Commission File No. 0-23737
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential for use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
SILVER RAMONA MINING COMPANY
(Name of Registrant as Specified in its Charter)
SILVER RAMONA MINING COMPANY
(Name of Person Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies: n/a
(2) Aggregate number of securities to which transaction
applies: n/a
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: n/a.
(4) Proposed maximum aggregate value of transaction: n/a
(5) Total fee paid: -0-
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date filed:
SILVER RAMONA MINING COMPANY
211 West Elder Avenue
Kellogg, Idaho 83837
February 1, 2000
Dear Stockholder:
You are cordially invited to attend the Special Meeting of
Stockholders of Silver Ramona Mining Company on Monday, February
28, 2000, at 2:30 p.m. local time at The Wallace Inn, 100 Front
Street, Wallace, Idaho.
Those matters expected to be acted upon at the meeting are
described in detail in the attached Notice of Special Meeting of
Stockholders and Proxy Statement.
All stockholders are cordially invited to attend the Meeting
in person. Your participation at this meeting is very important,
regardless of the number of shares you hold. Whether or not you
plan to attend the meeting, please complete, date, sign and return
the accompanying proxy promptly. If you attend the meeting, you
may revoke your proxy and vote your shares in person.
We look forward to seeing you at the Meeting.
Sincerely,
Robert S. Turnbow
President and Chief Executive
Officer
SILVER RAMONA MINING COMPANY
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 28, 2000
To our Stockholders:
NOTICE is hereby given that on Monday, February 28, 2000,
Silver Ramona Mining Company (the "Company") will hold a Special
Meeting of Stockholders (the "Meeting") at The Wallace Inn, 100
Front Street, Wallace, Idaho. The Meeting will begin at 2:30 p.m.
local time. At the Meeting, stockholders will be asked:
1. To consider and vote upon a proposal to empower the Board
of Directors to take the necessary corporate action to
relocate the domicile of incorporation of the Company
from the State of Idaho to the State of Delaware and to
prepare and file with the appropriate authorities all
requisite documents and reports.
2. To consider and vote upon the proposal to effect a
reverse stock split of the Company's issued and
outstanding Common Stock on an up to one (1) share for
3.815968 shares basis.
3. To consider and vote upon the proposal to amend the
Company's Articles of Incorporation and change the
authorized capitalization to 50,000,000 shares of Common
Stock, par value $.001 per share, and 10,000,000 shares
of Preferred Stock.
Only stockholders of record at the close of business on
January 28, 2000 are entitled to notice of, and to vote at, the
Meeting and any adjournments thereof.
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY IMMEDIATELY TO
ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE SPECIAL MEETING
OF STOCKHOLDERS
By Order of the Board of Directors,
Dale B. Lavigne, Secretary
Kellogg, Idaho
February 1, 2000
SILVER RAMONA MINING COMPANY
211 West Elder Avenue
Kellogg, Idaho 83837
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished in connection with the
solicitation of proxies for use at the Special Meeting of
Stockholders (the "Meeting") of Silver Ramona Mining Company (the
"Company") to be held on Monday, February 28, 2000 at 2:30 p.m.
local time at The Wallace Inn, 100 Front Street, Wallace, Idaho,
and at any and all adjournments thereof. The accompanying proxy is
solicited by the Board of Directors of the Company and is revocable
by the stockholder anytime before it is voted. For more
information concerning the procedure for revoking the proxy see
"General". This Proxy Statement is first being mailed to
stockholders on or about February 11, 2000.
Only stockholders of record at the close of business on
January 28, 2000 are entitled to notice of, and to vote at, the
Meeting. At the record date, there were 1,907,984 shares of the
Company's Common Stock (the "Common Stock") outstanding and each
share is entitled to one vote at the Meeting.
Any properly executed proxy returned to the Company will be
voted in accordance with the instructions indicated on thereon. If
no instructions are marked with respect to the matters to be acted
upon, each such proxy will be voted in accordance with the
recommendations of the Board of Directors set forth in this Proxy
Statement.
Matters to be Considered at the Meeting
Stockholders will be asked to consider and act upon three
proposals at the Meeting. The first proposal is to change the
domicile of incorporation of the Company from the State of Idaho to
the State of Delaware by way of a "migratory merger." The sole
purpose of such a merger is to change the Company's state of
domicile. The merger would not involve any change in the business,
properties, management or capital structure of the Company, except
as otherwise set forth herein. The second proposal is to effect a
reverse stock split of the Company's issued and outstanding Common
Stock on a one share for 3.815968 shares basis. The reverse stock
split, if approved, will be effective on a date to be established
by the Board of Directors. The third proposal is to amend the
Company's Articles of Incorporation and change the authorized
capitalization to 50,000,000 shares of Common Stock, par value
$.001 per share, and 10,000,000 shares of Preferred Stock.
The matters to be considered at the Meeting have great
significance to the stockholders because, if approved, the Company
would relocate its domicile of incorporation to the State of
Delaware. This could result in the change of stockholder rights of
the Company's current stockholders. Also, if the one share for
3.815968 shares reverse stock split is approved and effected, the
total number of shares owned by each stockholder will be reduced
accordingly. Further, by authorizing additional Common Stock and
Preferred Stock, stockholders may experience future dilution if and
when these securities are issued. Stockholders are urged to
carefully consider the information presented in this Proxy
Statement.
Record Date and Voting Securities
The Company's securities entitled to vote at the Meeting
consist of Common Stock, par value $.10 per share. Only
stockholders of record at the close of business on January 28, 2000
are entitled to notice of and to vote at the Meeting. At the
record date, the Company had outstanding 1,907,984 shares of Common
Stock which were owned by approximately 297 stockholders.
Each holder of record of Common Stock on the record date is
entitled to one vote per share on each proposal presented at the
Meeting, exercisable in person or by proxy. The presence in person
or by proxy of a majority of the outstanding shares of Common Stock
entitled to vote is necessary to constitute a quorum at the
Meeting. Assuming a quorum is present, the affirmative vote of the
holders of a majority of the shares of Common Stock issued and
outstanding present in person or represented by proxy is required
for approval of each proposal to be voted upon at the Meeting.
Any properly executed proxy returned to the Company will be
voted in accordance with the instructions indicated on thereon. If
no instructions are marked with respect to the matters to be acted
upon, each such proxy will be voted in accordance with the
recommendations of the Board of Directors set forth in this Proxy
Statement.
Abstentions will be treated as present and entitled to vote at
the Meeting. Therefore, abstentions will be counted in determining
whether a quorum is present and will have the effect of a vote
against a matter. A broker non-vote on a matter (i.e., shares held
by brokers or nominees as to which instructions have not been
received from the beneficial owners or persons entitled to vote and
as to which the broker or nominee does not have discretionary power
to vote on a particular matter) is considered not entitled to vote
on that matter and, therefore, will not be counted in determining
whether a quorum is present or whether a matter requiring approval
of a majority of the shares present and entitled to vote has been
approved.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked
by the person giving it at any time before its use by delivering to
the Secretary of the Company a written notice of revocation or a
duly executed proxy bearing a later date or by attending the
Meeting and voting in person.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, to the best
knowledge of the Company, as of January 28, 2000, 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,
officers and principal stockholders 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
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 January 28, 2000.
PROPOSAL ONE
CHANGE OF DOMICILE
The Board of Directors has proposed that the Company proceed
to change its domicile of incorporation from the State of Idaho to
the State of Delaware. It is therefore proposed that the Board be
empowered to proceed with all necessary corporate action and be
authorized to execute and file all necessary documentation,
including Articles of Incorporation and By-Laws, with the
appropriate agency in order to facilitate the change of domicile.
A copy of the proposed Articles of Incorporation is included
herewith as Attachment "A".
General
To facilitate the change of domicile, the Board of Directors
has recommended the adoption of the Agreement and Plan of Merger
attached to this Proxy Statement as Attachment "B", pursuant to
which the Company will be merged into Silver Ramona Mining, Inc.,
a Delaware corporation (the "Delaware Company"). Under the terms
of the Merger, each outstanding share of the Company's Common
Stock, $.001 par value per share (post-split), will be converted
into one share of the Delaware Company's Common Stock, $.001 par
value per share.
The principal purposes of the Merger are (i) to change the
state of incorporation of the Company from Idaho to Delaware and
(ii) to adopt certain changes to the Company's charter documents.
The Merger will not involve any change in the business, properties,
management or capital structure of the Company. Upon the effective
date of the Merger, the Delaware Company will be the continuing
corporation and will own all of the assets and will be responsible
for all of the liabilities of the Company. The Delaware Company
will continue the Company's business under the name Silver Ramona
Mining, Inc., and the Idaho corporation will cease to exist.
For many years the State of Delaware has followed a policy of
encouraging incorporation in that state and, in furtherance of that
policy, has adopted comprehensive, modern and flexible corporate laws
which are periodically updated and revised to meet changing business
needs. As a result, many corporations have been initially incorporated
in Delaware or have subsequently reincorporated in Delaware in a manner
similar to that proposed by the Company. Because of Delaware's
prominence as a state of incorporation for many corporations, the
Delaware courts have developed considerable expertise in dealing with
corporate issues and a substantial body of case law has developed
construing the Delaware General Corporation Law ("DGCL") and establishing
public policies with respect to corporations incorporated in Delaware.
Consequently, Delaware corporation law is comparatively well
known and understood. It is anticipated that, as in the past,
Delaware corporation law will continue to be interpreted and
explained in a number of significant court decisions. Stockholders
should be aware, however, that Delaware law has been publicly
criticized on the grounds that it does not afford minority
stockholders all the same substantive rights and protections that
are available under the laws of a number of other states (including
Idaho) and that, as a result of the proposed Merger, the rights of
stockholders will change in a number of important respects. The
Board of Directors believes that the advantages of the Merger to
the Company and its stockholders substantially outweigh its
possible disadvantages.
The Company's Idaho charter documents are proposed to be
amended to authorize a class of Preferred Stock. The Delaware
Company will also have authorized an identical class of Preferred
Stock which may have rights and preferences superior to common
stock. The Preferred Stock may be used in acquisitions or to
obtain financing. The issuance of Preferred Stock may have the
effect of delaying, deferring or preventing a change in control of
the Company without any action by the stockholders. The Company
believes such protection is important in order to promote the
longer term stability of the Company. The Company is not aware of
any current efforts by any person to take control of the Company.
Results of the Change to Delaware
Summarized below are the principal differences between the
Idaho Business Corporations Act ("IBCA") and the DGCL which may
affect the interests of stockholders. This summary does not
purport to be a complete statement of the differences between the
IBCA and the DGCL and related laws affecting stockholders' rights,
and the summary is qualified in its entirety by reference to the
provisions of these laws. Stockholders of the Company are advised
to consult with their own legal counsel regarding all such matters.
Control Share Acquisition. Idaho's Control Share Acquisition
Law defines a control acquisition as one involving the acquisition
of 20 percent (20%) or more of the voting stock of an "issuing
public corporation." An issuing public corporation is a
corporation which has more than 50 stockholders and is either
incorporated under the laws of Idaho or (i) has a place of business
or its principal executive office located in Idaho, (ii) owns or
controls assets located within Idaho that have a fair market value
of at least $1,000,000, (iii) has more than 250 employees residing
in Idaho, and (iv) has either (x) more than 10% of its stockholders
resident in Idaho, or (y) more than 10% of its shares owned of
record by Idaho residents. An entity which acquires control shares
(i.e., the right to vote more than 10% of the voting power of the
corporation in the election of directors) must obtain the approval
of 66 2/3% of the outstanding disinterested shares (i.e., of the
shares neither controlled by management nor the acquiror) in order
to have the right to vote them. Delaware does not have a similar
statute.
Business Combination: Idaho's Business Combination Law
generally prohibits an issuing public corporation (as defined
above) from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date
of the transaction in which the person became an interested
stockholder, unless (i) prior to such date the Board of Directors
of the corporation approved either the business combination or the
transaction in which the person became an interested stockholder,
or (ii) on or after such date the business combination is approved
by the affirmative vote of at least 66 2/3% of the outstanding
voting stock of the corporation that is not owned by the interested
stockholder. After three years have elapsed, a business combination
in lieu of the vote of disinterested stockholders can be
effectuated in the normal fashion if it meets certain fair pricing
provisions.
A "business combination" generally includes mergers, asset
sales and similar transactions between the corporation and the
interested stockholder, and other transactions resulting in a
financial benefit to the stockholder. An "interested stockholder"
is a person who, together with affiliates and associates, owns 10%
or more of the corporation's voting stock or who is an affiliate or
associate of the corporation.
Delaware law generally prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date
of the transaction in which the person became an interested
stockholder, unless (i) prior to such date the Board of Directors
of the corporation approved either the business combination or the
transaction in which the person became an interested stockholder,
(ii) upon consummation of the transaction that resulted in the
stockholder becoming an interested stockholder, the interested
stockholder owns at least 85% of the outstanding voting stock of
the corporation excluding shares owned by officers or directors of
the corporation and by certain employee stock plans, or (iii) on or
after such date the business combination is approved by the Board
of Directors of the corporation and by the affirmative vote of at
least 66 2/3% of the outstanding voting stock of the corporation
that is not owned by the interested stockholder. A "business
combination" generally includes mergers, asset sales and similar
transactions between the corporation and the interested
stockholder, and other transactions resulting in a financial
benefit to the stockholder. An "interested stockholder" is a person
who, together with affiliates and associates, owns 15% or more of
the corporation's voting stock or who is an affiliate or associate
of the corporation and, together with his affiliates and
associates, has owned 15% or more of the corporation's voting stock
within three years.
Appraisal Rights: Idaho law provides stockholders with
appraisal rights in more situations than does Delaware law. Under
Idaho law, a stockholder may be entitled to appraisal when the
stockholders vote (i) to merge or consolidate with other
corporations, or (ii) to sell or exchange all or substantially all
of its property and assets. Delaware, for example, does, not permit
appraisal rights in the event of certain mergers for the shares of
any class or series which are listed on a national stock exchange
or which are held of record by more than two thousand stockholders.
Loans to Directors: Under Idaho law, loans to directors are
generally prohibited unless approved by a majority of stockholders.
Delaware law permits loans to directors if approved by the Board of
Directors; stockholder approval is not required.
Employee Stock Options: Idaho law forbids Idaho corporations
to grant stock options to directors, officers or employees unless
stockholder approval is obtained. Delaware law permits the grant
of such options upon Board approval.
Special Meetings of Stockholders: Idaho law allows a special
meeting of stockholders to be called by 1/5 of the shares entitled
to vote thereon. Delaware law allows a corporation to determine
the number of shares needed to call a special meeting.
Action by Stockholders without Meeting: Under Idaho law,
stockholders' actions taken without a meeting require unanimous
consent. Delaware law permits any action which may be taken at any
annual or special meeting of stockholders, to be taken without a
meting, without prior notice and without a vote, if written
consents setting forth such action to be taken shall be signed by
the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize such action at
a meeting. Prompt written notice of the action taken shall be sent
to those stockholders that have not given their written consent and
who otherwise would have been entitled to vote on the action.
Summary of Provisions of the Delaware Company's Charter Documents
In addition to the changes in stockholders' rights resulting
in the change from Idaho law to Delaware law, the Delaware
Company's Certificate of Incorporation and By-laws contain certain
differences from the Company's Articles of Incorporation. This
summary does not purport to be a complete statement of the
differences between the Company's Articles of Incorporation and the
Delaware Company's Certificate of Incorporation, and the summary is
qualified in its entirety by reference to the provisions of these
documents.
Stockholders of the Company are advised to consult with their
own legal counsel regarding all such matters.
The foregoing objectives will be accomplished through a
"migratory merger", some of the principal features of which are as
follows.
(1) The Company will be merged into the Delaware Company,
which will be the survivor of the Merger.
(2) The Merger is not intended to effect any change in the
business, property, management or capitalization of the
Company.
(3) Subject to the applicable provisions regarding appraisal
rights of the Company's stockholders who file a written
objection to the Merger, each share of the Company's
Common Stock issued and outstanding on the effective
date of the Merger will automatically become one share of
Common Stock of the Delaware Company.
(5) For Federal income tax purposes, no gain or loss will be
recognized by the Company's stockholders, except those
who exercise their appraisal rights.
(6) The Delaware Company will succeed to the business of the
Company, and the stockholders of the Company will become
stockholders of the Delaware Company.
(7) The rights of the Company's stockholders, who upon
consummation of the Merger will become stockholders of
the Delaware Company, will be governed by the laws of the
State of Delaware and by the terms and provisions of the
Certificate of Incorporation and By-laws of the Delaware
Company.
(8) The officers and Directors serving the Company on the
Effective Date of the Merger will thereupon hold the same
offices with the Delaware Company.
Appraisal / Dissenters' Rights
Stockholders have the right to dissent from the Merger and to
demand and receive appraisal rights for their shares of Common
Stock in the Company by complying with the requirements of Section
30-1-81 of the Idaho Business Corporation Act. See "Right to
Dissent and Appraisal Rights of Stockholders Objecting to the
Proposed Merger."
The discussion contained in this Proxy Statement is qualified
in its entirety by reference to the Agreement and Plan of Merger,
a copy of which is attached hereto as Attachment "B", and to the
Certificate of Incorporation of the Delaware Company, a copy of
which is attached hereto as Attachment "A".
The Merger
It is presently anticipated that the date on which the Merger
will be consummated (the "Effective Date of the Merger") will be
approximately March 6, 2000 or as soon thereafter as practicable.
Upon the Effective Date of the Merger each share of Common
Stock of the Company will be converted automatically into one share
of Common Stock of the Delaware Company (post-split) and thereafter
the outstanding certificates for shares of the Company's Common
Stock will represent the same number of shares of Common Stock of
the Delaware Company. The Company's existing stock certificates
will be deemed to represent the same number of the Delaware
Company's shares as were represented by the existing stock
certificates prior to the Merger and it will not be necessary for
stockholders to exchange their existing stock certificates for new
stock certificates. Following the Merger, previously outstanding
stock certificates will constitute "good delivery" in connection
with sales through a broker, or otherwise, of shares of the
Delaware Company.
Federal Tax Consequences
Stockholders are advised to consult with their own tax
advisors for more detailed information relating to their individual
tax circumstances. The Merger is intended to constitute a
reorganization under Section 368(a)(1) of the Internal Revenue
Code. For federal income tax purposes, no gain or loss will be
recognized by the stockholders (other than stockholders who
exercise their appraisal rights) of the Company on the automatic
conversion of their shares of the Company into shares of the
Delaware Company as a result of the Merger. Each stockholder
(other than objecting stockholders) will have a basis in shares of
the Delaware Company equal to the basis in the stockholder's shares
of the Company immediately prior to the Effective Date of the
Merger and the stockholder's holding period of shares of the
Delaware Company will include the period during which the
stockholder held the corresponding shares of the Company provided
such shares were held by the stockholder as a capital asset on the
Effective Date of the Merger. No gain or loss will be recognized by
the Company or by the Delaware Company as a result of the Merger.
The receipt of cash in exchange for their shares by objecting
stockholders will be a taxable event to such stockholders. Each
stockholder is advised to consult his or her attorney or tax
advisor as to the Federal, state or local tax consequences of the
proposed Merger in view of his or her individual circumstances.
Capital Stock of the Delaware Company
Common Stock
The Common Stock of the Delaware Company will identical to
that of the Company following the reverse stock split and the
change in authorized capitalization. Holders of the Common Stock
vote as one class on all matters, including the election of
directors, to be voted on by the Delaware Company's stockholders.
There is no cumulative voting with respect to the election of
directors. As a result, the holders of more than 50% of the shares
voting for the election of directors can elect 100% of the
directors if they choose to do so.
Holders of the Common Stock are entitled to receive ratably
such dividends, if any, as are declared by the Delaware Company's
Board of Directors out of funds legally available for that purpose.
In the event of the liquidation, dissolution or winding up of the
Delaware Company, holders of Common Stock are entitled to share
ratably in all assets available for distribution to holders of
Common Stock. Holders of the Common Stock have no preemptive
rights. The shares of Common Stock to be issued in the Merger will
be, when issued as set forth in this Proxy Statement, validly
issued, fully paid and nonassessable.
Preferred Stock
The Delaware Company will be authorized to issue 10,000,000
shares of Preferred Stock. The Board of Directors of the Delaware
Company will be authorized, without any further action by the
stockholders, to determine the voting rights, dividend rights,
dividend rates, liquidation preferences, redemption provisions,
sinking fund terms, conversion or exchange rights and other rights,
preferences, privileges and restrictions of any wholly unissued
series of Preferred Stock and the number of shares constituting any
such series. In addition, such Preferred Stock could have other
rights, including economic rights senior to the Common Stock, so
that the issuance of such Preferred Stock could adversely affect
the market value of the Common Stock. The issuance of Preferred
Stock may also have the effect of delaying, deferring or preventing
a change in control of the Delaware Company without any action by
the stockholders. The Preferred Stock may be used in acquisitions
or to obtain financing. There are no current plans to issue any
Preferred Stock.
Appraisal/Dissenters' Rights
Stockholders of the Company's Common Stock who follow the
procedures set forth in Sections 30-1-1301 through 30-1-1331 of the
Idaho Code, copies of which are annexed hereto as Attachment "C"
and by this reference made a part hereof, may be entitled to
dissent from the Merger, and to obtain payment for their shares of
the Company's Common Stock.
The following summary of the Idaho Code as it relates to
dissenters' rights is not intended to be a complete statement such
provisions and is qualified in its entirety by the reference to the
copy of the applicable sections of the Idaho Code annexed hereto.
Any stockholder who wishes to dissent to the change of
domicile and obtain payment for their shares must deliver to the
Company before the vote is taken written notice of their intent to
demand payment for their shares if the proposed action is
effectuated, and the stockholder must not vote their shares in
favor of the proposed action. If a stockholder does not satisfy
these requirements, they are not entitled to exercise their
dissenters' rights and to receive payment for their shares.
If the proposed corporate action is approved by the required
vote at a meeting of stockholders, the Company shall, within ten
days after the corporate action was taken, deliver to those
stockholders that have given prior written notice of their intent
to dissent and have refrained from voting in favor of the proposed
action, a written notice which must:
(a) State where the demand for payment must be sent and
where and when certificates for certificated shares must be
deposited;
(b) Inform holders of uncertificated shares to what extent
transfer of shares will be restricted after the payment demand
is received;
(c) Supply a form for demanding payment which includes the
date of the first announcement to news media or to stockholder
of the terms of the proposed corporate action and requires
that the person asserting dissenters' rights certify whether
or not they acquired beneficial ownership of the shares before
that date;
(d) Set a date by which the corporation must receive the
payment demand, which date may not be fewer than thirty (30)
nor more than sixty (60) days after the date the notice by the
Company is delivered; and
(e) Be accompanied by a copy of the applicable Sections of
the Idaho Code.
A stockholder who fails to demand payment, or fails to deposit
certificates, as required by the notice pursuant to Section 30-1-
1322, shall have no right to receive payment for their shares.
Dissenters shall retain all other rights of a stockholder until
these rights are modified by effectuation of the proposed corporate
action.
Within sixty (60) days of the date set for demanding payment
and depositing certificates, if the Company has not effectuated the
proposed corporate action and remitted payment for shares as
provided hereinabove, it shall return any certificates that have
been deposited and release uncertificated shares from any transfer
restrictions imposed by reason of the demand for payment.
Immediately upon effectuation of the proposed corporate
action, or upon receipt of demand for payment if the corporate
action has already been effectuated, the Company shall remit to
dissenters who have made demand and have deposited their
certificates, the amount which the Company estimates to be the fair
value of the shares, with interest if any has accrued. The
remittance shall be accompanied by:
(a) the Company's Closing balance sheet and statement of
income for a fiscal year ending not more than sixteen (16)
months before the date of remittance, and income statement for
that year, a statement of changes in stockholders' equity for
that year, and the latest available interim financial
statements, if any;
(b) A statement of the Company's estimate of fair value for
the shares;
(c) A statement of how the interest was calculate;
(d) A statement of the dissenter's right to demand
supplemental payment; and
(e) A copy of the applicable Sections of the Idaho Code.
If the Company fails to remit or if the dissenter believes
that the amount remitted is less than the fair value of the shares,
they may send the Company their own estimate of the value of the
shares and demand payment for the deficiency. If the dissenter
does not file such estimate within thirty (30) days after the
Company's mailing of its remittance, they shall be entitled to no
more than the amount remitted.
Approval Required
The approval of a majority of the outstanding stock entitled
to vote will be necessary to approve the proposed Merger. Officers
and directors of the Company owning in the aggregate approximately
63% of the outstanding shares entitled to vote have indicated that
they intend to vote for the proposed Merger. The Board of Directors
believe that the change in domicile of incorporation will enable
the Company to benefit from the widely recognized and more
established corporate laws of Delaware. Certain stockholder rights
may vary from the State of Idaho to the State of Delaware, however
management believes that stockholders' rights will not be
materially and adversely affected.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR
THE PROPOSAL TO CHANGE THE CORPORATE DOMICILE OF THE COMPANY.
PROPOSAL TWO
REVERSE STOCK SPLIT
The Board of Directors has proposed that the stockholders
approve the proposal to effect a reverse stock split of the
Company's current issued and outstanding Common Stock on a one (1)
share for 3.815968 shares basis. All fractional shares will be
rounded to the next higher whole share.
Assuming stockholders approve the reverse stock split at the
Meeting, current stockholders of the Company's Common Stock will
own approximately 500,000 shares (post-split), without giving
effect to the rounding up of fractional shares. The Board of
Directors will be empowered to set the effective date of the
reverse stock split as deemed appropriate, taking into
consideration the other matters to be acted on at the Meeting.
Management believes that the reverse stock split will result in a
stock price in a more desirable range, should a trading market
develop for the shares.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
PROPOSAL TO EFFECT THE REVERSE STOCK SPLIT.
PROPOSAL THREE
INCREASE CAPITALIZATION
The Board has adopted, subject to stockholders' approval, an
amendment to the Company's Articles of Incorporation to increase
the number of authorized shares of Common Stock from 3,000,000 to
50,000,000 shares and to authorize 20,000,000 shares of Preferred
Stock, for the reasons discussed below. A copy of the proposed
amendment to the Certificate of Incorporation is attached to this
Proxy Statement as Appendix "B".
The Company currently has 3,000,000 authorized shares of
Common Stock, par value $.10 per share, of which 1,907,984 shares
were outstanding on January 28, 2000. The Company presently does
not have a Preferred Stock authorized.
Although currently authorized shares may be sufficient to meet
anticipated needs in the immediate future, the Board considers it
desirable that the Company has the flexibility to issue an
additional amount of Common Stock and/or Preferred Stock without
further stockholder action, unless otherwise required by law or
other regulations. The availability of these additional shares
will enhance the Company's flexibility in connection with any
possible acquisition or merger, stock splits or dividends,
financings and other corporate purposes and will allow such shares
to be issued without the expense and delay of a special
stockholders' meeting, unless such action is required by applicable
law or rules of any stock exchange on which the Company's
securities may then be listed.
The reverse stock split to be voted on by stockholders at the
Special Meeting will result in the Company having outstanding
approximately 500,000 shares. However, the Board believes that a
further increase in the Company's authorized capitalization is
necessary in order that the Company will be able to make future
acquisitions, mergers or financings. Presently, the Company does
not have any firm commitment or understanding for a future stock
split or for the issuance of additional shares of Common Stock or
Preferred Stock.
Presently, the Company has only one class of stock, Common
Stock, par value $.10 per share. All of such shares are voting
shares and have the same voting rights. However, none of such
shares confer any preemptive rights on the holders thereof to
purchase or receive any additional shares of the Company's Common
Stock or any other securities, rights or options for the Company's
securities authorized or acquired by the Company in the future.
The Board may issue the Common Stock for such consideration as may
be fixed by the Board and for any corporate purpose without further
action by the stockholders, except as may be required by law. Each
share of Common Stock has equal dividend rights and participates
equally upon liquidation.
Upon the approval of the proposal to authorize shares of
Preferred Stock, the Company will have 10,000,000 shares of
Preferred Stock authorized, of which none will be outstanding.
Shares of the Company's Preferred Stock may be issued in various
series with terms, rights, voting privileges and preferences to be
determined at the discretion of the Board at the time of issuance.
All fully paid stock of the Company shall not be liable to call or
assessment.
By adopting the proposed amendment increasing the authorized
shares of Common Stock, the Company will have greater flexibility
in future financings and sales of securities by the Company and in
the possible acquisition of new assets and/or business
opportunities.
The future issuance of Preferred Stock could affect the rights
of holders of the Company's Common Stock. The Board will be
authorized, without any further action by the stockholders, to
determine the voting rights, dividend rights, dividend rates,
liquidation preferences, redemption provisions, sinking fund terms,
conversion or exchange rights and other rights, preferences,
privileges and restrictions of any wholly unissued series of
Preferred Stock and the number of shares constituting any such
series. In addition, such Preferred Stock could have other rights,
including economic rights senior to the Common Stock, so that the
issuance of such Preferred Stock could adversely affect the market
value of the Common Stock. The issuance of Preferred Stock may
also have the effect of delaying, deferring or preventing a change
in control of the Company without any action by the stockholders.
The Company has no current plans to issue any Preferred Stock.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
THE
PROPOSAL TO CHANGE THE COMPANY'S AUTHORIZED CAPITALIZATION.
OTHER MATTERS
The Board of Directors is not aware of any other matters to be
presented for action at the Meeting. However, if any other matter
is properly presented, it is the intention of the person named in
the enclosed form of proxy to vote in accordance with their
judgment on such matter.
FINANCIAL INFORMATION
A copy of the Company's financial Statements for the year
ended December 31, 1998 nine month period ended September 30, 1999
are attached to this Proxy statement as Attachment "D".
Management's Discussion and Analysis or Plan of Operation
The following information should be read in conjunction with
the financial statements and notes thereto appearing as an
attachment to this Proxy Statement.
The Company is considered a development stage company with no
assets or capital and without operations or income for several
years. 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. 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.
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.
GENERAL
The costs of soliciting proxies will be paid by the Company.
In addition to the use of the mails, proxies may be personally
solicited by directors, officers or regular employees of the
Company (who will not be compensated separately for their services)
by mail, telephone, telegraph, cable, or personal discussion. The
Company will also request banks, brokers, and other custodians,
nominees and fiduciaries to forward proxy materials to the
beneficial owners of stock held of record by such persons and
request authority for the execution of proxies. The Company will
reimburse such entities for reasonable out-of-pocket expenses
incurred in handling proxy materials for the beneficial owners of
the Company's Common Stock.
Any proxy given pursuant to this solicitation may be revoked
by the person giving it at any time before it is voted by
delivering to the Secretary of the Company a written notice of
revocation bearing a later date than the proxy, by duly executing
a subsequent proxy relating to the same shares, or by attending the
Meeting and voting in person. Attendance at the Meeting will not
in itself constitute revocation of a proxy unless the stockholder
votes their shares of Common Stock in person at the Meeting. Any
notice revoking a proxy should be sent to the Secretary of the
Company, Dale B. Lavigne, at Silver Ramona Mining Company, 211 West
Elder Avenue Kellogg, Idaho 83837.
All shares represented at the Meeting by a proxy will be voted
in accordance with the instructions specified in that proxy.
Proxies received and marked "Abstain" as to any particular
proposal, will be counted in determining a quorum, however, such
proxies will not be counted for the vote on that particular
proposal. A majority of the shares represented at the meeting is
required to ratify any proposal presented. If no instructions are
marked with respect to the matters to be acted upon, each proxy
will be voted FOR the matter to be voted upon.
Please complete, date, sign and return the accompanying proxy
promptly.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WE URGE YOU TO
COMPLETE, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY, NO MATTER
HOW LARGE OR SMALL YOUR HOLDING MAY BE.
By Order of the Board of Directors
Dale B. Lavigne
Secretary
Kellogg, Idaho
February 1, 2000
SILVER RAMONA MINING COMPANY
211 West Elder Avenue Kellogg, Idaho 83837
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
The undersigned hereby constitutes and appoints
Duane E. Little and Robert S. Turnbow, with power of substitution,
the proxies of the undersigned to attend the special meeting of the
stockholders of Silver Ramona Mining Company on February 28, 2000,
and any adjournment thereof, and to vote in his, her or its place
or stead the stock of the corporation held of record name by the
undersigned.
1. Proposal to empower the Board of Directors to take the
necessary corporate action to relocate the domicile of
incorporation of the Company from the State of Idaho to
the State of Delaware;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Proposal to effect a reverse stock split of the Company's
issued and outstanding common stock on a one (1) share
for 3.815968 shares basis.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to amend the Company's Articles of Incorporation
and change the authorized capitalization to 50,000,000
shares of Common Stock, par value $.001 per share, and
10,000,000 shares of Preferred Stock.;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This proxy, when properly executed, will be voted in the
manner directed herein by the undersigned stockholder. IF NO
SPECIFIC DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1, 2 AND 3.
________________________ ________________________
Print Name Signature of Stockholder
________________________ _________________________
Number of Shares Signature if Held Jointly
_________________________
Date
Please sign exactly as name appears on the certificate or
certificates representing shares to be voted by this proxy. When
signing as executor, administrator, attorney, trustee or guardian,
please give full titles as such. If a corporation, please sign in
full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized persons.
SEND PROXIES TO:
Silver Ramona Mining Company
c/o 56 West 400 South, Suite 220
Salt Lake City, Utah 84101
ATTACHMENT "A"
CERTIFICATE OF INCORPORATION
OF
SILVER RAMONA MINING, INC.
FIRST. The name of the corporation is Silver Ramona Mining,
Inc., (the "Corporation").
SECOND. The address, including street number, city, and
county of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is
Corporation Trust Company.
THIRD. The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
FOURTH. A. The aggregate number of shares which the
Corporation shall have authority to issue is 60,000,000, par value
$.001 per share, of which 50,000,000 shares shall be designated
Common Shares and 10,000,000 shares shall be designated Preferred
Shares.
B. Authority is hereby expressly granted to the Board of
Directors of the Corporation (or a Committee thereof designated by
the Board of Directors pursuant to the by-laws of the Corporation,
as from time to time amended (the "By-Laws")) to issue the
Preferred Shares from time to time as Preferred Shares of any
series and to declare and pay dividends thereon in accordance with
the terms thereof and.. in connection with the creation of each
such series, to fix by the resolution or resolutions providing for
the issue of shares thereof, the number of such shares, the
designations, powers, preferences, and rights (including voting
rights), and the qualifications, limitations, and restrictions, of
such series, to the fall extent now or hereafter permitted by the
laws of the State of Delaware.
FIFTH. The name and mailing address of the incorporator is
__________________, ______________________________________________.
SIXTH. Election of directors need not be by written ballot.
SEVENTH. The Board of Directors is authorized to adopt,
amend, or repeal By-Laws of the Corporation.
EIGHTH. A. Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any
action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a director, officer,
employee, or agent of the Corporation or any of its direct or
indirect subsidiaries or is or was serving at the request of the
Corporation as a director, officer, employee, or agent of any other
corporation or of a partnership, joint venture, trust, or other
enterprise, including service with respect to an employee benefit
plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a director,
officer, employee, or agent or in any other capacity while serving
as a director, officer, employee, or agent, shall be indemnified
and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than
permitted prior thereto), against all expense, liability, and loss
(including attorneys' fees, judgments, fines, excise taxes or
penalties under the Employee Retirement Income Security Act of
1974, as amended, and amounts paid in settlement) reasonably
incurred or suffered by such indemnitee in connection therewith,
and such indemnification shall continue as to an indemnitee who has
ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the indemnitee's heirs, executors, and
administrators; provided, however, that, except as provided in
Paragraph C of this Article EIGHTH with respect to proceedings to
enforce rights to indemnification, the Corporation shall indemnify
any such indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such proceeding (or
part thereof) was authorized by the Board of Directors of the
Corporation.
B. The right to indemnification conferred in Paragraph A of
this Article EIGHTH shall include the right to be paid by the
Corporation the expenses incurred in defending any proceeding for
which such right to indemnification is applicable in advance of its
final disposition (hereinafter an "advancement of expenses");
PROVIDED, HOWEVER, that, if the Delaware General Corporation Law
requires, an advancement of expenses incurred by an indemnitee in
his or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan)
shall be made only upon delivery to the Corporation of an
undertaking (hereinafter an "undertaking"), by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately
be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that
such indemnitee is not entitled to be indemnified for such expenses
under this Article EIGHTH or otherwise.
C. The rights to indemnification and to the advancement of
expenses conferred in Paragraphs A and B of this Article EIGHTH
shall be contract rights. If a claim under Paragraph A or B of
this Article EIGHTH is not paid in full by the Corporation within
sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty days,
the indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expense of prosecuting or defending
such suit. In (i) any suit brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by an
indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that, and (ii) any suit by the Corporation to
recover an advancement of expenses pursuant to the terms of an
undertaking, the Corporation shall be entitled to recover such
expenses upon a final adjudication that the indemnitee has not met
any applicable standard for indemnification set forth in the
Delaware General Corporation Law. Neither the failure of the
Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to
the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee
has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by
the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the indemnitee has not met
such applicable standard of conduct, shall create a presumption
that the indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by the indemnitee, be it
defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses
hereunder, or by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or
to such advancement of expenses, under this Article EIGHTH or
otherwise, shall be on the Corporation.
D. The rights to indemnification and to the advancement of
expenses conferred in this Article EIGHTH shall not be exclusive of
any other right which any person may have or hereafter acquire
under any statute, this certificate of incorporation, by-law,
agreement, vote of stockholders or disinterested directors, or
otherwise.
E. The Corporation may maintain insurance, at the
Corporation's expense, to protect itself and any director, officer,
employee, or agent of the Corporation or another corporation,
partnership, joint venture, trust, or other enterprise against any
expense, liability, or loss, whether or not the Corporation would
have the power to indemnify such person against such expense,
liability, or loss under the Delaware General Corporation Law.
F. The Corporation's obligation, if any, to indemnify any
person who was or is serving as a director, officer, employee, or
agent of any direct or indirect subsidiary of the Corporation or.
at the request of the Corporation, of any other corporation or of
a partnership, joint venture, trust, or other enterprise shall be
reduced by any amount such person may collect as indemnification
from such other corporation, partnership, joint venture, trust, or
other enterprise.
G. Any repeal or modification of the foregoing provisions of
this Article EIGHTH shall not adversely affect any right or
protection hereunder of any person in respect of any act or
omission occurring prior to the time of such repeal or
modification.
NINTH. No director of the Corporation shall be liable to the
Corporation or any of its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that this
provision does not eliminate the liability of the director (i) for
any breach of the director's duty of loyalty to the Corporation or
its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of Title 8 of the Delaware Code, or (iv)
for any transaction from which the director derived an improper
personal benefit. For purposes of the prior sentence, the term
"damages" shall, to the extent permitted by law, include without
limitation, any judgment, fine, amount paid in settlement, penalty,
punitive damages, excise or other tax assessed with respect to an
employee benefit plan, or expense of any nature (including, without
limitation, counsel fees and disbursements). Each person who
serves as a director of the Corporation while this Article NINTH is
in effect shall be deemed to be doing so in reliance on the
provisions of this Article NINTH, and neither the amendment or
repeal of this Article NINTH, nor the adoption of any provision of
this Certificate of Incorporation inconsistent with this Article
NINTH, shall apply to or have any effect on the liability or
alleged liability of any director or the Corporation for, arising
out of, based upon, or in connection with any acts or omissions of
such director occurring prior to such amendment, repeal, or
adoption of an inconsistent provision. The provisions of this
Article NINTH are cumulative and shall be in addition to and
independent of any and all other limitations on or eliminations of
the liabilities of directors of the Corporation, as such, whether
such limitations or eliminations arise under or are created by any
law, rule, regulation, by-law, agreement, vote of shareholders or
disinterested directors, or otherwise.
TENTH. Whenever a compromise or arrangement is proposed
between this Corporation and its creditors or any class of them
and/or between this Corporation and its stockholders or any class
of them, any court of equitable jurisdiction within the State of
Delaware may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this
Corporation under the provisions of Section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or
of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code,
order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as
the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in
value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the
case may be, agree to any compromise or arrangement and to any
reorganization of this Corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and
the said reorganization shall, if sanctioned by the court to which
the said application has been made, be binding on all the creditors
or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on
this Corporation.
IN WITNESS WHEREOF, I have made, signed, and sealed this
Certificate of Incorporation this ___ day of ________ 2000.
_______________________
INCORPORATOR
ATTACHMENT "B"
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER is by and between Silver
Ramona Mining Company, an Idaho corporation (herein sometimes called
the "Idaho Corporation"), and Silver Ramona Mining, Inc., a Delaware
corporation (herein sometimes called the "Delaware Corporation").
W I T N E S S E T H :
WHEREAS, the Idaho Corporation was incorporated by the filing
of a Certificate of Incorporation in the office of the Secretary of
State of the State of Idaho on May 25, 1967; the total number of
shares which it is authorized to issue is 50,000,000 shares of
common stock, $.001 par value per share ("Common Stock"), and
10,000,000 shares of preferred stock ("Preferred Stock:); and the
total number of shares which are issued and outstanding is 500,000
shares of Common Stock and -0- shares of Preferred Stock;
WHEREAS, the Delaware Corporation was incorporated on _______,
2000 under the provisions of the General Corporation Law of the/
State of Delaware; it's registered office in Delaware is in the City
of Wilmington, County of New Castle; the total number of shares
which it is authorized to issue is 50,000,000 shares of Common
Stock, $.001 par value per share, and 10,000,000 shares of Preferred
Stock; and no shares have been issued;
WHEREAS, the respective laws of the States of Delaware and
Idaho permit the merger of said corporations (herein sometimes
called the "constituent corporations")into a single corporation; and
WHEREAS, it is deemed advisable by the Board of Directors of
each of the constituent corporations that the Idaho Corporation be
merged with and into the Delaware Corporation;
NOW, THEREFORE, it is agreed as follows:
1. The Idaho Corporation as of the Effective Date (as defined
herein) shall be merged, pursuant to Section 252 of the General
corporation Law of the State of Delaware, with and into the Delaware
Corporation (the "Merger"). The Delaware Corporation shall be the
surviving corporation and it shall continue and shall be deemed to
continue for all purposes whatsoever after the merger with and into
itself of the Idaho Corporation.
2. The Merger shall become effective when this Agreement has
been adopted by the Idaho Corporation and by the Delaware
Corporation and appropriate documentation has been prepared and
filed in accordance with the respective laws of the States of Idaho
and Delaware. For operational, accounting and bookkeeping purposes,
the time when the Merger shall become effective is referred to
herein as the "Effective Date" which shall be the date fixed in
accordance with the laws of and the documentation filed with the
state of incorporation of the surviving corporation.
3. After the Effective Date, the surviving corporation shall
be governed by the laws of the State of Delaware and its name shall
continue to be Ocean Power Corporation. The present Certificate of
Incorporation of the Delaware Corporation shall continue to be the
Certificate of Incorporation of the surviving corporation. The
present By- Laws of the Delaware Corporation shall be and remain the
By-Laws of the surviving corporation. The directors and officers of
the Idaho Corporation immediately prior to the Effective Date shall
be the directors of the surviving corporation upon the Effective
Date.
4. Each share of Common Stock of the Idaho Corporation shall
be converted into one share of Common Stock of the surviving
corporation. Each warrant, option, right or convertible security
which entitles the holder to purchase or convert into a share of
Common Stock of the Idaho Corporation shall be converted into a
warrant, option, right or convertible security to purchase or
convert into one share of Common Stock of the surviving corporation.
5. Upon the Effective Date, the outstanding certificates for
shares of the Idaho Corporation's Common Stock will, until replaced
by the surviving corporation, represent the same number of shares of
Common Stock of the surviving corporation.
6. This Agreement may be terminated and abandoned by action
of the Board of Directors of the Idaho Corporation or the Delaware
Corporation at any time prior to the Effective Date, for any reason
whatsoever.
7. This Agreement, upon being authorized, adopted, approved,
signed and acknowledged by each of the constituent corporations in
accordance with the laws under which it is formed, and filed in the
office of the Secretary of State of the State of Delaware, shall
take effect and shall thereupon be deemed and taken to be the
Agreement and act of merger and consolidation of the constituent
corporations; and the organization and separate corporate existence
of the Idaho Corporation, except in so far as it may be continued by
statute, shall cease. The point of time at which the constituent
corporations shall become a single corporation shall be the
Effective Date.
8. Upon the Effective Date, all and singular rights,
capacity, privileges, powers, franchises and authority of each of
the constituent corporations, and all property, real, personal and
mixed, and all debts, obligations and liabilities due to each of the
constituent corporations on whatever account as well as for
subscriptions for shares as for all other things, belonging to each
of the constituent corporations shall be vested in the surviving
corporation; and all such property, rights, capacity, privileges,
powers, franchises, authority and immunities and all and every other
interest shall be thereafter as fully and effectually the property
of the surviving corporation as though they were the property of the
several and respective constituent corporations, and shall not
revert or be in any way impaired by reason of the Merger; provided
however, that all rights of the creditors of the constituent
corporations shall be preserved unimpaired and all debts,
liabilities (including liability, if any, to dissenting
shareholders) and duties of the respective constituent corporations
shall thenceforth be attached to the surviving corporation and may
be enforced against it to the same extent as if said debts,
liabilities and duties had been incurred or contracted by the
surviving corporation.
9. Each constituent corporation agrees that from time to time
as when it shall be requested by the surviving corporation or by its
successors or assigns, it will execute and deliver or cause to be
executed and delivered all such other instruments and will take or
cause to be taken such further or other action as the surviving
corporation may deem necessary or desirable in order to vest in and
to confirm to the surviving corporation title to all of the
property, capacity, privileges, powers, franchises, authority, and
immunities of the constituent corporation and otherwise to carry out
the intent and purposes of this Agreement.
10. The surviving corporation agrees that it may be served
with process in the State of Delaware or in the State of Idaho, in
any proceeding for enforcement of any obligation of the Idaho
Corporation as well as for enforcement of any obligation of the
corporation arising from the Merger, including any suit or other
proceeding to enforce the right of any stockholder as determined in
any appraisal proceeding pursuant to Section 30-1-1302 of the Idaho
Business Corporation Act and shall irrevocably appoint the Secretary
of State of the State of Delaware as its agent in Delaware and the
Secretary of State of the State of Idaho as its agent in Idaho to
accept service of process in any such suit or other proceeding. The
address to which a copy of such process shall be mailed by the
Secretary of State of the State of Delaware shall be c/o The
Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware
19801, and by the Secretary of State of the State of Idaho shall be
Jill Marie Patterson, 908 Davis Street, McCall, Idaho 83638.
11. The surviving corporation hereby reserves the right to
amend, alter, change or repeal any provisions contained in any of
the articles of this Agreement or as the same may hereafter be
amended, in the manner now or hereafter provided by the laws of the
State of Delaware and all rights of the stockholders of the
surviving corporation are granted subject to this reservation.
IN WITNESS WHEREOF, the undersigned have signed this Agreement
this____day of _______ 2000.
SILVER RAMONA MINING, INC. SILVER RAMONA MINING COMPANY
a Delaware corporation an Idaho corporation
By:___________________________ By:___________________________
, President , President
ATTACHMENT "C"
Idaho Statutes
TITLE 30
CORPORATIONS
CHAPTER 1
GENERAL BUSINESS CORPORATIONS
PART 13
DISSENTERS' RIGHTS
30-1-1301. DEFINITIONS. In this part
(1) "Corporation" means the issuer of the shares held by a
dissenter before the corporate action, or the surviving or
acquiring corporation by merger or share exchange of that issuer.
(2) "Dissenter" means a shareholder who is entitled to
dissent from corporate action under section 30-1-1302, Idaho Code,
and who exercises that right when and in the manner required by
sections 30-1-1320 through 30-1-1328, Idaho Code.
(3) "Fair value," with respect to a dissenter's shares,
means the value of the shares immediately before the effectuation
of the corporate action to which the dissenter objects, excluding
any appreciation or depreciation
in anticipation of the corporate action unless exclusion would be
inequitable.
(4) "Interest" means interest from the effective date of the
corporate action until the date of payment, at the average rate
currently paid by the corporation on its principal bank loans or,
if none, at a rate that is fair
and equitable under all the circumstances.
(5) "Record shareholder" means the person in whose name
shares are registered in the records of the corporation or the
beneficial owner of shares to the extent of the rights granted by
a nominee certificate on file
with a corporation.
(6) "Beneficial shareholder" means the person who is a
beneficial owner of shares held in a voting trust or by a nominee
as the record shareholder.
(7) "Shareholder" means the record shareholder or the
beneficial shareholder.
30-1-1302. RIGHT TO DISSENT. (1) A shareholder is entitled to
dissent from, and obtain payment of the fair value of his shares in
the event of, any of the following corporate actions
(a) Consummation of a plan of merger to which the corporation
is a party
(i) If shareholder approval is required for the merger
by section 30-1-1103, Idaho Code, or the articles of
incorporation and the shareholder is entitled to vote on
the merger; or
(ii) If the corporation is a subsidiary that is merged
with its parent under section 30-1-1104, Idaho Code;
(b) Consummation of a plan of share exchange to which the
corporation is a party as the corporation whose shares will be
acquired, if the shareholder is entitled to vote on the plan;
(c) Consummation of a sale or exchange of all, or
substantially all, of the property of the corporation other
than in the usual and regular course of business, if the
shareholder is entitled to vote on the sale or exchange,
including a sale in dissolution, but not including a sale
pursuant to court order or a sale for cash pursuant to a plan
by which all or substantially all of the net proceeds of the
sale will be distributed to the shareholders within one (1)
year after the date of sale;
(d) An amendment of the articles of incorporation that
materially and adversely affects rights in respect of a
dissenter's shares because it
(i) Alters or abolishes a preferential right of the
shares;
(ii) Creates, alters or abolishes a right in respect of
redemption, including a provision respecting a sinking fund for the
redemption or repurchase, of the shares;
(iii) Alters or abolishes a preemptive right of the
holder of the shares to acquire shares or other
securities;
(iv) Excludes or limits the right of the shares to vote
on any matter, or to cumulate votes, other than a
limitation by dilution through issuance of shares or
other securities with similar voting rights; or
(v) Reduces the number of shares owned by the
shareholder to a fraction of a share if the fractional
share so created is to be acquired for cash under section
30-1-604, Idaho Code; or
(e) Any corporate action taken pursuant to a shareholder vote
to the extent the articles of incorporation, bylaws, or a
resolution of the board of directors provides that voting or
nonvoting shareholders are entitled to dissent and obtain
payment for their shares.
(2) A shareholder entitled to dissent and obtain payment for
his shares under this part may not challenge the corporate action
creating his entitlement unless the action is unlawful or
fraudulent with respect to the
shareholder or the corporation.
(3) This section does not apply to the holders of shares of
any class or series if the shares of the class or series are
redeemable securities issued by a registered investment company as
defined pursuant to the investment company act of 1940 (15 U.S.C.
80a-15 U.S.C. 80a-64).
(4) Unless the articles of incorporation of the corporation
provide otherwise, this section does not apply to the holders of
shares of a class or series if the shares of the class or series
were registered on a
national securities exchange, were listed on the national market
systems of the national association of securities dealers
automated quotation system or were held of record by at least two
thousand (2,000) shareholders on the
date fixed to determine the shareholders entitled to vote on the
proposed corporate action.
30-1-1303. DISSENT BY NOMINEES AND BENEFICIAL OWNERS. (1) A
record shareholder may assert dissenters' rights as to fewer than
all the shares registered in his name only if he dissents with
respect to all shares
beneficially owned by any one (1) person and notifies the
corporation in writing of the name and address of each person on
whose behalf he asserts dissenters' rights. The rights of a
partial dissenter under this
subsection are determined as if the shares as to which he dissents
and his other shares were registered in the names of different
shareholders.
(2) A beneficial shareholder may assert dissenters' rights as
to shares held on his behalf only if
(a) He submits to the corporation the record shareholder's
written consent to the dissent not later than the time the
beneficial shareholder asserts dissenters' rights; and
(b) He does so with respect to all shares of which he is the
beneficial shareholder or over which he has power to direct
the vote.
30-1-1320. NOTICE OF DISSENTERS' RIGHTS. (1) If proposed corporate
action creating dissenters' rights under section 30-1-1302, Idaho
Code, is submitted to a vote at a shareholders' meeting, the
meeting notice must state that shareholders are or may be entitled
to assert dissenters' rights under this part and be accompanied by
a copy of this part.
(2) If corporate action creating dissenters' rights under
section 30-1-1302, Idaho Code, is taken without a vote of
shareholders, the corporation shall notify in writing all
shareholders entitled to assert dissenters' rights that the action
was taken and send them the dissenters' notice described in section
30-1-1322, Idaho Code.
30-1-1321. NOTICE OF INTENT TO DEMAND PAYMENT. (1) If proposed
corporate action creating dissenters' rights under section 30-1-
1302, Idaho Code, is submitted to a vote at a shareholders'
meeting, a shareholder who wishes to assert dissenters' rights
(a) Must deliver to the corporation before the vote is taken
written notice of his intent to demand payment for his shares
if the proposed action is effectuated; and
(b) Must not vote his shares in favor of the proposed action.
(2) A shareholder who does not satisfy the requirements of
subsection (1) of this section is not entitled to payment for his
shares under this part.
30-1-1322. DISSENTERS' NOTICE. (1) If proposed corporate action
creating dissenters' rights under section 30-1-1302, Idaho Code, is
authorized at a shareholders' meeting, the corporation shall
deliver a written dissenters' notice to all shareholders who
satisfied the requirements of section 30-1-1321, Idaho Code.
(2) The dissenters' notice must be sent no later than ten (10)
days after the corporate action was taken, and must:
(a) State where the payment demand must be sent and where and
when certificates for certificated shares must be deposited;
(b) Inform holders of uncertificated shares to what extent
transfer of the shares will be restricted after the payment
demand is received;
(c) Supply a form for demanding payment that includes the date
of the first announcement to news media or to shareholders of
the terms of the proposed corporate action and requires that
the person asserting dissenters' rights certify whether or not
he acquired beneficial ownership of the shares before that
date;
(d) Set a date by which the corporation must receive the
payment demand, which date may not be fewer than thirty (30)
nor more than sixty (60) days after the date the notice in
subsection (1) of this section is delivered; and
(e) Be accompanied by a copy of this part.
30-1-1323. DUTY TO DEMAND PAYMENT. (1) A shareholder sent a
dissenters' notice described in section 30-1-1322, Idaho Code, must
demand payment, certify whether he acquired beneficial ownership of
the shares before the date required to be set forth in the
dissenters' notice pursuant to section 30-1-1322(2)(c), Idaho Code,
and, with respect to any certificated shares, deposit his
certificates in accordance with the terms of the notice.
(2) The shareholder who demands payment and, with respect to
any certificated shares, deposits his share certificates under
subsection (1) of this section retains all other rights of a
shareholder until these rights are cancelled or modified by the
taking of the proposed corporate action.
(3) A shareholder who does not demand payment or deposit his
share certificates where required, each by the date set in the
dissenters' notice, is not entitled to payment for his shares under
this part.
30-1-1324. SHARE RESTRICTIONS. (1) The corporation may restrict the
transfer of uncertificated shares from the date the demand for
their payment is received until the proposed corporate action is
taken or the restrictions released under section 30-1-1326, Idaho
Code.
(2) The person for whom dissenters' rights are asserted as to
uncertificated shares retains all other rights of a shareholder
until these rights are cancelled or modified by the taking of the
proposed corporate action.
30-1-1325. PAYMENT. (1) Except as provided in section 30-1-1327,
Idaho Code, as soon as the proposed corporate action is taken, or
upon receipt of a payment demand, the corporation shall pay each
dissenter who complied with section 30-1-1323, Idaho Code, the
amount the corporation estimates to be the fair value of his
shares, plus accrued interest.
(2) The payment must be accompanied by (a) The corporation's
balance sheet as of the end of a fiscal year ending not more than
sixteen (16) months before the date of payment, an income statement
for that year, a statement of changes in shareholders' equity for
that year, and the latest available interim financial statements,
if any; (b) A statement of the corporation's estimate of the fair
value of the shares; (c) An explanation of how the interest was
calculated; (d) A statement of the dissenter's right to demand
payment under section 30-1-1328, Idaho Code; and (e) A copy of this
part.
30-1-1326. FAILURE TO TAKE ACTION. (1) If the corporation does not
take the proposed action within sixty (60) days after the date set
for demanding payment and depositing share certificates, the
corporation shall return the deposited certificates and release the
transfer restrictions imposed on uncertificated shares.
(2) If after returning deposited certificates and releasing
transfer restrictions, the corporation takes the proposed action,
it must send a new dissenters' notice under section 30-1-1322,
Idaho Code, and repeat the payment demand procedure.
30-1-1327. AFTER-ACQUIRED SHARES. (1) A corporation may elect to
withhold payment required by section 30-1-1325, Idaho Code, from a
dissenter unless he was the beneficial owner of the shares before
the date set forth in the dissenters' notice as the date of the
first announcement to news media or to shareholders of the terms of
the proposed corporate action.
(2) To the extent the corporation elects to withhold payment
under subsection (1) of this section, after taking the proposed
corporate action, it shall estimate the fair value of the shares,
plus accrued interest, and
shall pay this amount to each dissenter who agrees to accept it in
full satisfaction of his demand. The corporation shall send with
its offer a statement of its estimate of the fair value of the
shares, an explanation of how the interest was calculated, and a
statement of the dissenter's right to demand payment under section
30-1-1328, Idaho Code.
30-1-1328. PROCEDURE IF SHAREHOLDER DISSATISFIED WITH PAYMENT OR
OFFER. (1) A dissenter may notify the corporation in writing of
his own estimate of the fair value of his shares and amount of
interest due, and demand payment of his estimate, less any payment
under section 30-1-1325, Idaho Code, or reject the corporation's
offer under section 30-1-1327, Idaho Code, and demand payment of
the fair value of his shares and interest due, if
(a) The dissenter believes that the amount paid under section
30-1-1325, Idaho Code, or offered under section 30-1-1327,
Idaho Code, is less than the fair value of his shares or that
the interest due is incorrectly calculated;
(b) The corporation fails to make payment under section 30-1-
1325, Idaho Code, within sixty (60) days after the date set
for demanding payment; or
(c) The corporation, having failed to take the proposed
action, does not return the deposited certificates or release
the transfer restrictions imposed on uncertificated shares
within sixty (60) days after the date set for demanding
payment.
(2) A dissenter waives his right to demand payment under this
section unless he notifies the corporation of his demand in writing
under subsection (1) of this section within thirty (30) days after
the corporation made or offered payment for his shares.
30-1-1330. COURT ACTION TO DETERMINE SHARE VALUE. (1) If a demand
for payment under section 30-1-1328, Idaho Code, remains unsettled,
the corporation shall commence a proceeding within sixty (60) days
after receiving the payment demand and petition the court to
determine the fair value of the shares and accrued interest. If the
corporation does not commence the proceeding within the sixty-day
period, it shall pay each dissenter whose demand remains unsettled
the amount demanded.
(2) The corporation shall commence the proceeding in the Idaho
district court of the county where a corporation's principal office
or, if none in this state, its registered office is located. If the
corporation is a foreign corporation without a registered office in
this state, it shall commence the proceeding in the county in this
state where the registered office of the domestic corporation
merged with or whose shares were acquired by the foreign
corporation was located.
(3) The corporation shall make all dissenters, whether or not
residents of this state, whose demands remain unsettled parties to
the proceeding, as in an action against their shares, and all
parties must be served with a copy of the petition. Nonresidents
may be served by registered or certified mail or by publication as
provided by law.
(4) The jurisdiction of the court in which the proceeding is
commenced under subsection (2) of this section is plenary and
exclusive. The court may appoint one (1) or more persons as
appraisers to receive evidence and recommend decision on the
question of fair value. The appraisers have the powers described in
the order appointing them, or in any amendment to it. The
dissenters are entitled to the same discovery rights as parties in
other civil proceedings.
(5) Each dissenter made a party to the proceeding is entitled
to judgment (a) For the amount, if any, by which the court finds
the fair value of his shares, plus interest, exceeds the amount
paid by the corporation; or (b) For the fair value, plus accrued
interest, of his after-acquired shares for which the corporation
elected to withhold payment under section 30-1-1327, Idaho Code.
30-1-1331. COURT COSTS AND COUNSEL FEES. (1) The court in an
appraisal proceeding commenced under section 30-1-1330, Idaho Code,
shall determine all costs of the proceeding, including the
reasonable compensation and expenses of appraisers appointed by the
court. The court shall assess the costs against the corporation,
except that the court may assess costs against all or some of the
dissenters, in amounts the court finds equitable, to the extent the
court finds the dissenters acted arbitrarily, vexatiously, or not
in good faith in demanding payment under section 30-1-1328, Idaho
Code.
(2) The court may also assess the fees and expenses of
counsel and experts for the respective parties, in amounts the
court finds equitable
(a) Against the corporation and in favor of any or all
dissenters if the court finds the corporation did not
substantially comply with the requirements of sections 30-1-
1320 through 30-1-1328, Idaho Code; or
(b) Against either the corporation or a dissenter, in favor
of any other party, if the court finds that the party against
whom the fees and expenses are assessed acted arbitrarily,
vexatiously, or not in good faith with respect to the rights
provided by this part.
(3) If the court finds that the services of counsel for any
dissenter were of substantial benefit to other dissenters similarly
situated, and that the fees for those services should not be
assessed against the corporation, the court may award to these
counsel reasonable fees to be paid out of the amounts awarded to
dissenters who were benefitted.
ATTACHMENT "D"
SILVER RAMONA MINING COMPANY
FINANCIAL STATEMENTS
December 31, 1998
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
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) $ -
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
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)
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)
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 $ - $ - $ -
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
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.
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.
SILVER RAMONA MINING COMPANY
FINANCIAL STATEMENTS
September 30, 1999
(Unaudited)
SILVER RAMONA MINING COMPANY
(A Development Stage Company)
Balance Sheets
ASSETS
September 30, December 31,
1999 1998
(Unaudited)
CURRENT ASSETS
Cash $ - $ -
TOTAL ASSETS $ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
Accounts payable $ 2,350 $ 500
Total Current Liabilities 2,350 500
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) (78,048) (79,494)
Deficit accumulated during the
development stage (115,100) (111,804)
Total Stockholders' Equity (Deficit) (2,350) (500)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ - $ -
SILVER RAMONA MINING COMPANY
(A Development Stage Company)
Statements of Operations
(Unaudited)
From
Inception on
For the For the May 25,
Three Months Ended Nine Months Ended 1967 Through
September 30, September 30, September 30,
1999 1998 1999 1998 1999
REVENUES $ - $ - $ - $ - $ -
EXPENSES 250 596 3,296 596 115,100
NET LOSS FROM
OPERATIONS (250) (596) (3,296) (596) (115,100)
NET LOSS $ (250) $ (596) $ (3,296) $ (596) $ (115,100)
BASIC LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
SILVER RAMONA MINING COMPANY
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From Inception on May 25, 1967 through September 30, 1999
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)
SILVER RAMONA MINING COMPANY
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)(Continued)
From Inception on May 25, 1967 through September 30, 1999
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)
Capital contributed by
shareholder (unaudited) - - 1,446 -
Net loss for the nine months
ended September 30, 1999
(unaudited) - - - (3,296)
Balance, September 30, 1999
(unaudited) 1,907,984 $ 190,798 $ (78,048) $ (115,100)
SILVER RAMONA MINING COMPANY
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From
Inception on
For the For the May 25,
Three Months Ended Nine Months Ended 1967 Through
September 30, September 30, September 30,
1999 1998 1999 1998 1999
CASH FLOWS FROM OPERATING
ACTIVITIES:
Loss from operations $(250) $(596) $(3,296) $(596) $(115,100)
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 250 596 1,850 596 2,350
Net Cash (Used) by
Operating Activities - - (1,446) - (111,750)
CASH FLOWS FROM INVESTING
ACTIVITIES: - - - - -
CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contributed by shareholder - - 1,446 - 7,352
Issuance of common stock for cash - - - - 104,398
Net Cash Provided by
Financing Activities - - 1,446 - 111,750
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS - - - - -
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD - - - - -
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ - $ - $ - $ - $ -
SILVER RAMONA MINING COMPANY
(A Development Stage Company)
Statements of Cash Flows (Continued)
(Unaudited)
From
Inception on
For the For the May 25,
Three Months Ended Nine Months Ended 1967 Through
September 30, September 30, September 30,
1999 1998 1999 1998 1999
Cash Paid For:
Interest $ - $ - $ - $ - $ -
Income taxes $ - $ - $ - $ - $ -
SUPPLEMENTAL SCHEDULE OF
NON-CASH FINANCING
ACTIVITIES:
Stock issued for services $ - $ - $ - $ - $ 1,000
Expenses paid on the company's
behalf by a shareholder $ - $ - $ 1,446 $ - $ 7,352
SILVER RAMONA MINING COMPANY
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1999
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by
the Company without audit. In the opinion of management,
all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial
position, results of operations and cash flows at September
30, 1999 and 1998 and for all periods presented have been
made.
Certain information and footnote disclosures normally
included in financial statements prepared in accordance
with generally accepted accounting principles have been
condensed or omitted. It is suggested that these condensed
financial statements be read in conjunction with the
financial statements and notes thereto included in the
Company's December 31, 1998 audited financial statements.
The results of operations for the periods ended September
30, 1999 and 1998 are not necessarily indicative of the
operating results for the full years.
