U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
Registration Statement on Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
CHEROKEE MINERALS AND OIL, INC.
-------------------------------
(Name of Small Business Issuer as specified in its charter)
NEVADA APPLIED FOR
- ------------------------------- ------------------------
(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
-----------------------------------
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 is attached hereto and incorporated herein
by reference. See Item 13 of this Report.
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 are
attached hereto and incorporated herein by reference. See Item 13 of this
Report.
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
----------------------------------------------
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
-----
See the caption "Recent Sales of Unregistered Securities," Part
II, Item 4, of this Registration Statement.
Business.
- ---------
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. Because the Company has limited assets
and 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.
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 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 may become a factor in negotiations
regarding a potential acquisition and, accordingly, may present a conflict of
interest for such individuals.
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. Current
Company policy does not prohibit such transactions. 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, may 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.
- -------------
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.
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.
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 an insignificant
amount of time to the activities of the Company, at least until such time as
the Company has identified a suitable acquisition target.
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 the above referenced factors. 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 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. 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. 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"),
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.
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.
- -------------------------------------------------
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.
- ------------------------------
None; not applicable.
Need for any Governmental Approval of Principal Products or
Services.
- ---------
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.
- ---------
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.
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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) Messrs. Johnson and Johnson are husband and wife, and each
may be deemed to be the beneficial owner of the shares owned by the other.
Further, 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. See the caption "Recent Sales of
Unregistered Securities," Part II, Item 4, of this Registration Statement.
</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
Beneficially Owned Percentage of
Name and Address as of 12/31/96 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
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.
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
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 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.
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
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
</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
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.
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: 2/3/98 By:/s/Joe K. Johnson
------------------------
Joe K. Johnson, Director
and President
Date: 2/3/98 By:/s/Melinda Johnson
------------------------
Melinda Johnson, Director
Secretary/Treasurer
<PAGE>
CHEROKEE MINERALS AND OIL, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 1997 and 1996
<PAGE>
Jones, Jensen & Company, Inc. [letterhead]
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Cherokee Minerals and Oil, Inc.
Salt Lake City, Utah
We have audited the accompanying balance sheets of Cherokee Minerals and Oil,
Inc. (a development stage company) as of December 31, 1997 and 1996 and the
related statements of operations, stockholders' equity (deficit) and cash
flows for the years ended December 31, 1997, 1996 and 1995 and from inception
on April 30, 1919 through December 31, 1997. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cherokee Minerals and Oil,
Inc. (a development stage company) as of December 31, 1997 and 1996 and the
results of its operations and its cash flows for the years ended December 31,
1997, 1996 and 1995 and from inception on April 30, 1919 through December 31,
1997 in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company is a development stage company with no
operating capital which together raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters
are also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/Jones, Jensen & Company
Jones, Jensen & Company
January 15, 1998
<PAGE>
<TABLE>
CHEROKEE MINERALS AND OIL, INC.
(A Development Stage Company)
Balance Sheets
<CAPTION>
ASSETS
December 31, December 31,
1997 1996
<S> <C> <C>
CURRENT ASSETS
Cash $ - $ -
Total Current Assets - -
TOTAL ASSETS $ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 225 $ 454
Shareholder payable (Note 6) 1,667 -
TOTAL LIABILITIES 1,892 454
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.01 par value, authorized
30,000,000 shares; 2,474,539 shares issued
and outstanding 24,745 24,745
Additional paid-in capital 471,261 470,807
Deficit accumulated during the development stage (497,898) (496,006)
Total Stockholders' Equity (Deficit) (1,892) (454)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ - $ -
</TABLE>
<TABLE>
CHEROKEE MINERALS AND OIL, INC.
(A Development Stage Company)
Statements of Operations
<CAPTION>
From Inception
on April 30,
For the Years Ended 1919 Through
December 31, December 31,
1997 1996 1995 1997
<S> <C> <C> <C> <C>
REVENUE $ - $ - $ - $ -
LOSS FROM DISCONTINUED
OPERATIONS (Note 4) 1,892 209,525 - 497,898
TOTAL EXPENSES 1,892 209,525 - 497,898
NET INCOME (LOSS) $ (1,892) $(209,525) $ - $ (497,898)
INCOME (LOSS) PER SHARE $ (0.00) $ (0.09) $ 0.00
</TABLE>
<TABLE>
CHEROKEE MINERALS AND OIL, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage
<S> <C> <C> <C> <C>
At inception on April 30, 1919 - $ - $ - $ -
Common stock issued for cash
at approximately $4.46 per share 55,200 552 245,436 -
Common stock issued for services
at approximately $0.33 per share 10,656 107 3,393 -
Common stock issued for placer
mining leases at approximately
$0.50 per share 40,000 400 19,600 -
Contributed capital - - 16,993 -
Net loss from inception April 30,
1919 to December 31, 1994 - - - (286,481)
Balance, December 31, 1994 105,856 1,059 285,422 (286,481)
Net loss for the year ended
December 31, 1995 - - - -
Balance, December 31, 1995 105,856 1,059 285,422 (286,481)
Common stock issued for
services at $0.09 per share 2,368,680 23,686 183,260 -
Reverse split adjustment 3 - - -
Contributed capital - - 2,125 -
Net loss for the year ended
December 31, 1996 - - - (209,525)
Balance, December 31, 1996 2,474,539 24,745 470,807 (496,006)
Contributed capital - - 454 -
Net loss for the year ended
December 31, 1997 - - - (1,892)
Balance, December 31, 1997 2,474,539 $ 24,745 $471,261 $(497,898)
</TABLE>
<TABLE>
CHEROKEE MINERALS AND OIL, INC.
(A Development Stage Company)
Statements of Cash Flows
<CAPTION>
From Inception
on April 30,
For the Years Ended 1919 Through
December 31, December 31,
1997 1996 1995 1997
<S> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) $(1,892) $(209,525) $ - $(497,898)
Adjustments to reconcile net
income to net cash provided by
operating activities:
Amortization and depreciation
expense - - - 23,500
Contribution of capital for
expenses - 2,125 - 19,118
Increase in shareholder
payable 1,667 - - 1,667
Increase in accounts payable 225 454 - 679
Stock issued for services - 206,946 - 206,946
Net Cash (Used) by
Operating Activities - - - (245,988)
CASH FLOWS FROM INVESTING
ACTIVITIES
Net Cash (Used) by
Investing Activities - - - -
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock for
cash - - - 245,988
Net Cash Provided by
Financing Activities - - - 245,988
Net Increase (Decrease) in
Cash Equivalents - - - -
Cash and Cash Equivalents
at Beginning of Period - - - -
Cash and Cash Equivalents at
End of Period $ - $ - $ - $ -
SUPPLEMENTAL DISCLOSURES
OF CASH FLOWS
Cash Paid For:
Interest $ - $ - $ - $ -
Taxes $ - $ - $ - $ -
NON-CASH FINANCING
ACTIVITIES
Common stock issued for
services $ - $ 206,946 $ - $ 210,446
Contributed capital for
expenses $ 454 $ 2,125 $ - $ 19,572
Common stock issued for
placer mining leases $ - $ - $ - $ 20,000
</TABLE>
CHEROKEE MINERALS AND OIL, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 1997 and 1996
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
The Company was incorporated in 1919 under the laws of the State of
Nevada as Lincoln Divide Mining Company. In July, 1973, the name of the
Company was changed to Lincoln Divide Industries, Inc. In February, 1980, the
name of the Company was changed to Cherokee Mineral and Oil, Inc. The
Company's operations primarily consisted of the acquisition and preliminary
exploration of two placer-mining leases situated in Canada. Presently, the
Company does not engage in any business.
The Company has authorized 30,000,000 shares of $0.01 par value
common stock. The Company has elected a calendar year end.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting.
b. Provision for Taxes
At December 31, 1997, the Company had net operating loss
carryforwards of approximately $210,000 that may be offset against future
taxable income through 2011. No tax benefit has been reported in the
financial statements, because the Company believes there is a 50% or greater
chance the carryforwards will expire unused. Accordingly, the potential tax
benefits of the loss carryforwards are offset by a valuation account of the
same amount.
c. Cash Equivalents
The Company considers all highly liquid investments with a maturity
of three months or less when purchased to be cash equivalents.
d. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has not established revenues
sufficient to cover its operating costs and allow it to continue as a going
concern. Management believes that the Company will soon be able to generate
revenues sufficient to cover its operating costs. Currently management is
committed to covering all operating and other costs until sufficient revenues
are generated.
NOTE 4 - DISCONTINUED OPERATIONS
The Company discontinued its operations in 1985. Therefore, all
revenues generated by the Company have been netted against the expenses and
are grouped into the discontinued operations line on the statement of
operations.
NOTE 5 - STOCK TRANSACTIONS
The Company issued 374,000 shares of common stock for services
valued at $187,000 during February, 1996. On March 3, 1996, the board of
directors approved a reverse stock split on a basis of 50 for 1. The reverse
stock split has been applied retroactively to the financial statements. The
Company subsequently issued 1,994,680 post split common shares for services
valued at $19,946.
NOTE 6 - RELATED PARTY TRANSACTION
During 1997, an officer and shareholder of the Company paid expenses
on behalf of the Company. At December 31, 1997 the amount owed to the
shareholder was $1,667.
ARTICLES OF INCORPORATION
OF
LINCOLN DIVIDE MINING COMPANY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned have this day
associated themselves together for the purpose of forming a corporation for
the purpose of mining and other purposes hereinafter set forth, under the laws
of the State of Nevada; and hereby certify:
I.
The name of said corporation shall be "LINCOLN DIVIDE MINING COMPANY."
II.
The location of said corporation's principal office or place of
business is the State of Nevada shall be at Tonopah, in Nye County, Nevada.
The Company may also have offices outside of the State of Nevada, where the
books of the Company may be kept, and meetings of Directors and Stockholders
may be held, as may be determined by the Board of Directors.
III.
The nature of the business and the objects and purposes for which this
corporation is formed are to do any and all things herein set forth, to the
same extent and as fully as natural person might or could do, and in any part
of the world, as principal, agent, contractor, trustee, or otherwise, and
either alone or in company with others, namely:
Locating, working, developing, leasing, buying, selling and otherwise
dealing in mines, mining locations, mining claims, mining rights, mining
plants, machinery or works used in connection therewith; also to engage in and
carry on the business of crushing, milling, smelting, refining and preparing
for market, gold, silver, lead, tin, copper, zinc, and other ore, coal,
petroleum, oil, metals, and mineral substances of all kinds; and to carry on
any other reducing, smelting or metallurgical operations which may seem
conducive to any of this corporation's objects, purposes or business; and also
to engage in and carry on the business of buying, selling, manufacturing and
dealing in minerals, ores, metals, mining plants, machinery, implements,
conveniences, provisions and things used in connection with the business of
this corporation, or required by the workmen and others employed by this
corporation.
To acquire by purchase or otherwise, own, hold, develop, buy, sell,
convey, lease, mortgage or encumber lands, real estate, water or other
property, personal or mixed.
To survey, subdivide, plat, improve, and develop lands for purposes of
sale or otherwise, and to do and perform all things needful and lawful for the
development and improvement of the same for residence, trade and business.
To purchase, construct, lease, operate and maintain electric lighting
and power plants, buildings, constructions, machinery, appliances, equipment,
fixtures, easements and appurtenances.
To purchase, construct, lease, operate and maintain telephone lines and
lines for electric light and power purposes.
To furnish electricity for power and lighting purposes and all
appliances incident or necessary thereto.
To purchase, construct, lease, operate and maintain tramways, rights of
way, easements and appurtenances.
To construct, purchase, develop, or otherwise acquire, maintain, repair
and operate water and water works, sewer plants, and drainage systems, and to
sell, lease, or rent water and water rights and privileges.
To buy, sell and generally trade in, store, carry and transport all
kinds of goods, wares, merchandise, provisions and supplies.
IN FURTHERANCE AND NOT IN LIMITATION of the general powers conferred by
the laws of the State of Nevada, and of the objects and purposes herein set
forth, it is hereby expressly provided that this corporation shall also have
the following powers, that is to say:
1. To acquire the good-will, rights, property and franchises, and to
undertake the whole or any part of the assets and liabilities of any person,
firm, association or corporation, and to pay for the same in cash, stock or
bonds of this corporation, or otherwise; to hold, or in any lawful manner to
dispose of, the whole or any part of the property as purchased; to conduct in
any lawful manner the hole or any part of the business so acquired, and to the
exercise all the powers necessary or convenient in and about the conduct and
management of such business.
2. To hold, purchase, or otherwise acquire, sell, guarantee,
underwrite, assign, transfer, mortgage, pledge or otherwise dispose of shares
of the capital stock, bonds, or other evidences of indebtedness created by any
other corporation or corporations of this State or any other state, or
territory, country or government, and while the holder of such stock to
exercise all the rights and privileges of ownership, including the right to
vote thereon, to the same extent as natural persons might or could do.
3. To make and enter into and perform contracts of every sort and
kind for any lawful purposes with any individual, firm, association,
corporation, private, public or municipal body politic, and with the
Government of the United States or any State, Territory or Color thereof, and
to draw, make, concept, endorse, discount, execute and issue promissory notes,
bills of exchange, warrants, bonds, debentures and other negotiable or
transferrable instruments, so far as may be permitted by the laws of the State
of Nevada.
4. To apply for, or in any manner dispose of, and to grant license or
other rights, inventions, improvements, and processes used in connection with
or secured under Letters, Patent or Copyright of the United States or other
countries, to make, operate or develop the same, and to carry on any business,
manufacturing or otherwise, which may directly or indirectly effectuate these
objects or any of them.
5. To purchase, hold cancel and re-issue the shares of its Capital
Stock.
6. To conduct its business or any part thereof in any and all parts
of the world, and to have one or more offices out of the State of Nevada, and
purchase or otherwise acquire, hold, mortgage, or otherwise lien and encumber,
and sell, convey, and transfer real and personal property of every kind and
nature, both within and without the State of Nevada, and to issue its bonds in
pursuance thereof.
7. In general, to carry on any other business within or without the
State of Nevada in connection therewith, whether manufacturing, merchandising
or otherwise, not forbidden by the laws of the State of Nevada, and with all
the powers conferred by the said laws upon corporations.
8. To become and be the trustee of any persons, firm, association or
corporation, and to exercise all the powers and privileges of a trustee in
accordance with the terms and conditions of the trust under and by which the
same is committed to it.
9. It is the intention that the objects, purposes and powers
specified in this third paragraph, be nowise limited or restricted by
reference to or inference from the terms of any other clause or paragraph in
this Certificate of Incorporation, but the objects, purposes and powers
specified in each of the clauses of this Certificate of Incorporation shall be
regarded as independent objects, purposes and powers.
IV.
The amount of the total authorized Capital Stock of this Corporation is
One Hundred and Fifty Thousand Dollars ($150,000), divided into one million
five hundred thousand (1,500,000) shares of the par value of Ten Cents ($.10)
each, said stock to be non-assessable when fully paid up in money, services or
property.
The amount of Capital Stock with which this corporation will commence
business is One Thousand Dollars ($1,000.00).
V.
The names, residences and post office addresses of the original
subscribers to stock, and the amount subscribed by each are as follows:
Amount
Name Residence P. O. Address Subscribed
H.K. Moore Tonopah, Nevada Tonopah, Nevada $250.00
A.H. Keenan Tonopah, Nevada Tonopah, Nevada $500.00
E.A. Keenan Tonopah, Nevada Tonopah, Nevada $250.00
VI.
This corporation shall be of unlimited duration.
VII.
The members of the Governing Board of this corporation shall be styled
Director, and shall be five (5) in number.
A. The Board of Directors shall have power and authority to make and
alter or amend the By-Laws; to fix the amount, in cash or otherwise, to be
reserved as working capital, and to authorize and cause to be executed
mortgages and liens upon the property and franchises of this corporation.
B. The Board of Directors shall have power and authority, with the
consent in writing, and pursuant to the vote of the holders of sixty-six and
two-thirds per centum (66 2/3%) of the Capital Stock issued and outstanding,
to sell, assign, transfer or otherwise dispose of the whole property and
business of this Corporation, but not otherwise.
C. The Board of Directors shall from time to time determine whether
and to what extent and at what times and places, and under what conditions and
regulations the accounts and books of this corporation, or any of them, shall
be opened to the inspection of the stockholders, and no stockholder shall have
the right to inspect any account or book or document of this corporation
except as conferred by the Statute of Nevada, or authorized by the directors,
or by resolution of the stockholders.
D. The stockholders and directors shall have power to hold their
meetings, and keep the books, documents and papers of this corporation outside
of the state of Nevada, and at such places as may be from time designated by
the By-Laws or by resolution of the Stockholders or directors, except as
otherwise required by the laws of the State of Nevada.
IN WITNESS WHEREOF, the said incorporators have hereunto set their hands
this 14th day of May, 1919.
/s/H.K. Moore
/s/A.H. Keenan
/s/E.A. Keenan
STATE OF NEVADA )
) ss.
County of Nye )
Before me, Hugh H. Brown, a Notary Public in and for said county,
personally appeared H. K. Moore, A. H. Keenan and E. A. Keenan, known to me to
be the persons named in and who executed the foregoing Articles of
Incorporation, and acknowledged to me that they executed the same freely and
voluntarily, and for the uses and purposes therein mentioned; all this 14th
day of May, 1919.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
Official Seal, at Tonopah, Nye County, Nevada, this 14th day of May, 1919.
/s/Hugh H. Brown
Notary Public in and for Nye County,
State of Nevada.
My commission expires May 4, 1923.
ARTICLES OF MERGER
OF
LINCOLN DIVIDE MINING COMPANY
A Nevada Corporation
AND
HID-WA CORPORATION
A Nevada Corporation
TO MR. JOHN KOONTZ, SECRETARY OF STATE OF NEVADA
The undersigned corporation, pursuant to the Private Corporations Act of
the Corporation Laws of the State of Nevada, hereby execute the following
Articles of Merger:
ARTICLE I
The Names of the Corporation proposing to merge and the name of the state
under which each corporation is organized are as follows:
Name of Corporation State Incorporated
LINCOLN DIVIDE MINING COMPANY Nevada
HID-WA CORPORATION Nevada
ARTICLE II
The laws of the State of Nevada, the state under which each of the above
respective corporation is organized and incorporated permit merger.
ARTICLE III
The surviving corporation shall be LINCOLN DIVIDE MINING COMPANY,
however,
pursuant to these Articles of Merger, the surviving corporation shall be
governed by the laws of the State of Nevada.
ARTICLE IV
The Plan of Merger is as follows: That the surviving corporation shall
have a capitalization of 3,000,000 shares of 10 cent par stock with each share
being equal with every other share with no pre-emptive rights and no
cumulative voting permitted. The shareholders of each of the above names
corporation shall receive the following shares of the surviving corporation's
common stock in exchange for the shares or securities presently owned, namely:
(a) Hid-Wa Corporation shareholders shall receive one (1) share for
every two (2) shares of record presently owned from Lincoln Divide Mining
Company.
(b) Lincoln Divide Mining Company shall receive the following two
shares from all shareholders of Hid-Wa Corporation; a two for one exchange on
all shareholders in favor of Lincoln Divide Mining Company.
Lincoln Divide Mining Company, the surviving corporation shall be vested
with all rights, titles and interests into properties and assets of each of
the above named corporations and shall assume the liabilities of the above
named corporations.
ARTICLE V
The Articles of the surviving corporation are as follows:
FIRST: The name of said corporation is and shall be:
LINCOLN DIVIDE MINING COMPANY
SECOND: The principal office of this corporation shall be located
2419 Las Vegas Blvd. South, Las Vegas, Nevada 89101, but the corporation
maintains an office or offices in such town, cities and places within or
outside the State of Nevada and the United States of America, as the Board of
Directors may from time to time determine or may be designated by the By-Laws
of this corporation.
THIRD: The nature of the business or object, or purposes proposed to
be transacted, promoted, or carried on by this corporation are as follows:
(a) Locating, working, developing, leasing, buying, selling and
otherwise dealing in mines, mining locations, mining claims, mining rights,
mineral deposits, mill sites, tunnel claims, water rights, mining plants,
machinery or works used in connection therewith: also to engage in and carry
on the business of crushing, milling, smelting, refining and preparing for
market, gold, silver, lead, tin, copper, zinc, and other ore, coal petroleum,
oil, metals, and mineral substances of all kinds; and to carry on any other
reducing, smelting or metallurgical operations which may seen conducive to any
of this corporations's objects, purposes or business; and also to engage in
and carry on the business of buying, selling, manufacturing and dealing in
minerals, ores, metals, mining plants, machinery, implements, conveniences,
provisions and things used in connection with the business of this
corporation, or required by the workmen and others employed by this
corporation.
(b) To acquire by purchase or otherwise, own, hold, develop, buy,
sell, convey, lease, mortgage or encumber lands, real estate, water or other
property, personal or mixed.
(c) To survey, subdivide, plat, improve, and develop lands for
purposes of sale or otherwise, and to do and perform all things needful and
lawful for the development and improvement of the same for residence, trade
and business.
(d) To purchase, construct, lease, operate and maintain electric
lighting and power plants, building, constructions, machinery, appliances,
equipment, fixtures, easements and appurtenances.
(e) To purchase, construct, lease, operate and maintain telephone
lines and lines for electric light and power purposes.
(f) To furnish electricity for power and lighting purposes and all
appliances incident or necessary thereto.
(g) To purchase, construct, lease, operate and maintain tramways,
rights of way, easements and appurtenances.
(h) To construct, purchase, develop, or otherwise acquire, maintain,
repair and operate water and water works, sewer plants, and drainage systems,
and to sell, lease, or rent water and water rights and privileges.
(i) To buy, sell and generally trade in, store, carry and transport
all kinds of goods, wares, merchandise, provisions and supplies.
IN FURTHERANCE AND NOT IN LIMITATION of the general powers conferred by
the laws of the State of Nevada, and of the objects and purposes herein set
forth, it is hereby expressly provided that this corporation shall also have
the following powers, that is to say:
1. To acquire the good-will, rights,
property and franchises, and to undertake the whole or any part of the assets
and liabilities of any person, firm, association or corporation, and to pay
for the same in cash, stock or bonds of this corporation, or otherwise; to
hold, or in any lawful manner to dispose of, the whole or any part of the
property as purchased; to conduct in any lawful manner the hole or any part of
the business so acquired, and to the exercise all the powers necessary or
convenient in and about the conduct and management of such business.
2. To hold, purchase, or otherwise acquire, sell, guarantee,
underwrite, assign, transfer, mortgage, pledge or otherwise dispose of shares
of the capital stock, bonds, or other evidences of indebtedness created by any
other corporation or corporations of this State or any other state, or
territory, country or government, and while the holder of such stock to
exercise all the rights and privileges of ownership, including the right to
vote thereon, to the same extent as natural persons might or could do.
3. To make and enter into and perform contracts of every sort and
kind for any lawful purposes with any individual, firm, association,
corporation, private, public or municipal body politic, and with the
Government of the United States or any State, Territory or Color thereof, and
to draw, make, concept, endorse, discount, execute and issue promissory notes,
bills of exchange, warrants, bonds, debentures and other negotiable or
transferrable instruments, so far as may be permitted by the laws of the State
of Nevada.
4. To apply for, or in any manner dispose of, and to grant license or
other rights, inventions, improvements, and processes used in connection with
or secured under Letters, Patent or Copyright of the United States or other
countries, to make, operate or develop the same, and to carry on any business,
manufacturing or otherwise, which may directly or indirectly effectuate these
objects or any of them.
5. To purchase, hold cancel and re-issue the shares of its Capital
Stock.
6. To conduct its business or any part thereof in any and all parts
of the world, and to have one or more offices out of the State of Nevada, and
purchase or otherwise acquire, hold, mortgage, or otherwise lien and encumber,
and sell, convey, and transfer real and personal property of every kind and
nature, both within and without the State of Nevada, and to issue its bonds in
pursuance thereof.
7. In general, to carry on any other business within or without the
State of Nevada in connection therewith, whether manufacturing, merchandising
or otherwise, not forbidden by the laws of the State of Nevada, and with all
the powers conferred by the said laws upon corporations.
8. To become and be the trustee of any persons, firm, association or
corporation, and to exercise all the powers and privileges of a trustee in
accordance with the terms and conditions of the trust under and by which the
same is committed to it.
9. It is the intention that the objects, purposes and powers
specified in this third paragraph, be nowise limited or restricted by
reference to or inference from the terms of any other clause or paragraph in
this Articles of Merger, but the objects, purposes and powers specified in
each of the clauses of this Articles of Merger shall be regarded as
independent objects, purposes and powers.
FOURTH: The amount of the total authorized capital stock of this
corporation shall be THREE HUNDRED THOUSAND ($300,000.00) DOLLARS divided into
three million (3,000,000) shares common stock having a par value of ten cents
($0.10) per share, said stock to be non-assessable when fully paid up in
money, services or property.
The consideration for the issuance of shares my be paid, in whole or impart,
in money, labor, property, promissory notes, or other things of value. When
payment of the consideration for which shares are to be issued shall have been
received by the corporation such shares shall be deemed to be fully paid and
non assessable. In the absence of fraud in the transaction, the judgment of
the Board of Directors as to the value of the consideration received for
shares shall be conclusive.
FIFTH: The members of the Governing Board of this corporation shall
be styled Director, and shall be five (5) in number. The terms of office of
directors shall be for one (1) year.
(a) The Board of Directors shall have power and authority to make and
alter or amend the By-Laws; to fix the amount, in cash or otherwise, to be
reserved as working capital, and to authorize and cause to be executed
mortgages and liens upon the property and franchises of this corporation.
(b) The Board of Directors shall have power and authority, with the
consent in writing, and pursuant to the vote of the holders of sixty-six and
two-thirds per centum (66 2/3%) of the Capital Stock issued and outstanding,
to sell, assign, transfer or otherwise dispose of the whole property and
business of this Corporation, but not otherwise.
(c) The Board of Directors shall from time to time determine whether
and to what extent and at what times and places, and under what conditions and
regulations the accounts and books of this corporation, or any of them, shall
be opened to the inspection of the stockholders, and no stockholder shall have
the right to inspect any account or book or document of this corporation
except as conferred by the Statute of Nevada, or authorized by the directors,
or by resolution of the stockholders.
(d) The business and affairs of the corporation shall be conducted by
the Board of Directors, Directors need not be stockholders of the corporation.
The Directors, at any time prior to an Annual Meeting of the Stockholders my
elect or appoint additional directors not exceeding the number set forth in
these Articles to serve until their successors are elected. The Successors to
the Board of Directors named herein shall be elected at the Annual
Stockholders Meeting to be held on the 15th day of June of each year,
commencing with the year 1973. In furtherance and not in limitation of the
powers vested by law, the Board of Directors is authorized to hold meetings
within or outside the State of Nevada.
(e) Subject to the By-Laws, if any adopted to make, alter, amend or
change the By-Laws of the corporation.
SIXTH: The following named persons shall hold the office as noted
below.
Name Office Address
Gordon C. Niles President 941 E. Lorlyn Drive
West Chicago, Illinois
David W. Allen Vice-President 2N635 Woodcrest Drive
West Chicago, Illinois
Roger K. Niles Vice-President 941 E. Lorlyn Drive
West Chicago, Illinois
Beryl M. Niles Secretary-Treasurer 941 E. Lorlyn Drive
West Chicago, Illinois
SEVENTH: This corporation is to have perpetual existence and be of
unlimited duration.
EIGHTH: The corporation can indemnify all of its officers and
directors, past, present and future, against any and all expenses incurred by
them and each of them, including but not limited to legal fees, judgments and
penalties which may be incurred, rendered or levied in any legal action
brought against any or all of them for or in account of any act or admission
alleged to have been committed while acting within the scope of their duties
as officers or directors of this corporation.
NINTH: To the extent permitted by law, the private property of each
and every stockholder, officer and director of the corporation, real or
personal, tangible or intangible, now owned or hereinafter acquired by any of
the, is and shall be forever exempt from all debts and obligations of the
corporation of any kind whatsoever.
TENTH: This corporation reserves the right to amend, alter, change or
repeal any provision contained in these Articles of Merger, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are conferred subject to this reservation.
ELEVENTH: Richard P. Williams, whose address is 2419 Law Vegas Blvd.
South, Las Vegas, Nevada, is hereby appointed and made the lawful agent for
and on behalf of this corporation in and for the State of Nevada, to accept
and acknowledge service of, and upon whom may be served all necessary process
or processes in any action, suit or proceeding that may be had or brought
against this corporation in any of the Courts of said State of Nevada; such
service of process or notice, or the acceptance thereof endorsed thereon by
him to have the same force and effect as if served upon the corporation, and
said agent shall be in charge of the principal office of the corporation.
This appointment may be revoked at any time by the filing of the appointment
of another agent.
ARTICLE VI
Lincoln Divide Mining Company, pursuant to a resolution of its Board of
Directors, held a Special Stockholders Meeting for the purpose of considering
the merger herein set forth on the 2nd day of December, 1972, at 2:30 p.m., in
Las Vegas, Nevada, and Hid-Wa Corporation, pursuant to a resolution of its
Board of Directors, held a Special Stockholders Meeting for the purpose of
considering the merger herein set forth on the 2nd day of December, 1972, at
2:30 p.m. in Las Vegas, Nevada, and the shareholders of each respective
corporation having full knowledge of the terms and conditions ratified the
Plan of Merger entered into by the respective Board of Directors as set forth
in the tabulation as follows:
Name of Authorized Shares Voting Voting
Corporation Capitalization Outstanding In Favor Against
Lincoln Divide 3,000,000 shares 1,025,000 1,025,000 None
Mining Company Common Stock
par value - $0.10
per share
- ------------------------------------------------------------------------------
Hid-Wa 1,000,000 shares 950,000 632,100 None
Corporation Common Stock
par value - $1.00
The stockholders of the respective corporations were notified of the
merger agreement and a majority of the stockholders of the respective
corporations approved the merger herein set forth.
Shareholders of each respective corporation are to forward their shares
to Silver Crown Transfer Agency, Suite 5A, 2419 las Vegas Boulevard South, Las
Vegas, Nevada.
Dissenting shareholders are to forward their respective dissents,
pursuant to the laws of the State of Nevada to Silver Crown Transfer Agency,
Suite 5A, 2419 Las Vegas Boulevard South, Las Vegas, Nevada, who for this
purpose shall act as agent of the surviving corporation whose officers shall
be caused to be paid in cash the respective value of dissenting shareholders
stock ownership as represented by their shares, pursuant to the laws of the
State of Nevada.
IN WITNESS WHEREOF, we have hereunto set our hands the day and year below
indicated.
LINCOLN DIVIDE MINING COMPANY
/S/Gordon C. Niles
President
Attest:
/s/Beryl M. Niles
Secretary
STATE OF NEVADA
COUNTY OF CLARK
On this 2nd day of December, 1972, before me, the undersigned
Notary Public, personally appeared, Gordon C. Niles and Beryl M. Niles, known
to be the persons who are the President and Secretary respectively of Lincoln
Divide Mining Company, and who executed the foregoing Articles of Merger, and
acknowledged to me that they executed the same for the purpose therein
contained, pursuant to an appropriate resolution of their Board of Directors,
and pursuant to a resolution passed at a Special Stockholders Meeting of
Lincoln Divide Mining Company.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/s/George E. Sraziadei
Notary Public
My Commission expires:
November 4, 1973
IN WITNESS WHEREOF, we have hereunto set out hands the day and year below
indicated.
HID-WA CORPORATION
/s/O.C. Hudson
President
Attest:
/s/ O.D. Baka
Secretary
STATE OF NEVADA
COUNTY OF CLARK
On this 2nd day of December, 1972, before me, the undersigned
Notary Public, personally appeared, O. C. Hudson and O. D. Baka, known to be
the persons who are the President and Secretary respectively of Hid-Wa
Corporation, and who executed the foregoing Articles of Merger, and
acknowledged to me that they executed the same for the purpose therein
contained, pursuant to an appropriate resolution of their Board of Directors,
and pursuant to a resolution passed at a Special Stockholders Meeting of
Hid-Wa Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/s/Beatrice Marchand
Notary Public
My Commission expires:
July 1, 1973
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
LINCOLN DIVIDE MINING COMPANY
Lincoln Divide Mining Company, a Corporation organized and existing
under and by virtue of the provisions of the General Corporation Act of the
State of Nevada and the acts amendatory thereof and supplemental thereof, the
Articles of Incorporation of which were filed in the office of the Secretary
of State of Nevada on the 14th day of May 1919, does hereby certify:
That at a regular meeting of the Board of Directors and Stockholders
of said Lincoln Divide Mining Company, duly held on July 15, 1972, resolutions
were duly and unanimously adopted setting forth amendments to the Articles of
Incorporation, to be effective at the discretion of the Board of Directors, as
follows:
RESOLVED:
That the following Article of Incorporation be changed to the
following:
Article I-The name of this Corporation shall be:
LINCOLN DIVIDE INDUSTRIES, INC.
In Witness whereof, said Lincoln Divide Mining Company, has caused
its Corporate seal to be hereunto affixed and this Certificate to be signed by
Gordon C. Niles and Beryl M. Niles, its President and Secretary, on this 9th
day of May, 1973.
LINCOLN DIVIDE MINING COMPANY
By:/s/Gordon C. Niles
President
By:/s/Beryl M. Niles
Secretary
On this 9th day of May 1972, personally appearing before me, a
Notary Public in and for the County of Clark, State of Nevada, Gordon C. Niles
and Beryl M. Niles, known to be the President and Secretary of Lincoln Divide
Mining Company, a Nevada Corporation described herein and who executed the
foregoing Certificate of Amendment of Articles of said Corporation and who
severally acknowledged to me that they executed the same freely and for the
purpose therein mentioned.
Witness my hand and official seal the day and year aforesaid.
/s/Joan K. Weed
Notary Public in and for said
County and State
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
LINCOLN DIVIDE INDUSTRIES, INC.
Lincoln Divide Industries, Inc. a Corporation organized and existing under and
by virtue of the provisions of the General Corporation Act of the State of
Nevada and the acts amendatory thereof and supplemental thereof, the Articles
of Incorporation of which were filed in the office of the Secretary of State
of Nevada on the 14th day of May 1919, does hereby certify:
That at a regular meeting of the Board of Directors and Stockholders
of said Lincoln Divide Industries, Inc. duly held on June 11, 1973,
resolutions were duly adopted by full majority setting forth an amendment to
the Articles of Incorporation, and the Articles of Merger filed in the office
of the Secretary of State of Nevada on the 15th day of January, 1973, as
follows:
RESOLVED:
That the following Article of Incorporation be changed to the
following:
Article VII-The members of the Governing Board of this corporation
shall be styled Directors, and shall be a minimum of five (5) and maximum of
eleven (11) in number.
In witness whereof, said Lincoln Divide Industries, Inc. has caused
its Corporation Seal to be hereunto affixed and this Certificate to be signed
by Gordon C. Niles and Beryl M. Niles, its President and Secretary, on this
2nd day of July, 1973.
LINCOLN DIVIDE INDUSTRIES, INC.
By:/s/Gordon C. Niles
President
By:/s/Beryl M. Niles
Secretary
On this 2nd day of July 1973, personally appearing before me, a
Notary Public in and for the County of Clark, State of Nevada, Gordon C. Niles
and Beryl M. Niles, known to be the President and Secretary of Lincoln Divide
Industries, Inc., a Nevada Corporation described herein and who executed the
foregoing Certificate of Amendment of Articles of said Corporation and who
severally acknowledged to me that they executed the same freely and for the
purpose therein mentioned.
Witness my hand and official seal the day and year aforesaid.
/s/Romola Burk
Notary Public in and for said
County and State
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
LINCOLN DIVIDE INDUSTRIES, INC.
A Nevada Corporation
This is to certify that at a special meeting of the Board of Directors
and Stockholders of LINCOLN DIVIDE INDUSTRIES, INC., a Nevada corporation,
held on November 30, 1973, and December 1, 1973, for which meeting a waiver of
notice was duly signed by the Directors, a resolution was adopted declaring
the advisability of changing the name of the Corporation from LINCOLN DIVIDE
INDUSTRIES, INC. to NAVSAT, INC. and thereafter a second resolution was
adopted that the authorized shares of the corporation be increased from
3,000,000 tp 30,000,000 shares at $.10 par value. Thereafter the said
resolutions were submitted and upon unanimous vote, the following resolutions
were approved and adopted:
RESOLVED, that the Articles of Incorporation of LINCOLN DIVIDE
INDUSTRIES, INC., a Nevada corporation, be amended so as to delete
the original Paragraph I and insert a new Paragraph I which will
read as follows:
"ARTICLE I
The name of the corporation is NAVSAT, INC.
FURTHER RESOLVED, that the authorized shares of the corporation be
increased from 3,000,000 to 30,000,000 shares at $.10 par value.
IT WAS FURTHER RESOLVED that the President and Secretary of the
Corporation shall execute and acknowledge a Certificate of
Amendment of Articles of Incorporation and file the same in the
Office of the Secretary of State of the State of Nevada,
a copy of said Certificate, duly certified by the Secretary of
State, shall be filed in the office of the County Clerk of Clark
County, Nevada.
Executed at Las Vegas, Nevada, this 2nd day of January, 1974.
/s/O. D. Baker /s/K.W. Bratcher
Secretary President
STATE OF NEVADA )
) ss:
COUNTY OF CLARK )
On this 2nd day of January, 1974, before me, a Notary Public of the
County of Clark, State of Nevada, personally appeared K. W. BRATCHER and O. D.
BAKER, known to me to be the persons whose names are subscribed to the within
and foregoing instrument, who acknowledged to me that they executed the same
freely and voluntarily and for the uses and purposes therein mentioned.
/s/Mercedes L. Mihopulos
Notary Public
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
NAVSAT, INC.
NAVSAT, Inc., a Corporation organized and existing under and by
virtue of the provisions of the General Corporation Act of the State of Nevada
and the acts amendatory thereof and supplemental thereof, the Articles of
Incorporation of which were filed in the office of the Secretary of State of
Nevada on the 14th day of May 1919, does hereby certify:
That at a regular meeting of the Board of Directors and Stockholders
of said NAVSAT, Inc., duly held on December 20, 1975, resolutions were duly
and unanimously adopted setting forth amendments to the Articles of
Incorporation, to be effective at the discretion of the Board of Directors, as
follows:
RESOLVES, that the recommendation of the Board of Directors to change the name
of the corporation to LINCOLN DIVIDE INDUSTRIES, INC., and to leave the
capitalization remain at 30,000,000 shares having a par value of ten cents per
share remain and be, and the same is hereby approved. Therefore,
RESOLVED: That
the following Article of Incorporation be changed to the
following:
Article I-The name of this Corporation shall be:
LINCOLN DIVIDE INDUSTRIES, INC.
In Witness whereof, said Lincoln Divide Mining Company, has caused
its Corporate seal to be hereunto affixed and this Certificate to be signed by
Gordon C. Niles and Beryl M. Niles, its President and Secretary, on this 2nd
day of October, 1976.
LINCOLN DIVIDE INDUSTRIES, INC.
(Formerly known as NAVSAT, Inc.)
By:/s/Gordon C. Niles
President
ATTEST:
/s/Beryl M. Niles
Secretary
On this 5th day of October 1976, personally appearing before me, a
Notary Public in and for the County of Clark, State of Nevada, Gordon C. Niles
and Beryl M. Niles, known to be the President and Secretary of Lincoln Divide
Mining Company, a Nevada Corporation described herein and who executed the
foregoing Certificate of Amendment of Articles of said Corporation and who
severally acknowledged to me that they executed the same freely and for the
purpose therein mentioned.
Witness my hand and official seal the day and year aforesaid.
/s/Doris H. Main
Notary Public in and for said
County and State
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION OF
LINCOLN DIVIDE INDUSTRIES, INC.
LINCOLN DIVIDE INDUSTRIES, INC., a Corporation organized and
existing under and by virtue of the provisions of the General Corporation Act
of the State of Nevada and the acts amendatory thereof and supplementary
thereof, the Articles of Incorporation of which were filed in the office of
the Secretary of State of the State of Nevada on the 14th day of May 1919,
does hereby certify:
That at a regular meeting of the Board of Directors and Stockholders
of said LINCOLN DIVIDE INDUSTRIES, INC., duly held on February 21, 1980,
resolutions were duly and unanimously adopted setting forth amendments to the
Articles of Incorporation, as follows:
RESOLVED: That the following Articles of Incorporation be changed to:
Article I-The name of the Corporation shall be CHEROKEE MINERALS
AND OIL, INC.
Article IV-That the total authorized capital stock of this
corporation shall be 30,000,000 shares having a par value of one
cent ($0.01) per share.
Article VII-The governing Board of Corporation shall be styled
directors and shall be a minimum of three (3) and a maximum of
eleven (11).
In Witness whereof, said corporation, has caused its Corporate seal to
be hereunto affixed and this Certificate to be signed by Jacob Silberman and
Miriam Silberman, its President and Secretary, on this 21st day of February,
1980.
On this 21st day of February 1980, personally appearing before me, a
Notary Public in and for the County of New York, State of New York, and an
attorney licensed in the State of New York, Jacob Silberman and Miriam
Silberman, known to be the President and Secretary of the above corporation
described herein and who executed the foregoing Certificate of Amendment of
Articles of said Corporation and who severally acknowledged to me that they
executed the same freely and for the purpose therein mentioned.
Witness my hand and official seal the day and year aforesaid.
ATTEST: CHEROKEE MINERALS AND OIL, INC.
/s/Miriam Silberman /s/Jacob Silberman
Secretary President
/s/Benjamin Strecher
Notary Public, State of New York
Commission Expires March 30, 1981
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
APRIL 5, 1996
DEAN HELLER, SECRETARY OF STATE
No.438-19
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF
INCORPORATION OF
CHEROKEE MINERALS
AND OIL, INC.
We, the undersigned, David C. Merrell, President, and Michael C. Brown,
Secretary/Treasurer, of CHEROKEE MINERALS AND OIL, INC. a Nevada
corporation(the"corporation"), do hereby certify:
I
The Articles of Incorporation of the corporation shall be amended as
follows:
The foregoing amendment was adopted by the shareholders of the
corporation at a meeting held March 5th, 1996.
I I
Pursuant to a resolution duly adopted by the shareholders of the
corporation on March 5th, 1996 the 23,683,500 outstanding shares of the
corporation were reversed split on a basis of 50 for 1, retaining the
authorized shares at 30,000,000 and the par value at one cent ($.01) per
share, with the appropriate adjustments being made in the additional paid in
capital and stated capital accounts of the corporation.
I I I
The number of shares entitled to vote on the amendment was 23,683,500.
I V
The number of shares voted in favor of the amendment was 17,700,000 with
none opposing and none abstaining.
/s/David C. Merrell
President
/s/Michael C. Brown
Sec/Treas.
STATE OF UTAH )
) ss
COUNTY OF SALT LAKE )
On the 27th day of March 1996, personally appeared before me,
a Notary Public, David C. Merrell, who acknowledged that he is the
President of Cherokee Minerals and Oil, Inc. and that he is authorized to
and did execute the above instrument.
/s/Debbie R. Baker
NOTARY PUBLIC
STATE OF UTAH )
) ss
COUNTY OF SALT LAKE )
On the 27th day of March 1996, personally appeared before me,
a Notary Public, Michael C. Brown, who acknowledged that he is the
Secretary/Treasurer of Cherokee Minerals and Oil, Inc. and that he is
authorized to and did execute the above instrument.
/s/Debbie R. Baker
NOTARY PUBLIC
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
CHEROKEE MINERALS AND OIL, INC.
We, the undersigned, Joe Johnson, President, and Melinda Johnson,
Secretary, of Cherokee Minerals and Oil, Inc., a Nevada corporation (the
"Corporation"), do hereby certify:
I
Pursuant to Section 78.390 of the Nevada Revised Statutes, the
Articles of Incorporation of the Corporation shall be amended as follows:
"Article IV-That the total authorized capital stock of this
corporation shall be 30,000,000 shares having a par value of one mill ($0.001)
per share."
II
The foregoing amendment was adopted by Consent of the Board of
Directors pursuant to Section 78.315 of the Nevada Revised Statutes, and by
Consent of Majority Stockholders pursuant to Section 78.320 of the Nevada
Revised Statutes.
III
The number of common shares entitled to vote on the amendment was
2,468,351.
IV
The number of common shares voted in favor of the amendment was
2,012,680, with none opposing and none abstaining.
/s/Joe K. Johnson, President
/s/Melinda Johnson, Secretary
STATE OF UTAH )
) ss
COUNTY OF SALT LAKE )
On the 27th day of January, 1998, personally appeared before me,
a Notary Public, Joe Johnson, who acknowledged that he is the President of
Cherokee Minerals & Oil, Inc., and that he is authorized to and did execute
the above instrument.
/s/Sheryl A. Ross
NOTARY PUBLIC
(Notary Seal)
STATE OF UTAH )
) ss
COUNTY OF SALT LAKE )
On the 27th day of January, 1998, personally appeared before me,
a Notary Public, Melinda Johnson, who acknowledged that she is the Secretary
of Cherokee Minerals & Oil, Inc., and that she is authorized to and did
execute the above instrument.
/s/Sheryl A. Ross
NOTARY PUBLIC
(Notary Seal)
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