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Western Sierra Mining Corp – ‘10QSB’ for 9/30/07

On:  Thursday, 10/30/08, at 5:49pm ET   ·   As of:  10/31/08   ·   For:  9/30/07   ·   Accession #:  1140905-8-177   ·   File #:  1-01766

Previous ‘10QSB’:  ‘10QSB’ on 10/28/08 for 6/30/07   ·   Latest ‘10QSB’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/31/08  Western Sierra Mining Corp        10QSB       9/30/07    5:317K                                   Dieterich & Associates

Quarterly Report by a Small Business   —   Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Wsrm Sept. 30, 2007 10QSB                           HTML    292K 
 2: EX-31       Ex 31.1 CEO Certification                           HTML     10K 
 3: EX-31       Ex 31.2 CFO Certification                           HTML     10K 
 4: EX-32       Ex 32.1 Sox CEO Certification                       HTML      7K 
 5: EX-32       Ex 32.2 Sox CFO Certification                       HTML      7K 


10QSB   —   Wsrm Sept. 30, 2007 10QSB


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SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549
 
FORM 10-QSB
 
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF 
THE SECURITIES EXCHANGE ACT OF 1934 
For the quarterly period ended September 30, 2007 
 
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF 
THE SECURITIES EXCHANGE ACT OF 1934 
For the transition period from ___ to ___ 
Commission File Number: 1-1767 
 
WESTERN SIERRA MINING CORP. 
(FORMERLY GLOBAL DECS CORP) 
(Name of small business issuer in its charter) 
 
Utah  87-0267213   
(State of Incorporation)    (I.R.S. Employer I.D. Number) 
 
2750 Cisco Drive South, Lake Havasu City, AZ 86403 
(Address of Principal executive offices) (Zip Code) 
 
Issuer's telephone number (928) 680-5513 


Securities registered under Section 12 (b) of the Exchange Act: None

Securities registered under Section 12 (g) of the Exchange Act:

Shares of Common Stock, par value $.001
(Title of class)

     The issuer has (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or 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 day: Yes x No ¨

     On September 30, 2007 there were 163,328,187 outstanding shares of the registrant’s common stock.

Transitional Small Business Disclosure Format: Yes ¨ No x

 

1


PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS

     We have prepared the following un-audited interim consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normal included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant these rules and regulations. The financial statements reflect all adjustments which are, in the opinion of management necessary to a fair statement of the results for the interim period presented.

     You should read the following un-audited interim consolidated financial statements and the accompanying notes together with our Annual Report of Form 10-KSB for the year ended December 31, 2006. Our 2006 Annual Report contains information that may be helpful in analyzing the financial information contained in this report and in comparing our results of operations for the three-month periods ending September 30, 2006 and September 30, 2007.

The Securities and Exchange Commission maintains an Internet site (http://www.sec.gov) which contains reports, proxy and information statements, and other information regarding us. Our Form 10-KSB filed with the Commission includes all exhibits required to be filed with the Commission. Please contact us at 928-680-5513 to request copies of the Form 10-KSB and for information as to the number of pages contained in each of the exhibits and to request copies of the exhibits or additional filings.


2


 

WESTERN SIERRA MINING CORP.
(An Exploration Stage Company)
Condensed Balance Sheets
(Unaudited)
 
 
 
ASSETS
  September 30,   December 31,  
  2007   2006  
CURRENT ASSETS             
     Cash and cash equivalents  $  741   $  15,926  
     Other assets    -     -  
             Total current assets    741     15,926  
 
PROPERTY AND EQUIPMENT, net    894,797     894,797  
 
MINING PROPERTY    1,820,347     1,539,197  
 
 
             Total Assets  $  2,715,885   $  2,449,920  
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
CURRENT LIABILITIES             
     Accounts payable  $  -   $  -  
     Accrued expenses    367,500     210,000  
     Loans from shareholders    210,450     107,450  
     Advances from shareholders    -     -  
     Current maturities of notes payable    -     -  
             Total current liabilities    577,950     317,450  
 
LONG-TERM NOTES PAYABLE - RELATED PARTY    286,928     286,928  
 
TOTAL LIABILITIES    864,878     604,378  
 
STOCKHOLDERS' EQUITY             
     Common stock - par value $.001             
       200,000,000 shares authorized; 163,328,187 and             
       139,918,187 shares issued and outstanding respectively    163,328     139,918  
     Paid-in capital    5,841,855     5,677,985  
     Subscriptions receivable    -     -  
     Deficit accumulated during the exploration stage    (4,154,176 )    (3,972,361 ) 
             Total stockholders' equity    1,851,007     1,845,542  
 
 
             Total Liabilities and Stockholders' Equity  $  2,715,885   $  2,449,920  

3


 

WESTERN SIERRA MINING CORP.
(An Exploration Stage Company)
Condensed Statements of Operations
(Unaudited)
 
                            From Feb. 25,
2003 (Inception)
through Sept. 30,
2007
 
  Three Months
Ended Sept. 30,
2007
  Three Months
Ended Sept. 30,
2006
  Nine Months
Ended Sept. 30,
2007
    Nine Months
Ended Sept. 30,
2006
     
               
               
 
 
REVENUES         $  -   $  -   $  -   $  -   $  -  
 
 
OPERATING COSTS AND EXPENSES                               
         Compensation    13,125     1,800     37,500     65,800     1,201,936  
         Employee expenses    -     -     -     -     44,082  
         Professional fees    2,118     -     2,243     263,455     965,546  
         Exploration expenses    42,386           136,941     3,735     555,773  
         Legal and professional    -           -     15,490     96,326  
         Equipment and vehicle expenses    -     186     -     1,305     70,384  
         Rent    -     -     -     4,000     48,241  
         Insurance    -     -     -     5,000     19,753  
         Licenses,permits, fees    -     -     -     1,052     38,898  
         Depreciation    -     -     -     -     135,391  
         Office expenses    1,620     1,779     2,825     9,204     68,076  
         Reporting company expenses    546     626     2,306     3,139     12,025  
         Supplies    -     -     -     -     29,064  
         Organization expenses    -     -     -     -     14,181  
 
         Total Expenses    59,795     9,444     181,815     372,180     3,758,876  
 
Operating Loss    (59,795 )    (9,444 )    (181,815 )    (372,180 )    (3,758,876 ) 
 
OTHER INCOME (EXPENSES)                               
         Gain (Loss) on disposal of assets    -     -     -     7,586     (31,964 ) 
         Interest income    -     -     -     -     18  
         Interest expense    -     -     -     -     (363,354 ) 
 
         Income before income taxes    (59,795 )    (9,444 )    (181,815 )    (364,594 )    (4,154,176 ) 
 
Provision for income taxes    -     -     -     -     -  
 
         NET INCOME (LOSS)         $  (59,795 )  $  (9,444 )  $  (181,815 )  $  (364,594 )  $  (4,154,176 ) 
 
Earnings Per Share (see Note 2)                               
Basic and diluted weighted average number of common                             
          stock outstanding    161,122,100     109,194,021     147,182,509     104,769,021        
 
Basic and diluted net loss per share         $  -   $  -   $  -   $  -        

4


WESTERN SIERRA MINING CORP.
(An Exploration Stage Company)
Condensed Statement of Stockholders' Equity
(Unaudited)
                  Deficit                                    
                  Accumulated                                    
                  During the     Stock        Stock                      
  Common Stock    Paid-in     Exploration     To be        To be     Subscription     Deferred        
  Shares    Amount    Capital     Stage     Issued        Cancelled     Receivable     Interest        Total  
Issuance of stock to founders, February 15, 2003 ($.001/share)  28,476,200  $ 28,476    $  (14,238 )                                    $  14,238  
Issuance of stock for cash, February 15-December 31, 2003 ($.10/share)  8,432,330    8,432    $  834,802                       $ (29,400 )            813,834  
Issuance of stock for vehicles and equipment, September 15, 2003 ($.10/share)  1,034,330    1,034      102,399                                       103,433  
Issuance of stock for interest, October 1, 2003 ($.10/share)  332,060    332      32,874                                       33,206  
Issuance of stock for services and expenses, November 1, 2003 ($.10/share)  1,725,080    1,726      170,782                                       172,508  
Stock to be issued for cash received, November 1, 2003 ($.10/share)                      $ 129,500                         129,500  
Reverse acquisition of Western Sierra, Inc., December 1, 2003  5,059,370    5,060      (5,060 )                                      -  
Cash received for subscriptions, December 2, 2003 ($.10/share)  1,295,000    1,294      128,206           (129,500 )                        -  
Issuance of stock for cash, December 5, 2003 ($.10/share)  163,160    162      16,154                                       16,316  
Issuance of stock for deferred interest, December 31, 2003 ($.10/share)  3,053,334    3,054      302,279                             $ (305,333 )    -  
Amortization of deferred interest                                            44,101     44,101  
Net loss for period                $ (998,781 )                                (998,781 ) 
Balance, December 31, 2003  49,570,864  $ 49,570  $ 1,568,198   $ (998,781 )    $  -   $  -   $ (29,400 )  $ (261,232 )  $  328,355  
Issuance of stock for cash, January 1 - December 31, 2004 ($.10/share)  7,685,416    7,686      736,331                                       744,017  
Issuance of stock for materials and equipment, June 30, 2004 ($.10/share)  208,480    208      20,656                                       20,864  
Issuance of stock for compensation and consulting, June 30, 2004 ($.10/share)  2,718,000    2,718      269,082           141,179                         412,979  
Issuance of replacement shares, December 31, 2004  1,010,014    1,010      (505 )                  (505 )                  -  
Write off uncollectible subscription receivable, December 31, 2004            (29,400 )                        29,400             -  
Amortization of deferred interest                                            261,232     261,232  
Net loss for period                  (1,346,520 )                                (1,346,520 ) 
Balance, December 31, 2004  61,192,774  $ 61,192  $ 2,564,362   $ (2,345,301 )  $ 141,179   $  (505 )  $ -     $  -   $  420,927  
Issuance of stock for cash, January 1 - July 7, 2005 ($ 11/share)  293,648    296      30,687                                       30,983  
Issuance of stock for acquisition of mining property, July 7, 2005 ($.08/share)  20,522,634    20,522    1,518,675                                       1,539,197  
Effect 2-for-1 stock split, July 7, 2005  -    -      -                                       -  
Issuance of stock for cash, July 8 - December 31, 2005 ($.21/share)  785,625    785      170,968                                       171,753  
Issuance of stock for professional fees, September 30, 2005 ($.15/share)  4,050,000    4,050      603,450                                       607,500  
Issuance of stock for exploration costs, October 15, 2005 ($.025/share)  10,030,755    10,031      240,738           (105,884 )                        144,885  
Issuance of stock for compensation, December 31, 2005 ($.025/share)  3,343,585    3,343      80,246           (35,295 )                        48,294  
Net loss for period                  (909,074 )                                (909,074 ) 
Balance, December 31, 2005  100,219,021  $ 100,219  $ 5,209,126   $ (3,254,375 )    $  -   $  (505 )  $ -     $  -   $  2,054,465  
Issuance of stock for cash, January 25, 2006 ($.02/share)  5,850,000    5,850      106,525                                       112,375  
Issuance of stock for cash, November 14, 2006 ($.02/share)  1,250,000    1,250      23,750                                       25,000  
Issuance of stock for interest, December 4, 2006 ($.02/share)  2,000,000    2,000      18,000                                       20,000  
Issuance of stock for professional fees ($.01/share)  1,019,166    1,019      9,364                   505                   10,888  
Issuance of stock for exploration costs ($.01-$.025/share)  29,580,000    29,580      311,220                                       340,800  
Net loss for period                  (717,986 )                                (717,986 ) 
Balance, December 31, 2006  139,918,187  $ 139,918  $ 5,677,985   $ (3,972,361 )    $  -   $  -   $ -     $  -   $  1,845,542  
Net loss for period                  (62,323 )                                (62,323 ) 
Balance, March 31, 2007  139,918,187  $ 139,918  $ 5,677,985   $ (4,034,684 )    $  -   $  -   $ -     $  -   $  1,783,219  
Issuance of stock for cash, May 25, 2007 ($.01/share)  900,000    900      6,300                                       7,200  
Net loss for period                  (59,697 )                                (59,697 ) 
Balance, June 30, 2007  140,818,187  $ 140,818  $ 5,684,285   $ (4,094,381 )    $  -   $  -   $ -     $  -   $  1,730,722  
Issuance of stock for acquisition of mining property, July 9, 2007 ($.01/share)  22,500,000    22500      157500                                       180,000  
Issuance of stock for professional fees, July 9, 2007 ($.01/share)  10,000    10      70                                       80  
Net loss for period                  (59,795 )                                (59,795 ) 
Balance, September 30, 2007  163,328,187  $ 163,328  $ 5,841,855   $ (4,154,176 )    $  -   $  -   $ -     $  -   $  1,851,007  

5


WESTERN SIERRA MINING CORP.
(An Exploration Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
 
  For the Nine   For the Nine     From February 25,  
  Months Ended   Months Ended     2003 (Inception)  
  Sept.   Sept.     through Sept. 30,  
  2007   2006     2007  
Operating Activities:                   
Net loss  $  (181,815 )  $  (364,694 )  $  (4,154,176 ) 
 
Adjustments to reconcile net loss to net cash                   
     useed in operating activities:                   
             Depreciation and amortization    -     -     179,492  
             Issuance of shares to founders for organization costs    -     -     14,238  
             Issuance of shares for exploration and compensation    80     75,000     1,737,935  
             Issuance of shares for interest expense    -     -     53,206  
             (Gain) Loss on disposal of assets    -     7,486     31,964  
             Amortization of deferred interest    -     -     261,232  
(Increase) decrease in assets:                   
                       Other assets    -     (21,759 )    (1 ) 
Increase (decrease) in liabilities:                   
                       Accounts payable and accrued expenses  157,500 199,303 367,500
 
             Total adjustments    157,580     260,030     2,645,566  
 
             Net cash used in operating activities    (24,235 )    (104,664 )    (1,508,610 ) 
 
Investing Activities:                   
     (Purchases) Disposals of property and equipment    (101,150 )    -     (298,494 ) 
     Cash paid for plant development costs    -     -     (844,220 ) 
             Net cash used in investing activities    (101,150 )    -     (1,142,714 ) 
 
Financing Activities:                   
     Issuance of stock for cash    7,200     117,375     2,050,978  
     Payments on borrowings    -     (6,050 )    (121,799 ) 
     Proceeds from borrowings    103,000     -     722,886  
             Net cash provided by financing activities    110,200     111,325     2,652,065  
 
Net increase in cash and cash equivalents    (15,185 )    6,661     741  
 
Cash and cash equivalents at beginning of period    15,926     395     -  
 
Cash and cash equivalents at end of period  $  741   $  7,056   $  741  
 
Supplemental cash flow information:                   
Cash paid during the period for interest  $  -   $  -   $  4,814  
 
Cash paid during the period for income taxes  $  -   $  -   $  -  
 
Noncash investing and financing activities:                   
Acquisition of vehicles and equipment by issuance of stock  $  -   $  -     124,297  
Acquisition of mining property by issuance of stock  $  -   $  -     1,539,197  
Note issued for acquisition of equipment  $  -   $  -     9,000  
Issuance of stock for deferred interest  $  -   $  -     229,000  


6


WESTERN SIERRA MINING CORP.
AN EXPLORATION STAGE COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007

NOTE 1 - Organization and Basis of Presentation

Western Sierra Mining Corp. ("Western Sierra", "the Company", "we" or "us")(formerly Global Decs Corp.) was formed in 1907 in the State of Utah to engage in gold and other precious mineral mining. The Company is a development stage enterprise.

On December 1, 2003 we entered into a Share Exchange Agreement with Western Sierra, Inc., whereby Western Sierra, Inc. became a wholly owned subsidiary of Western Sierra Mining Corp. The agreement provided for the exchange of 20,000,000 shares of the Company's common stock for 4,000,000 shares or 100% of the outstanding common stock of Western Sierra, Inc. The shareholders of Western Sierra, Inc. owned approximately 90% of the stock of Western Sierra Mining Corp. after consummation of the transaction. Western Sierra, Inc. was subsequently dissolved and all operations transferred into Western Sierra Mining Corp.

In the opinion of management, the accompanying balance sheets and related interim statements of income, cash flows, and stockholders’ equity, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Preparing financial statements requires management to make estimates and assumptions that affect the amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in the December 31, 2006 Form 10-K. For presentation purposes, certain balances contained in these notes that are either unchanged or immaterially changed for the period presented are reflected as of the previous year end, December 31, 2006.

NOTE 2 - Summary of Significant Accounting Policies

Cash and Cash Equivalents

The Company considers those short-term, highly liquid investments with original maturities of three months or less as cash and cash equivalents.

Mining, Milling and Other Property and Equipment

Mining, milling and other property and equipment is reported at cost. It is the Company's policy to capitalize costs incurred to improve and develop the mining properties. General exploration costs and costs to maintain rights and leases are expensed as incurred. Management periodically reviews the recoverability of the capitalized mineral properties and mining equipment. Management takes into consideration various information including, but not limited to, historical production records taken from previous mine operations, results of exploration activities conducted to date, estimated future prices and reports and opinions of outside consultants. When it is determined that a project or property will be abandoned or its carrying value has been impaired, a provision is made for any expected loss on the project or property.

7


WESTERN SIERRA MINING CORP.
AN EXPLORATION STAGE COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007

Depletion of mining improvements will be computed using the units of production method. The Company has made no provision for depletion for the period from February 25, 2003 (inception) to September 30, 2007 as production had not commenced.

Provision is made for depreciation of office furniture fixtures and equipment, machinery and equipment, and building. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets which are 5 to 10 years. The Company has made no provision for depreciation of the Picacho Plant in these financial statements as production has not yet commenced.

Impairment of Long-Lived Assets

In accordance with Statement of Financial Accounting Standards (“SFAS”) 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," the Company reviews its long-lived assets for impairments. Impairment losses on long-lived assets are recognized when events or changes in circumstances indicate that the undiscounted cash flows estimated to be generated by such assets are less than their carrying value and, accordingly, all or a portion of such carrying value may not be recoverable. Impairment losses then are measured by comparing the fair value of assets to their carrying amounts. The Company recognized no impairment loss at December 31, 2006.

Revenue Recognition

Revenues, if any, from sales of minerals will be recognized when earned.

Earnings Per Share

Basic (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of December 31, 2006 and December 31, 2005.

    For the Year     For the  
    Ended     Year Ended  
    December     December  
    31,     31,  
    2006     2005  
 
Loss (numerator)  $ (717,986 )  $ (909,074 ) 
Shares (denominator)    120,068,604     80,705,898  
Per share amount  $ (0.01 )  $ (0.01 ) 

 

8


WESTERN SIERRA MINING CORP.
AN EXPLORATION STAGE COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007

Income Taxes

The Company records deferred income taxes using the liability method as prescribed under the provisions of SFAS No. 109. Under the liability method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement and income tax bases of the Company's assets and liabilities. An allowance is recorded, based upon currently available information, when it is more likely than not that any or all of the deferred tax assets will not be realized. The provision for income taxes includes taxes currently payable, if any, plus the net change during the year in deferred tax assets and liabilities recorded by the Company

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Environmental Remediation Costs

Environmental remediation costs are accrued based on estimates of known environmental remediation exposure. Such accruals are recorded even if significant uncertainties exist over the ultimate cost of the remediation. It is reasonably possible that the Company's estimates of reclamation liabilities, if any, could change as a result of changes in regulations, extent of environmental remediation required, means of reclamation or cost estimates. Ongoing environmental compliance costs, including maintenance and monitoring costs, are expensed as incurred. There were no environmental remediation costs accrued at December 31, 2006.

Recently Issued Accounting Pronouncements

SFAS No. 149 “Amendment of Statement 133 on derivative instruments and hedging activities”. This statement amends and clarifies financial accounting and reporting for derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under SFAS 133, “Accounting for derivative instruments and hedging activities”.

SFAS No. 150 “Accounting for certain financial instruments with characteristics of both liabilities and equity”. This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity.

The Company believes that the above standards would not have a material impact on its financial position, results of operations or cash flows.

 

9


WESTERN SIERRA MINING CORP.
AN EXPLORATION STAGE COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007

NOTE 3 - Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of its liabilities in the normal course of business. Through September 30, 2007, the Company had incurred cumulative losses of $4,154,176 and negative working capital of $577,209 as of September 30, 2007. The Company’s successful transition from a development stage company to attaining profitable operations is dependent upon obtaining financing adequate to fulfill its exploration activities, development of its properties and achieving a level of revenues adequate to support the Company’s cost structure. Management’s plan of operations anticipates that the cash requirements for the next twelve months will be met by obtaining capital contributions through the sale of its common stock and cash flows from operations. There is no assurance that the company will be able to implement the plan.

NOTE 4 - Stockholders’ Equity

At various stages in the Company’s development we have issued shares of common stock, valued at fair market value, for services or assets with a corresponding charge to operations or property and equipment. In accordance with SFAS 123, these transactions, except for stock issued to employees, have been recorded on the Company’s books at the fair value of the consideration received or the fair value of the common stock issued, whichever is more reliably measured. The following equity transactions were recorded:

2003:
We issued 5,695,240 shares to founders for organization costs totaling $14,239.
We issued 1,686,466 shares for cash consideration totaling $843,233 of which $29,400 was subscribed but not paid as of December 31, 2003.
We issued 206,866 shares for purchase of vehicles and equipment totaling $103,433.
We issued 345,016 shares for employee compensation and expenses totaling $172,508.
On March 12, 2003 two individuals advanced us a total of $100,183. These advances were converted to common stock on August 30, 2003 at a rate of one share for each $1.00 advanced to us for a total of 200,366 shares. We also issued an additional 66,412 shares in payment of interest on the advances valued at $33,206.

On December 1, 2003 we entered into a Share Exchange Agreement with Western Sierra, Inc. whereby Western Sierra, Inc. became a wholly owned subsidiary of Western Sierra Mining Corp. (formerly Global Decs Corp.). The agreement provided for the exchange of 20,000,000 shares of the Company's common stock for 4,000,000 shares of common stock of Western Sierra, Inc. The shareholders of Western Sierra, Inc. owned approximately 90% of the stock of Western Sierra Mining Corp. after consummation of the transaction. The exchange was accounted for as a reverse acquisition. Accordingly, the combination of the two companies is recorded as a recapitalization of Western Sierra Inc., pursuant to which Western Sierra, Inc. is treated as the continuing entity. In accordance with the agreement, the board of directors of Western Sierra Mining Corp. authorized an amendment to the Articles of Incorporation to change the name of the corporation to from Global Decs Corp. to Western Sierra Mining Corp. As a result of the Share Exchange Agreement, Western Sierra, Inc. has become a wholly owned subsidiary of Western Sierra Mining Corp.

 

10


WESTERN SIERRA MINING CORP.
AN EXPLORATION STAGE COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007

We received cash of $129,500 for 259,000 shares to be issued as of December 31, 2003.

2004:
We issued 7,685,416 shares for cash consideration totaling $708,017.
We issued 208,480 shares for purchase of equipment and materials totaling $20,864.
We issued 2,718,000 shares for employee compensation totaling $271,800.

2005:
We issued 1,864,898 shares for cash totaling $202,736.
We issued 20,522,634 shares for purchase of a mining property totaling $1,539,197.
We issued 8,100,000 shares for professional fees totaling $607,500.
We issued 20,061,510 shares for exploration costs totaling $250,769.
We issued 6,687,170 shares for employee compensation totaling $83,589.
On July 7, 2005, the Company authorized a 2-for-1 stock split.

On December 31, 2005, the shareholders elected to increase the authorized common shares from 100,000,000 to 200,000,000.

2006:
From January 25 – November 14, 2006, we issued 7,100,000 shares for cash consideration totaling $137,375.
On December 4, 2006, we issued 2,000,000 shares for interest on debt totaling $20,000.
On December 4, 2006, we issued 1,019,166 shares for consulting fees totaling $10,383.
On August 6, 2006, we issued 29,580,000 shares for exploration costs totaling $340,800.

2007:
On May 25, 2007, we issued 900,000 shares for cash consideration totaling $7,200.
On July 9, 2007, we issued 22,500,000 shares as part of the purchase of a mining property totaling $180,000.
On July 9, 2007, we issued 10,000 shares for consulting fees totaling $80.

The value of shares, other than shares issued as founder’s shares, is based on the most recent market price as of
the transaction date.

NOTE 5 - Acquisition of Mining Property

On July 27, 2005, the Company entered into an agreement with ASDI, LLC, (“ASDI”), whereby the Company obtained the rights to mine barite and placer gold on certain mineral claims owned by ASDI located in Crescent Valley, Nevada, hereafter referred to as Mud Springs., in exchange for a total of 20,522,634 shares of the Company’s common stock valued at $.075 per share for a total of $1,539,137. Under the terms of the agreement, the Company will pay ASDI a royalty of $5.00 per tone for each ton of barite mined and delivered. The Company will also pay ASDI 25% of the net profits from production from all placer gold removed from the Mud Springs property. SFAS 123 specifies that this transaction be recorded on the Company’s books at the fair value of the consideration received or the fair value of the common stock issued, whichever is more reliably

 

11


WESTERN SIERRA MINING CORP.
AN EXPLORATION STAGE COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007

measured. It was determined that the Company’s stock, based on recent sales and market activity, was more reliably measured as of the date of the acquisition than the consideration received.

NOTE 6 - Mining, Milling and Other Property and Equipment

Property and equipment at December 31, consists of the following:

    2004     2005     2006  
Mining equipment  $ 49,339   $ 55,037   $ 5,698  
Shop tools and equipment    49,298     49,298     -  
Office equipment    3,597     3,597     -  
Vehicles    77,502     78,134     33,011  
Picacho plant development costs    694,106     844,220     878,648  
    873,842     1,030,286     917,357  
Less: Accumulated depreciation    (68,620 )    (106,313 )    (22,559 ) 
 
  $ 805,222   $ 923,973   $ 894,798  

The Company has made no provision for depreciation of the Picacho Plant in these financial statements as production has not yet commenced.

NOTE 7 - Related Parties

2003:
In June, 2003, the Company acquired an RV to be used as a field office from the Company’s Chairman and CEO in exchange for 15,000 shares of common stock and the assumption of $9,000 of debt payable to a bank.
In November, 2003, the Company issued 38,000 shares of common stock to the Company’s Chairman and CEO for expenses of $19,000 which he incurred on behalf of the Company and 195,416 shares of common stock for services and expenses totaling $97,708.
In June, 2003, the Company issued 90,866 shares of common stock to a shareholder in exchange for equipment totaling $45,433.
In September, 2003, the Company issued 100,200 shares of common stock to a shareholder in exchange for vehicles and equipment amounting to $50,100
In November, 2003, the Company issued 110,000 shares of common stock to the its officers and employees for services totaling $55,000.

2004:
In July, 2004, the Company issued 288,000 shares of common stock to each of its directors in exchange for services totaling $271,800.

 

12


WESTERN SIERRA MINING CORP.
AN EXPLORATION STAGE COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007

2005:

In December, 2005, the Company issued 26,748,680 shares of common stock to its officers and employees in exchange for services totaling $334,358. Also in December, 2005, the Company approved two year employment contracts for the CEO and CFO at their current salary levels.

2006:

In January and December, the Company issued a total of 29,580,000 shares to its officers and employees in exchange for services totaling $340,800.

NOTE 8 - Notes Payable        December 31,       
    2004    2005    2006  
Notes payable to shareholders, unsecured,               
due October 23 - November 14, 2004,               
interest of 100% payable in shares of the               
Company’s common stock  $ 168,500  $ 113,500  $ 107,450  
 
Notes payable to two shareholders, unsecured,               
due January 2, 2008, bearing no interest    286,928    286,928    286,928  
 
    455428    400,428    394,378  
Less: Current portion    (168,500)   (113,500)   (107,450 ) 
 
Long-Term Debt  $  286,298  $ 286,298  $ 286,928  

Maturities of long-term debt are as follows:     
                   2010    286,298 
 
                   Total  $  286,298 

During 2004, we received a total of $286,298 in loan proceeds from two shareholders. The loans bear no interest and are payable January 2, 2010.

NOTE 9 - Income Taxes

The Company has adopted FASB 109 to account for income taxes. The Company currently has no issue that creates timing differences that would mandate deferred tax expense. Net operating losses would create possible tax assets in future years. Due to the uncertainty as to the utilization of net operating loss carry forwards, an evaluation allowance has been made to the extent of any tax benefit that net operating losses may generate. No provision for income taxes has been recorded due to the net operating loss carryforward of $3,972,361 as of December 31, 2006 that will be offset against further taxable income. No tax benefit has been reported in the financial statements.

 

13


WESTERN SIERRA MINING CORP.
AN EXPLORATION STAGE COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007

Deferred tax assets and the valuation account as of December 31, 2005 and 2006 are as follows:

    2005     2006  
                   Deferred tax asset:             
                                       Net operating loss carryforward  $  1,301,000   $  1,589,000  
                                       Valuation allowance    (1,301,000 )    (1,589,000 ) 
  $           -   $  -  
 
The components of income tax expense are as follows:           
    2005     2006  
                   Current Federal Tax  $  -   $  -  
                   Current State Tax    -     -  
                   Change in NOL benefit    (363,000 )    (288,000 ) 
                   Change in allowance  $  363,000   $  288,000  
  $  -   $  -  

The Company has incurred losses that can be carried forward to offset future earnings if conditions of the Internal Revenue Codes are met. These losses are as follows:

      Expiration 
Year of Loss    Amount     Date 
 
2003  $ 999,000  2023 
2004    1,346,000  2024 
2005    909,000  2025 
2006    718,000  2026 


14


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

     This report contains forward-looking statements that involve risks and uncertainties, including statements regarding our plans, objectives, goals, strategies and financial performance. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of factors set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations- Cautionary Statement for forward-Looking Information” and elsewhere in this report. Unless the context otherwise requires, “Western”, the Company, “we” “our” and “us” refer to Western Sierra Mining Corp.

Results of Operations

Mud Springs

On July 27, 2005, the Company entered into an agreement with ASDI, LLC, (“ASDI”), whereby the Company obtained the rights to mine barite and placer gold on certain mineral claims owned by ASDI located in Crescent Valley, Nevada, hereafter referred to as Mud Springs., in exchange for a total of 20,522,634 shares of the Company’s common stock valued at $.075 per share for a total of $1,539,137. Under the terms of the agreement, the Company will pay ASDI a royalty of $5.00 per tone for each ton of barite mined and delivered. The Company will also pay ASDI 25% of the net profits from production from all placer gold removed from the Mud Springs property.

Need For Additional Financing. The Company has very limited funds, and such funds may not be adequate to complete our joint-venture contract mining project at Mud Springs, nor to develop any additional concessions that we may be able to acquire. We plan to use the cash flow from the contract mining to construct the facility and to ensure the development of Mud Springs. In the event there is any delay in the operation of the plant or for any reason it does not provide the income expected, we would need to seek outside capital to complete the project. Even with the best possible outcome at the Mud Springs, the ultimate success of the Company may depend upon our ability to raise additional capital. The Company has not investigated the availability, source, or terms that might govern the acquisition of additional capital and will not do so until we can determines a need for additional financing. If additional capital is needed, there is no assurance that funds will be available from any source or, if available, that they can be obtained on terms acceptable to the Company. If not available, the Company's operations will be limited to those that can be financed with its modest capital.

Revenues.

We generated no revenues from mining operations during the quarter ended September 30 2007.

 

15


Net Income (Loss)

     Our net loss for the three months ended September 30, 2007 was $59,795 of which $0 was non-cash related resulting in a cash cost of $59,795. Our net loss for the three months ended September 30, 2006 was $9,444 of which $0 was non-cash related resulting in a cash cost of $9,444.

As of September 30, 2007, we had negative working capital of approximately $577,209.

     There is no assurance whatsoever that we will generate any operating revenues during the fourth quarter of 2007 or that any of our proposed plans to raise capital and otherwise fund operations will prove successful. Our inability to obtain sufficient funding will delay our planned operations or, possibly, force us to go out of business.

General and Administrative Expenses

     During the quarter ended September 30, 2007 we expended $59,795 up 633% from the same quarter of the previous year total of $9,444 for general and administrative costs.

Litigation

     The Company is not subject to any pending litigation and has no indication of any disputes arising from our current operations.

Off-Balance Sheet Arrangements

     We do not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Cautionary Statement for Forward Looking Information

Some information contained in or incorporated by reference into this report on Form 10-QSB may contain "forward-looking statements," as defined in Section 21 E of the Securities and Exchange Act of 1934. These statements include comments regarding exploration and mine development and construction plans, costs, grade, production and recovery rates, permitting, financing needs, the availability of financing on acceptable terms or other sources of funding, and the timing of additional tests, feasibility studies and environmental permitting. The use of any of the words "anticipate," "continue," "estimate," "expect," "may," "will, "project," "should," "believe" and similar expressions are intended to identify uncertainties. We believe the expectations reflected in those forward-looking statements are reasonable. However, we cannot assure you that these expectations will prove to be correct. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and other factors set forth in, including the section "Issues and Uncertainties" below, or incorporated by reference into, this report.

16


Our forward-looking statements are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. However, we cannot assure you that management’s expectations, beliefs and projections will result or be achieved or accomplished. Our forward-looking statements apply only as of the date made. Except as required by law, we undertake no obligation to publicly update or revise forward-looking statements which may be made to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.

There are a number of risks and uncertainties that could cause actual results to differ materially from those set forth in, contemplated by or underlying the forward-looking statements contained in this report. These risks include, but are not limited to, dependence on a single mining project, our need for financing, potential delays in development of projects, imprecision of estimates, uncertainty of government subsidies, volatility of gold prices, currency fluctuations, international political instability, our significant indebtedness, risks associated with mining activities, risks of development in foreign countries, environmental and other laws and regulations, competition, our reliance upon key executives. Each of these risks and certain other uncertainties are discussed in more detail in our Annual Report on Form 10-KSB for the year ended December 31, 2005. There may also be other factors, including those discussed elsewhere in the report that may cause our actual results to differ materially from the forward-looking statements. Any forward-looking statements made by or on our behalf should be considered in light of these factors.

Many of those factors are beyond our ability to control or predict. You should not unduly rely on these forward-looking statements. These statements speak only as of the date of this report on Form 10-QSB. Except as required by law, we are not obligated to publicly release any revisions to these forward-looking statements to reflect future events or developments. All subsequent written and oral forward-looking statements attributable to our Company and persons acting on our behalf are qualified in their entirety by the cautionary statements contained in this section and elsewhere in this report and on Form 10-KSB.

Gold Price Risk

     The results of our operations from residual gold production are affected significantly by the market price of gold. Gold prices are influenced by numerous factors over which we have no control, including expectations with respect to the rate of inflation, the relative strength of the U.S. dollar and other currencies, interest rates, global or regional political or economic crises, demand for gold for jewelry and industrial products and sales by holders and products of gold in response to these factors.


ITEM 4. CONTROLS AND PROCEDURES

There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. Michael Chaffee, our Chief Executive Officer and Dennis Atkins, our Chief Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based on that evaluation, taking into account our limited resources and current business operations, they concluded that the disclosure controls and procedures are effective in ensuring that all material information required to be filed in this annual report has been made known to them in a timely fashion. There have been no significant changes in internal controls, or in other factors that could significantly affect internal controls, subsequent to the date they completed their evaluation.

 

17


PART II. OTHER INFORMATION


ITEM 5. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no maters submitted to a vote of the security holders during the quarter ending September 31, 2007.


ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K

a. List of Exhibits

Exhibit No.                     Description 
31.1  Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002 
 
31.2  Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002 
 
32.1  Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002 
 
32.2  Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 

No reports on Form 8-K were filed by the Company during the quarter ending September 30, 2006.


SIGNATURES

     In accordance with Section 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.

                                  WESTERN SIERRA MINING CORP.

  By:  /s/ Michael M. Chaffee 
    Michael M. Chaffee 
    President and Chief Executive Officer 
 
    Dated: October 24, 2008 

 

18



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10QSB’ Filing    Date    Other Filings
1/2/10
Filed as of:10/31/08
Filed on:10/30/08
10/24/0810-K
1/2/08
12/31/0710-K
For Period End:9/30/07
7/9/07
6/30/0710QSB
5/25/07
3/31/0710QSB
12/31/0610-K
12/4/06
11/14/06
9/30/0610QSB
8/6/06
1/25/06
12/31/0510-K
10/15/05
9/30/0510QSB
7/27/05
7/7/05
12/31/0410-K,  NT 10-K
11/14/04
6/30/04NT 10-Q
12/31/0310KSB,  10KSB/A,  NT 10-K
12/5/03
12/2/03
12/1/03
11/1/03
10/1/03
9/15/03
8/30/03
3/12/03
2/25/03
2/15/03
 List all Filings 
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