4
As filed with the Securities and Exchange Commission on
February 6, 1997
Registration No. _______________
____________________________________________________________
_________________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of
1934
SILVER RAMONA MINING COMPANY
(Name of Small Business Issuer in its Charter)
Idaho
(State or other
jurisdiction of
incorporation or
organization)
82-0290939
(I.R.S. Employer
Identification No.)
211 West Elder Avenue, Kellogg, Idaho 83837
(Address of principal executive offices)
(Zip Code)
Issuers telephone number: (208) 786-7527
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each
exchange on which
to be so registered each class is
to be registered
N/A N/A
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $0.10 per share
(Title of Class)
____________________________________________________________
_________________________
SILVER RAMONA MINING COMPANY
FORM 10-SB
TABLE OF CONTENTS
PART 1
Page
Item 1. Description of Business . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . 3
Item 2. Managements Discussion and Analysis or Plan
of Operation . . . . . . . . 8
Item 3. Description of Property . . . . . . . . . . . . .
. . . . . . . . . . . . . . .. . . . . . . . 9
Item 4. Security Ownership of Certain Beneficial Owners
and Management . . . 9
Item 5. Directors, Executive Officers, Promoters and
Control Persons . . . . . . . 10
Item 6. Executive Compensation . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . 11
Item 7. Certain Relationships and Related Transactions . .
. . . . . . . . . . . . . . . . 12
Item 8. Description of Securities . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . 12
PART II
Item 1. Market Price of and Dividends on the Registrants
Common Equity
and Other Shareholder Matters . . . . . . . .
. . . . . . . . . . . . . . . . 12
Item 2. Legal Proceedings . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . 14
Item 3. Changes in and Disagreements with Accountants . .
. . . . . . . . . . . . . . . 14
Item 4. Recent Sales of Unregistered Securities . . . . .
. . . . . . . . . . . . . . . . . . . 14
Item 5. Indemnification of Directors and Officers . . . .
. . . . . . . . . . . . . . . . . . . 14
PART F/S
Financial Statements . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . 16
PART III
Item 1. Index to Exhibits . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . 43
Item 2. Description of Exhibits . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . 43
PART I
Item 1. Description of Business
Business Development
SILVER RAMONA MINING COMPANY (the "Company") was
organized on May 25, 1967 under the laws of the State of
Idaho, having the stated purpose of engaging in the mining
business, with general enumeration of activities related to
the conduct of such business, but with the further provision
that the Company may engage in any lawful activities,
without limitation. The Company was formed with the
contemplated purpose to engage in investment and business
development operations related to mineral research and
exploration. All these activities had ceased before 1984.
The Company raised $75,000 by means of an intrastate
offering of 500,000 shares of its common stock in Idaho
only, pursuant to an exemption under Idaho State Law (Idaho
Security Act of 1967, Section 30-1424), effective April 30,
1968, which offering was fully subscribed within the year of
1968. Other shares totaling 1,200,000 were issued for
mining claims held by the promoters, and the balance of
10,300 shares were issued for cash from the promoters, and
for legal services apparently related to the offering. The
mining claims consisted of 22 unpatented claims in the
Evolution Mining District of Shoshone County, Idaho, in the
general vicinity of Osburn, Idaho. Proceeds from the
offering were invested in mining development costs
(geologists, surveys, surface cuts, drilling, cleaning
existing tunnels, and related administrative costs) on these
and other leased mining claims. All these transactions were
completed on or before December 31, 1968. Additional shares
totaling 197,684 were issued in subsequent years, to related
parties such as the officers and directors, in exchange for
expenses advanced on behalf of the Company. See the
discussion under Legal Proceedings, Infra, at Part II Item
2, with regard to the legal status of this offering and
other share transactions.
After expending approximately $157,000 on mining claims
acquisition and exploration, the Company retained a mining
development firm to locate additional claims, from which the
company recorded an account receivable for shared
exploration and discovery costs of $4,382 in 1969. No
mining revenues were ever recorded, and this receivable was
never collected and was finally written off in 1984. The
Company had nominal interest revenue from cash held in
certificates of deposit in the years 1969 through 1971, but
has never received revenues from any other source throughout
its existence. All cash was exhausted by 1972, and the
Company effectively ceased doing business as of that year.
All mining claims were abandoned on or before the 1983
fiscal year, and had expired by operation of law by 1984.
The original promoters are the present officers and
directors. These four persons still control the Company,
owning approximately sixty-three percent (63%) of the
outstanding shares, with all other shareholders owning less
than five percent (5%). See the discussion under Security
Ownership of Certain Beneficial Owners and Management,
Infra, at Part I, Item 4. There are no formal consulting
agreements outstanding with the promoters, nor any other
parties.
The Company never engaged in any active trade or
business throughout the period from 1974 on, if not earlier,
until just recently. On March 15, 1997, the directors
determined that the Company should become active in seeking
potential operating businesses and business opportunities
with the intent to acquire or merge with such businesses.
The Company then began to consider and investigate potential
business opportunities. The Company is considered a
development stage company and, due to its status as a
shell corporation, its principal business purpose is to
locate and consummate a merger or acquisition with a private
entity. Because of the Company's current status having no
assets and no recent operating history, in the event the
Company does successfully acquire or merge with an operating
business opportunity, it is likely that the Company's
present shareholders will experience substantial dilution
and there will be a probable change in control of the
Company.
The Company is voluntarily filing its registration
statement on Form 10-SB in order to make information
concerning itself more readily available to the public.
Management believes that being a reporting company under the
Securities Exchange Act of 1934, as amended (the Exchange
Act), could provide a prospective merger or acquisition
candidate with additional information concerning the
Company. In addition, management believes that this might
make the Company more attractive to an operating business
opportunity as a potential business combination candidate.
As a result of filing its registration statement, the
Company is obligated to file with the Commission certain
interim and periodic reports including an annual report
containing audited financial statements. The Company
intends to continue to voluntarily file these periodic
reports under the Exchange Act even if its obligation to
file such reports is suspended under applicable provisions
of the Exchange Act.
Any target acquisition or merger candidate of the
Company will become subject to the same reporting
requirements as the Company upon consummation of any such
business combination. Thus, in the event that the Company
successfully completes an acquisition or merger with another
operating business, the resulting combined business must
provide audited financial statements for at least the two
most recent fiscal years or, in the event that the combined
operating business has been in business less than two years,
audited financial statements will be required from the
period of inception of the target acquisition or merger
candidate.
The Company's principal executive offices are located
at 211 West Elder Avenue, Kellogg, Idaho, 83837, and its
telephone number is (208) 786-7572.
Business of Issuer
The Company has no recent operating history and no
representation is made, nor is any intended, that the
Company will be able to carry on future business activities
successfully. Further, there can be no assurance that the
Company will have the ability to acquire or merge with an
operating business, business opportunity or property that
will be of material value to the Company.
Management plans to investigate, research and, if
justified, potentially acquire or merge with one or more
businesses or business opportunities. The Company currently
has no commitment or arrangement, written or oral, to
participate in any business opportunity and management
cannot predict the nature of any potential business
opportunity it may ultimately consider. Management will have
broad discretion in its search for and negotiations with any
potential business or business opportunity.
Sources of Business Opportunities
The Company intends to use various sources in its
search for potential business opportunities including its
officers and directors, consultants, special advisors,
securities broker-dealers, venture capitalists, members of
the financial community and others who may present
management with unsolicited proposals. Because of the
Company's lack of capital, it may not be able to retain on a
fee basis professional firms specializing in business
acquisitions and reorganizations. Rather, the Company will
most likely have to rely on outside sources, not otherwise
associated with the Company, that will accept their
compensation only after the Company has finalized a
successful acquisition or merger. To date, the Company has
not engaged nor entered into any definitive, agreements nor
understandings regarding retention of any consultant to
assist the Company in its search for business opportunities,
nor is management presently in a position to actively seek
or retain any prospective consultants for these purposes.
The Company does not intend to restrict its search to
any specific kind of industry or business. The Company may
investigate and ultimately acquire a venture that is in its
preliminary or development stage, is already in operation,
or in various stages of its corporate existence and
development. Management cannot predict at this time the
status or nature of any venture in which the Company may
participate. A potential venture might need additional
capital or merely desire to have its shares publicly traded.
The most likely scenario for a possible business arrangement
would involve the acquisition of, or merger with, an
operating business that does not need additional capital,
but which merely desires to establish a public trading
market for its shares. Management believes that the Company
could provide a potential public vehicle for a private
entity interested in becoming a publicly held corporation
without the time and expense typically associated with an
initial public offering.
Evaluation
Once the Company has identified a particular entity as
a potential acquisition or merger candidate, management will
seek to determine whether acquisition or merger is warranted
or whether further investigation is necessary. Such
determination will generally be based on management's
knowledge and experience, or with the assistance of outside
advisors and consultants evaluating the preliminary
information available to them. Management may elect to
engage outside independent consultants to perform
preliminary analysis of potential business opportunities.
However, because of the Company's lack of capital it may not
have the necessary funds for a complete and exhaustive
investigation of any particular opportunity.
In evaluating such potential business opportunities,
the Company will consider, to the extent relevant to the
specific opportunity, several factors including potential
benefits to the Company and its shareholders; working
capital, financial requirements and availability of
additional financing; history of operation, if any; nature
of present and expected competition; quality and experience
of management; need for further research, development or
exploration; potential for growth and expansion; potential
for profits; and other factors deemed relevant to the
specific opportunity.
Because the Company has not located or identified any
specific business opportunity as of the date hereof, there
are certain unidentified risks that cannot be adequately
expressed prior to the identification of a specific business
opportunity. There can be no assurance following
consummation of any acquisition or merger that the business
venture will develop into a going concern or, if the
business is already operating, that it will continue to
operate successfully. Many of the potential business
opportunities available to the Company may involve new and
untested products, processes or market strategies which may
not ultimately prove successful.
Form of Potential Acquisition or Merger
Presently, the Company cannot predict the manner in
which it might participate in a prospective business
opportunity. Each separate potential opportunity will be
reviewed and, upon the basis of that review, a suitable
legal structure or method of participation will be chosen.
The particular manner in which the Company participates in a
specific business opportunity will depend upon the nature of
that opportunity, the respective needs and desires of the
Company and management of the opportunity, and the relative
negotiating strength of the parties involved. Actual
participation in a business venture may take the form of an
asset purchase, lease, joint venture, license, partnership,
stock purchase, reorganization, merger or consolidation. The
Company may act directly or indirectly through an interest
in a partnership, corporation, or other form of
organization, however, the Company does not intend to
participate in opportunities through the purchase of
minority stock positions.
Because of the Companys current status and inactive
status for at least the prior fourteen years, and its
concomitant lack of assets or relevant operating history, it
is likely that any potential merger or acquisition with
another operating business will require substantial dilution
of the Companys existing shareholders. There will probably
be a change in control of the Company, with the incoming
owners of the targeted merger or acquisition candidate
taking over control of the Company. Management has not
established any guidelines as to the amount of control it
will offer to prospective business opportunity candidates,
since this issue will depend to a large degree on the
economic strength and desirability of each candidate, and
corresponding relative bargaining power of the parties.
However, management will endeavor to negotiate the best
possible terms for the benefit of the Companys shareholders
as the case arises.
Management does not have any plans to borrow funds to
compensate any persons, consultants, promoters, or
affiliates in conjunction with its efforts to find and
acquire or merge with another business opportunity.
Management does not have any plans to borrow funds to pay
compensation to any prospective business opportunity, or
shareholders, management, creditors, or other potential
parties to the acquisition or merger. In either case, it is
unlikely that the Company would be able to borrow
significant funds for such purposes from any conventional
lending sources. In all probability, a public sale of the
Companys securities would also be unfeasible, and
management does not contemplate any form of new public
offering at this time. In the event that the Company does
need to raise capital, it would most likely have to rely on
the private sale of its securities. Such a private sale
would be limited to persons exempt under the Commissions
Regulation D or other rule or provision for exemption, if
any applies. However, no private sales are contemplated by
the Companys management at this time. If a private sale of
the Companys securities is deemed appropriate in the
future, management will endeavor to acquire funds on the
best terms available to the Company. However, there can be
no assurance that the Company will be able to obtain funding
when and if needed, or that such funding, if available, can
be obtained on terms reasonable or acceptable to the
Company. The Company does not anticipate using Regulation S
promulgated under the Securities Act of 1933 to raise any
funds any time within the next year, subject only to its
potential applicability after consummation of a merger or
acquisition. Although not presently anticipated by
management, there is a remote possibility that the Company
might sell its securities to its management or affiliates.
In the event of a successful acquisition or merger, a
finders fee, in the form of cash or securities of the
Company, may be paid to persons instrumental in facilitating
the transaction. The Company has not established any
criteria or limits for the determination of a finders fee,
although most likely an appropriate finders fee will be
negotiated between the parties, including the potential
business opportunity candidate, based upon economic
considerations and reasonable value as estimated and
mutually agreed at that time. A finders fee would only be
payable upon completion of the proposed acquisition or
merger in the normal case, and management does not
contemplate any other arrangement at this time. Management
has not actively undertaken a search for, nor retention of,
any finders fee arrangement with any person. It is
possible that a potential merger or acquisition candidate
would have its own finders fee arrangement, or other
similar business brokerage or investment banking
arrangement, whereupon the terms may be governed by a pre-
existing contract; in such case, the Company may be limited
in its ability to affect the terms of compensation, but most
likely the terms would be disclosed and subject to approval
pursuant to submission of the proposed transaction to a vote
of the Companys shareholders. Management cannot predict
any other terms of a finders fee arrangement at this time.
It would be unlikely that a finders fee payable to an
affiliate of the Company would be proposed because of the
potential conflict of interest issues. If such a fee
arrangement was proposed, independent management and
directors would negotiate the best terms available to the
Company so as not to compromise the fiduciary duties of the
affiliate in the proposed transaction, and the Company would
require that the proposed arrangement would be submitted to
the shareholders for prior ratification in an appropriate
manner.
Management does not contemplate that the Company would
acquire or merge with a business entity in which any
affiliates of the Company have an interest. Any such
related party transaction, however remote, would be
submitted for approval by an independent quorum of the Board
of Directors and the proposed transaction would be submitted
to the shareholders for prior ratification in an appropriate
manner. None of the Companys managers, directors, or other
affiliated parties have had any contact, discussions, or
other understandings regarding any particular business
opportunity at this time, regardless of any potential
conflict of interest issues. Accordingly, the potential
conflict of interest is merely a remote theoretical
possibility at this time.
Rights of Shareholders
It is presently anticipated by management that prior to
consummating a possible acquisition or merger, the Company
will seek to have the transaction ratified by shareholders
in the appropriate manner. Most likely, this would require
a general or special shareholders meeting called for such
purpose, wherein all shareholders would be entitled to vote
in person or by proxy. In the notice of such a
shareholders meeting and proxy statement, the Company will
provide shareholders complete disclosure documentation
concerning a potential acquisition of merger candidate,
including financial information about the target and all
material terms of the acquisition or merger transaction.
Under Idaho Corporate Law, which is not modified by the
articles of incorporation nor by-laws of the Company, a
simple majority vote of shareholders participating in person
or by proxy in a duly-noticed and authorized meeting of
shareholders, constituting a quorum (i.e., simple majority)
of shareholders eligible to vote, is required for
ratification of any such resolution put before the
shareholders.
Competition
Because the Company has not identified any potential
acquisition or merger candidate, it is unable to evaluate
the type and extent of its likely competition. The Company
is aware that there are several other public companies with
only nominal assets that are also searching for operating
businesses and other business opportunities as potential
acquisition or merger candidates. The Company will be in
direct competition with these other public companies in its
search for business opportunities and, due to the Company's
lack of funds, it may be difficult to successfully compete
with these other companies.
Employees
As of the date hereof, the Company does not have any
paid employees and has no plans for retaining employees
until such time as the Company's business warrants the
expense, or until the Company successfully acquires or
merges with an operating business. The Officers are
employees at-will, but lack any compensation agreements at
this time, and are not being paid. The Company may find it
necessary to periodically hire part-time clerical help on an
as-needed basis.
Facilities
The Company is currently using as its principal place
of business the business offices of a director, Duane S.
Little, located in Kellogg, Idaho. Although the Company has
no written agreement and pays no rent for the use of this
facility, it is contemplated that at such future time as an
acquisition or merger transaction may be completed, the
Company will secure commercial office space from which it
will conduct its business. Until such an acquisition or
merger, the Company lacks any basis for determining the
kinds of office space or other facilities necessary for its
future business. The Company has no current plans to secure
such commercial office space. It is also possible that a
merger or acquisition candidate would have adequate existing
facilities upon completion of such a transaction, and the
Companys principal offices may be transferred to such
existing facilities.
Industry Segments
No information is presented regarding industry
segments. The Company is presently a development stage
company seeking a potential acquisition of or merger with a
yet to be identified business opportunity. Reference is made
to the statements of income included herein in response to
Part F/S of this Form 10-SB for a report of the Company's
operating history for the past two fiscal years.
Item 2. Management's Discussion and Analysis or Plan of
Operation
The Company is considered a development stage company
with no assets or capital and with no operations or income
since 1974. The costs and expenses associated with the
preparation and filing of this registration statement and
other operations of the Company have been paid for by a
shareholder and an unpaid consultant of the Company,
specifically Dale B. Lavigne and H. DeWorth Williams (see
Item 4, Security Ownership of Certain Beneficial Owners and
Management - Dale B. Lavigne). It is anticipated that the
Company will require only nominal capital to maintain the
corporate viability of the Company and necessary funds will
most likely be provided by the Company's existing
shareholders or its officers and directors in the immediate
future. However, unless the Company is able to facilitate an
acquisition of or merger with an operating business or is
able to obtain significant outside financing, there is
substantial doubt about its ability to continue as a going
concern.
In the opinion of management, inflation has not and
will not have a material effect on the operations of the
Company until such time as the Company successfully
completes an acquisition or merger. At that time, management
will evaluate the possible effects of inflation on the
Company as it relates to its business and operations
following a successful acquisition or merger.
Plan of Operation
During the next twelve months, the Company will
actively seek out and investigate possible business
opportunities with the intent to acquire or merge with one
or more business ventures. In its search for business
opportunities, management will follow the procedures
outlined in Item 1 above. Because the Company lacks finds,
it may be necessary for the officers and directors to either
advance funds to the Company or to accrue expenses until
such time as a successful business consolidation can be
made. Management intends to hold expenses to a minimum and
to obtain services on a contingency basis when possible.
Further, the Company's directors will defer any compensation
until such time as an acquisition or merger can be
accomplished and will strive to have the business
opportunity provide their remuneration. However, if the
Company engages outside advisors or consultants in its
search for business opportunities, it may be necessary for
the Company to attempt to raise additional funds. As of the
date hereof, the Company has not made any arrangements or
definitive agreements to use outside advisors or consultants
or to raise any capital. In the event the Company does need
to raise capital most likely the only method available to
the Company would be the private sale of its securities.
Because of the nature of the Company as a development stage
company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from
either a commercial or private lender. There can be no
assurance that the Company will be able to obtain additional
funding when and if needed, or that such funding, if
available, can be obtained on terms acceptable to the
Company.
The Company does not intend to use any employees, with
the possible exception of part-time clerical assistance on
an as-needed basis. Outside advisors or consultants will be
used only if they can be obtained for minimal cost or on a
deferred payment basis. Management is confident that it will
be able to operate in this manner and to continue its search
for business opportunities during the next twelve months.
Item 3. Description of Property
The information required by this Item 3 is not
applicable to this Form 10-SB due to the fact that the
Company does not own or control any material property.
Item 4. Security Ownership of Certain Beneficial Owners
and Management
The following table sets forth information, to the best
knowledge of the Company as of February 6, 1997, with
respect to each person known by the Company to own
beneficially more than 5% of the Company's outstanding
common stock, each director of the Company and all directors
and officers of the Company as a group.
Name and Address of Amount and Nature of
Percent
Beneficial Owner Beneficial Ownership
of Class
Dale B. Lavigne 299,500
15.7%
Box A
Osburn, Idaho 83849
Lewis J. Lavigne 300,000 15.7%
HC-01 Box 188
Kellogg, Idaho 83837
Duane E. Little 300,000
15.7%
211 W. Elder
Kellogg, Idaho 83837
Robert S. Turnbow 300,000 15.7%
111 Elder Street
Kellogg, Idaho 83837
_____________ ___________
Total: 1,199,500
62.8%
Management:
The preceding shareholders also constitute all managers and
directors of the Company.
- --------------------------------
Note: The Company has been advised that each of the persons
listed above has sole voting power over the shares indicated
above. Percent of Class (third column above) is based on
1,907,984 shares of common stock outstanding on February 6,
1997.
Item 5. Directors, Executive Officers, Promoters and
Control Persons
The directors and executive officers of the Company and
their respective ages are as follows:
Name Age Position
Robert S. Turnbow 79 President and
Director
Dale B. Lavigne 66 Secretary-Treasurer
and Director
Lewis J. Lavigne 72 Director
Duane E. Little 59 Director
All directors hold office until the next annual meeting
of stockholders and until their successors have been duly
elected and qualified. There are no agreements with respect
to the election of directors. The Company has not
compensated its directors for service on the Board of
Directors or any committee thereof. As of the date hereof,
no director has accrued any expenses or compensation.
Officers are appointed annually by the Board of Directors
and each executive officer serves at the discretion of the
Board of Directors. The Company does not have any standing
committees at this time.
No director, officer, affiliate or promoter of the
Company has, within the past five years, filed any
bankruptcy petition, been convicted in or been the subject
of any pending criminal proceedings, or is any such person
the subject or any order, judgment or decree involving the
violation of any state or federal securities laws.
The business experience of each of the persons listed
above during the past five years is as follows:
Robert S. Turnbow is the President of the Company, and
has been a director of the Company since its inception on
May 25, 1967. For the last five years (and previously), Mr.
Turnbow has served as a director of several other small
mining companies in Idaho. He is also a retired motel owner
and operator. Mr. Turnbow has over 25 years of mining
industry experience.
Dale B. Lavigne is the Secretary and Treasurer of the
Company, and has been a director of the Company since its
inception on May 25, 1967. For the last five years (and
previously), Mr. Lavigne worked as an officer or director of
numerous mining companies, including the Metropolitan Mines
Corporation. He is also president, director and major
shareholder of Osburn Drug Company of Osburn, Idaho. Mr.
Lavigne attended the University of Montana, where he earned
his degree as a pharmacist.
Lewis J. Lavigne has been a director of the Company
since its inception on May 25, 1967. He has over 25 years
of experience in management of the Company and other small
mining enterprises, and in recent years has also worked as a
director of several other small mining companies in Idaho.
He is also an officer, director and shareholder of Osburn
Drug Company of Osburn, Idaho. He studied for several years
at the University of Idaho, and is a retired metalurgical
accountant by training.
Duane E. Little has been a director of the Company
since its inception on May 25, 1967. He has over 25 years of
experience in management of the Company, and in recent years
has also worked as a director of several other mining
companies. He has also held the position of Shoshone County
Assessor since 1975. He studied business and applied
science at the University of Idaho, where he received a
bachelors degree.
Item 6. Executive Compensation
The Company has not had a bonus, profit sharing, or
deferred compensation plan for the benefit of its employees,
officers or directors. The Company has not paid any salaries
or other compensation to its officers, directors or
employees for the years ended December 31, 1995 and 1996,
nor at any time during 1997. Further, the Company has not
entered into an employment agreement with any of its
officers, directors or any other persons and no such
agreements are anticipated in the immediate future. It is
intended that the Company's directors will defer any
compensation until such time as an acquisition or merger can
be accomplished and will strive to have the business
opportunity provide their remuneration. As of the date
hereof, no person has accrued any compensation from the
Company.
Item 7. Certain Relationships and Related Transactions
During the Company's last two fiscal years, there have
not been any transactions between the Company and any
officer, director, nominee for election as director, or any
shareholder owning greater than five percent (5%) of the
Company's outstanding shares, nor any member of the above
referenced individuals' immediate family.
Item 8. Description of Securities
Common Stock
The Company is authorized to issue 3,000,000 shares of
common stock, no par value, of which 1,907,984 shares are
issued and outstanding as of the date hereof. All shares of
common stock have equal rights and privileges with respect
to voting, liquidation and dividend rights. Each share of
common stock entitles the holder thereof to (i) one non-
cumulative vote for each share held of record on all matters
submitted to a vote of the stockholders; (ii) to participate
equally and to receive any and all such dividends as may be
declared by the Board of Directors out of funds legally
available therefor; and (iii) to participate pro rata in any
distribution of assets available for distribution upon
liquidation of the Company. Stockholders of the Company have
no pre-emptive rights to acquire additional shares of common
stock or any other securities. The common stock is not
subject to redemption and carries no subscription or
conversion rights. All outstanding shares of common stock
are fully paid and non-assessable.
Preferred Stock
The Company does not have any preferred stock,
authorized or issued.
PART II
Item 1. Market Price of and Dividends on the
Registrants Common Equity and Other Shareholder Matters
No shares of the Company's common stock have previously
been registered with the Securities and Exchange Commission
(the "Commission") or any state securities agency or
authority. The Company has made an application to the NASD
for the Company's shares to be quoted on the OTC Bulletin
Board. The Company's application to the NASD consists of
current corporate information, financial statements and
other documents as required by Rule 15c2-1-1 of the
Securities Exchange Act of 1934, as amended. Inclusion on
the OTC Bulletin Board permits price quotations for the
Company's shares to be published by such service. The
Companys common shares are currently quoted at one-eighth
(1/8th), but there has not been any reported trading
activity at that price. The Company is not aware of any
established trading market for its common stock nor is there
any record of any reported trades in the public market in
recent years. The Company's common stock has never traded in
a public market since the 1970s, when only nominal trading
had taken place.
If and when the Company's common stock is traded in the
over-the-counter market, most likely the shares will be
subject to the provisions of Section 15(g) and Rule 15g-9 of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), commonly referred to as the "penny stock"
rule. Section 15(g) sets forth certain requirements for
transactions in penny stocks and Rule 15g-9(d)(l)
incorporates the definition of penny stock as that used in
Rule 3a51-1 of the Exchange Act.
The Commission generally defines penny stock to be any
equity security that has a market price less than $5.00 per
share, subject to certain exceptions. Rule 3a51-1 provides
that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national
securities exchange meeting specified criteria set by the
Commission; authorized for quotation on The NASDAQ Stock
Market; issued by a registered investment company; excluded
from the definition on the basis of price (at least $5.00
per share) or the issuer's net tangible assets; or exempted
from the definition by the Commission. If the Company's
shares are deemed to be a penny stock, trading in the shares
will be subject to additional sales practice requirements on
broker-dealers who sell penny stocks to persons other than
established customers and accredited investors, generally
persons with assets in excess of $1,000,000 or annual income
exceeding $200,000, or $300,000 together with their spouse.
For transactions covered by these rules, broker-dealers
must make a special suitability determination for the
purchase of such securities and must have received the
purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a
penny stock, unless exempt, the rules require the delivery,
prior to the first transaction, of a risk disclosure
document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the
broker-dealer and the registered representative, and current
quotations for the securities. Finally, monthly statements
must be sent disclosing recent price information for the
penny stocks held in the account and information on the
limited market in penny stocks. Consequently, these rules
may restrict the ability of broker-dealers to trade and/or
maintain a market in the Company's common stock and may
affect the ability of shareholders to sell their shares.
As of February 6, 1997 there were 371 holders of record
of the Company's common stock.
As of the date hereof, the Company has issued and
outstanding 1,907,984 shares of common stock. Of this total,
all shares were issued in transactions more than two years
ago. Thus, all shares issued more than two years ago and
may be sold or otherwise transferred without restriction
pursuant to the terms of Rule 144 ("Rule 144") of the
Securities Act of 1933, as amended (the "Act"), unless held
by an affiliate or controlling shareholder of the Company.
Of these shares, the Company has identified 1,199,500 shares
as being held by affiliates of the Company. The remaining
708,484 shares are deemed free from restrictions and may be
sold and/or transferred without further registration under
the Act.
The 1,199,500 shares presently held by affiliates or
controlling shareholders of the Company may be sold pursuant
to Rule 144, subject to the volume and other limitations set
forth under Rule 144. In general, under Rule 144 as
currently in effect, a person (or persons whose shares are
aggregated) who has beneficially owned restricted shares of
the Company for at least two years, including any person who
may be deemed to be an "affiliate" of the Company (as the
term "affiliate" is defined under the Act), is entitled to
sell, within any three-month period, an amount of shares
that does not exceed the greater of (i) the average weekly
trading volume in the Company's common stock during the four
calendar weeks preceding such sale, or (ii) 1% of the shares
then outstanding. A person who is not deemed to be an
"affiliate" of the Company and who has held restricted
shares for at least one year would be entitled to sell such
shares without regard to the resale limitations of Rule 144.
Dividend Policy
The Company has not declared or paid cash dividends or
made distributions in the past, and the Company does not
anticipate that it will pay cash dividends or make
distributions in the foreseeable future. The Company
currently intends to retain and reinvest future earnings, if
any, to finance its operations.
Item 2. Legal Proceedings
The Company is currently not a party to any material
pending legal proceedings and no such action by, or to the
best of its knowledge, against the Company has been
threatened. The Company was inactive from at least 1984, and
earlier, through the present date of this Form 10-SB. In
the absence of any other known litigation matters pending or
threatened, the Company believes that all litigation matters
are currently resolved.
The Company has relied on an intrastate offering
exemption for the 500,000 shares issued in 1968, pursuant to
an offering circular dated April 30, 1968, which purports
to comply with Section 30-1424 of the Idaho Security Act of
1967. All other shares were issued to related-party
insiders believed to be exempt pursuant to Regulation D. As
noted above, the Company has never received any notice of
pending or threatened litigation, nor any regulatory
actions, regarding the sales of any of these securities. In
addition, these transactions occurred in the very distant
past, such that the possibility of any action taking place
at this time would not be barred by applicable statutes of
limitation seems extremely remote, if not impossible. Even
an action based on a claim subject to tolling until
discovery should have begun to run from such time as a
reasonable person should have been put on notice of their
claim, which should be no later than when the Company ceased
doing business, which was possibly as early as 1973, and
certainly no later than 1984. Accordingly, the Company
believes that its shares were properly issued from
inception, but in any case, that no claims may be validly
brought by any persons now or ever holding an interest in
the Companys shares.
Item 3. Changes in and Disagreements with Accountants
Item 3 is not applicable to this Form 10-SB.
Item 4. Recent Sales of Unregistered Securities
All issues of securities by the Company were made more
than three years ago.
Item 5. Indemnification of Directors and Officers
The Company has not made any provision for the
indemnification of its officers or directors. The Articles
of Incorporation and by-laws do not have any provisions for
indemnification. Neither the Company's Articles of
Incorporation nor by-laws makes provisions for the purchase
of liability insurance on behalf of its officers or
directors. The Company does not maintain any such liability
insurance.
Transfer Agent
The Company has designated Interstate Transfer Company, 56
West 400 South, Suite 260, Salt Lake City, Utah, 84101, as
its transfer agent.
PART F/S
Financial Statements and Supplementary Data
The Company's financial statements for the years ended
December 31, 1995, 1996 and May 31, 1997, have been examined
to the extent indicated in their reports by Jones, Jensen &
Company, independent certified accountants, and have been
prepared in accordance with generally accepted accounting
principles and pursuant to Regulation S-B as promulgated by
the Securities and Exchange Commission and are included
herein, on the following twenty-seven (27) pages, in
response to Part F/S of this Form 10-SB.
PART III
Item 1. Index to Exhibits
The following exhibits are filed with this Registration
Statement:
Exhibit No. Exhibit Name
2(I) Articles of Incorporation
2(ii) By-laws
4 Specimen Stock Certificate
_____________________________
Item 2. Description of Exhibits
See Item 1 above.
SIGNATURES
In accordance with Section 12 of the Securities
Exchange Act of 1934, the registrant caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
SILVER RAMONA MINING COMPANY
(Registrant)
By: __ /s/ Robert S.
Turnbow
Date: February 6, 1997 Robert S.
Turnbow, President
ARTICLES OF INCORPORATION
Of
SILVER RAMONA MINING COMPANY
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, being natural persons of full
age and citizens of the united States, in order to form a
corporation for the purposes hereinafter stated, under and
pursuant to the provisions of the general corparation law of
the State of Idaho and acts amendatory thereof and
supplemental thereto, do hereby certify as follows:
FIRST
The name of the corporation is SILVER RAMONA MINING COMPANY.
SECOND
The purposes and objects for which the corporation is formed
are:
(a) To purchase, locate, lease, or otherwise acquire,
mines, mining claims, mining rights, and land and any
interest therein, and explore, work, exercise, develop,
and turn to account the same; to quarry, mine, smelt,
refine, dress, amalgamate, and prepare for market, ore
metal and mineral substances of all kinds, and to carry
on any other operations or business which may seem
necessary, convenient, or incidental to any of the
objects of the company to buy, sell, manufacture, and
deal in minerals, plants, machinery, implements,
conveniences. provisions, and things capable of being
used in connection with the mining or other
operations of this corporation, or required by workmen
and others employed by the company; to construct, carry
out, maintain, improve, manage, work, control,
and superintend, any roads, ways, railways, bridges,
reservoirs, watercourses, aqueducts, wharves, furnaces, mills,
crushing works, hydraulic works, factories, warehouses, and
other works and conveniences which may seem necessary,
convenient, or incidental to any object of the company and to
contribute to subsidize, or otherwise aid or take part in any
ouch operations;
(b) To buy, sell, acquire, hold, own, mortgage, pledge,
lease, assign, transfer, trade and deal ~n and with all
kinds of personal property, goods, wares and merchandise
of every kind, nature end description;
(c) To buy, sell, lease, let, mortgage, exchange or
otherwise acquire or dispose of lands, lots, house.,
buildings and real property, hereditaments and
appurtenances of all kinds and wheresoever situated, and
of any interest and rights therein. to the same extent as
natural persons might or could do, and without limit a~
to amount;
(d) To acquire by purchase, subscription, or otherwise,
and to own, hold, sell, negotiate, assign, deal in,
exchange, transfer, mortgage, pledge, or otherwise
dispose of, any shares of capital stock, scrip, bonds,
mortgages, securities, or evidences of indebtedness,
issued or created by any other corporation, joint
stock company or association, public or private, or by
whomsoever issued, and while the holder or owner thereof
to possess and exercise Be ~n respect thereof any and all
rights, powers and privileges of ownership, including the
right to vote thereon;
(e) To make, perform and carry out contracts of every kind
and description made for any lawful purpose `-, without, -
limit as to amount, with any person, firm, association or
corporation, either public or private, or with any territory
or government, or any agency thereof;
(f) To borrow money, to draw, make, accept, endorse,
transfer, assign, execute and issue bonds, debentures,
promissory notes, and other evidences of indebtedness, and
for the purpose of securing any of its obligations or
contracts to convey, transfer, assign, deliver, mortgage
and/or pledge all or any part of the property or assets,
real or personal, at any time owned or held by this
corporation, upon such terns and conditions as the Board of
Directors shall authorize, and a. may be permitted by law;
(g) To acquire, hold, sell, reissue, or cancel, any shares
of its own capital stock; provided, however, that this
corporation may not use any of its funds or property for the
purchase of its own common stock when such use would cause
any impairment of the capital of this corporation, and
provided further that the shares of its own capital stock
belonging to this corporation shall not be voted directly or
indirectly;
(h) To purchase or otherwise acquire the whole or any part
of the property, assets, business and good-will of any other
person, firm, corporation or association, and to conduct in
any lawful manner the business 80 acquired, and to exercise
all the powers necessary or convenient in and about the
conduct, management and carrying on of such business;
(i) To organize, incorporate and reorganize subsidiary
corporations and joint stock companies and associations for
any purpose permitted by law;
(j) To have one or more officers to carry on all or any
part of its operations and business, and to do all and
everything necessary, suitable, convenient or proper for
the accomplishment of any of the purposes, or the
attainment of any one or more of the objects herein
named, or which shall at any time appear conducive or
expedient for the protection or benefit of the
corporation, and which now or hereafter may be authorized
by law, and this to the same extent and as fully as
natural persons might or could do, as principals, agents,
contractors, trustees, or otherwise, and either alone or
in connection with any firm, person, association or
corporation;
(k) To have and to exercise any and all powers and
privileges now or hereafter conferred by the laws of the
State of Idaho upon corporations formed under the general
corporation laws of said state, or any act amendatory
thereof, or supplemental thereto or substituted therefore
The foregoing clauses are to be construed both as objects
and powers; and it is hereby expressly provided that
enumeration herein of specific objects and powers shall not
be held to limit or restrict in any manner -the general
powers of the corporation; provided, however, that nothing
contained herein shall be deemed to authorize or permit the
corporation to carry on any business or to exercise any
power or to do any act which a corporation formed under the
act hereinbefore referred to, or any amendment
thereof or supplement thereto, or substitute therefor, may
not at the time lawfully carry on or do. It is the
intention that the purposes, objects and powers specified in
the subparagraphs above, (a) to (k) inclusive, of paragraph
Second of these Articles of Incorporation, shall, except
as otherwise expressly provided, in no wise be limited or
restricted by reference to, or inference from, the terms of
any other subparagraph. clause or paragraph of these
Articles of Incorporation.
THIRD
The corporation is to have perpetual existence.
FOURTH
The location and post office address of the registered
office of the corporation is: P.O. Box 502, Osburn, Idaho.
FIFTH
The amount of the capital stock of this corporation shall be,
and is, THREE HUNDRED THOUSAND DOLLARS ($300,000.00),
divided into three million (3,000,000) shares of common stock
at the par value of TEN CENTS (10 cents) per share.
SIXTH
The name. and post office addresses of the incorporators,
and the number of shares subscribed for by each, are as
follows:
NAME ADDRESS NO. OF SHARES
Dale B. Lavigne 305 Larch Ave.
1
Osburn, Idaho
Lewis. J. Lavigne Montgomery Gulch
1
Idaho
Duane E. Little 211 West Elder
1
Kellogg, Idaho
Robert S. Turnbow P.O. Box 1057 1
Kellogg, Idaho
SEVENTH
The private property of the stockholders of the corporation
shall not be subject to the payment of corporate debts to any
extent whatever, and the shares of the corporation shall not
be subject to assessment for the purpose of paying expenses,
conducting business, or paying debts of the corporation.
EIGHTH
The number of directors of the corporation shall be as
specified in the by-laws, and such number may from t, ms t~
time be increased or decreased in such manner as may be
prescribed t . in the by-laws, provided the number of
directors of the corpora tion shall not be less than three. In
case of any increase in the number of directors, the
additional directors may be elected by the directors then in
office, and the director so elected shall hold office until
the next annual meeting of the stockholders and until their
successors are elected and qualified.
NINTH
Stockholders of the corporation shall have preemptive and
preferential right of subscription to any shares of stock of
the corporation, whether now or hereafter authorized, or to
any obligations convertible into stock of the corporation, and
shall first offer such issue of stock or obligations to the
stockholders of the corporation. (Note this provisions has been repealed
by action of the Board of Directors.)
TENTH
A voluntary sale, lease or exchange of all of the property and
asset. of the corporation, including its good-will and it.
corporate franchises, may be made by the Board of Directors
upon such terms and conditions as it may deem expedient and
for the best interests of the corporation.
ELEVENTH
No contract or other transaction between the corporation and
any other corporation and no act of the corporation shall in
any way be affected or invalidated by the fact that any of
the directors of the corporation are pecuniarily or
otherwise interested in, or are directors or officers of,
such other corporation; any director individually, or any
firm of which any director may be a member, may be a party
to, or may be pecuniarily or otherwise interested in, any
contract or transaction of the corporation, provided that
the fact that they or such firm is interested shall be
disclosed or shall have been known to the Board of
Directors or a majority thereof; and any director of the
corporation who is also a director or
officer of such other corporation, or who is so interested,
may be counted in determining the existence of ~ quorum at any
meeting of the Board of Directors of the corporation which
shall authorize any such contract or such transaction, with
like force and effect as if he wore not such director or
officer of such
other corporation or not so interested.
TWELFTH
The Board of Directors is expressly authorized to repeal and
amend the by-laws of the corporation end to adopt new by
laws, and the corporation reserves the right to amend, alter,
change or repeal any provision contained in these Articles of
Incorporation in the manner now or hereafter prescribed by
law, by a majority vote of the shareholders represented in
person or by proxy at any annual meeting of the shareholders
or at any meeting duly called for that purpose, except where
the laws of the said State of Idaho otherwise provide.
IN WITNESS WHEREOF, We have hereunto set our hands and
seals this 15th day of May , 1967.
__________/s/___________
(Dale B. Lavigne)
__________/s/___________
(Duane E. Little)
__________/s/___________
(Robert S. Turnbow)
__________/s/___________
(Lewis Lavigne)
: STATE OP IDAHO )
)
County of )
On this 15th day of May , 1967, before me, the undersigned, a
notary public in and for said state, personally appeared DALE
B. LAVIGNE, LEWIS J. LAVIGNE, DUANE E. LITTLE and ROBERT S.
TURNBOW, known to me to be the persons whose names are
subscribed to the within instrument, and acknowledged to me
that they executed the same, and that they are persons over
the age of twenty-one years
and citizens of the United Staten of America.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first
written.
__________/s/___________
(Mary H. Maisel)
Notary Public for Idaho
Residing at Kellogg, Idaho
THE BY-LAWS OF
Silver Ramona Mining Co.
******************
ARTICLE I
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meeting. All meetings of the Stockholders
of this Corporation shall be held at the principal office or
place of business of the Corporation in Osburn, Idaho or at
such other place or places, either within or without the State
of Idaho, as the Board of Directors may order or direct before
the call of the meeting, and the place of meeting shall be
stated in the notice or call for the meeting.
Section 2. Annual Meetings. The annual meetings of
Stockholders for the election of Directors and for the
transaction of such other business as may come before the
meeting, shall be held at 2:00 o clock P.M. on the second
Tuesday in the month of January, in each year, if not a legal
holiday, and if a legal holiday, then on the first day
following that is not a legal holiday. All business lawful to
be transacted at any Stockholders meeting without further or
special notice.
Section 3. Notice of Meetings. Notice of all Stockholders
meetings shall be given to all Stockholders entitled to a vote
at such meeting in the manner required by the laws of the
State of Idaho, but such notice may be waived either before or
after holding of the meeting.
Section 4. Deferred Annual Meeting. If for any reason the
annual meeting of the Stockholders be not held as hereinbefore
provided, such annual meeting shall be called by the
President, or by the Directors, as soon as it conveniently may
be. If the election of Directors has not been held as
hereinbefore provided, it shall be the duty of the Secretary,
upon the request of Stockholders holding not less than twenty
per cent (20p) of the issued stock, to call a meeting of the
Stockholders, as provided in Section 3 of this Article, for
the election of Directors, and for the transaction of any
business that may be considered at an annual meeting.
Section 5. Special Meetings. Special meetings of the
Stockholders may be called at any time upon the conditions and
in the manner provided by law If the Secretary shall neglect
or refuse to issue a call for the special meeting within ten
(10) days after being duly requested so to do, the Director or
Stockholder or Stockholders making request may proceed to
issue the call for such meeting. Notice of such special
meeting shall be given as provided in Section 3 of this
Article.
Section 6. Consent Meetings. Whenever all parties entitled to
vote at any meeting, whether of Directors or Stockholders,
consent either by writing on the records of the meeting or
filed with the Secretary, or by presence at such meeting and
oral consent so entered on the minutes, or by taking part in
the deliberations at such meeting without objection, the
doings of such meeting shall be valid as if had at a meeting
regularly called and noticed, and at such meeting any business
may be transacted which is not excepted from the written
consent, or to the consideration of which no objection for
want of notice is made at the time, and if any meeting be
irregular for want of notice or such consent, provided a
quorum was present at such meeting, the proceedings of such
meeting may be ratified and approved and rendered likewise
valid and the irregularity or defect therein waived by a
writing signed by all parties having the right to vote at such
meeting; such consent or approval of Stockholders may be by
proxy or power of attorney in writing.
Section 7. Quorum. The provisions of the laws of the State of
Idaho in effect at the time of the holding of any meeting, as
to what shall constitute a quorum, shall govern and control in
all cases.
Section 8. Voting Rights. The persons entitled to receive
notice of and to vote at any Stockholders meeting shall be
determined from the records of the Corporation on the date of
mailing of the notice or on such other date not more than
fifty (50) nor less than ten (10) days before such meeting as
shall be fixed in advance by the Board of Directors.
Section 9. Voting of Shares by Certain Holders.
(a) Shares standing in the name of another corporation may
be voted by such officer, agent or proxy as the bylaws of such
corporation may prescribe, or, in the absence of such
provision, as the board of directors of such corporation may
determine.
(b) Shares held by an administrator, executor, guardian or
conservator may be voted by him, either in person or by proxy,
without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either
in person or by proxy, but no trustee shall be entitled to
vote shares held by him without a transfer of such shares into
his name.
(c) Shares standing in the name of a receiver may be voted
by such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer
thereof into his name if authority so to do be contained in
the appropriate order of the court by which such receiver was
appointed.
(d) A Stockholder whose shares are pledged shall be
entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the shares so transferred.
(e) Neither treasury shares, nor shares of its own stock
held by a corporation in a fiduciary capacity, nor shares held
by another corporation if a majority of the shares entitled to
vote for the election of directors of such other corporation
is held by the corporation, shall be voted at any meeting or
counted in determining the total number of outstanding shares
at any given time.
Section 10. Proxies. Every Stockholder entitled to vote or to
execute any waiver or consent may do so either in person or by
written proxy duly executed and filed with the Secretary of
the corporation. No proxy shall be valid after eleven (11)
months from the date of its execution, unless otherwise
provided in the proxy.
Section 11. Officers. The President of the corporation shall
preside at all meetings of the Stockholders. In his absence,
the Vice President shall preside. In the absence of all of
these officers, any Stockholder, or the duly appointed proxy
of any Stockholder, may call the meeting to order and a
chairman shall be elected from among the Stockholders present.
The Secretary of the Corporation shall act as Secretary at all
meetings of the Stockholders, but in his absence, the
presiding officer may appoint any person to act as secretary
of the meeting.
Section 12. Order of Business. At all meetings of
Stockholders, the following order of business shall be
observed, as far as consistent with the purposes of the
meeting, viz:
1.Calling the roll to determine the stock represented at the
meeting. Reading of notice and proof of call of meeting.
3.Reports of Officers.
4.Reports of Committees.
5.Unfinished Business.
6.New Business.
7.Election of Directors.
8.Miscellaneous Business.
ARTICLE II
DIRECTORS
Section 1. Powers. The property, business and affairs of the
Corporation shall be controlled and managed by the Board of
Directors.
Section 2. Number. The number of Directors shall be not less
than Three nor more than Six , and said number may be
increased by amendment of these By-Laws. The number of the
first Board of Directors shall be Four . Upon an increase, the
Directors in office shall elect additional Directors. The
Directors shall be elected annually and shall continue in
office until their successors are elected and qualified.
Section 3. Vacancies.
(a) A vacancy in the Board of Directors shall exist upon
the death, resignation or removal of any Director.
(b) Vacancies in the Board of Directors may be filled by
a
majority of the remaining Directors though less than a
quorum, or by a sole remaining Director. Each Director so
elected shall hold office for the balance of the
unexpired term of his predecessor
and until his qualified successor is elected and accepts
office.
(c) The Stockholders may at any time elect a Director to
fill any vacancy not filled by the Directors, and shall
elect the additional Directors in the event an amendment
of the By-Laws is adopted increasing the number of
Directors.
Section 4. Quorum. A majority of the duly elected Directors
shall constitute a quorum, and the acts of a majority of the
Directors present at a meeting at which a quorum is present
shall be the acts of the Board of Directors, except in cases
where the statutes of the State of Idaho otherwise provide.
Section 5. Time and Place of Meetings. The Directors may hold
their meetings at such place or places in the State of Idaho
or outside the said State as the Board may from time to time
determine. Until otherwise ordered by the Board of Directors,
regular meetings of the Board shall be held monthly at the
general office of the Corporation in , on the second Tuesday
of each month at the hour of 2:00 o clock P.M., if not a legal
holiday, and if a legal holiday, then on the succeeding day
not a legal holiday. No notice need be given any Directors of
the regular meetings of the Board.
Section 6. Removal of Directors. The entire Board of Directors
or any individual Director may be removed from office by a
majority vote of the Stockholders at a special meeting called
for that purpose.
Section 7. Special Meetings. Special meetings of the Board of
Directors may be held whenever called by the President or by
two of the Directors for the time being in office. The
Secretary shall give notice of any special meeting by mailing
the same at least five days before the meeting to each
Director, but such notice may be waived by any Director. At
any meeting at which every Director shall be present, even
though without any notice, any business may be transacted.
Section 8. Organization Meetings. Unless the Directors have
by call or waiver of notice convened and organized, they must
convene on the 10th day after their election, at 2:00 o clock
P.M., at the office of the Corporation at Osburn. Idaho , and
organize by the election of officers, and for the transaction
of any business pertaining to the affairs of the Corporation.
No notice of the time, place and purpose of such meeting shall
be required, but the Secretary of the Stockholders meeting,
at which the Directors were elected shall immediately after
the adjournment of such meeting, notify by mail all Directors
of their
election, but failure to give such notice shall not invalidate
the organization of the Board, the election of officers, or
any business transaction at such meeting of the Directors. The
Directors present, even though less than a majority, shall
constitute a quorum. If the tenth day after the election of
Directors falls on a holiday, such organization meeting shall
be held on the first day thereafter not a legal holiday.
ARTICLE III
OFFICERS
Section 1. Executive Officers. The executive officers of the
Corporation shall be a President, one or more Vice Presidents,
a Treasurer, a Secretary and one or more Assistant
Secretaries, as the Board shall elect. They shall be elected
by the Directors and shall hold office for one year and until
their successors are elected and qualified, and shall, except
as hereinafter provided,
perform the usual duties pertaining to their respective
offices, and as may from time to time be ordered by the Board
of Directors.
Section 2. Additional Officers and Agents. The Board of
Directors may appoint such other officers or agents as they
shall deem necessary, who shall perform such duties as from
time to time may be prescribed by the Board of Directors, and
the Board may vest the power to appoint such subordinate
officers or agents in the president, or in any other officer
of the Corporation, or in any committee of the Board.
Section 3. Removal. All officers and agents of the Corporation
shall be subject to removal at any time by the affirmative
vote of a majority of the whole Board of Directors. All
officers, agents and employees, other than officers appointed
by the Board of Directors, shall hold office at the discretion
of the committee or of the officer appointing them.
ARTICLE IV
POWERS OF OFFICERS
Section 1. The President. The President shall be the chief
executive officer of the Corporation. He shall have general
management of the business of the Corporation and general
supervision of the other officers. He shall preside at all
meetings of the stockholders and of the Board of Directors and
see that all orders and resolutions of the Board are carried
into effect, subject, however, to the right of the Board to
delegate to any other officer or officers of the Corporation
any specific powers, other than those that may be by law
conferred only upon the President. He shall execute in the
name of the corporation all deeds, bonds, mortgages, contracts
and other documents authorized by the Board of Directors,
except in cases where the execution thereof shall be expressly
delegated by the Board or
these By-Laws to some other officer or agent of the
Corporation. He shall be ax-officio a member of all standing
committees and shall have the general powers and duties of
supervision and management usually vested in the office of
President of a corporation.
Section 2. Vice President. A Vice President shall perform the
duties and exercise the powers of the President in case of his
sickness, disability or temporary absence from the office of
the Corporation and shall perform such other duties as may
from time to time be granted or imposed by the Board of
Directors.
Section 3. The Secretary. The Secretary shall attend all
sessions of the Board and all meetings of Stockholders held at
the office of the Corporation and act as clerk thereof and
record all votes and the minutes of all proceedings in a book
to be kept for that purpose. He shall perform like duties for
the executive and standing committees when required. He shall
give, or cause to be given, notice of meetings of the
Stockholders and of the Board of Directors when notice is
required to be given under these By-Laws or any resolution of
the Board. He shall have custody of the seal of the
Corporation and affix and attest the seal to all authorized
documents requiring a seal. He shall keep the stock ledger of
the Corporation, and in general perform the duties usually
incident to the office of Secretary, and such further duties
as shall from time to time be prescribed by the Board of
Directors or the President.
Section 4. The Treasurer. The Treasurer shall keep full and
accurate account of receipts and disbursements in books
belonging to the Corporation, and shall deposit all moneys and
other
valuable effects in the name and to the credit of the
Corporation in such banks and depositories as may be
designated by the Board of Directors, but shall not be
personally liable for the safekeeping of any funds or
securities so deposited pursuant to the order of the Board. He
shall disburse the funds of the Corporation as may be ordered
by the Board, taking proper vouchers for such disbursements,
and shall render to the President and Directors at the regular
meeting of the Board, and whenever they may require, accounts
of all his transactions as Treasurer and of the financial
condition of the Corporation. He shall perform the duties
usually incident to the office of Treasurer and such other
duties as may be prescribed by the Board of Directors or the
President.
Section 5. Delegating Powers to Other Officers. 1n case of the
absence of any officer of the Corporation, or for any other
reason that may seem sufficient to the Board, the Board of
Directors may delegate his duties and powers for the time
being to any other officer, or to any director.
Section 6. Assistant Secretary and Assistant Treasurer. The
Board of Directors may appoint an Assistant secretary with
authority to perform such of the duties delegated to, the
Secretary by these By-Laws as may from time to time be ordered
by t;-e Board of Directors, and they may likewise appoint an
Assistant Treasurer, with authority to discharge and perform
sucn of the duties and powers assigned to the Treasurer by
these By-Laws as may from time to time be ordered by said
Board.
Section 7. Bonds of Officers. The Directors may, by
resolution, require any or all of the officers of the
Corporation to give bond with sufficient surety, conditioned
for the faithful performance of tile duties of their
respective offices.
ARTICLE V
CORPORATE RECORDS AND REPORTS
Section 1. Records. The Corporation shall maintain adequate
and correct books, records and accounts of its business and
properties. All of such books, records and accounts shall be
kept at its place of business as fixed by the Board of
Directors from time to time, except as otherwise provided by
law.
Section 2. Checks, Drafts, etc. All checks, drafts or other
orders for payment of money, notes or other evidences of
indebtedness, issued in the name of or payable to the
Corporation, shall be signed or endorsed by such person or
persons and in such manner as shall be determined from time to
time by resolution of the Board of Directors.
Section 3. Execution of Documents. The Board of Directors may,
except as otherwise provided in the By-Laws, authorize any
officer or agent to enter into any contract or execute any
instrument in the name of and on behalf of the Corporation.
Such authority may be general or confined to specific
instances. Unless so authorized by the Board of Directors, no
officer, agent or employee shall have any power or authority
to bind the Corporation by any contract or engagement, or to
pledge its credit, or to render it liable for any purpose or
for any amount.
ARTICLE VI
CERTIFICATES AND TRANSFERS OF SHARES
Section 1. Certificates. The certificates for shares of
the
capital stock of the Corporation shall be in such form, not
inconsistent with the Certificate of Incorporation, as shall
be prepared or be approved by the Board of Directors. The
certificates shall be signed by the President, or Vice
President, and also by the Secretary, or Assistant Secretary,
and sealed with the corporate seal.
Section 2. Registration. The Board of Directors shall have
power and authority to make all such rules and regulations as
they may deem expedient, concerning, the issue, transfer and
registration of certificates of the snares of the capital
stock of the Corporation, and may appoint a transfer agent and
registrar of transfers, and may require all stock certificates
to bear the signature of such transfer agent and of such
registrar of transfers.
Section 3. Closing Transfer Books. The stock transfer
books
shall be closed for the meeting of the stockholders and for
the payment of dividends, during such period as from time to
time may be fixed by the Board of Directors, and during such
periods no stocks shall be transferable.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Seal. The Board of Directors shall provide a
suitable seal, with the name of the Corporation and the word
Idaho in circular form about the outer edge, and the words
Corporate Seal in the center thereof, so mounted as to be
capable of impressing said words on paper in raised letters,
which seal shall be in charge of the Secretary. When directed
by the Board of Directors, a duplicate of the seal may be kept
and used by the Treasurer and by any Assistant Secretary.
Section 2. Fiscal Year. The fiscal or business year
of the Corporation shall begin on the first day of January
and end on the first day of January following.
Section 3. Amendment of By-Laws. The By-Laws of the
Corporation may be amended or repealed and new By-Laws may be
adopted by the Stockholders and by the Board of Directors in
the manner authorized by the laws of the State of Idaho in
effect at the time of such amendment.
DATED This 7th day of July
1967.
SILVER RAMONA MINING COMPANY
(A Development Stage Company)
FINANCIAL STATEMENTS
September 30, 1997 and December 31, 1996
<PAGE>
C O N T E N T S
Independent Auditors' Report 3
Balance Sheets 4
Statements of Operations 5
Statements of Stockholders' Equity (Deficit) 6
Statements of Cash Flows 7
Notes to the Financial Statements 9
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Silver Ramona Mining Company
Osburn, Idaho
The accompanying balance sheet of Silver Ramona Mining Company (a development
stage company) as of September 30, 1997 and the related statements of
operations, stockholders' equity and cash flows for the three months and nine
months ended September 30, 1997 and 1996 and from inception on May 25, 1967
through September 30, 1997 were not audited by us and, accordingly, we do not
express an opinion on them. The accompanying balance sheet as of December 31,
1996 was audited by us and we expressed an unqualified opinion on it in our
report dated January 30, 1997.
Jones, Jensen & Company
October 28, 1997<PAGE>
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The accompanying notes are an integral part of these financial statements
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SILVER RAMONA MINING COMPANY
(A Development Stage Company)
Balance Sheets
ASSETS
September 30, December 31,
1997 1996
(Unaudited)
CURRENT ASSETS
Cash $ - $ -
TOTAL ASSETS $ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
Accounts payable $ 8,459 $ 3,959
Total Current Liabilities 8,459 3,959
STOCKHOLDERS' EQUITY
Common stock $0.10 par value;
authorized 3,000,000 shares; 1,907,984
shares issued and outstanding
190,798 190,798
Additional paid-in capital (deficit) (84,004) (85,400)
Deficit accumulated during the
development stage (115,253) (109,357)
Total Stockholders' Equity (Deficit) (8,459) (3,959)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ - $ -
From Inception
on May 25,
For the Years Ended 1967 Through
December 31 December 31, 1996
1997 1996 1997
1996 1997
REVENUES $ - $ - $ -
$ - $ -
EXPENSES (250 ) (1,040 ) (5,896
) (2,540 ) (9,855 )
NET INCOME (LOSS) FROM
OPERATIONS (250 ) (1,040 ) (5,896
) (2,540 ) (9,855 )
LOSS FROM DISCONTINUED
OPERATIONS - -
- - - (105,398 )
NET INCOME (LOSS) $ (250 ) $ (1,040 ) $
(5,896 ) $ (2,540 ) $ (115,253 )
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 1,907,984 1,907,984
1,907,984 1,907,984
NET INCOME (LOSS)
PER SHARE $ (0.00 ) $ (0.00 ) $ (0.00
) $ (0.00 )
<PAGE>SILVER RAMONA MINING COMPANY
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
(Unaudited)
Deficit
Accumulated
Additional During
the
Common Stock Paid-in
Development
Shares Amount
Capital Stage
Inception on May 25, 1967 - $ - $
- - $ -
Common stock issued for
mining claims recorded at
predecessor cost of $0.00
per share 1,200,000 120,000 (120,000
) -
Common stock issued for
services at $0.10 per share 10,000 1,000
- - -
Common stock issued for
cash at approximately $0.15
per share 697,984 69,798
34,600 -
Net income (loss) for the period
ended December 31, 1993 - -
- - (105,398 )
Balance, December 31, 1993 1,907,984
190,798 (85,400 ) (105,398 )
Net income (loss) for the year
ended December 31, 1994 - -
- - -
Balance, December 31, 1994 1,907,984
190,798 (85,400 ) (105,398 )
Net income (loss) for the year
ended December 31, 1995 - -
- - -
Balance, December 31, 1995 1,907,984
190,798 (85,400 ) (105,398 )
Net income (loss) for the year
ended December 31, 1996 - -
- - (3,959 )
Balance, December 31, 1996 1,907,984
190,798 (85,400 ) (109,357 )
Expenses paid on the Company's
behalf by a shareholder (unaudited) -
- - 1,396 -
Net income (loss) for the nine
months ended September 30, 1997
(unaudited) - -
- - (5,896 )
Balance, September 30, 1997
(unaudited) 1,907,984 $ 190,798 $
(84,004 ) $ (115,253 )
<PAGE>SILVER RAMONA MINING COMPANY
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From
Inception
For the For
the on May 25,
Three Months Ended
Nine Months Ended 1967 Through
September 30,
September 30, September 30,
1997 1996 1997
1996 1997
CASH FLOWS FROM
OPERATING ACTIVITIES:
Income (loss) from operations $ (250 ) $ (1,040
) $ (5,896 ) $ (2,540 ) $ (115,253 )
Adjustments to reconcile net
income to net cash provided
by operating activities:
Stock issued for services -
- - - - 1,000
Expenses paid by a shareholder 1,396
- - 1,396 - 1,396
Increase (decrease) in accounts
payable (1,146 ) 1,040
4,500 2,540 8,459
Net Cash Provided (Used) by
Operating Activities - -
- - - (104,398 )
CASH FLOWS FROM
INVESTING ACTIVITIES: - -
- - - -
CASH FLOWS FROM
FINANCING ACTIVITIES:
Issuance of common stock
for cash - -
- - - 104,398
Net Cash Provided (Used) by
Financing Activities - -
- - - 104,398
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS - -
- - - -
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD - -
- - - -
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ - $ - $
- - $ - $ -
<PAGE>SILVER RAMONA MINING COMPANY
(A Development Stage Company)
Statements of Cash Flows (Continued)
(Unaudited)
From
Inception
For the For
the on May 25,
Three Months Ended
Nine Months Ended 1967 Through
September 30,
September 30, September 30,
1997 1996 1997
1996 1997
Cash Paid For:
Interest $ - $ - $
- - $ - $ -
Income taxes $ - $ - $
- - $ - $ -
SUPPLEMENTAL SCHEDULE
OF NONCASH FINANCING
ACTIVITIES
Stock issued for services $ - $ -
$ - $ - $ 1,000
<PAGE>SILVER RAMONA MINING COMPANY
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1997 and December 31, 1996
(Unaudited)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
On May 25, 1967 Silver Ramona Mining Company was incorporated under the laws
of Idaho with the purpose of developing mining claims. On the date of
incorporation 3,000,000 shares of $0.10 par value common stock were
authorized.
Operations were never commenced due to a lack of funding and all mining claims
were lost.
The Company has elected a calendar year end.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting.
b. Provision for Taxes
No provision for income taxes has been made due to the inactive status of the
Company.
c. Cash Equivalents
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
d. Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of 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 those estimates.
e. Uanudited Financial Statements
The accompanying unaudited financial statements include all of the adjustments
which, in the opinion of management, are necessary for a fair presentation.
Such adjustments are of a normal, recurring nature.
<PAGE>SILVER RAMONA MINING COMPANY
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1997 and December 31, 1996
(Unaudited)
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has not established revenues sufficient to cover its
operating costs and allow it to continue as a going concern. The Company is
seeking a merger with an existing, operating company. In the interim,
management is committed to covering all operating and other costs until a
merger is completed.
NOTE 4 - STOCK TRANSACTIONS
In July, 1967, the Board of Directors issued 1,200,000 shares of $0.10 par
value common stock for mining claims. The claims were recorded at predecessor
cost of $0.00 per share.
In July, 1967, the Board of Directors issued 10,000 shares of $0.10 par value
common stock for services rendered during the organization of the Company.
The services were valued at $0.10 per share.
On April 30, 1969, the Board of Directors initiated a public offering in which
697,984 shares of $0.10 par value common stock were sold at a gross price of
$0.15 per share.
NOTE 5 - RELATED PARTY TRANSACTIONS
During the nine months ended September 30, 1997 a shareholder of the Company
paid expenses on its behalf in the amount of $1,396. This amount was
contributed by the shareholder to the capital of the Company.
