U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
Quarterly report under section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period
ended July 31, 1996.
Transition report under section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required] for
the transition period from _________ to _________.
Commission File No: 0-25798
HERITAGE MINES, LTD.
(Name of small business in its charter)
Colorado 84-1293168
(State or other (IRS Employer Id. No.)
jurisdiction of Incorporation)
660 Newport Center Drive, Suite 1030, Newport Beach,
California 92660
(Address of Principal Office) Zip Code
Issuer's telephone number: (714) 760-8001
Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities
Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ____
Applicable only to issuers involved in bankruptcy
proceedings during the past five years
Check whether the issuer has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of
the Exchange Act after the distribution of securities under
a plan confirmed by a court. Yes ____ No ____
Applicable only to corporate issuers
State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest
practicable date. 10,265,000 shares as of September 6,
1996.
Transitional Small Business Disclosure
Format (Check one):
Yes ____ No X <PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
(a) Consolidated financial statements for Heritage
Mines, Ltd. as and for the quarter ending July 31, 1996,
and the comparable period of the preceding fiscal year.
(b) Exhibit 27 - Financial Data Schedule
ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION
As of the end of the second quarter, the Company
had not yet begun revenue generating operations.
The company plans to complete a geological
report on its mining claims and to commence
revenue producing operations during its current
fiscal year.
As of September 6, 1996, the Company has raised
$140,000.00 in new debt financing and
$390,120.00 in additional equity capital
through a private placement offering. During
the second quarter, the Company elected to
increase the amount of its private placement
offer from $500,000.00 to $1,000,000.00 in the
second quarter. Assuming the Company is able to
complete its current equity private placement
offering, Management believes that such funds
will be sufficient to enable the Company to
commence revenue generating operations, and to
complete the geological report on its mining
claims. There are no assurances, however, that
such funds will be sufficient to accomplish the
specified objectives, or that Company operations
will be profitable.
It is anticipated that the Company will require
additional capital in the future for further
development expenses in order to determine
additional ore reserves. Management has not yet
determined the amount of additional capital which
may be required, nor has it determined whether
the Company will seek to raise such additional
capital during the current fiscal year.
No adjustments have been made to the
accompanying financial statements to provide for
any of the foregoing uncertainties.
Part II
PART 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBIT 27 - FINANCIAL DATA
SCHEDULE
There have been no reports on Form 8-K for the
quarter ending July 31, 1996.
<PAGE>
Signatures
In accordance with the requirements of the Exchange Act,
the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Heritage Mines, Ltd.
__________________________________
(Registrant)
Date: September 13, 1996
/s/Robert Newberry
Robert Newberry, President
<PAGE>
CONSOLIDATED FINANCIAL STATEMENTS
(A Development Stage Company)
HERITAGE MINES, LTD.
Quarter Ended July 31, 1996<PAGE>
HERITAGE MINES, LTD.
(A Development Stage Company)
Index to
Consolidated Financial Statements
Consolidated Balance Sheet
1
Comparative Quarters/Inception to Date
2
Consolidated Statement of Cash Flows
5
<PAGE>
HERITAGE MINES, LTD.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
AS OF AND FOR THE QUARTER ENDED
JULY 31, 1996
(UNAUDITED)
_______________
<TABLE>
<CAPTION>
July 31, 1996 January 31, 1996
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents 182,430 23,543
Other current assets 12,466 -
Subscriptions
receivable - 38,601
TOTAL CURRENT
ASSETS 194,895 62,145
PROPERTY, PLANT,
EQUIPMENT AND MINE
DEVELOPMENT COSTS,
NET 1,447,550 1,026,049
OTHER ASSETS
Other Assets 60,338 63,338
TOTAL OTHER ASSETS 60,338 63,338
TOTAL ASSETS 1,702,785 1,_51,532
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
LIABILITIES
Accounts payable 339 -
Accrued liabilities 23,944 50,521
Notes and advances to
stockholders and
related parties - 356,677
Notes payable 86,640 86,640
Accrued interest 9,777 43,376
TOTAL CURRENT
LIABILITIES 120,700 1,239,214
STOCKHOLDERS' EQUITY
(DEFICIT)
Common Stock 771,639 221,514
Additional paid-in
capital 1,914,913 -
Deficit accumulated
during the
development stage (1,104,468) (309,196)
TOTAL STOCKHOLDERS'
EQUITY (DEFICIT) 1,582,085 (87,882)
TOTAL LIABILITIES
AND STOCKHOLDERS'
EQUITY (DEFICIT) 1,702,785 1,151,532
/TABLE
<PAGE>
HERITAGE MINES, LTD.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS
AS OF AND FOR THE SIX MONTHS ENDED
JULY 31, 1996
(UNAUDITED)
_______________
<TABLE>
<CAPTION> Period from
Six Months Six Months Inception
Ended Ended (5/14/92)
7/31/96 7/31/95 thru 7/31/96
<S> <C> <C> <C> <C> <C>
REVENUES
Operating Revenue - - -
TOTAL REVENUES - - -
OPERATING COSTS
General and
Administrative 629,079 68,830 1,119,690
Depreciation 30,638 12,770 108,799
TOTAL OPERATING
COSTS 659,716 81,600 1,226,490
LOSS FROM
OPERATIONS (659,716) (81,600) (1,226,490)
OTHER INCOME
(EXPENSE)
Interest expense, net (10,555) (2,132) (20,184)
Other Income - 982 267,205
Other expense (125,000) - (125,000)
NET LOSS (795,272) (82,751) (1,104,468)
NET LOSS
PER SHARE (0.0775) - -
WEIGHTED AVERAGE
COMMON SHARES 10,265,000 - -
/TABLE
<PAGE>
HERITAGE MINES, LTD.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
SIX MONTHS ENDED
JULY 31, 1996
(UNAUDITED)
_______________
<TABLE>
<CAPTION>
Period from
6 Months 6 Months Inception
Ended Ended (5/14/92)
7/31/96 7/31/96 thru 7/31/96
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING
ACTIVITIES
Net Loss (795,272) (82,751) (1,104,468)
Adjustments to
reconcile net loss
to cash used in
operating activities:
Depreciation 30,638 12,770 106,799
Stock issued - - 1,045
Changes in assets
and liabilities - - -
Other current assets 11,135 (1,000) (12,455)
Restricted cash - - (17,880)
Accounts payable 339 - 339
Accrued liabilities 124,923 6,371 275,443
Accrued interest 9,814 15,103 55,190
NET CASH AND CASH
EQUIVALENTS
PROVIDED (USED)
BY OPERATING
ACTIVITIES (618,424) (49,508) (695,997)
CASH FLOWS FROM
INVESTING
ACTIVITIES
Purchase of property
and equipment (88,701) (10,443) (175,761)
Mine development
costs (317,061) (27,139) (692,909)
Construction in
progress (46,376) (15,344) (206,311)
Deposits 3,000 - (7,458)
Mining Claims - - (20,000)
Other Investments - - -
NET CASH AND CASH
EQUIVALENTS PROVIDED
(USED) BY INVESTING
ACTIVITIES (449,138) (52,926) (1,102,439)
CASH FLOWS FROM
FINANCING
ACTIVITIES:
Issuance of common
stock for cash 550,125 3,100 662,625
Proceeds from notes
payable to related
parties 676,323 - 1,050,000
Proceeds from notes
payable - 86,640 1,980,865
Advances from
related parties - - 280,000
Repayment of notes
payable (48,400)
NET CASH AND CASH
EQUIVALENTS
PROVIDED (USED)
BY FINANCING
ACTIVITIES 1,226,448 89,740 1,980,865
NET INCREASE
(DECREASE) IN
CASH AND CASH
EQUIVALENTS 158,887 (12,693) 182,430
CASH AND CASH
EQUIVALENTS,
BEGINNING OF
YEAR 23,543 806 -
CASH AND CASH
EQUIVALENTS,
END OF YEAR 182,430 (11,887) 182,430
</TABLE>
