10QSB 1 doc1.txt ================================================================================ 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 MARCH 31, 2003 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 000-49664 OBAN MINING INC. (Exact name of registrant as specified in its charter) NEVADA 88-0467848 (State of other jurisdiction of (IRS Employer Identification incorporation or organization) Number) OBAN MINING INC. 11960 HAMMERSMITH WAY, SUITE 155 RICHMOND, BRITISH COLUMBIA CANADA V7A 5C9 (Address of principal executive offices) (604) 275-8994 (Registrant's telephone number, including area code) 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 that 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 [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of MARCH 31, 2003: 7,000,000. ================================================================================
PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ----------------------------------------------------------------------------------- OBAN MINING INC. (AN EXPLORATION STAGE COMPANY) BALANCE SHEETS (UNAUDITED) ----------------------------------------------------------------------------------- ----------------------------------------------------------------------------------- MARCH 31, DECEMBER 31, 2003 2002 ----------------------------------------------------------------------------------- $ $ ASSETS CURRENT Cash 66,524 70,810 ----------------------------------------------------------------------------------- TOTAL ASSETS 66,524 70,810 =================================================================================== LIABILITIES CURRENT Accounts payable and accrued liabilities 1,100 2,550 Advances from a related party 15,927 15,927 ----------------------------------------------------------------------------------- TOTAL LIABILITIES 17,027 18,477 ----------------------------------------------------------------------------------- STOCKHOLDERS' EQUITY COMMON STOCK Authorized: 100,000,000 shares, $0.00001 par value Issued and outstanding: 7,000,000 shares (December 31, 2002: 7,000,000 shares) 70 70 ADDITIONAL PAID-IN CAPITAL 99,980 99,980 DEFICIT ACCUMULATED DURING THE EXPLORATION STAGE (50,553) (47,717) ----------------------------------------------------------------------------------- 49,497 52,333 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 66,524 70,810 ===================================================================================
See Accompanying Notes to the Financial Statements
-------------------------------------------------------------------------------- OBAN MINING INC. (AN EXPLORATION STAGE COMPANY) STATEMENTS OF OPERATIONS (UNAUDITED) -------------------------------------------------------------------------------- CUMULATIVE FROM SEPTEMBER 20, FOR THE 2000 THREE MONTHS (INCEPTION) TO ENDED MARCH 31, MARCH 31, 2003 2002 2003 ------------------------------------------------------------------------------ $ $ $ REVENUE - - - ------------------------------------------------------------------------------ MINERAL PROPERTY COSTS - - 4,092 GENERAL AND ADMINISTRATIVE EXPENSES Accounting and administration 450 1,500 5,050 Audit fees 505 512 6,897 Bank charges - 67 181 Filing fees - - 1,050 Legal fees 1,682 3,350 31,178 Office and sundry 24 278 786 Transfer agent fees 175 680 1,319 ------------------------------------------------------------------------------ 2,836 6,387 50,553 ------------------------------------------------------------------------------ NET LOSS (2,836) (6,387) (50,553) ============================================================================== BASIC AND DILUTED LOSS PER SHARE (0.00) (0.01) ============================================================ WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 7,000,000 6,209,167 ============================================================
See Accompanying Notes to the Financial Statements
--------------------------------------------------------------------------------------------- OBAN MINING INC. (AN EXPLORATION STAGE COMPANY) STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) --------------------------------------------------------------------------------------------- FROM INCEPTION (SEPTEMBER 20, 2000) TO MARCH 31, 2003 --------------------------------------------------------------------------------------------- DEFICIT ACCUMULATED COMMON STOCK ADDITIONAL DURING THE TOTAL ------------------ PAID-IN EXPLORATION STOCKHOLDERS' SHARES AMOUNT CAPITAL STAGE EQUITY --------------------------------------------------------------------------------------------- $ $ $ $ BALANCE, SEPTEMBER 20, 2000 - - - - - Common stock issued for cash at $0.00001 per share 5,000,000 50 - - 50 Net loss for the period - - (19,334) (19,334) --------------------------------------------------------------------------------------------- BALANCE, DECEMBER 31, 2000 5,000,000 50 - (19,334) (19,284) Net loss for the year - - - (12,777) (12,777) --------------------------------------------------------------------------------------------- BALANCE, DECEMBER 31, 2001 5,000,000 50 - (32,111) (32,061) Common stock issued for cash at $0.05 per share 2,000,000 20 99,980 - 100,000 Net loss for the year - - - (15,606) (15,606) --------------------------------------------------------------------------------------------- BALANCE, DECEMBER 31, 2002 7,000,000 70 99,980 (47,717) 52,333 Net loss for the period - - - (2,836) (2,836) --------------------------------------------------------------------------------------------- BALANCE, MARCH 31, 2003 7,000,000 70 99,980 (50,553) 49,497 =============================================================================================
See Accompanying Notes to the Financial Statements
---------------------------------------------------------------------------------------- OBAN MINING INC. (AN EXPLORATION STAGE COMPANY) STATEMENTS OF CASH FLOWS (UNAUDITED) ---------------------------------------------------------------------------------------- CUMULATIVE FROM SEPTEMBER 20, 2000 FOR THE (INCEPTION) THREE MONTHS TO ENDED MARCH 31, MARCH 31, 2003 2002 2003 ---------------------------------------------------------------------------------------- $ $ $ CASH FLOWS FROM OPERATING ACTIVITIES Loss from operations (2,836) (6,387) (50,553) Cash provided by changes in operating assets and Liabilities Increase (decrease) in accounts payable (1,450) 1,808 1,100 ---------------------------------------------------------------------------------------- Net cash used in operating activities (4,286) (4,579) (49,453) ---------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Advances from a related party - - 15,927 Issuance of common stock for cash - 100,000 100,050 ---------------------------------------------------------------------------------------- Net cash provided by financing activities - 100,000 115,977 ---------------------------------------------------------------------------------------- Decrease (increase) in cash (4,286) 95,421 66,524 Cash at beginning of period 70,810 337 - ---------------------------------------------------------------------------------------- CASH AT END OF PERIOD 66,524 95,758 66,524 ========================================================================================
See Accompanying Notes to the Financial Statements -------------------------------------------------------------------------------- OBAN MINING INC. (AN EXPLORATION STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) -------------------------------------------------------------------------------- MARCH 31, 2003 -------------------------------------------------------------------------------- NOTE 1 - BASIS OF PRESENTATION These unaudited financial statements have been prepared in accordance with the instructions to SEC Form 10-QSB. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such instructions. These unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto as at December 31, 2002. In the opinion of the Company's management, all adjustments considered necessary for a fair presentation of these unaudited financial statements have been included and all such adjustments are of a normal recurring nature. Operating results for the three-month period ended March 31, 2003 are not necessarily indicative of the results that can be expected for the year ended December 31, 2003. NOTE 2 - GOING CONCERN The Company was incorporated in the State of Nevada on September 20, 2000. Since inception, the Company has acquired 2 mineral claims in the Slocan Mining Division, Province of British Columbia, Canada. To date, the Company has not conducted any exploration on the claims. Management has raised funds for a preliminary exploration program to assess the mineral potential of the claims, and to finance the cost of general and administrative expenses, and projected further losses from operations in the exploratory stage. The ability of the Company to maintain its existence and further exploration of its mineral claims is dependent upon its raising sufficient new equity financing. The commencement of principal operations is dependent upon the discovery of economically recoverable ore reserves, confirmation of the Company's interest in the mineral claims, the ability of the Company to obtain necessary financing to complete development, and future profitable production or proceeds from the sale of all or an interest in the mineral claims. The likely outcome of these future events is indeterminable. The financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS. This section of this report includes a number of forward- looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of our report. These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. Our company is engaged in exploration of our property. Our company's principal resources have been acquired through issuance of common stock and from shareholder loans. We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business operations. In our audited financial statements ended December 31, 2002, our auditors issued a going concern opinion. This means that our auditors believe there is doubt that we can continue as an on-going business unless we obtain additional capital to maintain our existence and to commence exploration of our mineral claims. As at March 31, 2003, the Company had cash resources of $66,524. We do not know how long the money will last, however, we do believe it will last twelve months. It depends upon the amount of exploration we conduct and the cost thereof. PLAN OF OPERATION Our success depends upon finding mineralized material. Mineralized material is a mineralized body that has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. During the year ended December 31, 2002, we began Phase 1 of our research and exploration program. We began the research of available geologic literature. We hired Locke Goldsmith to initiate an orientation program consisting of geological mapping and collection of soil samples for geochemical analysis on the Alta claims. The program commenced in early November 2002. The orientation geochemical survey was initiated on one line along part of the southern sector of Alta 2 claim. Seventeen samples were collected from approximately 30 cm below the humus layer corresponding approximately to the "C" horizon. Transported valley fill consisting of large boulders at several sites forced the collection of samples from shallower horizons. Samples were placed in wet strength paper envelopes and taken to ALS Chemex labs of North Vancouver, British Columbia, Canada, where they were dried, screen to -180 um and the fine fraction analyzed for silver, lead and zinc. The statistical data as summarized in Mr. Goldsmith's report to us dated December 7, 2002 indicated four samples contained anomalous silver and lead values, and one sample contained an anomalous zinc value. Field notes taken at the time of sample collection described the nature of the rock fragments as rounded, indicating that the rock and sole had been moved along distances by stream transport and not derived from bedrock sources nearby. Prospecting throughout the eastern section of the property also did not locate mineralization. The report concluded that the transported components and nature of soils in the southern part of the Alta claims were not suitable for development of geochemical patterns that could lead to concealed mineralization in bedrock. Prospecting did not discover any potential sites for additional exploration. It was recommended that no further work be planned for the property. The company is still evaluating the recommendations of the report and will be engaging in further discussions with Locke Goldsmith on what options are available to us regarding these claims and other mining prospects. We will not proceed with further work on Phase 1 and will not commence Phase 2 until we have had the opportunity to thoroughly evaluate our options. Should the company decide to conduct further sampling, it will have to wait until after the ground has thawed sufficiently to conduct further exploration work. LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL There is no historical financial information about Oban Mining upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services. To become profitable and competitive, we will have to conduct research and exploration of our properties before we start production of any minerals we may find. We have raised $100,000 by way of an equity financing from our public offering to provide for the capital required to implement our research and exploration phases. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. RESULTS OF OPERATIONS FROM INCEPTION ON SEPTEMBER 20, 2000 TO MARCH 31, 2003 From September 20, 2000 to present, we have engaged in no significant operations other than organizational activities, acquiring and staking our first property, preparation for registration of our securities, completing our public offering, and beginning Phase 1 of our exploration plan. Since inception, we have used our common stock to raise money for the property acquisition, for corporate expenses and to repay outstanding indebtedness. Net cash provided by the sale of shares from inception on September 20, 2000 to March 31, 2003 was $100,050. In addition a related party advanced a total of $15,927 to us, which must be repaid. From inception we have spent $4,092 on our property. This includes $826 for the cost of the staking, $760 and $706 for assessment work to maintain the property in each of 2001 and 2002 respectively, and $1,800 for the orientation program consisting of geological mapping and collection of soil samples for geochemical analysis on the Alta claims. We have spent a total of $31,178 for legal fees of which $25,000 was for the preparation and filing of the registration statement, $5,432 was for the preparation and filing of quarterly and annual financial statements and $746 was for Canadian legal advice and services. We have spent a total of $6,897 for audit fees of which $3,000 was related to the filing of the registration statement, $1,000 for the December 31, 2001 financial statements, $2,392 was for the quarterly and annual financial statements for the 2002 year and $505 for the 2003 year to date. From inception, $1,050 was spent on filing fees, $1,319 for transfer agent fees, and $6,017 was spent for office administration and general office costs. LIQUIDITY AND CAPITAL RESOURCES As of the date of this report, we have yet to generate any revenues from our business operations. We issued 5,000,000 shares of common stock through a Section 4(2) offering in September 2000 to Richard A. Achron, our sole officer and director. This was accounted for as a cash shares purchase of $50. A related party advanced the total sum of $15,927. $15,000 was used for legal fees relating to organizational and start-up costs, $826 was used to pay Locke Goldsmith for the initial claims and $101 was used for general operating capital. The loan does not bear interest and have not been paid as of the date hereof. There are no documents reflecting the loan and they are not due on a specific date. Mr. Achron will accept repayment from us when money is available. As of March 31, 2003 we had cash resources of $66,524. We had total liabilities of $17,027. This was primarily comprised of the $15,927 loan from Mr. Achron, $350 for legal fees, $400 for audit fees, and $350 for general office expenses. ITEM 3. CONTROLS AND PROCEDURES We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Securities Exchange Act of 1934 reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive and Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Within 90 days prior to the date of this report, the Company's management carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive and Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the foregoing, the Company's Chief Executive and Financial Officer concluded that the Company's disclosure controls and procedures are effective in connection with the filing of the Quarterly Report on Form 10-QSB for the quarter ended March 31, 2003. There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Reports on Form 8-K No reports on Form 8-K were filed during the quarter for which this report is filed. (b) Exhibits None 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 on this 1st day of May 2003. OBAN MINING INC. BY: /s/ Richard Achron --------------------------------- Richard A. Achron, Principal Executive Officer and Principal Financial Officer CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of OBAN MINING INC. (the "Company") on Form 10-QSB for the period ended March 31, 2003 as filed with the Securities and Exchange Commission on the date here of (the "Report"), I, Richard Achron, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 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 this Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Richard Achron -------------------------- Richard Achron Chief Executive Officer Chief Financial Officer May 1, 2003 SECTION 302 CERTIFICATION I, Richard A. Achron, certify that: 1. I have reviewed this quarterly report of Oban Mining, Inc.; 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 in order 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 Rule 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relation to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation of the Evaluation Date; 5. I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function); a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weakness 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. 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 my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 1, 2003 /s/ Richard Achron ---------------------------------- Richard A. Achron Principal Executive Officer and Principal Financial Officer