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 January 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: 000-27667
METALLINE MINING COMPANY
(Exact name of registrant as specified in its charter)
Nevada 91-1766677
(State or other (IRS Employer
jurisdiction Identification No.)
of incorporation)
1330 E. Margaret Ave.
Coeur d'Alene, ID 83815
(Address of principal executive offices)
Registrant's telephone number, including area code:
(208) 665-2002
Securities registered pursuant to
Section 12 (b) of the Act: None
Securities registered pursuant to
Section 12 (g) of the Act:
Common Stock The OTC-Bulletin Board
Title of each class Name of each 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 such filing
requirements for the past 90 days. Yes [X] No [ ]
METALLINE MINING COMPANY QUARTERLY REPORT
ON FORM 10-QSB FOR THE QUARTERLY PERIOD
ENDED JANUARY 31, 2003
TABLE OF CONTENTS Page
PART I - FINANCIAL INFORMATION
Item 1: Consolidated Financial Statements . . . . . 1
Item 2: Management's Discussion and
Analysis of Financial Condition
and Results of Operation . . . . . . . . . .1
PART II - OTHER INFORMATION
Item 1: Legal Proceedings . . . . . . . . . . . . . 5
Item 2: Changes in Securities . . . . . . . . . . . 5
Item 3: Defaults upon Senior Securities . . . . . . 5
Item 4: Submission of Matters to a
Vote of Security Holders . . . . . . . . . .6
Item 5: Other Information . . . . . . . . . . . . . 6
Item 6: Exhibits and Reports on Form 8-K . . . . . .6
Index to Consolidated Financials . . . . . . . . . . . 7
Signatures . . . . . . . . . . . . . . . . . . . .F/S 12
[The balance of this page has been intentionally left blank.]
(i)
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.
The reviewed consolidated financial statements of the Company,
for the period covered by this report, are included elsewhere in
this report, beginning at page F/S-1.
The reviewed consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for
the interim financial information with the instructions to Form
10-QSB and Rule 10-01 of Regulation S-X. 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 accruals) considered
necessary for a fair presentation have been included. Operating
results for the three-month period ended January 31, 2003 are not
necessarily indicative of the results that may be expected for
the full year ending October 31, 2003.
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 October 31, 2002 incorporated by reference
herein.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS FOR THE PERIOD ENDED JANUARY 31, 2003.
Three months ended January 31, 2003 compared to the three months
ended January 31, 2002:
During the three months ended January 31, 2003, the Company
realized other income of $73,180 from the sale of zinc carbonate
ore from the Company's San Salvadore mine, in accordance with a
contract announced in May 2001 with Fireborn, Inc. of Atlanta,
Georgia. Costs associated with the Sale of the ore totaled
$60,020 for the three-month period ended January 31, 2003. There
were ore sales of $17,500 in the three-month period ended January
31, 2002. General and administrative expenses increased to
$318,287 for the three-month period ended January 31, 2003 as
compared to $196,517 for the three-month period ended January 31,
2002. The increase is primarily due to an increase in expenses of
maintaining the property and an increase in payroll costs. For
the three months ended January 31, 2003, the Company experienced
a loss of $305,176, or $0.03 per share, compared to a loss of
$281,769, or $0.03 per share, during the comparable period in the
previous year.
LIQUIDITY AND CAPITAL RESOURCES.
Metalline Mining Company (the "Company") is an exploration stage
enterprise formed under the laws of the State of Nevada, on
August 20, 1993, to engage in the business of mining. The Company
has no operating history and is subject to all the risks inherent
in a new business enterprise. The likelihood of success of the
Company must be considered in light of the problems, expenses,
difficulties, complications, and delays frequently encountered in
connection with a new business, and the competitive and
regulatory environment in which the Company will operate.
From inception until May 1996, the Company was essentially
dormant having as its only asset unpatented mining claims located
in the State of Montana ("Kadex Property"). Since May 1996, the
focus of the Company has been the Sierra Mojada Project in
Mexico, and the Company has dropped the Kadex Property claims.
The Company is currently involved in exploration and evaluation
of its Mexican property under agreement with Minas Penoles.
Page 1
The Company has insufficient funds to carry on operations during
the next twelve months. In order to maintain operations, the
Company will have to raise additional capital through loans or
through the sale of securities. If the Company is unable to raise
additional capital, it may have to cease operations. The
Company's plan of operation, subject to maintaining sufficient
funds, calls for continued mining of zinc carbonate from the
white zinc manto for delivery to Metalline's fertilizer clients,
and drilling and sampling of the red zinc manto to define an ore
reserve. The red zinc manto work is being conducted and funded by
Penoles.
Due to the Company's lack of revenues, the Company's independent
certified public accountants included a paragraph in the
Company's 2002 financial statements relative to a going concern
uncertainty. The Company financed its obligations during the
2001-2002 fiscal year by its sale of 212,667 shares at an average
price of $1.62 per share. During the current period, the Company
has realized $210,500 from the sale of 107,000 shares at prices
ranging from $1.50 to $2.00 per share.
The Company is engaged in the business of mining. The Company
currently owns one mining property located in Mexico known as the
Sierra Mojada Property. The Company conducts its operations in
Mexico through its wholly owned subsidiary corporation, Minera
Metalin S.A. de C.V. ("Minera Metalin").
The Sierra Mojada Property is comprised of eight concessions
totaling 7,060 hectares (17,446 acres). The concessions were
acquired by purchase agreements from the titled owners. The
Company owns title to 100% of the concessions.
The Sierra Mojada Mining District is located in the west central
part of the state of Coahuila, Mexico, near the Coahuila-
Chihuahua state border some 200 kilometers south of the Big Bend
of the Rio Grande River. The principal mining area extends for
some 5 kilometers in an east-west direction along the base of the
precipitous, 1,000 meter high, Sierra Mojada Range.
Vehicle access from Torreon is by 250 kilometers on paved road to
Sierra Mojada. There is a well maintained, 1200 meter, gravel
airstrip. The District has high voltage electric power and is
served by a rail line, which was constructed from Escalon to the
district in 1891 and later connected to Monclova.
The initial discovery of silver ore in the Sierra Mojada Property
was made in 1879. Over the next 12 years, numerous small mines
developed along an oxidized silver lead ore body known as the
"lead manto" (a bed, layer or strata). The lead manto was mined
continuously for 3 kilometers and discontinuously for another 2
kilometers. Ore was selectively mined and hauled by wagon to
Escalon on the railroad main line from El Paso to Mexico City;
from there it went to smelters in Mexico and the United States.
In September of 1891 the Mexican Northern Railroad completed its
spur line from Escalon to the district. Rail access stimulated
development and the period from 1891 to the late 1920's was the
peak of productivity of the district. The main lead manto was
nearly mined out by 1905, the same year that the discovery of the
first silver-copper ore body was made. Additional discoveries of
silver, silver-copper, and silver-copper-zinc-lead ores provided
production through the 1930's. Between 1922 and 1931additional
lead manto silver-lead ore was discovered and mined to the
southwest for some 1,400 meters under the Sierra Mojada range.
This manto was eventually mined for more than 2 kilometers.
By the mid 1920's many of the mines were under control of Penoles
Corporations ("Penoles") and ASARCO Incorporated ("ASARCO").
ASARCO ceased mining in the district in the late 1930's. Both
companies still owned properties during the 1940's and Penoles
mined until the late 1950's when the Mineros Nortenos Cooperative
acquired the Penoles properties. The Mineros Nortenos Cooperative
Page 2
("Mineros Nortenos") has operated the San Salvador, Encantada and
Fronteriza mines since 1957 and direct shipped high-grade oxide
zinc and lead-silver ore to smelters in Mexico.
The lead manto produced 3 to 3.5 million tons prior to 1905 with
another 1.5 million tons of similar ore coming from other ore
bodies to the west and to the southwest.
Mineros Nortenos has mined about 600,000 tons of predominantly
oxide zinc ore with grades of 20 to 50% zinc. Some of this ore
was oxide silver-lead and silver-copper, silver-zinc-lead sulfide
at grades of 1 to 4 kilogram silver per tonne, 1 to 5% copper, 10
to 30% zinc and 30 to 70% lead. Production records from 1978 to
1981 for the San Salvador mine average 33.5% zinc.
The Sierra Mojada Property has produced in excess of 10 million
tonnes of high-grade ore that graded in excess of 20% lead, 20%
zinc, 1% copper and 1 kg (31 ounces) silver per tonne that was
shipped directly to the smelter. The district has never had a
mill to concentrate ore. All of the mining was done selectively
for ore of sufficient grade to direct ship; mill grade ore was
left unmined. More than 50 kilometers of underground workings are
spread through the 5-kilometer by 2-kilometer area from which
more than 45 mines have produced ore. The deepest workings have
ore grade mineralization and provide some of the best targets for
reserve development. In spite of the amount of historic work,
when a map of all of the historic workings is viewed there is
much more unexplored area in the 5 by 2 kilometer area than has
been explored and the vertical extent greater than 100 meters is
totally unexplored.
The sediments are predominantly carbonate with some sandstone and
shale and the attitudes are near horizontal. The mines are dry
and the rocks are competent, there is very little unstable ground
and the ore thickness is amenable to high volume mechanized
mining methods. Sierra Mojada has ideal mining conditions and
grades for low cost production.
Based upon the foregoing, the Company is of the opinion that the
magnitude of the Sierra Mojada mineral system and its exploration
potential is capable of providing new reserves for many more
years of mining. However, there is no assurance as to the
quantity or quality of the undeveloped reserves.
There is potential for long-term reserve expansion within the
known extent of the mineral systems. There is potential to
discover ore deposits in unexplored portions of the land position
and at depth in unexplored stratigraphy. There is however, no
assurance that the Company will have the monetary resources to
continue to explore for, develop, or retrieve any of the minerals
located in the Sierra Mojada Property.
In October, 1999 Minera Metalin signed a Joint Venture Letter
Agreement with Minera North S. de R.L. de C.V. a wholly owned
subsidiary of North Limited of Melbourne Australia, a major
international mining company. The agreement allowed North to
acquire a 60% participating interest in Sierra Mojada by
exploring and completing a feasibility study over a "Earn In
Period" of not more than 5 years.
In August, 2000 Rio Tinto Ltd. purchased North Limited for its
iron ore holding and has subsequently terminated the agreement
with Minera Metalin.
Penoles Agreement
On the 15th of November 2001, Metalline Mining Company and its
Mexican Subsidiary Minera Metalin, S.A. de C.V. signed an
Agreement with Minas Penoles, S.A. de C.V. and Compania Minera L
Parrena, S.A. de C.V. The Agreement allows Minas Penoles to earn
a 60% interest in the Sierra Mojada project by exploring and
completing a feasibility study over an "Earn in Period" of not
more than 5 years.
Page 3
The study is to be of sufficient detail and quality to be used to
secure debt financing for the development operation of the
project. Minas Penoles is committed to complete US$1,000,000 (one
million US Dollars) of Qualified Expenditures on the Propety as
may be recommended by the Technical Committee during the first
year as of the date of signing the Agreement. Minas Penoles is to
be the Operator; operations are under the control of the
Technical Committee that will be composed of 2 representatives
from Metalline and 3 from Minas Penoles. In addition, Minas
Penoles will purchase Metalline Mining Company shares at a fixed
price of US $2.00 per share in the following schedule and manner:
(i).- 50,000 shares upon signing the Agreement, purchased by
Minas Penoles, S.A. de C.V. by means of a capital contribution to
Metalline. Subsequently, and always following this same mechanism
(i.e.- capital contribution to Mealline), if Penoles should elect
to continue exploration after twelve months time as of the
Effective Date, then (ii).- Minas Penoles, S.A. de C.V. shall
purchase 100,000 additional Metalline shares at US $2.00 per
share; (iii).- if Penoles should continue exploration after
twenty-four months, Minas Penoles, S.A. de C.V. shall purchase an
additional 100,000 Metalline shares at US $2.00 per share.
It is the parties' intent and understanding that, in order to
carry out to completion the Project once the Earn-In has been
achieved or at whatever other time the Parties shall agree to in
writing, the parties shall form a joint venture vehicle (the
"Joint Venture Company") subject to the terms of the Agreement.
The terms and conditions of the Joint Venture will be established
in separate document(s) as the parties may deem necessary, in
which Joint Venture, Minas Penoles, S.A. de C.V. shall have a 60%
participation, and Metalin a 40% participation, subject to the
terms of the Agreement.
In December 2001 Metalline Mining Company signed an agreement
with the B.O.W. Corporation of El Paso, Texas for an exclusive
lease on 41 patented and 81 unpatented mining claims in the
Silver Hills District at Orogrande, New Mexico. The property
contains high-grade garnet deposits that will be developed for
the industrial abrasive market. The agreement allows Metalline to
mine, process and market any metallic, non-metallic, or other
mineral mined and sold from the property by establishing the
quality and marketability of the garnet and by furnishing B.O.W.
a business plan and feasibility study within six months. The
agreement also provides that within 12 months of completing the
feasibility study, if warranted, Metalline will construct and
place into production a mining and marketing operation with a
minimum capacity of 25,000 tons per year of industrial garnet. As
consideration for the exclusive lease, B.O.W. will receive up to
50% of net profits from the operation. The Company announced in
October 2002, that this agreement has been terminated.
EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS.
In September 2000, the FASB issued SFAS No.140 "Accounting for
Transfers and Servicing of Financial Assets and Extinguishment of
Liabilities". This statement provides accounting and reporting
standards for transfers and servicing of financial assets and
extinguishment of liabilities and also provides consistent
standards for distinguishing transfers of financial assets that
are sales from transfers that are secured borrowings. SFAS No.140
is effective for recognition and reclassification of collateral
and for disclosures relating to securitization transactions and
collateral for fiscal years ending after December 15, 2000, and
is effective for transfers and servicing of financial assets and
extinguishments of liabilities occurring after March 31, 2001.
The Company believes that the adoption of this standard will not
have a material effect on the Company's results of operations or
financial position.
In June 2001, the FASB issued SFAS No.141, "Business
Combinations" and SFAS No.142, "Goodwill and Other Intangible
Assets". SFAS No.141 provides for the elimination of the pooling-
of-interests method of accounting for business combinations with
an acquisition date of July 1,2001 or later. SFAS No.142
prohibits the amortization of goodwill and other intangible
assets with indefinite lives and requires periodic reassessment
of the underlying value of such assets for impairment.
Page 4
SFAS No.142 is effective for fiscal years beginning after
December 15, 2001. An early adoption provision exists for
companies with fiscal years beginning after March 15, 2001. On
October 31, 2001, the Company adopted SFAS No.142. Application of
the non-amortization provision of SFAS No.142 is expected to
result in no change in net income in fiscal 2002. The Company is
currently evaluating the impact of the transitional provisions of
the statement.
In October 2001, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No.143,
"Accounting for Asset Retirement Obligations" (SFAS No.143). SFAS
No.143 establishes guidelines related to the retirement of
tangible long-lived assets of the Company and the associated
retirement costs. This statement requires that the fair value of
a liability for an asset retirement obligation be recognized in
the period in which it is incurred if a reasonable estimate of
fair value can be made. The associated asset retirement costs are
capitalized as part of the carrying amount of the long-lived
assets. This statement is effective for financial statements
issued for the fiscal years beginning after June 15, 2002. The
Company adopted SFAS No.143, which will not impact the financial
statements of the Company at October 31, 2002.
CASH FLOWS FOR THE THREE MONTHS ENDED
JANUARY 31, 2003 WERE AS FOLLOWS:
During the three-month period ended January 31, 2003, the
Company's cash position decreased by $27,343, to $89,020. During
the three-month period, the Company used $241,133 in operating
activities. In addition, the Company realized $210,500 from the
sale of Company stock. On June 21, 2002, the Company authorized
the purchase of property and equipment from the Mineros Nortenos
Cooperativa, located at the Company's Sierra Mojada Project at La
Esmeralda, Coahuila, Mexico. Total purchase price, after
conversion to U.S. Dollars, amounted to $272,616, of which
$38,610 remains in escrow and will be paid under the Property and
Equipment Purchase Agreement at a later date.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Minera Metalin, the Company's Mexican subsidiary, has been
named as a co-defendant in a lawsuit filed in Mexico regarding
the Company's purchase of two mining concessions. Any potential
liability resulting from the lawsuit would be directed against
the other named defendant, and according to the Company's legal
counsel, the chance of an adverse judgment for Metalin is
negligible.
ITEM 2. CHANGES IN SECURITIES.
Neither the constituent instruments defining the rights of the
registrant's securities holders nor the rights evidenced by the
registrant's outstanding common stock have been modified,
limited, or qualified. The Company sold 100,000 shares of its
common stock at a price of $2.00 per share and 7,000 shares at a
price of $1.50 in the three-month period ended January 31, 2003.
During the third quarter the Company sold 7,000 units comprised
of one share of common stock and a warrant for 1/3 of a share of
common stock at $1.50 per unit. The value of the warrants was
determined to be $0.25 per warrant, using the Black Scholes
pricing calculator with an adjustment made to reflect the 1/3 of
a share.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
The registrant has no outstanding senior securities.
Page 5
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
In February 2001 a notice of annual meeting and proxy statement
were mailed to shareholders of record January 5, 2001 regarding
matters to be considered at the annual shareholders meeting held
March 1, 2001. Matters considered were (1) election of directors,
(2) consideration and approval of the Company's 2001 Stock Option
Plan, (3) consideration and approval of a proposed amendment to
the Company's Articles of Incorporation to authorize a class of
Preferred Shares, (4) election of outside auditors. There have
been no matters submitted to a vote of security holders since
March 1, 2001.
ITEM 5. OTHER INFORMATION. None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
EXHIBITS.
The following exhibit is filed as part of this report: None.
REPORTS ON FORM 8-K.
No reports on Form 8-K were filed by the registrant during the
period covered by this report.
[The balance of this page has been intentionally left blank.]
Page 6
METALLINE MINING COMPANY
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements: PAGE
Consolidated Balance Sheets as of
January 31, 2003 and October 31, 2002 . . . . . F/S 1
Consolidated Statements of Operations
for the three-month period ended
January 31, 2003 and January 31, 2002,
and for the period from inception
(November 8, 1993) to January 31, 2003 . . . . . F/S 2
Consolidated Statements of Changes in
Stockholder's Equity for the period from
inception (November 8, 1993)
to January 31, 2003 . . . . . . . . . . . . . . .F/S 3
Consolidated Statements of Cash Flow for
the three-month periods ended January 31, 2003
and January 31, 2002, and for the period from
inception (November 8, 1993) to
January 31, 2003 . . . . . . . . . . . . . . . . F/S 8
Condensed Notes to Consolidated
Financial Statements . . . . . . . . . . . . . .F/S 10
Signatures . . . . . . . . . . . . . . . . . . . F/S 12
[The balance of this page has been intentionally left blank.]
Page 7
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
January 31, October 31,
2003 2002
(Unaudited)
----------- ----------
ASSETS
CURRENT ASSETS
Cash $189,020 $216,363
Investments 0 0
Accounts receivable 66,952 62,501
Foreign Tax Refund Receivable 0 59,287
Prepaid expenses 1,821 1,920
Employee advances 16,110 13,421
------- -------
Total Current Assets 273,903 353,492
------- -------
MINERAL PROPERTIES 4,334,767 4,334,767
-------- --------
PROPERTY AND EQUIPMENT
Office and mining equipment,
net of accumulated depreciation 330,260 323,030
------- -------
Total Property and Equipment 330,260 323,030
------- -------
TOTAL ASSETS $4,938,930 $5,011,289
========= =========
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(continued)
January 31, October 31,
2003 2002
(Unaudited)
----------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $105,440 $111,223
Contracts Payable-current 42,819 0
Accrued liabilities 28,041 193,306
------- ------
Total Current Liabilities 176,300 304,529
------- ------
LONG-TERM LIABILITIES
Contracts Payable 18,588 0
---- ----
Total Long-Term Liabilities 18,588 0
---- ----
COMMITMENTS AND CONTINGENCIES 0 0
---- ----
Total Liabilities 194,888 304,529
------ ------
STOCKHOLDERS' EQUITY
Preferred stock, $0.01 par value;
1,000,000 shares authorized, no
shares issued or outstanding 0 0
Common stock, $0.01 par value;
50,000,000 shares authorized,
10,578,192 and 10,368,340 shares
issued and outstanding
respectively. 105,783 103,685
Additional paid-in capital 10,620,490 10,280,713
Stock options and warrants 1,498,550 1,497,967
Deficit accumulated during
exploration stage (7,480,781) (7,175,605)
--------- ---------
Total Stockholders' Equity 4,744,042 4,706,760
--------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $4,938,930 $5,011,289
========= =========
See accompanying notes to these financial statements.
F/S 1
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Period from
--------------------- November 8, 1993
January 31, January 31, (Inception) through
2003 2002 January 31,2003
-------- -------- ------------
REVENUES $ 0 $ 0 $ 0
------ ------ -------
GENERAL AND
ADMINISTRATIVE EXPENSES
Salaries and
Payroll expenses 132,021 59,490 1,363,603
Office and administrative 30,511 22,152 386,151
Taxes and fees 47,032 23,129 191,367
Professional services 47,118 84,098 3,316,342
Property expenses 48,452 0 1,506,849
Exploration and research 875 1,410 219,475
Depreciation 12,278 6,238 164,793
------- ------- --------
Total General and
Administrative Expenses 318,287 196,517 7,148,580
------- ------- -------
LOSS FROM OPERATIONS (318,287) (196,517) (7,148,580)
======= ======== ========
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(continued)
Three Months Ended Period from
--------------------- November 8, 1993
January 31, January 31, (Inception) through
2003 2002 January 31, 2003
-------- -------- ------------
OTHER INCOME (EXPENSES)
Miscellaneous ore sales,
net of expenses 13,160 (87,348) (71,974)
Interest income 8 2,096 25,389
Interest and
financing expense (57) 0 (285,616)
------ ----- -------
Total other income (expense) 13,111 (85,252) (332,201)
====== ====== =======
LOSS BEFORE INCOME TAXES (305,176) (281,769) (7,480,781)
INCOME TAXES 0 0 0
----- ---- -----
NET LOSS $(305,176) $(281,769) $(7,480,781)
======= ======== ========
NET LOSS PER COMMON SHARE
BASIC AND DILUTED $ (0.03) $ (0.03) $ (1.43)
===== ===== =====
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING
BASIC AND DILUTED 10,451,673 10,100,928 5,240,154
======== ========= ========
The accompanying notes are an integral part of these consolidated financial
statements.
F/S 2
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Accumulated
Common Stock Stock Stock Deficit
---------------- Additional Sub- Options During Ex-
Number of Paid-in scriptions and ploration
Shares Amount Capital Receivable Warrants Stage Total
---- ---- ---- ----- ---- ----- ---
Common stock issuance
prior to inception (no value) 960,800 $ 9,608 $(9,608) $ - $ - $ - $ -
1:5 reverse common stock split (768,640) (7,686) 7,686 - - - -
Net loss for the year ended
October 31, 1994 - - - - - (8,831) (8,831)
Balances, October 31, 1994 192,160 1,922 (1,922) - - (8,831) (8,831)
----- ---- ---- --- --- ---- ----
3:1 common stock split 384,320 3,843 (3,843) - - - -
Net loss for the year ended
October 31, 1995 - - - - - (7,761) (7,761)
----- --- --- --- --- ---- ----
Balance, October 31, 1995 576,480 $ 5,765 $(5,765) $ - $ - $(16,592) $(16,592)
----- ---- ---- --- --- ----- -----
Issuance of common stock as follows:
- for par value at transfer
of ownership 2,000 20 - - - - 20
- for cash at an average
of $0.11 per share 1,320,859 13,209 133,150 - - - 146,359
- for services at an average
of $0.08 per share 185,000 1,850 12,600 - - - 14,450
- for computer equipment
at $0.01 per share 150,000 1,500 13,500 - - - 15,000
- for mineral property
at $0.01 per share 900,000 9,000 - - - - 9,000
Net loss for the year ended
October 31, 1996 - - - - - (40,670) (40,670)
----- ---- ---- --- --- ---- ----
Balances, October 31, 1996 3,134,339 $31,344 $153,485 $ - $ - $(57,262) $127,567
------- Table continued on next page.
The accompanying notes are an integral part of these consolidated financial statements.
F/S 3
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(continued)
Accumulated
Common Stock Stock Stock Deficit
---------------- Additional Sub- Options During Ex-
Number of Paid-in scriptions and ploration
Shares Amount Capital Receivable Warrants Stage Total
---- ---- ---- ----- ---- ----- ---
Balance brought Forward 3,134,339 $31,344 $153,485 $ - $ - $(57,262) $127,567
Issuance of common Stock
as follows:
- for cash at an average of
$0.61 per share 926,600 9,266 594,794 - - - 604,060
- for services at an average
of $0.74 per share 291,300 2,913 159,545 - - - 162,458
- for payment of a loan at
$0.32 per share 100,200 1,002 30,528 - - - 31,530
Options issued as follows:
- 300,000 options for cash - - 3,000 - - - 3,000
Net loss for year ended
October 31, 1997 - - - - - (582,919) (582,919)
----- --- ---- --- --- ----- -----
Balances at October 31, 1997 4,452,439 $44,525 $941,352 $ - $ - $(640,181) $345,696
Issuance of common stock
as follows:
- for cash at an average
of $1.00 per share 843,500 8,435 832,010 - - - 840,445
- for cash and receivables
at $1.00 per share 555,000 5,550 519,450 (300,000) - - 225,000
- for services at an average
of $0.53 per share 41,800 418 21,882 - - - 22,300
- for mine data base at
$1.63 per share 200,000 2,000 323,000 - - - 325,000
Options issued or
granted as follows:
- 1,200,000 options for cash - - 120,000 - - - 120,000
- for financing fees - - - - 60,000 - 60,000
- for consulting fees - - - - 117,000 - 117,000
Warrants issued for services - - - - 488,980 (488,980) -
Net loss for year
ended October 31, 1998 - - - - - (906,036) (906,036)
----- ---- ----- ---- ---- ------ ------
Balance, October 31, 1998 6,092,739 $60,928 $2,757,694 $(300,000) $665,980 $(2,035,197)$(1,149,405)
------ ---- ------ ----- ----- ------- ------
--------- Table continued on next page.
The accompanying notes are an integral part of these consolidated financial statements.
F/S 4
METALLINE MINING COMPANY
(An Exploration Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(continued)
Accumulated
Common Stock Stock Stock Deficit
---------------- Additional Sub- Options During Ex-
Number of Paid-in scriptions and ploration
Shares Amount Capital Receivable Warrants Stage Total
---- ---- ---- ----- ---- ----- ---
Balance brought Forward 6,092,739 $60,928 $2,757,694 $(300,000) $665,980 $(2,035,197) $(1,149,405)
Issuance of common stock as follows:
- for cash at an average
of $1.04 per share 818,800 8,188 842,712 - - - 850,900
- for drilling fees
at $0.90 per share 55,556 556 49,444 - - - 50,000
Stock options and warrant activity
as follows:
- exercise of options
at $0.90 per share 250,000 2,500 267,500 - (45,000) - 225,000
- issuance of options for
financing fees - - - - 216,000 - 216,000
- expiration of options - - 60,000 - (60,000) - -
Stock subscription received - - - 300,000 - - 300,000
Net loss for year
ended October 31, 1999 - - - - - (1,423,045) (1,423,045)
------ ----- ------ ---- ----- ------- ------
Balance, October 31, 1999 7,215,095 $72,152 $3,977,350 $ - $776,980 $(3,458,242) $1,368,240
Stock option and warrant activity
as follows:
Exercise of options at
$0.86 per share 950,000 9,500 1,090,750 - (288,000) - 812,250
Warrants issued for services - - - - 55,000 - 55,000
Issuance of common stock as follows:
- for cash at an average of $2.77
of $2.77 per share 1,440,500 14,405 3,972,220 - - - 3,986,625
- for services at $1.28 per share 120,000 1,200 152,160 - - - 153,360
- for equipment at $1.67 per share 15,000 150 24,850 - - - 25,000
Net loss for year
ended October 31, 2000 - - - - - (882,208) (882,208)
------ ---- ------ ---- ----- ------- ------
Balance, October 31, 2000 9,742,595 $ 97,427 $9,217,330 $ - $543,980 $(4,340,450) $5,518,287
------ ----- ------ ---- ----- ----- ------
------- Table continued on next page.
The accompanying notes are an integral part of these consolidated financial statements.
F/S 5
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(continued)
Accumulated
Common Stock Stock Stock Deficit
---------------- Additional Sub- Options During Ex-
Number of Paid-in scriptions and ploration
Shares Amount Capital Receivable Warrants Stage Total
---- ---- ---- ----- ---- ----- ---
Balance brought Forward 9,742,595 $97,427 $9,217,330 $ - $543,980 $(4,340,450) $5,518,287
Stock option and warrant activity
as follows:
-Warrants exercised
at $0.75 per share 20,000 200 25,560 - (10,760) - 15,000
-Options issued for consulting fees - - - - 740,892 - 740,892
-Warrants issued for consulting fees - - - - 144,791 - 144,791
Issuance of common stock as follows:
- for cash at $2.00 per share 250,000 2,500 494,076 - 3,424 - 500,000
- for cash of $210 and services at
$2.07 per share 21,000 210 43,260 - - - 43,470
- for cash of $180 and services at
$2.05 per share 18,000 180 36,720 - - - 36,900
- for services at $2.45 per share 6,000 60 14,640 - - - 14,700
- for services at $1.50 per share 12,000 120 17,880 - - - 18,000
Net loss for year
ended October 31,2001 - - - - - (2,069,390) (2,069,390)
------ ----- ------- ---- ------ ------- -------
Balance, October 31, 2001 10,069,595 100,697 9,849,466 - 1,422,327 (6,409,840) 4,962,650
Issuance of common stock as follows:
- for cash at $2.00 per share 50,000 500 99,500 - - - 100,000
- for cash and warrants
at $1.50 per share 96,000 960 134,400 - 8,640 - 144,000
- for cash and warrants
at $1.50 per share 66,667 667 93,333 - 6,000 - 100,000
- for compensation at an average
of $1.23 per share 86,078 861 104,014 - - - 104,875
Stock option activity as follows:
- for compensation at $0.61 per share - - - - 61,000 - 61,000
Net loss for year ended October 31, 2002 - - - - - (765,765) (765,765)
----- ----- ------ ----- ----- ---- ------
Balance, October 31, 2002 10,368,340 $103,685 $10,280,713 $ - $1,497,967 $(7,175,605) $4,706,760
----- ----- ------ ---- ------ ------- -------
------- Table continued on next page.
The accompanying notes are an integral part of these consolidated financial statements.
F/S 6
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(continued)
Accumulated
Common Stock Stock Stock Deficit
---------------- Additional Sub- Options During Ex-
Number of Paid-in scriptions and ploration
Shares Amount Capital Receivable Warrants Stage Total
---- ---- ---- ----- ---- ----- ---
Balance brought Forward 10,368,340 $103,685 $10,280,713 $ - $1,497,967 $(7,175,605) $4,706,760
Issuance of common stock
as follows:
- for cash at $2.00 per share 100,000 1,000 199,000 - - - 200,000
- for cash and warrants at
$1.50 per share 7,000 70 9,847 - 583 - 10,500
- for compensation at an
average of $1.28 per share 102,852 1,028 130,930 - - - 131,958
Net loss for the three months
Ended January 31, 2003 - - - - - (305,176) (305,176)
------- ---- ------ ---- ---- ------- -------
Balance, January 31, 2003 10,578,192 105,783 10,620,490 - 1,498,550 (7,480,781) 4,744,042
========== ======= ========== ==== ========= ========= =========
The accompanying notes are an integral part of these consolidated financial statements.
[The balance of this page has been intentionally left blank.]
F/S 7
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Period from
Three Months Ended November 8, 1993
----------------- (Inception)
January 31, January 31, through
2003 2002 January 31, 2003
(Unaudited) (Unaudited) (Unaudited)
--------- --------- ---------
Cash flows from
operating activities:
Net loss $(305,176) $(281,769) $(7,480,781)
Adjustments to reconcile net
loss to cash used by
operating activities:
Depreciation 12,278 6,238 164,763
Non-cash expenses 0 0 126,864
Issuance of stock for services 131,958 0 823,048
Issuance of options
for services 0 0 801,892
Issuance of stock options
for financing fees 0 0 276,000
Issuance of stock for expenses 0 0 326,527
Warrants issued for services 0 0 688,771
Changes in operating assets
and liabilities:
(Increase) decrease
in accounts receivable (4,451) 0 (66,952)
(Increase) decrease in
refunds receivable 59,287 0 0
(Increase) decrease in
prepaid expense 99 3,020 (1,821)
(Increase) decrease in
employee advances (2,689) 0 (16,110)
Increase (decrease) in
accounts payable (5,783) 10,680 105,440
Increase (decrease) in
accrued liabilities (126,656) 493 66,650
----- ----- ------
Schedule continued on next page.
See accompanying note to these financial statements.
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(continued)
Period from
Three Months Ended November 8, 1993
----------------- (Inception)
January 31, January 31, through
2003 2002 January 31, 2003
(Unaudited) (Unaudited) (Unaudited)
--------- --------- ---------
Net cash used by
operating activities (241,133) (261,338) (4,185,709)
Cash flows from investing
activities:
Purchase of property
and equipment (19,508) (27,000) (455,000)
Acquisition of mineral
properties 0 0 (4,452,631)
Purchase of investments 0 277,888 (484,447)
Proceeds from investments 0 0 484,447
------- ------ ---------
Net cash used by investing
activities (19,508) 250,888 (4,907,631)
------- ------ ---------
Cash flows from financing
activities:
Proceeds from sales of
common stock 209,917 100,000 8,191,589
Proceeds from sales of
Options and warrants 583 0 950,473
Deposits for sale of stock 0 0 87,500
Proceeds from
shareholders' loans 0 0 30,000
Proceeds from equipment loans 22,798 0 22,798
------- ------ -------
Net cash provided by
financing activities: 233,298 100,000 9,282,360
------- ------- ---------
Net increase (decrease)
in cash (27,343) 89,550 189,020
Cash beginning of period 216,363 31,032 0
------- ------- --------
Cash at end of period $189,020 $120,582 $189,020
====== ======= ======
Schedule continued on next page.
See accompanying note to these financial statements.
F/S 8
METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(continued)
Period from
Three Months Ended November 8, 1993
----------------- (Inception)
January 31, January 31, through
2003 2002 January 31, 2003
(Unaudited) (Unaudited) (Unaudited)
--------- --------- ---------
Supplemental cash
flow disclosures:
Income taxes paid in cash 0 0 $ 9,599
Interest paid in cash 57 0 $ 57
Non-cash financing activities:
Common stock issued for services 131,958 0 $718,173
Common stock issued for expenses 0 0 $326,527
Common stock issued for equipment 0 0 $ 25,000
Options issued for services 0 0 $740,892
Warrants issued for services 0 0 $688,771
Common stock options issued
for financing fees 0 0 $276,000
----------------
See accompanying notes to these financial statements.
[The balance of this page has been intentionally left blank.]
F/S 9
METALLINE MINING COMPANY
An Exploration Stage Company
Notes to the Consolidated Financial Statements
January 31, 2003
The interim consolidated financial statements of Metalline Mining
Company included herein have been prepared without audit,
pursuant to the rules and regulations of the Securities and
Exchange. Although certain information normally included in
financial statements prepared in accordance with generally
accepted accounting principles has been condensed or omitted, the
Company believes that the disclosures are adequate to make the
information presented no misleading. The accompanying interim
financial statements should be read in conjunction with the
audited financial statements and notes thereto included in the
Company's annual report on Form 10-KSB for the fiscal year ended
October 31, 2002.
The consolidated financial statements included herein reflect all
normal recurring adjustments that, in the opinion of management,
are necessary for a fair presentation of the results for interim
periods. The results for interim periods are not necessarily
indicative of trends or of results to be expected for a full
year.
NOTE 1
PREFERRED STOCK
At its March 1, 2001 annual shareholders meeting, the Company
approved a change to its articles of incorporation whereby the
Company is authorized to issue one million shares of $0.01 par
value preferred stock. The specific features of the preferred
stock will be determined by the Company's board of directors.
STOCK OPTION PLAN
On March 1, 2001, the Company's shareholders approved a qualified
stock option plan. The number of shares eligible for issuance
under the qualified plan is to be determined by the Company's
board of directors.
NOTE 2
On November 15, 2001, the Company entered into an agreement with
Compania Minera La Parrena S.A. de C.V. ("Penoles") whereby
Penoles may earn the right to acquire a 60% interest in certain
mining concessions located in the Sierra Majada region of
Coahuila, Mexico. The earn-in right is contingent upon the
following: delivery by Penoles within four years of a pre-
feasibility study, completion by Penoles of $1,000,000 of
qualified expenditures on the aforementioned mining concessions,
and Penoles' purchase of up to 250,000 shares of Metalline's
common stock at $2.00 per share.
During the three months ended January 31, 2003, Metalline
received reimbursement of $16,389 from Penoles for expenses
incurred by Metalline, which were applied toward qualified
expenditures.
NOTE 3
In December 2001 Metalline Mining Company signed an agreement
with the B.O.W. Corporation of El Paso, Texas for an exclusive
lease on 41 patented and 81 unpatented mining claims in the
Silver Hills District at Orogrande, New Mexico. The property
contains high-grade garnet deposits that will be developed for
the industrial abrasive market. The agreement allows Metalline to
mine, process and market any metallic, non-metallic, or other
mineral mined and sold from the property by establishing the
quality and marketability of the garnet and by furnishing B.O.W.
a business plan and feasibility study within six months. The
agreement also provides that within 12 months of completing the
feasibility study, if warranted, Metalline will construct and
place into production a mining and marketing operation with a
minimum capacity of 25,000 tons per year of industrial garnet. As
consideration for the exclusive lease, B.O.W. will receive up to
50% of net profits from the operation. The Company announced in
October 2002 that the agreement has been terminated.
F/S 10
METALLINE MINING COMPANY
An Exploration Stage Company
Notes to the Consolidated Financial Statements
January 31, 2003
NOTE 4
On June 21, 2002, the Company authorized the purchase of property
and equipment from the Mineros Nortenos Cooperativa, located at
the Company's Sierra Majada Project at La Esmeralda, Coahuila,
Mexico. Total purchase price, after conversion to U.S. Dollars,
amounted to $272,616, of which all has been paid except $38,610,
which is being held in escrow.
NOTE 5
On May 20, 2002 the Company authorized the offering of 1,000,000
stock units, with each unit consisting of one share of common
stock and one warrant equal to 1/3 of a share of common stock. As
of January 31, 2003, 169,667 units have been sold for cash
totaling $254,500.
[The balance of this page has been intentionally left blank.]
F/S 11
METALLINE MINING COMPANY
AN EXPLORATION STAGE COMPANY
JANUARY 31, 2003
SIGNATURES
In accordance with Section 12, 13 or 15(d) 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.
METALLINE MINING COMPANY
BY: /s/ Merlin Bingham
------------------
Merlin Bingham, its President
Date: March 13, 2003
By: /s/ Wayne L. Schoonmaker
---------------
Wayne Schoonmaker, its
Principal Accounting Officer
Date: March 13, 2003
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated:
By: /s/ Merlin Bingham By: /s/ Daniel Gorski
------------------ -----------------
Merlin Bingham Daniel Gorski
Director Vice President/Director
Date: March 13, 2003 Date: March 13, 2003
By: /s/ Wayne L. Schoonmaker
------------------------
Wayne Schoonmaker
Secretary/Treasurer
Date: March 13, 2003
F/S 12
METALLINE MINING COMPANY
AN EXPLORATION STAGE COMPANY
JANUARY 31, 2003
CERTIFICATIONS
I, Merlin D. Bingham, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
Metalline Mining Company.
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 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. The registrant's other certifying officer and I, are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, 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) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 45 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of 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
weaknesses 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. The registrant's other certifying officer and 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
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 13, 2003
/s/ Merlin D. Bingham
------------
President
METALLINE MINING COMPANY
AN EXPLORATION STAGE COMPANY
JANUARY 31, 2003
CERTIFICATIONS
I, Wayne L. Schoonmaker, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
Metalline Mining Company.
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 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. The registrant's other certifying officer and I, are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, 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) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 45 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of 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
weaknesses 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. The registrant's other certifying officer and 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
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 13, 2003
/s/ Wayne L. Schoonmaker
------------
Principal Accounting Officer
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 Metalline Mining
Company (the "Company") on Form 10-QSB for the period ended
January 31, 2003, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Merlin D.
Bingham, President of the Company, certify, pursuant to 18 U.S.C.
Section 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 the Report fairly presents, in
all material respects, the financial condition, and results of
operations of the Company.
/s/ Merlin D. Bingham
-----------
President
Dated: March 13, 2003
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 Metalline Mining
Company (the "Company") on Form 10-QSB for the period ended
January 31, 2003, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Wayne L.
Schoonmaker, Principal Accounting Officer of the Company,
certify, pursuant to 18 U.S.C. Section 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 the Report fairly presents, in
all material respects, the financial condition, and results of
operations of the Company.
/s/ Wayne L. Schoonmaker
------------
Principal Accounting Officer
Dated: March 13, 2003