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 February 29, 2004
------------------
[ ] 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: 9,837,014 shares of $0.001 par value
common stock outstanding as of April 21, 2004.
BROOKMOUNT EXPLORATIONS INC.
(A Pre-exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
February 29, 2004
(Stated in US Dollars)
(Unaudited)
---------
BROOKMOUNT EXPLORATIONS INC.
(A Pre-exploration Stage Company)
INTERIM BALANCE SHEETS
February 29, 2004 and November 30, 2003
(Stated in US Dollars)
(Unaudited)
---------
February 29, November 30,
ASSETS 2004 2003
------ ---- ----
Current
Cash $ 33,703 $ 37,429
Prepaid expenses - 689
Resource property cost advances 15,130 15,130
------------ -----------
$ 48,833 $ 53,248
============ ===========
LIABILITIES
------------
Current
Accounts payable $ 15,575 $ 12,575
Due to related parties - Note 5 53,928 51,066
------------ -----------
69,503 63,641
------------ -----------
STOCKHOLDERS' DEFICIENCY
------------------------
Common stock, $0.001 par value - Notes 3 and 4
200,000,000 shares authorized
9,837,014 (November 30, 2003: 9,708,900) shares outstanding 9,837 9,709
Additional paid in capital 274,604 210,658
Deficit accumulated during the pre-exploration stage ( 305,111) ( 230,760)
------------ -----------
( 20,670) ( 10,393)
------------ -----------
$ 48,833 $ 53,248
============ ===========
SEE ACCOMPANYING NOTES
BROOKMOUNT EXPLORATIONS INC.
(A Pre-exploration Stage Company)
INTERIM STATEMENT OF OPERATIONS
for the three months ended February 29, 2004 and 2003,
for the period December 9, 1999 (Date of Incorporation) to February 29, 2004
(Stated in US Dollars)
(Unaudited)
---------
December 9,
1999
(Date of Incor-
Three months ended poration) to
February 29, February 29,
2004 2003 2004
---- ---- ----
Expenses
General and administrative $ 74,351 $ 5,884 $ 305,111
------------ ---------- ---------
Net loss for the period $ 74,351 $ 4,191 $ 305,111
============ ========== =========
Loss per share $ 0.01 $ 0.00
============ ==========
Weighted average number of shares outstanding 9,719,430 9,282,400
============ ==========
SEE ACCOMPANYING NOTES
BROOKMOUNT EXPLORATIONS INC.
(A Pre-exploration Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
for the three months ended February 29, 2004 and 2003
for the period December 9, 1999 (Date of Incorporation) to February 29, 2004
(Stated in US Dollars)
(Unaudited)
---------
December 9,
1999
(Date of Incor-
Three months ended poration) to
February 29, February 29,
2004 2003 2004
---- ---- ----
Cash Flows from Operating Activities
Net loss for the period $ ( 74,351) $ ( 5,884) $ ( 305,111)
Items not involving cash
Resource property costs advances - - ( 15,130)
Prepaid expenses 689 - -
Changes in non-cash working capital balances related
to operations
Accounts payable 3,000 3,341 15,575
Due to related parties 2,862 290 53,928
Capital contributions - expenses - 2,250 29,250
----------- ----------- ----------
( 67,800) ( 3) ( 221,488)
----------- ----------- ----------
Cash Flows from Financing Activity
Capital stock issued 64,074 - 255,191
----------- ----------- ----------
Increase (decrease) in cash during the period ( 3,726) ( 3) 33,703
Cash, beginning of the period 37,429 3 -
----------- ----------- ----------
Cash, end of the period $ 33,703 $ - $ 33,703
=========== =========== ===========
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 February 29, 2004
(Stated in US Dollars)
(Unaudited)
---------
Deficit
Accumulated
Additional During the
Common Shares Paid-in Pre-exploration
------------------------------
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 $0.25 176,500 177 43,948 - 44,125
- at $0.50 250,000 240 125,262 - 125,512
Contributions to capital by officers - - 2,250 - 2,250
Net loss for the period - - - ( 164,407) ( 164,407)
--------- --------- ---------- --------- ---------
Balance, as at November 30, 2003 9,708,900 9,709 210,658 ( 230,760) ( 10,393)
Capital stock issued for cash
- at $0.50 128,114 128 63,946 - 64,074
Net loss for the period - - - ( 74,351) ( 74,351)
--------- --------- ---------- --------- ---------
Balance, as at February 29, 2004 9,837,014 $ 9,837 $ 274,604 $ ( 305,111) $ ( 20,670)
========= ========= ========== ========= =========
SEE ACCOMPANYING NOTES
BROOKMOUNT EXPLORATIONS INC.
(A Pre-exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
February 29, 2004
(Stated in US Dollars)
(Unaudited)
-----------
Note 1 Interim Reporting
-----------------
While the information presented in the accompanying interim three
month 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,
2003 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 February 29, 2004, the Company had a
working capital deficiency of $20,670, 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 $305,111 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 Commitments
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Abitibi West County, Quebec, Canada
The Company acquired five mineral claims located in the Chazel
Township, in the Province of Quebec. The Company must file
assessment work with a minimum value of CDN$6,000 not later than
November 14, 2004.
Mercedes Property, Junin, Peru
Pursuant to a property acquisition agreement dated for reference
July 3, 2003, the Company may acquire a 100% interest in 2,611
hectares located in Central Peru for consideration of $20,000 cash
and 5,000,000 common shares. As at February 29, 2004, the Company
has not paid the cash or issued the shares and the agreement has
not closed.
Note 4 Capital Stock
-------------
Pursuant to an offering memorandum dated July 23, 2003, the
Company undertook to sell a minimum of 1,000,000 common shares at
$0.50 per share. At February 29, 2004, the Company had sold
378,114 common shares for proceeds of $189,526. This amount has
been included in share capital at February 29,2004.
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.
Item 3. Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to
the filing date of this report, the Company carried out an evaluation of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. This evaluation was conducted by the sole director of the
Company, who also acts as the Company's President, the Chief Executive Officer,
and the Chief Financial Officer.
Based upon that evaluation, the Company concluded that the disclosure controls
and procedures are effective. There have been no significant changes in the
Company's internal controls or in other factors, which could significantly
affect internal controls subsequent to the date the Company carried out its
evaluation.
Plan of Operation
Our plan of operations for the twelve months following the date of this annual
report is to complete initial exploration programs on the Brookmount and
Mercedes properties. We anticipate that these programs will cost $10,000 and
$220,000 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.
We will not be able to complete the initial exploration programs on our mineral
properties without additional financing. We currently do not have a specific
plan of how we will obtain such funding; however, we anticipate that additional
funding will be in the form of equity financing from the sale of our common
stock. We may also seek to obtain short-term loans from our directors, although
no such arrangement has been made. At this time, we cannot provide investors
with any assurance that we will be able to raise sufficient funding from the
sale of our common stock or through a loan from our directors to meet our
obligations over the next twelve months. We do not have any arrangements in
place for any future equity financing.
Results Of Operations for Three-Month Period Ended February 29, 2004
We incurred operating expenses in the amount of $74,351 for the three-month
period ended February 29, 2004, as compared to $5,884 for the comparative period
in 2003. At quarter end, we had cash on hand of $33,703. Our liabilities at the
same date totalled $69,503 and consisted of accounts payable of $15,575 and
$53,928 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 February 29, 2004, the Company accepted
subscriptions for a total of 128,114 shares of common stock for $0.50 each
pursuant to a private placement 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
31.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
During the three-month period ended February 29, 2004, the Company filed a
current report dated December 3, 2004 on Form 8-K disclosing a change in the
Company's certifying accountant.
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: April 21, 2004
Brookmount Explorations Inc.
/s/ Zaf Sungur
---------------------------
Zaf Sungur
C.O.O., Secretary, treasurer
and principal accounting
officer
Dated: April 21, 2004
Exhibit 31.1
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. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal contrl over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the small business issuer and I have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the small business issuer, 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) designed such internal control over financial reporting, or caused
such disclosure control and procedures to be designed under our
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
c) evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this quarterly report based on
such evaluation; and
d) disclosed in this quarterly report any change in the small business
issuer's internal control over financial reporting that occurred
during the small business issuer's most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal controls
over financial reporting, to the small business issuer's auditors and the
audit committee of the small business issuer's board of directors (or
persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's ability
to record, process, summarize and reporting financial information; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.
Date: April 21, 2004 /s/ Peter Flueck
--------------------------------
Peter Flueck
President, C.E.O. and Director
(Principal Executive Officer)
Exhibit 31.2
CERTIFICATION
I, Zaf Sungur, 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. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal contrl over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the small business issuer and I have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the small business issuer, 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) designed such internal control over financial reporting, or caused
such disclosure control and procedures to be designed under our
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
c) evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this quarterly report based on
such evaluation; and
d) disclosed in this quarterly report any change in the small business
issuer's internal control over financial reporting that occurred
during the small business issuer's most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal controls
over financial reporting, to the small business issuer's auditors and the
audit committee of the small business issuer's board of directors (or
persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's ability
to record, process, summarize and reporting financial information; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.
Date: April 21, 2004 /s/ Zaf Sungur
------------------------------
Zaf Sungur
C.O.O., Secretary, treasurer
and principal accounting
officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Brookmount Explorations Inc. (the
"Company") on Form 10-QSB for the period ended February 29, 2004 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned, in the capacities and on the dates indicated below, hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1. The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
Date: April 21, 2004
/s/ Peter Flueck
--------------------------------
Peter Flueck
President, C.E.O. and Director
(Principal Executive Officer)
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Brookmount Explorations Inc. (the
"Company") on Form 10-QSB for the period ended February 29, 2004 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned, in the capacities and on the dates indicated below, hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1. The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
Date: April 21, 2004
/s/ Zaf Sungur
----------------------------
Zaf Sungur
C.O.O., Secretary, treasurer
and principal accounting
officer