UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1998
Transition Report Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Commission File Number 0-23737
SILVER RAMONA MINING COMPANY
(Name of small business issuer in its charter)
Idaho 82-0290939
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
211 West Elder Avenue, Kellogg, Idaho 83837
(Address of principal executive offices) (Zip Code)
Issuer's telephone no.: (208) 786-7572
Securities registered pursuant to Section 12(b) of the Exchange
Act: None
Securities registered pursuant to Section 12(g) of the Exchange
Act: Common
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form, and
no disclosure will be contained, to the best of the Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
State the issuer's revenues for its most recent fiscal year.
$ -0-
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the
stock was sold, or the average bid and ask prices of such stock as
of a specified date within 60 days. $ 0
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.
Class Outstanding as of Decmber 31, 1998
Common Stock, $.10 Par Value 1,907,984
DOCUMENTS INCORPORATED BY REFERENCE
NONE
Transitional Small Business Disclosure Format. Yes No [X]
<PAGE>
SILVER RAMONA MINING COMPANY
TABLE OF CONTENTS
Page
PART I
Item 1. Description of Business . . . . . . . . . . . . . . . 3
Item 2. Description of Property. . . . . . . . . . . . . . . . 10
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . 10
Item 4. Submission of Matter to a Vote of Security
Holders. . . . . . . . . . . . . . . . . . . . . . . . 10
PART II
Item 5. Market for Common Equity and Related
Stockholder Matters. . . . . . . . . . . . . . . . . . 10
Item 6. Management's Discussion and Analysis or
Plan of Operation. . . . . . . . . . . . . . . . . . . 12
Item 7. Financial Statements . . . . . . . . . . . . . . . . . 16
Item 8. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure . . . . . . . . 26
PART III
Item 9. Directors, Executive Officers, Promoters and
Control persons; Compliance with
Section 16(a) of the Exchange Act. . . . . . . . . . . 26
Item 10. Executive Compensation . . . . . . . . . . . . . . . . 28
Item 11. Security Ownership of Certain Beneficial
Owners and Management. . . . . . . . . . . . . . . . . 28
Item 12. Certain Relationships and Related
Transactions . . . . . . . . . . . . . . . . . . . . . 29
Item 13. Exhibits and Reports on Form 8-K . . . . . . . . . . . 30
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . 31
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 and activities
related to the conduct of such a business. The Company was formed
with the contemplated purpose of engaging in investment and
business development related to mineral research and exploration.
All of these activities ceased prior to 1984
The Company initially raised $75,000 by means of an intrastate
offering of 500,000 shares of its common stock in the State of
Idaho, which offering was fully subscribed within the year of 1968.
Other shares totaling 1,200,000 were issued for mining claims held
by the founders, and the balance of 10,300 shares were issued for
cash 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 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.
The Company had nominal operations and all of its cash was
exhausted by 1972, at which time the Company effectively ceased
doing business. All mining claims were abandoned on or before the
1983 fiscal year, and had expired by operation of law by 1984.
For the past several years, the Company has been inactive
other than seeking potential operating businesses and business
opportunities with the intent to acquire or merge with such
businesses. The Company is considered a development stage company
and, due to its status as a "shell" corporation, its principal
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 current shareholders
will experience substantial dilution and there will be a probable
change in control of the Company.
Under the Securities Exchange Act of 1934, as amended
("Exchange Act"), the Company is obligated to file with the
Securities and Exchange Commission (the "Commission") certain
interim and periodic reports including an annual report containing
audited financial statements. The Company intends to continue to
voluntarily file its periodic reports under the Exchange Act in the
event 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 merger or acquisition. Thus, in the event
the Company successfully completes the acquisition of or merger
with an operating business opportunity, that business opportunity
must provide audited financial statements for at least the two most
recent fiscal years or, in the event the business opportunity has
been in business for less than two years, audited financial
statements will be required from the period of inception. This
could limit the Company's potential target business opportunities
due to the fact that many private business opportunities either do
not have audited financial statements or are unable to produce
audited statements without undo time and expense.
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
Management of the Company intends to use various resources in
the search for potential business opportunities including, but not
limited to, the Company's 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 or entered into any discussion, agreement or understanding
with a particular consultant regarding the Company's search for
business opportunities. Presently, no final decision has been made
nor is management in a position to identify any future prospective
consultants for the Company.
If the Company elects to engage an independent consultant, it
will look only to consultants that have experience in working with
small companies in search of an appropriate business opportunity.
Also, the consultant must have experience in locating viable merger
and/or acquisition candidates and have a proven track record of
finalizing such business consolidations. Further, the Company
would like to engage a consultant that will provide services for
only nominal up-front consideration and is willing to be fully
compensated only at the close of a business consolidation.
The Company does not intend to limit 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 Company's current situation, 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. Most likely, the owners of the
business opportunity which the Company acquires or mergers with
will acquire control of the Company following such transaction.
Management has not established any guidelines as to the amount of
control it will offer to prospective business opportunities, rather
management will attempt to negotiate the best possible agreement
for the benefit of the Company's shareholders.
Management does not presently intend to borrow funds to
compensate any persons, consultants, promoters or affiliates in
relation to the consummation of a potential merger or acquisition.
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. These possible private sales would
most likely have to be to persons known by the directors of the
Company or to venture capitalists that would be willing to accept
the risks associated with investing in a company with no current
operation. 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. Management will attempt to acquire
funds on the best available terms for the Company. However, 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 reasonable or acceptable to the
Company. Although not presently anticipated, there is a remote
possibility that the Company could sell securities to its
management or affiliates.
In the case of a future acquisition or merger, there exists a
possibility that a condition of such transaction might include the
sale of shares presently held by officers and/or directors of the
Company to parties affiliated with or designated by the potential
business opportunity. Presently, management has no plans to seek
or actively negotiate such terms. However, if this situation does
arise, management is obligated to follow the Company's Articles of
Incorporation and all applicable corporate laws in negotiating such
an arrangement. Under this scenario of a possible sale by officers
and directors, it is unlikely that similar terms and conditions
would be offered to all other shareholders of the Company or that
the shareholders would be given the opportunity to approve such a
transaction.
In the event of a successful acquisition or merger, a finder's
fee, in the form of cash or securities, may be paid to persons
instrumental in facilitating the transaction. The Company has not
established any criteria or limits for the determination of a
finder's fee, although it is likely that an appropriate fee will be
based upon negotiations by the Company and the appropriate business
opportunity and the finder. Management cannot at this time make an
estimate as to the type or amount of a potential finder's fee that
might be paid. It is unlikely that a finder's fee will be paid to
an affiliate of the Company because of the potential conflict of
interest that might result. If such a fee was paid to an
affiliate, it would have to be in such a manner so as not to
compromise an affiliate's possible fiduciary duty to the Company or
to violate the doctrine of corporate opportunity. Further, in the
unlikely event a finder's fee was to be paid to an affiliate, the
Company would have such an arrangement ratified by the shareholders
in an appropriate manner.
Presently, it is highly unlikely that the Company will acquire
or merge with a business opportunity in which the Company's
management, affiliates or promoters have an ownership interest.
Any possible related party transaction of this type would have to
be ratified by a disinterested Board of Directors and by the
shareholders. Management does not anticipate that the Company will
acquire or merge with any related entity. Further, as of the date
hereof, none of the Company's officers, directors, or affiliates or
associates have had any preliminary contact or discussions with any
specific business opportunity, nor are there any present plans,
proposals, arrangements or understandings regarding the possibility
of an acquisition or merger with any specific business opportunity.
Rights of Shareholders
It is presently anticipated by management that prior to
consummating a possible acquisition, merger, or other business
combination the Company, if required by relevant state laws and
regulations, will seek to have the transaction ratified by
shareholders in the appropriate manner. However, the Board of
Directors will have the discretion to consummate a business
combination without shareholder approval if permissible under the
laws of the State of Idaho and the laws of the state in which the
other entity resides. Regardless of whether an action is ratified
by the Board or by the shareholders, the Board will provide to its
shareholders complete disclosure documentation concerning a
potential target business opportunity including the appropriate
audited financial statements of the target. This information will
be disseminated by proxy statement in the event a shareholders'
meeting is held, or by subsequent report to the shareholders if the
action is taken by the Board.
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 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
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 the Company acquires or
merges with an operating business, the Company will secure
commercial office space from which it will conduct its business.
The Company has no current plans to secure such commercial office
space.
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 Item 7 of this Form 10-KSB
for a report of the Company's operating history for the past two
fiscal years.
Item 2. Description of Property
The Company is currently using as its principal place of
business the business office of a director 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 the Company acquires or merges with an operating
business, the Company will secure commercial office space from
which it will conduct its business. However, until such time as
the Company completes an acquisition or merger, the type of
business in which the Company will be engaged and the type of
office and other facilities that will be required is unknown. The
Company has no current plans to secure such commercial office
space.
Item 3. Legal Proceedings
The Company is 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.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of the Company's
Securities Holders during the fourth quarter of the Company's
fiscal year ending December 31, 1998.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
The Company has made an application to have its Common Stock
traded in the over-the-counter market and quotations are published
on the OTC Bulletin Board. Its application has not been finalized
and no trading symbol has been assigned to the Company.
Inclusion on the OTC Bulletin Board permits price quotations
for the Company's shares to be published by such service. 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. Although the Company anticipates
that its application to the OTC Bulletin Board will ultimately be
completed, the Company does not expect its shares to be traded
actively in the public market until such time as a merger or
acquisition can be consummated. Also, secondary trading of the
Company's shares may be subject to certain state imposed
restrictions regarding shares of shell companies. Except for the
application to the OTC Bulletin Board, there are no plans,
proposals, arrangements or understandings with any person
concerning the development of a trading market in any of the
Company's securities. Because no current trading market has been
established for the Company's securities, no trading history is
presented herein.
As of December 31, 1998 the Company had issued and outstanding
1,907,984 shares of Common Stock and there were approximately 371
shareholders of record, which figure does not take into account
those shareholders whose certificates are held in the name of
broker-dealers.
The ability of an individual shareholder to trade their shares
in a particular state may be subject to various rules and
regulations of that state. A number of states require that an
issuer's securities be registered in their state or appropriately
exempted from registration before the securities are permitted to
trade in that state. Presently, the Company has no plans to
register its securities in any particular state. Further, most
likely the Company's 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)(1) 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.
Recent Sales of Unregistered Securities
All issuances of the Company's securities were made more that
three years prior to the date hereof.
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 to finance its operations.
Item 6. Management's Discussion and Analysis or Plan of Operation
The following information should be read in conjunction with
the consolidated financial statements and notes thereto appearing
elsewhere in this Form 10-KSB.
The Company is considered a development stage company with no
assets or capital and with no significant operations or income for
several years. The costs and expenses associated with the
preparation and filing of the Company's registration statement in
1998 were paid for by a shareholder and unpaid consultant of the
Company. It is anticipated that the Company will require only
nominal capital to maintain the corporate viability of the Company
and necessary funds will most likely be provided by the Company's
officers and directors in the immediate future. However, unless
the Company is able to facilitate an acquisition of or merger with
an operating business or is able to obtain significant outside
financing, there is substantial doubt about its ability to continue
as a going concern.
In the opinion of management, inflation has not and will not
have a material effect on the operations of the Company until such
time as the Company successfully completes an acquisition
or merger. At that time, management will evaluate the possible
effects of inflation on the Company related to it business and
operations following a successful acquisition or merger.
Plan of Operation
During the next 12 months, the Company will actively seek out
and investigate possible business opportunities with the intent to
acquire or merge with one or more business ventures. In its search
for business opportunities, management will follow the procedures
outlined in Item 1 above. Because the Company lacks funds, it may
be necessary for the officers and directors to either advance funds
to the Company or to accrue expenses until such time as a
successful business consolidation can be made. Management intends
to hold expenses to a minimum and to obtain services on a
contingency basis when possible. Further, the Company's directors
will defer any compensation until such time as an acquisition or
merger can be accomplished and will strive to have the business
opportunity provide their remuneration. However, if the Company
engages outside advisors or consultants in its search for business
opportunities, it may be necessary for the Company to attempt to
raise additional funds. As of the date hereof, the Company has not
made any arrangements or definitive agreements to use outside
advisors or consultants or to raise any capital. In the event the
Company does need to raise capital, most likely the only method
available to the Company would be the private sale of its
securities. Because of the nature of the Company as a development
stage company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from either a
commercial or private lender. There can be no assurance that the
Company will be able to obtain additional funding when and if
needed, or that such funding, if available, can be obtained on
terms acceptable to the Company.
The Company does not intend to use any employees, with the
possible exception of part-time clerical assistance on an as-needed
basis. Outside advisors or consultants will be used only if they
can be obtained for minimal cost or on a deferred payment basis.
Management is confident that it will be able to operate in this
manner and to continue its search for business opportunities during
the next twelve months.
Net Operating Loss
Because of the Company's inactive status, no provision for
income taxes has been made.
Year 2000
Year 2000 issues may arise if computer programs have been
written using two digits (rather than four) to define the
applicable year. In such case, programs that have time-sensitive
logic may recognize a date using "00" as the year 1900 rather than
the year 2000, which could result in miscalculations or system
failures.
Because the Company currently does not have any operations
except for its search for viable business opportunities, it does
not own or use any computer equipment. The Company does not
anticipate doing a full assessment of the potential Year 2000 issue
until it has made an acquisition of or merged with an operating
entity. The Company does not believe that the cost of addressing
the issue will have a material adverse impact on its financial
position. Further, the Company believes that no third parties with
whom it may have a material relationships will be materially
affected by the Year 2000 issues.
Risk Factors and Cautionary Statements
Forward-looking statements in this report are made pursuant to
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. The Company wishes to advise readers that
actual results may differ substantially from such forward-looking
statements. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed in or implied by the statements, including,
but not limited to, the following: the ability of the Company to
search for appropriate business opportunities and subsequently
acquire or merge with such entity, to meet its cash and working
capital needs, the ability of the Company to maintain its existence
as a viable entity, and other risks detailed in the Company's
periodic report filings with the Securities and Exchange
Commission.
Recent Accounting Pronouncements
The Financial Accounting Standards Board ("FASB") has issued
Statement of Financial Accounting Standard ("SFAS") No. 128,
"Earnings Per Share" and Statement of Financial Accounting
Standards No. 129 "Disclosures of Information About an Entity's
Capital Structure." SFAS No. 128 provides a different method of
calculating earnings per share than is currently used in accordance
with Accounting Principles Board Opinion No. 15, "Earnings Per
Share." SFAS No. 128 provides for the calculation of "Basic" and
"Dilutive" earnings per share. Basic earnings per share includes
no dilution and is computed by dividing income available to common
shareholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per share reflects
the potential dilution of securities that could share in the
earnings of an entity, similar to fully diluted earnings per share.
SFAS No. 129 establishes standards for disclosing information about
an entity's capital structure. SFAS No. 128 and SFAS No. 129 are
effective for financial statements issued for periods ending after
December 15, 1997. Their implementation is not expected to have a
material effect on the financial statements.
The FASB has also issued SFAS No. 130, "Reporting
Comprehensive Income" and SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." SFAS No. 130 establishes
standards for reporting and display of comprehensive income, its
components and accumulated balances. Comprehensive income is
defined to include all changes in equity except those resulting
from investments by owners and distributors to owners. Among other
disclosures, SFAS No. 130 requires that all items that are required
to be recognized under current accounting standards as components
of comprehensive income be reported in a financial statement that
displays with the same prominence as other financial statements.
SFAS No. 131 supersedes SFAS No. 14 "Financial Reporting for
Segments of a Business Enterprise." SFAS No. 131 establishes
standards on the way that public companies report financial
information about operating segments in annual financial statements
and requires reporting of selected information about operating
segments in interim financial statements issued to the public. It
also establishes standards for disclosure regarding products and
services, geographic areas and major customers. SFAS No. 131
defines operating segments as components of a company about which
separate financial information is available that is evaluated
regularly by the chief operating decision maker in deciding how to
allocate resources and in assessing performance.
SFAS 130 and 131 are effective for financial statements for
periods beginning after December 15, 1997 and requires comparative
information for earlier years to be restated. Management believes
that the implementation of the new standards will not have a
material effect on the Company's financial statements.
The FASB has also issued SFAS No 132. "Employers' Disclosures
about Pensions and other Postretirement Benefits," which
standardizes the disclosure requirements for pensions and other
Postretirement benefits and requires additional information on
changes in the benefit obligations and fair values of plan assets
that will facilitate financial analysis. SFAS No. 132 is effective
for years beginning after December 15, 1997 and requires
comparative information for earlier years to be restated, unless
such information is not readily available. Management believes the
adoption of this statement will have no material impact on the
Company's financial statements.
In June 1998, the FASB issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" which requires
companies to record derivatives as assets or liabilities, measured
at fair market value. Gains or losses resulting from changes in
the values of those derivatives would be accounted for depending on
the use of the derivative and whether it qualifies for hedge
accounting. The key criterion for hedge accounting is that the
hedging relationship must be highly effective in achieving
offsetting changes in fair value or cash flows. SFAS No. 133 is
effective for all fiscal quarters of fiscal years beginning after
June 15, 1999. Management believes the adoption of this statement
will have no material impact on the Company's financial statements.
Item 7. Financial Statements
The Company's financial statements as of and for the fiscal
years ended December 31, 1998 and 1997 have all been examined to
the extent indicated in their report by Jones, Jensen and Company,
independent certified accountants, and have been prepared in
accordance with generally accepted accounted principles and
pursuant to Regulation S-B as promulgated by the Securities and
Exchange Commission. The aforementioned financial statements are
included herein in response to Item 7 of this Form 10-KSB.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Silver Ramona Mining Company
Osburn, Idaho
We have audited the accompanying balance sheet of Silver Ramona
Mining Company (a development stage company) as of December 31,
1998 and the related statements of operations, stockholders' equity
(deficit) and cash flows for the years ended December 31, 1998 and
1997 and from inception on May 25, 1967 through December 31, 1998.
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, 1998 and the results of its operations and its cash flows for
the years ended December 31, 1998 and 1997 and from inception on
May 25, 1967 through December 31, 1998 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
March 11, 1999
<PAGE>
SILVER RAMONA MINING COMPANY
(A Development Stage Company)
Balance Sheet
ASSETS
December 31,
1998
CURRENT ASSETS
Cash on hand $ -
TOTAL ASSETS $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
Accounts payable $ 500
Total Current Liabilities 500
STOCKHOLDERS' EQUITY
Common stock $0.10 par value; authorized
3,000,000 shares; 1,907,984 shares issued
and outstanding 190,798
Additional paid-in capital (deficit) (79,494)
Deficit accumulated during the development stage (111,804)
Total Stockholders' Equity (Deficit) (500)
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,
1998 1997 1998
REVENUES $ - $ - $ -
EXPENSES (1,193) (1,254) (111,804)
NET LOSS FROM OPERATIONS (1,193) (1,254) (111,804)
NET LOSS $ (1,193) $ (1,254) $(111,804)
BASIC LOSS PER SHARE $ (0.00) $ (0.00)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 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, 1998
Deficit
Additional Accumulated
Paid-In During the
Common Stock Capital Development
Shares Amount (Deficit) 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)
<PAGE>
SILVER RAMONA MINING COMPANY
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)(Continued)
From Inception on May 25, 1967 through December 31, 1998
Deficit
Additional Accumulated
Paid-In During the
Common Stock Capital Development
Shares Amount (Deficit) Stage
Balance, December 31, 1997 1,907,984 $ 190,798 $ (80,687) $ (110,611)
Capital contributed by
shareholder - - 1,193 -
Net loss for the year ended
December 31, 1998 - - - (1,193)
Balance, December 31, 1998 1,907,984 $ 190,798 $ (79,494) $ (111,804)
<PAGE>
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,
1998 1997 1998
CASH FLOWS FROM OPERATING
ACTIVITIES:
Income (loss) from operations $ (1,193) $ (1,254) $ (111,804)
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) 500
Net Cash (Used) by
Operating Activities (1,193) (4,713) (110,304)
CASH FLOWS FROM INVESTING
ACTIVITIES: - - -
CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contributed by shareholder 1,193 4,713 5,906
Issuance of common stock for cash - - 104,398
Net Cash Provided by
Financing Activities 1,193 4,713 110,304
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,
1998 1997 1998
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, 1998 and 1997
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, 1998 and 1997
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.
<PAGE>
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
Not applicable.
PART III
ITEM 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange
Act
The executive officers and directors of the Company 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, but
directors are entitled to be reimbursed for expenses incurred for
attendance at meetings of the Board of Directors and any committee
of the Board of Directors. However, due to the Company's lack of
funds, the directors will defer their expenses and any compensation
until such time as the Company can consummate a successful
acquisition or merger. 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. Presently, none of the
Company's directors are directors of any other "shell" or "blank
check" companies or other corporations that are actively pursuing
acquisitions or mergers, and management has not been involved with
previous blank check offerings. Current management of the Company
has no present intent, nor is it likely that they will become
involved with promoting other shell or blank check companies in the
foreseeable future.
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.
All of the Company's present directors are either retired or
have other full-time employment and will routinely devote only such
time to the Company necessary to maintain its viability. It is
estimated that each director will devote less than ten hours per
month to the Company's activities. The directors will, when the
situation requires, review potential business opportunities or
actively participate in negotiations for a potential merger or
acquisition on an as-needed-basis.
Currently, there is no arrangement, agreement or understanding
between the Company's management and non-management shareholders
under which non-management shareholders may directly or indirectly
participate in or influence the management of the Company's
affairs. Present management openly accepts and appreciates any
input or suggestions from the Company's shareholders. However, the
Board of Directors is elected by the shareholders and the
shareholders have the ultimate say in who represents them on the
Board of Directors. There are no agreements or understandings for
any officer or director of the Company to resign at the request of
another person and none of the current offers or directors of the
Company are acting on behalf of, or will act at the direction of
any other person.
The business experience of each of the persons listed above
during the past five years is as follows:
Robert S. Turnbow is President of the Company and has been a
director since its inception in 1967. For the past 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 / Treasurer of the Company
and has been a director since its inception in 1967. For the past
five years and previously, Mr. Lavigne worked as an officer and/or
director of several 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 a degree as a
pharmacist.
Lewis J. Lavigne has been a director of the Company since its
inception in 1967. He has over 25 years of experience in
management of the Company and other small mining enterprises. In
Recent years, he has also worked as a director of other small
mining companies in Idaho. He is an officer, director and
shareholder of Osburn Drug Company of Osburn, Idaho. Mr. Lavigne
attended the University of Idaho and is a retired metallurgical
accountant by training.
Duane E. Little has been a director of the Company since its
inception in 1967. He has over 25 years of experience in
management of the Company and has worked as a director of other
small 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 bachelor's
degree.
Section 16(a) Beneficial Ownership Reporting Compliance
Each of the Company's officers and directors is required to
file a Form 5, Annual Statement of Changes in Beneficial Ownership,
on or before the 45th day after the end of the fiscal year. These
reports have not filed on a timely basis and will be submitted to
the Securities and Exchange Commission.
Item 10. 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, 1997 and 1996. 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.
Item 11. Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth information, to the best of the
Company's knowledge, as of December 31, 1998, with respect to each
person known by the Company to own beneficially more than 5% of the
outstanding Common Stock, each director and all directors and
officers as a group.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class(1)
Dale B. Lavigne* 299,500 15.7%
Box A
Osburn, ID 83849
Lewis J. Lavigne 300,000 15.7%
HC-01 Box 188
Kellogg, ID 83837
Duane E. Little 300,000 15.7%
211 West Elder
Kellogg, ID 83837
<PAGE>
Robert S. Turnbow 300,000 15.7%
111 West Elder
Kellogg, ID 83837
All directors and officers 1,199,500 62.8%
a group (4 persons)
* Director and/or executive officer
Note: Unless otherwise indicated in the footnotes below, the
Company has been advised that each person above has sole
voting power over the shares indicated above.
(1) Based upon 1,907,984 shares of common stock outstanding
on December 31, 1998.
Item 12. Certain Relationships and Related Transactions
During the past two fiscal years, there have been no
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
The Company's officers and directors are subject to the
doctrine of corporate opportunities only insofar as it applies to
business opportunities in which the Company has indicated an
interest, either through its proposed business plan or by way of an
express statement of interest contained in the Company's minutes.
If directors are presented with business opportunities that may
conflict with business interests identified by the Company, such
opportunities must be promptly disclosed to the Board of Directors
and made available to the Company. In the event the Board shall
reject an opportunity so presented and only in that event, any of
the Company's officers and directors may avail themselves of such
an opportunity. Every effort will be made to resolve any conflicts
that may arise in favor of the Company. There can be no assurance,
however, that these efforts will be successful.
<PAGE>
PART V
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits
*2(i) Articles of Incorporation filed as Exhibit to
Form 10-SB.
*2(ii) By-Laws filed as Exhibit to Form 10-SB.
*4 Specimen Stock Certificate filed as Exhibit to
Form 10-SB.
27 Financial Data Schedule
- - - - -
* Exhibits so marked have heretofore been filed with the
Securities and Exchange Commission as part of the filing
indicated and are incorporated herein by reference.
(b) Reports on Form 8-K
None
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Silver Ramona Mining Company
BY: /S/ Robert S. Turnbow
Robert S. Turnbow
President and Director
Dated: April 15, 1999
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
Signature Title Date
President and April 15, 1999
/S/ Robert S. Turnbow Director (C.F.O.)
Robert S. Turnbow
Secretary/Treasurer April 15, 1999
/S/ Dale B. Lavigne and Director
Dale B. Lavigne (Principal Accounting Officer)
April 15, 1999
/S/ Lewis J. Lavigne Director
Lewis J. Lavigne
/S/ Duane E. Little Director April 15, 1999
Duane E. Little
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE SILVER RAMONA MINING COMPANY FINANCIAL
STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-1-1998
<PERIOD-END> DEC-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 500
<BONDS> 0
0
0
<COMMON> 190,798
<OTHER-SE> (79,494)
<TOTAL-LIABILITY-AND-EQUITY> 500
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 1,574
<OTHER-EXPENSES> 1,193
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,193)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,193)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,193)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
