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 August 31, 2003
----------------
[ ] 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: 9,462,900 shares of $0.001 par value
common stock outstanding as of December 2, 2003.
BROOKMOUNT EXPLORATIONS INC.
(A Pre-exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
August 31, 2003
(Stated in US Dollars)
(Unaudited)
---------
BROOKMOUNT EXPLORATIONS INC.
(A Pre-exploration Stage Company)
INTERIM BALANCE SHEETS
August 31, 2003 and November 30, 2002
(Stated in US Dollars)
(Unaudited)
---------
(Unaudited) (Audited)
August 31, November 30,
ASSETS 2003 2002
------ ---- ----
Current
Cash $ 532 $ 3
Capital assets 646 -
----------- ----------
$ 1,178 $ 3
=========== ==========
LIABILITIES
-----------
Current
Accounts payable $ 10,565 $ 14,296
Due to related parties 2,551 3,580
----------- ----------
13,116 17,876
----------- ----------
STOCKHOLDERS' DEFICIENCY
------------------------
Common stock, $0.001 par value
200,000,000 shares authorized
9,462,900 (November 30, 2002: 9,282,400)shares 9,463 9,282
outstanding
Additional paid in capital 88,892 39,198
Deficit accumulated during the pre-exploration stage ( 110,293) ( 66,353)
---------- ---------
( 11,938) ( 17,873)
---------- ---------
$ 1,178 $ 3
========== =========
SEE ACCOMPANYING NOTES
BROOKMOUNT EXPLORATIONS INC.
(A Pre-exploration Stage Company)
INTERIM STATEMENT OF OPERATIONS
for the three and nine months ended August 31, 2003 and 2002,
for the period December 9, 1999 (Date of Incorporation)
to August 31, 2003
(Stated in US Dollars)
(Unaudited)
---------
December 9,
1999
(Date of Incor-
Three months ended Nine months ended poration) to
August 31, August31, August 31,
2003 2002 2003 2002 2003
---- ---- ---- ---- ----
Expenses
Amortization $ - $ - $ 52 $ - $ 52
General and administrative 30,648 4,191 43,888 12,229 110,241
----------- ----------- ----------- ----------- -----------
Net loss for the period $ 30,648 $ 4,191 $ 43,940 $ 12,229 $ 110,293
=========== =========== =========== =========== ===========
Loss per share $ 0.00 $ 0.00 $ 0.00 $ 0.00
=========== =========== =========== ===========
Weighted average number of
shares outstanding 9,282,400 9,282,400 9,282,400 9,282,400
=========== =========== =========== ===========
SEE ACCOMPANYING NOTES
BROOKMOUNT EXPLORATIONS INC.
(A Pre-exploration Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
for the three and nine months ended August31, 2003 and 2002
for the period December 9, 1999 (Date of Incorporation) to August 31, 2003
(Stated in US Dollars)
(Unaudited)
---------
December 9,
1999
(Date of Incor-
Nine months ended poration) to
August 31, August 31,
2003 2002 2003
---- ---- ----
Cash Flows from Operating Activities
Net loss for the period $( 43,940) $( 12,229) $( 110,293)
Add item not involving cash
Amortization 52 - 52
Changes in non-cash working capital
balances related to operations
Accounts payable ( 3,731) 5,059 7,365
Due to related parties ( 1,029) 345 5,751
Capital contributions - expenses 2,250 6,750 29,250
--------- --------- ---------
( 46,398) ( 75) ( 67,875)
--------- --------- ---------
Cash Flows from Investing Activity
Acquisition of capital assets ( 698) - ( 698)
--------- --------- ---------
Cash Flows from Financing Activity
Capital stock issued 47,625 - 69,105
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Increase (decrease) in cash during the 529 ( 75) 532
period
Cash, beginning of the period 3 96 -
--------- --------- ---------
Cash, end of the period $ 532 $ 21 $ 532
========= ========= =========
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 August 31, 2003
(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 $0.25 170,500 171 42,454 - 42,625
- at $0.50 10,000 10 4,990 - 5,000
Contributions to capital by officers - - 2,250 - 2,250
Net loss for the period - - - ( 43,940) ( 43,940)
--------- --------- --------- --------- ---------
Balance, as at August 31, 2003 9,462,900 $ 9,463 $ 88,892 $(110,293) $( 11,938)
========= ========= ========= ========= =========
SEE ACCOMPANYING NOTES
BROOKMOUNT EXPLORATIONS INC.
(A Pre-exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
August 31, 2003
(Stated in US Dollars)
(Unaudited)
-----------
Note 1 Interim Reporting
-----------------
While the information presented in the accompanying interim nine
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 August 31, 2003, the Company had a working
capital deficiency of $12,584, 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 $110,293 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 July 23, 2003, the
Company undertook to sell a minimum of 1,000,000 common shares at
$0.50. At August 31, 2003, the Company had sold 10,000 common
shares for proceeds of $5,000. This amount has been included in
share capital at August 31, 2003. The proceeds of this offering
are to be used for resource property acquisitions and general
working capital purposes.
Subsequent to August 31, 2003, the Company received $85,500
pursuant to this 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 Nine-Month Period Ended August 31, 2003
We incurred operating expenses in the amount of $43,940 for the nine-month
period ended August 31, 2003, as compared to $12,229 in the same period in 2002.
At quarter end, we had cash on hand of $532. Our liabilities at the same date
totalled $13,116 and consisted of accounts payable of $10,565 and $2,551 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 August 31, 2003,the Company accepted
subscriptions for a total of 104,500 shares of common stock for $0.25 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
There were no reports filed on Form 8-K during the three month period ended
August 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 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: December 2, 2003 /s/ Peter Flueck
--------------------------------
Peter Flueck
President, C.E.O. and Director
(Principal Executive Officer)
Exhibit 31.2
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. 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: December 2, 2003 /s/ Norman Goodson
-----------------------------
Norman Goodson
Secretary, Treasurer & C.F.O.
(Principal Financial 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 August 31, 2003 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: December 2, 2003
/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 August 31, 2003 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: December 2, 2003
/s/ Norman Goodson
------------------------------
Norman Goodson
Secretary, Treasurer & C.F.O.
(Principal Financial Officer)