1
As filed with the Securities and Exchange Commission
on October 19, 1998
Registration No. 0-
23737
__________________________________________________________
__
_______________________
__
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A
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 no other shareholder
owning more than five percent (5%) individually.
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
preexisting 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 October 19,
1998, 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 October 19, 1998.
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 noncumulative 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 October 19, 1998 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, 1996 and 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 pages, in response to Part F/S of this Form 10-SB.
Interim statements were filed concurrently by 10-QSB for
quarters ended June 30, 1998, and September 30, 1998, which
are incorporated herein by reference.
PART III
Item 1. Index to Exhibits
The following exhibits were filed with the original
Registration Statement and are incorporated herein by
reference:
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: October 19, 1998 Robert
S.
Turnbow, President
SILVER RAMONA MINING COMPANY
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 1997 and 1996
<PAGE>
CONTENTS
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
To the Board of Directors
Silver Ramona Mining Company
Osburn, Idaho
We have audited the accompanying balance sheets of Silver Ramona Mining
Company (a development stage company) as of December 31, 1997 and 1996 and the
related statements of operations, stockholders' equity (deficit) and cash
flows for the years ended December 31, 1997, 1996 and 1995 and from inception
on May 25, 1967 through December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Silver Ramona Mining Company
(a development stage company) as of December 31, 1997 and 1996 and the results
of its operations and its cash flows for the years ended December 31, 1997,
1996 and 1995 and from inception on May 25, 1967 through December 31, 1997 in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company is a development stage company with no significant
operating revenues to date which raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters
are also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Jones, Jensen & Company
Salt Lake City, Utah
June 24, 1998<PAGE>
/* WordPerfect WARNING - No Equivalent EDGAR Representation */
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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
December 31,
1997 1996
CURRENT ASSETS
Cash on hand $ - $ -
TOTAL ASSETS $ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
Accounts payable $ 500 $ 3,959
Total Current Liabilities 500 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)
(80,687 ) (85,400 )
Deficit accumulated during the development stage
(110,611 ) (109,357 )
Total Stockholders' Equity (Deficit)
(500 ) (3,959 )
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ - $ -
<PAGE>SILVER RAMONA MINING COMPANY
(A Development Stage Company)
Statements of Operations
From
Inception on
May 25,
For the Years Ended 1967 Through
December 31, December 31,
1997 1996 1995 1997
REVENUES $ - $ - $ - $ -
EXPENSES (1,254 ) (3,959 ) - (110,611 )
NET (LOSS) FROM OPERATIONS
(1,254 ) (3,959 ) - (110,611 )
NET (LOSS) $ (1,254 ) $ (3,959 ) $ - $ (110,611 )
NET (LOSS) PER SHARE
$ (0.00 ) $ (0.00 ) $ 0.00
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 1,907,984 1,907,984 1,907,984
<PAGE>SILVER RAMONA MINING COMPANY
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From Inception on May 25, 1967 through December 31, 1997
Deficit
Accumulated
During the
Common Stock Development
Shares Amount 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 loss from inception on
May 25, 1967 through
December 31, 1993 - - - (105,398 )
Balance, December 31, 1993
1,907,984 190,798 (85,400 ) (105,398 )
Net loss for the year ended
December 31, 1994 - - - -
Balance, December 31, 1994
1,907,984 190,798 (85,400 ) (105,398 )
Net loss for the year ended
December 31, 1995 - - - -
Balance, December 31, 1995
1,907,984 190,798 (85,400 ) (105,398 )
Net loss for the year ended
December 31, 1996 - - - (3,959 )
Balance, December 31, 1996
1,907,984 190,798 (85,400 ) (109,357 )
Capital contributed by
shareholder - - 4,713 -
Net loss for the year ended
December 31, 1997 - - - (1,254 )
Balance, December 31, 1997
1,907,984 $ 190,798 $ (80,687 ) $ (110,611 )
SILVER RAMONA MINING COMPANY
(A Development Stage Company)
Statements of Cash Flows
From
Inception
on May 25,
For the Years Ended 1967 Through
December 31, December 31,
1997 1996 1995 1997
CASH FLOWS FROM OPERATING
ACTIVITIES:
Income (loss) from operations
$ (1,254 ) $ (3,959 ) $ - $ (110,611 )
Adjustments to reconcile net (loss)
to net cash (used) by operating
activities:
Stock issued for services
- - - 1,000
Changes in operating liabilities:
Increase (decrease) in accounts
payable
(3,459 ) 3,959 - 500
Net Cash (Used) by Operating Activities
(4,713 ) - - (109,111 )
CASH FLOWS FROM INVESTING ACTIVITIES:
- - - -
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contributed by shareholder
4,713 - - 4,713
Issuance of common stock for cash
- - - 104,398
Net Cash Provided by Financing Activities
4,713 - - 109,111
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)
From
Inception
on May 25,
For the Years Ended 1967 Through
December 31, December 31,
1997 1996 1995 1997
Cash Paid For:
Interest $ - $ - $ - $ -
Income taxes $ - $ - $ - $ -
SUPPLEMENTAL SCHEDULE OF
NON-CASH FINANCING
ACTIVITIES:
Stock issued for services
$ - $ - $ - $ 1,000
<PAGE>SILVER RAMONA MINING COMPANY
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1997 and 1996
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.
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.
<PAGE>SILVER RAMONA MINING COMPANY
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1997 and 1996
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
approximately $0.15 per share.
