<PAGE>
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U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to ____________
Commission File No. 0-23995
SIERRA HOLDINGS GROUP, INC.
---------------------------
(Name of Small Business Issuer in its Charter)
NEVADA 87-0576421
------ ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
2907 Bay to Bay Blvd., #203
Tampa, Florida 33629
--------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (800) 923-8111
5445 South Highland Drive
Salt Lake City, Utah 84117
---------------------------
(Former Name or Former Address, if changed since last Report)
Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered: None
Securities Registered under Section 12(g) of the Exchange Act: $0.001 par
value common stock
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
Check if there is no disclosure of delinquent files in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year: October 31, 1999 -
$0.
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date
within the past 60 days.
1,168,574 - $1,168.57. There are approximately 1,168,574 shares of
common voting stock of the Company held by non-affiliates. During the past
two years there has been no "established public market" for shares of common
voting stock of the Company, so the Company has arbitrarily valued these
shares based on $0.001 par value per share.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Not Applicable.
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
October 31, 1999
5,576,921
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained
in Item 13 of this report.
Transitional Small Business Issuer Format Yes X No ___
<PAGE>
PART I
Item 1. Description of Business.
------------------------
Business Development.
- ---------------------
For a description of the business development of Sierra Holdings
Group, Inc. (the "Company"), from inception through the end of the fiscal year
ended October 31, 1998, see its Annual Report on Form 10-KSB for the fiscal
year ended October 31, 1998, which has previously been filed with the
Securities and Exchange Commission and is incorporated herein by this
reference. See Part III, Item 13 of this Report.
Business.
- ---------
The Company has never engaged in any substantive business
operations. However, on November 1, 1999, which is subsequent to the period
covered by this Report, Steven D. Moulton, Jeff Taylor and Michelle Wheeler
resigned as directors and executive officers of the Company, and the following
persons were elected to the Board of Directors: Raymond B. Miller; Merle
Steele; and Arthur S. Fyvolent.
On November 2, 1999, Steven D. Moulton transferred 3,630,000
"unregistered" and "restricted" shares of the Company to four individuals and
two corporations in consideration of the sum of $180,000.
Messrs. Miller, Fyvolent and Steele were appointed to the positions
of President, Vice President and Secretary/Treasurer, respectively, on
November 11, 1999. In December, 1999, Mr. Fyvolent resigned these positions
due to a desire to pursue other matters.
Present management of the Company may be deemed to control
InsiderStreet.com, Inc., a Florida corporation ("InsiderStreet"), which is an
internet-based provider of investor relations marketing services for micro and
small capitalization public companies. The Company and InsiderStreet are
preparing to enter into an Agreement and Plan of Reorganization (a "Plan") by
which the Company would acquire all of the issued and outstanding shares of
InsiderStreet in exchange for approximately 2,480,000 "unregistered" and
"restricted" shares of the Company's common stock. At the same time, the
2,480,000 shares currently held by Millennium Health Products, a Florida
corporation ("Millennium"); and NEXTDigital, Inc., a Florida corporation
("NEXTDigital"), would be contributed back to the treasury of the Company.
Millenium Health Products and NEXTDigital collectively own 100% of
InsiderStreet's issued and outstanding shares. The consummation of any such
transaction would not result in any change in the current ownership of the
Company by these entities.
The Company has not yet entered into any formal arrangement with
InsiderStreet. It can provide no assurance that any Plan will be completed or
that, if it is, the operations of the Company and InsiderStreet will be
successful. In the event that such a transaction is completed, the Company
will timely file with the Securities and Exchange Commission a Current Report
on Form 8-K disclosing its terms.
The above-referenced change in control of the Company was disclosed
in a Current Report on Form 8-K, which was filed with the Securities and
Exchange Commission on November 17, 1999, and which is incorporated herein by
this reference. See Part III, Item 13 of this Report.
In anticipation of the acquisition of InsiderStreet, on October 28,
1999, the persons who at that time owned approximately 90.8% of the Company's
issued and outstanding shares of common stock voted to amend the Company's
Articles of Incorporation to change its name to "InsiderStreet.com, Inc.,"
with such name change to be effective December 21, 1999. On November 29,
1999, the Company filed with the Securities and Exchange Commission a
definitive Information Statement with respect to this name change, and on
November 30, 1999, the Information Statement was mailed to all of the
Company's stockholders of record. The Company's definitive Information
Statement is incorporated herein by this reference. See Part III, Item 13 of
this Report.
Upon the completion of any acquisition of InsiderStreet, the
Company's operations would become those of InsiderStreet. However, there can
be no assurance that any such acquisition will be completed or that, if it is,
the operations of InsiderStreet will be successful. If the Company does not
complete any acquisition of InsiderStreet, it will continue to be a "blank
check" or "blind pool" company. Because the Company has virtually no assets,
conducts no business and has no employees, management anticipates that any
such acquisition would require it to issue shares of its common stock as the
sole consideration for the acquisition; such an issuance would almost
certainly result in a change in control of the Company. This may also 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 acquisition; the approval of stockholders will not be sought unless
required by applicable laws, rules and regulations, the Company's Articles of
Incorporation or Bylaws, or contract. Even if stockholder approval is sought,
Millennium, NEXTDigital and Merle Steele collectively own approximately 53% of
the outstanding shares of common stock of the Company, and could approve any
acquisition, reorganization or merger they deemed acceptable. The Company
makes no assurance that any future enterprise will be profitable or
successful.
Each of the Company's current directors and executive officers is
also a director and executive officer of InsiderStreet. Current Company
policy does not prohibit related-party transactions such as the type of
transaction that would occur in the event of the Company's acquisition of
InsiderStreet. Involvement in any such transaction may present a conflict of
interest for such individuals.
"Year 2000".
- -----------
The Company and InsiderStreet have taken all internal steps to
confirm that their computer hardware and software are "Year 2000" compliant.
InsiderStreet is reliant on internet access for its principal business. It
has investigated all contractors with regard to their "Year 2000" readiness
and has been told that they are compliant. However, there can be no guarantee
that access will not be interrupted due to failure of telephone networks and
servers. The Company does not believe that any anticipated acquisition of
InsiderStreet will be completed before the beginning of 2000; however, any
continuing adverse effect on InsiderStreet as a result of the change of year
to the year 2000 would likely have an adverse effect on the Company's
operating results following such acquisition.
Principal Products or Services and their Markets.
- -------------------------------------------------
The Company does not currently offer any products or services. Upon
the completion of any acquisition of InsiderStreet, the Company's operations
would become those of InsiderStreet.
InsiderStreet is an internet-based provider of investor relations
marketing services for micro- and small-capitalization public companies.
InsiderStreet generates revenues from its fee-based services and shares of
common stock that it receives as part of its compensation packages with
entities for which it provides services.
InsiderStreet currently has approximately 1000 investor/broker
members and is working to build a database of 100,000 such members. It uses
proactive internet marketing techniques such as targeted opt-in bulk direct e-
mail, select and targeted banner advertising and continuous membership
commuications. It has also built a web site portal containing information and
interactive stock charting.
InsiderStreet's base fees range from $22,000 to $200,000 per
customer annually.
The Company can provide no assurance that it will complete any
acquisition of InsiderStreet. If it is unsuccessful in this regard, it will
continue to be a "blank check" or "blind pool" company.
Distribution Methods of the Products or Services.
- -------------------------------------------------
None; not applicable.
Status of any Publicly Announced New Product or Service.
- --------------------------------------------------------
None; not applicable.
Competition.
- ------------
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 these
endeavors; however, the Company, having virtually no assets or 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
operating histories when compared with the complete lack of any substantive
operations by the Company.
Sources and Availability of Raw Materials.
- ------------------------------------------
None; not applicable.
Dependence on One or a Few Major Customers.
- -------------------------------------------
None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or
Labor Contracts.
- ----------------
None; not applicable.
Governmental Approval of Principal Products or Services.
- --------------------------------------------------------
On the effectiveness of the Company's Registration Statement on Form
10-SB, which occurred on or about June 5, 1998, the Company became
subject to Regulation 14A regarding proxy solicitations promulgated by the
Securities and Exchange Commission under the 1934 Act. Section 14(a)
of the 1934 Act requires all companies with securities registered pursuant to
Section 12(g) thereof to comply with the rules and regulations of the
Securities and Exchange Commission regarding proxy solicitations as outlined
in Regulation 14A. Matters submitted to stockholders of the Company at a
special or annual meeting thereof or pursuant to a written consent shall
require the Company to provide its stockholders with the information outlined
in Schedules 14A or 14C of Regulation 14; preliminary copies of this
information must be submitted to the Securities and Exchange Commission at
least 10 days prior to the date that definitive copies of this information are
forwarded to stockholders.
At least until the Company completes a merger or acquisition
transaction, costs associated with filings required by the Company under
Section 12(g) of the 1934 Act and Regulation 14A of the Securities and
Exchange Commission will have to be advanced by management, the Company's
principal stockholders or any potential business venturer, and may further
dilute the interest of the public stockholders. In the case of a merger
requiring prior stockholder approval and the submission of financial
statements of the Company and other party or parties to the merger, legal and
accounting costs will be significantly higher, even though the adoption,
ratification and the approval of any such merger will be virtually assured if
recommended by current management of the Company.
Effects of Existing or Probable Governmental Regulations.
- ---------------------------------------------------------
Since the Company was initially incorporated, federal and state
securities laws, rules and regulations have made the participation in or the
conducting of an IPO substantially easier for certain small and developmental
stage companies, reducing the time constraints previously involved, the legal
and accounting costs and the financial periods required to be included in the
financial statements. Rule 504 of Regulation D of the Securities and Exchange
Commission is no longer available to "blank check" companies. Accordingly,
because the Company is presently deemed to be a "blank check" company, this
method of raising funds is foreclosed to it. Rule 504 is also not available
to "reporting issuers," which the Company became on the effectiveness of its
Registration Statement on Form 10-SB, as amended.
The integrated disclosure system for small business issuers adopted
by the Securities and Exchange 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, that 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.
A number of state securities commissions have adopted the use of
Form U-7 for SCOR, which also substantially simplifies the registration
process for IPO's; Form U-7 is primarily used in connection with offerings
conducted pursuant to Rule 504 of the Securities and Exchange Commission, but
is not limited to this use. To the extent that Rule 504 and the use of SCOR
are unavailable to the Company due to its status as a "blank check"
company, the use of Form U-7 will also be unavailable in this regard.
The Securities and Exchange 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 for the small business issuer to 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.
Cost and Effect of Compliance with Environmental Laws.
- ------------------------------------------------------
None; not applicable. In the event that the Company completes an
acquisition of InsiderStreet, management believes that the operations of
InsiderStreet will not be subject to any material environmental laws or
regulations.
Research and Development Expenses.
- ----------------------------------
None; not applicable.
Number of Employees.
- --------------------
None.
Item 2. Description of Property.
------------------------
Other than cash in the amount of approximately $1,816 at October 31,
1999, the Company has no appreciable assets, property or business. The
Company uses the office of NEXTDigital in Tampa, Florida, free of charge.
These facilities consist of approximately 3,200 square feet. The Company is
presently seeking a new location.
Item 3. Legal Proceedings.
------------------
The Company is not a party to any pending legal proceeding. To the
knowledge of management, 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 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
On October 28, 1999, Steven D. Moulton, Jeff Taylor and Michelle
Wheeler, who collectively owned approximately 90.8% of the issued and
outstanding shares of the Company's common stock, voted to amend the Company's
Articles of Incorporation to change its name to "InsiderStreet.com, Inc." See
the heading "Business" of the caption "Description of Business," Part I, Item
1 of this Registration Statement.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
---------------------------------------------------------
Market Information
- ------------------
Until the quarter ended October 31, 1999, there had been no "public
market" for the shares of common stock of the Company. The Company's common
stock commenced to trade on the "OTC Bulletin Board" of the National
Association of Securities Dealers, Inc ("NASD") on September 29, 1999;
however, there is no "established trading market" in these shares of common
stock.
The range of high and low bid quotations for the Company's
common stock during the fourth quarter of the fiscal year ended October 31,
1999, and from November 1, 1999, to December 8, 1999, is shown below. Prices
are inter-dealer quotations as reported by the NASD and do not necessarily
reflect transactions, retail markups, mark downs or commissions.
<TABLE>
<CAPTION>
STOCK QUOTATIONS*
BID
Quarter ended: High Low
- -------------- ---- ---
<S> <C> <C>
September 29, 1999, through Unpriced Unpriced
October 31, 1999
November 1, 1999, through 12.50 8.00
December 8, 1999
</TABLE>
* The future sale of presently outstanding "unregistered" and
"restricted" common stock of the Company by present members of
management and persons who own more than five percent of the
outstanding voting securities of the Company may have an
adverse effect on any market that may develop in the shares of
common stock of the Company.
There are no outstanding options, warrants or calls to purchase any
of the authorized securities of the Company.
The sales of the "unregistered" and "restricted" shares of common
stock to the persons named under the caption "Recent Sales of Unregistered
Securities," below, were the only sales of any securities of the Company
during the past three years. Future sales of any of these securities or any
securities of the Company issued in any acquisition, reorganization or merger
may have a future adverse effect on any "public market" that may develop in
the common stock of the Company. See the caption "Recent Sales of
Unregistered Securities" of this Report.
Holders.
- --------
The number of record holders of the Company's securities as of the
date of this Report is approximately 204.
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.
Recent Sales of Unregistered Securities.
- ----------------------------------------
Date Number of Aggregate
Name Acquired Shares Consideration
---- -------- --------- -------------
Wayne Hicken 2/16/99 500,000(1) Services
Michelle Wheeler 2/26/98 2,000,000(2) Services
2/27/96 334(2) Services
Jeff Taylor 2/26/98 2,000,000(2) Services
2/27/96 334(2) Services
Steven D. Moulton 2/26/98 2,000,000(2) Services
2/26/98 3,000,000 $10,000
2/16/99 250,000(1) Services
Wasatch Consulting 2/27/96 7,667 Services
B. W. Blackstone, Ltd.2/27/96 1,667 Services(3)
(1) These shares were issued pursuant to a Registration Statement on
Form S-8 and were valued at $0.01 per share.
(2) These shares were valued at fair market value of $0.003 per
share.
(3) B.W. Blackstone, Ltd., is the "doing business as" name of an
individual who is not affiliate of the Company, and who assisted the Company
with its court-ordered stockholder meeting in 1996. B.W. Blackstone is not
affiliated with any director, executive officer or principal stockholder of
the Company.
Item 6. 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 enter into a reorganization agreement
with InsiderStreet. 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 acquisition.
Upon the effectiveness of its Registration Statement on Form 10-SB,
as amended, on or about June 5, 1998, the Company became subject to the
periodic reporting obligations of Section 13 of the 1934 Act. This Section
requires the Company to file (i) an annual report on Form 10-KSB with the
Securities and Exchange Commission within 90 days of the close of each fiscal
year (Reg. Sections 240.13a-1 and 249.310b); (ii) a quarterly report on Form
10-QSB within 45 days of the end of each of the first three quarters of its
fiscal year (Reg. Sections 240.13a-13 and 249.308b); and (iii) a current
report on Form 8-K within 15 days of the occurrence of certain material events
(e.g., changes in accountants, acquisitions or dispositions of a substantial
amount of assets not in the ordinary course of business) (Reg. Sections
240.13a-11 and 249.308). In addition, annual reports on Form 10-KSB must be
accompanied by audited financial statements as of the end of the issuer's most
recent fiscal year. Upon the completion of any reorganization with
InsiderStreet, the Company will file a Current Report on Form 8-K disclosing
such acquisition and will file consolidated financial statements with its
periodic reports.
During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing;
making the requisite filings with the Securities and Exchange Commission; and
the payment of expenses associated with the contemplated acquisition of
InsiderStreet or reviewing or investigating any other potential business
venture. Management believes that its cash on hand of $1,816 as of October
31, 1999, will be insufficient to meet these expenses for the next 12 months;
and additional funding will likely have to be advanced by management or
principal stockholders as loans to the Company. Any such loan is not expected
to 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.
Management does not intend to raise any required funds through any private
placement of "unregistered" and "restricted" securities or any public offering
of its common stock. Nor does the Company intend to undertake any offering of
its securities under Regulation S of the Securities and Exchange Commission.
Results of Operations.
- ----------------------
Revenues for the fiscal years ended October 31, 1999 and 1998, were
$0 and $0, respectively.
The Company had a net loss of $18,915 (a loss of $0.00 per share)
during the fiscal year ended October 31, 1999, and a net loss of $40,435 (a
loss of $0.00 per share), for the fiscal year ended October 31, 1998.
Liquidity.
- ----------
The Independent Auditors' Report, dated November 17, 1999,
accompanying the Company's audited financial statements for the period ended
October 31, 1999 and 1998, express substantial doubt as to the Company's
ability to continue as a going concern. This is due to the fact that the
Company is a development stage company with no significant operating results
to date.
Year 2000
- ---------
The Company presently has no material operations. Due to its very
limited activities and assets, management does not believe that the change of
year to the year 2000 will have any material effect on its business, results
of operations or financial condition. Upon the completion of the contemplated
acquisition of InsiderStreet, as to which there can be no assurance, the
Company will become subject to the same Year 2000 risks as InsiderStreet. See
the heading "Year 2000" under the caption "Description of Business," Part I,
Item 1 of this Report.
Item 7. Financial Statements.
---------------------
Financial Statements for the years ended
October 31, 1999, and 1998
Independent Auditors' Report
Balance Sheet - October 31, 1999
Statements of Operations for the Years Ended
October 31, 1999 and 1998, and from Inception
on December 26, 1986, through October 31, 1999
Statements of Stockholders' Equity (Deficit),
from Inception on December 26, 1986, through
October 31, 1999
Statements of Cash Flows for the Years Ended
October 31, 1999 and 1998, and from Inception
on December 26, 1986, through October 31, 1999
Notes to Financial Statements
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ---------------------
None; not applicable.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
- --------------------------------------------------
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 May of each year) or until
their successors are elected or appointed and qualified, or their prior
resignation or termination.
<TABLE>
<CAPTION>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- ---- ----------- --------------
<S> <C> <C> <C>
Raymond B. Miller President 11/99 *
Director 11/99 *
Arthur S. Fyvolent Vice President 11/99 12/99
Director 11/99 12/99
Merle Steele Secretary/ 11/99 *
Treasurer 11/99 *
Director 11/99 *
Steven D. Moulton President 11/97 11/99
Secretary/ 2/96 11/97
Treasurer 2/96 11/97
Director 2/96 11/99
Jeff Taylor Vice President 2/96 11/99
Director 2/96 11/99
Michelle Wheeler President 2/96 11/97
Secretary/ 11/97 11/99
Treasurer 11/97 11/99
Director 2/96 11/99
</TABLE>
* These persons presently serve in the capacities
indicated.
Business Experience.
- --------------------
Raymond B. Miller, President and Director. Mr. Miller, age 36, has
over 16 years' experience in sales, marketing and company start-up experience.
He began his career as a sales intern for U. S. Telephone in Dallas, Texas at
the age of 16. He has also worked with such companies as International
Telecharge and Worldcom. While at International Telecharge, Mr. Miller
developed and managed the Telecharge Phone product. In 1994, Mr. Miller co-
founded NEXTDigital. He is also the President and a director of InsiderStreet.
Merle M. Steele, Vice President and Director. Mr. Steele is 59
years of age. He has over 32 years of corporate management and start-up
experience. Mr. Steele spent over 14 years in the fashion garment industry
both in national sales and management roles and in senior management positions
in the irrigation construction industry. He also has spent eight years in the
insurance and financial industries. Mr. Steele is the Vice President and a
director of InsiderStreet.
Significant Employees.
- ----------------------
The Company has no employees who are not executive officers, but who
are expected to make a significant contribution to the Company's business.
Family Relationships.
- ---------------------
There are no family relationships between any directors or executive
officers of the Company, either by blood or by marriage.
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.
Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------
Each of the Company's current directors and executive officers has
yet to file a Form 3 Initial Statement of Beneficial Ownership of Securities
with the Securities and Exchange Commission.
Item 10. Executive Compensation.
-----------------------
Cash 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)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual rictedlying Pay- Comp-
Position Ended ($) ($) Compen-Stock Optionsouts ensat'n
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Raymond B. 10/31/97 0 0 0 0 0 0 0
Miller 10/31/98 0 0 0 0 0 0 0
President 10/31/99 0 0 0 0 0 0 0
Director
Merle Steele10/31/97 0 0 0 0 0 0 0
Vice 10/31/98 0 0 0 0 0 0 0
President 10/31/99 0 0 0 0 0 0 0
Director
Arthur S. 10/31/97 0 0 0 0 0 0 0
Fyvolent 10/31/98 0 0 0 0 0 0 0
Former Sec/ 10/31/99 0 0 0 0 0 0 0
Treasurer
Former
Director
Jeff Taylor 10/31/97 0 0 0 334(1) 0 0 0
Former Vice 10/31/98 0 0 0 2000000(2) 0 0 0
President 10/31/99 0 0 0 0 0 0 0
Former
Director
Steven D.
Moulton 10/31/97 0 0 0 0 0 0 0
Former Pres.10/31/98 5250 0 0 2000000(2) 0 0 0
Former 10/31/99 1400 0 0 250000(3) 0 0 0
Director
Michelle
Wheeler 10/31/97 0 0 0 334(1) 0 0 0
Former Sec/ 10/31/98 0 0 0 2000000(2) 0 0 0
Treasurer 10/31/99 0 0 0 0 0 0 0
Former
Director
(1) In February, 1996, 8,334 post-split "unregistered and
"restricted" shares of the Company's common stock were issued to
these persons in consideration for services rendered: 7,667
shares to Wasatch Consulting Group, Inc.; and, 334 shares to each
Michelle Wheeler and Jeff Taylor. These shares have been
arbitrarily valued at par value per share.
(2) In February, 1998, 2,000,000 post-split "unregistered" and
"restricted" shares of the Company's common stock were
issued to each of these persons in consideration of
services rendered. These shares have been arbitrarily valued at
$0.003 per share.
(3) In February, 1999, Mr. Moulton received 250,000 shares pursuant
to a Registration Statement on Form S-8, in consideration of
services valued at $2,500.
</TABLE>
Except as stated below, 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 October 31, 1999 and 1998. Further,
no member of the Company's management has been granted any option or stock
appreciation right; accordingly, no tables relating to such items have been
included within this Item. From February through April, 1998, Steven D.
Moulton received a salary of $500 per month for his services and President of
the Company. This compensation was increased to $750 per month, starting in
May, 1998. During the fiscal year ended October 31, 1999, Mr. Moulton
received total salary of $1400 and waived all other salary that was owed to
him as of October 31, 1999.
There are no plans whereby the Company would issue any of its
securities to management, promoters, their affiliates or associates in
consideration of services rendered or otherwise. However, because of their
affiliations with the beneficial owners of InsiderStreet, they may be deemed
to beneficially own any shares of the Company's common stock that are issued
in connection with any acquisition of InsiderStreet. See the caption "Certain
Relationships and Related Transactions" of this Report.
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.
There are no arrangements pursuant to which any of the Company's
directors was compensated during the Company's last completed fiscal year for
any service provided as director.
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.
Nor are there any agreements or understandings for any director or
executive officer to resign at the request of another person; none of the
Company's directors or executive officers is acting on behalf of or will act
at the direction of any other person.
Bonuses and Deferred Compensation
- ---------------------------------
None.
Compensation Pursuant to Plans
- ------------------------------
None.
Pension Table
- -------------
None; not applicable.
Other Compensation
- ------------------
None.
Termination of Employment and Change of Control Arrangements
- ------------------------------------------------------------
None.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
---------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------
The following table sets forth the share holdings of those persons
who own more than five percent of the Company's common stock as of the date of
this Report. Each of these persons has sole investment and sole voting power
over the shares indicated.
<TABLE>
<CAPTION>
Number Percentage
Name and Address of Shares Beneficially Owned of Class
- ---------------- ---------------------------- --------
<S> <C> <C>
Millennium Health 1,330,000 23.8%
Products, Inc.
229 Madison Street
Suite 1221
Tampa, Florida 33602
NEXTDigital, Inc. 1,150,000 (1) 20.8%
2907 Bay to Bay Blvd.
Suite 203
Tampa, Florida 33629
Merle Steele 1,830,000 (2) 9.0%
229 Madison Street
Suite 1221
Tampa, Florida 33602
Jeff Taylor 500,334 9.0%
1879 Siggard Drive
Salt Lake City, Utah 84106
Michelle Wheeler 500,334 9.0%
4817 S. Fortuna Way
Salt Lake City, Utah 84127
Steven D. Moulton 427,679 (3) 7.7%
4848 S. Highland Dr., #353
Salt Lake City, Utah 84117
--------- -----
TOTALS 4,408,347 79.3%
</TABLE>
(1) Messrs. Miller and Fyvolent are executive officers and the
principal stockholders of NEXTDigital, Inc. As a result, the shares held by
NEXTDigital, Inc., may also be deemed to be beneficially owned by Messrs.
Miller and Fyvolent.
(2) Mr. Steele is the President, director and a stockholder of
Millennium Health Products. The 1,330,000 shares owned of record by
Millennium Health Products have been added to the ownership totals for Mr.
Steele. However, in order to avoid "double counting" of these shares, they
have not been added to Mr. Steele's holdings for purposes of determining the
total number of shares and percentage of the Company's common stock that is
owned by five percent stockholders.
(3) Steven D. Moulton is the President, director and 9% stockholder of
Wasatch Consulting Group, which is the record holder of 7,667 shares of the
Company's common stock. These shares have been added to the ownership totals
for Mr. Moulton. Wasatch Consulting is a business consultant specializing is
mergers and acquisitions consulting. It assisted the Company with its court-
ordered stockholder meeting in 1996.
Security Ownership of Management.
- ---------------------------------
The following table sets forth the share holdings of the Company's
directors and executive officers as of the date of this Report. Each of these
persons has sole investment and sole voting power over the shares indicated.
<TABLE>
<CAPTION>
Number Percentage
Name and Address of Shares Beneficially Owned of Class
- ---------------- ---------------------------- ----------
<S> <C> <C>
Raymond B. Miller 1,150,000 (1) 20.8%
2907 Bay to Bay Blvd.
Suite 203
Tampa, Florida 33629
Merle Steele 1,830,000 (2) 32.8%
229 Madison Street
Suite 1221
Tampa, Florida 33602
-------- -----
All directors and executive
officers as a group (2) 2,980,000 53.6%
</TABLE>
(1) Mr. Miller is an executive officer and a principal stockholder of
NEXTDigital, Inc. As a result, the 1,150,000 shares held by NEXTDigital,
Inc., may also be deemed to be beneficially owned by Mr. Miller.
(2) Mr. Steele is the President, director and a stockholder of
Millennium Health Products. The 1,330,000 shares owned of record by
Millennium Health Products have been added to the ownership totals for Mr.
Steele.
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 12. 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 is also a director and executive officer of
InsiderStreet and may be deemed to be a beneficial owner of InsiderStreet due
to his "control" relationship with certain of InsiderStreet's controlling
stockholders.
Certain Business Relationships.
- -------------------------------
See the heading "Transactions with Management and Others," above.
Indebtedness of Management.
- ---------------------------
See the heading "Transactions with Management and Others," above.
Parents of the Issuer.
- ----------------------
The Company has no parents, except to the extent that its directors
and executive officers may be deemed to be parents by virtue of their
collective beneficial ownership of a majority of its issued and outstanding
shares of common stock. See the caption "Security Ownership of Certain
Beneficial Owners and Management" of this Report.
Transactions with Promoters.
- ----------------------------
See the heading "Transactions with Management and Others," above.
Item 13. Exhibits and Reports on Form 8-K.
---------------------------------
Reports on Form 8-K
Current Report on Form 8-K, dated November 1, 1999, and
filed with the Securities and Exchange Commission on
November 17, 1999.*
Exhibits*
(i)
Where Incorporated
in this Report
--------------
Annual Report on Form 10-KSB Part I
for the fiscal year ended October 31,
1998, filed January 27, 1999
Definitive Information Statement, Part I
filed November 29, 1999
(ii)
Exhibit
Number Description
- ------ -----------
27 Financial Data Schedule
* Summaries of all exhibits contained within this
Report are modified in their entirety by reference
to these Exhibits.
** These documents and related exhibits have been
previously filed with the Securities and Exchange
Commission and are incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized.
SIERRA HOLDINGS GROUP, INC.
Date: 12/15/99 By /s/ Raymond B. Miller
-------------- --------------------------------------
Raymond B. Miller, Director and
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated:
SIERRA HOLDINGS GROUP, INC.
Date: 12/15/99 By /s/ Raymond B. Miller
------------- ------------------------------------
Raymond B. Miller, Director and
President
Date: 12/15/99 By /s/ Merle Steele
------------- ------------------------------------
Merle Steele, Director and
Secretary/Treasurer
<PAGE>
SIERRA HOLDINGS GROUP, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
October 31, 1999 and 1998
<PAGE>
CONTENTS
Independent Auditors' Report 3
Balance Sheet 4
Statements of Operations 5
Statements of Stockholders' Equity 6
Statements of Cash Flows 9
Notes to the Financial Statements 11
<PAGE>
[LETTERHEAD OF JONES, JENSEN AND COMPANY, L.L.C.]
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Sierra Holdings Group, Inc.
Salt Lake City, Utah
We have audited the accompanying balance sheet of Sierra Holdings
Group, Inc. (a development stage company) as of October 31, 1999 and the
related statements of operations, stockholders' equity, and cash flows for the
years ended October 31, 1999 and 1998 and from inception on December 26, 1986
through October 31, 1999. 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 Sierra Holdings
Group, Inc. (a development stage company) as of October 31, 1999 and the
results of its operations and its cash flows for the years ended October 31,
1999 and 1998 and from inception on December 26, 1986 through October 31,
1999, 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
significant operating results to date, which raises substantial doubt about
its ability to continue as a going concern. Management's plans with 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 and Company
- -----------------------------
Jones, Jensen & Company
Salt Lake City, Utah
November 17, 1999
<PAGE>
SIERRA HOLDINGS GROUP, INC.
(A Development Stage Company)
Balance Sheet
<TABLE>
<CAPTION>
ASSETS
October 31,
1999
<S> <C>
CURRENT ASSETS
Cash $ 1,816
Prepaid expenses 2,500
Total Current Assets 4,316
TOTAL ASSETS $ 4,316
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ -
Total Liabilities -
STOCKHOLDERS' EQUITY
Common stock: 100,000,000 shares authorized of
$0.001 par value, 5,576,921 shares issued and outstanding 5,577
Capital in excess of par value 115,965
Deficit accumulated during the development stage (117,226)
Total Stockholders' Equity 4,316
TOTAL LIABILITIES, AND STOCKHOLDERS' EQUITY $ 4,316
</TABLE>
<PAGE>
SIERRA HOLDINGS GROUP, INC.
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
From
Inception on
December
For the Years Ended 1986 Through
October 31, October 31,
1999 1998 1999
<S> <C> <C> <C>
REVENUES $ - $ - $ -
EXPENSES 18,915 40,345 117,226
NET LOSS $ (18,915) $ (40,345) $ (117,226)
BASIC LOSS PER SHARE $ (0.00) $ (0.00)
WEIGHTED AVERAGE NUMBER
OF SHARES 9,739,905 6,268,234
</TABLE>
<PAGE>
SIERRA HOLDINGS GROUP, INC.
(A Development Stage Company)
Statements of Stockholders' Equity
<TABLE>
<CAPTION>
Deficit
Accumulated
Capital in During the
Common Stock Excess of Development
Shares Amount Par Value Stage
<S> <C> <C> <C> <C>
Balance at inception
on December 26, 1986 - $ - $ - $ -
Shares issued for cash
at $7.50 per share 667 1 4,999 -
Partial liquidating
dividend - April 17, 1987 - - (2,484) -
Net loss for the year ended
October 31, 1987 - - - (910)
Balance, October 31, 1987 667 1 2,515 (910)
Net loss for the year ended
October 31, 1988 - - - (1,701)
Balance, October 31, 1988 667 1 2,515 (2,611)
Net income for the year ended
October 31, 1989 - - - 251
Balance, October 31, 1989 667 1 2,515 (2,360)
Contribution and cancellation
of shares by officers of
the Company (465) - - -
Shares issued for services
valued at $3.00 per share 1,697 2 5,088 -
Expenses paid on behalf of the
Company by a shareholder - - 304 -
Net loss for the year ended
October 31, 1990 - - - (5,650)
Balance, October 31, 1990 1,899 3 7,907 (8,010)
Net loss for the year ended
October 31, 1991 - - - (100)
Balance, October 31, 1991 1,899 $ 3 $ 7,907 $ (8,110)
</TABLE>
<PAGE>
SIERRA HOLDINGS GROUP, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Continued)
<TABLE>
<CAPTION>
Deficit
Accumulated
Capital in During the
Common Stock Excess of Development
Shares Amount Par Value Stage
<S> <C> <C> <C> <C>
Balance, October 31, 1991 1,899 $ 3 $ 7,907 $ (8,110)
Shares issued for services
valued at $3.00 per share 2,900 3 8,697 -
Shares issued in acquisition
of Nature Talks Corp. valued
at $3.00 per share 3,333 3 9,997 -
Net loss for the year ended
October 31, 1992 - - - (19,275)
Balance, October 31, 1992 8,132 9 26,601 (27,385)
Net loss for the year ended
October 31, 1993 - - - (100)
Balance, October 31, 1993 8,132 9 26,601 (27,485)
Net loss for the year ended
October 31, 1994 - - - (100)
Balance, October 31, 1994 8,132 9 26,601 (27,585)
Net loss for the year ended
October 31, 1995 - - - (107)
Balance, October 31, 1995 8,132 9 26,601 (27,692)
Shares issued for services
valued at $3.00 per share 10,000 10 29,990 -
Expenses paid on behalf of the
company by a shareholder - - 667 -
Net loss for the year ended
October 31, 1996 - - - (30,160)
Balance, October 31, 1996 18,132 19 57,258 (57,852)
Net loss for the year ended
October 31, 1997 - - - (114)
Balance, October 31, 1997 18,132 $ 19 $ 57,258 $ (57,966)
</TABLE>
<PAGE>
SIERRA HOLDINGS GROUP, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Continued)
<TABLE>
<CAPTION>
Deficit
Accumulated
Capital in During the
Common Stock Excess of Development
Shares Amount Par Value Stage
<S> <C> <C> <C> <C>
Balance, October 31, 1997 18,132 $ 19 $ 57,258 $ (57,966)
Issuance of fractional
shares for 1-for-300
reverse stock split 7,375 7 (7) -
Shares issued for cash
at $0.01 per share 300,000 300 2,700 -
Issuance of fractional
shares for 1-for-10
reverse stock split 1,237 1 (1) -
Shares issued for services
valued at $0.003 per share 6,000,000 6,000 12,000 -
Shares issued for cash
at approximately $0.003
per share 3,000,000 3,000 7,000 -
Net loss for the year ended
October 31, 1998 - - - (40,345)
Balance, October 31, 1998 9,326,744 9,327 78,950 (98,311)
Issuance of fractional shares
for 1-for-10 reverse
stock split 177 - - -
Shares issued for services
valued at $0.01 per share 750,000 750 6,750 -
Cancellation of shares by
officers of the Company (4,500,000) (4,500) 4,500 -
Capital contributed by
shareholder - - 25,765 -
Net loss for the year ended
October 31, 1999 - - - (18,915)
Balance, October 31, 1999 5,576,921 $ 5,577 $115,965 $ (117,226)
</TABLE>
<PAGE>
SIERRA HOLDINGS GROUP, INC.
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
From
Inception on
December 26,
For the Years Ended 1986 Through
October 31, October 31,
1999 1998 1999
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (18,915) $ (40,345) $ (117,226)
Adjustments to reconcile
net loss to net cash (used)
by operating activities:
Depreciation and amortization - - 3,496
Stock issued for services 7,500 18,000 79,290
Changes in assets
and liabilities:
(Increase) decrease in prepaid
expenses (2,500) - (2,500)
Increase in organization costs - - (1,065)
Increase (decrease) in accounts
payable (615) 126 -
Increase in accrued
interest payable 2,190 375 2,765
Net Cash (Used) by
Operating Activities (12,340) (21,844) (35,240)
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of equipment - - (4,887)
Net Cash (Used) by
Investing Activities - - (4,887)
CASH FLOWS FROM FINANCING
ACTIVITIES
Disbursement of partial
liquidating dividend - - (2,484)
Capital contributed by
stockholders - - 971
Non-cash sale of
video cassettes - - (369)
Issuance of common stock - 13,000 18,000
Proceeds of loan from shareholder 13,000 10,000 25,825
Net Cash Provided by
Financing Activities $ 13,000 $ 23,000 $ 41,943
</TABLE>
<PAGE>
SIERRA HOLDINGS GROUP, INC.
(A Development Stage Company)
Statements of Cash Flows (Continued)
From
Inception on
December 26,
For the Years Ended 1986 Through
October 31, October 31,
1999 1998 1999
[S] [C] [C] [C]
NET INCREASE IN CASH $ 660 $ 1,156 $ 1,816
CASH AT BEGINNING OF PERIOD 1,156 - -
CASH AND END OF PERIOD $ 1,816 $ 1,156 $ 1,816
Cash Payments For:
Income taxes $ - $ - $ -
Interest $ - $ - $ -
Non-Cash Financing Activities:
Exchange of video cassettes
in lieu of note payable $ - $ - $ 369
Contribution of capital
by shareholders $ 25,765 $ - $ 25,765
[/TABLE]
<PAGE>
SIERRA HOLDINGS GROUP, INC.
(A Development Stage Company)
Notes to the Financial Statements
October 31, 1999 and 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The financial statements presented are those of Sierra Holdings Group, Inc.
(formerly Sierra International, Inc.) The Company was incorporated as
Celebrity Videos, Inc. under the laws of the State of Utah on December 26,
1986. On April 17, 1987, the Company was "spun off" of Loki Holding
Corporation (formerly Dynamic Video, Inc.) in a partial liquidating dividend.
On July 18, 1990, the Company changed its name to Vegas Gaming Services, Inc.
On April 15, 1992, the Company changed its name to Nature Talks Corporation.
At a meeting on November 18, 1997, the shareholders approved a proposal to
reverse stock split the outstanding common shares at a rate of 1 share for
every 300 shares outstanding, with no stockholders' holdings to be reduced
below 50 shares as a result of such reverse split. All references to shares
outstanding and loss per share have been retroactively restated to reflect the
reverse stock split. On November 26, 1997, the Company changed its name to
Sierra International, Inc.
At a meeting on February 9, 1998, the shareholders approved a proposal to
reverse stock split the outstanding common shares at a rate of 1 share for
every 10 shares outstanding, with no stockholders' holdings to be reduced
below 50 shares as a result of such reverse split. All references to shares
outstanding and earnings per share have been retroactively restated to reflect
the reverse stock split.
On February 13, 1998, Sierra International, Inc. merged with Sierra Holdings
Group, Inc. changing the Company's state of incorporation from Utah to Nevada
and its name to Sierra Holdings Group, Inc. (SHG). Accordingly, SHG became
the continuing entity for accounting purposes, and the transaction was
accounted for as a recapitalization of the Company with no adjustment to the
basis of the Company's assets or liabilities assumed by SHG. For legal
purposes, SHG was the surviving entity.
b. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has adopted an October 31 year end.
c. Basic Loss Per Share
The computations of basic loss per share of common stock are based on the
weighted average number of shares issued and outstanding during the period of
the financial statements.
d. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statement and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
SIERRA HOLDINGS GROUP, INC.
(A Development Stage Company)
Notes to the Financial Statements
October 31, 1999 and 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Cash Equivalents
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
NOTE 2 - RELATED PARTY TRANSACTIONS
A shareholder loaned the Company $13,000 and $10,000 to cover operating
expenses in the years ended October 31, 1999 and 1998, respectively. The note
payable was unsecured, due on demand and accrued interest at 12% annually. On
October 19, 1999, the shareholder forgave the note payable of $23,000 and
interest of $2,765 and contributed these amounts to capital.
On October 19, 1999, three shareholders returned 4,500,000 shares of stock
to the Company which were canceled.
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. However, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues sufficient
to cover its operating costs and to allow it to continue as a going concern.
It is the intent of the Company to seek a merger with an existing, operating
company. In the interim, shareholders of the Company have committed to
meeting its minimal operating expenses.
NOTE 4 - ISSUANCE OF STOCK
During the year ended October 31, 1987, the Company issued 667 shares of
common stock for $5,000 cash.
During the year ended October 31, 1990, shareholders of the Company
contributed 465 shares of common stock back to the Company. In addition,
1,697 shares of common stock were issued for services valued at an average
price of $3.00 per share.
During the year ended October 31, 1992, the Company issued 2,900 shares of
common stock for services valued at an average price of $3.00 per share. In
addition, the Company issued 3,333 shares of common stock in the acquisition
of Nature Talks Corporation.
During the year ended October 31, 1996, the Company issued 10,000 shares of
common stock for services valued at $3.00 per share.
<PAGE>
SIERRA HOLDINGS GROUP, INC.
(A Development Stage Company)
Notes to the Financial Statements
October 31, 1999 and 1998
NOTE 4 - ISSUANCE OF STOCK (Continued)
During the four months ended February 28, 1998, the Company issued 7,375
fractional shares of common stock as a result of the 300-to-1 reverse stock
split. The Company also issued 300,000 post reverse stock split shares of
common stock for $3,000 cash. In addition, the Company issued 1,237
fractional shares of common stock as a result of the 10-to-1 reverse stock
split. Finally, 6,000,000 post-split shares of common stock were issued for
services valued at $18,000 and 3,000,000 post-split shares of common stock
were issued for $10,000 cash.
On October 19, 1999, three shareholders returned 4,500,000 shares of stock
to the Company which were canceled.
On January 26, 1999, the Company issued 750,000 shares of common stock for
services rendered, valued at $7,500.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001059137
<NAME> Sierra Holdings Group, Inc.
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-END> OCT-31-1999
<CASH> 1816
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4316
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4316
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 5577
<OTHER-SE> (1261)
<TOTAL-LIABILITY-AND-EQUITY> 4316
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 18915
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (18915)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (18915)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
