1
As filed with the Securities and Exchange Commission on July
30, 1998
Registration No. _______________
____________________________________________________________
_________________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of
1934
SIEGLE VENTURES, INC.
(Name of Small Business Issuer in its Charter)
Indiana
(State or other
jurisdiction of
incorporation or
organization)
84-1433183
(I.R.S. Employer
Identification No.)
1790 Bonanza Drive, Suite 230, Park City, Utah
84060
(Address of principal executive offices)
(Zip Code)
Issuers telephone number: (435) 649-2526
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each
exchange on which
to be so registered each class is
to be registered
N/A N/A
Securities to be registered under Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)
____________________________________________________________
_________________________
SIEGLE VENTURES, INC.
FORM 10-SB
TABLE OF CONTENTS
PART 1
Page
Item 1. Description of Business . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . 3
Item 2. Managements Discussion and Analysis or Plan
of Operation . . . . . . . . 8
Item 3. Description of Property . . . . . . . . . . . . .
. . . . . . . . . . . . . . .. . . . . . . . 9
Item 4. Security Ownership of Certain Beneficial Owners
and Management . . . 9
Item 5. Directors, Executive Officers, Promoters and
Control Persons . . . . . . . 10
Item 6. Executive Compensation . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . 11
Item 7. Certain Relationships and Related Transactions . .
. . . . . . . . . . . . . . . . 11
Item 8. Description of Securities . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . 11
PART II
Item 1. Market Price of and Dividends on the Registrants
Common Equity
and Other Shareholder Matters . . . . . . . .
. . . . . . . . . . . . . . . . 12
Item 2. Legal Proceedings . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . 14
Item 3. Changes in and Disagreements with Accountants . .
. . . . . . . . . . . . . . . 14
Item 4. Recent Sales of Unregistered Securities . . . . .
. . . . . . . . . . . . . . . . . . . 14
Item 5. Indemnification of Directors and Officers . . . .
. . . . . . . . . . . . . . . . . . . 14
PART F/S
Financial Statements . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . 15
PART III
Item 1. Index to Exhibits . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . 27
Item 2. Description of Exhibits . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . 27
PART I
Item 1. Description of Business
Business Development
SIEGLE VENTURES, INC. (the "Company") was organized on
November 16, 1981 under the laws of the State of Indiana,
having the stated purpose of engaging in the mining
business, with general enumeration of activities related to
the conduct of such business, but with the further provision
that the Company may engage in any lawful activities,
without limitation. The Company was formed with the
contemplated purpose to engage in investment and business
development operations related to mineral research and
exploration, which it pursued on a limited basis during
1982. No claims or other mining interests of any kind were
procured, based on the books and records of the Company.
All these activities had ceased by 1983.
The Company raised $76,500 in cash and services in
exchange for 765 shares of common stock in 1982. Proceeds
from the offering were invested in mining development costs
(geologists, surveys, surface cuts, drilling, and related
administrative costs) in the Siegel Creek region of Idaho,
but no resources were identified and no mining claims were
made. Of these initial shareholdings, 257 shares were
cancelled in 1988 at the stockholders request, and the
original paid in capital related thereto was recorded as
additional paid in capital. Additional shares totaling 492
were issued in subsequent years at the capitalized rate of
$100.00 per share, to related parties such as the officers
and directors, in exchange for services and expenses
advanced on behalf of the Company. See the discussion under
Legal Proceedings, Infra, at Part II Item 2, with regard
to the legal status of this offering and other share
transactions.
After expending all available cash on mining claims
acquisition and exploration during 1982-1983, the Company
discontinued operations in this business. No mining
revenues were ever recorded. The Company has never received
revenues from any source throughout its existence. All cash
was exhausted by 1983, and the Company effectively ceased
doing business as of that year. The deficit accumulated
during the development stage was charged against paid in
capital in the Companys books and records as approved by a
special meeting of shareholders held on June 15, 1995.
On May 30, 1996, the Company forward split its shares
at the rate of 1,000 to 1. On October 9, 1996, James Kerr
acquired 9,000,000 shares of the Company in exchange for
providing cash for working capital, legal, and accounting
expenses necessary to bring the Company up to date and
provide liquidity to meet its ongoing obligations.
The present officers and directors are the promoters of
the Company, and all original promoters, officers, and
directors have resigned (two in 1983, two in 1996, and one
in 1997). After the transaction noted in the preceding
paragraph, the present officers and directors (and
specifically James Kerr) control the Company, owning
approximately ninety percent (90%) of the outstanding
shares, with all other shareholders owning less than five
percent (5%) each. See the discussion under Security
Ownership of Certain Beneficial Owners and Management,
Infra, at Part I, Item 4. There are no formal consulting
agreements outstanding with the promoters, nor any other
parties.
The Company never engaged in any active trade or
business throughout the period from 1983 on, until just
recently. On November 15, 1997, the directors determined
that the Company should become active in seeking potential
operating businesses and business opportunities with the
intent to acquire or merge with such businesses. The
Company then began to consider and investigate potential
business opportunities. The Company is considered a
development stage company and, due to its status as a
shell corporation, its principal business purpose is to
locate and consummate a merger or acquisition with a private
entity. Because of the Company's current status having no
assets and no recent operating history, in the event the
Company does successfully acquire or merge with an operating
business opportunity, it is likely that the Company's
present shareholders will experience substantial dilution
and there will be a probable change in control of the
Company.
The Company is voluntarily filing its registration
statement on Form 10-SB in order to make information
concerning itself more readily available to the public.
Management believes that being a reporting company under the
Securities Exchange Act of 1934, as amended (the Exchange
Act), could provide a prospective merger or acquisition
candidate with additional information concerning the
Company. In addition, management believes that this might
make the Company more attractive to an operating business
opportunity as a potential business combination candidate.
As a result of filing its registration statement, the
Company is obligated to file with the Commission certain
interim and periodic reports including an annual report
containing audited financial statements. The Company
intends to continue to voluntarily file these periodic
reports under the Exchange Act even if its obligation to
file such reports is suspended under applicable provisions
of the Exchange Act.
Any target acquisition or merger candidate of the
Company will become subject to the same reporting
requirements as the Company upon consummation of any such
business combination. Thus, in the event that the Company
successfully completes an acquisition or merger with another
operating business, the resulting combined business must
provide audited financial statements for at least the two
most recent fiscal years or, in the event that the combined
operating business has been in business less than two years,
audited financial statements will be required from the
period of inception of the target acquisition or merger
candidate.
The Company's principal executive offices are located
at 1790 Bonanza Drive, Suite 230, Park City, Utah, 84060,
and its telephone number is (435) 649-2526.
Business of Issuer
The Company has no recent operating history and no
representation is made, nor is any intended, that the
Company will be able to carry on future business activities
successfully. Further, there can be no assurance that the
Company will have the ability to acquire or merge with an
operating business, business opportunity or property that
will be of material value to the Company.
Management plans to investigate, research and, if
justified, potentially acquire or merge with one or more
businesses or business opportunities. The Company currently
has no commitment or arrangement, written or oral, to
participate in any business opportunity and management
cannot predict the nature of any potential business
opportunity it may ultimately consider. Management will have
broad discretion in its search for and negotiations with any
potential business or business opportunity.
Sources of Business Opportunities
The Company intends to use various sources in its
search for potential business opportunities including its
officers and directors, consultants, special advisors,
securities broker-dealers, venture capitalists, members of
the financial community and others who may present
management with unsolicited proposals. Because of the
Company's lack of capital, it may not be able to retain on a
fee basis professional firms specializing in business
acquisitions and reorganizations. Rather, the Company will
most likely have to rely on outside sources, not otherwise
associated with the Company, that will accept their
compensation only after the Company has finalized a
successful acquisition or merger. To date, the Company has
not engaged nor entered into any definitive, agreements nor
understandings regarding retention of any consultant to
assist the Company in its search for business opportunities,
nor is management presently in a position to actively seek
or retain any prospective consultants for these purposes.
The Company does not intend to restrict its search to
any specific kind of industry or business. The Company may
investigate and ultimately acquire a venture that is in its
preliminary or development stage, is already in operation,
or in various stages of its corporate existence and
development. Management cannot predict at this time the
status or nature of any venture in which the Company may
participate. A potential venture might need additional
capital or merely desire to have its shares publicly traded.
The most likely scenario for a possible business arrangement
would involve the acquisition of, or merger with, an
operating business that does not need additional capital,
but which merely desires to establish a public trading
market for its shares. Management believes that the Company
could provide a potential public vehicle for a private
entity interested in becoming a publicly held corporation
without the time and expense typically associated with an
initial public offering.
Evaluation
Once the Company has identified a particular entity as
a potential acquisition or merger candidate, management will
seek to determine whether acquisition or merger is warranted
or whether further investigation is necessary. Such
determination will generally be based on management's
knowledge and experience, or with the assistance of outside
advisors and consultants evaluating the preliminary
information available to them. Management may elect to
engage outside independent consultants to perform
preliminary analysis of potential business opportunities.
However, because of the Company's lack of capital it may not
have the necessary funds for a complete and exhaustive
investigation of any particular opportunity.
In evaluating such potential business opportunities,
the Company will consider, to the extent relevant to the
specific opportunity, several factors including potential
benefits to the Company and its shareholders; working
capital, financial requirements and availability of
additional financing; history of operation, if any; nature
of present and expected competition; quality and experience
of management; need for further research, development or
exploration; potential for growth and expansion; potential
for profits; and other factors deemed relevant to the
specific opportunity.
Because the Company has not located or identified any
specific business opportunity as of the date hereof, there
are certain unidentified risks that cannot be adequately
expressed prior to the identification of a specific business
opportunity. There can be no assurance following
consummation of any acquisition or merger that the business
venture will develop into a going concern or, if the
business is already operating, that it will continue to
operate successfully. Many of the potential business
opportunities available to the Company may involve new and
untested products, processes or market strategies which may
not ultimately prove successful.
Form of Potential Acquisition or Merger
Presently, the Company cannot predict the manner in
which it might participate in a prospective business
opportunity. Each separate potential opportunity will be
reviewed and, upon the basis of that review, a suitable
legal structure or method of participation will be chosen.
The particular manner in which the Company participates in a
specific business opportunity will depend upon the nature of
that opportunity, the respective needs and desires of the
Company and management of the opportunity, and the relative
negotiating strength of the parties involved. Actual
participation in a business venture may take the form of an
asset purchase, lease, joint venture, license, partnership,
stock purchase, reorganization, merger or consolidation. The
Company may act directly or indirectly through an interest
in a partnership, corporation, or other form of
organization, however, the Company does not intend to
participate in opportunities through the purchase of
minority stock positions.
Because of the Companys current status and inactive
status for at least the prior fourteen years, and its
concomitant lack of assets or relevant operating history, it
is likely that any potential merger or acquisition with
another operating business will require substantial dilution
of the Companys existing shareholders. There will probably
be a change in control of the Company, with the incoming
owners of the targeted merger or acquisition candidate
taking over control of the Company. Management has not
established any guidelines as to the amount of control it
will offer to prospective business opportunity candidates,
since this issue will depend to a large degree on the
economic strength and desirability of each candidate, and
corresponding relative bargaining power of the parties.
However, management will endeavor to negotiate the best
possible terms for the benefit of the Companys shareholders
as the case arises.
Management does not have any plans to borrow funds to
compensate any persons, consultants, promoters, or
affiliates in conjunction with its efforts to find and
acquire or merge with another business opportunity.
Management does not have any plans to borrow funds to pay
compensation to any prospective business opportunity, or
shareholders, management, creditors, or other potential
parties to the acquisition or merger. In either case, it is
unlikely that the Company would be able to borrow
significant funds for such purposes from any conventional
lending sources. In all probability, a public sale of the
Companys securities would also be unfeasible, and
management does not contemplate any form of new public
offering at this time. In the event that the Company does
need to raise capital, it would most likely have to rely on
the private sale of its securities. Such a private sale
would be limited to persons exempt under the Commissions
Regulation D or other rule or provision for exemption, if
any applies. However, no private sales are contemplated by
the Companys management at this time. If a private sale of
the Companys securities is deemed appropriate in the
future, management will endeavor to acquire funds on the
best terms available to the Company. However, there can be
no assurance that the Company will be able to obtain funding
when and if needed, or that such funding, if available, can
be obtained on terms reasonable or acceptable to the
Company. The Company does not anticipate using Regulation S
promulgated under the Securities Act of 1933 to raise any
funds any time within the next year, subject only to its
potential applicability after consummation of a merger or
acquisition. Although not presently anticipated by
management, there is a remote possibility that the Company
might sell its securities to its management or affiliates.
In the event of a successful acquisition or merger, a
finders fee, in the form of cash or securities of the
Company, may be paid to persons instrumental in facilitating
the transaction. The Company has not established any
criteria or limits for the determination of a finders fee,
although most likely an appropriate finders fee will be
negotiated between the parties, including the potential
business opportunity candidate, based upon economic
considerations and reasonable value as estimated and
mutually agreed at that time. A finders fee would only be
payable upon completion of the proposed acquisition or
merger in the normal case, and management does not
contemplate any other arrangement at this time. Management
has not actively undertaken a search for, nor retention of,
any finders fee arrangement with any person. It is
possible that a potential merger or acquisition candidate
would have its own finders fee arrangement, or other
similar business brokerage or investment banking
arrangement, whereupon the terms may be governed by a pre-
existing contract; in such case, the Company may be limited
in its ability to affect the terms of compensation, but most
likely the terms would be disclosed and subject to approval
pursuant to submission of the proposed transaction to a vote
of the Companys shareholders. Management cannot predict
any other terms of a finders fee arrangement at this time.
It would be unlikely that a finders fee payable to an
affiliate of the Company would be proposed because of the
potential conflict of interest issues. If such a fee
arrangement was proposed, independent management and
directors would negotiate the best terms available to the
Company so as not to compromise the fiduciary duties of the
affiliate in the proposed transaction, and the Company would
require that the proposed arrangement would be submitted to
the shareholders for prior ratification in an appropriate
manner.
Management does not contemplate that the Company would
acquire or merge with a business entity in which any
affiliates of the Company have an interest. Any such
related party transaction, however remote, would be
submitted for approval by an independent quorum of the Board
of Directors and the proposed transaction would be submitted
to the shareholders for prior ratification in an appropriate
manner. None of the Companys managers, directors, or other
affiliated parties have had any contact, discussions, or
other understandings regarding any particular business
opportunity at this time, regardless of any potential
conflict of interest issues. Accordingly, the potential
conflict of interest is merely a remote theoretical
possibility at this time.
Rights of Shareholders
It is presently anticipated by management that prior to
consummating a possible acquisition or merger, the Company
will seek to have the transaction ratified by shareholders
in the appropriate manner. Most likely, this would require
a general or special shareholders meeting called for such
purpose, wherein all shareholders would be entitled to vote
in person or by proxy. In the notice of such a shareholders
meeting and proxy statement, the Company will provide
shareholders complete disclosure documentation concerning a
potential acquisition of merger candidate, including
financial information about the target and all material
terms of the acquisition or merger transaction. Under
Indiana Corporate Law, which is not modified by the articles
of incorporation nor by-laws of the Company, a simple
majority vote of shareholders participating in person or by
proxy in a duly-noticed and authorized meeting of
shareholders, constituting a quorum (i.e., simple majority)
of shareholders eligible to vote, is required for
ratification of any such resolution put before the
shareholders.
Competition
Because the Company has not identified any potential
acquisition or merger candidate, it is unable to evaluate
the type and extent of its likely competition. The Company
is aware that there are several other public companies with
only nominal assets that are also searching for operating
businesses and other business opportunities as potential
acquisition or merger candidates. The Company will be in
direct competition with these other public companies in its
search for business opportunities and, due to the Company's
lack of funds, it may be difficult to successfully compete
with these other companies.
Employees
As of the date hereof, the Company does not have any
paid employees and has no plans for retaining employees
until such time as the Company's business warrants the
expense, or until the Company successfully acquires or
merges with an operating business. The Officers are
employees at-will, but lack any compensation agreements at
this time, and are not being paid. The Company may find it
necessary to periodically hire part-time clerical help on an
as-needed basis.
Facilities
The Company is currently using as its principal place
of business the business offices of the President and
director, Jim Ruzicka, located in Park City, Utah. Although
the Company has no written agreement and pays no rent for
the use of this facility, it is contemplated that at such
future time as an acquisition or merger transaction may be
completed, the Company will secure commercial office space
from which it will conduct its business. Until such an
acquisition or merger, the Company lacks any basis for
determining the kinds of office space or other facilities
necessary for its future business. The Company has no
current plans to secure such commercial office space. It is
also possible that a merger or acquisition candidate would
have adequate existing facilities upon completion of such a
transaction, and the Companys principal offices may be
transferred to such existing facilities.
Industry Segments
No information is presented regarding industry
segments. The Company is presently a development stage
company seeking a potential acquisition of or merger with a
yet to be identified business opportunity. Reference is made
to the statements of income included herein in response to
Part F/S of this Form 10-SB for a report of the Company's
operating history for the past two fiscal years.
Item 2. Management's Discussion and Analysis or Plan of
Operation
The Company is considered a development stage company
with no assets or capital and with no operations or income
since 1983. The costs and expenses associated with the
preparation and filing of this registration statement and
other operations of the Company have been paid for by the
major shareholder and an unpaid consultant and shareholder
of the Company, specifically James Kerr and H. Deworth
Williams (see Item 4, Security Ownership of Certain
Beneficial Owners and Management - James Kerr). It is
anticipated that the Company will require only nominal
capital to maintain the corporate viability of the Company
and necessary funds will most likely be provided by the
Company's existing shareholders or its officers and
directors in the immediate future. However, unless the
Company is able to facilitate an acquisition of or merger
with an operating business or is able to obtain significant
outside financing, there is substantial doubt about its
ability to continue as a going concern.
In the opinion of management, inflation has not and
will not have a material effect on the operations of the
Company until such time as the Company successfully
completes an acquisition or merger. At that time, management
will evaluate the possible effects of inflation on the
Company as it relates to its business and operations
following a successful acquisition or merger.
Plan of Operation
During the next twelve months, the Company will
actively seek out and investigate possible business
opportunities with the intent to acquire or merge with one
or more business ventures. In its search for business
opportunities, management will follow the procedures
outlined in Item 1 above. Because the Company lacks finds,
it may be necessary for the officers and directors to either
advance funds to the Company or to accrue expenses until
such time as a successful business consolidation can be
made. Management intends to hold expenses to a minimum and
to obtain services on a contingency basis when possible.
Further, the Company's directors will defer any compensation
until such time as an acquisition or merger can be
accomplished and will strive to have the business
opportunity provide their remuneration. However, if the
Company engages outside advisors or consultants in its
search for business opportunities, it may be necessary for
the Company to attempt to raise additional funds. As of the
date hereof, the Company has not made any arrangements or
definitive agreements to use outside advisors or consultants
or to raise any capital. In the event the Company does need
to raise capital most likely the only method available to
the Company would be the private sale of its securities.
Because of the nature of the Company as a development stage
company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from
either a commercial or private lender. There can be no
assurance that the Company will be able to obtain additional
funding when and if needed, or that such funding, if
available, can be obtained on terms acceptable to the
Company.
The Company does not intend to use any employees, with
the possible exception of part-time clerical assistance on
an as-needed basis. Outside advisors or consultants will be
used only if they can be obtained for minimal cost or on a
deferred payment basis. Management is confident that it will
be able to operate in this manner and to continue its search
for business opportunities during the next twelve months.
Item 3. Description of Property
The information required by this Item 3 is not
applicable to this Form 10-SB due to the fact that the
Company does not own or control any material property.
Item 4. Security Ownership of Certain Beneficial Owners
and Management
The following table sets forth information, to the best
knowledge of the Company as of the date of this filing, with
respect to each person known by the Company to own
beneficially more than 5% of the Company's outstanding
common stock, each director of the Company and all directors
and officers of the Company as a group.
Name and Address of Amount and Nature of
Percent
Beneficial Owner Beneficial Ownership
of Class
James Kerr 9,050,000 90.4%
4087 So. 1300 East
Salt Lake City, Utah 84124
Management:
James Kerr 9,050,000 90.4%
4087 So. 1300 East
Salt Lake City, Utah 84124
Jim Ruzicka 5,000
0.05%
P.O. Box 3868
Park City, Utah 84060
Tom Gallagher 5,000
0.05%
P.O. Box 3868
Park City, Utah 84060
_____________ ___________
Total: 9,060,000
90.5%
- --------------------------------
Note: The Company has been advised that each of the persons
listed above has sole voting power over the shares indicated
above. Percent of Class (third column above) is based on
10,010,000 shares of common stock outstanding on the date of
this filing.
Item 5. Directors, Executive Officers, Promoters and
Control Persons
The directors and executive officers of the Company and
their respective ages are as follows:
Name Age Position
Jim Ruzicka 55 President and
Director
Tom Gallagher 53 Secretary-Treasurer
and Director
James Kerr 44 Director
All directors hold office until the next annual meeting
of stockholders and until their successors have been duly
elected and qualified. There are no agreements with respect
to the election of directors. The Company has not
compensated its directors for service on the Board of
Directors or any committee thereof. As of the date hereof,
no director has accrued any expenses or compensation.
Officers are appointed annually by the Board of Directors
and each executive officer serves at the discretion of the
Board of Directors. The Company does not have any standing
committees at this time.
No director, officer, affiliate or promoter of the
Company has, within the past five years, filed any
bankruptcy petition, been convicted in or been the subject
of any pending criminal proceedings, or is any such person
the subject or any order, judgment or decree involving the
violation of any state or federal securities laws.
James Kerr is also a director of Overlook Healthcare
Systems, Inc., a Utah corporation, and NAVA LEISURE USA,
INC., an Idaho corporation.
The business experience of each of the persons listed
above during the past five years is as follows:
Jim Ruzicka is the President of the Company, and has
been a director of the Company since October 2, 1996. For
the last five years (and previously), Mr. Ruzicka has been
the owner-operator of a ski tour package company doing
business in Utah, Colorado, Jackson Hole, Wyoming, and Lake
Tahoe, California. Prior to 1983, he owned and operated
seven restaurants in Chicago, Illinois and surrounding
suburbs. He attended Aurora College in Aurora, Illinois,
studying liberal arts without receiving a degree.
Tom Gallagher is the Secretary and Treasurer of the
Company, and has been a director of the Company since
October 2, 1996. For the last five years (and previously),
Mr. Gallagher has been a water specialist with Alpine Water
Systems of Provo, Utah, and a real estate broker with Sun an
Ski Properties of Park City, Utah. He has also worked for
the State of Utah as a labor economist. He received his
Bachelor of Arts degree in Sociology from Pacific Lutheran
University in Tacoma, Washington in 1976. In 1977-1978, he
attended California State University at Northridge,
California, participating in advanced graduate studies in
sociology. In 1980-1981, he participated in additional
graduate studies in statistical analysis at the University
of Utah in Salt Lake City, Utah.
James Kerr has been a director of the Company since
March 31, 1997. Since 1994, Mr. Kerr has worked as an
independent production manager and/or lighting technician
for a number of companies situated in and around Salt Lake
City, Utah, including Great Day Ltd., Video West, Bonneville
Communications, Scopes, Garcia & Carlisle, Rutherford
Productions, Stillson & Stillson, and Advantage Video. In
1993, Mr. Kerr was employed in equipment repair and
maintenance for Redman Movies & Stories of Salt Lake City,
Utah, and as a ski test programmer for Great Day Ltd. of
Utah. Previously, he has operated his own business as a
self-employed independent auto mechanic.
Item 6. Executive Compensation
The Company has not had a bonus, profit sharing, or
deferred compensation plan for the benefit of its employees,
officers or directors. The Company has not paid any salaries
or other compensation to its officers, directors or
employees for the years ended December 31, 1995, 1996, and
1997, nor at any time during 1998. Further, the Company has
not entered into an employment agreement with any of its
officers, directors or any other persons and no such
agreements are anticipated in the immediate future. It is
intended that the Company's directors will defer any
compensation until such time as an acquisition or merger can
be accomplished and will strive to have the business
opportunity provide their remuneration. As of the date
hereof, no person has accrued any compensation from the
Company.
Item 7. Certain Relationships and Related Transactions
During the Company's last two fiscal years, there have
not been any transactions between the Company and any
officer, director, nominee for election as director, or any
shareholder owning greater than five percent (5%) of the
Company's outstanding shares, nor any member of the above
referenced individuals' immediate family.
Item 8. Description of Securities
Common Stock
The Company is authorized to issue 25,000,000 shares of
common stock, no par value, of which 10,010,000 shares are
issued and outstanding as of the date hereof. All shares of
common stock have equal rights and privileges with respect
to voting, liquidation and dividend rights. Each share of
common stock entitles the holder thereof to (i) one non-
cumulative vote for each share held of record on all matters
submitted to a vote of the stockholders; (ii) to participate
equally and to receive any and all such dividends as may be
declared by the Board of Directors out of funds legally
available therefor; and (iii) to participate pro rata in any
distribution of assets available for distribution upon
liquidation of the Company. Stockholders of the Company have
no pre-emptive rights to acquire additional shares of common
stock or any other securities. The common stock is not
subject to redemption and carries no subscription or
conversion rights. All outstanding shares of common stock
are fully paid and non-assessable.
Preferred Stock
The Company does not have any preferred stock,
authorized or issued.
PART II
Item 1. Market Price of and Dividends on the
Registrants Common Equity and Other Shareholder Matters
No shares of the Company's common stock have previously
been registered with the Securities and Exchange Commission
(the "Commission") or any state securities agency or
authority. The Company has made an application to the NASD
for the Company's shares to be quoted on the OTC Bulletin
Board. The Company's application to the NASD consists of
current corporate information, financial statements and
other documents as required by Rule 15c2-1-1 of the
Securities Exchange Act of 1934, as amended. Inclusion on
the OTC Bulletin Board permits price quotations for the
Company's shares to be published by such service. The
Companys common shares are not currently quoted at any
price, and there has not been any reported trading activity.
The Company is not aware of any established trading market
for its common stock nor is there any record of any reported
trades in the public market. The Company's common stock has
never traded in a public market.
If and when the Company's common stock is traded in the
over-the-counter market, most likely the shares will be
subject to the provisions of Section 15(g) and Rule 15g-9 of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), commonly referred to as the "penny stock"
rule. Section 15(g) sets forth certain requirements for
transactions in penny stocks and Rule 15g-9(d)(l)
incorporates the definition of penny stock as that used in
Rule 3a51-1 of the Exchange Act.
The Commission generally defines penny stock to be any
equity security that has a market price less than $5.00 per
share, subject to certain exceptions. Rule 3a51-1 provides
that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national
securities exchange meeting specified criteria set by the
Commission; authorized for quotation on The NASDAQ Stock
Market; issued by a registered investment company; excluded
from the definition on the basis of price (at least $5.00
per share) or the issuer's net tangible assets; or exempted
from the definition by the Commission. If the Company's
shares are deemed to be a penny stock, trading in the shares
will be subject to additional sales practice requirements on
broker-dealers who sell penny stocks to persons other than
established customers and accredited investors, generally
persons with assets in excess of $1,000,000 or annual income
exceeding $200,000, or $300,000 together with their spouse.
For transactions covered by these rules, broker-dealers
must make a special suitability determination for the
purchase of such securities and must have received the
purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a
penny stock, unless exempt, the rules require the delivery,
prior to the first transaction, of a risk disclosure
document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the
broker-dealer and the registered representative, and current
quotations for the securities. Finally, monthly statements
must be sent disclosing recent price information for the
penny stocks held in the account and information on the
limited market in penny stocks. Consequently, these rules
may restrict the ability of broker-dealers to trade and/or
maintain a market in the Company's common stock and may
affect the ability of shareholders to sell their shares.
As of the date of this filing, there were 42 holders of
record of the Company's common stock.
As of the date hereof, the Company has issued and
outstanding 10,010,000 shares of common stock. Of this
total, 950,000 (post-forward split) shares were issued in
transactions more than two years ago. Thus, all shares
issued more than two years ago and may be sold or otherwise
transferred without restriction pursuant to the terms of
Rule 144 ("Rule 144") of the Securities Act of 1933, as
amended (the "Act"), unless held by an affiliate or
controlling shareholder of the Company. Of these shares,
the Company has identified 9,060,000 shares as being held by
affiliates of the Company. The remaining 132,000 shares are
deemed free from restrictions and may be sold and/or
transferred without further registration under the Act.
The 9,060,000 shares presently held by affiliates or
controlling shareholders of the Company may be sold pursuant
to Rule 144, subject to the volume and other limitations set
forth under Rule 144. In general, under Rule 144 as
currently in effect, a person (or persons whose shares are
aggregated) who has beneficially owned restricted shares of
the Company for at least two years, including any person who
may be deemed to be an "affiliate" of the Company (as the
term "affiliate" is defined under the Act), is entitled to
sell, within any three-month period, an amount of shares
that does not exceed the greater of (i) the average weekly
trading volume in the Company's common stock during the four
calendar weeks preceding such sale, or (ii) 1% of the shares
then outstanding. A person who is not deemed to be an
"affiliate" of the Company and who has held restricted
shares for at least one year would be entitled to sell such
shares without regard to the resale limitations of Rule 144.
Dividend Policy
The Company has not declared or paid cash dividends or
made distributions in the past, and the Company does not
anticipate that it will pay cash dividends or make
distributions in the foreseeable future. The Company
currently intends to retain and reinvest future earnings, if
any, to finance its operations.
Item 2. Legal Proceedings
The Company is currently not a party to any material
pending legal proceedings and no such action by, or to the
best of its knowledge, against the Company has been
threatened. The Company was inactive from 1983 through the
present date of this Form 10-SB. In the absence of any
other known litigation matters pending or threatened, the
Company believes that all litigation matters are currently
resolved.
The Company has relied on Regulation D exemption for
the shares issued in 1982 and 1990, which shares were issued
to related-party insiders believed to be exempt pursuant to
Regulation D. As noted above, the Company has never
received any notice of pending or threatened litigation, nor
any regulatory actions, regarding the sales of any of these
securities. In addition, these transactions occurred in the
very distant past, such that the possibility of any action
taking place at this time would not be barred by applicable
statutes of limitation seems extremely remote, if not
impossible. Even an action based on a claim subject to
tolling until discovery should have begun to run from such
time as a reasonable person should have been put on notice
of their claim, which should be no later than when the
Company ceased doing business, which was certainly no later
than 1983. Accordingly, the Company believes that its
shares were properly issued from inception, but in any case,
that no claims may be validly brought by any persons now or
ever holding an interest in the Companys shares.
Some of the initial promoters of the Company, none of
whom have any present management, control, consulting,
shareholding, or other interest in the Company, were
subject to an inquiry by the State of Indiana, Office of the
Secretary of State, Securities Division, based on which a
cease and desist order prohibiting the sale of unregistered
securities was issued on July 5, 1988. However, the terms
of the order do not make any reference to the Company, and
appear to arise from activities related to other corporate
entities. Given that these individuals are not affiliated
with the Company in any way at present, and that the order
relates to activities occurring more than a decade ago, it
is submitted that this order is not relevant to the present
registration. Nevertheless, this information is provided by
the Company in the interest of full disclosure.
Item 3. Changes in and Disagreements with Accountants
Item 3 is not applicable to this Form 10-SB.
Item 4. Recent Sales of Unregistered Securities
All issues of securities by the Company were made more
than three years ago.
Item 5. Indemnification of Directors and Officers
The Company has not made any provision for the
indemnification of its officers or directors. The Articles
of Incorporation and by-laws do not have any provisions for
indemnification. Neither the Company's Articles of
Incorporation nor by-laws makes provisions for the purchase
of liability insurance on behalf of its officers or
directors. The Company does not maintain any such liability
insurance.
Transfer Agent
The Company has designated Interstate Transfer Company, 56
West 400 South, Suite 260, Salt Lake City, Utah, 84101, as
its transfer agent.
PART F/S
Financial Statements and Supplementary Data
The Company's financial statements for the years ended
December 31, 1997 and quarter ended March 31, 1997, have
been examined to the extent indicated in their reports by
Jones, Jensen & Company, independent certified accountants,
and have been prepared in accordance with generally accepted
accounting principles and pursuant to Regulation S-B as
promulgated by the Securities and Exchange Commission and
are included herein, on the following eleven (11) pages, in
response to Part F/S of this Form 10-SB.
PART III
Item 1. Index to Exhibits
The following exhibits are filed with this Registration
Statement:
Exhibit No. Exhibit Name
2(I) Articles of Incorporation
2(ii) By-laws
4 Specimen Stock Certificate
_____________________________
Item 2. Description of Exhibits
See Item 1 above.
SIGNATURES
In accordance with Section 12 of the Securities
Exchange Act of 1934, the registrant caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
SIEGLE VENTURES, INC.
(Registrant)
By: __ /s/ Jim Ruzicka
Date: July 30, 1998 Jim Ruzicka,
President
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
THE FOLLOWING FINANCIAL DATA SCHEDULE IS SUBMITTED PENDING AN AMENDED
FORM 10SB WITH AUDITED FINANCIAL STSTAEMENTS. THE AUDIT HAS BEEN
PREPARED, BUT FINANCIAL STATEMENTS IN EDGAR FORMAT ARE STILL PENDING.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<CASH> 4,450
<RECEIVABLES> 192
<CURRENT ASSETS> 4,642
<PP&E> 0
<TOTAL-ASSETS> 4,642
<CURRENT-LIABILITIES> 0
<COMMON> 4,642
<TOTAL-LIABILITY-AND-EQUITY> 4,642
<TOTAL-REVENUES> 0
<OTHER-EXPENSES> 400
<NET-INCOME> (400)
<EPS-PRIMARY> 0
</TABLE>
