10-Q 1 enstq630.txt 10Q 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 Quarter Ended June 30, 2001 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 0-26067 EAGLES NEST MINING COMPANY (Exact name of small business issuer as specified in its charter) Idaho 87-0571300 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 253 Ontario #1, P.O. Box 3303, Park City, Utah 84060 (Address of principal executive offices) Registrant's telephone no., including area code: (435) 649-5060 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 past 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 APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. Class Outstanding as of June 30, 2001 Common Stock, no par value 1,392,700 TABLE OF CONTENTS Heading Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements . . . . . . . . . . . . . . . . . . 3 Balance Sheets 4 Statements of Operations . . . . . . . . . . . . . . 5 Statements of Stockholders Equity 6 Statements of Cash Flows . . . . . . . . . . . . 7 Notes to Financial Statements . . . . . . . . . . . . . 8 PART II. OTHER INFORMATION Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . 9 Item 2. Changes In Securities. . . . . . . . . . . . . . . . . . 9 Item 3. Defaults Upon Senior Securities. . . . . . . . . . . . . 9 Item 4. Submission of Matters to a Vote of Securities Holders . . . . . . . . . . . . . . . . . . 9 Item 5. Other Information. . . . . . . . . . . . . . . . . . . . 9 Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . 9 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . 10 PART 1 Item 1 Jack F. Burke, Jr. Certified Public Accountant P. O. Box 15728 Hattiesburg, Mississippi 39404 Review Report I have reviewed the accompanying balance sheet of Eagles Nest Mining ompany (A Development Stage Company) as of June 30, 2001 and 2000 and the related statements of income, retained earnings, and cash flows for the nine months then ended, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountant. All information included in these financial statements is the representation of the management of Eagles Nest Mining Company. A review consist principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, I do not express such an opinion. Based on my review, I am not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles. Sincerely, /s/ Jack F. Burke, Jr. Jack F. Burke, Jr. August 8, 2001 Eagles Nest Mining Company A Development Stage Company Balance Sheet June 30, 2001 and Dec. 31, 2000 June December 2001 2000 ------- ------- Assets Current Assets Cash and Cash Equivalents $0 $0 ---------- ---------- Total Current Assets 0 0 ---------- --------- Liabilities and Stockholders' Equity Current Liabilities Due to Stockholders 3,750 3,200 ---------- ---------- Total Current Liabilities 3,750 3,200 ---------- ---------- Total Liabilities 3,750 3,200 ---------- ---------- Stockholders' Equity Common Stock: 10,000,000 Shares, No Par Stock Authorized, 1,392,700 Shares Issued and Outstanding 8,970 8,970 (Deficit) Accumulated During The Development Stage (12,720) (12,170) ---------- ---------- Total Stockholders' Equity (3,750) (3,200) ---------- ---------- Total Liabilities and Stockholders' Equity $0 $0 ========== ==========

The Accompanying "Notes to Financial Statements" Are An Integral Part of These Financial Statements See Accountants Review Report Eagles Nest Mining Company A Development Stage Company Three and Nine Months Ended June 30, 2001 and 2000 From Three Nine Six Inception Months Ended Months Ended Months Ended September 14, 1987 June 30, June 30, June 30, to June 30, Revenues 2001 2000 2001 2000 2001 ------- ------- ------- ------- ------- Net Revenues $0 $0 $0 $0 $0 Expenses 0 0 550 0 12,720 ------- --------- --------- --------- --------- Net Income (Loss) 0 0 (550) 0 12,720 ------- --------- --------- --------- --------- Net Income (Loss) Per Share Common Stock 0 0 0 0 ($0.02) Weighted Average Number of Shares Outstanding 1,392,700 1,392,700 1,392,700 1,392,700 559,905 --------- --------- --------- --------- ---------

The Accompanying "Notes to Financial Statements Are An Integral Part of These Financial Statement See Accountants Review Report Eagles Nest Mining Company A Development Stage Company Analysis of Stockholders' Equity For the Period September 14, 1987 to June 30, 2001 Deficit Accumulated Common Stock Since Shares Amount Sept. 14, 1987 Common Stock Issued September 14, 1987 302,200 $3,220 Net Loss for the Year Ended September 30, 1987 0 0 ($3,220) -------- -------- -------- Balance September 30, 1987 302,200 3,220 (3,220) Common Stock Issued in 1988 500 50 Net Loss for the Year Ended September 30, 1988 0 0 (50) -------- -------- -------- Balance September 30, 1988 302,700 3,270 (3,270) Net Loss for the Year Ended September 30, 1989 0 0 0 -------- -------- -------- Balance September 30, 1989 302,700 3,270 (3,270) Net Changes for the Year Ended September 30, 0 0 0 -------- -------- -------- Balance September 30, 1990 302,700 3,270 (3,270) Net Changes for the Year Ended September 30, 0 0 0 -------- -------- -------- Balance September 30, 1991 302,700 3,270 (3,270) Net Changes for the Year Ended September 30, 0 0 0 -------- -------- -------- Balance September 30, 1992 302,700 3,270 (3,270) Net Changes for the Year Ended September 30, 0 0 0 -------- -------- -------- Balance September 30, 1993 302,700 3,270 (3,270) Net Changes for the Year Ended September 30, 0 0 0 -------- -------- -------- Balance September 30, 1994 302,700 3,270 (3,270) Net Changes for the Year Ended September 30, 0 0 0 -------- -------- -------- Balance September 30, 1995 302,700 3,270 (3,270) Net Changes for the Year Ended September 30, 0 0 0 -------- -------- -------- Balance September 30, 1996 302,700 3,270 (3,270) Common Stock Issued August 28, 1997 1,000,000 5,000 0 Net Loss for the Year Ended September 30, 1997 0 0 0 -------- -------- -------- Balance September 30, 1998 1,302,700 8,270 (3,270) Common Stock Issued November 12, 1997 90,000 450 0 Additional Paid in Capital 250 0 Net Loss for the Year Ended September 30, 1998 0 0 (5,506) -------- -------- -------- Balance September 30, 1998 1,392,700 8,970 (8,776) Net Changes for three Months Ended December 31, 1998 0 0 (24) Balance September 30, 2000 1,392,700 8,970 (8,800) Net (Loss) for Year Ended September 30, 1999 0 0 (170) -------- -------- -------- Balance September 30, 1999 1,392,700 8,970 (8,970) Net (Loss)for Year Ended September 30, 2000 0 0 (3,200) ---------- ------- --------- Balance September 30, 2000 1,392,700 8,970 12,170 Net (Loss) for Nine Months Ended June 30, 2001 (550) ---------- -------- --------- Balance March 31, 2001 1,392,700 $8,970 ($12,170) =========== ========= ==========

The Accompanying "Notes to Financial Statements" Are An Integral Part of These Financial Statements See Accountants Review Report Eagles Nest Mining Company A Development Stage Company Statement of Cash Flows From Nine Months Six Months Inception Ended June 30, Ended June 30, Sept.14,1987 2001 2000 June 30, 2001 Cash Flows From Operating Activities Net (Loss) ($550) $0 ($12,170) Adjustments to Reconcile Net (Loss) to Net Cash Used In Operations Non Cash Expenses 550 0 6,650 --------- --------- --------- Net Cash Provided (Used) By Operations 0 0 6,070 --------- --------- --------- Cash Flows From Investing Activity 0 0 0 --------- --------- --------- Cash Flows From Financing Activity Common Stock Issued For Cash 0 0 5,270 Loans from Stockholders 0 0 800 --------- --------- --------- Cash Flows By Financing Activities 0 0 6,070 --------- --------- --------- Net Cash Increase (Decrease) 0 0 0 Cash Balance Beginning 0 0 0 --------- --------- --------- Cash Balance Ending $0 $0 $0 ========= ========= =========

The Accompanying "Notes to Financial Statements" Are An Integral Part of These Financial Statements See Accountants Review Report Eagles Nest Mining Company (A Development Stage Company) Notes to Reviewed Financial Statements Note 1 - Organization and History The Company was organized in the State of Idaho on September 14, 1987. The Company has not begun operations and has been dormant since its organization. Cash - There is no cash. Accounting Method and Financial Statements - The Company has been dormant since its inception with its only transactions consisting of stock less and administrative services. Income Tax - The Company does not have a tax asset or liability. The Company has a net operating loss carryover of $5,520 which has been offset by a valuation account. Should the Company commence operations the net operating loss would be usable and would expire as follows: Year Loss 2002 $220 2003 50 2018 5,056 2019 194 ------ Total $5,520 Net (Loss), Per Share - Net income (loss) per share is calculated by dividing net income (loss) by the weighted number of shares of common stock outstanding during the period. Development Stage Company - The Company is classified as a development stage company as it is dormant and planned principle operations have not commenced. Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect that amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. Note 2 - Common Stock Issued for Service 390,000 shares of unregistered common stock was issued to certain directors of the corporation as compensation for services rendered. Information regarding this issue is a follows: 1. The 300,000 shares were issued on September 17, 1987 and 90,000 were issued on November 12, 1997. 2. The stock was issued for administrative services rendered to the corporation. 3. The value of the services rendered is a follows: a. 300,000 shares issued September 17, 1987 was $3,000.00 b. 90,000 shares issued November 12, 1997 was $450.00 Note 3 - Going Concern The Company's financial statements have been presented on the basis that it is a going concern which contemplated the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is in the development stage and has not earned any revenues from operations. The Company's ability to continue as a going concern is dependent upon its ability to develop additional sources of capital or locate a merge candidate and ultimately, achieve profitable operation. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties. Management is seeking new capital to revitalize the company. Note 4 - Supplemental Cash Flow Disclosure Nine Months Ended June 30, 2001 2000 Interest paid 0 0 Income Tax Paid 0 0 Note 5 - Related Party Transactions Non Cash Transactions A stockholder paid operating expenses for the Company in an amount of $550. This increased the amount due stockholder to $3,750. Item 2 Management's Discussion and Analysis or Plan of Operation The following information should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Form 10-QSB. The Company is considered a development stage company with no assets or capital and with no significant operations or income since its inception in 1987. The costs and expenses associated with the preparation and filing of its registration statement 1999 have been paid for by a shareholder of the Company. It is anticipated that the Company will require only nominal capital to maintain the corporate viability of the Company and necessary funds will most likely be provided by the Company's officers and directors in the immediate future. However, unless the Company is able to facilitate an acquisition of or merger with an operating business or is able to obtain significant outside financing, there is substantial doubt about its ability to continue as a going concern. In the opinion of management, inflation has not and will not have a material effect on the operations of the Company until such time as the Company successfully completes an acquisition or merger. At that time, management will evaluate the possible effects of inflation on the Company related to it business and operations following a successful acquisition or merger. Plan of Operation During the next 12 months, the Company will actively seek out and investigate possible business opportunities with the intent to acquire or merge with one or more business ventures. In its search for business opportunities, management will follow the procedures outlined in Item 1 above. Because the Company lacks funds, it may be necessary for the officers and directors to either advance funds to the Company or to accrue expenses until such time as a successful business consolidation can be made. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. Further, the Company's directors will defer any compensation until such time as an acquisition or merger can be accomplished and will strive to have the business opportunity provide their remuneration. However, if the Company engages outside advisors or consultants in its search for business opportunities, it may be necessary for the Company to attempt to raise additional funds. As of the date hereof, the Company has not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital. In the event the Company does need to raise capital, most likely the only method available to the Company would be the private sale of its securities. Because of the nature of the Company as a development stage company, it is unlikely that it could make a public sale of securities or be able to borrow any significant sum from either a commercial or private lender. There can be no assurance that the Company will be able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on terms acceptable to the Company. The Company does not intend to use any employees, with the possible exception of part-time clerical assistance on an as-needed basis. Outside advisors or consultants will be used only if they can be obtained for minimal cost or on a deferred payment basis. Management is confident that it will be able to operate in this manner and to continue its search for business opportunities during the next twelve months. Net Operating Loss The Company has accumulated approximately $5,520 of net operating loss carryforwards as of June 30, 2001, which may be offset against taxable income and income taxes in future years. The use of these losses to reduce future income taxes will depend on the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. The carry-forwards expire in the year 2019. In the event of certain changes in control of the Company, there will be an annual limitation on the amount of net operating loss carryforwards which can be used. No tax benefit has been reported in the financial statements for the year ended September 30, 2000 because there is a 50% or greater chance that the carryforward will not be used. Accordingly, the potential tax benefit of the loss carryforward is offset by a valuation allowance of the same amount. Risk Factors and Cautionary Statements Forward-looking statements in this report are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The Company wishes to advise readers that actual results may differ substantially from such forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements, including, but not limited to, the following: the ability of the Company to search for appropriate business opportunities and subsequently acquire or merge with such entity, to meet its cash and working capital needs, the ability of the Company to maintain its existence as a viable entity, and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission. PART II Item 1. Legal Proceedings There are presently no other material pending legal proceedings to which the Company or any of its subsidiaries is a party or to which any of its property is subject and, to the best of its knowledge, no such actions against the Company are contemplated or threatened. Item 2. Changes In Securities On July 13, 2001 the Company was cleared to submit a quote of $.01 Bid on the OTC Bulletin Board. Item 3. Defaults Upon Senior Securities This Item is not applicable to the Company. Item 4. Submission of Matters to a Vote of Security Holders This Item is not applicable to the Company. Item 5. Other Information This Item is not applicable to the Company. Item 6. Exhibits and Reports on Form 8-K a. Reports on Form 8-K No report on Form 8-K was filed by the Company during the three month period ended June 30, 2001. SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. EAGLES NEST MINING COMPANY Date: August 10, 2001 By: /S/ J. Rockwell Smith J. Rockwell Smith C.E.O., President and Director Date: August 10, 2001 By: /S/ Jim Ruzicka Jim Ruzicka Secretary/Treasurer, and Director (Principal Accounting Officer)

EAGLES NEST MINING CO 10-Q