UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended May 31, 2003
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[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period to
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Commission File Number 0-26709
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BROOKMOUNT EXPLORATIONS INC.
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(Exact name of small Business Issuer as specified in its charter)
Nevada 98-0201259
--------------------------------- -----------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
400 Burrard Street, Suite 1400
Vancouver, British Columbia V6C 3G2
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(Address of principal executive offices) (Postal or Zip Code)
Issuer's telephone number, including area code: 604-643-1745
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None
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(Former name, former address and former fiscal year, if changed since
last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days [X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 9,452,900 shares of $0.001 par value
common stock outstanding as of August 21, 2003.
BROOKMOUNT EXPLORATIONS INC.
(A Pre-exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
May 31, 2003
(Stated in US Dollars)
(Unaudited)
---------
BROOKMOUNT EXPLORATIONS INC.
(A Pre-exploration Stage Company)
INTERIM BALANCE SHEETS
May 31, 2003 and November 30, 2002
(Stated in US Dollars)
(Unaudited)
---------
(Unaudited) (Audited)
May 31, November 30,
ASSETS 2003 2002
------ ---- ----
Current
Cash $ 5,522 $ 3
=========== ===========
LIABILITIES
-----------
Current
Accounts payable $ 14,067 $ 14,296
Due to related parties 3,870 3,580
----------- -----------
17,937 17,876
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STOCKHOLDERS' DEFICIENCY
------------------------
Common stock, $0.001 par value
200,000,000 shares authorized
9,348,400 (November 30, 2002: 9,282,400) shares outstanding 9,348 9,282
Additional paid in capital 57,882 39,198
Deficit accumulated during the pre-exploration stage ( 79,645) ( 66,353)
----------- -----------
( 12,415) ( 17,873)
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$ 5,522 $ 3
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SEE ACCOMPANYING NOTES
BROOKMOUNT EXPLORATIONS INC.
(A Pre-exploration Stage Company)
INTERIM STATEMENT OF OPERATIONS
for the three and six months ended May 31, 2003 and 2002,
for the period December 9, 1999 (Date of Incorporation) to May 31, 2003
(Stated in US Dollars)
(Unaudited)
---------
December 9,
1999
(Date of Incor-
Three months ended Six months ended poration) to
May 31, May 31, May 31,
2003 2002 2003 2002 2003
---- ---- ---- ---- ----
Expenses $ 7,408 $ 3,324 $ 13,292 $ 8,037 $ 79,645
--------- --------- --------- --------- -----------
Net loss for the period $ 7,408 $ 3,324 $ 13,292 $ 8,037 $ 79,645
========= ========= ========= ========= ===========
Loss per share $ 0.00 $ 0.00 $ 0.00 $ 0.00
========= ========= ========= =========
Weighted average number of
shares outstanding 9,348,400 9,282,400 9,348,400 9,282,400
========= ========= ========= =========
SEE ACCOMPANYING NOTES
BROOKMOUNT EXPLORATIONS INC.
(A Pre-exploration Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
for the three and six months ended May 31, 2003 and 2002
for the period December 9, 1999 (Date of Incorporation) to May 31, 2003
(Stated in US Dollars)
(Unaudited)
---------
December 9,
1999
(Date of Incor-
Three months ended Six months ended poration) to
May 31, May 31, May 31,
2003 2002 2003 2002 2003
---- ---- ---- ---- ----
Cash Flows from Operating
Activities
Net loss for the period $( 7,408) $( 3,365) $( 13,292) $( 8,038) $ ( 79,645)
Changes in non-cash working
capital balances related to
operations
Due to related parties - - 290 - 3,870
Accounts payable ( 3,570) 1,098 ( 229) 3,504 14,067
Capital contributions
- expenses - 2,250 2,250 4,500 29,250
-------- -------- -------- -------- --------
( 10,978) ( 17) ( 10,981) ( 34) ( 32,458)
-------- -------- -------- -------- --------
Cash Flows from Financing
Activity
Capital stock issued 16,500 - 16,500 - 37,980
-------- -------- -------- -------- --------
Increase (decrease) in cash during
the period 5,522 ( 17) 5,519 ( 34) 5,522
Cash, beginning of the period - 79 3 96 -
-------- -------- -------- -------- --------
Cash, end of the period $ 5,522 $ 62 $ 5,522 $ 62 $ 5,522
========= ========= ========= ========= ==========
Supplemental disclosure of cash
flow information
Cash paid for:
Interest $ - $ - $ - $ - $ -
========= ========= ========= ========= ==========
Income taxes $ - $ - $ - $ - $ -
========= ========= ========= ========= ==========
SEE ACCOMPANYING NOTES
BROOKMOUNT EXPLORATIONS INC.
(A Pre-exploration Stage Company)
INTERIM STATEMENT OF STOCKHOLDERS'EQUITY(DEFICIENCY)
for the period December 9, 1999 (Date of Incorporation) to May 31, 2003
(Stated in US Dollars)
(Unaudited)
---------
Deficit
Accumulated
Additional During the
Common Shares Paid-in Pre-exploration
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Number Par Value Capital Stage Total
--------- ---------- ------- ----- --------
Capital stock issued for cash
- at $0.001 3,500,000 $ 3,500 $ - $ - $ 3,500
--------- ----------- ---------- --------- ---------
Balance, as at November 30, 1999 3,500,000 3,500 - - 3,500
Capital stock issued for cash
- at $0.002 5,750,000 5,750 5,750 - 11,500
- at $0.20 32,400 32 6,448 - 6,480
Contributions to capital by officers - - 9,000 - 9,000
Net loss for the period - - - ( 31,327) 31,327
--------- ----------- ---------- --------- --------
Balance, as at November 30, 2000 9,282,400 9,282 21,198 ( 31,327) ( 847)
Contributions to capital by officers - - 9,000 - 9,000
Net loss for the period - - - ( 17,215) ( 17,215)
--------- ----------- ---------- --------- --------
Balance, as at November 30, 2001 9,282,400 9,282 30,198 ( 48,542) ( 9,062)
Contributions to capital by officers - - 9,000 - 9,000
Net loss for the period - - - ( 17,811) ( 17,811)
--------- ----------- ---------- --------- --------
Balance, as at November 30, 2002 9,282,400 9,282 39,198 ( 66,353) ( 17,873)
Capital stock issued for cash
- at $0.25 66,000 66 16,434 - 16,500
Contributions to capital by officers - - 2,250 - 2,250
Net loss for the period - - - ( 13,292) ( 13,292)
--------- ----------- ---------- -------- --------
Balance, as at May 31, 2003 9,348,400 $ 9,348 $ 57,882 $ ( 79,645) $( 12,415)
========= =========== ========== =========== ==========
SEE ACCOMPANYING NOTES
BROOKMOUNT EXPLORATIONS INC.
(A Pre-exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
May 31, 2003
(Stated in US Dollars)
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Note 1 Interim Reporting
While the information presented in the accompanying interim three
months financial statement is unaudited, it includes all
adjustments which are, in the opinion of management, necessary to
present fairly the financial position, results of operations and
cash flows for the interim periods presented. All adjustments are
of a normal recurring nature. It is suggested that these financial
statements be read in conjunction with the company's November 30,
2002 annual financial statements.
Note 2 Continuance of Operations
The financial statements have been prepared using generally
accepted accounting principles in the United States of America
applicable for a going concern which assumes that the Company will
realize its assets and discharge its liabilities in the ordinary
course of business. At May 31, 2003, the Company had a working
capital deficiency of $12,415, which is not sufficient to meet its
planned business objectives or to fund mineral property
expenditures and ongoing operations for the next twelve months.
The Company has accumulated losses of $79,645 since its
commencement. Its ability to continue as a going concern is
dependent upon the ability of the Company to obtain the necessary
financing to meet its obligations and pay its liabilities arising
from normal business operations when they come due.
Note 3 Resource Property
The Company has a 100% interest in five mineral claims located in
Chazel Township, Abitibi West County, Quebec. These claims total
approximately 500 acres. Assessment work with a minimum value of
$6,000 must be submitted to the Ministry of Mines for the Province
of Quebec before November 14, 2004.
Note 4 Share Capital
Pursuant to an offering memorandum dated March 14, 2003, the
Company undertook to sell a minimum of 100,000 common shares at
$0.25. At May 31, 2003, the Company had sold 66,000 common shares
for proceeds of $16,500. This amount has been included in share
capital at May 31, 2003. The proceeds of this offering are to be
used for general working capital purposes.
Subsequent to May 31, 2003, the Company amended it's offering
memorandum of March 14, 2003. The amendment increased the offering
to 170,500 common shares at $0.25. Subsequent to the May 31, 2003,
the Company received $26,125 which represents the balance of the
funds required pursuant to the amended offering memorandum.
Item 2. Management's Discussion and Analysis or Plan of Operation
FORWARD LOOKING STATEMENTS
This quarterly report contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results are likely to differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks faced by us
described in this Risk Factors section and elsewhere in this annual report.
Plan of Operation
Our plan of operations for the twelve months following the date of this report
is to complete the recommended phase one exploration programs on the our
Mercedes 100 Property and the Brookmount Property. We anticipate that these
programs will cost $220,000 and $10,000 respectively.
In addition, we anticipate spending $17,200 on professional fees, $99,000 on
salaries and wages, $10,000 on travel costs, $15,000 on promotional expenses and
$50,000 on other administrative expenses.
Total expenditures over the next 12 months are therefore expected to be
$421,200. We will not be able to proceed with either exploration program, or
meet our administrative expense requirements, without additional financing.
Results Of Operations for Six-Month Period Ended May 31, 2003
We incurred operating expenses in the amount of $13,292 for the six-month period
ended May 31, 2003, as compared to $8,037 in the same period in 2002. At quarter
end, we had cash on hand of $5,522. Our liabilities at the same date totalled
$17,937 and consisted of accounts payable of $14,067 and $3,870 due to related
parties.
PART II- OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any pending legal proceeding. Management is not
aware of any threatened litigation, claims or assessments.
Item 2. Changes in Securities
During the three-month period ended May 31, 2003,the Company accepted
subscriptions for a total of 66,000 shares of common stock for $0.25 each
pursuant to a private placement offering. Subsequent to the period, the Company
issued an additional 104,500 shares of common stock for $0.25 pursuant to the
same offering.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Report on Form 8-K
99.1 Certification of Principal Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
99.2 Certification of Principal Accounting Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
There were no reports filed on Form 8-K during the three month period ended May
31, 2003.
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.
Brookmount Explorations Inc.
/s/ Peter Flueck
---------------------------
Peter Flueck
President, Chief Executive
Officer and Director
(Principal Executive Officer)
Dated: August 21, 2003
Brookmount Explorations Inc.
/s/ Norman Goodson
---------------------------
Norman Goodson
Secretary, Treasurer
Chief Financial Officer
and Director
(Principal Financial Officer)
Dated: August 21, 2003
Exhibit 99.1
CERTIFICATION
I, Peter Flueck, President and Chief Executive Officer of Brookmount
Explorations Inc., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Brookmount
Explorations Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: August 21, 2003 /s/ Peter Flueck
--------------------------------
Peter Flueck
President, C.E.O. and Director
(Principal Executive Officer)
Exhibit 99.2
CERTIFICATION
I, Norman Goodson, Secretary, Treasurer and Chief Financial Officer of
Brookmount Explorations Inc., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Brookmount
Explorations Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls.
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: August 21, 2003 /s/ Norman Goodson
------------------------------
Norman Goodson
Secretary, Treasurer & C.F.O.
(Principal Financial Officer)