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| ABRM.OB > SEC Filings for ABRM.OB > Form 10QSB on 17-May-2004 | All Recent SEC Filings |
17-May-2004
Quarterly Report
Forward Looking Statements
This quarterly report contains certain forward-looking statements. Much of theinformation included in this quarterly report includes or is based uponestimates, projections or other "forward looking statements." Suchforward-looking statements include any projections or estimates made by us andour management in connection with our business operations. While theseforward-looking statements, and any assumptions upon which they are based, aremade in good faith and reflect our current judgment regarding the direction ofour business, actual results will almost always vary, sometimes materially, fromany estimates, prediction, projections, assumptions or other future performancesuggested herein.
Such estimates, projections or other "forward looking statements" involvevarious risks and uncertainties as outlined below. We caution the reader thatimportant factors in some cases have affected and, in the future, couldmaterially affect actual results and cause actual results to differ materiallyfrom the results expressed in any such estimates, projections or other "forwardlooking statements."
The following discussion should be read in conjunction with our historicalFinancial Statements and contained herein.
Overview
We are engaged in the acquisition and exploration of mining properties.
We an exploration stage company and there is no assurance that a commerciallyviable mineral deposit exists on our properties and further exploration will berequired before a final evaluation as to the economic feasibility is determined.We have never had revenues from our operations.
Current Capital Resources and Liquidity
Our capital resources have been limited. We currently do not generate revenuefrom our operations, and to date have relied on the sale of equity securitiesand loans cash required for our operations.
Our Proposed Exploration Program
Casino-Red Cap
In January 2000 we purchased and interest in six mineral claims, situated in theCasino-Red Cap property, Columbia River Valley in the Province of BritishColumbia, Canada.
An exploration program on the Casino-Red Cap property consisting of soil androck sampling as well as geological mapping was completed during early July2002. The geological mapping and rock sampling was carried out between July 4through July 10 and the soil sampling was carried out on July 16, 2002. It wasdetermined from our operations that further exploration was not warranted.
Slide Mine and Horsefal Projects
On January 29, 2004 we entered into a Letter of Intent ("LOI") to acquire a 75%interest in mineral claims located in the historic Gold Hill Mining District ofBoulder County, Colorado, USA (the "Slide Mine and Horsefal Projects"). TheCompany paid $60,000 upon signing the LOI and a further $50,000 to extend thedeadline to sign an option agreement. On April 16, 2004, we replaced the LOIanother LOI with Consolidated Global Minerals Ltd. ("Global"). Subject to oursatisfactory due diligence on the Slide Mine and Horsefal Projects, Global willgrant us an option to earn at 75% undivided interest in Global's interest in theSlide Mine and Horsefal Projects. We have exercised the option and haveinitiated exploration.
The Slide Mine and Horsefal Projects are located approximately 8 miles west ofthe city of Boulder, Colorado. The Projects include several past producingmines. The historical known production was from previous producing gold andsilver veins on the property, which are known as the Klondike, Slide, Prussian,Twin, Iowa and Horsefal.
We intend to focus our exploration program on re-opening the Corning Tunnel(Slide Mine) and Horsefal Shaft.
There is no defined ore body on the property.
Tuscarora Gold Project
On February 18, 2004, we entered into a Letter of Intent ("LOI") to acquire a75% interest in a land package located in the historic Tuscarora District in theState of Nevada, in what is known as the Carlin Gold District approximately 52miles northwest of Elko, Nevada. The land interests consist of approximately2,920 acres of unpatented lode claims and surface rights known as the "TuscaroraGold Project". The Company paid $60,000 upon signing the LOI and a further$30,000 to extend the deadline to sign an option agreement. On April 8, 2004,the LOI was replaced with an option agreement with Consolidated Global MineralsLtd. whereby Global granted us an option to acquire a 75% interest in Global'smining lease and surface use agreement (the "Lease") in respect of the TuscaroraGold Project. The Company must make a cash payment of $29,000 upon execution ofthe agreement. We may exercise the option by assuming Global's obligations underthe Lease, issuing an aggregate 300,000 shares of our common stock to Globalduring the first year, and incurring expenditures of at least an aggregate$3,000,000 over a period of three years.
There is no defined ore body on the property.
New York Canyon Copper Project
On March 18, 2004, we entered into an option agreement with Nevada Sunrise LLCto acquire a 100% interest (subject to a 2% Net Smelter Royalty) in the New YorkCanyon Copper Project in Nevada. We may exercise the option by paying to NevadaSunrise LLC, an aggregate of $460,000 in cash (or shares of common stock in lieuat the election of the optionor), issuing an aggregate 1,000,000 shares of theCompany's common stock to Nevada Sunrise LLC, and incurring expenditures of atleast an aggregate $2,250,000, all over a period of three years. $30,000 waspaid upon execution of the agreement. We may purchase one percentage point ofthe NSR by paying the sum of $1,000,000 to Nevada Sunrise LLC.
Nevada Sunrise LLC owns title to two blocks of unpatented mineral claims. Thefirst is centered over the Copper Queen mineral occurrence, and the second is acontiguous block of 20 claims centered over what is known as the Long Shot Ridgeand the New York mineral occurrences.
This land position is located in the New York Canyon area, south of the oldmining district of Santa Fe in southeastern part of Mineral County, Nevada. Theproperty is located seven miles east of the village of Luning and 32 road milesfrom the town of Hawthorne.
There is no defined ore body on the property.
Cornucopia Project
On April 15, 2004, Aberdene and Consolidated Global Minerals Ltd. entered intoan option agreement whereby Global granted us an option to acquire a 75%interest in certain mining claims located in Elko County, Nevada, known as theCornucopia Project. The Company must make a cash payment of $25,000 upon theexecution of the agreement. We may exercise the option by issuing an aggregate200,000 shares of the Company's common stock to Global during the first year,and incurring expenditures of at least an aggregate $2,000,000 over a period ofthree years.
The property covers an area of about 160 acres and consists of eight unpatented,contiguous lode claims. The Carlin-trend is situated in Northeastern Nevada andconsists of a 40-mile northwest/southeast line of major gold deposits. TheCornicopia Gold property hosts the northern end of the Carlin-trendmineralization and is located in Elko County, Nevada.
There is no defined ore body on the property.
Plan of Operation
We have requested an exploration budget for the Tuscarora Gold Project and theCornucopia Project from the operator Consolidated Global Minerals Ltd.. Underthe option agreements dated April 8, 2004 and April 15, 2004 with Global, wemust spend $750,000 on Tuscarora project and $500,000 on the Cornucopia projectby the first anniversary of the agreements. Once the exploration budgets arereviewed and approved by the directors of the Company, exploration programs willbe created.
We have also requested exploration budgets for the New York Canyon project fromthe operator Nevada Sunrise LLC. Under the option agreement dated March 18,2004, we must spend $500,000 by December 31, 2004. Once this budget is reviewedand approved by the directors of the Company, it will be implemented and a planof operation will be created.
We estimate the costs of these working programs over the next 12 months as perthe option agreements total $1,750,000. Currently we do not have funds availableto accomplish the foregoing.
We plan to raise additional cash through the sale of shares of common stock andloans. There is no assurance we will be able to raise sufficient capital toexercise the options or implement the working programs.
Status of Our Exploration Program
Other than executing the option agreements and raising additional capital, wehave not begun exploration activities on any of the properties.
Trends
We intend to explore for gold and copper. The price of gold is at $376.00. Theprice of copper is $1.25 per pound. We expect the price of gold and copper tocontinue to rise in light of military conflicts in Europe and Asia.
Results of Operations
We have included in this quarterly report financial statements for thenine-month periods ended March 31, 2004.
Nine-month period ended March 31, 2004 compared to nine-month period ended March31, 2003
We incurred a net loss of $335,652 for the nine-month period ended March 31,2004, resulting in a loss per share of $(0.01). The loss was attributable tooperating expenses of $335,652. This is compared to a net loss of $14,222 forthe nine months ending March 31, 2003. The majority of the increase is due tothe implementation of the Company's business plan by the new management team.The Company entered into several Letters of Intent and an option agreement toacquire interests in certain mineral properties. Professional fees increased dueto the legal documents required to acquire these interests. Marketing costs wereincurred to promote the Company and to attract investor interest.
Liquidity and Capital Resources
At March 31, 2004, we had working capital of $450,909 and cash on hand of$380,827 compared with a working capital deficit of $14,757 and cash on hand of$1,006 on June 30, 2003
The increase in working capital between March 31, 2004 and June 30, 2004 wasattributable to funds received from the issuance of convertible debentures for$799,656. No revenue was generated during the period.
On March 31, 2004, the three holders of the convertible debentures convertedtheir debentures, which with accrued interest total $801,275, to units. Eachunit consists of one restricted share of common stock and one warrant to acquirean additional restricted share of common stock of an exercise price of $4.00 pershare. The exercise period of the warrants is two years from the date ofconversion.
The funds received from the sale of the debentures are being used for theacquisition of additional resource properties of interest.
Critical accounting policies
We have identified the policy below as critical to our business operations andthe understanding of our results of operations. See also the notes to theFinancial Statements. Note that our preparation of this quarterly report on Form10-QSB and the annual report on Form 10-KSB requires us to make estimates andassumptions that affect the reported amount of assets and liabilities,disclosure of contingent assets and liabilities at the date of our financialstatements, and the reported amounts of revenue and expenses during thereporting period. There can be no assurance that actual results will not differfrom those estimates.
Mineral Property Costs
The Company has been in the exploration stage since its formation in January2000 and has not yet realized any revenues from its planned operations. It isprimarily engaged in the acquisition, exploration and development of miningproperties. Mineral acquisition and exploration costs are expensed as incurred.When it has been determined that a mineral property can be economicallydeveloped as a result of establishing proven and probable reserves, the costsincurred to develop such property, are capitalized. Such costs will be amortizedusing the units-of-production method over the estimated life of the probablereserve.
Contractual commitments
We have no contractual commitments.
Recent accounting pronouncements
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain FinancialInstruments with Characteristics of both Liabilities and Equity". SFAS No. 150establishes standards for how an issuer classifies and measures certainfinancial instruments with characteristics of both liabilities and equity. Itrequires that an issuer classify a financial instrument that is within its scopeas a liability (or an asset in some circumstances). The requirements of SFAS No.150 apply to issuers' classification and measurement of freestanding financialinstruments, including those that comprise more than one option or forwardcontract. SFAS No. 150 does not apply to features that are embedded in afinancial instrument that is not a derivative in its entirety. SFAS No. 150 iseffective for financial instruments entered into or modified after May 31, 2003,and otherwise is effective at the beginning of the first interim periodbeginning after June 15, 2003, except for mandatory redeemable financialinstruments of non-public entities. It is to be implemented by reporting thecumulative effect of a change in an accounting principle for financialinstruments created before the issuance date of SFAS No. 150 and still existingat the beginning of the interim period of adoption. Restatement is notpermitted. The adoption of this standard did not have a material effect on theCompany's results of operations or financial position.
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