U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB-A1
First Amended Registration Statement on Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
CHEROKEE MINERALS AND OIL, INC.
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(Name of Small Business Issuer as specified in its charter)
NEVADA APPLIED FOR
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(State or other jurisdiction of (I.R.S. incorporation or
organization) Employer I.D. No.)
8989 South Scofield Circle
Sandy, Utah 84093
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(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (801) 942-2912
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
$0.001 Par Value Common Voting Stock
------------------------------------
Title of Class
DOCUMENTS INCORPORATED BY REFERENCE: See the Exhibit Index herein.
<PAGE>
PART I
Item 1. Description of Business.
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Business Development.
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Organization and Charter Amendments
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Cherokee Minerals and Oil, Inc. (the "Company") was organized
under the laws of the State of Nevada on May 19, 1919, under the name "Lincoln
Divide Mining Company." The Company was formed for the purpose of engaging in
any activity or business related to locating, working, developing, leasing,
buying, selling and otherwise dealing in mines, mining locations or mining
claims.
The Company's initial authorized capital consisted of 1,500,000
shares of $0.10 par value common voting stock. A copy of the Company's
initial Articles of Incorporation was attached to its Registration Statement
on Form 10-SB, filed February 5, 1998. See Item 13 herein.
The following amendments to the Company's Articles of
Incorporation were duly adopted and filed with the Secretary of State of
Nevada in accordance with the Nevada Revised Statutes from inception to the
date hereof, to wit:
(1) Increased authorized capital from 1,500,000 shares of $0.10
par value common voting stock to 3,000,000 shares of $0.10
par value common voting stock (1/15/73);
(2) Changed name to "Lincoln Divide Industries, Inc." (5/10/73);
(3) Changed the number of members of the Board of Directors to a
minimum of five and a maximum of 11 (7/16/73);
(4) Changed name to "NAVSAT, Inc.," and increased the authorized
capital to 30,000,000 shares of $0.10 par value
common voting stock (5/14/74);
(5) Changed name to "Lincoln Divide Industries, Inc." (10/8/76);
(6) Changed name to "Cherokee Minerals and Oil, Inc."; reduced par
value to $0.01 per share; and set the minimum
number of members of the Board of Directors at three and the
maximum number at 11 (2/25/80);
(7) Reverse split the outstanding securities on a basis of one
for 50, while retaining the authorized capital and par
value, and with appropriate adjustments in the stated
capital and capital surplus accounts of the Company
(3/5/96); and,
(8) Reduced the par value from $0.01 per share to $0.001 per
share (1/31/98).
Copies of these amendments to the Articles of Incorporation were
attached to the Company's Registration Statement on Form 10-SB. See Item 13
herein.
Mergers and Reorganizations
---------------------------
The following mergers and reorganizations were duly adopted and
completed from inception to the date hereof, to wit:
(1) HID-WA Corporation ("HID-WA") merged into the Company on
January 15, 1973; and,
(2) The Company acquired all of the assets of Total Resources,
Inc. on March 3, 1981.
Changes of Control During the Past Three Years
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Pursuant to the Bylaws and the Nevada Revised Statues, the
following changes of control have occurred during the past three years, to
wit:
(1) James Wayne McLeod and Jacqueline A. McLeod resigned and
designated, in seratim, David C. Merrell and Michael Brown,
to serve as directors and executive officers of the Company.
David C. Merrell was elected President and Michael Brown was
elected Secretary/Treasurer (2/1/96).
(2) David C. Merrell and Michael Brown resigned and designated,
in seratim, Joe K. Johnson and Melinda Johnson, to serve as
directors and executive officers of the Company. Joe
Johnson was elected President and Melinda Johnson was elected
Secretary/Treasurer (1/5/98).
See the caption "Security Ownership of Certain Beneficial Owners
and Management," Part I, Item 4, of this Registration Statement.
Sales of "unregistered" and "restricted" securities over the past three
years
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See the caption "Recent Sales of Unregistered Securities," Part
II, Item 4, of this Registration Statement.
Business.
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Other than the above-referenced matters and seeking and
investigating potential assets, property or businesses to acquire, the Company
has had no material business operations for over five years. To the extent
that the Company intends to continue to seek the acquisition of assets,
property or business that may benefit the Company and its stockholders, it is
essentially a "blank check" company. As of December 31, 1997, the end of its
most recent calendar year, the Company had no assets and a stockholders'
deficit of $1892. Because of this lack of assets and the fact that the
Company conducts no material business, management anticipates that any such
venture would require it to issue shares of its common stock as the sole
consideration for the venture. This may result in substantial dilution of the
shares of current stockholders. The Company's Board of Directors shall make
the final determination whether to complete any such venture; the approval of
stockholders will not be sought unless required by applicable laws, rules and
regulations, its Articles of Incorporation or Bylaws, or contract. The
Company makes no assurance that any future enterprise will be profitable or
successful.
The Company is not currently engaging in any substantive business
activity and has no plans to engage in any such activity in the foreseeable
future. In its present form, the Company may be deemed to be a vehicle to
acquire or merge with a business or company. The Company does not intend to
restrict its search to any particular business or industry, and the areas in
which it will seek out acquisitions, reorganizations or mergers may include,
but will not be limited to, the fields of high technology, manufacturing,
natural resources, service, research and development, communications,
transportation, insurance, brokerage, finance and all medically related
fields, among others. The Company recognizes that the number of suitable
potential business ventures that may be available to it may be extremely
limited, and may be restricted to entities who desire to avoid what these
entities may deem to be the adverse factors related to an initial public
offering ("IPO"). The most prevalent of these factors include substantial time
requirements, legal and accounting costs, the inability to obtain an
underwriter who is willing to publicly offer and sell shares, the lack of or
the inability to obtain the required financial statements for such an
undertaking, limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entities, along with other
conditions or requirements imposed by various federal and state securities
laws, rules and regulations. Any of these types of entities, regardless of
their prospects, would require the Company to issue a substantial number of
shares of its common stock to complete any such acquisition, reorganization or
merger, usually amounting to between 80% and 95% of the outstanding
shares of the Company following the completion of any such transaction;
accordingly, investments in any such private entity, if available, would be
much more favorable than any investment in the Company.
Although the Company has not communicated with any other entity with
respect to any potential merger or acquisition transaction, management has
determined to file this Registration Statement on a voluntary basis. In order
to have stock quotations for its common stock on the National Association of
Securities Dealers' Automated Quotation System ("Nasdaq"), an issuer must have
such securities registered under the 1934 Act. Upon the effective date of
this Registration Statement, the Company's common stock will become registered
for purposes of the 1934 Act. Management believes that this will make the
Company more desirable for entities that may be interested in engaging in a
merger or acquisition transaction. To the extent that management deems it
advisable or necessary to maintain a quotation of its common stock on any
securities market, the Company will voluntarily file periodic reports in the
event its obligation to file such reports is terminated under the Securities
Exchange Act of 1934.
In the event that the Company engages in any transaction resulting
in a change of control of the Company and/or the acquisition of a business,
the Company will be required to file with the Securities and Exchange
Commission (the "Commission") a Current Report on Form 8-K within 15 days of
such transaction. A filing on Form 8-K also requires the filing of audited
financial statements of the business acquired, as well as pro forma financial
information consisting of a pro forma condensed balance sheet, pro forma
statements of income and accompanying explanatory notes.
Management intends to consider a number of factors prior to making
any decision as to whether to participate in any specific business endeavor,
none of which may be determinative or provide any assurance of success. These
may include, but will not be limited to an analysis of the quality of the
entity's management personnel; the anticipated acceptability of any new
products or marketing concepts; the merit of technological changes; its
present financial condition, projected growth potential and available
technical, financial and managerial resources; its working capital, history of
operations and future prospects; the nature of its present and expected
competition; the quality and experience of its management services and the
depth of its management; its potential for further research, development or
exploration; risk factors specifically related to its business operations; its
potential for growth, expansion and profit; the perceived public recognition
or acceptance of its products, services, trademarks and name identification;
and numerous other factors which are difficult, if not impossible, to properly
or accurately analyze, let alone describe or identify, without referring to
specific objective criteria.
Regardless, the results of operations of any specific entity may
not necessarily be indicative of what may occur in the future, by reason of
changing market strategies, plant or product expansion, changes in product
emphasis, future management personnel and changes in innumerable other
factors. Further, in the case of a new business venture or one that is in a
research and development mode, the risks will be substantial, and there will
be no objective criteria to examine the effectiveness or the abilities of its
management or its business objectives. Also, a firm market for its products or
services may yet need to be established, and with no past track record, the
profitability of any such entity will be unproven and cannot be predicted with
any certainty.
Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, due to time constraints of management, these activities
may be limited.
The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor. The Company
anticipates that proposed business ventures will be made available to it
through personal contacts of directors, executive officers and principal
stockholders, professional advisors, broker dealers in securities, venture
capital personnel, members of the financial community and others who may
present unsolicited proposals. In certain cases, the Company may agree to pay
a finder's fee or to otherwise compensate the persons who submit a potential
business endeavor in which the Company eventually participates. Such persons
may include the Company's directors, executive officers, beneficial owners or
their affiliates. In this event, such fees become a factor in negotiations
regarding a potential acquisition and, accordingly, present a conflict of
interest for such individuals. Because the Company presently has no assets,
it is expected that such fees would be paid from the proceeds received by the
Company in consideration of the completion of a merger or acquisition
transaction, as discussed in more detail below. The Company has not placed
any limits on the amount of any finder's fee that may be paid.
Although the Company has not identified any potential acquisition
target, the possibility exists that the Company may acquire or merge with a
business or company in which the Company's executive officers, directors,
beneficial owners or their affiliates may have an ownership interest; a
transaction of this type would create a conflict of interest for such a
person. Current Company policy does not prohibit such transactions or place
any limits on any pecuniary gain that may be received by Company "insiders" in
such a transaction. Because no such transaction is currently contemplated, it
is impossible to estimate the potential pecuniary benefits to these persons.
Further, substantial fees are often paid in connection with the
completion of these types of acquisitions, reorganizations or mergers, ranging
from a small amount to as much as $250,000. These fees are usually divided
among promoters or founders, after deduction of legal, accounting and other
related expenses, and it is not unusual for a portion of these fees to be paid
to members of management or to principal stockholders as consideration for
their agreement to retire a portion of the shares of common stock owned by
them. In the event that such fees are paid, they may become a factor in
negotiations regarding any potential acquisition by the Company and,
accordingly, present a conflict of interest for such individuals.
None of the Company's directors, executive officers or promoters,
or their affiliates or associates, has had any negotiations with any
representatives of the owners of any business or company regarding the
possibility of an acquisition or merger transaction with the Company. Nor are
there any present plans, proposals, arrangements or understandings with any
such persons regarding the possibility of any acquisition or merger involving
the Company.
Risk Factors.
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In any business venture, there are substantial risks specific to
the particular enterprise which cannot be ascertained until a potential
acquisition, reorganization or merger candidate has been identified; however,
at a minimum, the Company's present and proposed business operations will be
highly speculative and be subject to the same types of risks inherent in any
new or unproven venture, and will include those types of risk factors outlined
below.
Extremely Limited Assets; No Source of Revenue. The Company has
virtually no assets and has had no revenue for over five years or to the date
hereof. Nor will the Company receive any revenues until it completes an
acquisition, reorganization or merger, at the earliest. The Company can
provide no assurance that any acquired business will produce any material
revenues for the Company or its stockholders or that any such business will
operate on a profitable basis.
Discretionary Use of Proceeds; "Blank Check" Company. Because the
Company is not currently engaged in any substantive business activities, as
well as management's broad discretion with respect to the acquisition of
assets, property or business, the Company may be deemed to be a "blank check"
company. Although management intends to apply any proceeds it may receive
through the issuance of stock or debt to a suitable acquisition, subject to
the criteria identified above, such proceeds will not otherwise be designated
for any more specific purpose. The Company can provide no assurance that any
use or allocation of such proceeds will allow it to achieve its business
objectives.
Absence of Substantive Disclosure Relating to Prospective
Acquisitions. Because the Company has not yet identified any assets, property
or business that it may acquire, potential investors in the Company will have
virtually no substantive information upon which to base a decision whether to
invest in the Company. Potential investors would have access to significantly
more information if the Company had already identified a potential acquisition
or if the acquisition target had made an offering of its securities directly
to the public. The Company can provide no assurance that any investment in
the Company will not ultimately prove to be less favorable than such a direct
investment.
Unspecified Industry and Acquired Business; Unascertainable Risks.
To date, the Company has not identified any particular industry or business in
which to concentrate its acquisition efforts. Accordingly, prospective
investors currently have no basis to evaluate the comparative risks and
merits of investing in the industry or business in which the Company may
acquire. To the extent that the Company may acquire a business in a high
risk industry, the Company will become subject to those risks. Similarly, if
the Company acquires a financially unstable business or a business that is in
the early stages of development, the Company will become subject to
the numerous risks to which such businesses are subject. Although management
intends to consider the risks inherent in any industry and business in which
it may become involved, there can be no assurance that it will correctly
assess such risks.
Uncertain Structure of Acquisition. Management has had no
preliminary contact or discussions regarding, and there are no present plans,
proposals or arrangements to acquire any specific assets, property or
business. Accordingly, it is unclear whether such an acquisition would take
the form of an exchange of capital stock, a merger or an asset acquisition.
However, because the Company has virtually no resources as of the date of this
Registration Statement, management expects that any such acquisition would
take the form of an exchange of capital stock. See Part I, Item 2, of this
Registration Statement.
Shares Available for Future Issuances. The Company is authorized to
issue 30,000,000 shares of common stock. As of December 31, 1997, the end of
the Company's most recent calendar year, only 2,474,539 shares were issued and
outstanding. The issuance of additional shares in connection with any
reorganization transaction or the raising of capital may result in substantial
dilution of the holdings of current stockholders.
Limited Funds Available for Operating Expenses. The Company
currently has no assets. As a result, all funding necessary to meet the
Company's operating expenses in the next 12 months will likely be advanced by
management or principal stockholders as loans to the Company. See the heading
"Plan of Operation" of the caption "Management's Discussion and Analysis or
Plan of Operation," Part I, Item 2 of this Registration Statement.
Lack of Public Information. As of the date of this Registration
Statement, the Company has not identified any potential merger or acquisition
candidate. The Company does not intend to limit its search to any particular
business or industry. Stockholders will not have access to any information
about any such candidate until such time as a transaction is completed and the
Company files a Current Report on Form 8-K disclosing the nature of such
transaction.
State Restrictions on "Blank Check" Companies. A total of 36 states
prohibit or substantially restrict the registration and sale of "blank check"
companies within their borders. Additionally, 36 states use "merit review
powers" to exclude securities offerings from their borders in an effort to
screen out offerings of highly dubious quality. See paragraph 8221, NASAA
Reports, CCH Topical Law Reports, 1990. The Company intends to comply fully
with all state securities laws, and plans to take the steps necessary to
ensure that any future offering of its securities is limited to those states
in which such offerings are allowed. However, while the Company has no
substantive business operations and is deemed to a "blank check" Company,
these legal restrictions may have a material adverse impact on the Company's
ability to raise capital because potential purchasers of the Company's
securities must be residents of states that permit the purchase of such
securities. These restrictions may also limit or prohibit stockholders from
reselling shares of the Company's common stock within the borders of
regulating states.
By regulation or policy statement, eight states (Idaho, Maryland,
Missouri, Nevada, New Mexico, Pennsylvania, Utah and Washington), some of
which are included in the group of 36 states mentioned above, place various
restrictions on the sale or resale of equity securities of "blank check" or
"blind pool" companies. These restrictions include, but are not limited to,
heightened disclosure requirements, exclusion from "manual listing"
registration exemptions for secondary trading privileges and outright
prohibition of public offerings of such companies. Several states provide an
exemption from state registration requirements for non-issuer secondary
trading transactions in securities of issuers that have certain material
information contained in a listing with certain securities manuals. Such
manuals include, for example, Standard & Poor's Corporation Records and
Moody's Industrial Manual.
In most jurisdictions, "blank check" and "blind pool" companies are
not eligible for participation in the Small Corporate Offering Registration
("SCOR") program, which permits an issuer to notify the Securities and
Exchange Commission of certain offerings registered in such states by
filing a Form D under Regulation D of the Securities and Exchange Commission.
All states (with the exception of Alabama, Delaware, Florida, Hawaii,
Minnesota, Nebraska and New York) have adopted some form of SCOR.
States participating in the SCOR program also allow applications for
registration of securities by qualification by filing a Form U-7 with the
states' securities commissions. Nevertheless, the Company does not anticipate
making any SCOR offering or other public offering in the foreseeable future,
even in any jurisdiction where it may be eligible for participation in SCOR,
despite its status as a "blank check" or "blind pool" company.
The net effect of the above-referenced laws, rules and regulations
will be to place significant restrictions on the Company's ability to
register, offer and sell and/or to develop a secondary market for shares of
the Company's common stock in virtually every jurisdiction in the United
States. These restrictions should cease once and if the Company acquires a
venture by purchase, reorganization or merger, so long as the business
operations succeeded to involve sufficient activities of a specific nature.
Management to Devote Insignificant Time to Activities of the
Company. Members of the Company's management are not required to devote
their full time to the affairs of the Company. Because of their time
commitments, as well as the fact that the Company has no business operations,
the members of management anticipate that they will devote less than 20 hours
per month to the activities of the Company, at least until such time as
the Company has identified a suitable acquisition target. Neither director or
executive officer of the Company holds any position in any other public
company, whether a "blank check" company or otherwise.
Conflicts of Interest; Related Party Transactions. Although the
Company has not identified any potential acquisition target, the possibility
exists that the Company may acquire or merge with a business or company in
which the Company's executive officers, directors, beneficial owners or their
affiliates may have an ownership interest. Such a transaction may occur if
management deems it to be in the best interests of the Company and its
stockholders, after consideration of numerous factors including, but not
limited to, an analysis of the quality of the entity's management; the nature
of the products or services provided by the entity; its financial condition
and projected growth potential; and the nature of its present and expected
competition. A transaction of this nature would present a conflict of
interest to those parties with a managerial position and/or an ownership
interest in both the Company and the acquired entity, and may compromise
management's fiduciary duties to act in the best interests of the Company's
stockholders. An independent appraisal of the acquired company may or may not
be obtained in the event a related party transaction is contemplated; such an
appraisal is not required. In addition, Nevada law provides for
indemnification of directors and executive officers who are made parties to
litigation as a result of their corporate roles (with the exception of actions
brought by or on behalf of the corporation itself). See the caption
"Indemnification of Directors and Officers," Part II, Item 5 of this
Registration Statement. Furthermore, because management and/or beneficial
owners of the Company's common stock may be eligible for finder's fees or
other compensation related to potential acquisitions by the Company, such
compensation may become a factor in negotiations regarding such potential
acquisitions.
Voting Control. Due to their ownership of a majority of the shares
of the Company's outstanding common stock (approximately 69% of the
outstanding voting securities of the Company are owned by Joe K. Johnson and
Melinda Johnson), these stockholders have the ability to elect all of the
Company's directors, who in turn elect all executive officers, without regard
to the votes of other stockholders. In addition, due to their collective
status as majority stockholders, Mr. and Ms. Johnson have the ability to amend
the Company's Articles of Incorporation and Bylaws in accordance with Nevada
law, without the approval of any other stockholder. See the caption "Security
Ownership of Certain Beneficial Owners and Management," Part I, Item 4, of
this Registration Statement.
No Market for Common Stock; No Market for Shares. Although the
Company intends to submit for listing of its common stock on the OTC Bulletin
Board of the National Association of Securities Dealers, Inc. (the "NASD") in
order to provide a market for its securities and liquidity for its
stockholders, there is currently no market for such shares; and there can be
no assurance that any such market will ever develop or be maintained. Any
market price for shares of common stock of the Company is likely to be very
volatile, and numerous factors beyond the control of the Company may have a
significant effect. In addition, the stock markets generally have
experienced, and continue to experience, extreme price and volume fluctuations
which have affected the market price of many small capital companies and which
have often been unrelated to the operating performance of these companies.
These broad market fluctuations, as well as general economic and political
conditions, may adversely affect the market price of the Company's common
stock in any market that may develop. Sales of "restricted securities" under
Rule 144 may also have an adverse effect on any market that may develop. See
the caption "Recent Sales of Unregistered Securities," Part II, Item 4, of
this Registration Statement.
In addition to the foregoing, in order to obtain a listing for its
securities on the OTC Bulletin Board, the Company will need to retain a
broker-dealer that is willing to act as a "market maker" in its common stock,
i.e., to post "bid" and "asked" prices for the purchase and sale of such
stock.
On or about December 11, 1997, the Board of Governors of the NASD
approved a proposal to allow only companies that report their current
financial information to the Commission to have their securities quoted on the
OTC Bulletin Board. Because the Company became subject to the periodic
reporting requirements of the Commission upon the effective date of its
Registration Statement on Form 10-SB, management believes that the Company
will be in compliance with this provision if it is approved by the Commission.
However, in the event that the Company loses this status as a reporting
issuer, any future listing on the OTC Bulletin Board may be jeopardized.
At present, because there is no established trading market,
stockholders wishing to sell their shares will be required to privately sell
their shares in non-broker transactions. The lack of an established market
for the Company's common stock will severely limit the liquidity of such
shares.
Risks of "Penny Stock." The Company's common stock may be deemed to
be "penny stock" as that term is defined in Reg. Section 240.3a51-1 of the
Securities and Exchange Commission. Penny stocks are stocks (i) with a price
of less than five dollars per share; (ii) that are not traded on a
"recognized" national exchange; (iii) whose prices are not quoted on the
NASDAQ automated quotation system (NASDAQ-listed stocks must still meet
requirement (i) above); or (iv) in issuers with net tangible assets less than
$2,000,000 (if the issuer has been in continuous operation for at least three
years) or $5,000,000 (if in continuous operation for less than three years),
or with average revenues of less than $6,000,000 for the last three years.
There has been no "established public market" for the Company's
common stock during the last five years. At such time as the Company
completes a merger or acquisition transaction, if at all, it may attempt to
qualify for listing on either NASDAQ or a national securities exchange.
However, at least initially, any trading in its common stock will most likely
be conducted in the over-the-counter market in the "pink sheets" or the OTC
Bulletin Board of the NASD.
Section 15(g) of the Securities Exchange Act of 1934, as amended,
and Reg. Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in
a penny stock for the investor's account. Potential investors in the
Company's common stock are urged to obtain and read such disclosure carefully
before purchasing any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange
Commission requires broker-dealers in penny stocks to approve the account of
any investor for transactions in such stocks before selling any penny stock to
that investor. This procedure requires the broker-dealer to (i) obtain from
the investor information concerning his or her financial situation, investment
experience and investment objectives; (ii) reasonably determine, based on that
information, that transactions in penny stocks are suitable for the investor
and that the investor has sufficient knowledge and experience as to be
reasonably capable of evaluating the risks of penny stock transactions; (iii)
provide the investor with a written statement setting forth the basis on which
the broker-dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that it
accurately reflects the investor's financial situation, investment experience
and investment objectives. Compliance with these requirements may make it
more difficult for investors in the Company's common stock to resell their
shares to third parties or to otherwise dispose of them.
Principal Products and Services.
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The limited business operations of the Company, as now
contemplated, involve those of a "blank check" company. The only activities to
be conducted by the Company are to manage its current limited assets and to
seek out and investigate the acquisition of any viable business opportunity by
purchase and exchange for securities of the Company or pursuant to a
reorganization or merger through which securities of the Company will be
issued or exchanged.
Distribution Methods of the Products or Services.
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Management will seek out and investigate business opportunities
through every reasonably available fashion, including personal contacts,
professionals, securities broker dealers, venture capital personnel, members
of the financial community and others who may present unsolicited proposals;
the Company may also advertise its availability as a vehicle to bring a
company to the public market through a "reverse" reorganization or merger.
Status of any Publicly Announced New Product or Service.
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None; not applicable.
Competitive Business Conditions.
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Management believes that there are literally thousands of "blank
check" companies engaged in endeavors similar to those engaged in by the
Company; many of these companies have substantial current assets and cash
reserves. Competitors also include thousands of other publicly-held companies
whose business operations have proven unsuccessful, and whose only viable
business opportunity is that of providing a publicly-held vehicle through
which a private entity may have access to the public capital markets. There is
no reasonable way to predict the competitive position of the Company or any
other entity in the strata of these endeavors; however, the Company, having
limited assets and cash reserves, will no doubt be at a competitive
disadvantage in competing with entities which have recently completed IPO's,
have significant cash resources and have recent operating histories when
compared with the complete lack of any substantive operations by the Company
for the past several years.
Sources and Availability of Raw Materials and Names of Principal
Suppliers.
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None; not applicable.
Dependence on One or a Few Major Customers.
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None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements or Labor Contracts.
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None; not applicable.
Need for any Governmental Approval of Principal Products or
Services.
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Because the Company currently produces no products or services, it
is not presently subject to any governmental regulation in this regard.
However, in the event that the Company engages in a merger or acquisition
transaction with an entity that engages in such activities, it will become
subject to all governmental approval requirements to which the merged or
acquired entity is subject.
Effect of Existing or Probable Governmental Regulations on
Business.
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The integrated disclosure system for small business issuers
adopted by the Commission in Release No. 34-30968 and effective as of August
13, 1992, substantially modified the information and financial requirements of
a "Small Business Issuer," defined to be an issuer that has revenues of less
than $25 million; is a U.S. or Canadian issuer; is not an investment company;
and if a majority-owned subsidiary, the parent is also a small business
issuer; provided, however, an entity is not a small business issuer if it has
a public float (the aggregate market value of the issuer's outstanding
securities held by non-affiliates) of $25 million or more.
The Commission, state securities commissions and the North
American Securities Administrators Association, Inc. ("NASAA") have expressed
an interest in adopting policies that will streamline the registration process
and make it easier for a small business issuer to have access to the public
capital markets. The present laws, rules and regulations designed to promote
availability to the small business issuer of these capital markets and similar
laws, rules and regulations that may be adopted in the future will
substantially limit the demand for "blank check" companies like the Company,
and may make the use of these companies obsolete.
Research and Development.
- -------------------------
None; not applicable.
Cost and Effects of Compliance with Environmental Laws.
- -------------------------------------------------------
None; not applicable. However, environmental laws, rules and
regulations may have an adverse effect on any business venture viewed by the
Company as an attractive acquisition, reorganization or merger candidate, and
these factors may further limit the number of potential candidates available
to the Company for acquisition, reorganization or merger.
Number of Employees.
- --------------------
None.
Item 2. Management's Discussion and Analysis or Plan of Operation.
- --------------------------------------------------------------------
Plan of Operation.
- ------------------
The Company has not engaged in any material operations or had any
revenues from operations during the last two fiscal years. The Company's plan
of operation for the next 12 months is to continue to seek the acquisition of
assets, property or business that may benefit the Company and its
stockholders. Because the Company has virtually no resources, management
anticipates that to achieve any such acquisition, the Company will be required
to issue shares of its common stock as the sole consideration for such
venture.
During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing or the
payment of expenses associated with reviewing or investigating any potential
business venture, which may be advanced by management or principal
stockholders as loans to the Company. Because the Company has not identified
any such venture as of the date of this Registration Statement, it is
impossible to predict the amount of any such loan. However, any such loan
will not exceed $25,000 and will be on terms no less favorable to the Company
than would be available from a commercial lender in an arm's length
transaction. As of the date of this Registration Statement, the Company has
not actively begun to seek any such venture.
Results of Operations.
- ---------------------
The Company has had no material operations for over five years.
Losses of $1,892 and $209,525, for the years ended December 31, 1997 and 1996,
respectively resulted from the issuance of common stock for services and
expenses of maintaining the Company in good standing.
Liquidity.
- ---------
The Company had no liquidity during the years ended December 31,
1997 and 1996, and expenses of $1,667 were advanced by a stockholder during
1997, and a capital contribution of $2,125 was made by the same stockholder in
1996.
Item 3. Description of Property.
- ---------------------------------
The Company has no assets, property or business; its principal
executive office address and telephone number are the home address and
telephone number of its President, Joe K. Johnson, and are provided at no
cost. Because the Company has no current business operations, its activities
have been limited to keeping itself in good standing in the State of Nevada,
and with preparing this Registration Statement and the accompanying financial
statements. These activities have consumed an insignificant amount of
management's time; accordingly, the costs to Mr. Johnson of providing the use
of his home and telephone have been minimal.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
- ------------------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------
The following table sets forth the shareholdings of those persons
who own more than five percent of the Company's common stock as of the date
hereof, to wit:
<TABLE>
<CAPTION>
Number of Shares Percentage
Name and Address Beneficially Owned of Class
- ---------------- ------------------ --------
<S> <C> <C>
Chiricahua Company 947,340(1) 21.2%
9005 Cobble Canyon Ln.
Sandy, Utah 84093
Melinda Johnson 947,340(2) 21.2%
8989 South Scofield Circle
Sandy, Utah 84093
Joe K. Johnson 2,118,000(3) 47.4%
8989 South Scofield Circle
Sandy, Utah 84093
(1) This company is controlled by David C. Merrell, the former
President and a former director of the Company.
(2) Mr. and Ms. Johnson are husband and wife, and each
may be deemed to be the beneficial owner of the shares owned by the other.
(3) Subsequent to the date of the Company's financial statements
accompanying this Registration Statement (See Part II, Part F/S of this
Registration Statement), Mr. Johnson acquired 2,000,000 "unregistered" and
"restricted" shares of common stock of the Company for the sum of $10,000.
These funds will be utilized for legal expenses incident to the preparation
and filing of this Registration Statement. These 2,000,000 shares are
included in the table above. See the caption "Recent Sales of Unregistered
Securities," Part II, Item 4, of this Registration Statement.
The percentages of the Company's issued and outstanding common stock
owned by each of these persons are calculated based on a total of 2,474,539
shares being outstanding as of April 30, 1998.
</TABLE>
Security Ownership of Management.
- ---------------------------------
The following table sets forth the shareholdings of the Company's
directors and executive officers as of the date hereof, to wit:
Number of Shares Percentage of
Name and Address Beneficially Owned of Class
- ---------------- ------------------ -------------
[S] [C] [C]
Joe K. Johnson 2,118,000 47.4%
8989 South Scofield Circle
Sandy, Utah 84093
Melinda Johnson 947,340 21.2%
8989 South Scofield Circle
Sandy, Utah 84093
Randall M. Clyde -0- -0-
135 East 57th Street
New York, New York 10022
See the caption "Directors, Executive Officers, Promoters and
Control Persons," below, Part I, Item 5, of this Registration Statement, for
information concerning the offices or other capacities in which the foregoing
persons serve with the Company.
The percentages of the Company's issued and outstanding common stock
owned by each of these persons are calculated based on a total of 2,474,539
shares being outstanding as of April 30, 1998.
Changes in Control.
- -------------------
There are no present arrangements or pledges of the Company's
securities which may result in a change in control of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
- -------- -------------------------------------------------------------
Identification of Directors and Executive Officers.
- ---------------------------------------------------
The following table sets forth the names of all current directors
and executive officers of the Company. These persons will serve until the
next annual meeting of the stockholders (held in June of each year) or until
their successors are elected or appointed and qualified, or their prior
resignation or termination.
<TABLE>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- ---- ----------- --------------
<S> <C> <C> <C>
Joe K. Johnson Director and 1/5/98 *
President
Melinda Johnson Director and 1/5/98 *
Sec'y/Treasurer
Randall M. Clyde Director 5/21/98 *
David C. Merrell Director and 2/1/96 1/5/98
President
Michael Brown Director and 2/1/96 1/5/98
Sec'y/Treasurer
</TABLE>
* These persons presently serve in the capacities indicated.
Business Experience.
- --------------------
Joe K. Johnson. Mr. Johnson is 39 years of age and has been the
President of Aspen Financial, a personal investment company that is wholly
owned by Mr. and Ms. Johnson, for the last 16 years. He attended the
University of Utah for three years.
Melinda Johnson. Ms. Johnson is 36 years of age and has been a
full time homemaker for the last 18 years. She attended Brigham Young
University in Provo, Utah and Salt Lake Community College in Salt Lake City,
Utah, where she majored in nursing.
Randall M. Clyde. Mr. Clyde, age 38, is the head of the ING Barings
Derivatives Advisory Group. From 1986 until he joined ING in 1994, he was an
institutional trader for First Interstate Bank, The Chase Manhattan Bank, and
the Canadian Bank of Commerce. Mr. Clyde received a bachelor's degree in
psychology from the University of Utah in 1984, and a Masters of Business
Administration degree from Brigham Young University in 1986.
Significant Employees.
- ----------------------
The Company has no employees who are not executive officers.
Family Relationships.
- ---------------------
Joe and Melinda Johnson are husband and wife.
Involvement in Certain Legal Proceedings.
- -----------------------------------------
During the past five years, no present or former director,
executive officer or person nominated to become a director or an executive
officer of the Company:
(1) was a general partner or executive officer of any business
against which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
(4) was found by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or vacated.
Item 6. Executive Compensation.
- --------------------------------
The following table sets forth the aggregate compensation paid
by the Company for services rendered during the periods indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards Payouts
- -------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Securities All
Other Underlying Other
Name and Year or Annual Restricted Options/ LTIP Compen-
Principal Period Salary Bonus Compen- Stock SAR's (#) Payouts sation
Position Ended ($) ($) sation($) Awards($) (1)
($)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
David C. Merrell 12/31/96 0 0 0 (2) 0 0 0
Former President 12/31/97 0 0 0 0 0 0 0
Former Director
0
Michael Brown 12/31/96 0 0 0 (1) 0 0 0
Former Sec/Trea 12/31/97 0 0 0 0 0 0 0
Former Director
Joe K. Johnson 12/31/96 0 0 0 (1) 0 0 0
President 12/31/97 0 0 0 0 0 0 0
Director
Melinda Johnson 12/31/96 0 0 0 (2) 0 0 0
Sec/Trea 12/31/97 0 0 0 0 0 0 0
Director
Randall M. Clyde 12/31/96 0 0 0 0 0 0 0
Director 12/31/97 0 0 0 0 0 0 0
</TABLE>
(1) In February, 1996, 118,000 "unregistered" and
"restricted" shares of the Company's common stock were
issued to each of these persons in consideration of
services rendered. See the caption "Recent Sales of Unregistered
Securities," Part II, Item 4, of this Registration Statement.
(2) In March, 1996, 947,340 "unregistered" and "restricted" shares of
the Company's common stock were issued to each of these persons
(Chiricahua Company which is wholly owned by David C. Merrell, a
former director and executive officer of the Company [and Ms.
Johnson]) in consideration of services rendered. See the caption
"Recent Sales of Unregistered Securities," Part I, Item 1, of
this Registration Statement.
No cash compensation, deferred compensation or long-term incentive
plan awards were issued or granted to the Company's management during the
fiscal years ended December 31, 1997 or 1996, or the period ending on the date
of this Registration Statement. Further, no member of the Company's
management has been granted any option or stock appreciation rights;
accordingly, no tables relating to such items have been included within this
Item.
Compensation of Directors.
- --------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No
additional amounts are payable to the Company's directors for committee
participation or special assignments.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
- -------------
There are no employment contracts, compensatory plans or
arrangements, including payments to be received from the Company, with respect
to any director or executive officer of the Company which would in any way
result in payments to any such person because of his or her resignation,
retirement or other termination of employment with the Company or its
subsidiaries, any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company.
Item 7. Certain Relationships and Related Transactions.
- --------------------------------------------------------
Transactions with Management and Others.
- ----------------------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest. However, each of the current
directors and executive officers and certain of the Company's former directors
and executive officers have received "unregistered" and "restricted" shares of
the Company's common stock in consideration of services rendered. See the
captions "Business Development" and "Executive Compensation" Part I, Item 1
and 6, respectively, of this Registration Statement.
Certain Business Relationships.
- -------------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest. However, each of the current
directors and executive officers and certain of the Company's former directors
and executive officers have received "unregistered" and "restricted" shares of
the Company's common stock in consideration of services rendered. See the
captions "Business Development" and "Executive Compensation" Part I, Item 1
and 6, respectively, of this Registration Statement.
Indebtedness of Management.
- ---------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest. However, each of the current
directors and executive officers and certain of the Company's former directors
and executive officers have received "unregistered" and "restricted" shares of
the Company's common stock in consideration of services rendered. See the
captions "Business Development" and "Executive Compensation" Part I, Item 1
and 6, respectively, of this Registration Statement.
Parents of the Issuer.
- ----------------------
The Company has no parents. See the caption "Business
Development," Part I, Item 1, of this Registration Statement.
Transactions with Promoters.
- ----------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
promoter or founder, or any member of the immediate family of any of the
foregoing persons, had a material interest. However, each of the current
directors and executive officers and certain of the Company's former directors
and executive officers have received "unregistered" and "restricted" shares of
the Company's common stock in consideration of services rendered. See the
captions "Business Development" and "Executive Compensation" Part I, Item 1
and 6, respectively, of this Registration Statement.
Item 8. Description of Securities.
- -----------------------------------
The Company has one class of securities authorized, consisting of
30,000,000 shares of $0.001 par value common voting stock. The holders of the
Company's common stock are entitled to one vote per share on each matter
submitted to a vote at a meeting of stockholders. The shares of common stock
do not carry cumulative voting rights in the election of directors.
Stockholders of the Company have no pre-emptive rights to acquire
additional shares of common stock or other securities. The common stock is
not subject to redemption rights and carries no subscription or conversion
rights. In the event of liquidation of the Company, the shares of common
stock are entitled to share equally in corporate assets after satisfaction of
all liabilities. All shares of the common stock now outstanding are fully
paid and non-assessable.
There are no outstanding options, warrants or calls to purchase
any of the authorized securities of the Company.
There is no provision in the Company's Articles of Incorporation,
as amended, or Bylaws, as amended, that would delay, defer, or prevent a
change in control of the Company.
PART II
Item 1. Market Price of and Dividends on the Company's Common Equity and
Other Stockholder Matters.
- --------------------------
Market Information.
- -------------------
There has never been any established "public market" for shares of
common stock of the Company. The Company intends to submit for listing on the
OTC Bulletin Board of the National Association of Securities Dealers ("NASD");
however, management does not expect any public market to develop unless and
until the Company completes an acquisition, reorganization or merger. In any
event, no assurance can be given that any market for the Company's common
stock will develop or be maintained. If a public market ever develops in the
future, the sale of "unregistered" and "restricted" shares of common stock
pursuant to Rule 144 of the Securities and Exchange Commission by members of
management may have a substantial adverse impact on any such public market,
and some current and former members of management have already satisfied the
"holding period" requirement of Rule 144. See the caption "Recent Sales of
Unregistered Securities," Part I, Item 4, of this Registration Statement.
Holders.
- --------
The number of record holders of the Company's securities as of the
date of this Registration Statement is approximately 126.
Dividends.
- ----------
The Company has not declared any cash dividends with respect to
its common stock or its preferred stock, and does not intend to declare
dividends in the foreseeable future. The future dividend policy of the
Company cannot be ascertained with any certainty, and if and until the Company
completes any acquisition, reorganization or merger, no such policy will be
formulated. There are no material restrictions limiting, or that are likely
to limit, the Company's ability to pay dividends on its securities.
Item 2. Legal Proceedings.
- ---------------------------
The Company is not a party to any pending legal proceeding. No
federal, state or local governmental agency is presently contemplating any
proceeding against the Company. No director, executive officer or affiliate
of the Company or owner of record or beneficially of more than five percent of
the Company's common stock is a party adverse to the Company or has a
material interest adverse to the Company in any proceeding.
Item 3. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ---------------------
There have been no changes in the Company's principal independent
accountant in the past two fiscal years or as of the date of this Registration
Statement. The current accountant for the Company audited its last financial
statements for the year ended December 31, 1997.
Item 4. Recent Sales of Unregistered Securities.
- -------------------------------------------------
Date Number of Aggregate
Name Acquired Shares Consideration
---- -------- --------- -------------
Joe K. Johnson 2/29/96 118,000 Services
1/26/98 2,000,000 $10,000
Melinda Johnson 3/15/96 947,340 Services
Chiricahua Corporation 3/15/96 947,340 Services
Mike Brown 2/29/96 118,000 Services
Corie Merrell 2/19/96 118,000 Services
Leonard W. Burningham 10/23/96 100,000 Services
With the exception of Leonard W. Burningham, Esq. (a person
believed to be an "accredited investor"), each of these persons is a current
or former director and executive officer of the Company and/or controlled
Chiricahua Company (David C. Merrell), and had access to all material
information regarding the Company prior to the offer or sale of these
securities. The offers and sales of these securities are believed to have
been exempt from the registration requirements of Section 5 of the Securities
Act of 1933, as amended, pursuant to Section 4(2) thereof, and from similar
states' securities laws, rules and regulations requiring the offer and sale of
securities by available state exemptions from such registration.
Item 5. Indemnification of Directors and Officers.
- ---------------------------------------------------
Section 78.751(1) of the Nevada Revised Statutes ("NRS")
authorizes a Nevada corporation to indemnify any director, officer, employee,
or corporate agent "who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, except an action by or
in the right of the corporation" due to his or her corporate role. Section
78.751(1) extends this protection "against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with the action, suit or proceeding if he
or she acted in good faith and in a manner which he or she reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful."
Section 78.751(2) of the NRS also authorizes indemnification of
the reasonable defense or settlement expenses of a corporate director,
officer, employee or agent who is sued, or is threatened with a suit, by or in
the right of the corporation. The party must have been acting in good faith
and with the reasonable belief that his or her actions were not opposed to the
corporation's best interests. Unless the court rules that the party is
reasonably entitled to indemnification, the party seeking indemnification must
not have been found liable to the corporation.
To the extent that a corporate director, officer, employee, or
agent is successful on the merits or otherwise in defending any action or
proceeding referred to in Section 78.751(1) or 78.751(2), Section 78.751(3) of
the NRS requires that he be indemnified "against expenses, including
attorneys' fees, actually and reasonably incurred by him or her in connection
with the defense."
Section 78.751 (4) of the NRS limits indemnification under
Sections 78.751 (1) and 78.751(2) to situations in which either (1) the
stockholders, (2)the majority of a disinterested quorum of directors, or (3)
independent legal counsel determine that indemnification is proper under the
circumstances.
Pursuant to Section 78.751(5) of the NRS, the corporation may
advance an officer's or director's expenses incurred in defending any action
or proceeding upon receipt of an undertaking. Section 78.751(6)(a) provides
that the rights to indemnification and advancement of expenses shall not be
deemed exclusive of any other rights under any bylaw, agreement, stockholder
vote or vote of disinterested directors. Section 78.751(6)(b) extends the
rights to indemnification and advancement of expenses to former directors,
officers, employees and agents, as well as their heirs, executors, and
administrators.
Regardless of whether a director, officer, employee or agent has
the right to indemnity, Section 78.752 allows the corporation to purchase and
maintain insurance on his behalf against liability resulting from his or her
corporate role.
PART F/S
Index to Financial Statements
Report of Certified Public Accountants
Financial Statements
- --------------------
Audited Financial Statements for the years
December 31, 1997 and 1996**
--------------------------
Independent Auditors' Report
Balance Sheets
Statements of Operations
Statements of Stockholders' Equity
Statements of Cash Flows
Notes to the Financial Statements
** These financial statements have been previously filed
with the Securities and Exchange Commission as exhibits
to the initial 10-SB Registration Statement of the
Company and are incorporated herein by reference.
PART III
Item 1. Index to Exhibits.
- ---------------------------
The following exhibits are filed as a part of this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description*
- ------ ------------
<S> <C>
3.1 Initial Articles of Incorporation**
3.2 Articles of Merger dated January 15, 1973**
3.3 Certificate of Amendment to
Articles of Incorporation dated May 10, 1973
respecting name change**
3.4 Certificate of Amendment to
Articles of Incorporation dated July 16, 1973
Setting Board of Director numbers**
3.5 Certificate of Amendment to
Articles of Incorporation dated May 14, 1974
respecting name change and authorized capital**
3.6 Certificate of Amendment to
Articles of Incorporation dated October 8, 1976
respecting name change**
3.7 Certificate of Amendment to
Articles of Incorporation dated February 25,
1980 respecting name change**
3.8 Certificate of Amendment to
Articles of Incorporation dated April 5, 1996
respecting reverse split**
3.9 Certificate of Amendment to
Article of Incorporation dated January 29, 1998
respecting par value change**
27 Financial Data Schedule**
</TABLE>
* Summaries of all exhibits contained within this
Registration Statement are modified in their
entirety by reference to these Exhibits.
** These documents and related exhibits have been
previously filed with the Securities and Exchange
Commission as exhibits to the initial 10-SB Registration
Statement of the Company and are incorporated herein by
reference.
SIGNATURES
In accordance with Section 12 of the Securities
Exchange Act of 1934, the Registrant has caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
CHEROKEE MINERALS AND OIL, INC.
Date: 6/4/98 By: /s/ Joe K. Johnson
------------- ------------------------
Joe K. Johnson, Director
and President
Date: 6/4/98 By: /s/ Melinda Johnson
-------------- ------------------------
Melinda Johnson, Director
Secretary/Treasurer
Date: 6/4/98 By: /s/ Randall M. Clyde
-------------- ------------------------
Randall M. Clyde, Director
