U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10KSB
Silver Bow Antique Aviation
-----------------------
(Name of Small Business Issuer as specified in its charter)
NEVADA 0-25997 91-1939533
------ ------- ----------
(State or other jurisdiction of SEC File (I.R.S. incorporation or
organization) Number Employer I.D. No.)
83-888 Ave. 51
Coachella, CA 92236
---------------------------
(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (760) 398-9700
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 stock
-----------------------------
Title of Class
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange
Act of 1934 during the preceding twelve months (or for such shorter period
that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
State issuer's revenues for its most recent fiscal year: $-0-
The aggregate market value of the voting stock held by non affiliates
of the registrant was not determinale because the common stock does not
trade on any market.
The number of shares outstanding of the issuer's classes of common stock
as of December 31, 1999:
Common Stock $0.001 par value 2,990,000
PART I
Item 1. Description of Business.
- - ---------------------------------
Business Development.
- - ---------------------
Silver Bow Antique Aviation (the "Company") was organized under the laws
of the State of Nevada on April 28, 1994, under the name "Silver Bow Antique
Aviation". The Company was incorporated primarily to engage in the
restoration and maintenance of antique aircraft.
The Company's articles initially authorized the company, to issue a total
of 11,000 shares of stock, consisting of 10,000 common stock and 1,000 shares of
preferred stock both with a par value of $.001.
An amendment to the Articles of Incorporation of the Company on October
7, 1998, increased its authorized shares to 100,000,000 consisting of
99,999,000 common stock and 1,000 preferred shares all with par value of
$.001.
Item 2 Description of Property
The company owns two aircraft, hangared at Thermal Airport California.
One aircraft is a 1979 Piper Lance Turbo purchased in 1997 by Mr. Mork, the
majority stockholder for $98,000, and the other is a 1942 Stearman purchased
by Mr. Mork in 1994, for $80,000. Both aircraft are operational and have
minimal monthly expenditures of storage, operations, and maintenance. These
expenses are currently being paid by Magellan Capital Corporation, a related
party, in exchange for use of the aircraft. Dempsey K. Mork had the planes
refurbished and certain mechanical equipment updated prior to the planes
being added into Silver Bow Antique Aviation's asset base. Both aircraft are
now ready for sale. The Company has had no business operations
for the past four fiscal years.
The company's headquarters in Coachella California is furnished by the Company's
President at no cost.
Item 3 Legal Procedings
None
Item 4 Submission of matters to a vote of Security holders.
None
Part II
Item 5 Management 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 past four fiscal years. The company
owns two aircraft and they are both are for sale.
During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing;
payment on its note, which may be advanced by management or principal
stockholders as loans to the Company, or shares of the company issued in
lieu of a loan.
Results of Operations.
- - ---------------------
The Company has had no material operations since inception. Losses were
$.0, $.0, $.0, ($936.), $.0, and $.0 respectively, for the fiscal years ended
December 31, 1994, 1995, 1996, 1997, 1998 and 1999. 1996 losses resulted
from the issuances of shares of common stock of the company for services
rendered. These services primarily related to maintaining the Company in
good standing and arranging for the preparation and auditing of financial
statements.
Liquidity.
- - ---------
The Company had no liquidity during the fiscal years ended December 31,
1994 through 1999. Except as stated under the heading "Plan of Operation,"
above, the Company does not contemplate raising capital over the next twelve
months by issuance of debt or equity securities. The Company has no loan
agreements with any officer or director.
Ordinarily any fees paid to management in connection with the
reorganization are first used to pay liabilities. If there are no funds
available, it is expected that management would contribute these amounts to
capital to pay these liabilities in hopes of enhancing the value of their
stock ownership.
Item 7. Security Ownership of Certain Beneficial Owners and Management.
- ------------------------------------------------------------------------
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:
Note: Mr. Mork is considered to be a beneficial owner as described
by 13d-3 (a), and (b) of regulation 13-D. Neither the Pension Plan
or the Profit Sharing Plans have pending or planned termination
dates.
Number of Shares Percentage
Name and Address Beneficially Owned of Class
- - ---------------- ------------------ --------
Dempsey K. Mork
Magellan Capital Corp. 597,600 19.99%
83-888 Ave. 51
Coachella, CA 92236
Dempsey K. Mork
Magellan Capital Corp. 900,000 30.00%
Pension Plan and Trust
83-888 Ave. 51
Coachella, CA 92236
Dempsey K. Mork
Magellan Capital Corp.
Profit Sharing Plan and Tr 900,000 30.00%
83-888 Ave. 51
Coachella, CA 92236
Dempsey K. Mork 148,500 4.97%
83-888 Ave. 51
Coachella, CA 92236
Robert J. Filiatreaux 73,800 2.47%
77545 Chillon
La Quinta, CA 92253
Randall A. Baker 61,200 2.05%
P.O. Box 1025
Morongo Valley, CA 92256
Norbert L. LeBoeuf 55,800 1.87%
P.O. Box 3171
Palm Springs, CA 92262
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 12/31/98 of Class
- - ---------------- ------------------ -------------
Dempsey K. Mork 148,500 4.97%
83-888 Ave. 51
Coachella, CA 92236
Robert J. Filiatreaux 73,800 2.47%
77545 Chillon
La Quinta, CA 92253
Randall A. Baker 61,200 2.05%
P.O. Box 1025
Morongo Valley, CA 92256
Norbert L. Le Boeuf 55,800 1.87%
P.O. Box 3171
Palm Springs, CA 92262
Totals: 337,500 11.36%
See the caption "Directors, Executive Officers, Promoters and Control
Persons," below, Item 7, 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.
Part III
Item 9. Directors, Executive Officers, Promoters and Control Persons
The following table set forth the names of all current directors and
executive officers of the company. These are the only persons whose
activities are expected to be material to the Company. They will serve
until the next annual meeting of the stockholders (held in November of
each year) or until their successors are elected or appointed and
qualified, or their prior resignation or termination.
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---------------- ------------ ------------ --------------
Dempsey K. Mork President and 6/30/96
Director
Randall A. Baker Secretary and 6/30/96
Director
Business Experience.
Dempsey Mork is the majority shareholder, President, and Chairman of the Board
of Silver Bow Antique Aviation since its formation. Mr. Mork is a officer
and director in the following corporations. Magellan Capital Corporation,
Ovvio Better Life, Inc., AG Holdings, Inc., Knickerbocker Capital Corporation,
Apex Capital Group, Inc., Asian Financial Inc., Nicole Industries, Inc.,
Northstar Ventures, Inc., Orion U.S.A. Inc., Southwest Holding and
Development, and Stonebridge Investment,Inc. Mr. Morks business
activities includes assisting companies in complying with securities
regulations, and raising capital. Beginning in 1992 through 1996 Mr. Mork
maintained offices in Geneva, Switzerland and for part of that time Hong
Kong. During this period, Mr. Mork arranged financing for small US public
companies from European and Asian financial institutions.
Randall A. Baker. Mr. Baker is 53 years old. He attended the
University of Minnesota. After a tour in the United States Navy and a
navigation teaching stint in San Francisco, he began his investment
career with the Pacific Coast Stock Exchange followed by employment with a
number of major brokerage houses. He then was employed for twenty years as
Executive Vice President with Wm. Mason & Company, an Investment Counseling
firm in Los Angeles. Mr. Baker designed and implemented all data systems, was
responsible for trading, personnel and was the client/broker liaison. Mr.
Baker is currently employed as the Vice President for Magellan Capital
Corporation.
Significant Employees.
- - ----------------------
The Company has no employees who are not executive officers.
Item 10 Executive Compensation.
- - --------------------------------
None
(1) In April, 1994, 946,500 shares of "unregistered" and
"restricted" shares of the Company's common stock, were
issued to:
597,600 Magellan Capital Corp.
148,500 Dempsey K. Mork
61,200 Randall A. Baker
73,800 Robert J. Filiatreaux
55,800 Norbert L. Le Boeuf
Item 11. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------------------- - ------------------------------------
There has been a change in the Company's principal independent
accountant, but no disagreements prevailed.
Other Agreements
Magellan Capital Corporation starting in 1999 has a management agreement
with Silver Bow Antique Aviation to provide the following services:
Accounting, general administrative, and tax filing;
Year-end audit for 10-KSB filing;
Office Accomodations; SEC compliance and quarterly 10QSB filings.
The contract is renewable each year and will cost Silver Bow Antique
Aviation an annual fee of $10,000 or its equivalent in shares of the company.
Fair Value of Assets
FAS No 121 concerning the impairment of Long Lived Assets, such as Airplanes
provides for an assessment and measurement. Whenever events or changes in
circumstances indicate that the carrying amount of such assets may not be
recoverable, FAS 121 requires that the entity (Silver Bow Antique Aviation)
estimate the future cash flows expected from the use of the asset and its
eventual disposition. If the result of the expected future cash flows
(undiscounted and without interest charges) is less than the carrying amount
of the assets, an "Impairment Loss" is recognized. Measurement of an
Impairment Loss for these assets (2 aircraft) should be based on the fair
value of the asset.
Plane Cost Basis Estimated Fair Value*
Stearmen $80,000 $ 90,000 to $100,000
Piper 98,000 $150,000
*Based on current fair market values.
In view of the above, there is no "Impairment Loss" on either of these planes.
PART F/S
Index to Financial Statements
Report of Certified Public Accountants
Financial Statements
- --------------------
(I) Audited Financial Statements December 31, 1999
Independent Auditors' Report
Balance Sheets Statements of Operations
Statements of Stockholders' Equity Statements of Cash Flows
Notes to the Financial Statements
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.
Silver Bow Antique Aviation
Date: 4/12/2000 By: /s/ Dempsey K. Mork
---------- ------------------------
Dempsey K. Mork, Director
and President
SILVER BOW ANTIQUE AVIATION
(A Development Stage Company)
Index to Financial Statements and Supplementary Data
Pages
Independent Auditors' Report
......................................................... F-2
Balance Sheets as of December 31, 1999
........................................................ F-3
Statements of Operations for the Years or Periods Ended
December 31, 1999
.......................................................... F-4
Statements of Cash Flows for the Years or Periods Ended
December 31, 1999
........................................................... F-5
Statements of Stockholders' Equity for the Periods
through December 31, 1999
............................................................ F-6
Notes to Financial Statements
............................................................ F-7
Schedules:
All schedules are omitted as the required information is included in the
financial statements or notes thereto, or is not present in sufficient
amounts.
The Board of Directors
Silver Bow Antique Aviation
(a Development Stage Company)
Thermal, California
INDEPENDENT AUDITOR'S REPORT
I have audited the accompanying balance sheets of Silver Bow Antique Aviation
( a Development Stage Company), as of December 31, 1999 and the related
statements of operations, cash flows, and changes in
stockholders' equity for the years or periods then ended. These financial
statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based
on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
* Silver Bow Antique Aviation is a company in the development stage, and as
such, is not a "Going Concern Company". Silver Bow Antique Aviation has
assets consisting of two aircraft.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Silver Bow Antique Aviation
as of December 31, 1999, and the results of its
operations and cash flows for the year or period then ended in
conformity with generally accepted accounting principles.
David M. Winings C.P.A.
75-140 St Charles Place Suite B
Palm Desert, CA 92211
SILVER BOW ANTIQUE AVIATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS AS OF DECEMBER 31,
1999 1998
CASH $ 2,054 $ 2,054
ANTIQUE AIRCRAFT NET OF
DEPRECIATION (NOTE 2) 152,564 178,000
TOTAL ASSETS $154,618 $180,054
LIABILITIES AND STOCKHOLDERS'EQUITY
CURRENT LIABILITY
CURRENT PORTION OF NOTE PAYABLE 17,800 17,800
(NOTE 2)
TOTAL CURRENT LIABILITY 17,800 17,800
NOTE PAYABLE (NOTE 2) 160,200 160,200
TOTAL LIABILITIES 178,000 178,000
STOCKHOLDERS' EQUITY (NOTE 1)
PREFERRED STOCK - PAR VALUE $.001
AUTHORIZED 1,000 SHARES
OUTSTANDING -0- SHARES
COMMON STOCK PAR VALUE, $.001
AUTHORIZED 99,900,000 SHARES
OUTSTANDING 2,990,000 SHARES
2,990 2,990
PAID-IN CAPITAL -0- -0-
ACCUMULATED (DEFICIT) (26,372) (936)
TOTAL STOCKHOLDERS' EQUITY (23,382) 2,054
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $154,618 $180,054
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL
STATEMENTS.
SILVER BOW ANTIQUE AVIATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED
DECEMBER 31,
1999 1998
REVENUES
INCOME $ 2890 $ 2890
TOTAL REVENUES 2890 2890
OPERATING EXPENSES
CONSULTING SERVICES -0- -0-
MISC. OPERATING EXPENSES 2890 2890
DEPRECIATION EXPENSE 25,436 -0-
OPERATING INCOME (LOSS) (25,436) -0-
OTHER INCOME (EXPENSES) -0- -0-
PRETAX INCOME (LOSS) $(25,436) $ -0-
AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 962,196 936,900
INCOME PER SHARE -0- -0-
DILUTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -0- -0-
INCOME (LOSS) PER SHARE $ -0- $ -0-
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL
STATEMENTS.
SILVER BOW ANTIQUE AVIATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED
DECEMBER 31,
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES
NET PROFIT (LOSS) (25,436) -0-
ADJUSTMENTS TO RECONCILE NET LOSS
TO NET CASH USED BY OPERATING ACTIVITIES
DEPRECIATION EXPENSE 25,436 -0-
CASH (USED) BY OPERATING ACTIVITIES -0- -0-
CASH FLOWS FROM INVESTING ACTIVITIES
NOTE PAYABLE EXECUTED -0- 178,000
PURCHASE OF COMMON STOCK -0- 2,054
CASH PROVIDED BY INVESTING ACTIVITIES -0- 180,054
CASH FLOWS FROM FINANCING ACTIVITIES
ACQUISITION OF ANTIQUE AIRCRAFT -0-(178,000)
CASH (USED) IN FINANCING ACTIVITIES -0-(178,000)
INCREASE (DECREASE) IN CASH -0- 2,054
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 2,054 - -0-
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 2,054 $2,054
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL
STATEMENTS.
SILVER BOW ANTIQUE AVIATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31
ADDITIONAL
PAID-IN ACCUMULATED
SHARES COMMON STOCK CAPITAL DEFICIT
TOTALS
BALANCE AT
12/31/94 -0- $ -0- $ -0- -0-
BALANCE AT
12/31/95 -0- $ -0- $ -0- $ -0-
SHARES ISSUED,
AT PAR, VALUE,
FOR CONSULTING
SERVICES 936,900 936 -0- ( 936)
BALANCE AT
12/31/96 $936,900 $ 936 $ -0- ($ 936)
BALANCE AT
12/31/97 $936,900 $ 936 $ -0- $ -0-
PURCHASE OF
COMMON STOCK,
FOR CASH AT
PAR VALUE 2,053,500 2,054 -0- -0-
$2,054
BALANCE AT
12/31/98 2,990,400 $ 2,990 -0- ($ 936)
$2,054
AFTER 900:1 STOCK SPLIT AUTHORIZED ON OCTOBER 15, 1998. SHARES
ISSUED IN 1996 FOR SERVICES RENDERED ARE STATED AT POST SPLIT PAR
VALUES.
BALANCE AT
12/31/99 2,990,400 $ 2,990 -0- ($ 936)
$2,054
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL
STATEMENTS.
SILVER BOW ANTIQUE AVIATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 1 - ORGANIZATION AND BUSINESS PURPOSE
The Company was incorporated, in the State of Nevada on April 28, 1994.
The original authorized preferred and common shares were 1,000 and 10,000
respectively. The Company had no activity until 1996. During 1996 certain
consulting services were rendered to the Company by individuals and the
majority stockholder (a Nevada Corporation doing business in California).
The value of such services were at the par value of 1,041 shares issued on
July 15, 1996 and have been stated on the attached balances sheet,
statement of operations and cash flows at $936, which amount reflects
the par value of the original issue stock on the date of the 900:1 stock
split (October 15, 1998).
There were no business activities during 1997 other than those incidental
item discussed in Note 3.
On December 30, 1998, 2,053,500 shares were purchased, for cash, at par
value.
In addition the company acquired, at fair market value two (2) antique
aircraft by executing a note payable to the majority shareholder for
$178,000. The aircraft were refurbished and certain mechanical and
electronic equipment updated prior to their addition to Silver Bow's
Asset base by the major stockholder. Both aircraft are now for sale.
* NOTE 2 - NOTES PAYABLE
During 1998 the Company acquired two antique aircraft for purposes of sale.
The aircraft were acquired by issuing, to the majority stockholder, notes
payable in the total amount of $178,000. Annual principal payments of
$17,800 are due each December 31, commencing December 31, 1999 until fully
paid on December 31, 2009, interest is to be paid, commencing on January 1,
1999 on the aforementioned note, annually, at 6%.
The notes are collateralized by the aircraft and were recorded at Dempsey
K. Mork's cost basis, (the major stockholder).
* NOTE 3 - GOING CONCERN AND INCIDENTAL COSTS
Silver Bow Antique Aviation is a company in the development stage, and as
such, is not a "Going Concern Company". Silver Bow Antique Aviation has
assets consisting of two aircraft.
Incidental costs for operating expenses and to maintain the legal
registration of the Company in the State of Nevada and with any other
agency have been paid by Dempsey K. Mork, the President/owner of
Magellan Capital and have been offset by the occasional use of the (2)
aircraft.
NOTE 4 - CONSULTING SERVICES
During December 1998 and to be effective beginning January 1, 1999 the
Company has executed a management services contract with the majority
stockholder. Such contract requires the minimum payment of $10,000 per
year for five (5) years commencing in 1999 for the following activities;
Accounting; General Administrative; Tax filing; Office accommodations;
and year end auditing for 10-KSB reporting; S.E.C. compliance and
quarterly 10QSB filings and other associated reports.
The term of this agreement provides for the annual payment of $10,000.
(USD), either in cash or an issuance of common stock of Silver Bow
Antique Aviation to Magellan Capital Corporation. This agreement is for a
5 year period commencing with the first year January 1, 1999 and ending
with the 5th year December 31, 2003.
* Note 5 - Impairment of Long Lived Assets
FAS No 121 concerning the impairment of long lived assets, such as Airplanes
provides for assesment and measurement analysis.
Whenever events or changes in circumstances indicate that the carrying amount
of such assets may not be recoverable, FAS 121 requires that the entity
(Silver Bow Antique Aviation) estimate the future cash flows expected
(un-discounted and without interest charges) is less than the carrying
amount of the asset, an "Impairment Loss" is recognized. Measurement of
an Impairment Loss for these assets (2 aircraft) should be based on the fair
value of the asset.
Plane Cost Basis Estimated Fair Value**
- -----------------------------------------------------------------------------
Stearmen $80,000 $ 90,000 to $100,000
Piper 98,000 150,000
** Based on Current Fair Market Values
In view of the above, there is no "Impairment Loss" on eith of these
planes.
* Either restated or added for clarification purposes only.
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<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> DEC-31-1999
<CASH> 2,054
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,054
<PP&E> 178,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 180,054
<CURRENT-LIABILITIES> 17,800
<BONDS> 160,200
0
0
<COMMON> 2,990
<OTHER-SE> (936)
<TOTAL-LIABILITY-AND-EQUITY> 180,054
<SALES> 0
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