DOWNLOAD FORMATTING INSTRUCTIONS FOR CORRECT PAGINATION:
PAGE SETUP: .5"TOP, .5"BOTTOM, .5"LEFT, .5"RIGHT
TYPE: COURIER NEW, 10pt
BEGIN PAGE AT "START"
(This space intentionally left blank.)
<PAGE>
START
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
SILVER KEY MINING COMPANY, INC.
-----------------------------
(Name of Small Business Issuer in its charter)
Idaho 82-0513245
---------------------------------- ---------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
802 Pine Street
Clark Fork, Idaho 83811
--------------------------------------- --------
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (208) 266-1464
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 49
<PAGE>
TABLE OF CONTENTS
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 30
Item 2. Description of Exhibits 30
Signatures 30
Exhibit 3.1 31
Exhibit 3.2 44
Exhibit 27 49
Submission page 2 of 49
<PAGE>
PART I
Item 1. Description of Business
Silver Key Mining Company, Inc. (the "Company") was incorporated on June 25,
1971 under the laws of the State of Idaho, under the name Silver Key Mining
Company, Inc. for the purpose of taking ownership of the mineral rights in, on
and under about 63 acres of patented land in the Greater Coeur d'Alene Mining
Region, Idaho. During 1976, a core hole was drilled with no significant
results, and no operations have ensued since then. On August 3, 1992, the
Company issued 3,5000,000 shares of its common stock to Dale F. Miller in
consideration of all of his right, title and interest in six mining claims known
as the Antlelope Mountain Silver Group. On January 19, 1993 Mr. Miller
transferred his shares to Ms. Damara Bertges and Guenther Spachtolz who intended
to use the Company to engage in similar activities as currently proposed herein.
On June 12, 1996, a Utah court entered judgment in favor of Dale F. Miller in
his suit against Bertges and Spachotolz for breach of contract and on June 15,
1996, Bertges and Spacholtolz returned the 3,500,000 shares of common stock of
the Company to Mr. Miller. Since 1976, 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. Recently, the Company amended its Articles
of Incorporation to permit the Company to engage in any and all legal
activities. 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 1976 and has had no
operations since 1976. 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 49
<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 1976 nor any revenues or earnings from operations. The
Company has no 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 49
<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 that 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 49
<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 49
<PAGE>
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 49
<PAGE>
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
Submission page 8 of 49
<PAGE>
services which may be available and the depth of that management; the potential
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
Submission page 9 of 49
<PAGE>
may, as part of the terms of the acquisition transaction, resign and be replaced
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.
Submission page 10 of 49
<PAGE>
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
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 49
<PAGE>
The Company operates from its offices at 802 Pine Street, Clark Fork, 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)
- - ---------------- --------------------- ------------ -----------
<C> <C> <S> <S>
Common Dale F. Miller(2) 3,500,000 68.2%
P.O. Box 142
Clark Fork
Idaho 83811
Common Edward Cowle 367,365 0.071%
201 E. 87th Street
Apartment 6C
New York, NY 10128
Common Ronald Rasmussen 266,807 0.052%
P.O. Box 396
Murray, Idaho 83874
Common Rockwell Smith 290,557 0.056%
P.O. Box 3303
Park City, UT 84060
Common Deworth H. Williams 491,336 0.095%
56 W. 400 South
Salt Lake City, UT 84101
Common All Officers and
Directors as a
Group (3 persons) 3,500,000 68.2%
</TABLE>
(1) Based on 5,126,010 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 49
<PAGE>
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
Roger D. Miller 42 Vice President, Director
Jeannie B. Miller 61 Secretary, Treasurer
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, if 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.
Roger D. Miller, Vice President and Director. Mr. Miller has worked as a
Surveyor in his own business in Clark Fork, Idaho area for approximately twenty
years. He has also been involved in the local mining, logging and building
businesses in recent years.
Jeannie B. Miller, Secretary, Treasurer and 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 49
<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.
6. Idaho Technical, Inc.
7. Plume Creek, 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.
5. Idaho Technical, Inc.
6. Plume Creek, Inc.
Roger D. 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 49
<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. 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
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
Submission page 15 of 49
<PAGE>
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 10,000,000 shares, all of
which are Common Shares, par value $0.005 per share. There are 5,126,010 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 49
<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 49
<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-seven (47) holders of the Company's Common
Stock. From 1970 to 1976 the Company issued its common stock to various
independent contractors and employees for their services in exploring and
assessing the Company's unpatented claims. Presently there are 5,126,010 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, 5,126,010 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.
d. Transfer Agent. The Company currently acts as its own transfer agent.
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 49
<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, Idaho 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 Idaho, 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 49
<PAGE>
SILVER KEY MINING COMPANY
(A Development Stage Company)
FINANCIAL STATEMENTS
April 30, 1999 and December 31, 1998
C O N T E N T S
Independent Auditors' Report 3
Balance Sheets 4
Statements of Operations 5
Statements of Stockholders' Equity (Deficit) 6
Statements of Cash Flows 8
Notes to the Financial Statements 10
Submission page 20 of 49
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Silver Key Mining Company
Clark Fork, Idaho
We have audited the accompanying balance sheets of Silver Key Mining Company (a
development stage company) as of April 30, 1999 and December 31, 1998 and the
related statements of operations, stockholders' equity (deficit) and cash flows
for the four months ended April 30, 1999 and for the years ended December 31,
1998 and 1997 and from inception on June 25, 1971 through April 30, 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Silver Key Mining Company (a
development stage company) as of April 30, 1999 and December 31, 1998, and the
results of its operations and its cash flows for the four months ended April 30,
1999, and for the years ended December 31, 1998 and 1997 and from inception on
June 25, 1971 through April 30, 1999 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has not established revenues sufficient to cover its
operating costs 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.
Jones, Jensen & Company
Salt Lake City, Utah
May 28, 1999
Auditors' page 3
Submission page 21 of 49
<PAGE>
SILVER KEY MINING COMPANY
(A Development Stage Company)
Balance Sheets
<TABLE>
ASSETS
April 30, December 31,
1999 1998
------------------ -----------------
<C> <S> <S>
CURRENT ASSETS
Cash $ - $ -
------------------ -----------------
Total Current Assets - -
OTHER ASSETS
Mining claims (Note 1) - -
------------------ -----------------
TOTAL ASSETS $ - $ -
================== =================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
Accounts payable $ - $ 1,000
------------------ -----------------
Total Current Liabilities - 1,000
------------------ -----------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock; $0.05 par value;
authorized 10,000,000
shares; 5,126,010 issued and
outstanding 256,300 256,300
Additional paid-in capital (deficit) (172,086) (174,713)
Deficit accumulated during the
development stage (84,214) (82,587)
------------------ -----------------
Total Stockholders' Equity (Deficit) - (1,000)
------------------ -----------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ - $ -
================== =================
</TABLE>
The accompanying notes are an integral part of these financial statements.
Auditors' page 4
Submission page 22 of 49
<PAGE>
SILVER KEY MINING COMPANY
(A Development Stage Company)
Statements of Operations
<TABLE>
From
For the Inception on
For the Four Years Ended June 25,
Months Ended December 31, 1971 Through
April 30, --------------------------- April 30,
1999 1998 1997 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ -
EXPENSES (1,627) (999) (30) (84,214)
------------ ------------ ------------ ------------
NET LOSS $ (1,627) $ (999) $ (30) $ (84,214)
============ ============ ============ ============
BASIC NET LOSS
PER SHARE $ 0.00 $ (0.00) $ 0.00 $
============ ============ ============ ============
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 5,126,010 5,088,858 5,086,360
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
Auditors' page 5
Submission page 23 of 49
<PAGE>
SILVER KEY MINING COMPANY
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From Inception on June 25, 1971 through April 30, 1999
<TABLE>
Deficit
Additional Accumulated
Paid-in During the
Common Stock Capital Development
Shares Amount (Deficit) Stage
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Balance at inception
On June 25, 1971 - $ - $ - $ -
1972 - shares issued
for mining rights at
$0.05 per share 1,000,000 50,000 - -
1976 - shares issued
for cash at $0.05
per share 25,000 1,250 - -
1976 - shares issued
for drilling services
at $0.05 per share 125,000 6,250 - -
1977 - shares issued
for drilling services
at $0.05 per share 130,860 6,543 - -
1977 - shares issued
for cash at $0.05
per share 29,240 1,462 - -
1981 - shares issued
or geological services
at $0.05 per share 18,460 923 - -
1983 - shares issued
for geological, legal
and administrative
services at $0.05
per share 257,800 12,890 - -
1992 - shares issued
for mining rights
at predecessor cost
(Note 4) 3,500,000 175,000 (175,000) -
Contributed capital
for expenses - - 287 -
Net loss from inception
on June 25, 1971
through December 31,
1995 - - - (81,558)
-------------- -------------- -------------- --------------
Balance, December
31, 1995 5,086,360 254,318 (174,713) (81,558)
Net loss for the
year ended
December 31, 1996 - - - -
-------------- -------------- -------------- --------------
Balance, December
31, 1996 5,086,360 $ 254,318 $ (174,713) $ (81,558)
</TABLE>
The accompanying notes are an integral part of these financial statements.
Auditors' page 6
Submission page 24 of 49
<PAGE>
SILVER KEY MINING COMPANY
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
From Inception on June 25, 1971 through April 30, 1999
<TABLE>
Deficit
Additional Accumulated
Paid-in During the
Common Stock Capital Development
Shares Amount (Deficit) Stage
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Balance, December
31, 1996 5,086,360 $ 254,318 $ (174,713) $ (81,558)
Net loss for the
year ended December
31, 1997 - - - (30)
-------------- -------------- -------------- --------------
Balance, December
31, 1997 5,086,360 254,318 (174,713) (81,588)
Common stock issued
for services at
$0.05 per share 39,650 1,982 - -
Net loss for the
year ended December
31, 1998 - - - (999)
-------------- -------------- -------------- --------------
Balance, December
31, 1998 5,126,010 256,300 (174,713) (82,587)
Capital contributed
for expense - - 2,627 -
Net loss for the four
months ended April
30, 1999 - - - (1,627)
-------------- -------------- -------------- --------------
Balance, April
30, 1999 5,126,010 $ 256,300 $ (172,086) $ (84,214)
============== ============== ============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
Auditors' page 7
Submission page 25 of 49
<PAGE>
SILVER KEY MINING COMPANY
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
From
For the Inception on
For the Four Years Ended June 25,
Months Ended December 31, 1971 Through
April 30, --------------------------- April 30,
1999 1998 1997 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net (loss) $ (1,627) $ (999) $ (30) $ (84,214)
Adjustments to reconcile
net loss to net cash
provided by operating
activities:
Disposal of assets for
services - - - 71,818
Stock issued for services - 1,982 - 9,482
(Decrease) in accounts
payable (1,000) (983) 30 -
------------ ------------ ------------ ------------
Net Cash Provided by
Operating Activities (2,627) - - (2,914)
------------ ------------ ------------ ------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Cash used for drilling
costs - - - (2,712)
------------ ------------ ------------ ------------
Net Cash (Used) by
Investing Activities - - - (2,712)
------------ ------------ ------------ ------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Issuance of common stock
for cash - - - 2,712
Contributed capital 2,627 - - 2,914
------------ ------------ ------------ ------------
Net Cash Provided (Used)
By Financing Activities 2,627 - - 5,626
------------ ------------ ------------ ------------
INCREASE (DECREASE) IN
CASH AND CASH
EQUIVALENTS - - - -
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD - - - -
------------ ------------ ------------ ------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ - $ - $ - $ -
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
Auditors' page 8
Submission page 26 of 49
<PAGE>
SILVER KEY MINING COMPANY
(A Development Stage Company)
Statements of Cash Flows (Continued)
<TABLE>
From
For the Inception on
For the Four Years Ended June 25,
Months Ended December 31, 1971 Through
April 30, --------------------------- April 30,
1999 1998 1997 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Cash Paid For:
Interest $ - $ - $ - $ -
Taxes $ - $ - $ - $ -
NON CASH FINANCING
ACTIVITIES
Common stock issued for
mining rights at
predecessor cost $ - $ - $ - $ -
</TABLE>
The accompanying notes are an integral part of these financial statements.
Auditors' page 9
Submission page 27 of 49
<PAGE>
SILVER KEY MINING COMPANY
(A Development Stage Company)
Notes to the Financial Statements
April 30, 1999 and December 31, 1998
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Silver Key Mining Company (the Company) was incorporated in the State of Idaho
on June 25, 1971. The Company was incorporated for the purpose of taking
ownership of the mineral rights in, on and under about 63 acres of patented land
in the Greater Coeur d'Alene Mining Region, Idaho. During 1976, a core hole was
drilled with no significant results, and no operations have ensued since then.
In 1992, the property was returned to the incorporators for services rendered
and new mining claims were acquired in Bonner County, Idaho. The Company has
not yet begun any significant operations and is considered a development stage
company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method. The Company's financial statements are prepared using
the accrual method of accounting. The Company has adopted a calendar year end.
b. Basic Loss Per Share. The computation of basic loss per share of common
stock is based on the weighted average number of shares outstanding at the date
of the financial statements.
c. Provision for Taxes. The Company has a net operating loss carryover of
approximately $2,000 as of April 30, 1999 which expires in 2014. The potential
tax benefit has been offset by a valuation allowance for the same amount.
d. Use of Estimates. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities 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.
e. Mining Claims. The Company's mining claims are inactive. The claims are
recorded at the predecessor cost to the shareholder who transferred them to the
Company of $-0-.
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 has not established revenues sufficient to cover its
operating costs and allow it to continue as a going concern. Management intends
to seek a merger with an existing, operating company. In the interim, it has
committed to meeting the Company's minimal operating expenses.
Auditors' page 10
Submission page 28 of 49
<PAGE>
PART III
Item 1. Exhibit Index
No. Sequential
Page No.
(3) Certificate of Incorporation and Bylaws
3.1 Certificate of Incorporation and
Amendments Thereto 31
3.2 Bylaws
(27) Financial Data Schedule
27.1 Financial Data Schedule
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.
SILVER KEY MINING COMPANY, INC.
(Registrant)
Date: June 25, 1999 /s/ Dale F. Miller
------------------------------
Dale F. Miller, President
STATE OF IDAHO
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF EXISTENCE OF SILVER KEY MINING CO.
I, PETE T. CENARRUSA, Secretary of State of the State of Idaho, hereby certify
that I am the custodian of the corporation records of this State.
I FURTHER CERTIFY that the records of this office show that the above named
corporation was incorporated under the laws of the Idaho and was issued a
certificate of incorporation in Idaho on June 25, 1971 under the file number
C43943.
I FURTHER CERTIFY that the corporation is in good standing on the records of
this office.
Dated: June 4, 1999
/s/ Pete T. Cenarrusa
Secretary of State
By: Tonya Herold
Submission page 30 of 49
<PAGE>
STATE OF IDAHO
OFFICE OF THE SECRETARY OF STATE
I, PETE T. CENARRUSA, Secretary of State of the State of Idaho, hereby certify
that I am the custodian of the corporation, limited partnership, and limited
liability company records of this State.
I FURTHER CERTIFY That the annexed is a full, and true and complete transcript
of articles of incorporation of SILVER KEY MINING CO., an Idaho Corporation,
received and filed in this office on June 25, 1971, under file number C43943,
including all amendments filed thereto, as appears of record in this office as
of this date.
Dated: June 4, 1999
/s/ Pete T. Cenarrusa
Secretary of State
By: Tonya Herold
Great Seal of the State of Idaho
Submission page 31 of 49
<PAGE>
STATE OF IDAHO
DEPARTMENT OF STATE
CERTIFICATE OF INCORPORATION
I, PETE T. CENARRUSA, Secretary of State of the State of Idaho, and legal
custodian of the corporation records of the State of Idaho, do hereby certify
that the original of the articles of incorporation of SILVER KEY MINING CO. was
filed in the office of the Secretary of State on the twenty-fifth day of June
A.D., One Thousand Nine Hundred seventy-one and will be duly record on
microfiled of Record of Domestic Corporations, of the State of Idaho, and that
the said articles contain the statement of facts required by section 30-103,
Idaho Code.
I FURTHER CERTIFY, That the persons executing the articles and their associates
and successors are hereby constituted a corporation, by the name hereinbefore
stated, for Perpetual Existence from the date hereof, with its registered office
in the State located at Kellogg, Idaho in the County of Shoshone.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the Great Seal of
the State. Done at Boise City, the Capital of Idaho, this 25th day of June A.
D., 1971.
/s/ Pete T. Cenarrusa
Secretary of State
Great Seal of the State of Idaho
Submission page 32 of 49
<PAGE>
ARTICLES OF INCORPORATION
OF
SILVER KEY MINING CO.
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, all of whom are citizens of the United States of
America, and over the age of twenty-one years, have this day voluntarily
associated ourselves together for the purposes of forming a corporation under
the laws of the State of Idaho, and we hereby certify:
FIRST: That the name of this corporation shall be SILVER KEY MINING CO.
SECOND: That the purposes for which this corporation is formed are as follows:
1. To carry on the business of mining, milling, concentrating, converting,
smelting, treating, preparing for market, manufacturing, buying, selling,
exchanging, and otherwise producing and dealing in uranium, rare earths, metals
and minerals of any kind and nature, including radioactive substances of every
kind and description, or other metals, minerals, elements and compounds as not
now known but which may hereafter be discovered or developed, also gold, silver,
copper, lead, zinc, brass, iron steel and all kinds of ores, metals and
minerals, and the products and by-products thereof of every kind and description
and by whatsoever process the same can be or may hereafter be produced;' and to
locate, purchase, acquire, own, enter, lease, rent, sell, convey and deal in
mines, mining claims and mineral lands of every kind, nature and description;
also purchase, acquire, enter, own, lease, rent, sell and deal in mill sites,
water rights, timber claims and other timber lands, real estate terminal
facilities and easements of any and all kinds; to work, prospect and develop
mines, mining claims and mineral lands of any and every kind, nature and
description, either for itself or for other companies, corporations or
individuals, and upon such terms and for such remuneration as it shall deem fit
and proper to accept, and to purchases, take, lease, rent, own hold or sell not
only the whole of any and all such mines, mining claim, mineral lands and other
property, but any interior or interests therein; to purchase or otherwise
acquire, and to own, control, sell, assign, pledge or otherwise dispose of
shares of capital stock, bonds or other evidences of debt issued or credited by
any other corporation or corporations, whether foreign or domestic, and whether
now or hereafter to be organized, and while the holder of any such shares of
stock, to exercise all the rights and privileges of ownership, including the
right to vote the same to the extent as a natural person might or could do; to
do everything that may be proper or necessary in the conduct of its business in
the way of locating, prospecting, developing, acquiring, buying, leasing,
holding, operating, renting, and/or selling mining claims and minerals lands of
every kind, nature and description and/or in the way of working and operating
such mines, mineral claims and mineral lands and producing ores and minerals
therefrom and/or in the way of reducing such ores and minerals to the most
merchantable value and in so doing to contract for, build, buy, lease, own,
hold, sell and operate and all necessary mills, smelters, machinery, equipment,
roads, railroads, tramways, ditches, flumes and such other property as it shall
deem necessary and proper in carrying out the objects herein stated; and also to
purchases, lease, rent, erect, own, hold, operate and sell buildings, hotels,
boarding houses and sawmills and to conduct mercantile businesses of any and all
kinds ant to engage in steam and/or other transportation, road building and
engineering, freighting and hauling.
Submission page 33 of 49
<PAGE>
2. To conduct a general mining, milling, smelting and reduction business and to
transact other business collateral thereto.
3. To exercise the right of eminent domain according to law, and to condemn
rights-of-way for tunnels, shafts, hoisting works, dumps, cuts, ditches, canals,
reservoirs, storage basins, dams, roads, railroads, and tramways, incident,
necessary or convenient for the uses and purposes and objects of this
corporation, and to do all things incident to the general business of this
corporation, and to all things incident to the general business of this
corporation in the State of Idaho and/or any other states and /or territories of
the United States, and elsewhere that this corporation may desire to conclude to
do business
4. To buy, and sell ores, bullion, metals, concentrates, tailings and other
materials, and to refine the same or to reduce the same for pay.
5. To purchase, own, enjoy and sell, any and all franchises, patents, real
property, leases of real property of all kinds and nature useful or beneficial
for the prosecution of the business of this corporation.
6. To borrow money on its notes, bonds and/or other obligations for the general
purposes of this corporation, and to mortgage, pledge and give in trust any and
all of its property to secure the payment hereof.
7. To pay the expenses of and preliminary and incidental to the formation,
establishment and registration of this corporation.
8. To do each and every thing necessary, suitable or proper for the
accomplishment of any of the purposes or the attainment of any one or more of
the objects herein enumerated, or which shall at any time appear conducive to or
expedient for the protection or benefit of this corporation.
9. To enter into any agreement, coalition or enterprise to carry out the
purposes of this corporation.
10. To contract with, to enter into an agreement with, to cooperate with the
Office of Mineral Exploration, or any other agency of the United States, and if
permissible, any other government or country to carry out the purposes of this
corporation, and to do all other things and conveniences which may seek
necessary, convenient or incidental to any objective of this corporation,
whether or not specifically named herein.
THIRD: The principal place of business of this corporation shall be at 311 Main
Street, in the City of Kellogg, County of Shoshone, State of Idaho, at which
place this corporation shall maintain its registered office.
FOURTH: The duration of this company shall be perpetual.
FIFTH: The number of directors of this corporation shall be from three to seven
and they shall be elected annually and shall serve until the election and
qualification of their successors. The directors who are to serve for the first
corporate year shall be selected by the incorporators at the time they organize.
SIXTH: The amount of capital stock of this corporation shall be Two Hundred
Fifty Thousand Dollars ($250,000.00) divided into five million (5,000,000)
shares having the par value of five cents ($.05) per share, all of which stock
shall be non-assessable stock.
Submission page 34 of 49
<PAGE>
SEVENTH: The Board of Directors of this corporation shall have power and
authority from time to time to authorize the sale of, and to sell, for cash or
otherwise, all or any portion of the unissued and/or of the treasury stock of
this corporation without said stock, or any thereof, being first offered to the
shareholders of this corporation.
EIGHTH: The Board of Directors of this corporation shall, at any regular or
special meeting of said Board have power and authority to repeal any or all of
the by-laws, and/or to adopt new by-laws, a majority vote of said directors
being required for the exercise of said power.
NINTH: The name and post office address of each of the incorporators of this
company, and the number of shares of this corporation which have been subscribed
for by each of said incorporators are as follows, to wit:
Name of Incorporator P.O. Address No. of Shares
- - --------------------------- --------------------- -------------
Louis Woolley Wallace, Idaho 100
Alfred E. Tofte Wallace, Idaho 100
Fred W. Bently Wallace, Idaho 100
IN WITNESS WHEREOF, we have hereunto set our hands the 23rd day of June,
1971.
/s/ Louis Woolley
- - -----------------------------
/s/ Alfred E. Tofte
- - -----------------------------
/s/ Fred W. Bentley
- - -----------------------------
STATE OF IDAHO )
) ss.
County of Shoshone )
On this 23rd day of June, 1971, before me, the undersigned, a Notary Public in
and for the State of Idaho, personally appeared Louis Woolley, Alfred E. Tofte,
and Fred W. Bentley, known to me to be the persons whose names are subscribed to
the foregoing ARTICLES OF INCORPORATION, and severally acknowledged to me that
they executed the same, and that each of them is a resident of the State of
Idaho and is of legal age.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and
year in this certificate first above written.
/s/ James P. Keane
Notary Public for the State of Idaho
Residing at Kellogg, Idaho
Submission page 35 of 49
<PAGE>
#43943
CERTIFICATE OF APPOINTMENT OF REGISTERED AGENT
KNOW ALL MEN BY THESE PRESENTS:
That Silver Key Mining Co, an Idaho Corporation, pursuant to section 30-1-12,
Idaho Code, and by authority of its Board of Directors does hereby appoint James
P. Keane of 311 Main Street, Kellogg Idaho as its Registered Agent in the State
of Idaho, upon whom process issued by authority of or under any law of the State
of Idaho may be served.
IN WITNESS WHEREOF, the corporation has caused this certificate to be executed
and verified by its President (or Vice-President) on this 19th day of May, 1979.
SILVER KEY MINING CO.
By: /s/ Louis R. Woolley
President
STATE OF IDAHO )
) ss.
County of Shoshone )
Subscribed and sworn before me on this 29th day of May, 1979.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal.
/s/ Iruce Nonini
Notary Public
Submission page 36 of 49
<PAGE>
STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT OR BOTH
To the Secretary of State of Idaho:
Pursuant to the provisions of the Idaho Business Corporation Act, the
undersigned corporation organized under the laws of the State of Idaho submits
the following statement for the purpose of changing its registered office or its
registered agent, or both, in the State of Idaho.
1. The name of the corporation is SILVER KEY MINING COMPANY
2. The street or RFD address of its present registered office is 311 Main
Street, Kellogg, Idaho.
3. The street or RFD address to which its registered office is to be changes is
202 Johnston Building Coeur d'Alene, Idaho 83814
4. The name of its old registered agent is James P. Keane.
5. The name of its new registered agent is H. S. Sanderson.
6. The address of the registered office and the business address of the
registered agent are identical.
7. The foregoing change was authorized by resolution of the board of directors.
Dated June 29, 1981.
By: /s/ Louis Woolley
President
STATE OF IDAHO )
) ss.
County of Kootenai )
I, Jean A. Smith, a notary public, do hereby certify that on this 29th day of
June, 1981, personally appeared before me Louis Woolley, who being by me first
duly sworn, declared that he is the President of Silver Key Mining Company, that
he signed the foregoing document as President of the corporation and that the
statements therein contained are true.
/s/ Jean A. Smith, Notary Public
Submission page 37 of 49
<PAGE>
STATE OF IDAHO
DEPARTMENT OF STATE
CERTIFICATE OF AMENDMENT OF
SILVER KEY MINING CO.
I, PETE T. CENARRUSA, Secretary of State of the State of Idaho hereby, certify
that duplicate originals of Articles of Amendment to the Articles of
Incorporation of Silver Key Mining Co. duly signed and verified pursuant to the
provisions of the Idaho Business Corporation Act, have been received in this
office and are found to conform to law.
ACCORDINGLY and by virtue of the authority vested in me by law, I issue this
Certificate of Amendment to the Articles of Incorporation and attach hereto a
duplicate original of the Articles of Amendment.
Dated September 14th, 1981
/s/ Pete T. Cenarrusa
Secretary of State
Great Seal of the State of Idaho
Submission page 38 of 49
<PAGE>
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
SILVER KEY MINING COMPANY
Pursuant to the provisions of Section 30-1-61 of the Idaho Business Corporation
Act, the undersigned corporation adopts the following Article of Amendment to
its Articles of Incorporation:
FIRST: The following amendments of the Article of Incorporation was adopted by
the Board of Directors and shareholders of the corporation on June 30, 1981, in
the manner prescribed by the Idaho Business Corporation Act:
That Article "Sixth" of the Articles of Incorporation of Silver Key Mining
Company was amended to read as follows:
SIXTH: The aggregate number of shares which this Corporation shall have
authority to issue is Ten Million (10,000,000) shares of the par value of
Five Cents ($.05) per share, all of one class which shall be designated
common stock, and which stock shall be non-assessable.
SECOND: The number of one-class common shares of the corporation outstanding at
the time of such adoption was 1,453,560; and the number of shares entitled to
vote there on was 1,453,560.
THIRD: The number of shares voted for such amendment was 1,453,560; and the
number of shares voted against such amendment was 0.
FOURTH: The manner in which such amendment effects a change in the amount of
stated capital, and the amount of stated capital as changed by such amendment
are as follows: The stated capital was increased by $250,000.00 from the prior
amount of $250,000.00 to the amount of $500,000.00
Dated June 30, 1981.
SILVER KEY MINING COMPANY
By: /s/ Louis Woolley
President
By: /s/ Fred W. Bentley,Sr.
Secretary
STATE OF IDAHO )
) ss.
County of Kootenai )
I, H .S. Sanderson, a notary public, do hereby certify that on this 30th day of
June, 1981, personally appeared before me Louis R. Woolley and Fred W. Bently,
SR., who being by me first duly sworn, declared that they are the President and
Secretary, respectively and that the statements therein contained are true.
/s/ H. S. Sanderson,
Notary Public in and for the State of Idaho
Residing at Coeur d'Alene
My commission expires: Life
Submission page 39 of 49
<PAGE>
RESOLUTION BY THE SHAREHOLDERS
AND DIRECTORS OF SILVER KEY MINING COMPANY,
AN IDAHO CORPORATION,
AUTHORIZING INCREASE IN SHARES.
RESOLUTION
WHEREAS, this corporation desires to undertake an exploration program on its
mining property located between Ninemile and Burke canyons northeast of Wallace
about two mines in Shoshone County, Idaho, which work will consist primarily of
core drilling at an estimated cost of $500,000.00 including the cost of
obtaining the required financing, and
WHEREAS, this corporation intends to finance such exploration program by means
of a public offering of its stock pursuant to a "Regulation A" filing under the
U.S. Securities Act of 1933 and required state registrations, said stock to be
offered through an underwriter at a price of $.10 per share, and
WHEREAS, such public offering contemplates the sale of 5,000,000 shares of this
corporation's one-class common stock, which number of shares substantially
exceeds the 3,546,400 shares of the presently authorized and unissued shares of
the corporation and therefor it is desirable to increase the total authorized
number of shares from 5,000,000 to 10,000,000 in order to provide the necessary
funding and to also have a reserve of unissued shares for other corporation
purposes, and
WHEREAS, the undersigned are all now of the directors and presently existing
shareholders of the corporation,
NOW THEN, BE IT RESOLVED that the stated capital of this Corporation be increase
from $350,000.00 to $500,000.00 and its authorized number of common shares be
increased from 5,000,000 to 10,000,000 of $.05 par value each and that
accordingly Article Sixth of its Articles of Incorporation be amended to read as
follows, to wit:
SIXTH: The aggregate number of shares which this Corporation shall have
authority to issue is Ten Million (10,000,000) shares of the par value of
Five Cents ($.05) per share, all of one class which shall be designated
common stock, and which stock shall be non-assessable.
FURTHER RESOLVED that the President and Secretary of this corporation are hereby
authorized and directed to execute and file a certificate of the amendment
authorized by this resolution.
Submission page 40 of 49
<PAGE>
Dated this 30th day of June, 1981.
Wallace Diamond Drill Co.
/s/ Louis R. Woolley
By: /s/ Lovon Fausett Louis R. Woolley - a director and stockholder
/s/ Fred W. Bentley, Sr
C & B Drilling Fred W. Bentley, Sr - a director and
stockholder
By: /s/ Glenn Chapman /s/ Alfred E. Tofte
Alfred E. Tofte - a director and stockholder
- - ---------------------------
R. D. Lane
/s/ Garth M. Crosby
/s/ Paul W. Hammock
/s/ Glenn R. Chapman
/s/ James D. Keane
/s/ Robert E. Brown
/s/ John J. Peacock /s/ Donald C. Springer
/s/ William F. Boyd /s/ H. S. Sanderson
- - ------------------------------- /s/ Michael F. Peacock
John C. Peacock
-- Stockholders --
Submission page 41 of 49
<PAGE>
STATE OF IDAHO
DEPARTMENT OF STATE
CORPORATION REINSTATEMENT CERTIFICATE
I, PETE T. CENARRUSA, Secretary of the State of Idaho, do hereby certify that
SILVER KEY MINING CO. a corporation under the laws of the State of Idaho,
forfeited its corporate powers or its right to do business in the Sate of Idaho
on December 1, 1987.
I FURTHER CERTIFY that the corporation has on January 27, 1988, been reinstated
on the records of this office, and that its corporate powers or its right to do
business in the State of Idaho are hereby restored.
Dated January 27, 1988.
/s/ Pete T. Cenarrusa
Secretary of State
Great Seal of the State of Idaho
Submission page 42 of 49
<PAGE>
STATE OF IDAHO
DEPARTMENT OF STATE
CORPORATION REINSTATEMENT CERTIFICATE
I, PETE T. CENARRUSA, Secretary of the State of Idaho, do hereby certify that
SILVER KEY MINING CO., file number C43943, a corporation under the laws of
the State of Idaho, forfeited its corporate powers or its right to do business
in the State of Idaho on December 1, 1994.
I FURTHER CERTIFY that the corporation has on October 20, 1997, been reinstated
on the records of this office, and that its corporate powers or its right to do
business in the State of Idaho are hereby restored.
Dated October 20, 1997.
/s/ Pete T. Cenarrusa
Secretary of State
By: /s/ Natalie Lamb
Great Seal of the State of Idaho
APPLICATION FOR REINSTATEMENT
To the SECRETARY OF STATE, STATE OF IDAHO
Stamped:
97 OCT 20, PM 3:23
Secretary of State
State of Idaho
Stamped:
Idaho Secretary of State
Secretary of State use only
10/21/1997 09:00
CK: 2144 CT: 73172 BH: 48421
1 @ 30.00 = 30.00 Corp Reins
Seal of the State of Idaho
1. The name of the Idaho corporation applying for reinstatement following
administrative dissolution or forfeiture is: SILVER KEY MINING CO.
2. The date of its incorporation was: 06/25/1971
3. The corporation hereby applies for reinstatement.
4. This application is accompanied by a current annual report, appointment
of registered agent, or articles of amendment of extending existence, as
appropriate and a filing fee of $30.00.
Signature: /s/ Dale F. Miller
President
Date: Oct. 16, 1997
BY-LAWS OF
SILVER KEY MINING CO.
ARTICLE I
The title of this corporation shall be "SILVER KEY MINING CO."
The principal office of the corporation shall be at 311 Main Avenue, City of
Kellogg, County of Shoshone, Sate of Idaho.
This corporation shall have a corporate seal which shall be of such form and
device as the Board of Directors may determine. It shall have inscribed there
on the name of this corporation and the year of its creation and the words,
"Incorporated, Seal, State of Idaho". The directors may change the form and
device and inscription of the seal at pleasure.
ARTICLE II
The amount of capital stock of this corporation shall be Two Hundred Fifty
Thousand ($350,000.00) Dollars divided into five million (5,000,000) shares
having the par value of five cents ($.05) per share, all of which stock shall be
non-assessable stock.
ARTICLE III
The property and business of this corporation shall be under the management and
entire control of the Board of Directors. The Board of Directors shall consist
of from three to seven (3-7) directors.
ARTICLE VI
The Board of Directors shall have and exercise all the powers of this
corporation which are not reserved to the stockholders by these by-laws or by
the laws of the State of Idaho now or hereafter in force.
Without in any way restricting the foregoing general power and authority, the
Board of Directors shall have full power with respect to the following matters:
(a) In case of resignation of any directors, the remaining directors shall have
power to accept said resignation and in case of any vacancy existing in the
Board though death, resignation, disqualification, failure to elect, or qualify,
or any other cause whatever, the directors remaining in office elect to hold
office for the unexpired portion of the term of any directorship that shall be
vacant and until the election and qualification of a successor.
Submission page 44 of 49
<PAGE>
(b) To elect and appoint a president, one or more vice-presidents, a secretary
and a treasurer, and one or more assistant secretaries and treasurers and to
define their duties, and at their discretion to appoint a chairman of the board
and managing director with such powers and duties as may be defined by these
by-laws and by vote of the board; to prescribe the duties and limit the
authority of all officers and agents of this corporation in any way they may
deem advisable not contrary to the laws of the State of Idaho, or the express
provisions of these by-laws; to elect, appoint and at their discretion, remove
all officers and committees, to employ and remove at pleasure managers, agents,
clerks and workmen, and to require of them security for the faithful performance
of their respective duties; and to make such rules and regulations as they may
deem advisable for the management of the business affairs of the corporation,
not inconsistent with the laws of the State of Idaho or these by-laws.
(c) To purchase, lease and acquire, in any lawful manner, any and all real or
personal property, including franchises, stocks, bonds and debentures of other
corporations' business and good will, patents, trade marks and interest
thereunder and other rights and properties, which in their judgment may be
beneficial to the purposes of this corporation and to issue shares of this
corporation for such property, and in payment for services rendered to this
corporation, when they deem it advisable.
(d) To issue from time to time the capital stock of this corporation now
authorized and all capital stock which shall hereafter be authorized in such
amounts and proportions and to dispose of the same for such considerations as
they may determine.
(e) To fix and determine and to vary, from time to time, the amount or amounts
to be set aside or retained as reserve funds or as working capital of this
corporation.
(f) To issue notes or other obligations or evidence of the debt of this
corporation and to secure the same if deemed advisable and endorse and guarantee
the notes, bonds, stocks and other obligations of other corporations, with or
without compensation for so doing and, from time to time, sell, assign,
transfer, exchange or otherwise dispose of any or all of the property of the
corporation, subject however, to these by-laws and the laws of the State of
Idaho.
ARTICLE V
MEETINGS OF STOCKHOLDERS AND ELECTIONS OF DIRECTORS
Meetings of stockholders and elections of directors shall be held within the
State of Idaho at the principal office of this corporation at 311 Main Street,
City of Kellogg, County of Shoshone, State of Idaho.
The First Annual Meeting of the stockholders shall beheld on the third Wednesday
in July, 1972, at such time as may be fixed in the call, and thereafter on the
third Wednesday of July of each year. Notice of the annual meeting shall be
given as hereafter provided in the case of special meetings.
Submission page 45 of 49
<PAGE>
Special meetings of the stockholders may be called at any time by the Board of
Directors. If more than eighteen months are allowed to elapse without the
annual stockholders' meeting being held, any shareholder may call such meeting
to be held at the principal office of the corporation. At any time upon written
request of any director or any shareholder holding more than an aggregate of
one-fifth of the voting power of all stock, it shall be the duty of the
secretary to call a special meeting of the stockholders to be held at the
principal office of this corporation at such time as the secretary may
designate, not less than ten(10) or more than thirty-five (35) days after the
receipt of said request and if the secretary shall neglect to or r4efues to
issue such call, the directors or stockholder or stockholders making such
request may do so. An adjournment or adjournments of any annual or special
meeting may be taken without new notice being given.
Written notice of the time, place and purpose of meetings, including annual
meetings, shall be given by the secretary or other person authorized to do so to
all stockholders entitled to vote at such meeting at least ten (10) days prior
to the date named for the meeting. If such written notice is placed in the
United States mail, postage prepaid and addressed to a stockholder at his last
known post office address, notice shall be deemed to have been given to him.
Notice of time, place and purpose of any meeting of stockholders may be waived
by the written assent of all stockholders entitled to notice, filed with or
entered upon the records of the meeting either before or after the holding
thereof. When all the stockholders or members of this corporation are present
at any meeting, however called or notified, and sign a written consent thereto
on the record of such meeting, the doings of such meeting are as valid as if had
a meeting legally been called or noticed.
The stockholders shall be responsible for notifying the secretary of any change
of address and require such change to be acknowledged by the secretary of the
corporation.
ARTICLE VI
MEETING OF DIRECTORS
The Board of Directors may hold their meetings either within or without the
State of Idaho upon notice hereinafter provided or a waver of such notice,
except as to the annual meeting held immediately after the election of directors
by the stockholders, and as to such annual meeting no notice shall be necessary
and the same shall be held at the office of the company immediately after such
election. If all of the directors be not present at such annual meeting, a
quorum may proceed to business without waiting for the remaining directors to
qualify.
Special meetings of the board may be called by the President or in his absence
by the Vice President on his own motion or by the Secretary upon the filing of a
written request signed by two directors and notice of such special meetings
shall be given either by the Secretary or by the President, either orally or in
writing, in sufficient time to enable all directors to attend the same,
reasonable allowance being made for preparation and for traveling, but in no
event more than three (3) days' notice shall be required to be given of such
meeting, said notice shall specify the purposes of the meeting. Such notice may
be waived by the directors in writing at the meeting or shall conclusively be
deemed if they be at the meeting.
Submission page 46 of 49
<PAGE>
When given in writing, a notice mailed to the last address shown upon record
books of the corporation, postage prepaid, shall be considered sufficient notice
whether received or not. The directors may meet at any time or place by consent
or waiver of notice. Any minutes or resolution for the transaction of business
whether a meeting be called or not, when signed by all of the directors, shall
constitute a valid act of the board. When a meeting is regularly called, a
majority of the board shall constitute a quorum for the transaction of business
and a majority of those present shall be sufficient for the carrying of a
measure brought before the board for action unless otherwise provided in these
by-laws or the laws of the State of Idaho.
ARTICLE VII
The officers and directors of this corporation shall receive such compensation
for services and attending meetings as may be allowed them by the Board of
Directors.
ARTICLE VIII
The officers of this corporation shall constitute a President, one or more Vice-
Presidents, a Secretary and Treasurer and such Assistant Secretaries and
Assistant Treasurers and other officers as may from time to time be elected by
the Board of Directors.
The President and at least one of the Vice-Presidents shall be elected by the
directors from their own number by ballot.
All of the officers shall be stockholders and shall be appointed by the Board of
Directors.
ARTICLE IX
DUTIES OF THE PRESIDENT
It shall be the duty of the President to preside at all meetings of the
stockholders. He shall be the chief administrative officer of this corporation,
and shall have such powers and be subject to such duties as are provided by laws
of the Sate of Idaho and by these by-laws and such as may be conferred upon him
by vote or resolution of the Board of Directors.
ARTICLE X
VICE-PRESIDENTS
In the absence or disability of the President, one of the Vice-Presidents or a
member of the board, whenever designated by the directors or by the executive
committee, shall have all the power and be subject to all the duties of the
President as long as such absence or disability continues. The Vice President
shall have such powers and duties as may, from time to time, be conferred upon
him by the Board.
Submission page 47 of 49
<PAGE>
ARTICLE XI
SECRETARY
The Secretary shall be elected by the Board of Directors. He shall attend all
meetings of the stockholders and of the Board of Directors; he shall act as
clerk thereof and record all votes and the minutes of the proceedings in a book
or books kept for such proceedings. He shall perform like duties for the
standing committees when required. He shall give notice of all calls for
installments and assessments to be paid by the stockholders, and shall see that
proper notice is given of all meetings of the stockholders and of the Board of
Directors. He shall also perform such other duties as may be required of him by
these by-laws or by the Board of Directors.
ARTICLE XII
If the by-laws of this corporation conflict with any laws of the State of Idaho
now existing or hereinafter enacted, and if any such existing laws or laws
hereafter adopted prescribe a method or procedure for doing anything, such laws
of the State of Idaho shall control, notwithstanding any provision in the
by-laws of this corporation to the contrary, and the following of the procedure
prescribed by statute shall be deemed sufficient.
We, the undersigned stockholders of Silver Key Mining Co., holding and
representing all of the outstanding stock of said corporation, do hereby on this
1st day of February, 1972, give our consent to the foregoing by-laws and each
and every one of them and do hereby endorse the same as the code of by-laws of
the said Silver Key Mining Co.
/s/ Louis Woolley
/s/ Alfred E. Tofte
/s/ Fred W. Bentley
STATE OF IDAHO )
) ss.
County of Shoshone )
On this 1st day of February, 1972, before me, the undersigned, a Notary Public
in and for the State of Idaho, personally appeared Louis Woolley, Alfred E Tofte
and Fred W. Bentley, whose names are subscribed to the foregoing instrument, and
acknowledged to me that they executed the same.
IN WITNESS WHEREOF, I have hereunto et my hand and affixed my notorial seal the
day and year in this certificate first above written.
Notary Public for the State of Idaho
Residing at Kellogg, Idaho
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Statements of Financial Condition for Silver Key Mining Company at April
30, 1999, the Statements of Income for April 30, 1999, and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-30-1999
<PERIOD-END> APR-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 256,300
<OTHER-SE> 256,300
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,627
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,627
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,627
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,627
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
