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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(g) of
The Securities Exchange Act of 1934
PLUME CREEK, INC.
-----------------------------
(Name of Small Business Issuer in its charter)
Nevada 82-0511729
--------------------- ---------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6352 Almquist Avenue
P.O. Box 396
Murray, Idaho 83874
--------------------------------------- --------
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (208) 682-4739
Securities to be registered pursuant to Section 12(b) of the Act: none
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
--------------------
(Title of Class)
Submission page 1 of 50
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TABLE OF CONTENTS
Submission
Page
----
PART I
Item 1. Description of Business 3
Item 2. Plan of Operation 7
Item 3. Description of Property 11
Item 4. Security Ownership of Certain Beneficial Owners
and Management 12
Item 5. Directors, Executive Officers, Promoters and
Control Persons 13
Item 6. Executive Compensation 15
Item 7. Certain Relationships and Related Transactions 16
Item 8. Description of Securities 16
PART II
Item 1. Market for Common Equities and Related
Stockholder Matters 17
Item 2. Legal Proceedings 18
Item 3. Changes in and Disagreements with Accountants 18
Item 4. Recent Sales of Unregistered Securities 18
Item 5. Indemnification of Directors and Officers 19
PART F/S
Financial Statements 19
PART III
Item 1. Index to Exhibits 28
Item 2. Description of Exhibits 28
Signatures 28
Exhibit 3 (i) Articles of Incorporation and Merger 29
Exhibit 3 (ii) By-Laws 45
Exhibit 27 Financial Data Schedule 51
Submission page 2 of 50
<PAGE>
PART I
Item 1. Description of Business
Plume Creek, Inc. (the "Company") was incorporated on March 25, 1970 under the
laws of the State of Idaho, under the name Plume Creek Silver Mines, Inc. for
the purpose of exploration of 13 unpatented claims in the Clark Fork Mining
District in Bonner County, Idaho. From 1970 to 1984, the Company engaged in
Initial exploration and assessment of its claims and the construction of mining
Roads and tunnels. These services were paid for by the Company issuing its
stock. Since 1984, the Company has been inactive and has undertaken no
business operations to date. Since the Company abandoned its claims and has no
other assets, the Company can be defined as a "shell" company, whose sole
purpose at this time is to locate and consummate a merger or acquisition
with a private entity. In 1998, the Company amended its Articles of
Incorporation to permit the Company to engage in any and all legal
activities. On April 9, 1999, the Company formed a corporation in Nevada with
the intent to move its domicile to Nevada. On June 16, 1999, the Company
amended the Nevada Articles of Incorporation to provide its current
capital structure. On June 17, 1999, the Company implemented its change of
domicile to Nevada by filing Articles of Merger between the Idaho and Nevada
corporations. The Board of Directors of the Company has elected to commence
implementation of the Company's principal business purpose, described below
under "Item 2 - Plan of Operation."
The Company is filing this registration statement on a voluntary basis because
the primary attraction of the Company as a merger partner or acquisition vehicle
will be its status as a public company. Any business combination or transaction
will likely result in a significant issuance of shares and substantial dilution
to present stockholders of the Company.
The Company has been in the developmental stage since 1984 and has had no
operations since 1984. The proposed business activities described herein
classify the Company as a "blank check" company. Many states have enacted
statutes, rules and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in the Company's securities
or undertake any offering of the Company's securities, either debt or equity,
until such time as the Company has successfully implemented its business plan
described herein.
Forward Looking Statements
The Company cautions readers regarding certain forward looking statements in the
following discussion and elsewhere in this registration statement or any other
statement made by, or on the behalf of the Company, whether or not in future
filings with the Securities and Exchange Commission. Forward looking statements
are not based on historical information but relate to future operations,
strategies, financial results or other developments. Forward looking statements
are necessarily based upon estimates and assumptions that are inherently subject
to significant business, economic and competitive uncertainties and
contingencies, many of which are beyond the Company's control and many of which,
with respect to future business decisions, are subject to change. These
uncertainties and contingencies can affect actual results and could cause actual
results to differ materially from those expressed in any forward looking
statements made by, or on behalf of, the Company. The Company disclaims any
obligation to update forward looking statements.
Submission page 3 of 50
<PAGE>
The Company's business is subject to numerous risk factors, including the
following:
No Operating History or Revenue and Minimal Assets. The Company has had no
operating history since 1984 nor any revenues or earnings from operations. The
Company has no significant assets nor financial resources. The Company will, in
all likelihood, sustain operating expenses without corresponding revenues, at
least until the consummation of a business combination. This may result in the
Company incurring a net operating loss which will increase continuously until
the Company can consummate a business combination with a profitable business
opportunity. There is no assurance that the Company can identify such a
business opportunity and consummate such a business combination.
Speculative Nature of Company's Proposed Operations. The success of the
Company's proposed plan of operation will depend to a great extent on the
operations, financial condition and management of the identified business
opportunity. While management intends to seek business combination(s) with
entities having established operating histories, there can be no assurance that
the Company will be successful in locating candidates meeting such criteria. In
the event the Company completes a business combination, of which there can be no
assurance, the success of the Company's operations may be dependent upon
management of the successor firm or venture partner firm and numerous other
factors beyond the Company's control.
Scarcity of and Competition for Business Opportunities and Combinations. The
Company is and will continue to be an insignificant participant in the business
of seeking mergers with, joint ventures with and acquisitions of small private
and public entities. A large number of established and well-financed entities,
including venture capital firms, are active in mergers and acquisitions of
companies which may be desirable target candidates for the Company. Nearly all
such entities have significantly greater financial resources, technical
expertise and managerial capabilities than the Company and, consequently, the
Company will be at a competitive disadvantage in identifying possible business
opportunities and successfully completing a business combination. Moreover, the
Company will also compete in seeking merger or acquisition candidates with
numerous other small public companies.
No Agreement for Business Combination or Other Transaction. No Standards for
Business Combination. The Company has no arrangement, agreement or understanding
with respect to engaging in a merger with, joint venture with or acquisition of,
a private or public entity. There can be no assurance the Company will be
successful in identifying and evaluating suitable business opportunities or in
concluding a business combination. Management has not identified any particular
industry or specific business within an industry for evaluation by the Company.
There is no assurance the Company will be able to negotiate a business
combination on terms favorable to the Company. The Company has not established
a specific length of operating history or a specified level of earnings, assets,
net worth or other criteria which it will require a target business opportunity
to have achieved, and without which the Company would not consider a business
combination in any form with such business opportunity. Accordingly, the
Company may enter into a business combination with a business opportunity having
no significant operating history, losses, limited or no potential for earnings,
limited assets, negative net worth or other negative characteristics.
Submission page 4 of 50
<PAGE>
Continued Management Control, Limited Time Availability. While seeking a
business combination, management anticipates devoting up to twenty hours per
month to the business of the Company. None of the Company's officers has
entered into a written employment agreement with the Company and none is
expected to do so in the foreseeable future. The Company has not obtained key
man life insurance on any of its officers or directors. Notwithstanding the
combined limited experience and time commitment of management, loss of the
services of any of these individuals would adversely affect development of the
Company's business and its likelihood of continuing operations. See "Item 5 -
Directors, Executive Officers, Promoters and Control Persons."
Conflicts of Interest - General. Officers and directors of the Company may in
the future participate in business ventures which could be deemed to compete
directly with the Company. Additional conflicts of interest and non-arms length
transactions may also arise in the future in the event the Company's officers or
directors are involved in the management of any firm with which the Company
transacts business. Management has adopted a policy that the Company will not
seek a merger with, or acquisition of, any entity in which management serve as
officers, directors or partners, or in which they or their family members own or
hold any ownership interest.
Reporting Requirements May Delay or Preclude Acquisition. Sections 13 and 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") require companies
subject thereto to provide certain information about significant acquisitions,
including certified financial statements for the company acquired, covering one,
two, or three years, depending on the relative size of the acquisition. The
time and additional costs that may be incurred by some target entities to
prepare such statements may significantly delay or essentially preclude
consummation of an otherwise desirable acquisition by the Company. Acquisition
prospects that do not have or are unable to obtain the required audited
statements may not be appropriate for acquisition so long as the reporting
requirements of the 1934 Act are applicable.
Lack of Market Research or Marketing Organization. The Company has neither
conducted, nor have others made available to it, results of market research
indicating that market demand exists for the transactions contemplated by the
Company. Moreover, the Company does not have, and does not plan to establish, a
marketing organization. Even in the event demand is identified for a merger or
acquisition contemplated by the Company, there is no assurance the Company will
be successful in completing any such business combination.
Lack of Diversification. The Company's proposed operations, even if successful,
will in all likelihood result in the Company engaging in a business combination
with a business opportunity. Consequently, the Company's activities may be
limited to those engaged in by business opportunities which the Company merges
with or acquires. The Company's inability to diversify its activities into a
number of areas may subject the Company to economic fluctuations within a
particular business or industry and therefore increase the risks associated with
the Company's operations.
Submission page 5 of 50
<PAGE>
Regulation. Although the Company will be subject to regulation under the
Securities Exchange Act of 1934, management believes the Company will not be
subject to regulation under the Investment Company Act of 1940, insofar as the
Company will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business combinations which
result in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to register
as an investment company and could be expected to incur significant registration
and compliance costs. The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company under the
Investment Company Act of 1940 and, consequently, any violation of such Act
would subject the Company to material adverse consequences.
Probable Change in Control and Management. A business combination involving
the issuance of the Company's Common Shares will, in all likelihood, result in
shareholders of a private company obtaining a controlling interest in the
Company. Any such business combination may require management of the Company to
sell or transfer all or a portion of the Company's Common Shares held by them,
or resign as members of the Board of Directors of the Company. The resulting
change in control of the Company could result in removal of one or more present
officers and directors of the Company and a corresponding reduction in or
elimination of their participation in the future affairs of the Company.
Reduction of Percentage Share Ownership Following Business Combination. The
Company's primary plan of operation is based upon a business combination with a
private concern which, in all likelihood, would result in the Company issuing
securities to shareholders of any such private company. The issuance of
previously authorized and unissued Common Shares of the Company would result in
reduction in percentage of shares owned by present and prospective shareholders
of the Company and may result in a change in control or management of the
Company.
Disadvantages of Blank Check Offering. The Company may enter into a business
combination with an entity that desires to establish a public trading market for
its shares. A business opportunity may attempt to avoid what it deems to be
adverse consequences of undertaking its own public offering by seeking a
business combination with the Company. Such consequences may include, but are
not limited to, time delays of the registration process, significant expenses to
be incurred in such an offering, loss of voting control to public shareholders
and the inability or unwillingness to comply with various federal and state laws
enacted for the protection of investors.
Taxation. Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination the Company may undertake.
Currently, such transactions may be structured so as to result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as to
minimize the federal and state tax consequences to both the Company and the
target entity; however, there can be no assurance that such business
combination will meet the statutory requirements of a tax-free reorganization or
that the parties will obtain the intended tax-free treatment upon a transfer of
stock or assets. A non-qualifying reorganization could result in the imposition
of both federal and state taxes which may have an adverse effect on both parties
to the transaction.
Submission page 6 of 50
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Requirement of Audited Financial Statements May Disqualify Business
Opportunities. Management of the Company believes that any potential business
opportunity must provide audited financial statements for review, for the
protection of all parties to the business combination. One or more attractive
business opportunities may choose to forego the possibility of a business
combination with the Company, rather than incur the expenses associated with
preparing audited financial statements.
Item 2. Plan of Operation
The Company intends to seek to acquire assets or shares of an entity actively
engaged in business which generates revenues, in exchange for its securities.
The Company has no particular acquisitions in mind and has not entered into any
negotiations regarding such an acquisition. None of the Company's officers,
directors, promoters or affiliates have engaged in any preliminary contact or
discussions with any representative of any other company regarding the
possibility of an acquisition or merger between the Company and such other
company as of the date of this Registration Statement.
The Company has no full time employees. The Company's President and Secretary
have agreed to allocate a portion of their time to the activities of the
Company, without compensation. These officers anticipate that the business plan
of the Company can be implemented by their devoting minimal time per month to
the business affairs of the Company and, consequently, conflicts of interest may
arise with respect to the limited time commitment by such officers. See "Item 5
- - Directors, Executive Officers, Promoters and Control Persons - Resumes."
The Company's officers and directors may, in the future, become involved with
other companies who have a business purpose similar to that of the Company. As
a result, additional potential conflicts of interest may arise in the future. If
such a conflict does arise and an officer or director of the Company is
presented with business opportunities under circumstances where there may be a
doubt as to whether the opportunity should belong to the Company or another
"blank check" company they are affiliated with, they will disclose the
opportunity to all such companies. If a situation arises in which more than one
company desires to merge with or acquire that target company and the principals
of the proposed target company has no preference as to which company will merge
or acquire such target company, the company which first filed a registration
statement with the Securities and Exchange Commission will be entitled to
proceed with the proposed transaction.
The Bylaws of the Company provide that the Company shall possess and may
indemnify officers and/or directors of the Company for liabilities, which can
include liabilities arising under the securities laws. Therefore, assets of the
Company could be used or attached to satisfy any liabilities subject to such
indemnification. See "Part II - Item 5 - Indemnification of Directors and
Officers."
General Business Plan
The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the perceived advantages of an
Exchange Act registered corporation. The Company will not restrict its search
to any specific business, industry, or geographical location and the Company may
participate in a business venture of virtually any kind or nature. This
discussion of the proposed business is purposefully general and is not meant to
Submission page 7 of 50
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be restrictive of the Company's virtually unlimited discretion to search for and
enter into potential business opportunities. Management anticipates that it may
be able to participate in only one potential business venture because the
Company has nominal assets and limited financial resources. See "Part F/S -
Financial Statements." This lack of diversification should be considered a
substantial risk to shareholders of the Company because it will not permit the
Company to offset potential losses from one venture against gains from another.
The Company may seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets, to
develop a new product or service, or for other corporate purposes. The Company
may acquire assets and establish wholly owned subsidiaries in various businesses
or acquire existing businesses as subsidiaries.
The Company anticipates that the selection of a business opportunity in which to
participate will be complex and extremely risky. Due to general economic
conditions, rapid technological advances being made in some industries and
shortages of available capital, management believes that there are numerous
firms seeking the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable statutes) for all shareholders and other factors.
Potentially, available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex.
The Company has, and will continue to have, no capital with which to provide the
owners of business opportunities with any significant cash or other assets.
However, management believes the Company will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling ownership
interest in a publicly registered company without incurring the cost and time
required to conduct an initial public offering. The owners of the business
opportunities will, however, incur significant legal and accounting costs in
connection with acquisition of a business opportunity, including the costs of
preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related reports and
documents. The Securities Exchange Act of 1934 (the "34 Act") specifically
requires that any merger or acquisition candidate comply with all applicable
reporting requirements, which include providing audited financial statements to
be included within the numerous filings relevant to complying with the 34 Act.
Nevertheless, the officers and directors of the Company have not conducted
market research and are not aware of statistical data which would support the
perceived benefits of a merger or acquisition transaction for the owners of a
business opportunity.
The analysis of new business opportunities will be undertaken by, or under the
supervision of, the officers and directors of the Company, none of whom is a
professional business analyst. Management intends to concentrate on identifying
preliminary prospective business opportunities which may be brought to its
attention through present associations of the Company's officers and directors,
or by the Company's shareholders. In analyzing prospective business
opportunities, management will consider such matters as the available technical,
financial and managerial resources; working capital and other financial
requirements; history of operations, if any; prospects for the future; nature of
present and expected competition; the quality and experience of management
services which may be available and the depth of that management; the potential
Submission page 8 of 50
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for further research, development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the proposed activities
of the Company; the potential for growth or expansion; the potential for profit;
the perceived public recognition of acceptance of products, services, or trades;
name identification; and other relevant factors. Officers and directors of the
Company expect to meet personally with management and key personnel of the
business opportunity as part of their investigation. To the extent possible,
the Company intends to utilize written reports and personal investigation to
evaluate the above factors. The Company will not acquire or merge with any
company for which audited financial statements cannot be obtained within a
reasonable period of time after closing of the proposed transaction.
Management of the Company, while not especially experienced in matters relating
to the new business of the Company, shall rely upon their own efforts and, to a
much lesser extent, the efforts of the Company's shareholders, in accomplishing
the business purposes of the Company. It is not anticipated that any outside
consultants or advisors will be utilized by the Company to effectuate its
business purposes described herein. However, if the Company does retain such an
outside consultant or advisor, management will review such consultant or
advisor's credentials as well as his or her experience and reputation in
providing advice to management in implementing its business plan, which services
will be limited to analysis of a prospective merger or acquisition candidate to
assist management in evaluating a particular candidate and any cash fee earned
by such party will need to be paid by the prospective merger/acquisition
candidate, as the Company has no cash assets with which to pay such obligation.
There have been no contracts or agreements with any outside consultants and none
are anticipated in the future.
The Company will not restrict its search for any specific kind of firms, but may
acquire a venture which is in its preliminary or development stage, which is
already in operation, or in essentially any stage of its corporate life. It is
impossible to predict at this time the status of any business in which the
Company may become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded, or may seek other
perceived advantages which the Company may offer. However, the Company does not
intend to obtain funds in one or more private placements to finance the
operation of any acquired business opportunity until such time as the Company
has successfully consummated such a merger or acquisition.
It is anticipated that the Company will incur nominal expenses in the
implementation of its business plan described herein. Because the Company has
no capital with which to pay these anticipated expenses, present management of
the Company will pay these charges with their personal funds, as interest free
loans to the Company. However, the only opportunity which management has to
have these loans repaid will be from a prospective merger or acquisition
candidate. Management has agreed among themselves that the repayment of any
loans made on behalf of the Company will not impede, or be made conditional in
any manner, to consummation of a proposed transaction.
Acquisition of Opportunities
In implementing a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. It may also acquire
stock or assets of an existing business. On the consummation of a transaction,
it is probable that the present management and shareholders of the Company will
no longer be in control of the Company. In addition, the Company's directors
may, as part of the terms of the acquisition transaction, resign and be replaced
Submission page 9 of 50
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by new directors without a vote of the Company's shareholders or may sell their
stock in the Company. Any terms of sale of the shares presently held by
officers and/or directors of the Company will be also afforded to all other
shareholders of the Company on similar terms and conditions. Any and all such
sales will only be made in compliance with the securities laws of the United
States and any applicable state.
It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration under applicable federal and
state securities laws. In some circumstances, however, as a negotiated element
of its transaction, the Company may agree to register all or a part of such
securities immediately after the transaction is consummated or at specified
times thereafter. If such registration occurs,
of which there can be no assurance, it will be undertaken by the surviving
entity after the Company has successfully consummated a merger or acquisition
and the Company is no longer considered a "shell" company. Until such time as
this occurs, the Company will not attempt to register any additional securities.
The issuance of substantial additional securities and their potential sale into
any trading market which may develop in the Company's securities may have a
depressive effect on the value of the Company's securities in the future, if
such a market develops, of which there is no assurance.
While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order
to obtain tax-free treatment under the Code, it may be necessary for the owners
of the acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company, would retain less than
20% of the issued and outstanding shares of the surviving entity, which would
result in significant dilution in the equity of such shareholders.
As part of the Company's investigation, officers and directors of the Company
will meet personally with management and key personnel, may visit and inspect
material facilities, obtain independent analysis of verification of certain
information provided, check references of management and key personnel, and
take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise. The manner in which
the Company participates in an opportunity will depend on the nature of the
opportunity, the respective needs and desires of the Company and other parties,
the management of the opportunity and the relative negotiation strength of the
Company and such other management.
With respect to any merger or acquisition, negotiations with target company
management is expected to focus on the percentage of the Company which the
target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's pre-merger shareholders.
The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
Submission page 10 of 50
<PAGE>
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and
after such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.
As stated herein above, the Company will not acquire or merge with any entity
which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction. The
Company is subject to all of the reporting requirements included in the 34 Act.
Included in these requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form 8-K to be
filed with the Securities and Exchange Commission upon consummation of a
merger or acquisition, as well as the Company's audited financial
statements included in its annual report on Form 10-K (or 10-KSB, as
applicable). If such audited financial statements are not available at closing,
or within time parameters necessary to insure the Company's compliance with the
requirements of the 34 Act, or if the audited financial statements provided do
not conform to the representations made by the candidate to be acquired in the
closing documents, the closing documents will provide that the proposed
transaction will be voidable, at the discretion of the present management of the
Company. If such transaction is voided, the agreement will also contain a
provision providing for the acquisition entity to reimburse the Company for all
costs associated with the proposed transaction.
Year 2000 Disclosure
Many existing computer programs use only two digits to identify a year in the
date field. These programs were designed and developed without considering the
impact of the upcoming change in the century. If not corrected, many computer
applications could fail or create erroneous results by or at the Year 2000. As
a result, many companies will be required to undertake major projects to address
the Year 2000 issue. Because the Company has no assets, including any personal
property such as computers, it is not anticipated that the Company will incur
any negative impact as a result of this potential problem. However, it is
possible that this issue may have an impact on the Company after the Company
successfully consummates a merger or acquisition. Management intends to address
this potential problem with any prospective merger or acquisition candidate.
There can be no assurances that new management of the Company will be able to
avoid a problem in this regard after a merger or acquisition is so consummated.
Competition
The Company will remain an insignificant participant among the firms which
engage in the acquisition of business opportunities. There are many established
venture capital and financial concerns which have significantly greater
financial and personnel resources and technical expertise than the Company. In
view of the Company's combined extremely limited financial resources and
limited management availability, the Company will continue to be at a
significant competitive disadvantage compared to the Company's competitors.
Item 3. Description of Property
The Company has no properties and at this time has no agreements to acquire any
properties. The Company intends to attempt to acquire assets or a business in
exchange for its securities which assets or business is determined to be
desirable for its objectives.
Submission page 11 of 50
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The Company operates from its offices at 6352 Almquist Avenue, P.O. Box 396,
Murray, Idaho 83874. This space is provided to the Company on a rent free basis
by David A. Miller, a director/officer/shareholder of the Company, and it is
anticipated that this arrangement will remain until such time as the Company
successfully consummates a merger or acquisition. Management believes that this
space will meet the Company's needs for the
foreseeable future.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The table below lists the beneficial ownership of the Company's voting
securities by each person known by the Company to be the beneficial owner of
more than 5% of such securities, as well as the securities of the Company
beneficially owned by all directors and officers of the Company. Unless
otherwise indicated, the shareholders listed possess sole voting and investment
power with respect to the shares shown.
<TABLE>
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent of
Title of Class Owner Owner Class(1)
- ---------------- ----------------------- ----------------- ------------
<S> <C> <C> <C>
Common Matthew M. Ott 1,000,000 46.1%
327 W. 200 S.
Salt Lake City
Utah 84101
Common David A. Miller(2) 300,625 13.8%
P.O. Box 396
Murray, Idaho 83874
Common Dale F. Miller(2) 350,200 16.1%
P.O. Box 396
Murray, Idaho 83874
Common Jeanne B. Miller(2) 350,090 16.1%
P.O. Box 142
Clark Fork, Idaho 83811
Common All Officers and
Directors as a
Group (3 persons) 1,000,915 46.2%
</TABLE>
(1) Based on 2,166,282 shares outstanding.
(2) Officer and Director of the Company.
The balance of the Company's securities are held by forty persons.
Submission page 12 of 50
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Item 5. Directors, Executive Officers, Promoters and Control Persons.
The directors and officers of the Company are as follows:
<TABLE>
Name Age Position
- ---- --- --------
<C> <S> <S>
Dale F. Miller 64 President, CEO, Director
David A. Miller 44 Vice President, Secretary,
Treasurer, Director
Jeannie B. Miller 61 Director
</TABLE>
The above listed officers and directors will serve until the next annual meeting
of the shareholders or until their death, resignation, retirement, removal, or
disqualification, or until their successors have been duly elected and
qualified. Vacancies in the existing Board of Directors are filled by majority
vote of the remaining Directors. Officers of the Company serve at the will of
the Board of Directors.
The Company does not presently intend to issue any additional stock to
management or promoters or their affiliates or associates in exchange for their
services or for any other consideration. However, f a business opportunity
is found which meet the criteria for the Company, incentive stock options
may be considered for management only by the Board of Directors, but
only under a strict set of criteria based upon the performance of the Company.
There are no agreements or understanding for any officer or director to resign
at the understanding of any other person and none of the officers or directors
are acting on behalf or will act at the direction of any other person.
Only the participation of the named officers and directors will be material to
the operations of the Company and no promoters exist who will act on behalf of
the Company.
Resumes
Dale F. Miller, President and Director. Mr. Miller has been engaged in the
creation of jewelry which he sells at the family owned gift store in Murray,
Idaho. Mr. Miller has no formal education but has spent considerable time in the
local entertainment business as a singer-songwriter. He has also engaged on a
limited basis in the prospecting and exploration of gold and other minerals in
the local area. Mr. Miller is married to Jeannie Miller and is David Miller's
father.
David A. Miller, Secretary/Treasurer and Director. Mr. Miller has owned and
operated the family gift store in Murray, Idaho for approximately eight years.
He has also been involved in the local mining, logging and building businesses
in recent years.
Jeannie B. Miller, Director. Ms. Miller has been engaged in the local area as a
singer-songwriter. Ms. Miller also operates her own antique business. Along
with her husband, Ms. Miller has also engaged in the local mining business.
Submission page 13 of 50
<PAGE>
Prior "Blank Check" Experience
Companies that Dale Miller has served as an officer and director:
1. Hall Mountain Silver Mines, Inc.
2. Kaniksu American Mining Company, Inc.
3. Alpine Silver, Inc.
4. Antelope Resources, Inc.
5. Kelly Mining, Inc.
Companies that Jeanne Miller has served as an officer and director:
1. Kaniksu American Mining Company, Inc.
2. Alpine Silver, Inc.
3. Antelope Resources, Inc.
4. Kelly Mining, Inc.
David Miller has not served as an officer or director of any "blank check"
companies.
Conflicts of Interest
Members of the Company's management are associated with other firms involved in
a range of business activities. Consequently, there are potential inherent
conflicts of interest in their acting as officers and directors of the Company.
Insofar as the officers and directors are engaged in other business activities,
management anticipates it will devote only a minor amount of time to the
Company's affairs.
The officers and directors of the Company are now and may in the future become
shareholders, officers or directors of other companies which may be formed for
the purpose of engaging in business activities similar to those conducted by the
Company.
Accordingly, additional direct conflicts of interest may arise in the future
with respect to such individuals acting on behalf of the Company or other
entities. Moreover, additional conflicts of interest may arise with respect to
opportunities which come to the attention of such individuals in the performance
of their duties or otherwise. The Company does not currently have a right of
first refusal pertaining to opportunities that come to management's
attention insofar as such opportunities may relate to the Company's proposed
business operations.
The officers and directors are, so long as they are officers or directors of the
Company, subject to the restriction that all opportunities contemplated by the
Company's plan of operation which come to their attention, either in the
performance of their duties or in any other manner, will be considered
opportunities of, and be made available to the Company and the companies that
they are affiliated with on an equal basis. A breach of this requirement will
be a breach of the fiduciary duties of the officer or director. If the Company
or the companies in which the officers and directors are affiliated with both
desire to take advantage of an opportunity, then said officers and directors
would abstain from negotiating and voting upon the opportunity. However, all
directors may still individually take advantage of opportunities if the Company
should decline to do so. Furthermore, no officer or director of the Company has
ever promoted, is promoting or will be promoting any other blank check company
during their tenure as an officer and director of the Company. Accordingly,
there presently exists no conflict of interest in this regard. Except as set
forth above, the Company has not adopted any other conflict of interest policy
with respect to such transactions.
Submission page 14 of 50
<PAGE>
Investment Company Act of 1940
Although the Company will be subject to regulation under the Securities Act of
1933 and the Securities Exchange Act of 1934, management believes the Company
will not be subject to regulation under the Investment Company Act of 1940
insofar as the Company will not be engaged in the business of investing or
trading in securities. In the event the Company engages in business
combinations which result in the Company holding passive investment interests
in a number of entities, the Company could be subject to regulation under the
Investment Company Act of 1940. In such event, the Company would be required
to register as an investment company and could be expected to incur significant
registration and compliance costs. The Company has obtained no formal
determination from the Securities and Exchange Commission as to the status of
the Company under the Investment Company Act of 1940 and, consequently,
any violation of such Act would subject the Company to material adverse
consequences. The Company's Board of Directors unanimously approved a
resolution stating that it is the Company's desire to be exempt from the
Investment Company Act of 1940 via Regulation 3a-2 thereto.
Item 6. Executive Compensation.
None of the Company's officers and/or directors receive any compensation for
their respective services rendered unto the Company, except for the issuance of
2,000,915 shares of common stock with a value of $10,004.00. They all have
agreed to act without compensation until authorized by the Board of Directors,
which is not expected to occur until the Company has generated revenues from
operations after consummation of a merger or acquisition. As of the date of
this Registration Statement, the Company has no funds available to pay
directors. Further, none of the directors are accruing any compensation
pursuant to any agreement with the Company and the Company does not intend to
issue any securities to its officers and/or directors in consideration for their
services.
It is possible that, after the Company successfully consummates a merger or
acquisition with an unaffiliated entity, that entity may desire to employ or
retain one or a number of members of the Company's management for the
purposes of providing services to the surviving entity, or otherwise provide
other compensation to such persons. However, the Company has adopted a
policy whereby the offer of any post-transaction remuneration to members
of management will not be a consideration in the Company's decision to
undertake any proposed transaction. Each member of management has agreed to
disclose to the Company's Board of Directors any discussions concerning possible
compensation to be paid to them by any entity which proposes to undertake a
transaction with the Company and further, to abstain from voting on such
transaction. Therefore, as a practical matter, if each member of the Company's
Board of Directors is offered compensation in any form from any prospective
merger or acquisition candidate, the proposed transaction will not be approved
by the Company's Board of Directors as a result of the inability of the Board to
affirmatively approve such a transaction.
It is possible that persons associated with management may refer a prospective
merger or acquisition candidate to the Company. In the event the Company
consummates a transaction with any entity referred by associates of management,
it is possible that such an associate will be compensated for their referral in
the form of a finder's fee. It is anticipated that this fee will be either in
the form of restricted common stock issued by the Company as part of the terms
Submission page 15 of 50
<PAGE>
of the proposed transaction, or will be in the form of cash consideration.
However, if such compensation is in the form of cash, such payment will be
tendered by the acquisition or merger candidate, because the Company has
insufficient cash available. The amount of such finder's fee cannot be
determined as of the date of this Registration Statement, but is expected to be
comparable to consideration normally paid in like transactions. No member of
management of the Company will receive any finders fee, either directly or
indirectly, as a result of their respective efforts to implement the Company's
business plan outlined herein.
No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by the Company for the benefit of its
employees.
Item 7. Certain Relationships and Related Transactions.
There have been no related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 404 of Regulation S-B.
Item 8. Description of Securities.
The Company's authorized capital stock consists of 100,000,000 shares, all of
which are Common Shares, par value $0.005 per share. There are 2,166,282 Common
Shares issued and outstanding as of the date of this filing. There are no
preferred shares authorized, issued or outstanding.
Common Stock. All shares of Common Stock have equal voting rights and, when
validly issued and outstanding, are entitled to one vote per share in all
matters to be voted upon by shareholders. The shares of Common Stock have no
preemptive, subscription, conversion or redemption rights and may be issued only
as fully-paid and non-assessable shares. Cumulative voting in the election of
directors is not permitted, which means that the holders of a majority
of the issued and outstanding shares of Common Stock represented at any
meeting at which a quorum is present will be able to elect the entire Board of
Directors if they so choose and, in such event, the holders of the remaining
shares of Common Stock will not be able to elect any directors. In the event of
liquidation of the Company, each shareholder is entitled to receive a
proportionate share of the Company's assets available for distribution to
shareholders after the payment of liabilities and after distribution in full
of preferential amounts, if any. All shares of the Company's Common Stock
issued and outstanding are fully-paid and non-assessable. Holders of the
Common Stock are entitled to share pro rata in dividends and distributions with
respect to the Common Stock, as may be declared by the Board of Directors
out of funds legally available therefor.
The proposed business activities described herein classify the Company as a
"blank check" company. Many states have enacted statutes, rules and regulations
limiting the sale of securities of "blank check" companies in their respective
jurisdictions.
Management does not intend to undertake any efforts to cause a market to develop
in the Company's securities until such time as the Company has successfully
implemented its business plan described herein.
Submission page 16 of 50
<PAGE>
PART II
Item 1. Market Price for Common Equity and Related Stockholder Matters.
There is no trading market for the Company's Common Stock at present and there
has been no trading market to date. Management has not undertaken any
discussions, preliminary or otherwise, with any prospective market maker
concerning the participation of such market maker in the aftermarket for the
Company's securities and management does not intend to initiate any such
discussions until such time as the Company has consummated a merger or
acquisition. There is no assurance that a trading market will ever develop or,
if such a market does develop, that it will continue.
a. Market Price. The Company's Common Stock is not quoted at the present
time.
The Securities and Exchange Commission adopted Rule 15g-9, which established the
definition of a "penny stock," for purposes relevant to the Company, as any
equity security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions.
For any transaction involving a penny stock, unless exempt, the rules require:
(i) that a broker or dealer approve a person's account for transactions in penny
stocks; and (ii) the broker or dealer receive from the investor a
written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a
person's account for transactions in penny stocks, the broker or dealer
must (i) obtain financial information and investment experience and
objectives of the person; and (ii) make a reasonable determination
that the transactions in penny stocks are suitable for that person and that
person has sufficient knowledge and experience in financial matters to
be capable of evaluating the risks of transactions in penny stocks. The
broker or dealer must also deliver, prior to any transaction in a
penny stock, a disclosure schedule prepared by the Commission relating
to the penny stock market, which, in highlight form, (i) sets forth the
basis on which the broker or dealer made the suitability determination;
and (ii) that the broker or dealer received a signed, written agreement from
the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stock in both public offering
and in secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.
The National Association of Securities Dealers, Inc. (the "NASD"), which
administers NASDAQ, has established criteria for continued NASDAQ eligibility.
In order to continue to be included on NASDAQ, a company must maintain
$2,000,000 in total assets, a $200,000 market value of its publicly traded
securities and $1,000,000 in total capital and surplus. In addition,
continued inclusion requires two market-makers and a minimum bid price of
$1.00 per share, provided, however, that if a company falls below such minimum
bid price it will remain eligible for continued inclusion on NASDAQ if the
market value of its publicly traded securities is at least $1,000,000 and the
Company has $2,000,000 in capital and surplus. The NASD is presently
considering increasing these standards, but as of the date of this Registration
Statement, no definitive action has been taken in this regard.
Submission page 17 of 50
<PAGE>
Management intends to strongly consider undertaking a transaction with any
merger or acquisition candidate which will allow the Company's securities to be
traded without the aforesaid limitations. However, there can be no assurances
that, upon a successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange, or be able to
maintain the maintenance criteria necessary to insure continued listing. The
failure of the Company to qualify its securities or to meet the relevant
maintenance criteria after such qualification in the future may result in the
discontinuance of the inclusion of the Company's securities on a national
exchange. In such events, trading, if any, in the Company's securities may then
continue in the non-NASDAQ over-the-counter market. As a result, a shareholder
may find it more difficult to dispose of, or to obtain accurate quotations as to
the market value of, the Company's securities.
b. Holders. There are Forty (40) holders of the Company's Common Stock.
From 1970 to 1984 the Company issued its common stock to various independent
contractors and employees for their services in exploring and assessing the
Company's 13 unpatented claims. Presently there are 2,166,282 shares of the
Company's common stock outstanding with 100,000,000 common shares authorized.
All of the issued and outstanding shares of the Company's Common Stock were
issued pursuant to exemption from the registration requirements included under
the predecessor to Rule 506 of Regulation D of the Securities Act of 1933, as
amended.
As of the date of this Registration Statement, 2,166,282 shares of the Company's
Common Stock are eligible for sale under Rule 144 promulgated under the
Securities Act of 1933, as amended, subject to certain limitations included in
said Rule. In general, under Rule 144, a person (or persons whose shares are
aggregated), who has satisfied a one-year holding period, under certain
circumstances, may sell within any three-month period, a number of shares which
does not exceed the greater of one percent of the then outstanding Common Stock
or the average weekly trading volume during the four calendar weeks prior to
such sale. Rule 144 also permits, under certain circumstances, the sale of
shares without any quantity limitation by a person who has satisfied a two-year
holding period and who is not, and has not been for the preceding three months,
an affiliate of the Company.
c. Dividends. The Company has not paid any dividends to date and has no
plans to do so in the immediate future.
Item 2. Legal Proceedings.
There is no litigation pending or threatened by or against the Company.
Item 3. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
The Company has only been audited by its current accountants and has no
disagreements with the findings of said accountants.
Item 4. Recent Sales of Unregistered Securities.
None.
Submission page 18 of 50
<PAGE>
Item 5. Indemnification of Directors and Officers.
The Company's By-Laws include provisions providing for the indemnification of
officers and directors and other persons against expenses, judgments, fines and
amounts paid in settlement in connection with threatened, pending or completed
suits or proceedings against such persons by reason of serving or having served
as officers, directors or in other capacities, except in relation to matters
with respect to which such persons shall be determined not to have acted
in good faith and in the best interests of the Company. With respect to matters
as to which the Company's officers and directors and others are determined
to be liable for misconduct or negligence, including gross negligence in the
performance of their duties to the Company, Nevada law provides for
indemnification only to the extent that the court in which the action or suit
is brought determines that such person is fairly and reasonably entitled to
indemnification for such expenses which the court deems proper.
Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to officers, directors or persons controlling the Company pursuant to
the foregoing, the Company has been informed that in the opinion of the U.S.
Securities and Exchange Commission such indemnification is against public policy
as expressed in the 1933 Act, and is therefore unenforceable.
In accordance with the laws of the State of Nevada, the Company's By-Laws
authorize indemnification of a director, officer, employee, or agent of the
Company for expenses incurred in connection with any action, suit, or proceeding
to which he or she is named a party by reason of his having acted or served in
such capacity, except for liabilities arising from his own misconduct or
negligence in performance of his or her duty. In
addition, even a director, officer, employee, or agent of the Company who was
found liable for misconduct or negligence in the performance of his or her duty
may obtain such indemnification if, in view of all the circumstances in the
case, a court of competent jurisdiction determines such person is fairly and
reasonably entitled to indemnification. Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended, may be
permitted to directors, officers, or persons controlling the issuing Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
PART F/S
Financial Statements.
The following financial statements are attached to this Registration Statement
and filed as a part thereof. See page 20.
1) Table of Contents - Financial Statements
2) Independent Auditors' Report
3) Balance Sheets
4) Statement of Revenues and Expenses
5) Statement of Cash Flows
6) Statement of Changes in Stockholders' Equity
7) Notes to Financial Statements
Submission page 19 of 50
<PAGE>
Cover page:
PLUME CREEK, INC
(A development stage company)
Financial Statements and
Independent Auditors' Report
December 31, 1998
Table of Contents page:
PLUME CREEK, INC (A development stage company)
Contents
Independent Auditors' Report 2
Financial Statements
Balance sheet 3
Statements of operations 4
Statements of stockholders' equity 5
Statements of cash flows 7
Notes to financial statements 8
Submission page 20 of 50
<PAGE>
INDEPENDENT AUDITORS' REPORT
Stockholders and Board of Directors
Plume Creek, Inc.
Murray, Idaho
We have audited the accompanying balance sheet of Plume Creek, Inc. (a
development stage company) as of December 31, 1998, and the related statements
of operations, stockholders' equity, and cash flows for the years ended December
31, 1998 and 1997, and for the period from March 25, 1970 (date of inception)
to December 31, 1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Plume Creek, Inc., as of
December 31, 1998, and the results of its operations and its cash flows for
the years ended December 31, 1998 and 1997, and for the period from March 25,
1970 (date of inception) to December 31, 1998, in accordance with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in notes 2 and 3 to the
financial statements, the Company is a development stage company with no
significant operating revenues to date which raises substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in note 3. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
LeMaster & Daniels, PLLC
January 6, 1999
(Except for the statutory merger
discussed in Note 1, for which the
date is July 23, 1999)
Submission page 21 of 50
<PAGE>
PLUME CREEK, INC.
(A development stage company)
Balance Sheets
<TABLE>
(Unaudited)
DECEMBER 31, JUNE 30,
1998 1999
------------ ------------
<S> <C> <C>
ASSETS
Cash $ 4,941 $ 3,298
============ ============
LIABILITIES $ - $ -
STOCKHOLDERS' EQUITY
Common stock, 100,000,000 shares
$.005 par value, authorized:
2,166,282 shares issued and
outstanding $ 10,831 $ 10,831
Additional paid-in capital 331,734 331,734
Deficit accumulated during the
development stage (337,624) (339,267)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 4,941 3,298
------------ ------------
$ 4,941 $ 3,298
============ ============
See accompanying notes to financial statements.
Submission page 22 of 50
<PAGE>
PLUME CREEK, INC.
(A development stage company)
Statements of Operations
</TABLE>
<TABLE>
Period from
March 25, 1970 Six months ended
Years Ended December 31, (Date of June 30, June 30,
------------------------ Inception) to 1998 1999
1998 1997 December 31, 1998 (Unaudited) (Unaudited)
----------- ----------- ----------------- ----------- ----------
<C> <S> <S> <S> <S> <S>
REVENUES $ - $ - $ - $ - $ -
EXPENSES 6,889 - 6,889 - 1,643
----------- ----------- ----------------- ----------- ----------
NET LOSS FROM
OPERATIONS (6,889) - (6,889) - (1,643)
LOSS FROM
DISCONTINUED
OPERATIONS - - (330,735) - -
----------- ----------- ----------------- ----------- ----------
NET LOSS $ (6,889) $ - $ (337,624) $ - $ (1,643)
=========== =========== ================= =========== ===========
HISTORICAL BASIC
AND DILUTED
LOSS PER SHARE $ (0.02) $ - $ (2.28) $ - -
=========== =========== ================= =========== ===========
HISTORICAL
WEIGHTED AVERAGE
SHARES
OUTSTANDING 437,026 165,367 148,325 165,367 2,166,282
=========== =========== ================= =========== ===========
</TABLE>
See accompanying notes to financial statements.
Submission page 23 of 50
<PAGE>
PLUME CREEK, INC.
(A development stage company)
Statements of Stockholders' Equity
Period from March 25, 1970 (Date of inception) to June 30, 1999
<TABLE>
Deficit
Accumulated
Additional During the
Common Paid-in Development
Stock Capital Stage Total
--------- ---------- ------------ ----------
<S> <C> <C> <C> <C>
At Inception, March 25, 1970 $ - $ - $ - $ -
Add (Deduct)
1970 - 75,000 shares issued
for mining rights for $2.00
per share 375 149,625 - 150,000
1970 - 9,172 shares issued
for services for $2.00
per share 46 18,299 - 18,345
1972 - 11,350 shares issued
for services for $2.00
per share 57 22,643 - 22,700
1973 - 8,745 shares issued
for services for $2.00
per share 44 17,446 - 17,490
1974 - 7,550 shares issued
for services for $2.00
per share 38 15,062 - 15,100
1975 - 3,000 shares issued
for services for $2.00
per share 15 5,985 - 6,000
1976 - 3,000 shares issued
for services for $2.00
per share 15 5,985 - 6,000
1977 - 3,000 shares issued
for services for $2.00
per share 15 5,985 - 6,000
1978 - 4,200 shares issued
for services for $2.00
per share 21 8,379 - 8,400
1979 - 6,350 shares issued
for services for $2.00
per share 32 12,668 - 12,700
1981 - 2,500 shares issued
for services for $2.00
per share 12 4,988 - 5,000
1983 - 1,500 shares issued
for services for $2.00
per share 7 2,993 - 3,000
1984 - 5,000 shares issued
for services for $2.00
per share 25 9,975 - 10,000
1987 - 25,000 shares issued
for services for $2.00
per share 125 49,875 - 50,000
Net loss from inception
through December 31, 1996 - - (330,735) (330,735)
--------- ---------- ------------ ----------
Balances, December 31, 1996 827 329,908 (330,735) -
</TABLE>
<PAGE>
PLUME CREEK, INC.
(A development stage company)
Statements of Stockholders' Equity
Period from March 25, 1970 (Date of inception) to June 30, 1999
<TABLE>
Deficit
Accumulated
Additional During the
Common Paid-in Development
Stock Capital Stage Total
--------- ---------- ------------ ----------
<S> <C> <C> <C> <C>
Balance forward 827 329,908 (330,735) -
Deduct:
Net loss for the year ended
December 31, 1997 - - - -
--------- ---------- ------------ ----------
Balances December 31, 1997 827 329,908 (330,735) -
Add (Deduct)
915 shares issued
for services for $2.00
per share, on July 15, 1998 4 1,826 - 1,830
1,000,000 shares issued
for services for $.005 per share
on October 20, 1998 5,000 - - 5,000
1,000,000 shares issued
for services for $.005 per share
on December 8, 1998 5,000 - - 5,000
Net loss for the year ended
December 31, 1998 - - (6,889) (6,889)
--------- ---------- ------------ ----------
Balances, December 31, 1998 10,831 331,734 (337,624) 4,941
--------- ---------- ------------ ----------
Add (Deduct):
Net loss for the six months
Ended June 30, 1999
(Unaudited) - - (1,643) (1,643)
--------- ---------- ------------ ----------
Balances, June 30, 1999,
(Unaudited) 10,831 $ 331,734 $ (339,267) $ 3,298
========= ========== ============ ==========
</TABLE>
See accompanying financial statements.
Submission page 25 of 50
<PAGE>
PLUME CREEK, INC.
(A development stage company)
Statements of Cash Flows
<TABLE>
Period from
March 25, 1970 Six months ended
Years Ended December 31, (Date of June 30, June 30,
------------------------ Inception) to 1998 1999
1998 1997 December 31, 1998 (Unaudited) (Unaudited)
----------- ----------- ----------------- ----------- ----------
<C> <S> <S> <S> <S> <S>
Increase (Decrease)
In Cash
CASH FLOWS FROM
OPERATING
ACTIVITIES:
Net Loss $ (6,889) $ - $ (337,624) $ - $ (1,643)
Adjustments to
reconcile net
loss to net
cash provided
by operating
activities:
Issuance of
common stock
for services
rendered and
claims 6,830 - 337,565 - -
----------- ----------- ----------------- ----------- ----------
Net cash used in
Operating
Activities (59) - (59) - (1,643)
CASH FLOWS FROM
FINANCING
ACTIVITIES:
Common stock
issued 5,000 - 5,000 - -
----------- ----------- ----------------- ----------- ----------
Net Increase
(Decrease)
in Cash 4,941 - 4,941 - (1,643)
Cash, beginning
of period - - - - 4,941
----------- ----------- ----------------- ----------- ----------
Cash, end of Year/
Period $ 4,941 $ - $ 4,941 $ - $ 3,298
=========== =========== ================= =========== ==========
</TABLE>
See accompanying financial statements.
Submission page 26 of 50
<PAGE>
PLUME CREEK, INC.
(A development stage company)
NOTES TO FINANCIAL STATEMENTS (Information relating to the six months
ended June 30, 1999 and 1998 is unaudited.)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Company - The Company was incorporated in Idaho on March 25, 1970, as Plume
Creek Silver Mines, Inc., a mining exploration company. In 1998, the Company
changed its name to Plume Creek, Inc. In June 1999, the Company effected a
statutory merger with a newly formed Nevada corporation. The only effect of the
merger is to change the Company's domicile from Idaho to Nevada. The
accompanying financial statements reflect the activities of the Company from its
inception through December 31, 1998. The Company operates on a fiscal year
ending December 31.
Stock split - In December 1998, the Company approved an amendment to its
Articles of Incorporation increasing the authorized number of common shares from
5,000,000 shares to 100,000,000 shares and changing the par value from $.10 to
$.005 per share. In addition, the Company declared a reverse stock split of
one share for each 20 shares outstanding at December 15, 1998. All references
in the accompanying financial statements to authorized and outstanding shares
reflect the amendment and stock split.
Income taxes - The Company uses the liability method of accounting for income
taxes, whereby deferred income becomes taxes are provided on items recognized
for financial reporting purposes over different periods than for income tax
purposes. Valuation allowances are provided when the expected realization of
tax assets does not meet a more likely than not criteria.
As of December 31, 1998, all significant net operating loss carryforwards for
federal income tax purposes had expired.
Use of estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Unaudited interim financial data - The unaudited financial statements as of June
30, 1999, and for the six months ended June 30, 1998 and 1999 have been prepared
on the same basis as the audited financial statements and, in the opinion of
management, include all adjustments necessary to present fairly the information
set forth within, in accordance with generally accepted accounting principles.
The Company believes that the results of operations for the six months ended
June 30, 1999 are not necessarily indicative of the results to be expected from
future periods.
Loss per share - The Company calculates loss per share in accordance with SFAS
No. 128. "Computation of Earnings Per Share" and SEC Staff Accounting Bulletin
No. 96. Accordingly, basic earnings per share is computed using the weighted
Average number of common and dilutive common equivalent shares outstanding
during the period. Common equivalent shares are excluded from the calculation
if their effect is anti-dilutive. The Company had no common equivalent shares
for the periods presented.
Submission page 27 of 50
<PAGE>
PLUME CREEK, INC.
(A development stage company)
NOTES TO FINANCIAL STATEMENTS (Information relating to the six months
ended June 30, 1999 and 1998 is unaudited.)
NOTE 2 - DEVELOPMENT STAGE OPERATIONS
The Company was formed in 1970 and obtained certain mining claims and rights.
Those rights were subsequently abandoned and the Company has conducted no
business since 1985. The Company has never generated any revenue in its
history. The Company is currently reorganizing its capital structure and is
pursuing registration as a public company. The Company's ability to continue in
business is dependent upon obtaining sufficient financing or attaining future
profitable operations.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company as not established revenues sufficient to cover its
operating costs and allow it to continue as a going concern. The Company is
seeking a merger with an existing, operating company. In the interim,
management is committed to covering all operating and other costs until a merger
is completed.
PART III
Item 1. Exhibit Index
No. Sequential
Page No.
(3) Certificate of Incorporation and Bylaws
3.1 Certificate of Incorporation and
Amendments Thereto, Articles of Merger 29
3.2 Bylaws 45
(27) Financial Data Schedule
27.1 Financial Data Schedule 51
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Registration Statement to be signed on
its behalf by the
undersigned, thereunto duly authorized.
PLUME CREEK, INC.
(Registrant)
Date: July 29, 1999 /s/Dale F. Miller
------------------------------
Dale F. Miller, President
(Seal of the State of Nevada)
CORPORATE CHARTER
- -----------------
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that Plume Creek, Inc did on April 9, 1999, file in this office
the original Articles of Incorporation, that said Articles are now on file and
of record in the office of the Secretary of State of the State of Nevada, and
further, that said Articles contain all the provisions required by law in said
State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of
State, at my office, in Carson City, Nevada, on April 12, 1999
/s/ Dean Heller, Secretary of State
By: /s/ Marianne Lockyer, Certification Clerk
(Seal of the State of Nevada)
CERTIFICATE OF EXISTENCE WITH STATUS IN GOOD STANDING
- -----------------------------------------------------
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that I am, by the laws of said State, the custodian of the
records relating to filings by corporations, limited-liability companies,
limited partnerships, and limited-liability partnerships pursuant to Title 7 of
the Nevada Revised Statutes which are either presently in a status of good
standing or were in good standing for a time period subsequent of 1976 and am
the proper officer to execute this certificate.
I further certify that the records of the Nevada Secretary of State, at the date
of this certificate, evidence Plume Creek, Inc, as a corporation duly organized
under the laws of Nevada and existing under and by virtue of the laws of the
State of Nevada since April 9, 1999, and is in good standing with this state.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of
State, at my office, in Carson City, Nevada, on April 16, 1999
/s/ Dean Heller, Secretary of State
By: /s/ Marianne Lockyer, Certification Clerk
Submission page 29 of 50
<PAGE>
Form of the State of Nevada bearing the name of Dean Heller, Secretary of State
and the State Seal. Stamped FILED #C8731-99, dated April 9, 1999.
ARTICLES OF INCORPORATION (Pursuant to NRS 78)
1. Name of Corporation: Plume Creek, Inc.
2. Resident Agent Name
and Street Address: Resident Agents of Nevada, Inc.
711 S. Carson Street, Carson City, Nevada 89701
3. Shares: Number of shares with par value: 25,000,000
Par value: .001
4. Governing Board: The first Board of Directors/Trustees shall consist
of 1 members whose names and addresses are as follows:
David A. Miller PO Box 396 Murray Idaho, 83574
5. Purpose: Any legal
6. Other matters:
7. Names, Addresses and
Signatures of
Incorporators: David A. Miller PO Box 396 Murray Idaho, 83574
As Incorporator of Plume Creek, Inc.
/s/ David A Miller
Notary: This instrument was acknowledged before me on April 7,
1999
By David A Miller as incorporator of Plume Creek, Inc.
(Seal of Notary Public)
/s/ Marlene R. Martin
Certificate of
Acceptance of
Appointment of
Resident Agent: Resident Agents of Nevada, Inc hereby accept appointment
As Resident Agent for the above named Corporation.
/s/ Patricia A. Bozin, April 9, 1999
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT
IN THE MATTER OF: PLUME CREEK, INC.
Resident Agents of Nevada, Inc., with address of 711 S. Carson, Carson
City, Nevada 89701, hereby accepts the appointment as Resident Agent of the
above entitled entity in accordance with NRS 78.090 and NRS 86.151.
Furthermore, that the mailing address for the above registered office is as
set forth above.
IN WITNESS WHEREOF, I hereunto set my hand on April 9. 1999.
/s/ Patricia A. Bozin
Resident Agents of Nevada, Inc.
Resident Agent.
FILED #C8731-99, dated April 9, 1999.
Submission page 30 of 50
(PAGE)
ARTICLES OF INCORPORATION OF PLUME CREEK, INC.
KNOW ALL MEN BY THESE PRESENTS:
That we the undersigned full aged citizens and residents of the United
States of America, have this day voluntarily associated ourselves for the
purpose of forming a corporation under the laws of the State of Nevada, and to
that end we do hereby certify:
ARTICLE I
That the name of this corporation shall be and is: PLUME CREEK, INC.
ARTICLE II
That the period of existence and duration of the life of this corporation shall
be perpetual
ARTICLE III
That the location of the principal office of this corporation, subject to change
by the Board of Directors shall be at Murray, Idaho, with the right in the
corporation, however, to establish branch offices elsewhere in the United States
of America, or in foreign countries at such places as the Board of Directors may
direct. Meetings of the stockholders or directors, either regular or special
may be called and held at any place without he State of Idaho and within the
united States as the By-laws from time to time provide.
ARTICLE IV
PURPOSES: That the purpose of the corporation is to engage in and or all lawful
business for which corporation may be incorporated under the Nevada Business
Corporation Act.
ARTICLE V
That the authorized capital of this corporation shall consist of Twenty Five
Thousand ($25,000.00) dollars, divided into Twenty Five Million (25,00,000)
shares of the par value 1/10 cent ($0.001) each, and which stock shall be
non-assessable.
ARTICLE VI
That the management and affairs of the corporation shall be vested in and
conducted by a Board of Directors, which shall consist of not less than one (1
or more than seven (7) persons, provided, however, that the number of directors
on said Board may be increased or decreased by a majority resolution of said
Board, but in no event shall the Board have less than one (1) member; such Board
of Directors shall be elected at the annual meeting of the stockholders, and
such directors shall hold office for one (1) year, or until their respective
successors are elected or qualified. Until the first annual meeting and until
their successors are elected and qualified, unless the number of directors shall
be increased in the interim, the following named persons shall constitute the
Board of Directors, to-wit:
Name Address
David A Miller Box 396, Murray Idaho, 83874
Submission page 31 of 50
<PAGE>
The Board of Directors shall elect annually immediately following the annual
meeting of the stockholders, a president, one or more vice-presidents, a
secretary and a treasurer of this corporation. The officers so elected shall
hold office for a period of one (1) year, or until their successors are elected
and qualified. Only the president and vice-president need be a member of the
Board of Directors of the corporation.
ARTICLE VII
That in addition to the power conferred by statute upon the shareholders to
amend repeal or adopt By-Laws, the By-Laws of this corporation may be amended or
repealed and new By-Laws adopted by a majority of the directors of this
corporation, provided, however, that the Board of Directors shall not make or
alter any By-Laws fixing their qualifications, classifications, term of office
or compensation.
ARTICLE VIII
That the preemptive rights, otherwise provided for by statute, shall not attach
to any of the shares of stock of this corporation and none of said shares shall
be subject thereto for any reason.
ARTICLE IX
That the names and post office addresses of each of the incorporators of this
corporation and the number of shares of stock actually subscribed and paid for
by each thereof is as follows:
Name Address No. of Shares
Subscribed
and
Paid For
David A Miller Box 396, Murray Idaho, 83874 1
IN WITNESS WHEREOF, we have hereunto set our hands and seals on this 9th day of
April, 1999.
/s/ David A. Miller
STATE OF IDAHO )
)ss.
County of Shoshone)
On this 7th day of April, 1999, before me, the undersigned Notary Public,
personally appeared DAVID A MILLER, known to me to be the same person whose name
is subscribed to the within instrument as Incorporator, and he duly acknowledges
to me that executed the same freely and voluntarily for the uses and purposes
therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at
Osborn, Idaho, the day and year in this Certificate first above written.
Seal of Notary Public
/s/ Marlene R. Martin
Residing at: Kellogg
Commission expires: 9-28-2004
Submission page 32 of 50
<PAGE>
Certificate of Amendment of Articles of Incorporation
(Before payment of Capital or Issuance of Stock)
David A Miller (name of incorporator or director) and __________________ (name
of incorporator or director) certify that:
1. They constitute at least two-thirds of the original incorporators or of the
directors of Plume Creek, Inc, a Nevada Corporation.
2. The original Articles were filed in the Office of the Secretary of State on
April 9, 1999.
3. As of the date of this certificate, no stock of the corporation has been
issued.
4. They hereby adopt the following amendments to the articles of incorporation
of this corporation.
Article 3 is amended to read as follows:
3. Shares:
(No. of shares corporation Number of Shares
authorized to issue) with par value: 100,000,000
Number of Shares without par value: 0
/s/ David A. Miller
Filed in the office of the Secretary of State of the State of Nevada on June 16,
1999. No. C8731-99, /s/ Dean Heller, Secretary of State
State of Idaho )
)ss.
County of Shoshone )
On June 9, 1999, personally appeared before me, a Notary Public, David A.
Miller, who acknowledged that they executed the above instrument.
/s/ WC Rymer, Notary
Submission page 33 of 50
<PAGE>
ARTICLES OF MERGER
1. NAME AND JURISDICTION OF ORGANIZATION OF MERGING CONSTITUENT ENTITIES:
Plume Creek, Inc. An Idaho Corporation
PO Box 396
6352 Pritchard Creek Rd.
Murray, Id. 83874
Plume Creek, Inc. A Nevada Corporation
PO Box 396
6352 Pritchard Creek Rd.
Murray, Id. 83874
SURVIVING ENTITY:
Plume Creek, Inc. A Nevada, Domestic, For Profit Corporation
PO Box 396
6352 Pritchard Creek Rd.
Murray, Id. 83874
RESIDENT AGENT:
Resident Agents of Nevada
711 S. Carson St.
Carson City, Nv. 89701
2. A PLAN OF MERGER HAS BEEN FORMED AND ADOPTED BY EACH CONSTITUENT ENTITY.
PLEASE NOTE: COMPLETE EXECUTED PLAN OF MERGER IS ON FILE AT THE REGISTERED
OFFICE, PLUME CREEK, INC. PO BOX 396, MURRAY, ID. 83874,
PH. 208-682-4739, AND IS AVAILABLE ON REQUEST, WITHOUT COST TO ANY OWNER OF
ANY ENTITY WHICH IS A PARTY TO THE MERGER.
3. PLUME CREEK, INC. (AN IDAHO CORPORATION)
PLAN OF MERGER WAS ADOPTED BY A VOTE OF THE SHAREHOLDERS.
On April 15, 1999 a Special Meeting of the Board of Directors of Plume Creek,
Inc., an Idaho Corporation, was held. The purpose of the meeting was to
discuss and vote upon a plan of merger with a newly formed Nevada corporation.
The sole purpose of the merger is to effect a change of domicile for the
corporation from the State of Idaho to the State of Nevada.
The Board of Directors agreed upon the plan of merger subject to ratification by
the shareholders.
April 22, 1999, Notice of Special Meeting in Lieu of Annual Meeting of
Shareholders mailed to all shareholders.
Submission page 34 of 50
<PAGE>
May 3, 1999, Special Meeting in Lieu of Annual Meeting of Shareholders held.
Shareholders vote FOR plan of merger.
---
Shares entitled to vote 2,166,282
Shares voting for plan of merger 2,061,410 95.000 %
Shares voting against plan of merger 20,200 0.009 %
Shares not participating 84,672 0.039 %
4. PLUME CREEK, INC. (A NEVADA CORPORATION)
PLAN OF MERGER WAS ADOPTED BY UNANIMOUS CONSENT OF THE OWNERS.
Plume Creek, Inc. (a Nevada Corporation) has only 1 Officer and Director, David
A. Miller, President / Director and no stockholders, please note that:
I, David A. Miller hereby approve the plan of merger as proposed.
/s/ David A Miller
David A. Miller, President/Director
5. TERMS AND CONDITIONS OF THE MERGER:
The surviving entity, Plume Creek, Inc. (a Nevada Corporation) will acquire all
outstanding owner's interests of Plume Creek, Inc. (an Idaho Corporation).
Each stockholder of Plume Creek, Inc. (an Idaho Corporation) whose shares were
outstanding immediately before the effective date of the merger will hold the
same number of shares, with identical designations, preferences, limitations and
relative rights immediately after the merger.
The undersigned President of the Corporation hereby declares that the
foregoing Articles of Merger are true and correct to the best of his knowledge
and belief.
/s/ David A. Miller
David A. Miller, President
Plume Creek, Inc.
/s/ David A. Miller
David A. Miller, Secretary
Plume Creek, Inc.
STATE OF Idaho )
)ss:
COUNTY OF Bonner )
On this 15th day of May, 1999, before me, the undersigned, a
Notary Public, in and for said State of Idaho, personally appeared DAVID A.
MILLER who first being duly sworn, did hereby affirm that he is the President of
Plume Creek, Inc. a Nevada Corporation, and that he did execute the foregoing
Articles of Merger on behalf of said Corporation.
/s/ Linda V. Reed
NOTARY PUBLIC
Residing at: Clark Fork, Idaho
My Commission Expires: 2-20-2003
Submission page 35 of 50
<PAGE>
STATE OF Idaho )
)ss:
COUNTY OF Bonner )
On this 15th day of May, 1999, before me, the undersigned, a
Notary Public, in and for said State of Idaho, personally appeared DAVID A.
MILLER who first being duly sworn, did hereby affirm that he is the President of
Plume Creek, Inc. a Nevada Corporation, and that he did execute the foregoing
Articles of Merger on behalf of said Corporation.
/s/ Linda V. Reed
NOTARY PUBLIC
Residing at: Clark Fork, Idaho
My Commission Expires: 2-20-2003
State of Nevada, Department of Taxation
(Seal of the State of Nevada)
Plume Creek, Inc.
P.O. Box 396
Murray ID 83874
In accordance with title 32 of Nevada revised statutes, pursuant to proper
application duly filed and payment of appropriate prescribed fees/security, the
above named is hereby granted the following listed permit, license or
certificate for business activities conducted within the State of Nevada.
Permit, Certificate or License Registration # Date of Issue
Business Tax Corporation 513256500 4/12/99
The above listed permit, license and/or certificate, shall be considered valid
unless canceled, suspended or revoked for good cause, in accordance with Title
32.
This document is not transferable, and IS NOT issued in lieu of any locally
required business license, permit or registration.
POST IN CONSPICUOUS PLACE
Submission page 36 of 50
<PAGE>
ARTICLES OF INCORPORATION OF PLUME CREEK SILVER MINES, INC.
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned full aged citizens and residents of the United States
of America, have this day voluntarily associated ourselves for the purpose of
forming a corporation under the laws of the State of Idaho, and to that end we
do hereby certify:
FIRST: That the name of this corporation shall be and is "PLUME CREEK SILVER
MINES, INC."
SECOND: That this corporation shall have perpetual existence.
THIRD: That the location of the principal office of this corporation, subject
to change by the Board of Directors shall be at Clark Fork, Idaho, with the
right in the corporation, however, to establish branch offices elsewhere in the
United States of America, or in foreign countries at such places as its Board of
Directors may direct. Meetings of the stockholders or directors, either regular
or special may be called and held at any place without the State of Idaho, and
within the United States as the By-Laws from time to time provide.
FOURTH: That the purpose for which this corporation is formed and the nature of
the objects proposed to be transacted and carried on by it are:
(a) To search for, prospect and explore for ores, minerals, gas and oil, and to
locate and hold mining claims, grounds, lodes, placers, or other mineral
deposits in the United States of America, or the territories thereof, or in
foreign countries, and to record the same pursuant to the mining laws of the
said United States, the several states or territories thereof, or in foreign
countries, and to record the same pursuant to the mining laws of the said United
States, the several states or territories thereof, or other countries; to
purchase acquire, own, enter, lease and rent mines, mining claims and mineral
lands of every kind, nature and description; also, to purchase, acquire, own,
lease or rent millsites, water rights, or timber lands, real estate, terminal
facilities and other easements; to mine, explore, work and develop mining
grounds of every type, nature or description, either for itself, or for other
corporations or individuals upon such terms and remuneration, as it shall deem
fit and proper, to mill, process, treat, smelt, refine or otherwise prepare for
market, and to market ores, metals and mineral substances of all kinds and the
products and by-products thereof, and to do such other actions and things
necessary or conducive to the objects of the corporation, including the erection
of buildings or works or facilities and the installations of machinery and
appliances of every nature and description whenever required.
To buy, sell, manufacture and deal in minerals, plants, machinery, tools,
implements, conveniences, provisions and things capable of being used in
connection with mining operations or required by workmen and others employed by
the corporation; to construct, acquire and use other buildings or works,
factories and conveniences which may be necessary, directly or indirectly, in
connection with any of the objects of the corporation, and to contribute
thereto, subsidize or otherwise aid or take part in any such operations an also
to do any other actions and things relating to mining.
Submission page 37 of 50
<PAGE>
(b) To have succession by its corporate name, perpetually or until dissolved
and its affairs wound up according to law.
(c) To sue and be sued in any court of law or equity.
(d) To make contracts and to adopt and use a common seal and alter the same at
pleasure.
(e) To hold, purchase and convey real and personal estate, and to mortgage or
lease any such real and personal estate with its franchises, the power to hold
real and personal estate shall include the power to take the same by devise or
bequest in this State, or in any other State, territory or country.
(f) To appoint such officers and agents as the affairs of the corporation shall
require, and to allow them suitable compensation.
(g) To make By-Laws not inconsistent with the Constitution or laws of the
United States, or of this State, for the management, regulation and government
of its affairs and property, the transfer of its stock, the transaction of its
business and the calling and holding of meeting of its directors and
stockholders.
(h) To wind up and dissolve in the manner provided by law.
(i) To borrow money and contract debts, when necessary for the transaction of
it's business, of or for the exercise of its corporate rights, privileges or
franchises, or for any other lawful purposes of its incorporation; to issue
bonds, promissory notes, bills of exchange, debentures and other obligations and
evidences of indebtedness, payable at specified time or times, or payable upon
the happenings of a specified event or events, whether secured by mortgage,
pledge or otherwise, or unsecured, for money borrowed, or in payment for
property purchased or acquired, or for any other lawful intent to issue, sell
and dispose of certificates of investment or participation certificates,
upon such terms and under such conditions as may be authorized by law.
(j) To guarantee, purchases, hold sell, assign, transfer, mortgage, pledge or
otherwise dispose of the shares of the capital stock of or any bonds, securities
or evidences of indebtedness created by any other corporation or corporations of
this State, or any other State or government, and while the owner of such stock,
to exercise all the rights, powers and privileges of ownership, including the
right to vote thereon.
(k) To purchase, hold, sell and transfer shares of its own capital stock, and
use therefor, its surplus, or other property or funds, provided that the
corporation shall not use its funs or property for the purchase of its own
shares of capital stock when such use would cause any impairment of the capital
of the corporation; and, provided further, that shares of its own capital stock
belonging to the corporation shall not be voted upon, directly or indirectly,
nor counted as outstanding, for the purpose of computing any stockholders'
quorum vote.
(l) To conduct business, have one or more offices, and hold, purchase, mortgage
and convey real and personal property in this State, and in any of the several
states, territories possessions and dependencies of the United States, District
of Columbia, and any foreign countries.
Submission page 38 of 50
<PAGE>
(m) To do all and everything necessary and proper for the accomplishment of any
amendment thereof, or necessary or incidental to the protection and benefits of
the corporation, and, in general, to carry on any lawful business necessary or
incidental to the attainment of the objects of the corporation, whether or not
such business is similar in nature to the objects set forth in these Articles of
Incorporation or any amendments thereof.
FOURTH: The authorized capital of this corporation shall consist of Five
Hundred Thousand ($500,000) dollars, divided into Five Million (5,000,000)
shares of one-class stock of the par value of Ten (10) cents each, and wich
stock shall be non-assessable.
FIFTH: The period of existence and duration of the life of this corporation
shall be perpetual.
SIXTH: The management and affairs of the corporation shall be vested in and
conducted by a Board of Directors, which shall consist of not less than three
(3) and not more than seven (7) persons, provided, however, that the number of
directors on said Board may be increased or decreased by a majority resolution
of said Board, but in no event shall the Board have less than three (3) members;
such Board of Directors shall be elected at the annual meeting of the
stockholders, and such directors shall hold office for one (1) year, or until
their respective successors are elected and qualified. Until the first annual
meeting and until their successors are elected and qualified, and unless the
number of directors shall be increased in the interim, the following named
persons shall constitute the Board of Directors, to-wit:
NAME ADDRESS
Roy Anderson Box 162, Clark Fork, Idaho, 83811
Evelyn Anderson Box 162, Clark Fork, Idaho, 83811
Paul Gabriel Box 11, Clark Fork, Idaho, 83811
The Board of Directors shall have power to fill vacancies in their number.
The said Board of Directors shall elect annually immediately following the
annual meeting of stockholders, a president, one or more vice presidents, a
secretary and a treasurer of this corporation. Said last two offices may be
combined in the same person. The officers so elected shall hold office for a
period of one (1) year, or until their successors are elected and qualified.
Only the president and vice president need be a member of the Board of Directors
of this corporation.
SEVENTH: In addition to the power conferred by statute upon the shareholders to
amend, repeal or adopt By-Laws, the By-Laws of this corporation may be amended
or repealed and new By-Laws adopted by a majority of the directors of this
corporation, provided, however, that the Board of Directors shall not make or
alter any By-Laws fixing their qualifications, classifications, term of office
or compensation.
EIGHTH: The preemptive rights, otherwise provided for by statute, shall not
attach to any of the shares of stock of this corporation and none of said shares
shall be subject thereto for any reason.
NINTH: That the names and post office addresses of each of the incorporators of
this corporation and then number of shares of stock actually subscribed and paid
for by each thereof is as follows:
Submission page 39 of 50
<PAGE>
NAME ADDRESS Number of Shares
Subscribed and Paid for
Roy Anderson Box 162, Clark Fork, Idaho, 83811 10
Evelyn Anderson Box 162, Clark Fork, Idaho, 83811 10
Paul Gabriel Box 11, Clark Fork, Idaho, 83811 10
IN WITNESS WHEREOF, we have hereunto set our hands and seals on this 24th day
of March, 1970.
/s/ Evelyn Anderson
/s/ Roy Anderson
/s/ Paul Gabriel
STATE OF IDAHO )
) ss
County of Kootenai)
On this 24th day of March, 1970, before me, the undersigned Notary Public,
personally appeared ROY ANDERSON, EVELYN ANDERSON and PAUL GABRIEL, known to me
to be the same persons whose names are subscribed to the within instrument as
Incorporators, and they duly acknowledge to me that they executed the same
freely and voluntarily for the uses and purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official Seal at
Coeur d' Alene, Idaho, the day and year in this Certificate first above written.
/s/ Edna G. Almas
Notary Public in and for the State of Idaho, residing at Coeur d'Alene, Idaho.
My commission expires 12-3-73
AFFIDAVIT OF NON-PRODUCTIVE STATUS
STATE OF IDAHO )
) ss
County of Kootenai)
H.S. Anderson, being duly sworn, on oath, deposes and says:
That he is the attorney for PLUME CREEK SILVER MINES, INC., which corporation is
in the process of being organized under the laws of the State of Idaho; that
said corporation is strictly a mining corporation and is non-productive at this
time; that this Affidavit is made for the purposes of exempting said corporation
from the payment of any annual license tax at this time.
/s/ H.S. Anderson
Subscribed and sworn before me on this 24th day of March, 1970.
/s/ Edna G. Almas
Notary Public in and for the State of Idaho, residing at Coeur d'Alene, Idaho.
My commission expires 12-3-73
Submission page 40 of 50
<PAGE>
Copy of receipt for fees paid, No 42123, stating that
PLUME CREEK SILVER MINES, INC, of the address of Clark Fork Idaho, a company
with perpetual existence and Capital Stock of 5,000,000, paid fees totaling
$111.20 on March 24, 1970 at 8 am. Witnessed by a corporation clerk, filed by
Herbert Anderson.
Submission page 41 of 50
<PAGE>
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF PLUME CREEK, INC.
THE UNDERSIGNED President of Plume Creek, Inc., an Idaho Corporation, pursuant
to the provisions of Section 30-1-61 or the Idaho Business Corporation Act, for
the purpose of amending the Articles of Incorporation of said Corporation,
hereby certifies as follows:
That the shareholders of said Corporation at it's Special Meeting in Lieu of
Annual Meeting of Shareholders duly convened and held on the 20th day of
October, 1998, adopted resolutions to amend the Articles of Incorporation of the
Corporation as follows:
(1) FIRST Article shall be amended to read as follows:
FIRST: That the name of this corporation shall be and is: PLUME CREEK, INC.
(2) THIRD Article shall be amended to read as follows:
THIRD: That the location and principal office of this corporation, subject to
change by the Board of Directors shall be at Murray, Idaho, with the right in
the corporation, however to establish branch offices elsewhere in the United
States of America, or in foreign countries at such places as its Board of
Directors may direct. Meetings of the stockholders or directors, either
regular or special may be called and held at any place without the State of
Idaho, and within the United States as the By-Laws from time to time provide.
(3) FOURTH Article shall be amended to read as follows:
FOURTH: The authorized capital of this corporation shall consist of Five
Hundred Thousand ($500,000.00) Dollars, divided into One Hundred Million
(100,000,000) shares of one-class stock of the par value of 1/2 cent ($0.005)
each, and which stock shall be non-assessable.
(4) SIXTH Article shall be amended to read as follows:
SIXTH: The management and affairs of the corporation shall be vested in and
conducted by a Board of Directors, which shall consist of not less than three
(3) and not more than seven (7) persons, provided, however, that the number of
directors on said Board may be increased or decreased by a majority resolution
of said Board, but in no event shall the Board have less than three (3) members;
such Board of Directors shall be elected at the annual meeting of the
stockholders, and such directors shall hold office for one (1) year, or until
their respective successors are elected and qualified. Until the first annual
meeting and until their successors are elected and qualified, and unless the
number of directors shall be increased in the interim, the following named
persons shall constitute the Board of Directors, to-wit:
NAME ADDRESS
Dale F. Miller Box 142, Clark Fork, Idaho 83811
David A. Miller Box 396, Murray, Idaho 83874
Jeanne B. Miller Box 142, Clark Fork, Idaho 83811
Submission page 42 of 50
<PAGE>
The said Board of Directors shall elect annually immediately following the
annual meeting of stockholders, a president, one or more vice presidents, a
secretary and a treasurer of this corporation. Said last two offices may be
combined in the same person. The officers so elected shall hold office for a
period of one (1) year, or until their successors are elected and qualified.
Only the president and vice president need be a member of the Board of Directors
of this corporation.
The foregoing amendments to the Articles of Incorporation were duly adopted by
the shareholders of the Corporation on the 20th day of October, 1998.
At the date of the Meeting of the Shareholders, the number of shares of the
Corporation's common stock outstanding and entitled to vote on the foregoing
amendments to the Articles of Incorporation were three million, three-hundred
twenty-five thousand, six hundred fifty two (3,325,652).
A total of 2,784,252 voted FOR amendment (1) (representing approximately 83.7%
of the issued and outstanding shares of the Corporation) and 61,300 shares voted
AGAINST amendment (1) (representing approximately 1.8% of the issued and
outstanding shares of the Corporation).
A total of 2,784,252 voted FOR amendment (2) (representing approximately 83.7%
of the issued and outstanding shares of the Corporation) and 61,300 shares voted
AGAINST amendment (1) (representing approximately 1.8% of the issued and
outstanding shares of the Corporation).
A total of 2,778,252 voted FOR amendment (3) (representing approximately 83.5%
of the issued and outstanding shares of the Corporation) and 67,300 shares voted
AGAINST amendment (1) (representing approximately 2% of the issued and
outstanding shares of the Corporation).
A total of 2,778,252 voted FOR amendment (4) (representing approximately 83.5%
of the issued and outstanding shares of the Corporation) and 67,300 shares voted
AGAINST amendment (1) (representing approximately 2% of the issued and
outstanding shares of the Corporation).
Dated this 9th day of November, 1998
The undersigned President of the Corporation hereby declares that the foregoing
Certificate of Amendment to the Articles of Incorporation is true and correct to
the best of his knowledge and belief.
/s/ Dale F. Miller
Dale F. Miller, President
Plume Creek, Inc.
Submission page 43 of 50
<PAGE>
State of Idaho )
)
County of Bonner )
On this 9th day of November, 1998, before me the undersigned, a Notary Public,
in and for said State, personally appeared DALE F. MILLER who first being duly
sworn, did each hereby affirm that he is the President of Plume Creek, Inc., an
Idaho Corporation, and that he did execute the foregoing Amendment to the
Articles of Incorporation on behalf of said Corporation and that such instrument
was executed freely and voluntarily for the uses and purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal.
/s/ DeAnna Spurgeon, Notary Public
Residing at: Sandpoint, Idaho
My commission expires: 7-30-2004
BY-LAWS OF PLUME CREEK SILVER MINES, INC
ARTICLE I Name and Location
Section 1. The name of this corporation shall be: PLUME CREEK SILVER MINES,
INC.
Section 2. Its principle offices shall be located at Clark Fork, Idaho, until
otherwise fixed by the Board of Directors
Section 3. Other offices for the transaction of business shall be located at
such places as the Board of Directors may from time to time determine
ARTICLE II Capital Stock
Section 1. The amount of the capital stock shall be Five Hundred Thousand
($500,000) dollars, divided into Five Million (5,000,000) shares of
one-class stock of the par value of Ten (10) cents each.
Section 2. Each stockholder shall be entitled to a certificate of stock,
certifying the number of shares owned by him in the corporation.
Section 3. All certificates of stock shall be signed by the President and
Secretary, and shall be sealed with the corporate seal.
Section 4. Treasure stock shall be held by the corporation, subject to the
disposal of the Board of Directors, and shall neither vote nor participate in
dividends.
Section 5. The corporation shall have a first lien on all the shares of its
capital stock and upon all dividends declared upon the same for any indebtedness
of the respective holders thereof to the corporation.
Section 6. Transfers of stock shall be made only on the books of the
corporation, and the old certificates, properly endorsed, shall be surrendered
and cancelled before a new certificate is issued. The stock books of the
corporation shall be closed against transfers for a period of ten (10) days
before each annual meeting of stockholders.
Section 7. In case of loss or destruction of a certificate of stock, no new
certificate shall be issued in lieu thereof except upon a satisfactory proof to
the Board of Directors of such loss or destruction, and upon giving of a
satisfactory security by bond or otherwise against the loss to the corporation.
Any such new certificates shall be plainly marked 'Duplicate' upon its face.
Section 8. The Directors may decline to recognize any transfer of shares unless
a fee of not exceeding One ($1.00) Dollar a certificate is paid to the
corporation in respect thereof and the instrument of transfer is accompanied by
the certificate of shares to which it relates, and such evidence as the
Directors may reasonably require to show the right of the transferer to make the
transfer.
Submission page 45 of 50
<PAGE>
Section 9. Certificates of stock may be issued for labor, services or personal
property, or real estate or leases, and the judgement of the directors as to the
value of such labor, services, property, real estate or leases thereof, shall be
conclusive as to all except the then existing stockholders and creditors, and
as to them it shall be conclusive in the absence of actual fraud in the
transaction. Any and all shares issued for the consideration prescribed or
fixed in accordance with the provisions of this Section by these By-Laws shall
be fully paid.
ARTICLE III
Section 1. An annual meeting of the stockholders shall be held at 10:00 o'clock
A.M., on the first day of May, of each year at the principal office of the
organization, provided, however, that when such day shall fall upon a Sunday or
legal holiday, the meeting shall be held on the next succeeding business day.
At such meeting, the stockholders shall elect directors.
Section 2. A special meeting of the stockholders to be held at the same place
as the annual meeting may be called at any time by the President, and in his
absence, by the vice President or by the directors. It shall be the duty of the
Directors, President or Vice President, to call such a meeting whenever so
requested by the stockholders holing Fifty (50%) percent or more of the issued
and outstanding stocks.
Section 3. Notice of the time and place of all annual and special meetings and
the purpose or purposes for which the meeting is called, shall be mailed by the
Secretary to each stockholder at least ten (10) days before the date thereof.
Section 4The President, or in his absence, the Vice President, shall preside at
all such meetings.
Section 5. At every such meeting each stockholder shall be entitled to cast one
vote for each share of stock held in his name, which vote may be cast by him,
either in person or by proxy. All proxies shall be in writing and shall be
filed with the Secretary and by him entered of record in the minutes of the
meeting.
Section 6. Every stockholder shall the right to vote, in person or by proxy,
for the number of shares of stock owned by him, for as many persons as there are
Directors or managers to be elected, or to accumulate said shares and give one
candidates as many votes as the number of Directors multiplied by the number of
shares of stock shall equal or to distribute them on the same principal among as
many candidates as he shall think fit.
Section 7. A quorum for the transaction of business at any such meeting shall
consist of such number of members as representing a majority the shares of stock
issued and outstanding, but the stockholders present at any meeting, though less
than a quorum, may adjourn the meeting to a future time.
Section 8. The stockholders shall have power, by majority vote at any such
meeting, to remove any director or officer from office.
Submission page 46 of 50
<PAGE>
ARTICLE IV Directors
Section 1. The business and property of the corporation shall be managed by a
Board of at least three (3) directors, who shall be elected by the stockholders.
Each director shall be a stockholder and shall receive such compensation for his
services as directors of the board may from time to time fix. The number of
directors may be changed from time to time by unanimous vote of the directors,
such change to become effective at the next annual stockholders' meeting and
election.
Section 2. Directors shall be elected at the annual meeting of the stockholders
by a plurality vote for a term of one (1) year. Each director shall hold office
until his successor shall have been duly elected and qualified.
Section 3. Regular meetings of the directors shall be held in the principal
office of the corporation immediately after the adjournment of each annual
stockholders' meeting, and at such time and place as the Board of Directors may
time to time determine.
Section 4. Special meetings of the Board of Directors to be held in the
principle office of the corporation may be called by the President or in his
absence, by the vice President. By unanimous consent of the directors' special
meeting of the Board may be held without notice at any time or place.
Section 5. Vacancies in the Board of Directors caused either by death,
resignation or otherwise, shall be filled by a majority of the remaining members
of the Board attending a special meeting called for the purpose, even though
less than a quorum be present. A director thus elected to fill any vacancy
shall hold office for the unexpired term of his predecessor and until his
successor is elected and qualified.
Section 6. Notice of all special meetings of the Board of Directors shall be
given each director by the secretary by at least htr4ee (3) days service of the
same by telephone, telegram, by letter or person.
Section 7. A majority of the whole Board of Directors of the corporation, at a
meeting duly assembled, shall be necessary at all meetings to constitute a
quorum for the transaction of business and the act of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors. Less than a quorum may adjourn a meeting which may be
held on a subsequent date without further notice, provided a quorum be present
at such deferred meeting.
Section 8. The directors shall elect the officers of the corporation and fix
their salaries and other compensation or benefits, if any. Such election shall
be held at the directors' annual meeting following each annual stockholders'
meeting. An officer may be removed at any time by a two-thirds (2/3) vote of
the Board of Directors.
Section 9. At each stockholders' meeting, the directors shall submit a
statement of the business done during the preceding year, together with a report
of the general financial condition of the corporation and of the condition of
its tangible property.
Submission page 47 of 50
<PAGE>
ARTICLE V Officers
Section 1. The officers of this corporation shall be a President, a Vice
President, a Secretary and a Treasurer, each of whom shall be elected for one
year by the directors at their first meeting after the annual meeting o
stockholders, and who shall hold office until their successors are elected and
qualify. No one shall be eligible for the office of President, or Vice
President, who is not a director of the corporation. Any such officer who
ceases to be a director shall cease to hold office as President or vice
President as soon as his successor is elected and qualified. The office of
Secretary and Treasurer may held by one person.
Section 2.
The president shall preside at all directors' and stockholders' meetings, shall
have general supervision over the affairs of the corporation and over the other
officers, shall sign all stock certificates and written contracts of the
corporation and counter-sign all checks as otherwise provided in Article VI,
Section 2 hereof, and shall submit and make report to the Board of Directors and
stockholders and shall perform all such other duties as are incident to his
office or as required by him by the Board of Directors. In case of the absence
or disability of the President, his duties shall be performed by the Vice
President.
Section 3. The secretary shall issue notices of all directors' and
stockholders' meetings, and shall attend and keep the minutes of the same shall
have custody of the corporate seal, shall attest with his signature and impress
with the corporate seal all stock certificates and written contracts of the
corporation, and shall perform all such other duties as are incident to his
office and as may be assigned to him from time to time by the Board of
Directors.
Section 4. The Treasurer shall have custody of all monies and securities of the
corporation, and shall give bond in such sum and with such sureties as the
directors may require, conditioned upon the faithful performance of the duties
of his office, he shall sign all checks of the corporation, except as otherwise
noted in Article VI, Section 2, hereof, shall keep regular books of accounts and
shall submit them together with all his vouchers, receipts, records, and other
papers to the directors for their examination and approval a often as they may
require and shall perform all such other duties as are incident to this office,
and that may be assigned to him from time to time by the Board of Directors.
Section 5. Vacancies in any office arising from any cause may be filed by the
Directors at any regular meeting.
Section 6. The Board of Directors may appoint such other officers and agents as
it shall deem necessary or expedient for the business of the corporation, who
shall hold offices for such terms and shall exercise such power and perform such
duties in the management of the property and affairs of the corporation as shall
be determined from time to time by the Board of Directors.
Section 7. The salaries, compensation and benefits of all officers of the
corporation shall be fixed by the Board of Directors.
Submission page 48 of 50
<PAGE>
ARTICLE VI - Dividends & Finance
Section 1. Dividends may be declared by the Board of Directors and paid from
the net earnings of the corporation or from the surplus of its assets over it's
liabilities, including capital, as computed in accordance with the laws of the
State of Idaho, but not otherwise. When the directors shall so determine,
dividends may be paid in stock.
Section 2. The monies of the corporation shall be deposited in the name of the
corporation in such Bank or Trust Company or Trust Companies as the Board of
Directors shall designate, and shall be drawn out only by check, signed by a
person or persons designated by resolution of the Board of Directors.
ARTICLE VII - Books and Records
Section 1. The corporation shall keep its principal office in the State of
Idaho, a certified copy of its Articles or Incorporation and By-Laws, and all
amendments thereto, and shall keep also and maintain a corporate stock ledger
revised semi-annually containing the names alphabetically arranged, of all
persons ho are stockholders of the corporation, showing their places of
residence, if known, and the number of shares held by them respectively. Except
as herein stated, the books, accounts and records of the corporation may be kept
outside the State of Idaho, at such place or places as the Board of Directors
may from time to time determine.
ARTICLE IX - Corporate Seal
This corporation adopts as its corporate seal the following device:
ARTICLE X - Miscellaneous
(1) No debts shall be contracted by this corporation except by the order of an
authorized officer of the directors of the company.
(2) The order of business at all meetings of the stockholders or directors
shall be as follows:
(a) Reading of notice of meeting;
(b) Special business for which meeting was called;
(c) Reading of minutes of last meeting;
(d) Reports of officers;
(e) Other business.
(3) At any stockholder meeting, the president and other presiding officers
shall, at the opening of the meeting, appoint two (2) tellers who shall list the
stock represented in person and by proxy, and collect and tabulate the vote of
the stockholders on any questions coming before the meeting which is to be
decided by ballot.
Submission page 49 of 50
<PAGE>
STATE OF IDAHO )
) ss.
County of Kootenai)
Roy Anderson and Evelyn Anderson President and Secretary, respectively, do
hereby certify that the hereunto attached instrument is a full, true and
complete copy of the By-Laws of Plume Creek Silver Mines, Inc.
In witness whereof, I have hereunto set my and affixed my official seal of said
corporation on this 6th day of April, 1970.
/s/ Roy Anderson, President
/s/ Evelyn Anderson, Secretary
Subscribed and sworn to before me on this 6th day of April, 1970.
/s/ H.S. Sanderson
Notary Public in and for the State of Idaho
Residing at Coeur d'Alene, Idaho.
My commission expires 12-30-71
The foregoing By-Laws of Plume Creek Silver Mines, Inc. were adopted at an
organization meeting of the stockholders of said corporation on the 6th day of
April, 1970, at Coeur d'Alene, Kootenai County, Idaho, at 10:00 o'clock A.M.
/s/ Roy Anderson, President
Attest:
/s/ Evelyn Anderson, Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Balance Sheet for Plume Creek, Inc. at December 31, 1998 and the
Statement of Operations for the year ended December 31, 1998 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 4,941
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,941
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,941
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 10,831
<OTHER-SE> (5,890)
<TOTAL-LIABILITY-AND-EQUITY> 4,941
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,889
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,889)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,889)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,889)
<EPS-BASIC> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
