SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 January 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _____
Commission file number: 000-27667
METALLINE MINING COMPANY
(Exact name of registrant as specified in its charter)
Nevada 91-1766677
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation)
1330 E. Margaret Ave.
Coeur d'Alene, ID 83815
(Address of principal executive offices)
Registrant's telephone number, including area code:
(208) 665-2002
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock The OTC-Bulletin Board
Title of each class Name of each exchange on which
registered.
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 as 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 [ ]
METALLINE MINING COMPANY QUARTERLY REPORT
ON FORM 10-QSB FOR THE QUARTERLY PERIOD
ENDED JANUARY 31, 2004
TABLE OF CONTENTS Page
PART I - FINANCIAL INFORMATION
Item 1: Consolidated Financial Statements . . . . . 1
Item 2: Management's Discussion and
Analysis of Financial Condition
and Results of Operation . . . . . . . . . .1
PART II OTHER INFORMATION
Item 1: Legal Proceedings . . . . . . . . . . . . . 5
Item 2: Changes in Securities . . . . . . . . . . . 6
Item 3: Defaults upon Senior Securities . . . . . . 6
Item 4: Submission of Matters to a
Vote of Security Holders . . . . . . . . . .6
Item 5: Other Information . . . . . . . . . . . . . 6
Item 6: Exhibits and Reports on Form 8-K . . . . . .6
Index to Consolidated Financials . . . . . . . . . . . 7
Certifications and Signatures . . . . . . . . . . .F/S 12
[The balance of this page has been intentionally left blank.]
(i)
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.
The reviewed consolidated financial statements of the Company,
for the period covered by this report, are included elsewhere in
this report, beginning at page F/S 1.
The reviewed consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for
the interim financial information with the instructions to Form
10-QSB and Rule 10-01 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements. In the opinion of the Company's management, all
adjustments (consisting of only normal accruals) considered
necessary for a fair presentation have been included. Operating
results for the three-month period ended January 31, 2004 are not
necessarily indicative of the results that may be expected for
the full year ending October 31, 2004.
For further information refer to the financial statements and
footnotes thereto in the Company's Annual Report on Form 10-KSB
for the year ended October 31, 2003 incorporated by reference
herein.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS FOR THE PERIOD ENDED JANUARY 31, 2004.
Three months ended January 31, 2004 compared to the three months
ended January 31, 2003:
During the three months ended January 31, 2004, the Company
realized other income of $191,906 from the sale of zinc carbonate
ore from the Company's San Salvadore mine, in accordance with a
contract with Cameron Chemicals, Inc., Norfolk, Virginia. Costs
associated with the Sale of the ore totaled $95,202 for the
three-month period ended January 31, 2004. There were ore sales
of $89,568 in the three-month period ended July 31, 2003. General
and administrative expenses increased to $365,486 for the three-
month period ended January 31, 2004 as compared to $318,287 for
the three-month period ended January 31, 2003. The increase is
primarily due to an increase in payroll expenses of $28,035, an
increase in professional services of $61,314, and a $9,642
increase in exploration expenditures. These increases were
partially offset by a $60,667 decrease in expenses of maintaining
the property. For the three months ended January 31, 2004, the
Company experienced a loss of $268,493, or $0.02 per share,
compared to a loss of $305,176, or $0.03 per share, during the
comparable period in the previous year.
LIQUIDITY AND CAPITAL RESOURCES.
Metalline Mining Company (the "Company") is an exploration stage
enterprise formed under the laws of the State of Nevada, on
August 20, 1993, to engage in the business of mining. The Company
has no operating history and is subject to all the risks inherent
in a new 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, and the competitive and
regulatory environment in which the Company will operate.
Page 1
>From inception until May 1996, the Company was essentially
dormant having as its only asset unpatented mining claims located
in the State of Montana ("Kadex Property"). Since May 1996, the
focus of the Company has been the Sierra Mojada Project in
Mexico, and the Company has dropped the Kadex Property claims.
The Company is currently involved in exploration and evaluation
of its Mexican Property under agreement with Minas Penoles.
The Company has insufficient funds to carry on operations during
the next twelve months. In order to maintain operations, the
Company will have to raise additional capital through loans or
through the sale of securities. If the Company is unable to raise
additional capital, it may have to cease operations. The
Company's plan of operation, subject to maintaining sufficient
funds, calls for continued mining of zinc carbonate from the
white zinc manto for delivery to Metalline's fertilizer clients,
and drilling and sampling of the red zinc manto to define an ore
reserve. The red zinc manto work is being conducted and funded by
Penoles.
Due to the Company's lack of revenues, the Company's independent
certified public accountants included a paragraph in the
Company's 2003 financial statements relative to a going concern
uncertainty. The Company financed its obligations during the
2002-2003 fiscal year by its sale of 956,000 shares at an average
price of $1.09 per share. During the current period, the Company
has realized $1,246,500 from the sale of 1,246,500 shares at
$1.00 per share.
The Company is engaged in the business of mining. The Company
currently owns one mining property located in Mexico known as the
Sierra Mojada Property. The Company conducts its operations in
Mexico through its wholly owned subsidiary corporation, Minera
Metalin S.A. de C.V. ("Minera Metalin").
The Sierra Mojada Property is comprised of eight concessions
totaling 7,060 hectares (17,446 acres). The concessions were
acquired by purchase agreements from the titled owners. The
Company owns title to 100% of the concessions.
The Sierra Mojada Mining District is located in the west central
part of the state of Coahuila, Mexico, near the Coahuila-
Chihuahua state border some 200 kilometers south of the Big Bend
of the Rio Grande River. The principal mining area extends for
some 5 kilometers in an east-west direction along the base of the
precipitous, 1,000 meter high, Sierra Mojada Range.
Vehicle access from Torreon is by 250 kilometers on paved road to
Sierra Mojada. There is a well maintained, 1200 meter, gravel
airstrip. The District has high voltage electric power and is
served by a rail line, which was constructed from Escalon to the
district in 1891 and later connected to Monclova.
The initial discovery of silver ore in the Sierra Mojada Property
was made in 1879. Over the next 12 years, numerous small mines
developed along an oxidized silver lead ore body known as the
"lead manto" (a bed, layer or strata). The lead manto was mined
continuously for 3 kilometers and discontinuously for another 2
kilometers. Ore was selectively mined and hauled by wagon to
Escalon on the railroad main line from El Paso to Mexico City;
from there it went to smelters in Mexico and the United States.
In September of 1891 the Mexican Northern Railroad completed its
spur line from Escalon to the district. Rail access stimulated
development and the period from 1891 to the late 1920's was the
peak of productivity of the district. The main lead manto was
nearly mined out by 1905, the same year that the discovery of the
first silver-copper ore body was made. Additional discoveries of
silver, silver-copper, and
Page 2
silver-copper-zinc-lead ores provided production through the
1930's. Between 1922 and 1931additional lead manto silver-lead
ore was discovered and mined to the southwest for some 1,400
meters under the Sierra Mojada range. This manto was eventually
mined for more than 2 kilometers.
By the mid 1920's many of the mines were under control of Penoles
Corporations ("Penoles") and ASARCO Incorporated ("ASARCO").
ASARCO ceased mining in the district in the late 1930's. Both
companies still owned properties during the 1940's and Penoles
mined until the late 1950's when the Mineros Nortenos Cooperative
acquired the Penoles properties. The Mineros Nortenos Cooperative
("Mineros Nortenos") has operated the San Salvador, Encantada and
Fronteriza mines since 1957 and direct shipped high-grade oxide
zinc and lead-silver ore to smelters in Mexico.
The lead manto produced 3 to 3.5 million tons prior to 1905 with
another 1.5 million tons of similar ore coming from other ore
bodies to the west and to the southwest.
Mineros Nortenos has mined about 600,000 tons of predominantly
oxide zinc ore with grades of 20 to 50% zinc. Some of this ore
was oxide silver-lead and silver, copper, zinc and lead sulfide
at grades of 1 to 4 kilogram silver per ton, 1 to 5% copper, 10
to 30% zinc and 30 to 70% lead. Production records from 1978 to
1981 for the San Salvador mine average 33.5% zinc.
The Sierra Mojada Property has produced in excess of 10 million
tons of high-grade ore that graded in excess of 30% lead, 20%
zinc, 1% copper and 1 kg (31 ounces) silver per ton that was
shipped directly to the smelter. The district has never had a
mill to concentrate ore. All of the mining was done selectively
for ore of sufficient grade to direct ship; mill grade ore was
left unmined. More than 50 kilometers of underground workings are
spread through the 5 kilometer by 2 kilometer area from which
more than 45 mines have produced ore. The deepest workings have
ore grade mineralization and provide some of the best targets for
reserve development. In spite of the amount of historic work,
when a map of all of the historic workings is viewed there is
much more unexplored area in the 5 by 2 kilometer area than has
been explored and the vertical extent greater than 100 meters is
totally unexplored.
The sediments are predominantly carbonate with some sandstone and
shale and the attitudes are near horizontal. The mines are dry
and the rocks are competent, there is very little unstable ground
and the ore thickness is amenable to high volume mechanized
mining methods. Sierra Mojada has ideal mining conditions and
grades for low cost production.
Based upon the foregoing, the Company is of the opinion that the
magnitude of the Sierra Mojada mineral system and its exploration
potential is capable of providing new reserves for many more
years of mining. However, there is no assurance as to the
quantity or quality of the undeveloped reserves.
There is potential for long-term reserve expansion within the
known extent of the mineral systems. There is potential to
discover ore deposits in unexplored portions of the land position
and at depth in unexplored stratigraphy. There is however, no
assurance that the Company will have the monetary resources to
continue to explore for, develop, or retrieve any of the minerals
located in the Sierra Mojada Property.
In October, 1999 Minera Metalin signed a Joint Venture Letter
Agreement with Minera North S. de R.L. de C.V. a wholly owned
subsidiary of North Limited of Melbourne Australia, a major
international mining company. The agreement allowed North to
acquire a 60% participating interest in Sierra Mojada by
exploring and completing a feasibility study over a "Earn In
Period" of not more than 5 years.
In August, 2000 Rio Tinto Ltd. purchased North Limited for its
iron ore holding and subsequently terminated the agreement with
Minera Metalin.
Penoles Agreement
On the 15th of November, 2001 Metalline Mining Company and its
Mexican Subsidiary Minera Metalin, S.A. de C.V. signed an
Agreement with Minas Penoles, S.A. de C.V. and Compania Minera La
Parrena, S.A. de C.V. The Agreement allows Minas Penoles to earn
a 60% interest in the Sierra Mojada project by exploring and
completing a feasibility study over an "Earn in Period" of not
more than 5 years.
Penoles and Metalline, by mutual agreement of the parties, have
terminated that agreement as of November 15, 2003.
EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS.
In May 2003, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No.150, "Accounting
for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity" (hereinafter "SFAS No.150"). SFAS No.150
establishes standards for classifying and measuring certain
financial instruments with characteristics of both liabilities
and equity and requires that those instruments be classified as
liabilities in statements of financial position. Previously, many
of those instruments were classified as equity. SFAS No.150 is
effective for financial instruments entered into or modified
after May 31, 2003 and otherwise is effective at the beginning of
the first interim period after June 15, 2003. The Company has not
yet determined the impact of the adoption of this statement.
In April 2003, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 149, "Amendment
of Statement 133 on Derivative Instruments and Hedging
Activities" (hereinafter "SFAS No.149"). SFAS No.149 amends and
clarifies the accounting of derivative instruments, including
certain derivative instruments embedded in other contracts, and
for hedging activities under SFAS No.133, "Accounting for
Derivative Instruments and Hedging Activities". This statement is
effective for contracts entered into or modified after June 30,
2003 and for hedging relationships designated after June 30,
2003. The adoption of SFAS No.149 is not expected to have a
material impact on the financial position or results of
operations of the Company.
In December 2002, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No.148, "Accounting
for Stock-Based Compensation - Transition and Disclosure"
(hereinafter "SFAS No.148"). SFAS 148 amends SFAS 123,
"Accounting for Stock-Based Compensation, " to provide
alternative methods of transition for a voluntary change to the
fair value based method of accounting for stock-based employee
compensation. In addition, the statement amends the disclosure
requirements of SFAS 123 to require prominent disclosure in both
annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect
of the method used on reported results. The provisions of the
statement are effective for financial statements for fiscal years
ending after December 15, 2002. As the Company accounts for
stock-based compensation using the fair value method, the
adoption of SFAS 148 has no material impact on the Company's
financial condition or results of operations.
In June 2002, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 146, "Accounting
for Costs Associated with Exit or Disposal Activities"
(hereinafter "SFAS No.146").
Page 4
SFAS No. 146 addresses significant issues regarding the
recognition, measurement, and reporting of costs associated with
exit and disposal activities, including restructuring activities.
SFAS No.146 also addresses recognition of certain costs related
to terminating a contract that is not a capital lease, costs to
consolidate facilities or relocate employees, and termination
benefits provided to employees that are involuntarily terminated
under the terms of a one-time benefit arrangement that is not an
ongoing benefit arrangement or an individual deferred-
compensation contract. SFAS No. 146 was issued in June 2002,
effective December 31, 2002. The Company's financial position and
results of operations have not been affected by adopting SFAS
No.146.
In April 2002, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 145, "Rescission
of FASB Statements No.4, 44, and 64, Amendment of FASB Statement
No.13, and Technical Corrections" (hereinafter "SFAS No.145")
which updates, clarifies, and simplifies existing accounting
pronouncements. FASB No.4, which required all gains and losses
from the extinguishment of debt to be aggregated and, if
material, classified as an extraordinary item, net of related tax
effect was rescinded. As a result, FASB No. 64, which amended
FASB No.4, was rescinded as it was no longer necessary. SFAS
No.14 amended FASB No.13 to eliminate an inconsistency between
the required accounting for sale-leaseback transactions and the
required accounting for certain lease modifications that have
economic effects that are similar to sale-leaseback transactions.
Management's adoption of this statement has not affected the
financial position or results of operations at October 31, 2003.
CASH FLOWS FOR THE THREE MONTHS ENDED
JANUARY 31, 2004 WERE AS FOLLOWS:
During the three-month period ended January 31, 2004, the
Company's cash position increased to $1,813,803, primarily due to
the sale of the Company's common stock. During the three-month
period, the Company used $171,282 in operating activities. In
addition, the Company realized $1,284,472 from the sale of
Company stock and financed $32,756 for the purchase of equipment.
On June 21, 2002, the Company authorized the purchase of property
and equipment from the Mineros Nortenos Cooperativa, located at
the Company's Sierra Mojada Project at La Esmeralda, Coahuila,
Mexico. Total purchase price, after conversion to U.S. Dollars,
amounted to $272,616. The final payment of $38,610 due under the
contract was paid June 2003.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Minera Metalin, the Company's Mexican subsidiary, has been
named as a co-defendant in a lawsuit filed in Mexico regarding
the Company's purchase of two mining concessions. During the nine
months ended July 31, 2003 the Company settled this suit for
approximately $36,000. The Company paid approximately $13,800 at
the time of settlement, with the balance payable in six equal
installments of approximately $3,700. The Company has met its
obligation under the settlement.
[The balance of this page has been intentionally left blank.]
Page 5
ITEM 2. CHANGES IN SECURITIES.
Neither the constituent instruments defining the rights of the
registrant's securities holders nor the rights evidenced by the
registrant's outstanding common stock have been modified,
limited, or qualified. During the three months ended January 31,
2004 the Company sold 1,246,500 shares of its common stock at a
price of $1.00 per share.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
The registrant has no outstanding senior securities.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
In February 2001 a notice of annual meeting and proxy statement
were mailed to shareholders of record January 5, 2001 regarding
matters to be considered at the annual shareholders meeting held
March 1, 2001. Matters considered were (1) election of directors,
(2) consideration and approval of the Company's 2001 Stock Option
Plan, (3) consideration and approval of a proposed amendment to
the Company's Articles of Incorporation to authorize a class of
Preferred Shares, (4) election of outside auditors. There have
been no matters submitted to a vote of security holders since
March 1, 2001.
ITEM 5. OTHER INFORMATION. None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
EXHIBITS.
The following exhibit is filed as part of this report: None.
REPORTS ON FORM 8-K.
No reports on Form 8-K were filed by the registrant during the
period covered by this report.
[The balance of this page has been intentionally left blank.]
Page 6
METALLINE MINING COMPANY
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements: PAGE
Consolidated Balance Sheets as of
January 31, 2004 and October 31, 2003 . . . . . F/S 1
Consolidated Statements of Operations
for the three period
ended January 31, 2004 and for
the period from inception (November 8, 1993)
to January 31, 2004. . . . . . . . . . . . . . . F/S 2
Consolidated Statements of Changes in
Stockholder's Equity for the period from
inception (November 8, 1993)
to January 31, 2004. . . . . . . . . . . . . . . F/S 3
Consolidated Statements of Cash Flow for
the three-month period ended January 31, 2004
and for the period from
inception (November 8, 1993) to
January 31, 2004. . . . . . . . . . . . . . . . .F/S 8
Condensed Notes to Consolidated
Financial Statements . . . . . . . . . . . . . F/S 10
Certifications and Signatures . . . . . . . . . F/S 12
[The balance of this page has been intentionally left blank.]
Page 7
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
JANUARY 31, 2004 October 31, 2003
(Unaudited)
----------- ----------
ASSETS
CURRENT ASSETS
Cash $1,813,803 $733,369
Accounts receivable 44,818 0
Prepaid expenses 0 126
Employee advances 15,137 20,900
------- -------
Total Current Assets 1,873,758 754,395
------- -------
MINERAL PROPERTIES 4,334,767 4,334,767
-------- --------
PROPERTY AND EQUIPMENT
Office and mining equipment
Net of accumulated depreciation 323,381 301,142
------- -------
Total Property and Equipment 323,381 301,142
------- -------
TOTAL ASSETS $6,531,906 $5,390,304
========= =========
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(continued)
January 31, 2004 October 31, 2003
(Unaudited)
----------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $107,715 $110,898
Contracts payable 4,209 4,209
Accrued liabilities 31,701 23,744
------- ------
Total Current Liabilities 143,625 138,851
------- ------
COMMITMENTS AND CONTINGENCIES - -
---- ----
STOCKHOLDERS' EQUITY
Preferred stock, $0.01 par value;
1,000,000 shares authorized,
no shares issued or outstanding 0 0
Common stock, $0.01 par value;
50,000,000 shares authorized,
13,200,060 and 11,845,055 shares
issued and outstanding
respectively. 132,001 118,451
Stock subscriptions receivable 0 (38,000)
Additional paid-in capital 13,309,056 11,955,285
Stock options and warrants 1,498,550 1,498,550
Deficit accumulated during
exploration stage (8,551,326) (8,282,833)
---------- ---------
Total Stockholders' Equity 6,388,281 5,251,453
--------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $6,531,906 $5,390,304
========= =========
See condensed notes to the consolidated financial statements.
F/S 1
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Period from
--------------------- November 8, 1993
January 31, January 31, (Inception) through
2004 2003 January 31,2004
-------- -------- ------------
REVENUES $ 0 $ 0 $ 0
------ ------ -------
GENERAL AND
ADMINISTRATIVE EXPENSES
Salaries and
payroll expenses 160,056 132,021 1,967,550
Office and administrative 24,904 30,511 405,195
Taxes and fees 40,918 47,032 326,786
Professional services 108,432 47,118 3,631,075
Property expenses (12,215) 48,452 1,512,683
Exploration and research 32,874 12,278 228,222
Depreciation 10,517 875 303,670
------- ------- --------
TOTAL EXPENSES 365,486 318,287 8,375,181
------- ------- -------
LOSS FROM OPERATIONS (365,486) (318,287) (8,375,181)
======= ======== ========
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(continued)
Three Months Ended Period from
--------------------- November 8, 1993
January 31, January 31, (Inception) through
2003 2002 January 31, 2003
-------- -------- ------------
OTHER INCOME (EXPENSES)
Miscellaneous ore sales,
net of expenses 96,704 13,160 83,661
Interest income 441 8 25,905
Interest expense (152) (57) (285,711)
------ ----- -------
TOTAL OTHER INCOME 96,993 13,111 (176,145)
====== ====== =======
LOSS BEFORE INCOME TAXES (268,493) (305,176) (8,551,326)
INCOME TAXES 0 0 0
----- ---- -----
NET LOSS $(268,493) $(305,176) $(8,551,326)
======= ======== ========
NET LOSS PER COMMON SHARE
BASIC AND DILUTED $ (0.02) $ (0.03)
===== =====
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING
BASIC AND DILUTED 11,899,227 10,451,673
======== =========
The accompanying notes are an integral part of these consolidated financial
statements.
F/S 2
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Accumulated
Common Stock Stock Stock Deficit
---------------- Additional Sub- Options During Ex-
Number of Paid-in scriptions and ploration
Shares Amount Capital Receivable Warrants Stage Total
---- ---- ---- ----- ---- ----- ---
Common stock issuance
prior to inception (no value) 960,800 $ 9,608 $(9,608) $ - $ - $ - $ -
1:5 reverse common stock split (768,640) (7,686) 7,686 - - - -
Net loss for the year ended
October 31, 1994 - - - - - (8,831) (8,831)
Balances, October 31, 1994 192,160 1,922 (1,922) - - (8,831) (8,831)
----- ---- ---- --- --- ---- ----
3:1 common stock split 384,320 3,843 (3,843) - - - -
Net loss for the year ended
October 31, 1995 - - - - - (7,761) (7,761)
----- --- --- --- --- ---- ----
Balance, October 31, 1995 576,480 $ 5,765 $(5,765) $ - $ - $(16,592) $(16,592)
----- ---- ---- --- --- ----- -----
Issuance of common stock as follows:
- for par value at transfer
of ownership 2,000 20 - - - - 20
- for cash at an average
of $0.11 per share 1,320,859 13,209 133,150 - - - 146,359
- for services at an average
of $0.08 per share 185,000 1,850 12,600 - - - 14,450
- for computer equipment
at $0.01 per share 150,000 1,500 13,500 - - - 15,000
- for mineral property
at $0.01 per share 900,000 9,000 - - - - 9,000
Net loss for the year ended
October 31, 1996 - - - - - (40,670) (40,670)
----- ---- ---- --- --- ---- ----
Balances, October 31, 1996 3,134,339 $31,344 $153,485 $ - $ - $(57,262) $127,567
------- Table continued on next page.
See condensed notes to the consolidated financial statements.
F/S 3
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(continued)
Accumulated
Common Stock Stock Stock Deficit
---------------- Additional Sub- Options During Ex-
Number of Paid-in scriptions and ploration
Shares Amount Capital Receivable Warrants Stage Total
---- ---- ---- ----- ---- ----- ---
Balance brought Forward 3,134,339 $31,344 $153,485 $ - $ - $(57,262) $127,567
Issuance of common Stock
as follows:
- for cash at an average of
$0.61 per share 926,600 9,266 594,794 - - - 604,060
- for services at an average
of $0.74 per share 291,300 2,913 159,545 - - - 162,458
- for payment of a loan at
$0.32 per share 100,200 1,002 30,528 - - - 31,530
Options issued as follows:
- 300,000 options for cash - - 3,000 - - - 3,000
Net loss for year ended
October 31, 1997 - - - - - (582,919) (582,919)
----- --- ---- --- --- ----- -----
Balances at October 31, 1997 4,452,439 $44,525 $941,352 $ - $ - $(640,181) $345,696
Issuance of common stock
as follows:
- for cash at an average
of $1.00 per share 843,500 8,435 832,010 - - - 840,445
- for cash and receivables
at $1.00 per share 555,000 5,550 519,450 (300,000) - - 225,000
- for services at an average
of $0.53 per share 41,800 418 21,882 - - - 22,300
- for mine data base at
$1.63 per share 200,000 2,000 323,000 - - - 325,000
Options issued or
granted as follows:
- 1,200,000 options for cash - - 120,000 - - - 120,000
- for financing fees - - - - 60,000 - 60,000
- for consulting fees - - - - 117,000 - 117,000
Warrants issued for services - - - - 488,980 (488,980) -
Net loss for year
ended October 31, 1998 - - - - - (906,036) (906,036)
----- ---- ----- ---- ---- ------ ------
Balance, October 31, 1998 6,092,739 $60,928 $2,757,694 $(300,000) $665,980 $(2,035,197)$(1,149,405)
------ ---- ------ ----- ----- ------- ------
--- Table continued on next page. See condensed notes to the consolidated financial statements. F/S 4
METALLINE MINING COMPANY
(An Exploration Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(continued)
Accumulated
Common Stock Stock Stock Deficit
---------------- Additional Sub- Options During Ex-
Number of Paid-in scriptions and ploration
Shares Amount Capital Receivable Warrants Stage Total
---- ---- ---- ----- ---- ----- ---
Balance brought Forward 6,092,739 $60,928 $2,757,694 $(300,000) $665,980 $(2,035,197) $(1,149,405)
Issuance of common stock as follows:
- for cash at an average
of $1.04 per share 818,800 8,188 842,712 - - - 850,900
- for drilling fees
at $0.90 per share 55,556 556 49,444 - - - 50,000
Stock options and warrant activity
as follows:
- exercise of options
at $0.90 per share 250,000 2,500 267,500 - (45,000) - 225,000
- issuance of options for
financing fees - - - - 216,000 - 216,000
- expiration of options - - 60,000 - (60,000) - -
Stock subscription received - - - 300,000 - - 300,000
Net loss for year
ended October 31, 1999 - - - - - (1,423,045) (1,423,045)
------ ----- ------ ---- ----- ------- ------
Balance, October 31, 1999 7,215,095 $72,152 $3,977,350 $ - $776,980 $(3,458,242) $1,368,240
Stock option and warrant activity
as follows:
Exercise of options at
$0.86 per share 950,000 9,500 1,090,750 - (288,000) - 812,250
Warrants issued for services - - - - 55,000 - 55,000
Issuance of common stock as follows:
- for cash at an average of $2.77
of $2.77 per share 1,440,500 14,405 3,972,220 - - - 3,986,625
- for services at $1.28 per share 120,000 1,200 152,160 - - - 153,360
- for equipment at $1.67 per share 15,000 150 24,850 - - - 25,000
Net loss for year
ended October 31, 2000 - - - - - (882,208) (882,208)
------ ---- ------ ---- ----- ------- ------
Balance, October 31, 2000 9,742,595 $ 97,427 $9,217,330 $ - $543,980 $(4,340,450) $5,518,287
------ ----- ------ ---- ----- ----- ------
------- Table continued on next page. See condensed notes to the consolidated financial statements. F/S 5
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(continued)
Accumulated
Common Stock Stock Stock Deficit
---------------- Additional Sub- Options During Ex-
Number of Paid-in scriptions and ploration
Shares Amount Capital Receivable Warrants Stage Total
---- ---- ---- ----- ---- ----- ---
Balance brought Forward 9,742,595 $97,427 $9,217,330 $ 0 $543,980 $(4,340,450) $5,518,287
Stock option and warrant activity
as follows:
-Warrants exercised
at $0.75 per share 20,000 200 25,560 0 (10,760) 0 15,000
-Options issued for consulting fees 0 0 0 0 740,892 0 740,892
-Warrants issued for consulting fees 0 0 0 0 144,791 0 144,791
Issuance of common stock as follows:
- for cash at $2.00 per share 250,000 2,500 494,076 0 3,424 0 500,000
- for cash of $210 and services at
$2.07 per share 21,000 210 43,260 0 0 0 43,470
- for cash of $180 and services at
$2.05 per share 18,000 180 36,720 0 0 0 36,900
- for services at $2.45 per share 6,000 60 14,640 0 0 0 14,700
- for services at $1.50 per share 12,000 120 17,880 0 0 0 18,000
Net loss for year
ended October 31,2001 0 0 0 0 0 (2,069,390) (2,069,390)
------ ----- ------- ---- ------ ------- -------
Balance, October 31, 2001 10,069,595 100,697 9,849,466 0 1,422,327 (6,409,840) 4,962,650
Issuance of common stock as follows:
- for cash at $2.00 per share 50,000 500 99,500 0 0 0 100,000
- for cash and warrants
at $1.50 per share 96,000 960 134,400 0 8,640 0 144,000
- for cash and warrants
at $1.50 per share 66,667 667 93,333 0 6,000 0 100,000
- for compensation at an average
of $1.23 per share 86,078 861 104,014 0 0 0 104,875
Stock option activity as follows:
- for compensation at $0.61 per share 0 0 0 0 61,000 0 61,000
Net loss for year ended October 31, 2002 0 0 0 0 0 (765,765) (765,765)
----- ----- ------ ----- ----- ---- ------
Balance, October 31, 2002 10,368,340 $103,685 $10,280,713 $ 0 $1,497,967 $(7,175,605) $4,706,760
----- ----- ------ ---- ------ ------- -------
---- Table continued on next page. See condensed notes to the consolidated financial statements. F/S 6
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(continued)
Accumulated
Common Stock Stock Stock Deficit
---------------- Additional Sub- Options During Ex-
Number of Paid-in scriptions and ploration
Shares Amount Capital Receivable Warrants Stage Total
---- ---- ---- ----- ---- ----- ---
Balance brought Forward 10,368,340 $103,685 $10,280,713 $ 0 $1,497,967 $(7,175,605) $4,706,760
-------- ----- ------- ---- -------- -------- --------
Issuance of common stock
as follows:
- for cash at $2.00 per share 100,000 1,000 199,000 0 0 0 200,000
- for cash at an average of
$0.98 per share 849,000 8,489 821,510 - - - 829,999
- for cash and warrants at
$1.50 per share 7,000 70 9,847 - 583 - 10,500
- for compensation at an
average of $1.25 per share 391,332 3,913 487,275 - - - 491,188
- for services at an average
of $1.23 per share 91,383 941 119,320 - - - 120,234
- for subscriptions receivable
at $1.00 per share 38,000 380 37,620 (38,000) - - -
Net loss for the year ended
October 31, 2003 - - - - - (1,107,228) (1,107,228)
---- --- ---- --- --- ---- ----
Balance, October 31, 2003 11,845,055 118,451 11,955,285 (38,000) 1,498,550 (8,282,833) 5,251,453
Issuance of common stock
as follows:
- for cash at $1.00 per share 1,246,500 12,465 1,234,035 - - - 1,246,500
- for compensation at an average
of $1.18 per share 67,205 672 78,849 - - - 79,521
- for services at $1.00 per share 41,300 413 40,887 - - - 41,300
Stock subscription received - - - 38,000 - - 38,000
Net loss for the three months
ended January 31, 2004 - - - - - (268,493) (268,493)
---- ---- ----- ---- --- ---- ----
Balance, January 31, 2004
(unaudited) 13,200,060 $132,001 $13,309,056 $ - $1,498,550 $(8,551,326) $6,388,281
======= ===== ====== === ===== ===== ======
The accompanying notes are an integral part of these consolidated financial statements.
F/S 7
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Period from
Three Months Ended November 8, 1993
----------------- (Inception)
January 31, January 31, through
2004 2003 January 31, 2004
(Unaudited) (Unaudited) (Unaudited)
--------- --------- ---------
Cash flows from
operating activities:
Net loss $(268,493) $(305,176) $(8,551,326)
Adjustments to reconcile net
loss to cash used by
operating activities:
Depreciation 10,517 12,278 188,010
Non-cash expenses 28 3,640 126,892
Payment of services from
issuance of stock 120,821 131,958 1,423,333
Payment of services from
issuance of options 0 0 801,892
Payment of financing fees from
issuance of stock options 0 0 276,000
Payment of expenses from
issuance of stock 0 0 326,527
Warrants issued for services 0 0 688,771
(Increases) decreases in:
Foreign property tax
refund receivable 0 59,287 0
Accounts receivable (44,818) (4,451) (44,818)
Prepaid expenses 126 99 0
Employee advances 5,763 (2,689) (15,137)
(Increases) decreases in:
Accounts payable (3,183) (5,783) 107,715
Contracts payable 0 38,259 4,209
Accrued liabilities 7,957 (165,265) 31,701
------ ---- ----
Net cash used in
operating activities (171,282) (237,843) (4,636,231)
======= ======= ========
Schedule continued on next page.
See condensed notes to the consolidated financial statements.
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(continued)
Period from
Three Months Ended November 8, 1993
----------------- (Inception)
January 31, Jamuary 31, through
2004 2003 January 31, 2004
(Unaudited) (Unaudited) (Unaudited)
--------- --------- ---------
Net cash used by
operating activities (171,282) (237,843) (4,636,231)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of investments 0 0 (484,447)
Proceeds from investments 0 0 484,447
Equipment purchases (32,756) 0 (471,368)
Mining property acquisitions 0 0 (4,452,631)
------- ------ ---------
Net cash used by investing
activities (32,756) 0 (4,923,999)
------- ------ ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from sales of
common stock 1,284,472 209,917 10,306,643
Proceeds from sales of
options and warrants 0 583 949,890
Deposits for sale of stock 0 0 87,500
Proceeds from
shareholders loans 0 0 30,000
------- ------ -------
Net cash provided by
financing activities: 1,284,472 210,500 11,374,033
------- ------- ---------
Net increase (decrease)
in cash 1,080,434 (27,343) 1,813,803
Cash beginning of period 733,369 216,363 0
------- ------- --------
Cash at end of period $1,813,803 $189,020 $1,813,803
====== ======= ======
Schedule continued on next page.
See condensed notes to the consolidated financial statements.
F/S 8
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(continued)
Period from
Three Months Ended November 8, 1993
----------------- (Inception)
January 31, January 31, through
2004 2003 January 31, 2004
(Unaudited) (Unaudited) (Unaudited)
--------- --------- ---------
SUPPLEMENTAL CASH
FLOW DISCLOSURES:
Income taxes paid in cash 0 0 $ 0
Interest paid in cash 152 57 $ 209
NON-CASH FINANCING ACTIVITIES:
Common stock issued for services 120,821 131,958 $1,423,333
Common stock issued for
payment of expenses 0 0 $326,527
Common stock issued for equipment 0 0 $ 25,000
Common stock options issued for
financing fees 0 0 $276,000
Options issued for services 0 0 $801,892
Warrants issued for services 0 0 $688,771
Non-cash expenses 28 0 $126,892
Financing of equipment 0 23,148 $23,148
----------------
See condensed notes to the consolidated financial statements.
[The balance of this page has been intentionally left blank.]
F/S 9
METALLINE MINING COMPANY
An Exploration Stage Company
Notes to the Consolidated Financial Statements
January 31, 2004
The interim consolidated financial statements of Metalline Mining
Company included herein have been prepared without audit, pursuant to
the rules and regulations of the Securities and Exchange. Although
certain information normally included in financial statements
prepared in accordance with generally accepted accounting principles
has been condensed or omitted, the Company believes that the
disclosures are adequate to make the information presented no
misleading. The accompanying interim financial statements should be
read in conjunction with the audited financial statements and notes
thereto included in the Company's annual report on Form 10-KSB for
the fiscal year ended October 31, 2003.
The consolidated financial statements included herein reflect all
normal recurring adjustments that, in the opinion of management, are
necessary for a fair presentation of the results for interim periods.
The results for interim periods are not necessarily indicative of
trends or of results to be expected for a full year.
NOTE 1
PREFERRED STOCK
At its March 1, 2001 annual shareholders meeting, the Company
approved a change to its articles of incorporation whereby the
Company is authorized to issue one million shares of $0.01 par value
preferred stock. The specific features of the preferred stock will be
determined by the Company's board of directors. There have been no
preferred shares issued as of January 31, 2004.
STOCK OPTION PLAN
On March 1, 2001, the Company's shareholders approved a qualified
stock option plan. The number of shares eligible for issuance under
the qualified plan is to be determined by the Company's board of
directors. As of January 31, 2004 there were options for 350,000
shares outstanding to officers and directors of the Company.
NOTE 2
On November 15, 2001, the Company entered into an agreement with
Compania Minera La Parrena S.A. de C.V. ("Penoles") whereby Penoles
may earn the right to acquire a 60% interest in certain mining
concessions located in the Sierra Majada region of Coahuila, Mexico.
The earn-in right is contingent upon the following: delivery by
Penoles within four years of a pre-feasibility study, completion by
Penoles of $1,000,000 of qualified expenditures on the aforementioned
mining concessions, and Penoles' purchase of up to 250,000 shares of
Metalline's common stock at $2.00 per share. As of January 31, 2004,
Penoles had purchased 150,000 shares of common stock under this
agreement.
During the three months ended January 31, 2004, Metalline received
reimbursement of $30,899 from Penoles for expenses incurred by
Metalline, which were applied toward qualified expenditures. In
November 2003, the agreement between the Company and Penoles was
terminated by mutual consent.
NOTE 3
In December 2001 Metalline Mining Company signed an agreement with
the B.O.W. Corporation of El Paso, Texas for an exclusive lease on 41
patented and 81 unpatented mining claims in the Silver Hills District
at Orogrande, New Mexico. The property contains high-grade garnet
deposits that will be developed for the industrial abrasive market.
The agreement allows Metalline to mine, process and market any
metallic, non-metallic, or other mineral mined and sold from the
property by establishing the quality and marketability of the garnet
and by furnishing B.O.W. a business plan and feasibility study within
six months. The agreement also provides that within 12 months of
completing the feasibility study, if warranted, Metalline will
construct and
F/S 10
METALLINE MINING COMPANY
An Exploration Stage Company
Notes to the Consolidated Financial Statements
January 31, 2004
place into production a mining and marketing operation with a minimum
capacity of 25,000 tons per year of industrial garnet. As
consideration for the exclusive lease, B.O.W. will receive up to 50%
of net profits from the operation. The Company announced in October
2002 that the agreement has been terminated.
NOTE 4
On June 21, 2002, the Company authorized the purchase of property and
equipment from the Mineros Nortenos Cooperativa, located at the
Company's Sierra Majada Project at La Esmeralda, Coahuila, Mexico.
Total purchase price, after conversion to U.S. Dollars, amounted to
$272,616. The final payment of $38,610 was made in June 2003.
NOTE 5
On April 28, 2003 the Company authorized a private placement of
500,000 shares of common stock. On December 31, 2003 the number of
authorized shares was increased to 3 million shares.
[The balance of this page has been intentionally left blank.]
F/S 11
METALLINE MINING COMPANY
AN EXPLORATION STAGE COMPANY
JANUARY 31, 2004
CERTIFICATIONS
I, Merlin D. Bingham, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Metalline
Mining Company.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a 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 we 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 45 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 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: March 8, 2004
/s/ Merlin D. Bingham
------------
President
F/S 12
METALLINE MINING COMPANY
AN EXPLORATION STAGE COMPANY
JANUARY 31, 2004
CERTIFICATIONS
I, Wayne L. Schoonmaker, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Metalline
Mining Company.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a 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 we 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 45 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 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: March 8, 2004
/s/ Wayne L. Schoonmaker
------------
Principal Accounting Officer
F/S 13
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 Metalline Mining Company
(the "Company") on Form 10-QSB for the period ended January 31, 2004,
as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Merlin D. Bingham, President of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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.
/s/ Merlin D. Bingham
-----------
President
Dated: March 8, 2004
F/S 14
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 Metalline Mining Company
(the "Company") on Form 10-QSB for the period ended January 31, 2004,
as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Wayne L. Schoonmaker, Principal Accounting
Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:
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.
/s/ Wayne L. Schoonmaker
------------
Principal Accounting Officer
Dated: March 8, 2004
F/S 15
METALLINE MINING COMPANY
AN EXPLORATION STAGE COMPANY
January 31, 2004
SIGNATURES
In accordance with Section 12, 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.
METALLINE MINING COMPANY
BY: /s/ Merlin Bingham
------------------
Merlin Bingham, its President
Date: March 8, 2004
By: /s/ Wayne L. Schoonmaker
---------------
Wayne Schoonmaker, its
Principal Accounting Officer
Date: March 8, 2004
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 registrant and in the capacities and on the
dates indicated:
By: /s/ Merlin Bingham By: /s/ Daniel Gorski
------------------ -----------------
Merlin Bingham Daniel Gorski
Director Vice President/Director
Date: March 8, 2004 Date: March 8, 2004
By: /s/ Wayne L. Schoonmaker
------------------------
Wayne Schoonmaker
Secretary/Treasurer
Date: March 8, 2004
F/S 16