168,997
Marketable securities 36,216 - (150,000)
Prepaid mining leases 25,091 34,972 13,169
Other assets 8,688 (4,288) (5,300)
Accounts payable and related
party payables 1,623,033 47,551 163,479
Accrued expenses 27,375 (21,558) 33,769
------------- ------------ ------------
Net Cash Used by Operating
Activities (451,815) (444,615) (521,981)
------------- ------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of investments (1,149,550) - -
Sale of property and equipment 7,000 - -
Purchase of property and equipment - (155,043) (250,551)
Acquisition and exploration of
mineral properties - (793,418) (506,262)
------------- ------------ ------------
Net Cash Used by
Investing Activities $ (1,142,550) $ (948,461) $ (756,813)
------------- ----------- ------------
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
F-10
<PAGE> 67
GRAND CENTRAL SILVER MINES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Years Ended September 30,
1998 1997 1996
<S> <C> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock
for cash $ 620,001 $ 1,219,559 $ 1,578,266
Proceeds on leases payable - 18,000 -
Payments on leases payable (30,975) (29,464) (14,394)
Payments on notes payable - (7,999) (142,193)
Proceeds on notes payable 450,000 - -
Cash received on subscription
receivable 625,000 11,750 -
Advances from shareholder - 84,315 5,961
Payments to shareholder (82,815) (6,561) (32,800)
----------- ----------- ----------
Net Cash Provided by Financing
Activities 1,581,211 1,289,600 1,394,840
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH (13,154) (103,476) 116,046
CASH, BEGINNING OF YEAR 30,080 133,556 17,510
----------- ----------- -----------
CASH, END OF YEAR $ 16,926 $ 30,080 $ 133,556
=========== =========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Income taxes $ 400 $ 600 $ 600
Interest $ 101,068 $ 17,703 $ 11,013
</TABLE>
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
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.
During the year ended September 30, 1996, the Company issued 25,000
shares of common stock valued at $38,760 in lieu of cash payments
for outstanding debt and also issued 156,500 shares of common
stock for the acquisition of mineral properties and field equipment
valued at $248,560.
During the year ended September 30, 1996, the Company acquired
mineral properties valued at $161,196 and property and equipment
valued at $78,734 through the issuance of promissory notes
and lease agreements (See Notes 6 and 7).
The accompanying notes are an integral part of these consolidated
financial statements.
F-11
<PAGE> 68
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND 1997
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 September 30, 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 September 30, 1998 has an accumulated deficit of $25,890,238.
During the year ended September 30, 1998, the Company lost
$13,575,855. The Company's cash was provided from the sale of its
common stock. At September 30, 1998 the Company had a negative
working capital of $1,837,248. The Company is seeking additional
capital and management believes the 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 operation in recent years.
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.
F-12
<PAGE> 69
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND 1997
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 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.
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
F-13
<PAGE> 70
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND 1997
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Property and Equipment (Continued)
Depreciation expense for the years ended September 30, 1998, 1997 and
1996 was $173,291, $170,869 and $136,282, respectively.
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 years ended September 30, 1998, 1997 and 1996, the Company
capitalized no interest cost to mineral properties and expensed
$94,450, $17,703 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 for the years ended September 30, 1998, 1997 and
1996 since they were antidilutive. No material dilution resulted
from common stock equivalents outstanding for the year ended
September 30, 1998.
Stock Split
On January 30, 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.
NOTE 3 MINERAL PROPERTIES
The following summarizes the Company's investments in significant
mineral properties as of September 30, 1998 and 1997 and briefly
describes the properties and activity related to each property.
F-14
<PAGE> 71
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND 1997
NOTE 3 - MINERAL PROPERTIES (Continued)
1998 1997
Utah Properties
Beaver County (new) $ 1,675,225 $ 0
OK Copper Mine area 0 1,556,771
Tintic Districts (Note 4) 0 6,900,515
Kings Canyon 0 411,488
Gold Belt 0 254,002
Colorado Properties 1,018,750 0
Arizona Properties 631,250 0
Idaho Properties
Sunset Mine 575,000 0
CDA Syndicate & Mullan 1,500,000 0
Other 474,821 525,971
----------- -----------
$ 5,875,046 $ 9,648,747
=========== ===========
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.
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.
F-15
<PAGE> 72
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND 1997
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
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.
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 at September 30, 1998. 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.
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 61.1% 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.
F-16
<PAGE> 73
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND 1997
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
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 of $113,784 and
$150,000 at September 30, 1998 and 1997 respectively.
The Company currently owns 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 September, 1998.
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.
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.
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
F-17
<PAGE> 74
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND 1997
NOTE 8 NOTES PAYABLE
Notes payable consisted of the following at September 30 1998 and
1997:
September 30,
1998 1997
Note payable to Royal Silver
Mines, Inc., a related party,
bearing interest at 8%,
uncollateralized, one year
maturity, due February 1999 $ 350,000 $ -
Total Notes Payable
Related Party 350,000 $ -
Less: Current Portion (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 $ -
--------- --------
Total Notes Payable 171,004 71,004
Less: Current Portion 171,004 -
--------- --------
Long-Term Debt $ - $ 71,004
========= ========
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 years ended September
30, 1998, 1997 and 1996 was $13,410, $16,928 and $12,415,
respectively.
F-18
<PAGE> 75
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND 1997
NOTE 9 - LEASES PAYABLE (Continued)
Leases payable consisted of the following at September 30, 1998 and
1997:
September 30,
1998 1997
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 $ 17,430
Lease payable to a leasing company,
secured by automobile, interest at
11.5%, payable in monthly installments
of $379, final payment due April 1998. - 3,357
Lease payable to a leasing company,
secured by automobile, interest at
11.0%, payable in monthly installments
of $470, final payment due June 1998. - 5,024
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 17,165
Lease payable to a leasing company,
secured by automobile, interest at
11.0%, payable in monthly installments
of $1,485, final payment due March 1998. - 9,900
--------- ---------
Total Leases Payable 21,901 52,876
Less: Current Portion (12,759) (30,835)
--------- ---------
Long-Term Leases Payable $ 9,142 $ 22,041
========= =========
The future minimum lease payments under these capital leases and the
net present value of the future minimum lease payments are as
follows:
F-19
<PAGE> 76
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND 1997
NOTE - LEASES PAYABLE (Continued)
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 (3,574)
--------
Present value of future minimum
lease payments $ 20,462
========
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:
Year Ended September 30,
1998 1997 1996
Compensation
Value of common shares issued $ 76,500 $ 259,279 $ 341,975
-------- --------- ---------
Number of shares 450,000 388,300 245,000
-------- --------- ---------
The Company has made non-interest bearing advances to shareholders
and companies whose shareholders and officers are also shareholders
and officers of the Company. As of September 30, 1998, and 1997, $0
and $26,312, respectively, was due to the Company as a result of
these advances.
The Company also had received advances from an officer, director, and
principal shareholder of the Company in order to pay minimal
operating expenses. As of September 30, 1998 and 1997 $1,500 and
$84,315, respectively, was due from the Company as a result of these
advances. AS of September 30, 1998 and 1997, $0 and $476,
respectively, was due to other related parties as a result of
operating expense advances.
F-20
<PAGE> 77
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND 1997
NOTE 10 - RELATED PARTY TRANSACTIONS (Continued)
During September 1996, the Company signed a promissory note at 8%
interest to a related company for $35,530. The note was paid off
during the year ended September 30, 1997.
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 the year ended September 30, 1997, the Company issued
2,426,184 shares of its common stock to related parties for
$1,002,259 in cash (average price of $0.41 per share).
During the year ended September 30, 1996, the Company issued
1,171,959 shares of its common stock to related parties for
$1,099,996 in cash (average price of $0.94 per share).
During 1997 and 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 years
ended September 30, 1998 and 1997 were $24,000 and $72,000,
respectively. 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
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.
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.
F-21
<PAGE> 78
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND 1997
NOTE 11 COMMITMENTS AND CONTINGENCIES
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 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 September 30, 1998, 817,734 shares of
common stock have been awarded under the Plan.
Stock Options and Warrants
As of September 30, 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 for the years ended September 30, 1996, 1997, and 1998
consisted of the following:
F-22
<PAGE> 79
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND 1997
NOTE 12 - COMMON STOCK AND OPTIONS (Continued)
Stock Options and Warrants (Continued)
Number Price
of Shares per Share
Outstanding at September 30, 1995 30,500 15.00
Granted during the year 29,500 15.00
Exercised during the year (15,000) 15.00
------- -------
Outstanding at September 30, 1996 45,000 15.00
Granted during the year 24,000 15.00
Exercised during the year - -
------- -------
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
======= ========
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 1996, the Company sold 1,538,656 pre-split shares of
common stock to individual investors for $1,215,475 at prices ranging
from $0.66 to $1.50 per share (average price of $0.79 per share).
During fiscal year 1997, the Company sold 2,810,420 share of pre-
split common stock to individual investors for $1,219,559 at prices
ranging from $0.23 to $0.79 per share (average price of $0.43 per
share. 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
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.
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 September 30,
1998.
F-23
<PAGE> 80
GRAND CENTRAL SILVER MINES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND 1997
NOTE 14 GOING CONCERN
As shown in the financial statement, the Company incurred a net loss
of $13,575,855 for the year ending September 30, 1998 and an
accumulated deficit of $25,890,238 since inception. At September 30,
1998, there has been a significant change in the Company's liquidity.
Cash to accumulated deficits has decreased from a ratio of 0.24% as
of September 30, 1997 to 0.07% as of September 30, 1998.
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 15 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.
F-24
<PAGE> 81
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
CHANGE OF REGISTRANTS CERTIFYING ACCOUNTANTS.
(a) At its board meeting on December 22, 1998, the Board of
Directors of the Registrant engaged Williams & Webster, P.S.,
Certified Public Accountants, as its independent auditor for 1998.
(b) The accounting firm of Jones, Jensen & Company was
dismissed. There were no disagreements with Jones, Jensen & Company
on any matter of accounting principles or practices, financial
disclosure, or auditing scope or procedure or any reportable events
other than as disclosed in paragraphs (e) and (f) below.
(c) The former principal accountant's report on the Company's
financial statements during the last two years contained no adverse
opinions or disclaimer of opinions and were not qualified or modified
as to uncertainty, audit scope or accounting principles.
(d) During the last two fiscal years and during the subsequent
interim periods, there were no disagreements with the former
principal accountant on any matter of accounting principles or
practices, financial statement disclosures, or auditing scope or
procedures other than as disclosed in paragraphs (e) and (f) below.
(e) Jones, Jensen & Company has provided a letter addressed to
the Securities and Exchange Commission dated December 30, 1998,
stating its acknowledgment of their dismissal and: (1) that they
disagree with management of the Company as it relates to the proposed
accounting treatment of the capitalized mineral property costs; and,
(2) further, that they do not consent to the use of their audit
report dated November 26, 1997 as of and for the year ended September
30, 1998 10-K filing.
(f) The Company responded thereto with Exhibit 16.2, an
exhibit to the Form 8-K filed with the Securities and Exchange
Commission on December 31, 1998, explaining the capitalization of the
mineral costs among other things.
(g) Jones, Jensen & Company provided a second letter to the
Securities and Exchange Commission, similar to the one set forth in
paragraph (e), however, the second letter deletes reference to the
disagreement with the proposed accounting treatment of the
capitalized mineral costs, but references disagreements with
representations of the Company without explanation thereof.
(h) Jones, Jensen & Company objects to the use of their audit
report in the Company's September 30, 1998 10-K for the period ending
September 30, 1997. The Company believes it has an unqualified right
to use said audit report in the September 30, 1998 10-K and intends
to do so.
<PAGE> 82
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.
The following table sets forth the name, age and position of each
Officer and Director of the Company:
Name Age Position
Howard M. Crosby 45 Chairman of the Board of Directors
John Ryan 36 President and member of the Board of
Directors
Orson Mabey, III 35 Vice President and a member of the Board of
Directors
J.D.H. Morgan 59 Member of the Board of Directors
Mike Mason 53 Member of the Board of Directors
James Young 52 Member of the Board of Directors
No family relationships exist among any directors or officers of
the Company.
The authorized number of directors of the Company is presently
fixed at ten. Each director serves for a term of one year that expires
at the following annual shareholders' meeting. Each officer serves at
the pleasure of the Board of Directors and until a successor has been
qualified and appointed. There are no family relationships, or other
arrangements or understandings between or among any of the directors,
executive officers or other person pursuant to which such person was
selected to serve as a director or officer.
Set forth below is certain biographical information regarding each
director and executive officer of the Company:
Howard Crosby - Chairman of the Board of Directors (Resigned)
Since February 5, 1998, Mr. Crosby has been the Chairman of the
Board of Directors. Since February 1994, Mr. Crosby has been the
President and a member of the Board of Directors of Royal Silver Mines,
Inc., since February 1994. Since 1989, Mr. Crosby has been president of
Crosby Enterprises, Inc., a family-owned business advisory and public
relations firm. From September 1992 to May 1993, Mr. Crosby was
employed by Digitran Systems, Inc., of Logan, Utah, in the marketing
department. In May of 1993, Mr. Crosby entered into a business
consulting relationship with Centurion and has served as president and
a director of two of the Company's subsidiaries, Mammoth Mining Company
and The Gold Chain Mining Company. Mr. Crosby received a B.A. degree
from the University of Idaho in 1974. Mr. Crosby resigned as Chairman
of the Board of Directors in November 1998,
<PAGE> 83
John Ryan - President, Treasurer and a member of the Board of Directors
Since February 5, 1998, Mr. Ryan has been the President, Treasurer
and a member of the Board of Directors of the Company. Since June
1996, Mr. Ryan has been President and a Director of Metalline Mining
Company. Since April 1997, Mr. Ryan has been a member of the Board of
Directors of Royal Silver Mines, Inc., and its Vice President of
Corporate Development since September 1996. Mr. Ryan is a professional
mining engineer. Mr. Ryan has served as a consultant in mining
engineering services, and will continue in these activities during his
tenure, if elected. In addition to his professional degree in Mining
Engineering, which he received from the University of Idaho, Mr. Ryan
also holds a juris doctorate (J.D.) law degree from the Boston College
of Law. Since November 1998, Mr. Ryan has also served as Chairman of
the Board of Directors of the Company.
Orson Mabey, III - Vice President and a member of the Board of
Directors (Resigned)
Since June 1993, Mr. Mabey has been Vice President and a member of
the Board of Directors of the Company. Mr. Mabey is a Senior Trading
Analyst developing commercial trading applications for Tosco
Corporation, the largest independent petroleum refiner on the eastern
coast of the United States. From 1987 to 1993, Mr. Mabey was employed
by Amerada Hess Corporation as Senior Trading Analyst. Mr. Mabey has a
Masters degree in international management from the American Graduate
School of International Management in Glendale, Arizona, and a B.A.
degree in Finance from the University of Utah, Salt Lake City, Utah.
Mr. Mabey resigned as an Officer and Director of the Company in
December 1998.
J.D.H. (David) Morgan - Member of the Board of Directors
Since April 1991, Mr. Morgan has been a member of the Board of
Directors of the Company. Mr. Morgan has been principally employed by
Lehman Brothers during the last five years. Mr. Morgan has worked in
the metals industry for over 25 years. He holds an engineering degree
from Cambridge University and a Masters degree in mineral processing
from the Royal School of Mines, London University. He is a Chartered
Engineer and a member of the Institution of Mining and Metallurgy. For
the past ten years, Mr. Morgan has been a securities analyst
specializing in mining equities covering North America and most of the
world's other main mining markets. He is a member of the International
Stock Exchange, London, and the Institute of Investment Management and
Research. From 1985 to 1994, he was a Director of Equity Research with
Lehman Brothers International. Currently, he is an independent mining
share specialist based in London.
Michael T. Mason - Member of the Board of Directors
Since January 30, 1998, Mr. Mason has been a member of the Board
of Directors of the Company. Mr. Mason has been Managing Partner of
Minerals Services, LLC. since 1997, providing technical, commercial,
risk management, marketing and financial support to the international
minerals industry. From 1995 to 1997, Mr. Mason was Managing Director,
Senior Trader for AIOC Corporation, an international commodities
trading firm. He has held senior management positions in metals
commodities trading for over 17 years. Mr. Mason acquired extensive
knowledge of international minerals production and marketing while
<PAGE> 84
employed by Asarco, Inc., where he rose through the ranks from Junior
Engineer to Senior Ore Buyer. He has a Master's degree in business
administration, specializing in finance, from the University of
California at Los Angeles and he holds a Bachelor of Science degree is
in metallurgical engineering from the University of Arizona.
James Young - Member of the Board of Directors
Mr. Young is the Executive President of CCF Capital Group, an
investment and merchant banking firm based in New York City, New York.
CCF Capital specializes in assisting small to mid-cap companies in
raising capital as well as advising them on development of their
business plan. Previous to joining CCF Capital. Mr. Young worked as
an advisor to China State Construction Engineering Corporation on
construction projects in the Middle East and Africa. He has a Bachelor
of Science in Electrical Engineering from the University of the
Philippines and has completed graduate level administration and
business courses at both Yale University and Columbia.
Compliance with Section 16(a) of the Securities Exchange Act of 1934.
Section 16(a) of the Securities and Exchange Act of 1934 requires
officers, directors, and persons who own more than ten percent of a
registered class of a company's equity securities to file initial
reports of beneficial ownership and to report changes in ownership of
a those securities with the Securities and Exchange Commission and the
National Association of Securities Dealers. They are also required to
furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of
Forms 3, 4, and 5 furnished to the Company or written representations
that no other transactions were required, the Company has determined
that the pertinent officers, directors, and principal shareholders have
complied with all applicable Section 16(a) requirements during fiscal
1998.
Indemnification
At the April 19, 1991, annual shareholders meeting, the
shareholders approved an amendment to the Company's Articles of
Incorporation, limiting the personal liability of directors to the
Company and its shareholders, to the extent allowed by Utah law. In
effect, the shareholders approved the adoption of statutory provisions
which permit a Utah corporation to eliminate the personal liability of
directors for monetary damages for breach of fiduciary duty.
The Company has been advised that in the opinion of the
Securities and Exchange Commission indemnification is against public
policy as expressed in the Securities Act of 1933, as amended, and is,
therefore, unenforceable.
<PAGE> 85
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
Compensation of Directors.
There are no contractual arrangements with any member of the Board
of Directors. Directors receive for their services a retainer fee
payable in shares of the Company's Common Stock, currently at the rate
of 5,000 shares, on a pre-split basis, earned per quarter of completed
service. During fiscal 1998, 80,000 shares were earned, of which
60,000 were issued during fiscal 1998, and 20,000 were issued during
the first quarter of fiscal 1999.
Compensation of Executive Officers.
The following table sets forth the compensation paid by the
Company during each of the last three fiscal years to its Chief
Executive Officer, and to the other four most highly compensated
officers and executive officers, but only if the total annual salary
and bonus of any such executive officer exceeded $100,000 for Fiscal
1998 (the "Named Executive Officers"). This information includes the
dollar value of base salaries, bonus awards and number of stock options
granted, and certain other compensation, if any.
<TABLE> <CAPTION>
Long-Term
Compensation
------------
Annual Compensation Securities
Name and ------------------- Other Annual Underlying
Principal Position Year Salary Compensation[1]
Options/SARS[2]
<S> <C> <C> <C> <C>
John Ryan 1998 $52,800 $ -0- -0-
Spenst Hanson 1997 $72,000 $44,531 42,000
1996 $36,000 $92,812 -0-
</TABLE>
[1] Represents the dollar value of all awards of stock received under
the Company's 1991 Stock Option and Award Plan, as amended, as
part of non-cash compensation that Mr. Hansen earned during each
of fiscal 1997, 1996, and 1995 in lieu of fees of 5,000 shares per
quarter for service in each of three positions, as director, as
president and as CEO of the Company, for a total quarterly award
of 1,500 shares. The aggregate number of shares that have been
authorized and reserved under this award to Mr. Hansen, but which
had not vested, and thus had not been issued, as of September 30,
1997, was 13,500 shares, and their fair market value at the end of
fiscal year 1997 was $46,440, based on the closing price of $0.344
on September 30, 1997. Of the 13,500 shares that remained unissued
at the end of fiscal year 1997, 1,500 shares vested on, and were
issued subsequent to, October 1, 1997. The remaining 12,000 shares
will vest quarterly in blocks of 1,500 shares each on the
following dates (all of which are less than three years from
January 30, 1997, the grant date): January 1, April 1, July 1,
and October 1 of 1998; and January 1, April 1, July 1, and October
1 of 1999. Vesting is immediate upon a change of control. No
dividends are paid on any of the awards of stock reported.
<PAGE> 86
[2] This amount is a combination of options including: (i) 12,000
vested, but unexercised options that were renewed and extended on
March 31, 1997; (ii) 3,000 options that vested on July 1, 1997;
(iii) 3,000 options that vested on October 1, 1997; and 24,000
options that will vest January 1, April 1, July 1, and October 1
of 1998; and January 1, April 1, July 1, and October 1 of 1999.
These options vest at a quarterly rate of 3,000 options,
consisting of three awards of 1,000 options each for service as
director, president, and CEO, respectively, of the Company.
Vesting is immediate upon a change of control. The options are
exercisable through September 30, 2000, at a price of $1.50 per
share, the closing price on the grant date.
Other than the Company's incentive Stock Option Plan, there are no
retirement, pension, or profit sharing plans for the benefit of the
Company's officers and directors.
Aggregated Option/SAR Exercises and Fiscal 1998 Year-End Option/SAR
Value Table.
The following table sets forth certain information with respect to
each exercise of stock options and SARs during fiscal 1998 by each of
the Named Executive Officers, and the fiscal 1998 year-end value of
unexercised options and SARs. The dollar values are calculated by
determining the difference between the exercise or base price of the
options and the fair market value of the underlying stock at the time
of exercise and at fiscal year-end if unexercised, respectively. The
unexercised options, some of which may be exercisable, have not been
exercised and it is possible they might never be exercised. Actual
gains realized, if any, on stock option exercises and common stock
holdings are dependent on the future performance and value of the
Common Stock and overall stock market conditions. There can be no
assurance that the projected gains and values shown in this Table will
be realized.
AGGREGATED OPTION/SAR EXERCISES IN FISCAL 1998
AND OPTION/SAR VALUES AT SEPTEMBER 30, 1998
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money at FY-End
Options/SARs Options/SARs (#) at FY-END
($)
Shares Dollar
Acquired Value Exercisable/ Exercisable/
Name on Exercise(#) Realized Unexercisable Unexercisable
______________________________________________________________________________
<S> <C> <C> <C> <C>
Spenst
Hansen 0 N/A 15,000/27,000 [1][3] N/A [2]
</TABLE>
[1] The 15,000 exercisable options consist of 12,000 vested options
renewed on March 31, 1997, and 3,000 options that vested on July
1, 1997. The 27,000 unexercisable options had not vested prior to
the end of fiscal 1997, but 3,000 of those options vested on
October 1, 1997.
[2] None of the options that were unexercised at fiscal year-end had
any in-the-money value at that date.
<PAGE> 87
[3] The Options above expired.
Long-Term Incentive Plan Awards.
The Company does not have any formalized long-term incentive
plans, excluding restricted stock, stock option and SAR plans, which
provide compensation intended to serve as incentive for performance to
occur over a period longer than one fiscal year, whether such
performance is measured by reference to financial performance of the
Company or an affiliate, the Company's stock price, or any other
measure.
Compensation Committee Interlocks and Insider Participation.
There are no compensation committee interlocks. The Compensation
Committee consists of Messrs. Mason and Morgan. With respect to
insider participation, John Ryan and Orson Mabey, III, participated in
deliberations of the Company's Board of Directors during fiscal 1998
concerning executive officer compensation
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth, as of the effective date of this
offering, the outstanding Common Stock of the Company owned of record
or beneficially by each person who owned of record, or was known by the
Company to own beneficially, more than 5% of the Company's Common
Stock, and the name and shareholdings of each Officer and Director and
all Officers and Directors as a group.
As of December 1, 1998, there are 10,888,508 shares of Common
Stock issued and outstanding. Of the foregoing 10,888,507 shares
outstanding, 6,200,951 are "Restricted Securities" as that term is
defined under Rule 144 of the Securities Act of 1933, as amended, and,
as such, may not be sold in the absence of registration under the
Securities Act of 1933, as amended, or the availability of an exemption
therefrom.
The following table sets forth the Common Stock ownership of each
person known by the Company to be the beneficial owner of five percent
or more of the Company's Common Stock, each director individually and
all officers and directors of the Company as a group. Each person has
sole voting and investment power with respect to the shares of Common
Stock shown, and all ownership is of record and beneficial.
<TABLE>
<CAPTION>
Name and address Number of Percent
of owner Shares[1] Position of Class
- ---------------------------------------------------------------------
<S> <C> <C> <C>
Howard M. Crosby 265,640 Chairman of the 2.44%
105 N. First, Suite 232 Board (Resigned)
Sandpoint, ID 83864
John Ryan 96,395 President and 0.89%
1010 Ironwood Drive Member of the Board
Coeur d'Alene, ID 83814
<PAGE> 88
Orson Mabey, III 29,333 Vice President and 0.27%
264 Ninth Street a member of the Board
Suite 3H (Resigned)
Jersey City, NJ 07302
J.D.H. Morgan 13,000 Member of the Board 0.12%
1 Tamplin Grove
London, U. K. W84 J6
Mike Mason 0 Member of the Board 0.00%
142 Stratford Avenue
Garden City, NY 11530
James Young 0 Member of the Board 0.00%
950 Third Avenue
New York, NY 10022
All Officers and
Directors as a
Group (6 Persons) 404,368 3.72%
Pines International 900,000 [2] 8.27%
Resorts, Inc.
505 Park Avenue
14th Floor
New York, New York 10022
Royal Silver Mines, Inc. 1,235,000 [3] 11.34%
10220 North Nevada
Suite 270
Spokane, Washington 99218
San Miquel Mining Corp. 382,000 [4] 3.51%
505 Park Avenue
14th Floor
New York, New York 10022
William Campbell 3,180,300 [5] 29.21%
Brush Prairie Minerals
905 North Pines Road
Suite A
Spokane, Washington 99206
</TABLE>
[1] In determining beneficial ownership, for purposes of this table
only, the amount reported for each individual or group listed
above does not include shares that such person or group has the
right to acquire within 60 days of September 30, 1998, such as,
but not limited to, all awards of shares that will vest within
such 60-day period, and all shares purchasable through the
exercise of options, warrants or rights within such 60-day period.
[2] Pines International Resorts, Inc. is a Delaware corporation. Its
sole shareholder, officer and director is Waylon E. McMullen.
<PAGE> 89
[3] Royal Silver Mines, Inc. is a Utah corporation ("Royal") whose
securities are traded on the Bulletin Board operated by the
National Association of Securities Dealers, Inc. under the symbol
"RSMI." Messrs. Ryan and Crosby are officers and directors of
Royal. Mr. Ryan owns 397,000 shares of Royal and Mr. Crosby owns
606,000 shares of Royal. Royal had a total of 15,284,565 shares
outstanding as of September 30, 1998. See "Management."
[4] San Miguel Mining Corp. is a British Virgin Island corporation.
Its shareholders are as follows: 1) China State Construction &
Engineering Good and Materials Company (B.V.I.), Inc. and its
President and sole shareholder is Wang Li; 2) Universal Resource
International (B.V.I.), Inc. and its President and sole
shareholder is James Young; and, 3) Northbridge Holding, Inc. and
its President and sole shareholder is Sharon Chelednik.
[5] Shares are held in the names of LSI Communications, Gold Placers,
Inc., Western Continental, Inc., Brush Prairie Minerals, Inc.,
Pacwest Group, Inc., Ferber Copper Co., Inc., Conjecture Silver
Mines and Leadville Mining & Milling, Inc., in which Mr. Campbell
is an affiliate.
All shares are owned beneficially and of record, unless otherwise
noted. The aforementioned reflects the 1-for-10 reverse stock split
which occurred on January 30, 1998.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Certain of the directors and/or officers of the Company also serve
as directors and/or officers of other companies involved in natural
resource exploration and development and, consequently, there exists
the possibility for such directors and officers to be in a position of
conflict. Any decision made by such directors and officers involving
the Company, as the case may be, will be made in accordance with their
duties and obligation to deal fairly and in good faith with the Company
and such other companies. In addition, such directors and officers are
required to declare and refrain from voting on any matter in which such
directors and officers may have a conflict of interest. In this
respect, Howard Crosby, who was the President of Celebration and of the
Company at the time of the Reorganization, refrained from voting on any
matter related to the Reorganization or any other matter pertaining to
both companies.
The Company has engaged in transactions with its officers,
directors and principal shareholders, including the issuance of the
initial shares of the Company. Such transactions may be considered as
not having occurred at arm's length. The Company may be engaged in
transactions with management and others involving conflicts of
interest, including conflicts on salaries and other payments to such
parties, as well as business opportunities which may arise. In this
regard, the directors of the Company are involved in other companies
and may have conflicts of interest in allocating time between the
Company and other entities to which they are affiliated.
<PAGE> 90
Relationships and Transactions Pertaining to the Company.
The Company had leased certain technical geological equipment and
field vehicles from Axis Geophysics Company ("Axis"), a sole
proprietorship operated by Spenst Hansen, an officer, director, and
principal shareholder of the Company. Upon review of these
transactions it appears the Company may have been mislead in some or
all of such transactions. The Company initiated a civil suit against
Spenst Hansen which was settled in July 1998. See "Item 3. Legal
Proceedings."
Also, prior to December 1994, Keystone Surveys, Inc. ("Keystone"),
a corporation owned by Mr. Hansen, leased non-management personnel to
the Company.
On January 30, 1998, the Company affected a 1-for-10 reverse
stock-split of the Company's common shares; approved the issuance of
250,000 shares of Common Stock pursuant to the Company's 1991 Stock
Option and Award Plan; and, changed the Company's name to Grand Central
Silver Mines, Inc.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K
All schedules are omitted because they are not applicable or the
required information is included in the financial statements or notes
thereto.
B. Reports on Form 8-K
During the 1998 fiscal year the Company filed one report on Form 8-K,
dated: July 30, 1998 which disclosed the settlement of litigation
pertaining to Spenst Hansen et al. See "Item 3. Legal Proceedings."
C. Index to Exhibits
The following documents are incorporated herein by reference to
Centurion's Registration Statement on Form 10, as filed with the
Securities and Exchange Commission, dated September 16, 1988.
Exhibit
Number Document Description
3.1 Articles of Incorporation
3.2 Articles of Amendment
3.3 Bylaws of the Company
10.1 North Lily Mining Lease
10.2 Sharon Steele Lease
The following document is incorporated herein by reference and
was filed under Form 8-K on May 23, 1990.
10.3 Centurion/Crown Joint Venture Agreement
<PAGE> 91
The following document is incorporated herein by reference and was
filed under Form 10-K, 1991.
4.1 Amendment to Articles of Incorporation Limiting Director
Liability
The following documents are incorporated herein by reference and were
filed under Form 8-K on August 25, 1992 and September 28, 1992.
10.4 Sale of Mining Properties By Royal Minerals, Inc.
10.5 Change of Independent Public Accountants
The following documents are incorporated herein by reference and were
filed under Form 10-K, 1992.
10.6 Deed with Reservation of Mineral Royalty - January 1992
Sale of 80 acres to Kennecott
10.7 July 1992 Purchase and Sale Agreement of 16,880 acres to
Kennecott
10.8 July 1992 Kennecott Option to Purchase 6,320 acres
10.9 Deed and Assignment with Reservation of Mineral Royalty -
September 1992 Sale of 6,320 acres to Kennecott
10.10 Settlement of Centurion/Crown Litigation
10.11 Consultant Agreement - Barry Katona
The following documents are incorporated herein by reference and were
filed under Form 8-K on March 23, 1993 and June 23, 1993.
10.12 Agreement in Principle to form Kennecott/Centurion Joint
Venture.
10.13 Private Placement of 1,404,000 shares
The following document is incorporated herein by reference and was
filed under Form 8-K, dated April 29, 1994.
10.14 Letter Agreement between Consolidated Royal Mines, Inc. and
Montana Reserves Company, related to the Montanore Project.
The following document is incorporated herein by reference and was
filed on Form 8-K, dated November 3, 1994.
16.1 Letter to the Commission from Arthur Andersen LLP
concurring with disclosures concerning its dismissal as
Centurion's independent auditor.
The following documents are incorporated herein by reference and were
filed under Form 10-K, dated January 13, 1995.
3.2 Articles of Amendment
10.15 Stock Purchase Agreement between Centurion ("CTMC") and
Dotson Exploration Company ("DEC") dated February 9, 1994
10.16 First Amendment to Stock Purchase Agreement between CTMC
and DEC dated March 21, 1994
10.17 Second Amendment to Stock Purchase Agreement between CTMC
and DEC dated March 22, 1994
10.18 Third Amendment to Stock Purchase Agreement between CTMC
and DEC dated April 15, 1994
10.19 Agreement and Plan of Reorganization between CTMC and
Jefferson-Pacific Corp. ("JP") dated May 20, 1994
<PAGE> 92
10.20 First Amendment to Agreement and Plan of Reorganization
between JP and CTMC dated July 14, 1994
10.21 Articles of Share Exchange between JP and CTMC dated
September 30, 1994, filed in the State of Utah
10.22 Articles of Share Exchange between JP and CTMC dated
September 30, 1994, filed in the State of Washington
The following document is incorporated herein by reference and was
filed under Form 8-K, dated August 23, 1995.
99.01 Letter to Registrant from SEC Salt Lake District Office,
dated August 23, 1995, indicating termination of SEC staff
inquiry investigation.
The following document is incorporated herein by reference and was
filed under Form 8-K, dated July 31, 1998.
10.1 Settlement Agreement and Release.
10.2 Agreement and Release.
The following documents are filed as Exhibits to this Form 10-K and
incorporated by reference herein.
27 Financial Data Schedule to Form 10-K for the Year Ended
September 30, 1998
<PAGE> 93
POWER OF ATTORNEY
The Registrant and each person whose signature appears below has
designated and appointed John P. Ryan as his true attorneys-in-fact
("Attorneys-in-Fact") with full power to act alone and authority to
execute in the name of each such personand to file with the
Securities and Exchange Commission, together with any exhibits
thereto and other documents therewith, any and all amendments to this
Form 10-K that may be necessary or advisable to enable the Registrant
to comply with the Securities Exchange Act of 1934, as amendedand all
rules, regulations and requirements pertaining thereto, which
amendments may make such other changes in the Form 10-K as the
aforesaid Attorneys-in-Fact executing the same deem appropriate.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 13th of January, 1999.
GRAND CENTRAL SILVER MINES, INC.
BY: /s/John P. Ryan
John P. Ryan, President
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates
indicated.
January 13, 1999
/s/ John P. Ryan
John P. Ryan, President,
Treasurer, Chief Financial
Office and Director
Director
January 13, 1999
/s/ James Young
James Young, Secretary and
Director
/s/ J.D.H. Morgan January 13, 1999
J.D.H. Morgan, Director
/s/ Mike Mason January 13, 1999
Mike Mason, Director
<PAGE>
<
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statement of Financial Condition at September 30, 1998 (Audited)
and the Consolidated Statement of Income for the year ended September 30, 1998
and is quualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> SEP-30-1998
<CASH> 16,926
<SECURITIES> 113,784
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 147,225
<PP&E> 879,469
<DEPRECIATION> 623,222
<TOTAL-ASSETS> 7,615,951
<CURRENT-LIABILITIES> 2,505,477
<BONDS> 0
0
0
<COMMON> 80,609
<OTHER-SE> 5,006,755
<TOTAL-LIABILITY-AND-EQUITY> 7,615,951
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 2,042,635
<OTHER-EXPENSES> 11,450,908
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 101,068
<INCOME-PRETAX> (13,575,855)
<INCOME-TAX> 0
<INCOME-CONTINUING> (13,575,855)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (13,575,855)
<EPS-PRIMARY> (0.84)
<EPS-DILUTED> (0.84)
</TABLE>
