UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-KSB
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
Commission File No. 0001082562
SOFTWALL EQUIPMENT CORPORATION
(Exact name of Registrant as specified in its charter)
UTAH 87-0624752
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
11602 COLCHESTER DRIVE SANDY UT 84092
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code: (801) 572-4724
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
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
Exchange Act of 1934 during the preceding 12 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.
[X ] YES [ ] NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [ X ]
Revenue for the year ended 1999: $0.
Based upon the closing price of the registrant's Common Stock as of April 10,
2000 the aggregate market value of the Common Stock held by non-affiliates of
the registrant is $0.
As of April 10, 2000 the number of shares outstanding of the Registrant's
Common Stock was 14,135,000. Documents incorporated by reference: Not
applicable.
TABLE OF CONTENTS
PAGE
PART I
Item 1. Description of Business 3
Item 2. Description of Properties 4
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote of Security Holders 4
PART II
Item 5. Market for Common Equity and Related 5
Stockholder Matters
Item 6. Management's Discussion and Analysis or Plan of
Operations 5
Item 7. Financial Statements 7
Item 8. Changes in and Disagreements with Accountants 16
On Accounting and Financial Disclosure
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons;
Compliance with Section 16(a) of the Exchange Act. 16
Item 10. Executive Compensation 16
Item 11. Security Ownership of Certain Beneficial Owners and 18
Management
Item 12. Certain Relationships and Related Transactions 18
PART IV
Item 13. Exhibits and Reports on Form 8-K 19
PART I
ITEM 1. DESCRIPTION OF BUSINESS
CORPORATE HISTORY
The Company was formed under the laws of the State of Utah on
October 5, 1998, for the purpose of engaging in the research, development and
manufacture of mining equipment. The Company is authorized to issue up to
50,000,000 shares of common stock with a par value of $0.001 per share. The
Company maintains its principal place of business at 11602 Colchester Drive,
Sandy, Utah, 84092 and the Company's telephone number is (801) 572-4724.
One of the express reasons for the founding of the Company is to develop and
market the Softwall System. The Softwall System was invented by Randall
Peterson, an officer and director of the Company, to adapt the methods of
longwall mining to the conditions found in shallow, soft ore deposits such as
those found in the phosphatic clays of North Central Florida. Peterson
invented the system while acting as a consultant for IMC- Agrico Company's
Technology Development Group in Mulberry, Florida and has a patent pending on
the system. He has granted the rights to exploit the Softwall System to the
Company, although the extent of Peterson's rights to the system are subject to
certain restrictions. The patent for the softwall invention is pending however
a Notice of Allowance was issued on Jan 4, 2000 from the US Patent and Trademark
Office. Peterson has assigned his rights to the softwall patent to IMC Agrico
but the assignment is subject to IMC Agrico's consummation of a License
Agreement. The terms of this agreement are stipulated in a Letter of Intent
LOA between Peterson and IMC Agrico dated February 9, 1999. Essentially the
LOA stipulates that in lieu of payment for the invention Peterson will be
granted exclusive rights to the softwall technology for non-phosphate
applications worldwide and that IMC Agrico will retain an overiding royalty of
12.5 % on royalties received by Peterson. Peterson retains the proceeds from
manufacturing and sales.
Peterson is also the inventor of the SACUM Conveyor Invention which has been
awarded US Patent 5,997,101. Peterson has assigned his ownership of this
patent to Softwall Equipment Corporation. This is an extendible conveyor
system which travels on a roof mounted monorail which is mounted to
the mine roof. It has application for coal and hard rock and any other
underground mining which can use a roof mounted conveyor.
BUSINESS OF THE COMPANY
The Company was formed for the purpose of research, development,
manufacture and marketing of mining and excavation equipment. Peterson is the
inventor of certain mining technology and has granted his rights to develop
and exploit such to the Company.
The company was formed in October 1998 and the last quarter of that year was
largely spent getting organized. During this time however, Peterson began
Mechanical Engineering Design and a Bench scale Prototyping work of the
softwall system involving Brigham Young University's College of Technology
through its Capstone Program in partnership with IMC Agrico. On April 22,
1999 a bench model of the softwall system was complete and partially tested in
industrial sand. Non fatal flaws were found in the softwall concept from
the initial testing and mechanical design review at BYU.
The results of this testing revealed areas needing improvement in the
hydraulic and mining water systems. In June and July 1999 the Company entered
into a joint venture agreements with IMC Agrico to continue testing of the
bench scale prototype and to build a second prototype the following year at
BYU. To date the second year of Capstone prototyping is 95% complete and is
scheduled for testing on April 19,2000 at the end of the school year. Several
improvements and simplifications have been made to the new prototype some of
which may be the subject of additional patent applications. Description of
the improvements were published establish origination.
In December 1999 Peterson was awarded a US patent for his Surface Assisted
Continuous Underground Mining (SACUM) Conveyor Invention. Another Capstone
team at BYU has prepared a mechanical engineering review of the SACUM system
and constructed a 5 ft section of the SACUM conveyor along with monorail and
tram drive systems.
The Company is presently in the process of application for DOE funding for a
commercial test demonstration for both the Softwall and SACUM systems and has
2 mining companies, one manufacturing company two major universities and an
experiment station who have expressed an interest in participating in the
project. Other future funding may come from equity offerings or from loans.
The Company may obtain a mineral lease or ownership interest in a mine to
demonstrate the technology.
Intertec publications has published one article about SACUM and has agreed to
publish one more during the summer of 2000. The Company has purchased booth
space at the Mine Expo 2000 to be held in Las Vegas Nevada in October 2000.
This is the biggest mining show in the world and only held once every 4 years.
ITEM 2. PROPERTIES
The office of the Company is currently in the home of Randall Peterson,
the President.
ITEM 3. LEGAL PROCEEDINGS
No member of Management or control person of the Company has, in the past
five years, been involved in any of the following events:
(1) any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time.
(2) any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses.
(3) being subject to an order, judgement or decree not subsequently
reversed, suspended or vacated or 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; and
(4) being found by a court of competent jurisdiction (in a civil action),
the Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgement as not been
reversed, suspended or vacated.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
During the year the stockholders approved a 5 for 1 split of its common
shares.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
. HIGH LOW
1999 CALENDAR PERIOD:
1st Quarter - -
2nd Quarter - -
3rd Quarter - -
4th Quarter - -
2000 CALENDAR PERIOD:
1st Quarter - -
As of April 10, 2000, there were 65 stockholders of record.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
During 1999, the Company raised $30,000 in a private placement which
provided enough funds for only minimal operations. The Company expended
approximately $23,000 for legal fees, patent applications fees, and
acquisition costs to secure the patent on the SACUM (Surface Assisted
Continuous Underground Mining Conveyor). Other that the patent costs, the
Company maintained minimal corporate activity and expended funds in general
and administrative expenses, mostly professional fees, consulting fees, and
office expense. The Company reported a net loss of $(33,765) as compared
to a loss for the three months of 1998 of $(150). The Company had no revenue
for any time period and expects no income in the near future.
LIQUIDITY AND CAPITAL RESOURCES
The Company does not pay rent, has no ongoing compensations costs, or any
other long term or ongoing business overhead commitments.
In its initial offering the company issued a limited amount of stock to
cover some start-up and business expenses. Randall D. Peterson has been
working on behalf of the company since its inception without pay and has
contributed his professional time on its behalf as it has been available.
Peterson has done this with the expectation that at some point in the future
the Company will have the funds to pay him for his professional time at rates
reasonable for a person with his education and experience in either stock or
cash or a combination of the two. Peterson has been careful to not incur
company expenses when there have not been sufficient funds to cover them.
He has done this by operating the company business from his consulting office
in his home. Again he expects that eventually the company will be in a
position where it can pay him a reasonable fee for the use of his office.
IMC Agrico has donnated funds to BYU for the continuing development of
the technology and Peterson has contributed his professional time to that as
well.
Listed in order of priority, future capital funding will come from
government grants, debt financing, and additional offerings. Peterson intends
to combine his consulting practice as part of the company when the company
is in a financial position to pay him a salary.
Once the technology is fully tested and demonstrated to the mining
industry and as opportunities allow, the Company may enter into a long term
joint venture with an existing manufacturing company already established in
the mining industry or with an existing mining company or that it may acquire
mineral properties or leases of its own to operate at a profit.
ITEM 7. FINANCIAL STATEMENTS
(a)(1) FINANCIAL STATEMENTS. The following financial statements are included
in this report:
Report of Crouch, Bierwolf & Chisholm, Certified Public Accountants
Balance Sheet as of December 31, 1999.
Statement of Operations - For the years ended December 31, 1999 and December
31, 1998 and for the period from October 5, 1998 to December 31, 1999.
Statement of Stockholders' Equity - For the period from October 5, 1998 to
December 31, 1999.
Statement of Cash Flows - For the years ended December31, 1999 and December
31, 1998 and for the period from October 5, 1998 to December 31, 1999.
Notes to Financial Statements
(a)(2) FINANCIAL STATEMENTS SCHEDULES. The following financial statement
schedules are included as part of this report:
None
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
of Softwall Equipment Corporation
We have audited the accompanying Balance Sheet of Softwall Equipment
Corporation(a Utah Corporation) (a development stage company) as of December
31, 1999 and the related statements of operations, stockholders' equity, and
cash flows for the years ended December 31, 1999 and 1998. 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 audit.
We conducted our audit 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 audit provides 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 Softwall Equipment
Corporation at December 31, 1999, and the results of its operations and cash
flows for the years 1999 and 1998 in conformity with generally accepted
accounting principles.
Crouch, Bierwolf & Chisholm
April 5, 2000
Softwall Equipment Corporation
Balance Sheet
ASSETS
December 31,
1999
CURRENT ASSETS
Cash (Note 1) $ 3,222
Total Current Assets 3,222
PROPERTY AND EQUIPMENT (net) (Note 3) 11,979
OTHER ASSETS
Patent (Note 4) 8,511
TOTAL ASSETS $ 23,712
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 7,541
Interest payable 197
Taxes payable (Note 1) 100
Note payable (Note 6) 6,329
Total Current Liabilities 14,167
STOCKHOLDERS' EQUITY
Common stock, authorized 50,000,000
shares of $.001 par value, issued and
outstanding 14,135,000, respectively 14,135
Capital in excess of par value 29,325
Retained (Deficit) Accumulated During
Development Stage (33,915)
Total Stockholders' Equity 9,545
Total Liabilities and Stockholders' Equity $23,712
The accompanying notes are an integral part of these financial statements
Softwall Equipment Corporation
(A Development Stage Company)
Statements of Operations
For the period
For the Year For the Year from October 5,
Ended Ended 1998 (inception)
December 31, December 31, to December 31,
1999 1998
1999
REVENUE $ - $ - $ -
EXPENSES
General & Administrative 30,692 50 30,742
Depreciation 2,776 - 2,776
Interest expense 197 - 197
Total Expenses 33,665 50 33,715
Income (Loss) Before Taxes (33,665) (50) (33,715)
Taxes (Note 3) 100 100 200
INCOME (LOSS) $ (33,765) $ (150) $(33,915)
Loss Per Common Share $ .004 $ -
Weighted Average Number of Shares 9,626,666 8,125,000
The accompanying notes are an integral part of these financial statements
Softwall Equipment Corporation
(A Development Stage Company)
Statements of Stockholders' Equity
For the Period October 5, 1998 (inception) to December 31, 1999
Deficit
Accumulated
Additional
During the
Common Stock
paid-in Development
Shares Amount
capital Stage
Inception at October 5, 1998 - $- $- $-
Shares issued for Equipment and Cash at
$.0016 per share 8,125,000 8,125 5,075 -
Net Loss, December 31, 1998 - - - (150)
Balance, December 31, 1998 8,125,000 8,125
5,075 (150)
Shares issued for Cash at $.03 per share 1,000,000 1,000 29,000 -
Less: Offering costs - - (4,750) -
Shares issued for Patent 5,010,000 5,010 - -
Net Loss, December 31, 1999 - - - (33,765)
Balance, December 31, 1999 14,135,000 $ 14,135 $
29,325 $ (33,915)
The accompanying notes are an integral part of these financial statements
Softwall Equipment Corporation
(A Development Stage Company)
Statements of Cash Flows
For the period
For the Year For the Year from October 5,
Ended Ended 1998 (inception)
December 31, December 31, to December 31,
1999 1998
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net(Loss) $(33,765) $ (150) $(33,915)
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 2,776 - 2,776
Stock for Services/Expenses 5,010 - 5,010
Increase (Decrease) in accounts payable
and accrued expenses 7,738 100
7,838
Total (18,241) (50) (18,291)
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of fixed assets (1,755) - (1,755)
Purchase of patent (8,511) - (8,511)
(10,266) (10,266)
CASH FLOWS FROM FINANCING
ACTIVITIES
Cash from Stock Sales 25,250 200 25,450
Cash from No 6,329 - 6,32
31,579 31,779
INCREASE (DECREASE) IN CASH 3,072 3,222
CASH - beginning of period 150 - -
CASH -end of period $ 3,222 $ 150 $ 3,222
Supplementary Cash Flow Information
Cash Paid for:
Interest $ - $- $-
Taxes $ 100 $- $100
Stock Issued for Fixed Assets $ - $
13,000 $13,000
The accompanying notes are an integral part of these financial statements
Softwall Equipment Corporation
Notes to the Financial Statements
December 31, 1999
NOTE 1 - Summary of Significant Accounting Policies
a. Organization
Softwall Equipment Corporation (the "Company") was incorporated under
the laws of the State of Utah on October 5, 1998 for the purpose of
manufacturing mining equipment. The Company has yet to begin operations and
generate revenue.
The Company is in the development stage according to Financial
Accounting Standards Board Statement No. 7
b. Accounting Method
The Company recognizes income and expense on the accrual basis of
accounting.
c. Earnings (Loss) Per Share
The computation of earnings (loss) per share of common stock is based on
the weighted average number of shares outstanding at the date of the financial
statements.
d. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.
e. Provision for Income Taxes
The Company adopted Statement of Financial Standards No. 109
"Accounting for Income Taxes" for the current fiscal year.
Statement of Financial Accounting Standards No. 109 "Accounting for Income
taxes" requires an asset and liability approach for financial accounting
and reporting for income tax purposes. This statement recognizes (a) the
amount of taxes payable or refundable for the current year and (b) deferred
tax liabilities and assets for future tax consequences of events that have
been recognized in the financial statements or tax returns.
Deferred income taxes result from temporary differences in the recognition
of accounting transactions for tax and financial reporting purposes. There
were no temporary differences for the current year accordingly, no deferred tax
liabilities have been recognized.
No provision for income taxes has been recorded due to net operating
loss carryforward totaling approximately $30,000 that will be offset against
future taxable income. The NOL carryforward begins to expire in the year 2018.
No tax benefit has been reported in the financial statements.
Deferred tax assets and the valuation account at December 31, 1998 is as
follows:
Deferred tax asset:
NOL carryforward $ 6,000
Valuation allowance $ (6,000)
Total $ -
The Company has accrued minimum state income taxes for the period ending
December 31, 1999.
Softwall Equipment Corporation
(a Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 1 - Summary of Significant Accounting Policies (continued)
f. Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the time of the financial statements
and revenues and expenses during the reporting period. In these financial
statements, assets involve reliance on management's estimates.
NOTE 2 - Development Stage Company
The Company is a development stage company as defined in Financial
Standards Board Statement No. 7. It is concentrating substantially all of its
efforts in raising capital and developing its business operations in order to
generate significant revenues.
NOTE 3 - Property, Plant and Equipment
Property, plant and equipment are stated at cost. Major renewals and
betterments are capitalized while expenditures for maintenance and repairs are
charged to operations as incurred.
Property, Plant and Equipment consist of the following:
December 31,
1999 1998
Computer $ 1,755 $ -
Vehicle 13,000 13,000
Total property, plant and equipment 14,755 13,000
Less: accumulated depreciation (2,776) -
Net Property, Plant and Equipment $ 11,979 $ 13,000
Depreciation - The cost of the equipment will be depreciated using the
straight-line method. The depreciation periods are prescribed based on the
type of property. The vehicle and computer will be depreciated over the
property's estimated useful life of 5 years. Depreciation expense is
$2,776 for 1999.
NOTE 4 - Patent
The Company has capitalized all legal costs to file for the SACUM
(Surface Assisted Continuous Underground Mining Conveyor) patent. The Sacum
patent will be amortized over 15 years, commencing in the year it becomes
operational.
Softwall Equipment Corporation
(a Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 5 - Related Party Transactions
The Company's President, and Chairman of the board, Randall Peterson,
contributed a vehicle at his cost of $13,000 and $200 cash to the Company
for 8,125,000 shares of the Company's common stock.
The Company's Vice President, and Director, Roger Brockbank, sold his
1/2 interest in a patent to the Company for $14,700.
The Company's President, and Chairman of the board, Randall Peterson,
contributed 1/2 interest in a patent at his cost of $5,010 to the Company for
5,010,000 shares of common stock.
Morning Star Investments, a shareholder in the Company, loaned the
Company $6,329 during the period ended December 31, 1999. The Company has not
made any payments toward the loan. The note is interest bearing at 7% per
annum and is payable on demand. The principal and accrued interest balance at
December 31, 1999 is $6,526. Interest expense for 1999 is $197.
NOTE 6 - Note Payable Related Party
Notes payable - related party are as follows:
Note payable to Morning Star Investments,
a shareholder of the Company, accruing
interest at a rate of 7% per year, payable on
demand, unsecured 6,329
Total Notes Payable - Related Party $ 6,329
NOTE 7 - Common Stock Transactions
During the year, the Company sold 1,000,000 shares of common stock in
a private placement at $.03 per share ($30,000).
During the year, the stockholders of the Company approved a 5 for 1 forward
split of its common stock. The financial statements have been restated to
reflect the forward split.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
NONE.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The following table sets forth the names, ages and positions of all directors
and executive officers of the Company as of April 12, 2000
Name Age Office with the Company
Randall D. Peterson 45 President/Director
11602 Colchester Drive
Sandy, Utah 84092
Roger Brockbank 51 Vice President/Director
5984 South 900 East
Salt Lake City, Utah
Sally W. Peterson 37 Secretary/Treasurer/Director
11602 Colchester Drive
Sandy, Utah 84092
RANDALL PETERSON is 45 years of age and is President, CEO and a Director of
the Company and has over 19 years of experience in working for mining
companies in underground coal and trona and surface mental mining. From
1997 to the present day he has acted as Managing Director/ Engineer and
principal consultant to South East International fo Camden Australia and Salt
Lake City, Utah, and as an independent mining consultant. He has provided
consulting services during this time period to numerous companies including
Shell Coal of Brisbane, Australia; Allied Bellambi Colleries, Wollongong,
Australia; Savage Togara North of Brisbane, Qld, Australia; IMC Agrico
Technology Development Group, Mulberry, Florida' Wyoming and West
Virginia Mining Company, Rock Springs, Wyoming, in addition to Union Pacific
Resources of Texas. His consultation services for the foregoing companies
covered a wide range including such things as evaluations of mining methods
and options, mining training services, mine plan and project evaluations. And
economic feasibility evaluations and mine care and maintenance. From 1995
through 1997, Peterson was project manager for NorWest Mines Services, Inc.,
Salt Lake City, Utah where he acted as project manager, coordinator, engineer
and consultant for a wide variety of underground mine design, improvement,
feasibility evaluation projects. These projects involved numerous mining
ventures throughout the world. He was also contracted temporarily as an
Instructor for the University of Utah where he taught senior level design
courses for the Department of Mining and Engineering. From 1990 through
1995, Peterson acted as Superintendent of Mine Engineering for General
Chemical Soda Ash Partners in Green River Wyoming. His position included
acting as Mine Manager on weekends; management of 2-8 man engineering
department; mine planning, technical and design support services for
underground operations; planning,coordination and supervision of a new mine
shaft construction, among other responsibilities. From 1989 to 1990, he was
Chief Engineer and Technical Services Manager for Sunnyside Mines, Sunnyside,
Utah and from 1988-1989, he was a mine shift supervisor for Barneys Canyon
Mine, Kennecott Gold, Bingham, Utah. He was a project engineer for the
Twentymile Park Project, Getty Mining Company in Salt Lake from 1983-1985.
Peterson was Mine Engineer fro Plateau Mining Company, a subsidiary of Getty
Mining Company, in Price, Utah, from 1981 through 1983 and from 1979 through
1981 he was a section foreman and mine engineer for Hawks Nest Mines. Western
Slope Carbon (a subsidiary of Northwest Pipeline Corporation fo Somerset,
Colorado).
Peterson's education includes a Master of Science in Mining Engineering
from the University of Utah in 1988 . He also received a Master of
Business Administration from the University of Utah in 1988 and is a memberof
the Beta Gamma Sigma Honor Society for Collegiate Schools of Business. He
received his Bachelors of Science in Mining Engineering from that same
university in 1979 and has completed continuing education courses at Wester
Wyoming Community College in Auto CAD in 1993. He is a Registered
Professional Engineer in Utah, Colorado and Wyoming. He is a certified MSHA
Instructor and a certified Mine Foreman for Underground Coal in Colorado,
Utah and Wyoming; and a Certified Underground Trona Foreman in Wyoming.
Peterson has been published on numerous occasions since 1988 and the
author of Softwall Mining - New Mining Technology for Mining Phosphatic Clay
Beds and other deposits in soft shallow conditions, which was presented at the
mechanical mining session of the SME/AIME Annual Convention in Orlando,
Florida USA in March 1998. He is also the inventor of several mining
innovations including two which have been awarded US patents and one with
patent pending US and International patents pending: the Surface Assisted
Underground Mining Method for Coal and Hard Strata-bound Rock Deposits and the
Softwall Mining Process for Phosphatic Clays, and one which has been awarded a
patent, a wall-to -wall mining method for surface mining transition to longwall.
SALLY PETERSON - 37, is the Company's Secretary/Treasurer and a director.
Although Sally Peterson currently is a homemaker, and has not been employed
since 1990, she was a kindergarten teacher from 1987 through 1990 at Uintah
Elementary School, in Salt Lake City, Utah. In 1986, she worked as a clerk
for Mountain Fuel Supply Company, in Salt Lake City. From 1979 through 1983,
Mrs. Peterson was insurance rater/underwriter for American National General
Agencies also in Salt Lake City, Utah. Mrs. Peterson has a Bachelor of
Science in Elementary Education from the University of Utah which she received
in 1986. She has also completed continuing education and training associated
with her field in 1989 and 1998.
ROGER BROCKBANK - 50, is a director of the Company with a great deal of
experience in real estate development. From1997 to the present date, he is
building a 10,000 square foot office space and a 10,500 foot strip center
along with a 13 lot Industrial Subdivision in Lindon, Utah. From 1996-97 he
built an 11,000 square foot strip center in Riverton, Utah which is now
leased. He also developed 54 lots in Tooele that have sold out and purchased
and 18,000 square foot building in Tooele which is now 80% leased. During
1994 and 1995, Mr. Brockbank developed 36 lots in Riverton, and 32 lots in
Murray all of which have sold out. From 1987 through 1990, he remodeled and
sold 15 homes on the open market and bought 30 apartments which he sold as
condos. Mr. Brockbank managed and did tenant improvements at a shopping
center at 90th South Redwood Road from 1984- 1987; and he also did the same
for a 50 unit apartment building and other commercial space, and developed 20
lots during that time period. In 1980 through 1984, Roger Brockbank developed 30
lots and built 15 homes. From 1969 having completed a mission for the LDS
Church, Roger Brockbank owned and ran a painting business and completed a
multitude of building projects. He attended d Brigham Young University for
3 1/2 years. Roger Brockbank is a licensed general contractor doing business
as R.B. Construction.
COMMITTEES
None
ITEM 10. EXECUTIVE COMPENSATION.
No officer and directors of the Company has received ANY Compensation,
either directly or indirectly, including benefits in the past twelve months.
There are no formal employment contracts in effect which would result in any
of the officers or directors, including the CEO, receiving any compensation.
However, the Company does intend to compensate Mr. Randall Peterson for
consulting services rendered to the Company during the next twelve months and
thereafter. As of this date, Peterson anticipates expending approximately 30%
of his time in consulting services to the Company in the first 12 months of
operation. Accordingly, the Company will compensate Peterson at a rate which
is yet to be negotiated but will likely be what is fair and standard in the
industry for and individual with Peterson's expertise and experience. In
addition Peterson will be allowed the use of the Company's vehicle. However,
Peterson may be required to take compensation in the from of stock, or stock
options, or , the Company may be required to execute a promissory note in
favor of Peterson in lieu of wages. The company has reached no understanding
with Peterson as of this date regarding compensation. In addition, the
Company has and will continue to allow Peterson to utilize the Company's
vehicle for conduction Company business and otherwise.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth information as of April 12, 2000, with respect
to the number of shares of the Company's Common Stock beneficially owned by
the directors and officers of the Company, by all officers and directors of
the Company as a group, and by each shareholder known by the Company to be the
beneficial owner of more than 5% of the outstanding Common Stock of the
Company, the only class of voting securities outstanding. Unless otherwise
specified, each individual has sole voting and investment power with respect
to the shares beneficially owned.
<TABLE>
<S> <C> <C>
NAME & ADDRESS OF AMOUNT & NATURE OFBENEFICIAL OWNERSPERCENT
BENEFICIAL OWNERS OF CLASS
Randall Peterson 12,401,260 87.73
(President, CEO, Director)
Roger Brockbank 519,000 3.67
(Vice-President, Director)
Sally Peterson 12,401,260 87.73
(Treasurer, Director)
TOTAL SHARES 12,920,260 91.40
</TABLE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Randall Peterson, the President, CEO, and a director of the Company, who
is also the inventor of the Softwall System is the husband of Sally Peterson.
Ad director and the Company's Secretary/Treasurer. Roger Brockbank is a
second cousin to Randall Peterson.
Due to the closely held nature of the Company, it has engaged in certain
transactions with its officers, directors, principal shareholder and
affiliates. The Company believes that each of the transactions described
below was entered into on terms no less favorable to the Company than could
have been obtained from unaffiliated third parties. All future transactions
between the Company and its officers, directors, principal shareholders and
affiliates will be reviewed and passed upon by the Board of Directors.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS
Exhibit Number Description of Documents
23 Consent of Independent Auditors.
(B) Reports on Form 8-K
None.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this amendment to its Annual Report on Form 10-KSB to be
signed on its behalf by the undersigned, thereunto duly authorized.
SOFTWALL EQUIPMENT CORPORATION
Dated
Dated: By: /s/ Randall Peterson
04/14/00
Director
/s/ Roger Brockbank
04/14/00
Director
/s/ Sally Peterson
04/14/00
Director
We hereby consent to the use of our audit report of Softwall Equipment Corp.
dated April 5, 2000 for the year ended December 31, 1999 in the Form 10KSB
Annual Report for the year 1999.
s/s Crouch, Bierwolf & Chisholm
Salt Lake City, UT
April 14 , 2000
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> DEC-31-1999
<CASH> 3,222
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,222
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,222
<CURRENT-LIABILITIES> 7,541
<BONDS> 0
197
0
<COMMON> 14,135
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 23,712
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 30,692
<OTHER-EXPENSES> 100
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 100
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> .004
<EPS-DILUTED> .004
</TABLE>
