As filed with the Securities and Exchange Commission on May 14, 1999
Registration No.__________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRANTS OF SECURITIES OF SMALL
BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
EAGLES NEST MINING COMPANY
(Name of Small Business Issuer in its charter)
IDAHO 87-0571300
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
253 Ontario #1, P.O. Box 3303, Park City, Utah 84060
(Address of principal executive officers) (Zip Code)
Issuer's telephone number: (435) 649-5060
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
N/A N/A
Securities to be registered under Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)
<PAGE>
EAGLES NEST MINING COMPANY
FORM 10-SB
TABLE OF CONTENTS
PAGE
PART I
ITEM 1. Description of Business. . . . . . . . . . . . . . . . . 3
ITEM 2. Management's Discussion and Analysis or
Plan of Operation. . . . . . . . . . . . . . . . . . . 10
ITEM 3. Description of Property. . . . . . . . . . . . . . . . . 14
ITEM 4. Security Ownership of Certain Beneficial
Owners and Management. . . . . . . . . . . . . . . . . 14
ITEM 5. Directors, Executive Officers, Promoters
and Control Persons. . . . . . . . . . . . . . . . . . 14
ITEM 6. Executive Compensation . . . . . . . . . . . . . . . . . 17
ITEM 7. Certain Relationships and Related Transactions . . . . . 18
ITEM 8. Description of Securities. . . . . . . . . . . . . . . . 18
PART II
ITEM 1. Market Price of and Dividends on Registrant's
Common Equity and Other Shareholder Matters. . . . . . 19
ITEM 2. Legal Proceedings. . . . . . . . . . . . . . . . . . . . 22
ITEM 3. Changes in and Disagreements with Accountants. . . . . . 22
ITEM 4. Recent Sales of Unregistered Securities. . . . . . . . . 22
ITEM 5. Indemnification of Directors and Officers. . . . . . . . 22
PART F/S
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . 23
PART III
ITEM 1. Index to Exhibits. . . . . . . . . . . . . . . . . . . . S-1
ITEM 2. Description of Exhibits. . . . . . . . . . . . . . . . . S-1
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2
PART I
ITEM 1. Description of Business
Business Development
Eagles Nest Mining Company (the "Company") was organized on
September 14, 1987, under the laws of the State of Idaho. As set
forth in its Articles of Incorporation, the Company was created to
engage in the business of acquiring and developing mining claims
and prospecting, developing, processing and marketing all types of
mineral resources. However, from the time of its inception the
Company has not engaged in any material business operations.
Presently, the Company is actively seeking potential operating
businesses and business opportunities with the intent to acquire or
merge with such businesses. The Company is considered a
development stage company and, due to its status as a "shell"
corporation, its principal purpose is to locate and consummate a
merger or acquisition with a private entity. Because of the
Company's current status having no assets and no operating history,
in the event the Company does successfully acquire or merge with an
operating business opportunity, it is likely that the Company's
current shareholders will experience substantial dilution and there
will be a probable change in control of the Company.
The Company is voluntarily filing this registration statement
on Form 10-SB in order to make information concerning itself more
readily available to the public. Management believes that being a
reporting company under the Securities Exchange Act of 1934, as
amended ("Exchange Act"), could provide a prospective merger or
acquisition candidate with additional information concerning the
Company. Further, management believes that this could possibly
make the Company more attractive to an operating business
opportunity as a potential merger or acquisition candidate. As a
result of filing its registration statement, the Company is
obligated to file with the Commission certain interim and periodic
reports including an annual report containing audited financial
statements. The Company intends to continue to voluntarily file
its periodic reports under the Exchange Act in the event its
obligation to file such reports is suspended under applicable
provisions of the Exchange Act.
Any target acquisition or merger candidate of the Company will
become subject to the same reporting requirements as the Company
upon consummation of any merger or acquisition. Thus, in the event
the Company successfully completes the acquisition of or merger
with an operating business opportunity, that business opportunity
must provide audited financial statements for at least the two most
recent fiscal years or, in the event the business opportunity has
been in business for less than two years, audited financial
statements will be required from the period of inception. This
could limit the Company's potential target business opportunities
due to the fact that many private business opportunities either do
not have audited financial statements or are unable to produce
audited statements without undo time and expense.
The Company's principal executive offices are located at 253
Ontario #1, P.O. Box 3303, Park City, Utah 84060, and its telephone
number is (435) 649-5060.
Business of Issuer
The Company has no operating history and no representation is
made, nor is any intended, that the Company will be able to carry
on future business activities successfully. Further, there can be
no assurance that the Company will have the ability to acquire or
merge with an operating business, business opportunity or property
that will be of material value to the Company.
Management plans to investigate, research and, if justified,
potentially acquire or merge with one or more businesses or
business opportunities. The Company currently has no commitment or
arrangement, written or oral, to participate in any business
opportunity and management cannot predict the nature of any
potential business opportunity it may ultimately consider.
Management will have broad discretion in its search for and
negotiations with any potential business or business opportunity.
Sources of Business Opportunities
Management of the Company intends to use various resources in
the search for potential business opportunities including, but not
limited to, the Company's officers and directors, consultants,
special advisors, securities broker-dealers, venture capitalists,
members of the financial community and others who may present
management with unsolicited proposals. Because of the Company's
lack of capital, it may not be able to retain on a fee basis
professional firms specializing in business acquisitions and
reorganizations. Rather, the Company will most likely have to rely
on outside sources, not otherwise associated with the Company, that
will accept their compensation only after the Company has finalized
a successful acquisition or merger. To date, the Company has not
engaged or entered into any discussion, agreement or understanding
with a particular consultant regarding the Company's search for
business opportunities. Company management has in the past
consulted with Williams Investment Co. ("Williams"), a consulting
company located in Salt Lake City, Utah. Because there is no
agreement or understanding with Williams, the Company may use other
consultants if it so elects. However, due to its past experience,
the Company may use the consulting and advisory services of
Williams. Presently, no final decision has been made nor is
management in a position to identify any future prospective
consultants for the Company.
If the Company elects to engage an independent consultant, it
will look only to consultants that have experience in working with
small companies in search of an appropriate business opportunity.
Also, the consultant must have experience in locating viable merger
and/or acquisition candidates and have a proven track record of
finalizing such business consolidations. Further, the Company
would like to engage a consultant that will provide services for
only nominal up-front consideration and is willing to be fully
compensated only at the close of a business consolidation.
The Company does not intend to limit its search to any
specific kind of industry or business. The Company may investigate
and ultimately acquire a venture that is in its preliminary or
development stage, is already in operation, or in various stages of
its corporate existence and development. Management cannot predict
at this time the status or nature of any venture in which the
Company may participate. A potential venture might need additional
capital or merely desire to have its shares publicly traded. The
most likely scenario for a possible business arrangement would
involve the acquisition of or merger with an operating business
that does not need additional capital, but which merely desires to
establish a public trading market for its shares.
Management believes that the Company could provide a potential
public vehicle for a private entity interested in becoming a
publicly held corporation without the time and expense typically
associated with an initial public offering.
Evaluation
Once the Company has identified a particular entity as a
potential acquisition or merger candidate, management will seek to
determine whether acquisition or merger is warranted or whether
further investigation is necessary. Such determination will
generally be based on management's knowledge and experience, or
with the assistance of outside advisors and consultants evaluating
the preliminary information available to them. Management may
elect to engage outside independent consultants to perform
preliminary analysis of potential business opportunities. However,
because of the Company's lack of capital it may not have the
necessary funds for a complete and exhaustive investigation of any
particular opportunity.
In evaluating such potential business opportunities, the
Company will consider, to the extent relevant to the specific
opportunity, several factors including potential benefits to the
Company and its shareholders; working capital, financial
requirements and availability of additional financing; history of
operation, if any; nature of present and expected competition;
quality and experience of management; need for further research,
development or exploration; potential for growth and expansion;
potential for profits; and other factors deemed relevant to the
specific opportunity.
Because the Company has not located or identified any specific
business opportunity as of the date hereof, there are certain
unidentified risks that cannot be adequately expressed prior to the
identification of a specific business opportunity. There can be no
assurance following consummation of any acquisition or merger that
the business venture will develop into a going concern or, if the
business is already operating, that it will continue to operate
successfully. Many of the potential business opportunities
available to the Company may involve new and untested products,
processes or market strategies which may not ultimately prove
successful.
Form of Potential Acquisition or Merger
Presently, the Company cannot predict the manner in which it
might participate in a prospective business opportunity. Each
separate potential opportunity will be reviewed and, upon the basis
of that review, a suitable legal structure or method of
participation will be chosen. The particular manner in which the
Company participates in a specific business opportunity will depend
upon the nature of that opportunity, the respective needs and
desires of the Company and management of the opportunity, and the
relative negotiating strength of the parties involved.
Actual participation in a business venture may take the form of an
asset purchase, lease, joint venture, license, partnership, stock
purchase, reorganization, merger or consolidation. The Company may
act directly or indirectly through an interest in a partnership,
corporation, or other form of organization, however, the Company
does not intend to participate in opportunities through the
purchase of minority stock positions.
Because of the Company's current situation, having no assets
and no operating history, in the event the Company does
successfully acquire or merge with an operating business
opportunity, it is likely that the Company's present shareholders
will experience substantial dilution and there will be a probable
change in control of the Company. Most likely, the owners of the
business opportunity which the Company acquires or mergers with
will acquire control of the Company following such transaction.
Management has not established any guidelines as to the amount of
control it will offer to prospective business opportunities, rather
management will attempt to negotiate the best possible agreement
for the benefit of the Company's shareholders.
Management does not presently intend to borrow funds to
compensate any persons, consultants, promoters or affiliates in
relation to the consummation of a potential merger or acquisition.
However, if the Company engages outside advisors or consultants in
its search for business opportunities, it may be necessary for the
Company to attempt to raise additional funds. As of the date
hereof, the Company has not made any arrangements or definitive
agreements to use outside advisors or consultants or to raise any
capital. In the event the Company does need to raise capital, most
likely the only method available to the Company would be the
private sale of its securities. These possible private sales would
most likely have to be to persons known by the directors of the
Company or to venture capitalists that would be willing to accept
the risks associated with investing in a company with no current
operation. Because of the nature of the Company as a development
stage company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from either a
commercial or private lender. Management will attempt to acquire
funds on the best available terms for the Company. However, there
can be no assurance that the Company will be able to obtain
additional funding when and if needed, or that such funding, if
available, can be obtained on terms reasonable or acceptable to the
Company. The Company does not anticipate using Regulation S under
the Securities Act of 1933, as amended (the "Act"), to raise any
funds prior to consummation of a merger or acquisition. Although
not presently anticipated, there is a remote possibility that the
Company could sell securities to its management or affiliates.
In the case of a future acquisition or merger, there exists a
possibility that a condition of such transaction might include the
sale of shares presently held by officers and/or directors of the
Company to parties affiliated with or designated by the potential
business opportunity. Presently, management has no plans to seek
or actively negotiate such terms. However, if this situation does
arise, management is obligated to follow the Company's Articles of
Incorporation and all applicable corporate laws in negotiating such
an arrangement. Under this scenario of a possible sale by officers
and directors, it is unlikely that similar terms and conditions
would be offered to all other shareholders of the Company or that
the shareholders would be given the opportunity to approve such a
transaction.
In the event of a successful acquisition or merger, a finder's
fee, in the form of cash or securities, may be paid to persons
instrumental in facilitating the transaction. The Company has not
established any criteria or limits for the determination of a
finder's fee, although it is likely that an appropriate fee will be
based upon negotiations by the Company and the appropriate business
opportunity and the finder. Management cannot at this time make an
estimate as to the type or amount of a potential finder's fee that
might be paid. It is unlikely that a finder's fee will be paid to
an affiliate of the Company because of the potential conflict of
interest that might result. If such a fee was paid to an
affiliate, it would have to be in such a manner so as not to
compromise an affiliate's possible fiduciary duty to the Company or
to violate the doctrine of corporate opportunity. Further, in the
unlikely event a finder's fee was to be paid to an affiliate, the
Company would have such an arrangement ratified by the shareholders
in an appropriate manner.
Presently, it is highly unlikely that the Company will acquire
or merge with a business opportunity in which the Company's
management, affiliates or promoters have an ownership interest.
Any possible related party transaction of this type would have to
be ratified by a disinterested Board of Directors and by the
shareholders. Management does not anticipate that the Company will
acquire or merge with any related entity. Further, as of the date
hereof, none of the Company's officers, directors, or affiliates or
associates have had any preliminary contact or discussions with any
specific business opportunity, nor are there any present plans,
proposals, arrangements or understandings regarding the possibility
of an acquisition or merger with any specific business opportunity.
Rights of Shareholders
It is presently anticipated by management that prior to
consummating a possible acquisition or merger, the Company, if
required by relevant state laws and regulations, will seek to have
the transaction ratified by shareholders in the appropriate manner.
However, under Delaware law, certain actions that would routinely
be taken at a meeting of shareholders, may be taken by written
consent of shareholders having not less than the minimum number of
votes that would be necessary to authorize or take the action at a
meeting of shareholders. Thus, if shareholders holding a majority
of the Company's outstanding shares decide by written consent to
consummate an acquisition or a merger, minority shareholders would
not be given the opportunity to vote on the issue. The Board of
Directors will have the discretion to consummate an acquisition or
merger by written consent if it is determined to be in the best
interest of the Company to do so. Regardless of whether an action
to acquire or merge is ratified by written consent or by holding a
shareholders' meeting, the Company will provide to its shareholders
complete disclosure documentation concerning a potential target
business opportunity including the appropriate audited financial
statements of the target. This information will be disseminated by
proxy statement in the event a shareholders' meeting is held, or by
subsequent report to the shareholders if the action is taken by
written consent.
Competition
Because the Company has not identified any potential
acquisition or merger candidate, it is unable to evaluate the type
and extent of its likely competition. The Company is aware that
there are several other public companies with only nominal assets
that are also searching for operating businesses and other business
opportunities as potential acquisition or merger candidates. The
Company will be in direct competition with these other public
companies in its search for business opportunities and, due to the
Company's lack of funds, it may be difficult to successfully
compete with these other companies.
Employees
As of the date hereof, the Company does not have any employees
and has no plans for retaining employees until such time as the
Company's business warrants the expense, or until the Company
successfully acquires or merges with an operating business. The
Company may find it necessary to periodically hire part-time
clerical help on an as-needed basis.
Facilities
The Company is currently using as its principal place of
business the personal residence of its President located in Park
City, Utah. Although the Company has no written agreement and
pays no rent for the use of this facility, it is contemplated that
at such future time as the Company acquires or merges with an
operating business, the Company will secure commercial office space
from which it will conduct its business. However, until such time
as the Company completes an acquisition or merger, the type of
business in which the Company will be engaged and the type of
office and other facilities that will be required is unknown. The
Company has no current plans to secure such commercial office
space.
Industry Segments
No information is presented regarding industry segments. The
Company is presently a development stage company seeking a
potential acquisition of or merger with a yet to be identified
business opportunity. Reference is made to the statements of
income included herein in response to Part F/S of this Form 10-SB
for a report of the Company's operating history for the past two
fiscal years.
ITEM 2. Management's Discussion and Analysis or Plan of Operation
The following information should be read in conjunction with
the consolidated financial statements and notes thereto appearing
elsewhere in the Form 10-SB.
The Company is considered a development stage company with no
assets or capital and with no significant operations or income
since its inception in 1987. The costs and expenses associated
with the preparation and filing of this registration statement have
been paid for by a shareholder of the Company. It is anticipated
that the Company will require only nominal capital to maintain the
corporate viability of the Company and necessary funds will most
likely be provided by the Company's officers and directors in the
immediate future. However, unless the Company is able to
facilitate an acquisition of or merger with an operating business
or is able to obtain significant outside financing, there is
substantial doubt about its ability to continue as a going concern.
In the opinion of management, inflation has not and will not
have a material effect on the operations of the Company until such
time as the Company successfully completes an acquisition
or merger. At that time, management will evaluate the possible
effects of inflation on the Company related to it business and
operations following a successful acquisition or merger.
Plan of Operation
During the next 12 months, the Company will actively seek out
and investigate possible business opportunities with the intent to
acquire or merge with one or more business ventures. In its search
for business opportunities, management will follow the procedures
outlined in Item 1 above. Because the Company lacks funds, it may
be necessary for the officers and directors to either advance funds
to the Company or to accrue expenses until such time as a
successful business consolidation can be made. Management intends
to hold expenses to a minimum and to obtain services on a
contingency basis when possible. Further, the Company's directors
will defer any compensation until such time as an acquisition or
merger can be accomplished and will strive to have the business
opportunity provide their remuneration. However, if the Company
engages outside advisors or consultants in its search for business
opportunities, it may be necessary for the Company to attempt to
raise additional funds. As of the date hereof, the Company has not
made any arrangements or definitive agreements to use outside
advisors or consultants or to raise any capital. In the event the
Company does need to raise capital, most likely the only method
available to the Company would be the private sale of its
securities. Because of the nature of the Company as a development
stage company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from either a
commercial or private lender. There can be no assurance that the
Company will be able to obtain additional funding when and if
needed, or that such funding, if available, can be obtained on
terms acceptable to the Company.
The Company does not intend to use any employees, with the
possible exception of part-time clerical assistance on an as-needed
basis. Outside advisors or consultants will be used only if they
can be obtained for minimal cost or on a deferred payment basis.
Management is confident that it will be able to operate in this
manner and to continue its search for business opportunities during
the next twelve months.
Net Operating Loss
The Company has accumulated approximately $5,520 of net
operating loss carryforwards as of September 30, 1998, which may be
offset against taxable income and income taxes in future years.
The use of these losses to reduce future income taxes will depend
on the generation of sufficient taxable income prior to the
expiration of the net operating loss carryforwards. The
carry-forwards expire in the year 2018. In the event of certain
changes in control of the Company, there will be an annual
limitation on the amount of net operating loss carryforwards which
can be used. No tax benefit has been reported in the financial
statements for the year ended September 30, 1998 or the three month
period ended December 31, 1998 because there is a 50% or greater
chance that the carryforward will not be used. Accordingly, the
potential tax benefit of the loss carryforward is offset by a
valuation allowance of the same amount.
Recent Accounting Pronouncements
The Financial Accounting Standards Board has issued Statement
of Financial Accounting Standard ("SFAS") No. 128, "Earnings Per
Share" and Statement of Financial Accounting Standards No. 129
"Disclosures of Information About an Entity's Capital Structure."
SFAS No. 128 provides a different method of calculating earnings
per share than is currently used in accordance with Accounting
Principles Board Opinion No. 15, "Earnings Per Share." SFAS No. 128
provides for the calculation of "Basic" and "Dilutive" earnings per
share. Basic earnings per share includes no dilution and is
computed by dividing income available to common shareholders by the
weighted average number of common shares outstanding for the
period. Diluted earnings per share reflects the potential dilution
of securities that could share in the earnings of an entity,
similar to fully diluted earnings per share. SFAS No. 129
establishes standards for disclosing information about an entity's
capital structure. SFAS No. 128 and SFAS No. 129 are effective for
financial statements issued for periods ending after December 15,
1997. Their implementation is not expected to have a material
effect on the financial statements.
The Financial Accounting Standards Board has also issued SFAS
No. 130, "Reporting Comprehensive Income" and SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related
Information." SFAS No. 130 establishes standards for reporting and
display of comprehensive income, its components and accumulated
balances. Comprehensive income is defined to include all changes
in equity except those resulting from investments by owners and
distributors to owners. Among other disclosures, SFAS No. 130
requires that all items that are required to be recognized under
current accounting standards as components of comprehensive income
be reported in a financial statement that displays with the same
prominence as other financial statements. SFAS No. 131 supersedes
SFAS No. 14 "Financial Reporting for Segments of a Business
Enterprise." SFAS No. 131 establishes standards on the way that
public companies report financial information about operating
segments in annual financial statements and requires reporting of
selected information about operating segments in interim financial
statements issued to the public. It also establishes standards for
disclosure regarding products and services, geographic areas and
major customers. SFAS No. 131 defines operating segments as
components of a company about which separate financial information
is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in
assessing performance.
SFAS 130 and 131 are effective for financial statements for
periods beginning after December 15, 1997 and requires comparative
information for earlier years to be restated. Because of the
recent issuance of the standard, management has been unable to
fully evaluate the impact, if any the standard may have on future
financial statement disclosures. Results of operations and
financial position, however, will be unaffected by implementation
of the standard.
The FASB has also issued SFAS No 132. "Employers' Disclosures
about Pensions and other Postretirement Benefits," which
standardizes the disclosure requirements for pensions and other
Postretirement benefits and requires additional information on
changes in the benefit obligations and fair values of plan assets
that will facilitate financial analysis. SFAS No. 132 is effective
for years beginning after December 15, 1997 and requires
comparative information for earlier years to be restated, unless
such information is not readily available. Management believes the
adoption of this statement will have no material impact on the
Company's financial statements.
In June 1998, the FASB issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" which requires
companies to record derivatives as assets or liabilities, measured
at fair market value. Gains or losses resulting from changes in
the values of those derivatives would be accounted for depending on
the use of the derivative and whether it qualifies for hedge
accounting. The key criterion for hedge accounting is that the
hedging relationship must be highly effective in achieving
offsetting changes in fair value or cash flows. SFAS No. 133 is
effective for all fiscal quarters of fiscal years beginning after
June 15, 1999. Management believes the adoption of this statement
will have no material impact on the Company's financial statements.
Inflation
In the opinion of management, inflation has not had a material
effect on the operations of the Company.
Year 2000
Year 2000 issues may arise if computer programs have been
written using two digits (rather than four) to define the
applicable year. In such case, programs that have time-sensitive
logic may recognize a date using "00" as the year 1900 rather than
the year 2000, which could result in miscalculations or system
failures.
Because the Company currently does not have any operations
except for its search for viable business opportunities, it does
not own or use any computer equipment. The Company does not
anticipate doing a full assessment of the potential Year 2000 issue
until it has made an acquisition of or merged with an operating
entity. The Company does not believe that the cost of addressing
the issue will have a material adverse impact on its financial
position. Further, the Company believes that no third parties with
whom it may have a material relationships will be materially
affected by the Year 2000 issues.
Risk Factors and Cautionary Statements
This Registration Statement contains certain forward-looking
statements. The Company wishes to advise readers that actual
results may differ substantially from such forward-looking
statements. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed in or implied by the statements, including,
but not limited to, the following: the ability of the Company
search for appropriate business opportunities and subsequently
acquire or merge with such entity, to meet its cash and working
capital needs, the ability of the Company to maintain its existence
as a viable entity, and other risks detailed in the Company's
periodic report filings with the Securities and Exchange
Commission.
ITEM 3. Description of Property
The information required by this Item 3, Description of
Property, is set forth in Item 1, Description of Business, of this
Form 10-SB.
ITEM 4. Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth information, to the best of the
Company's knowledge, as of April 30, 1999, with respect to each
person known by the Company to own beneficially more than 5% of the
outstanding Common Stock, each director and all directors and
officers as a group.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class(1)
J. Rockwell Smith* 1,000,000 71.8%
P.O. Box 3033
Park City, UT 84060
Jim Ruzicka* 50,000 3.6%
P.O. Box 3813
Park City, UT 84060
James Kerr 100,000 7.2%
4027 South 1300 East
Salt Lake City, UT 84124
Matthew Ott 100,000 7.2%
56 West 400 South
Salt Lake City, UT 84101
All directors and officers 1,050,000 75.4%
a group (2 persons)
* Director and/or executive officer
Note: Unless otherwise indicated in the footnotes below, the
Company has been advised that each person above has sole
voting power over the shares indicated above.
(1) Based upon 1,392,700 shares of common stock outstanding
on April 30, 1999.
ITEM 5. Directors, Executive Officers, Promoters and Control
Persons
Executive Officers and Directors
The executive officers and directors of the Company are as
follows:
Name Age Position
J. Rockwell Smith 61 President, Chief Executive
Officer and Director
Jim Ruzicka 55 Secretary / Treasurer and
Director
______________________
All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected and
qualified. There are no agreements with respect to the election of
directors. The Company has not compensated its directors for
service on the Board of Directors or any committee thereof, but
directors are entitled to be reimbursed for expenses incurred for
attendance at meetings of the Board of Directors and any committee
of the Board of Directors. However, due to the Company's lack of
funds, the directors will defer their expenses and any compensation
until such time as the Company can consummate a successful
acquisition or merger. As of the date hereof, no director has
accrued any expenses or compensation. Officers are appointed
annually by the Board of Directors and each executive officer
serves at the discretion of the Board of Directors. The Company
does not have any standing committees.
Presently, none of the Company's directors are directors of
any other "shell" or "blank check" companies or other corporations
that are actively pursuing acquisitions or mergers, except that
Mr. Ruzicka is the President and a director of Siegle Ventures,
Inc. presently an inactive corporation, and he is the President and
a director of Consolidated Travel Systems, Inc., also inactive.
The following is a summary of the past involvement by management if
other shells or blank check companies.
Mr. Smith has been an executive officer, director and/or
principal shareholder of the following companies: The Auxer Gold
Mines (President and director until April 1995), now know as Auxer
Industries, Inc; Grant Silver, Inc. (principal shareholder until
September 1997), now known as BrewServ Corporation; Green MT. P.S.
(Principal shareholder until January 1998), now known as Generex
Biotechnology Corporation; Index Daley Mines (principal shareholder
until June 1998), now known as International Digital Technologies;
Kaniksu Ventures, Inc. (Secretary and director until March 1996),
now known as PTC Group, Inc.; Nava Leisure, U.S.A., Inc. (President
and director until January 1999), now known as Senesco
Technologies, Inc.; Park Avenue, Inc. (President and director until
March 1994), now known as Electrical Generation Technology, Inc.;
Regal Gold & Silver (President and director until August 1996), now
known as American Image Motor Company, Inc.; Rock City Ventures,
Inc. (President and director until January 1995); THO2 & Rare
Metals Exp. (President and director until December 1994), now known
as Golf Technologies Holding, Inc.; Whitestone Financial, Inc.
(principal shareholder), now known as Happy Food Corp.
Mr. Ruzicka has been an executive officer, director and/or
principal shareholder of the following companies: Consolidated
Travel Systems, Inc. (currently President and director); Grant
Silver, Inc. (principal shareholder until September 1997); Green
MT. P.S., Inc. (principal shareholder until January 1998), now
known as Generex Biotechnology Corporation; Nava Leisure, U.S.A.,
Inc. (principal shareholder until January 1999), now known as
Senesco Technologies, Inc.; Park Avenue, Inc. (Vice President and
director until March 1994), now known as Electrical Generation
Technology, Inc.; Roan American Corporation (Secretary and director
until February 1996), now known as Crystal Broadcasting, Inc.; Rock
City Ventures, Inc. (Vice President and director until January
1995); Siegle Ventures, Inc. (currently President and director);
Whitestone Financial, Inc. (principal shareholder), now known as
Happy Food Corp.;
Current management of the Company has no present intent, nor
is it likely that they will become involved with promoting other
shell or blank check companies in the immediate future, except for
those set forth herein.
No director, officer, affiliate or promoter of the Company
has, within the past five years, filed any bankruptcy petition,
been convicted in or been the subject of any pending criminal
proceedings, or is any such person the subject or any order,
judgment, or decree involving the violation of any state or federal
securities laws.
All of the Company's present directors have other full-time
employment and will routinely devote only such time to the Company
necessary to maintain its viability. It is estimated that each
director will devote less than ten hours per month to the Company's
activities. The directors will, when the situation requires,
review potential business opportunities or actively participate in
negotiations for a potential merger or acquisition on an as-needed-
basis.
Currently, there is no arrangement, agreement or understanding
between the Company's management and non-management shareholders
under which non-management shareholders may directly or indirectly
participate in or influence the management of the Company's
affairs. Present management openly accepts and appreciates any
input or suggestions from the Company's shareholders. However, the
Board of Directors is elected by the shareholders and the
shareholders have the ultimate say in who represents them on the
Board of Directors. There are no agreements or understandings for
any officer or director of the Company to resign at the request of
another person and none of the current offers or directors of the
Company are acting on behalf of, or will act at the direction of
any other person.
In connection with the preparation and filing of this
registration statement, one of the Company's shareholders, J.
Rockwell Smith, has paid for certain legal and professional fees
related to the registration statement. Although, as of the date
hereof there is no agreement or arrangement for Mr. Smith to
provide additional funds, the Company is not precluded from
approaching Mr. Smith or any other shareholder and requesting
additional financial assistance. Because such additional funding
is only speculative at this time, the Company has not developed any
criteria or plans related to this funding.
The business experience of each of the persons listed above
during the past five years is as follows:
J. Rockwell Smith, age 61, has been President and a director
of the Company since October 1997. From 1977 to 1989, Mr. Smith
owned and operated his own construction company in Park City, Utah,
Rocky Smith Construction, which supervised construction projects in
the resort community. From 1990 to the present, Mr. Smith has been
employed as a driver by the Park City Transportation Company. Mr.
Smith studied engineering at Seattle University and the University
of Washington.
Jim Ruzicka, age 55, has been Vice President and a director of
the Company since October 1997. Mr. Ruzicka has owned and operated
from 1980 to the present, Budget Lodging, a property management
company located in Park City, Utah. From 1963 to 1980, Mr. Ruzicka
owned and operated a chain of seven restaurants in Chicago,
Illinois. Also, since 1978, he has sold real estate and owned and
managed several commercial buildings and apartments. Mr. Ruzicka
attended Auroa College in Auroa, Illinois.
ITEM 6. Executive Compensation
The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors. The Company has not paid any salaries or other
compensation to its officers, directors or employees for the years
ended September 30, 1998, 1997 and 1996, or for the three month
period ended December 31, 1998. During 1998, the Company did pay
certain persons an aggregate of $5,000 for prior services rendered
to the Company. Further, the Company has not entered into an
employment agreement with any of its officers, directors or any
other persons and no such agreements are anticipated in the
immediate future. It is intended that the Company's directors will
defer any compensation until such time as an acquisition or merger
can be accomplished and will strive to have the business
opportunity provide their remuneration. As of the date hereof, no
person has accrued any compensation.
ITEM 7. Certain Relationships and Related Transactions
During the past two fiscal years, there have been no
transactions between the Company and any officer, director, nominee
for election as director, or any shareholder owning greater than
five percent (5%) of the Company's outstanding shares, nor any
member of the above referenced individuals' immediate family.
The Company's officers and directors are subject to the
doctrine of corporate opportunities only insofar as it applies to
business opportunities in which the Company has indicated an
interest, either through its proposed business plan or by way of an
express statement of interest contained in the Company's minutes.
If directors are presented with business opportunities that may
conflict with business interests identified by the Company, such
opportunities must be promptly disclosed to the Board of Directors
and made available to the Company. In the event the Board shall
reject an opportunity so presented and only in that event, any of
the Company's officers and directors may avail themselves of such
an opportunity. Every effort will be made to resolve any conflicts
that may arise in favor of the Company. There can be no assurance,
however, that these efforts will be successful.
ITEM 8. Description of Securities
Common Stock
The Company is authorized to issue 10,000,000 shares of Common
Stock, no par value, of which 1,392,700 shares are issued and
outstanding as of the date hereof. All shares of Common Stock have
equal rights and privileges with respect to voting, liquidation and
dividend rights. Each share of Common Stock entitles the holder
thereof to (i) one non-cumulative vote for each share held of
record on all matters submitted to a vote of the stockholders; (ii)
to participate equally and to receive any and all such dividends as
may be declared by the Board of Directors out of funds legally
available therefor; and (iii) to participate pro rata in any
distribution of assets available for distribution upon liquidation
of the Company. Stockholders of the Company have no preemptive
rights to acquire additional shares of Common Stock or any other
securities. The Common Stock is not subject to redemption and
carries no subscription or conversion rights. All outstanding
shares of Common Stock are fully paid and non-assessable.
PART II
ITEM 1. Market Price of And Dividends on the Registrant's Common
Equity and Other Shareholder Matters
No shares of the Company's common stock have previously been
registered with the Securities and Exchange Commission (the
"Commission") or any state securities agency or authority. The
Company intends to make an application to the NASD for the
Company's shares to be quoted on the OTC Bulletin Board.
The Company's application to the NASD will consist of current
corporate information, financial statements and other documents as
required by Rule 15c2-11 of the Securities Exchange Act of 1934, as
amended. Inclusion on the OTC Bulletin Board permits price
quotations for the Company's shares to be published by such
service. The Company is not aware of any established trading
market for its common stock nor is there any record of any reported
trades in the public market in recent years. Although the Company
intends to submit its application to the OTC Bulletin Board
contemporaneously with the filing of this registration statement,
the Company does not anticipate its shares to be traded in the
public market until such time as a merger or acquisition can be
consummated. Also, secondary trading of the Company's shares may
be subject to certain state imposed restrictions regarding shares
of shell companies. Except for the application to the OTC Bulletin
Board, there are no plans, proposals, arrangements or
understandings with any person concerning the development of a
trading market in any of the Company's securities. The Company's
common stock has not traded in a public market.
The ability of an individual shareholder to trade their shares
in a particular state may be subject to various rules and
regulations of that state. A number of states require that an
issuer's securities be registered in their state or appropriately
exempted from registration before the securities are permitted to
trade in that state. Presently, the Company has no plans to
register its securities in any particular state. Further, most
likely the Company's shares will be subject to the provisions of
Section 15(g) and Rule 15g-9 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), commonly referred to as the
"penny stock" rule. Section 15(g) sets forth certain requirements
for transactions in penny stocks and Rule 15g-9(d)(1) incorporates
the definition of penny stock as that used in Rule 3a51-1 of the
Exchange Act.
The Commission generally defines penny stock to be any equity
security that has a market price less than $5.00 per share, subject
to certain exceptions. Rule 3a51-1 provides that any equity
security is considered to be a penny stock unless that security is:
registered and traded on a national securities exchange meeting
specified criteria set by the Commission; authorized for quotation
on The NASDAQ Stock Market; issued by a registered investment
company; excluded from the definition on the basis of price (at
least $5.00 per share) or the issuer's net tangible assets; or
exempted from the definition by the Commission. If the Company's
shares are deemed to be a penny stock, trading in the shares will
be subject to additional sales practice requirements on broker-
dealers who sell penny stocks to persons other than established
customers and accredited investors, generally persons with assets
in excess of $1,000,000 or annual income exceeding $200,000, or
$300,000 together with their spouse.
For transactions covered by these rules, broker-dealers must
make a special suitability determination for the purchase of such
securities and must have received the purchaser's written consent
to the transaction prior to the purchase. Additionally, for any
transaction involving a penny stock, unless exempt, the rules
require the delivery, prior to the first transaction, of a risk
disclosure document relating to the penny stock market. A broker-
dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, and current
quotations for the securities. Finally, monthly statements must be
sent disclosing recent price information for the penny stocks held
in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of
broker-dealers to trade and/or maintain a market in the Company's
common stock and may affect the ability of shareholders to sell
their shares.
As of April 30, 1999 there were 33 holders of record of the
Company's common stock, which figure does not take into account
those shareholders whose certificates are held in the name of
broker-dealers or other nominees. Because there has been no
established public trading market for the Company's securities, no
trading history is presented herein.
As of the date hereof, the Company has issued and outstanding
1,392,700 shares of common stock. In August 1997, the Company
issued 1,000,000 shares of common stock to J. Rockwell Smith for
the purchase price of $5,000 cash. The funds were used to pay
various payables including payments to certain persons for prior
services rendered to the Company. Also, in November 1997 the
Company issued 90,000 shares of common stock to two persons in
exchange for services rendered to the Company. No other shares of
the Company's common stock have been issued since 1997.
Of the Company's total outstanding shares, 142,700 may be
sold, transferred or otherwise traded in the public market without
restriction, unless held by an affiliate or controlling shareholder
of the Company. Of these 142,700 shares, the Company has not
identified any shares as being held by affiliates of the Company.
A total of 1,250,000 shares are considered restricted
securities and are presently held by affiliates and/or principal
shareholders of the Company. All 1,250,000 restricted shares are
presently eligible for sale pursuant to Rule 144, subject to the
volume and other limitations set forth under Rule 144. In general,
under Rule 144 as currently in effect, a person (or persons whose
shares are aggregated) who has beneficially owned restricted shares
of the Company for at least one year, including any person who may
be deemed to be an "affiliate" of the Company (as the term
"affiliate" is defined under the Act), is entitled to sell, within
any three-month period, an amount of shares that does not exceed
the greater of (i) the average weekly trading volume in the
Company's common stock, as reported through the automated quotation
system of a registered securities association, during the four
calendar weeks preceding such sale or (ii) 1% of the shares then
outstanding. A person who is not deemed to be an "affiliate" of
the Company and has not been an affiliate for the most recent three
months, and who has held restricted shares for at least two years
would be entitled to sell such shares without regard to the resale
limitations of Rule 144.
Available corporate records indicate that the Company has not
previously filed a registration statement with the Commission.
In the absence of any evidence that the Company ever filed a
registration statement with the Commission or with any other agency
relating to the issuance of shares, it is concluded that all shares
were issued as restricted securities. Available corporate records
indicate that all of the Company's issued and outstanding shares of
common stock were issued between 1987 and 1997 in various private,
isolated transactions. The Company has relied upon the exemption
provided by Section 4(2) of the Act in the issuance of all of its
shares. No private placement memorandum was used in relation to
the issuance of shares.
In the absence of any evidence that the Company ever filed a
registration statement with the Commission or with any other agency
relating to the issuance of shares, it is concluded that all shares
were issued as restricted securities. Available corporate records
do not detail the circumstances related to all issuances of the
Company's shares. Therefore no conclusion can be made as to
whether such issuances were exempt from the registration
requirements of Section 5 of the Act, what exemption may have been
relied upon, or whether the issuances were subject to the
registration provisions of Section 5.
The Company's stock transfer records indicate that three
shareholders acquired their shares in 1998 from existing
shareholders of the Company in private transactions not part of a
public offering or distribution. These transactions were exempt
from registration under the Act pursuant to the exemption provided
by Section 4(1) of the Act.
Dividend Policy
The Company has not declared or paid cash dividends or made
distributions in the past, and the Company does not anticipate that
it will pay cash dividends or make distributions in the foreseeable
future. The Company currently intends to retain and invest future
earnings to finance its operations.
ITEM 2. Legal Proceedings
There are presently no material pending legal proceedings to
which the Company or any of its subsidiaries is a party or to which
any of its property is subject and, to the best of its knowledge,
no such actions against the Company are contemplated or threatened.
ITEM 3. Changes in and Disagreements With Accountants
There have been no changes in or disagreements with
accountants.
ITEM 4. Recent Sales of Unregistered Securities
On August 28, 1997, the Company issued 1,000,000 shares of
common stock to J. Rockwell Smith for the purchase price of $.005
per share, or an aggregate of $5,000 cash. The funds were used to
pay various payables including payments to certain persons for
prior services rendered to the Company. In November 1997, the
Company issued 90,000 shares of common stock to two persons in
exchange for prior services rendered to the Company. No other
shares of the Company's common stock have been issued since 1997.
These issuances were not registered with the Commission because
they were believed to be exempt form the registration requirements
of the Act under the provisions of Section 4(2) of the Act.
No other shares of the Company's common stock have been issued
during the preceding three fiscal years.
ITEM 5. Indemnification of Directors and Officers
As permitted by the provisions of the Idaho General Business
Corporation Law (the "Idaho Code"), the Company has the power to
indemnify any officer or director who, in their capacity as such,
is made a party to any suit or proceeding, whether criminal,
administrative or investigative, if such officer or director acted
in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the Company and, in the case of
any criminal proceeding, the person had no reasonable cause to
believe their conduct was unlawful. An officer or director shall
be indemnified against expenses to the extent they have been
successful on the merits or otherwise in defense of any action,
suit or proceeding. Indemnification or advance expenses to an
officer or director is available only to the extent as permitted
under Sections 30-1-850 through 30-1-859 of the Idaho Code.
Further, the Idaho Code permits a corporation to purchase and
maintain liability insurance on behalf of its officers and
directors.
Transfer Agent
The Company has designated Interstate Transfer Company, 56
West 400 South, Suite 260, Salt Lake City, Utah 84101, as its
transfer agent.
PART F/S
The Company's financial statements for the fiscal years ended
September 30, 1998, 1997 and 1996 and the three month period ended
December 31, 1998 have been examined to the extent indicated in
their reports by Jack F. Burke, Jr., independent certified public
accountant, and have been prepared in accordance with generally
accepted accounting principles and pursuant to Regulation S-B as
promulgated by the Securities and Exchange Commission and are
included herein in response to Item 15 of this Form 10-SB.
<PAGE>
Jack F. Burke, Jr.
Certified Public Accountant
P. O. Box 15278
Hattiesburg, MS 39404
Report of Independent Auditor
The Board of Directors
Eagles Nest Mining Company
Salt Lake City, Utah
I have audited the accompanying balance sheets of Eagles Nest
Mining Company, (A Development Stage Company) as of December
31,1998 and September 30, 1998, 1997, 1996 and the related
statements of operations, stockholders' equity and cash flows for
the years then ended. These financial statements are the
responsibility of Eagles Nest Mining Company management. My
responsibility is to express and opinion on these financial
statements based on my audits.
I conducted my audits 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
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements presentation.
I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Eagles
Nest Mining Company, ( A Development Stage Company) as of December
31, 1998 and September 30, 1998, 1997, 1996 and the results of its
operations and its cash flows for the years ended in conformity
with generally accepted accounting principles.
The accompanying financial statements, have been prepared assuming
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. Unless the
company is able to obtain significant outside financing, there is
a substantial doubt about its ability to continue as a gong
concern. Managements plans in regard to the matters are also
described in Note 3. The financial statement do not include any
adjustments that might result from the outcome of the uncertainty.
Sincerely,
Jack F. Burke, Jr.
December 31, 1998
<PAGE>
Eagles Nest Mining Company
A Development Stage Company
Comparative Balance Sheet
December 31 September 30
Assets 1998 1998 1997 1996
Current Assets
Cash and Cash Equivalents $ 0 $ 0 $ 5,000 $ 0
Total Current Assets $ 0 $ 0 $ 5,000 $ 0
Total Assets $ 0 $ 0 $ 5,000 $ 0
Liabilities and Stockholder's Equity
Current Liabilities
Total Current Liabilities $ 0 $ 0 $ 0 $ 0
Stockholder's Equity
Common Stock - 10,000,000 shares
No Par Authorized
302,700 shares issued
and outstanding 3,270
1,302,700 shares issued
and outstanding 8,270
1,392,700 shares issued
and outstanding 8,970
1,392,700 shares issued
and outstanding 8,970
Retained Earning (Deficit) (8,970) (8,970) (3,270) (3,270)
Total Stockholder's Equity 0 0 0 0
Total Liabilities and
Stockholder's Equity $ 0 $ 0 $ 5,000 $ 0
The Accompanying "Notes to Financial Statements"
Are An Integral Part of These Financial Statements
<PAGE>
Eagles Nest Mining Company
A Development Stage Company
Comparative Analysis of Stockholders' Equity
Deficit
Accumulated
Common Stock Since
Shares Amount Sept. 14, 1987
Common Stock Issued September 14, 1987 302,200 $3,220
Net Loss for the Year Ended September 30, 1987 0 0 $(3,220)
Balance September 30, 1987 302,200 3,220 (3,220)
Common Stock Issued in 1988 500 50
Net Loss for the Year Ended September 30, 1988 0 0 (50)
Balance September 30, 1988 302,700 3,270 (3,270)
Net Changes for the Year Ended September 30, 1989 0 0 0
Balance September 30, 1989 302,700 3,270 (3,270)
Net Changes for the Year Ended September 30, 1990 0 0 0
Balance September 30,1990 302,700 3,270 (3,270)
Net Changes for the Year Ended September 30, 1991 0 0 0
Balance September 30, 1991 302,700 3,270 (3,270)
Net Changes for the Year Ended September 30, 1992 0 0 0
Balance September 30, 1992 302,700 3,270 (3,270)
Net Changes for the Year Ended September 30, 1993 0 0 0
Balance September 30, 1993 302,700 3,270 (3,270)
Net Changes for the Year Ended September 30, 1994 0 0 0
Balance September 30, 1994 302,700 3,270 (3,270)
Net Changes for the Year Ended September 30, 1995 0 0 0
Balance September 30, 1995 302,700 3,270 (3,270)
Net Changes for the Year Ended September 30, 1996 0 0 0
Balance September 30, 1996 302,700 3,270 (3,270)
Common Stock Issued August 28, 1997 1,000,000 5,000 0
Net Changes for the Year Ended September 30, 1997 0 0 0
Balance September 30,1997 1,302,700 8,270 (3,270)
Common Stock Issued November 12, 1997 90,000 450 0
Additional Paid in Capital 250
Net Loss for the Year Ended September 30, 1998 0 0 (5,700)
Balance September 30, 1998 1,392,700 8,970 (8,970)
Net Changes for Three Months Ended
December 31, 1998 0 0 0
Balance December 31, 1998 1,392,700 $8,970 $(8,970)
The Accompanying "Notes to Financial Statements"
Are An Integral Parts of These Financial Statements
<PAGE>
Eagles Nest Mining Company
A Development Stage Company
Comparative Statement of Operations
For Three For the Years Ended From Inception
Months Ended September 30 Sept. 14, 1987
December 31,1998 1998 1997 1996 December 31, 1998
Revenues
Net Revenues $ 0 $ 0 $ 0 $ 0 $ 0
Expenses 0 (5,700) 0 0 8,970
Net Income (Loss) 0 (5,700) 0 0 (8,970)
Net Income (Loss) per
share common stock $ 0 $ 0 $ 0 $ 0 (0.02)
Weighted average
number of shares
outstanding 1,392,700 1,392,700 302,700 300,700 430,833
The Accompanying "Notes to Financial Statements"
Are An Integral Part of These Financial Statements
<PAGE>
Eagles Nest Mining Company
A Development Stage Company
Comparative Statement of Cash Flow
From
Three Months For the Years Ended Inception
Ended September 30 Sept. 14, 1987
December 31,1998 1998 1997 1996 December 31,1998
Cash Flows From Operating Activities
Net Gain (Loss) $ 0 $(5,700) $ 0 $ 0 $(8,970)
Adjustment to reconcile net
income to Cash provided by
operating activities
Non Cash Expenses 0 450 0 0 3,450
Net Cash Provided (Used)
Operating Activities 0 (5,250) 0 0 5,520
Cash Flows from Investing Activity 0 0 0 0 0
Cash Flows From Financing Activity
Sale of Stock 0 0 5,000 0 5,270
Additional Paid in Capital 0 250 0 0 250
Cash Flows from Financing Activities 0 250 5,000 0 5,520
Net Cash Increase (Decrease) 0 (5,000) 5,000 0 0
Cash Balance Beginning 0 5,000 0 0 0
Cash Balance Ending $ 0 $ 0 $5,000 $ 0 $ 0
The Accompanying "Notes to Financial Statements"
Are An Integral Part of These Financial Statements
<PAGE>
Eagles Nest Mining Company
(A Development Stage Company
Notes to The Financial Statements
December 31, 1998, September 30, 1998, 1997 and 1996
Note 1: Organization and History
The Company was organized in the State of Idaho on September 14,
1987. The Company has not begun operations and has been dormant
since its organization.
Cash and Cash Equivalents: Cash consist of cash and demand
deposits. The Company defines cash equivalents as highly liquid
short term investments with an original maturity of three months or
less. The Company has not had any cash equivalents.
Accounting Method and Financial Statements: The Company has been
dormant since its inception with its only transactions consisting
of stock sales and administrative services.
Income Tax: The Company does not have a tax asset or liability. The
Company has a net operating loss carryover of $5,520 which has been
offset by a valuation account. Should the Company commence
operations the net operating loss would be usable and would expire
as follows:
Year Loss
2002 $220
2003 50
2018 5,250
Total $5,520
Net (Loss) Per Share: Net income (loss) per share is calculated by
dividing net income (loss) by the weighted average number of shares
of common stock outstanding during the period.
Development Stage Company: The Company is classified as a
development stage company as it is dormant and planned principle
operation have not commenced.
Use of Estimates: The Preparation of Financial Statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect that
amounts reported in the financial statements and accompanying
notes. Actual results could differ from these estimates.
Note 2: Common Stock Issued for Services
390,000 shares of unregistered common stock was issued to certain
directors of the corporation as compensation for services rendered.
Information regarding this issue is as follows:
1. The 300,000 shares were issued on September 17, 1987 and
90,000 shares were issued on November
12, 1997.
2. The stock was issued for administrative services rendered
to the Corporation.
3. The value of the services rendered is as follows:
a. 300,000 shares issued September 17, 1987 was $3,000.00.
b. 90,000 shares issued November 12, 1997 was $450.00
Note 3: Going Concern
The Company's financial statements have been presented on the basis
that it is a going concern which contemplated the realization of
assets and the satisfaction of liabilities in the normal course of
business. The Company is in the development stage and has not
earned any revenues from operations. The Company's ability to
continue as a going concern is dependent upon its ability to
develop additional sources of capital or locate a merge candidate
and ultimately, achieve profitable operations. The accompanying
financial statements do not include any adjustments that might
result from the outcome of these uncertainties. Management is
seeking new capital to revitalize the Company.
<PAGE>
PART III
ITEM 1. Index to Exhibits*
The following exhibits are filed with this Registration Statement:
Exhibit No. Exhibit Name
3.1 Articles of Incorporation and Amendments thereto
3.2 By-Laws of Registrant
4. See Exhibit No. 3.1, Articles of Incorporation, Article 3
27. Financial Data Schedule
________________
ITEM 2. Description of Exhibits
See Item I above.
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities and Exchange
Act of 1934, the registrant caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly
organized.
EAGLES NEST MINING COMPANY
(Registrant)
Date: May 14, 1999 By: /S/ J. Rockwell Smith
J. Rockwell Smith
President, Chief Executive
Officer and Director
STATE OF IDAHO
OFFICE OF SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
EAGLES NEST MINING COMPANY
The undersigned, natural person, being of legal age, for the
purpose of forming a corporation under "The General and Business
Corporation Lw of Idaho", adopts the following Articles of
Incorporation:
ARTICLE ONE
The name of the corporation is:
EAGLES NEST MINING COMPANY
ARTICLE TWO
The address, including street and number, of the
corporation's initial registered office in this state is 2828
Summit 11, Elkhorn, Idaho, 83354, with the mailing address at
P.O. Box 2369, Sun Valley, Idaho, 83353, and the name of its
registered agent is M. K. Ebeling.
ARTICLE THREE
The aggregate number, class and par value, if any, of the
shares which the corporation shall have authority to issue shall
be: 10,000,000 shares of common stock at no par value.
There are no preferences, qualifications, limitations,
restrictions, special or relative rights, including convertible
rights.
ARTICLE FOUR
There shall be no pre-emptive rights in said corporate
stock.
ARTICLE FIVE
The name and place of residence of each incorporator is as follows:
Name Address City
Dono R. Webster 12493 Highway 75 Ketchum, Idaho 83340
Mailing Address: P.O. Box 1072, Ketchum, Idaho, 83340
ARTICLE SIX
The number of directors to constitute the first board of
directors is Five (5). Thereafter, the number of directors shall
be fixed by, or in the manner provided in the bylaws. Any
changes in the number will be reported to the Secretary of State
within thirty (30) calendar days of such change. The initial
five (5) directors shall be:
Dono R. Webster
12493 Highway 75
P.O. Box 1072
Ketchum, Idaho 83340
Joel Webster
239 N. 600 W.
Cedar City, Utah 87420
M. K. Ebeling
2828 Summit II
P.O. Box 2369
Sun Valley, Idaho 83353
James N. Marin
P.O. Box 259
Lewiston, California 96052
ARTICLE SEVEN
The duration of the corporation is perpetual.
ARTICLE EIGHT
The corporation is formed for the following purposes:
1. To create, own, conduct, hold and develop a company
dealing in the locating, staking and filing of mining claims, and
the prospecting, developing, extracting, producing, processing,
marketing and selling of all types of minerals.
2. To create, own, conduct, hold, and develop a company
dealing in all types of ideas and businesses, trades and
organizations.
3. To create, own, hold, conduct and develop a company
dealing in the creation, production and distribution of all types
of resources and commodities.
4. To own, hold real estate, to build, construct, and
erect buildings and structures of all types, and to buy, sell,
lease, own, manage, operate, maintain, repair, and/or rebuild
same.
5. To acquire, hold, own, buy, sell, transfer and
otherwise dispose of mining claims, patent rights, trademarks,
copyrights, licenses, franchises, permits and other evidences of
right.
6. To enter into, make, perform, and carry out contracts
of every sort and kind, and for any lawful purpose, with any
person, firm, association or corporation, whether public, private
or municipal or body politic, and with the Government of the
United States, or any state, territory or colony thereof, or any
foreign country.
7. To lease or buy equipment, structures, plants, and
any other type of machinery convenient or suitable for
effectuating the purposes of the corporation in Idaho or in any
other state, territory, or country.
8. To act as principal, agent, broker, dealer, or in any
representative capacity for individuals, companies, and in
transacting the business that is authorized herein.
9. To organize, maintain and service all types of
franchises and companies both within and without the United
States, in accord with the law.
10. To represent as agent, escrowee or otherwise any
individuals, partnerships, corporations, groups, associations or
other entities or organizations; to receive, hold and transfer
all types of assets including monies, commodities, and other
investments; to record title to real estate for and on behalf of
such parties, both domestic and foreign, and with or without
remuneration.
11. To do any and everything necessary or convenient for
the accomplishment of any of the purposes or the attainment of
any of the objects or the furtherance of any of the powers
hereinabove enumerated, either for itself or as agent for any
person, firm, or corporation, either alone or in association with
other corporations, or with any firm or individual; to engage in
any other lawful business or operation deemed advantageous or
desirable, and to do any and all incidental to, growing out of,
or germane to any of the foregoing purposes or objects, and to
have and exercise all of the powers and rights conferred by the
laws of the State of Idaho upon corporations formed under the Act
hereinabove referred to, and all acts amendatory thereof and
supplemental thereto, it being expressly provided that the
foregoing clauses shall be construed both as objects and powers
and shall be in furtherance and not in limitation of the powers
conferred by the laws of the State of Idaho and that the
foregoing enumeration of specific powers shall not be held to
alter or restrict in any manner the general powers of this
corporation.
ARTICLE NINE
The By-Laws of the corporation may be changed by an
unanimous vote of the corporate Board of Directors.
IN WITNESS WHEREOF, these Articles of Incorporation have
been signed this 31st day of August, 1987.
_________________________
Incorporator
Dono R. Webster
<PAGE>
STATE OF IDAHO
COUNTY OF BLAINE
I, __________________________, a Notary Public do hereby
certify that on the _____ DAY OF August, 1987, personally
appeared before me Dono R. Webster, first being by me first duly
sworn, declared that he is the person who signed the foregoing
document as incorporator, and that the statements therein
contained are true.
My commission expires:
_____________________________
Notary Public
BY-LAWS
OF
EAGLES NEST MINING COMPANY
ARTICLE I - OFFICES
The principal office of the corporation in the State of Idaho
shall be located in the City of Sun Valley County of Blaine. The
corporation may have such other offices, either within or without the
State of incorporation as the board of directors may designate or as
the business of the corporation may from time to time require.
ARTICLE II - STOCKHOLDERS
1. ANNUAL MEETING.
The annual meeting of the stockholders shall be held on the 12th
day of January in each year, beginning with
the year 19 88 at the hour 10 o'clock A. M., for the purpose of
electing directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the annual meeting
shall be a legal holiday such meeting shall be held on the next
succeeding business day.
2. SPECIAL MEETINGS.
Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute, may be called by the
president or by the directors, and shall be called by the resident at
the request of the holders of not less than 5op per cent of all the
outstanding shares of the corporation entitled to vote at the meeting.
3. PLACE OF MEETING.
The directors may designate any place, either within or without
the State unless otherwise prescribed by statute, as the place of
meeting for any annual meeting or for any special meeting called by
the directors. A waiver of notice signed .by all stockholders
entitled to vote at a meeting may designate any place, either within
or without the state unless otherwise prescribed by statute, as the
place for holding such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall he the
principal office of the corporation.
4. NOTICE OF MEETING.
Written or printed notice stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than 15 nor
more than 30 days before the date of the meeting, either personally or
by mail, by or at the direction of the president, or the secretary, or
the officer or persons calling the meeting, to each stockholder of
record entitled to vote at such meeting. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail,
addressed to the stockholder at his address as it appears on the stock
transfer books of the corporation, with postage thereon prepaid.
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
For the purpose of determining stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof,
or stockholders entitled to receive payment of any dividend, or in
order to make a determination of stockholders for any other proper
purpose, the directors of the corporation may provide that the stock
transfer books shall be closed for a stated period but not to exceed,
in any case, 30 days. If the stock transfer books shall be closed for
the purpose of determining stockholders entitled to notice of or to
vote at a meeting of stockholders, such books shall be closed for at
least 30 days immediately preceding such meeting. In lieu of closing
the stock transfer books, the directors may fix in advance a date as
the record date for any such determination of stockholders, such date
in any case to be not more than 30 days and, in case of a meeting of
stockholders, not less than 30 days prior to the date on which the
particular action requiring such determination of stockholders is to
be taken. If the stock transfer books are not closed and no record
date is fixed for the determination of stockholders entitled to notice
of or to vote at a meeting of stockholders, or stockholders entitled
to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the directors
declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of stockholders. When a
determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
6. VOTING LISTS.
The officer or agent having charge of the stock transfer books
for shares of the corporation shall make, at least 30 days before each
meeting of stockholders, a complete list of the stockholders entitled
to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held
by each, which list, for a period of 30 days prior to such meeting,
shall be kept on file at the principal office of the corporation and
shall be subject to inspection by any stockholder at any time during
usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the
inspection of any stockholder during the whole time of the meeting.
The original stock transfer book shall be prima facie evidence as to
who are the stockholders entitled to examine such list or transfer
books or to vote at the meeting of stockholders.
7. QUORUM.
At any meeting of stockholders of the
outstanding shares of the corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of
stockholders. If less than said number of the outstanding shares are
represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such
adjourned meeting at which a quorum shall be present or represented,
any business may be transacted which might have been transacted at the
meeting as originally notified. The stockholders present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.
8. PROXIES.
At all meetings of stockholders, a stockholder may vote by proxy
executed in writing by the stockholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting.
9. VOTING.
Each stockholder entitled to vote in accordance with the terms
and provisions of the certificate of incorporation and these by-laws
shall be entitled to one vote, in person or by proxy, for each share
of stock entitled to vote held by such stockholders. Upon the demand
of any stockholder, the vote for directors and upon any question
before the meeting shall be by ballot. All elections for directors
shall be decided by plurality vote; all other questions shall be
decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of this State.
10. ORDER OF BUSINESS.
The order of business at all meetings of the stockholders, shall
be as follows:
1. Roll Call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of Officers.
5. Reports of Committees.
6. Election of Directors.
7. Unfinished Business.
B. New Business.
11. INFORMAL ACTION BY STOCKHOLDERS.
Unless otherwise provided by law, any action required to be taken
at a meeting of the shareholders, or any other action which may be
taken at a meeting of the shareholders, may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to the
subject matter thereof.
ARTICLE III - BOARD OF DIRECTORS
1. GENERAL POWERS.
The business and affairs of the corporation shall be managed by
its board of directors. The directors shall in all cases act as a
board, and they may adopt such rules and regulations for the conduct
of their meetings and the management of the corporation, as they may
deem proper, not inconsistent with these by-laws and the laws of this
State.
2. NUMBER, TENURE AND QUALIFICATIONS.
The number of directors of the corporation shall be no less than
two (2). Each director shall hold office until the next annual
meeting of stockholders and until his successor shall have been
elected and qualified.
3. REGULAR MEETINGS.
A regular meeting of the directors, shall be held without other
notice than this by-law immediately after, and at the same place as,
the annual meeting of stockholders. The directors may provide, by
resolution, the time and place for the holding of additional regular
meetings without other notice than such resolution.
4. SPECIAL MEETINGS.
Special meetings of the directors may be called by or at the
request of the president or any-two directors. The person or persons
authorized to call special meetings of the directors may fix the place
for holding any special meeting of the directors called by them.
5. NOTICE.
Notice of any special meeting shall be given at least 15 days
previously thereto by written notice delivered personally, or by
telegram or railed to each director at his business address. If
mailed, such notice shall be deemed to be delivered when deposited in
the United States mail so addressed, with postage thereon prepaid. If
notice be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company.
The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
6. QUORUM.
At any meeting of the directors three shall constitute a quorum
for the transaction of business, but if less than said number is
present at a meeting, a majority of the directors present may adjourn
the meeting from time to time without further notice.
7. MANNER OF ACTING.
The act of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the directors.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the
number of directors and vacancies occurring in the board for any
reason except the removal of directors without cause may be filled by
a vote of a majority of the directors then in office, although less
than a quorum exists. Vacancies occurring by reason of the removal of
directors without cause shall be filled by vote of the stockholders.
A director elected to fill a vacancy caused by resignation, death or
removal shall be elected to hold office for the unexpired term, of his
predecessor.
9. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed for cause by vote of
the stockholders or by action of the board. Directors may be removed
without cause only by vote of the stockholders.
10. RESIGNATION.
A director may resign at any time by giving written notice to the
board, the president or the secretary of the corporation. Unless
otherwise specified in the notice, the resignation shall take effect
upon receipt thereof by the board or such officer, and the acceptance
of the resignation shall not be necessary to make it effective.
11. COMPENSATION.
No compensation shall be paid to directors, as such, for their
services, but by resolution of the board a fixed sun and expenses for
actual attendance at each regular or special meeting of the board may
be authorized. Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
12. PRESUMPTION OF ASSENT.
A director of the corporation who is present at a meeting of the
directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent shall
be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the secretary of the corporation
immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such
action.
13. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution, may designate from among its members an
executive committee and other committees, each consisting of three or
more directors. Each such committee shall serve at the pleasure of
the board.
ARTICLE IV - OFFICERS
1. NUMBER.
The officers of the corporation shall be a president, a vice-
president, a secretary and a treasurer, each of whom shall be elected
by the directors. Such other officers and assistant officers as may
be deemed necessary may be elected or appointed by the directors.
2. ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the directors
shall be elected annually at the first meeting of the directors held
after each annual meeting of the stockholders. Each officer shall
hold office until his successor shall have been duly elected and shall
have qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided.
3. REMOVAL.
Any officer or agent elected or appointed by the directors may be
removed by the directors whenever in their judgment the best interests
of the corporation would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so
removed.
4. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the
unexpired portion of the term.
5. PRESIDENT.
The president shall be the principal executive officer of the
corporation and, subject to the control of the directors, shall in
general supervise and control all of the business and affairs of the
corporation. He shall, when present, preside at all meetings of the
stockholders and of the directors. He may sign, with the secretary or
any other proper officer of the corporation thereunto authorized by
the directors, certificates for shares of the corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the directors
have authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the directors or by
these by-laws to some other officer or agent of the corporation, or
shall be required by law to be otherwise signed or executed; and in
general shall perform all duties incident to the office of president
and such other duties as may be prescribed by the directors from time
to time.
6. VICE-PRESIDENT.
In the absence of the president or in event of his death,
inability or refusal to act, the vice-president shall perform the
duties of the president, and when so acting, shall have all the powers
of and be subject to all the restrictions upon the president. The
vice-president shall perform such other duties as from time to time
may be assigned to him by the President or by the directors.
7. SECRETARY.
The secretary shall keep the minutes of the stockholders' and of
the directors' meetings in one or more books provided for that
purpose, see that all notices are duly given in accordance with the
provisions of these by-laws or as required, be custodian of the
corporate records and of the seal of the corporation and keep a
register of the post office address of each stockholder which shall be
furnished to the secretary by such stockholder, have general charge of
the stock transfer books of the corporation and in general perform all
duties incident to the office of secretary and such other duties as
from time to time may be assigned to him by the president or by the
directors.
8. TREASURER.
If required by the directors, the treasurer shall give a bond for
the faithful discharge of his duties in such sum and with such surety
or sureties as the directors shall determine. He shall have charge
and custody of and be responsible for all funds and securities of the
corporation; receive and give receipts for moneys due and payable to
the corporation from any source whatsoever, and deposit all such
moneys in the name of the corporation in such banks, trust companies
or other depositories as shall be selected in accordance with these
by-laws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be
assigned to him by the president or by the directors.
9. SALARIES.
The salaries of the officers shall be fixed from time to time by
the directors and no officer shall be prevented from receiving such
salary-by reason of the fact that he is also a director of the
corporation.
ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS.
The directors may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
2. LOANS.
No loans shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the directors. Such authority may be
general or confined to specific instances.
3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money,
notes or other evidences of indebtedness issued in the name of the
corporation, shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to
time be determined by resolution of the directors.
4. DEPOSITS.
All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the directors may
select.
ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES.
Certificates representing shares of the corporation shall be in
such form as shall be determined by the directors* Such certificates
shall be signed by the president and by the secretary or by such other
officers authorized by law and by the directors. All certificates for
shares shall be consecutively numbered or otherwise identified. The
name and address of the stockholders, the number of shares and date of
issue, shall be entered on the stock transfer books of the
corporation. All certificates surrendered to the corporation for
transfer shall be canceled and no new certificate shall be issued
until the former certificate for a like number of shares shall have
been surrendered and canceled, except that in case of a lost, de-
stroyed or mutilated certificate a new one may be issued therefor upon
such terms and indemnity to the corporation as the directors may
prescribe.
2. TRANSFERS OF SHARES.
(a) Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority
to transfer, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, and cancel the old
certificate; every such transfer shall be entered on the transfer book
of the corporation which shall be kept at its principal office.
(b) The corporation shall be entitled to treat the holder of
record of any share as the holder in fact thereof, and, accordingly,
shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person whether or not
it shall have express or other notice thereof, except as expressly
provided by the laws of this state.
ARTICLE VII - FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of
October in each year.
ARTICLE VIII - DIVIDENDS
The directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE IX - SEAL
The directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the
corporation, the state of incorporation, year of incorporation and the
words, "Corporate Seal".
ARTICLE X - WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required
to be given to any stockholder or director of the corporation under
the provisions of these by-laws or under the provisions of the
articles of incorporation, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such
notice.
ARTICLE XI - AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws
may be adopted by a vote of the stockholders representing a majority
of all the shares issued and outstanding, at any annual stockholders'
meeting or at any special stockholders' meeting when the proposed
amendment has been set out in the notice of such meeting.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE EAGLES NEST MINING COMPANY
FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER
31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1
<S> <C> <C>
<PERIOD-TYPE> YEAR 3-MOS
<FISCAL-YEAR-END> SEP-30-1998 SEP-30-1999
<PERIOD-START> OCT-01-1997 OCT-01-1998
<PERIOD-END> SEP-30-1998 DEC-01-1998
<CASH> 0 0
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 0
<CURRENT-LIABILITIES> 0 0
<BONDS> 0 0
0 0
0 0
<COMMON> 8,970 8,970
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 0 0
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 5,700 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (5,700) 0
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (5,700) 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (5,700) 0
<EPS-PRIMARY> (0) 0
<EPS-DILUTED> (0) 0
</TABLE>
