10QSB 1 form10qsb.htm QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2004 Filed by Automated Filing Services Inc. (604) 609-0244 - New Jersey Mining Company - Form 10-QSB

UNITED STATES
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 September 30, 2004

  ¨  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: 000-28837

NEW JERSEY MINING COMPANY
(Exact name of registrant as specified in its charter)

Idaho  82-0490295 
(State or other jurisdiction  (IRS employer identification no.) 
of incorporation )   

89 Appleberg Road, Kellogg, Idaho 83837
(Address of principal executive offices)

Registrant's telephone number, including area code: (208) 783-3331

Common Stock  The OTC-Bulletin Board 
Title of each class  Name and 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 filing requirements for the past 90 days.

Yes  x  No  ¨  

On October 22, 2004, 21,098,350 shares of the registrant's common stock were outstanding.


NEW JERSEY MINING COMPANY
QUARTERLY REPORT ON FORM 10-QSB

FOR THE QUARTERLY PERIOD
ENDED SEPTEMBER 30, 2004

TABLE OF CONTENTS

  Page
   
PART I – FINANCIAL INFORMATION 1
   
Item 1: Financial Statements 1
   
Item 2: Management's Discussion and Analysis of Financial Condition and  Plan of Operation 4
   
Item 3. Controls and Procedures 6
   
PART II – OTHER INFORMATION 7
   
Item 1: Legal Proceedings 7
   
Item 2: Changes in Securities 7
   
Item 3: Defaults among Senior Securities 7
   
Item 4: Submission of Matters to a Vote of Security Holders 7
   
Item 5: Other Information 7
   
Item 6: Exhibits and Reports on Form 8-K 8
   
SIGNATURES 9

[The balance of this page has been intentionally left blank.]


PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

NEW JERSEY MINING COMPANY
(A Development Stage Company)
BALANCE SHEETS

    (Unaudited)      
    September 30,     December 31,  
    2004     2003  
             
ASSETS  
         
Current assets:         
         Cash and cash equivalents  $ 153,145   $ 346,268  
             
                  Total current assets    153,145     346,268  
             
Building and equipment    588,407     271,676  
Mineral properties    788,506     787,274  
Other assets    17,527     2,346  
             
                  Total assets  $ 1,547,585   $ 1,407,564  
             
LIABILITIES AND STOCKHOLDERS' EQUITY  
             
Current liabilities:          
         Accounts payable  $ 8,083     11,610  
         Notes payable to related party        2,000  
         Obligation under capital lease – current portion    11,292      
         Total current liabilities    19,375     13,610  
             
Accrued reclamation costs    12,500     12,500  
Payable to officers, in common stock        11,519  
Obligation under capital lease – long term portion    61,763      
             
                  Total liabilities    93,638     37,629  
             
Stockholders' equity:         
         Preferred stock, no par value; 1,000,000         
                  shares authorized; no shares outstanding         
         Common stock, no par value; 50,000,000 shares         
                  authorized; 20,512,890 and 18,669,890 shares         
                  issued and outstanding    2,710,143     1,910,456  
             
             
         Deficit accumulated during the development stage    (1,256,196   (540,521
                  Total stockholders' equity    1,453,947     1,369,935  
             
                  Total liabilities and stockholders' equity  $ 1,547,585   $ 1,407,564  

The accompanying notes are an integral part of the financial statements.

1


NEW JERSEY MINING COMPANY
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the Three and Nine-Month Periods ended September 30, 2004 and 2003 and for the period
from inception (July 18, 1996) through September 30, 2004

(Unaudited)

                      From Inception  
                      (July 18, 1996)  
                    Through  
    September 30, 2004     September 30, 2003     Sept. 30, 2004  
            ( As Restated     (As Restated  
            See Note 3)     See Note 3)  
    Three Months     Nine Months     Three Months     Nine Months        
Operating expenses:                     
         Expenses paid with common stock:                     
                  Management fees  $ 20,499   $ 20,499           $ 157,625  
                  Directors fees                    9,450  
                  Services        2,500             22,390  
                  Exploration        6,600             14,600  
         Exploration expense    129,549     494,503   $ 18,200   $ 83,590     607,887  
                               
         General and administrative expenses    73,927     192,373     57,077     92,194     383,248  
                               
                           Total operating expenses    223,975     716,475     75,277     175,784     1,195,200  
                               
Other (income) expense:                     
         Royalty and other income    (474   (2,317   (1,800   (2,462   (61,471
         Interest expense    1,517     1,517             1,517  
         Write-off of goodwill                    30,950  
         Write-off of investment                    90,000  
                           Total other (income) expense    1,043     (800   (1,800   (2,462   60,996  
                               
Net loss  $ 225,018   $ 715,675   $ 73,477   $ 173,322   $ 1,256,196  
                               
Net loss per common share-basic  $ 0.011   $ 0.035   $ nil   $ 0.010   $ 0.094  
                               
Weighted average common shares                     
         Outstanding-basic    20,871,409     20,216,185     17,792,636     17,069,352     13,438,001  

The accompanying notes are an integral part of these financial statements.
2


NEW JERSEY MINING COMPANY
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Nine-Month Periods ended September 30, 2004 and 2003 and for the period from
inception (July 18, 1996) through September 30, 2004

(Unaudited)

            From Inception  
            (July 18, 1996)  
    September 30,     September 30,     Through  
    2004     2003     Sept. 30, 2004  
        (As Restated     (As Restated  
        See Note 3)     See Note 3 )  
Cash flows from operating activities:             
         Net loss  $ (715,675 $ (173,322 $ (1,256,196
         Adjustments to reconcile net loss to net cash             
                  used by operating activities:             
                           Write-off of goodwill        30,950     30,950  
                           Write-off of investment            90,000  
                  Stock issued for:             
                           Management fees    20,499         169,144  
                           Directors fees            9,450  
                           Services    2,500         22,391  
                           Exploration    6,600         14,600  
                  Change in:             
                           Other assets    (15,181       (15,805
                           Accounts payable    (3,527   10,867     5,113  
                           Accounts payable to related party    (2,000        
                           Accrued reclamation costs and other liabilities        (46   12,500  
                                    Net cash used by operating activities    (706,784   (131,551   (917,853
                   
Cash flows from investing activities:             
         Purchases of building and equipment    (234,412   (6,114   (308,546
         Purchases of mineral property    (1,232       (7,136
         Deferral of development costs        (36,500   (225,535
                                    Net cash used by investing activities    (235,644   (42,614   (541,217
                   
Cash flows from financing activities:             
         Exercise of stock purchase warrants    377,750     150,000     578,500  
         Sales of common stock, net of issuance costs    373,500         1,060,867  
         Principal payments on capital lease    (1,945       (45,421
         Payments on note payable to bank            (20,000
                                    Net cash provided by financing activities    749,305     150,000     1,573,946  
                   
Cash of acquired companies    -         38,269  
                   
Net change in cash    (193,123   (24,165   153,145  
Cash, beginning of period    346,268     40,436     0  
Cash, end of period  $ 153,145   $ 16,271   $ 153,145  
                   
Non-cash investing and financing activities:             
         Common stock issued for:             
                  Equipment  $ 7,320       $ 10,320  
                  Mineral properties          $ 199,300  
                  Acquisitions of companies, excluding cash          $ 743,653  
                  Payable to officers  $ 11,519       $ 11,519  
Capital lease obligation for equipment acquired  $ 75,000       $ 93,275  

The accompanying notes are an integral part of these financial statements.
3


NEW JERSEY MINING COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

1.            Basis of Presentation:

The unaudited financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information, as well as the instructions to Form 10-QSB. 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 recurring accruals) considered necessary for a fair presentation of the interim financial statements have been included. Operating results for the nine month period ended September 30, 2004 are not necessarily indicative of the results that may be expected for the full year ending December 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 December 31, 2003.

2.            Description of Business

New Jersey Mining Company ("the Company") was incorporated as an Idaho corporation on July 18, 1996. The Company's primary business is exploring for and developing gold, silver and base metal mining resources in Idaho.

3.            Restated Financial Statements

Change in Accounting Policy

During the fourth quarter of 2003, the Company changed its accounting policy, retroactive to January 1, 2002, with respect to its accounting for exploration costs. The Company now records exploration costs as operating expenses in the period that they occur, and only capitalizes exploration costs on areas of interest that have proven reserves and are in development for production. The Company's previous policy was to capitalize all such expenditures as deferred development costs of the properties being explored. The change was made in order for the Company's accounting practices to be consistent with prevailing mining industry accounting trends and securities regulations.

The effect of this change for the three month period and nine month period ended September 30, 2003 was an increase in net loss of $18,200 and $83,590, respectively. The effect on net loss per share for same periods was nominal.

Item 2.   Management's Discussion and Analysis of Financial Condition and Plan of Operation

General

This report contains both historical and prospective statements concerning the Company and its operations. Prospective statements (known as "forward-looking statements") may or may not prove true with the passage of time because of future risks and uncertainties. The Company cannot predict what factors might cause actual results to differ materially from those indicated by prospective statements.

4


Item 2.   Management's Discussion and Analysis of Financial Condition and Plan of Operation, Continued:

Plan of Operation

The Company is executing its plan to explore for gold, silver and base metal deposits in the greater Coeur d'Alene Mining District of northern Idaho. The Company has three mines in the Coeur d'Alene Mining District which are under development: the Golden Chest, the New Jersey, and the Silver Strand. Initial production from the New Jersey open pit mine commenced late in the fourth quarter of 2004 and production from mineralized material derived from underground development excavations has commenced at the Golden Chest mine. Exploration projects at all three mines are being conducted as well as in other out-lying areas.

An exploration ramp at the Golden Chest underground mine has recently been completed. It exposed a high grade gold vein drilled by Newmont Exploration Limited (NEL) about 15 years ago. The Katie Dora vein, which was intercepted by the ramp, was then drifted on for a distance of 46 meters. Approximately $340,000 was spent on the ramp and the drift. Samples have been taken and ore reserve calculations are being done. The feasibility of a 50 tonne/day mining operation will be evaluated in the 4th quarter of 2004. Infrastructure such as grid power, an improved haul road and a shop building are being completed.

Operating permits for a seasonal mining operation at the Silver Strand mine are being awaited. A Finding of No Significant Impact for the Silver Strand operation has been issued by the U.S. Forest Service along with an Environmental Assessment. The Finding was open for comments from the public through October 15, 2004. Comments were received from two environmental groups. Currrently, the U. S. Forest Service is evaluating the comments received and will respond to them. The next step is to issue a Decision Notice, unless some of the comments require further analysis. All pre-production work must await receipt of the operating permits. Planned pre-production work for 2004 was cancelled because of permitting took longer than expected, but permits should be received in order to commence pre-production work in the spring of 2005.

The Company has completed the upgrade its mineral processing plant, the New Jersey mill, to add the flotation process which was needed to produce marketable concentrates for smelters. Included in the upgrade are eight new flotation cells, pumps, a filter press, a concentrate bin, and various fabricated structures. The mill with its new equipment has been commissioned in the 3rd quarter by processing low grade material from the New Jersey open pit mine, and development material from the Golden Chest exploration ramp is now being processed. Initial results from processing New Jersey mine material show that marketable concentrates are being produced. Two concentrates are produced, a gravity concentrate and a flotation concentrate. From the New Jersey material, the gravity concentrate contains about 1,400 grams/tonne gold, and the flotation concentrate contains about 200 grams/tonne gold plus 2,000 grams/tonne silver. Initial efforts to market the concentrate products are underway.

An exploration drilling program has been completed in 2004 with favorable results. Mineralized intercepts have been drilled at the Enterprise and Scotch Thistle areas of interest near the New Jersey mine. Drilling at the Golden Chest has been especially significant because, not only have gold bearing veins been drilled, but an understanding of the mineralization has been gained which will aid future exploration. An important drill hole intercept at the Golden Chest, 18 m of 5 grams/tonne gold, has indicated the potential for a larger underground deposit, and more drilling is planned in 2005 to evaluate this potential.

5


An open pit mine design has been completed for the resource drilled by NEL at the Golden Chest mine. The conclusion of the work is that it appears that open pit mining would only be feasible if done in conjunction with underground mining. A mineralized material inventory of 230,000 ounces of gold (not reserves) determined by NEL was confirmed by the Company's current work. The pit designed using a gold price of $500/ounce contained about 1 million tonnes of ore grading 1.385 grams/tonne gold with a stripping ratio of 3.05 tonnes of waste per tonne of ore. The material in this pit does not meet the criteria for ore reserves as the sample spacing (via drillholes) is too far apart.

A surface geophysical program at the Silver Strand mine is underway to test for extension of the mineralized zone both eastward and westward on strike. Initial results indicate that the mineralized zone was detected along with other anomalies not associated with the main zone. Reconnaissance geochemical sampling has been completed in an area surrounding the Silver Strand mine, and at least two areas of interest have been discovered, which will be followed up next exploration season.

Most of the exploration and development plans have now been completed for the year 2004. The Company has sufficient funding to continue to operate the mineral processing plant and to complete some other minor projects for the remainder of the year. Plans are being made to secure additional funding which will be needed for the year 2005.

Production commenced in September 2004 when the mill upgrade project was completed. Minor cash flow may be generated by production in the 4th quarter of 2004 if arrangements can be made to sell the concentrates being produced. It is expected that the mineral processing plant will be shut down in the winter months because of weather.

The Company currently has four employees and uses consultants or contractors for project tasks. Up to 8 additional employees may be hired in 2005.

In September 2004 there was a change in the makeup of the Board of Directors. Mr. Ron Eggart, a Director since the Company was organized in 1998, retired. Two new Directors were appointed, Mr. William Rust, a metallurgical engineer with extensive experience in the Coeur d'Alene Mining District, and Dr. Ivan Linscott, a physicist at Stanford University.

Item 3.   Controls and procedures

An evaluation was performed by the Company's president and principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. And on that evaluation, the Company's president and principal financial officer concluded that disclosure controls and procedures were effective as of September 30, 2004, in ensuring that all material information required to be filed in this quarterly report has been made known to them in a timely fashion.

There has been no change in our internal controls over financial reporting during the quarter ended September 30, 2004 that has materially affect or is reasonable likely to materially affect, our internal controls over financial reporting.

6


PART II - OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS

None

Item 2.   CHANGES IN SECURITIES

Neither the constituent instruments defining the rights of the registrant's securities filers nor the rights evidenced by the registrant's outstanding common stock have been modified, limited or qualified.

During the third quarter of 2004, the Company made an offer to certain qualified investors to encourage the early exercise of warrants. In exchange for exercising their warrants, the investors would receive an equal number of warrants exercisable at $0.70 per share with an expiration date of September 1, 2006. The Company raised $176,250 with this offer ($21,000 in the 4th Quarter of 2004). The offer was made in reliance on exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. Also, in the third quarter of 2004, the Company issued restricted stock to officers for management fees incurred from December 2003 to July 2004 (50,760 shares at an average price of $0.63) . Restricted stock was also issued in the nine-month period ending September 30, 2004 for services and equipment (18,200 shares at an average price $0.50) .

Item 3.   DEFAULTS UPON SENIOR SECURITIES

The registrant has no outstanding senior securities.

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On August 11, 2004 the Company held an Annual Meeting of Shareholders. The primary matter of the meeting was to elect Directors. A second matter was to transact such other business as may properly come before the Annual Meeting. No other business was transacted at the meeting. A total of 16,444,938 shares or 80.2% of the outstanding shares were represented by proxy or person at the meeting. Results are summarized in the table below:

Director     For  Against    Abstain  Non-votes 
Chares F. Asher  16,395,738  6,032  5,000  38,168 
Fred W. Brackebusch  16,395,738  6,032  5,000  38,168 
Grant A. Brackebusch  16,395,738  6,032  5,000  38,168 
Ron Eggart  16,395,738  6,032  5,000  38,168 
M. Kathleen Sims  16,395,738  6,032  5,000  38,168 

Item 5.   OTHER INFORMATION

None

7


Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

31.1 Certification 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.

Reports on Form 8-K.

A Form 8-K was filed on October 6, 2004 announcing the retirement of Director Ron Eggart and the appointment of two new Directors: William C. Rust and Ivan R. Linscott.

[The balance of this page has been intentionally left blank.]

8


SIGNATURES

Pursuant to the requirements 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.

  NEW JERSEY MINING COMPANY 
     
  By: /s/ Fred W. Brackebusch 
     
    Fred W. Brackebusch, its
    President, Treasurer & Director 
    Date: November 9, 2004
     
     
  By: /s/ Grant A. Brackebusch 
     
    Grant A. Brackebusch, its
    Vice President & Director 
    November 9, 2004 

9