U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended July 31, 2000
-----------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
------------- -------------
Commission File No.
0-28325
LITTLE CREEK, INC.
(Name of Small Business Issuer in its Charter)
UTAH 87-0642252
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
5525 SOUTH 900 EAST, SUITE 110, SALT LAKE CITY, UTAH 84117
---------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 231-6735
LITTLE CREEK, INC.
-------------
(Former Name or Former Address, if changed since last Report)
Not Applicable
Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered: None
Securities Registered under Section 12(g) of the Exchange Act: $0.001 par value
common stock
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year: July 31, 2000 - $0.
<PAGE>
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.
July 31, 2000 - $196. There are approximately 196,365 shares of common
voting stock of the Company not held by affiliates. Because there has been no
"public market" for the Company's common stock during the past five years, the
Company has arbitrarily valued these shares at par value of $0.001 per share.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
None, Not applicable.
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:
AUGUST 10, 2000
1,491,483
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.
Transitional Small Business Issuer Format Yes X No
--- ---
<PAGE>
PART I
Item 1. Description of Business.
------------------------
Business Development.
---------------------
Organization and Charter Amendments.
-----------------------------------
Little Creek, Inc., (the "Company") was organized under the laws of the State of
Utah on September 30, 1980, under the name Blue Gander Exploration, Inc., to
conduct any or all lawfull business for which corporations may be organized,
including but not limited to:
A. To engage in natural resources ventures of all kinds, including but not
limited to crude oil, natural gas, energy fuels of conventional or synthetic
character and energy fuels of an alternative nature, e.t., wind, aolar,
geothermal, tidal, nuclear fusion and biomass.
B. To acquire by purchase, exchange, gift, bequest, subscription or otherwise,
and to hold, own mortgage, pledge, hypothecate, sell asign, transfer, exchange,
or otherwise dispose of or deal in or with its own corporate securities or stock
or other securities, including without limitations, other obligations, and any
certificates, receipts or other property or assets created or issued by any
person, firm, association, or corporation, or any government or subdivisions,
agencies or instrumentalities thereof, to make payment therefore its own
securities or to use its unrestricted and unreserved earned surplus for the
purchase of its own shares, and to exercise as owner or holder an any
securities, any and all rights, powers and priviliges in respect thereof.
C. 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 subjects herein enumerated, or which may at any time appear conducive to or
expedient for protection or benefit of this corporation, and to do said acts as
fully and to the same extent as natural persons might, or could do, in any part
of the world as principals, agents, partners, trustees or otherwise, either
alone or in conjuction with any other person, association of corporation.
The Company's initial authorized capital was $50,000 consisting of 50,000,000
shares of ($0.001) par value common voting stock. A copy of the Company's
initial Articles of Incorporation is attached hereto and is incorporated herein
by reference. See Part III, Item 1.
On October 29, 1988, the Articles of Incorporation were amended to reflect a 4
to 1 reverse split and a name change from Blue Gander Exploration, Inc. to North
American Sign Corporation. A copy of the Articles of Amendment to the Articles
of Incorporation is attached hereto and is incorporated herein by reference. See
Part III, Item 1.
On June 29, 1999 the Company was reinstated with the State of Utah after being
involuntarily dissolved on May 1, 1990 for failure to file an annual report.
On August 16, 1999, the Articles of Incorporation were amended to reflect a 25
to 1 reverse split. A copy of the Articles of Amendment to the Articles of
Incorporation is attached hereto and is incorporated hereing by reference. See
Part III, Item 1. All computations herein take into account the above mentioned
reverse splitS.
On October 14, 1999, the Articles of Incorporation were amended to reflect a
name change from North American Sign Corporation to Little Creek, Inc.
Material Changes in Control Since Inception and Related Business History.
-------------------------------------------------------------------------
Business.
---------
At the time the Company was incorporated the Company was engaged in natural
resources ventures of all kinds, including but not limited to crude oil, natural
gas, energy fuels of conventional or synthetic character and energy fuels of an
alternative nature, e.t., wind, solar, geothermal, tidal, nuclear fusion and
biomass. Those operations proved to be unsuccessful. Currently, the Company
offers short and long-term rentals of recreation vehicles to both businesses and
individuals.
<PAGE>
Risk Factors.
------------
EARLY STAGE OF DEVELOPMENT
The Company has recently initiated its business objective of renting
recreational equipment. It is subject to all of the risks inherent in any new
business. These risks include:
The need for substantial capital to support its development efforts; the
need to attract and retain qualified personnel and experienced management;
losses associated with start-up; and competition.
LOSSES ASSOCIATED WITH START-UP
The Company's business operations are highly speculative and are subject to
the same types of risks inherent in any new or unproven venture, and will
include those types of risk factors outlined below.
Limited Assets; No proven source of Revenue. The Company has limited assets
and has had no revenue for over the past ten years or to the date hereof.
Although, the Company does plan on receiving revenues in the immediate future
the Company can provide no assurance that the business operations will produce
any material revenues for the Company or that the business will operate on a
profitable basis.
<PAGE>
Risks of "Penny Stock." The Company's common stock may be deemed to be
"penny stock" as that term is defined in Reg. Section 240.3a51-1 of the
Securities and Exchange Commission. Penny stocks are stocks (i) with a price of
less than five dollars per share; (ii) that are not traded on a "recognized"
national exchange; (iii) whose prices are not quoted on the NASDAQ automated
quotation system (NASDAQ-listed stocks must still meet requirement (i) above);
or (iv) in issuers with net tangible assets less than $2,000,000 (if the issuer
has been in continuous operation for at least three years) or $5,000,000 (if in
continuous operation for less than three years), or with average revenues of
less than $6,000,000 for the last three years.
There has been no "established public market" for the Company's common
stock during the last five years. At such time as the Company completes a merger
or acquisition transaction, if at all, it may attempt to qualify for quotation
on either NASDAQ or a national securities exchange. However, at least initially,
any trading in its common stock will most likely be conducted in the
over-the-counter market in the "pink sheets" or the OTC Bulletin Board of the
NASD. Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in the Company's
common stock are urged to obtain and read such disclosure carefully before
purchasing any shares that are deemed to be "penny stock." Moreover, Reg.
Section 240.15g-9 of the Securities and Exchange Commission requires
broker-dealers in penny stocks to approve the account of any investor for
transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of
such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
<PAGE>
Principal Products or Services and their Markets.
-------------------------------------------------
The Company's principal products are rental equipment. The rental industry
is a competitive market, but the Company believes that through a variety of
advertisement mediums the Company may be able to obtain a share of the market.
Competition; Low Barriers to Entry
------------
The market for recreational vehicles rentals is a relatively old and
established market. The Company expects competition to persist, and possibly
increase in the future. As a strategic response to changes in the competitive
environment, the Company may from time to time make certain pricing, service, or
marketing decisions that could have a material adverse effect on the Company's
business, financial condition and results of operations.
In addition, the Company's ability to maintain future client relationships
and generate new clients will depend to a significant degree on the quality of
its services and its reputation among its clients and potential clients,
compared with the quality of its services provided by, and the reputations of,
the Company's competitors.
There are relatively low barriers to entry into the Company's business.
Because firms such as the Company rely on the skill of their personnel and the
quality of its products offered, the Company has no patented products or
services that would preclude or inhibit competitors from entering the Company's
market.
Sources and Availability of Raw Materials and Names of Principal Suppliers.
---------------------------------------------------------------------------
None; not applicable
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements of
Labor Contracts.
-----------------------------------------------------------------------------
None; not applicable
Need for any Governmental Approval of Principal Products of Services.
---------------------------------------------------------------------
The Company is not currently subject to direct government regulation, other
than securities laws and the regulations thereunder applicable to all publicly
owned companies, and laws and regulations applicable to businesses generally,
and there are few laws or regulations directly applicable to rentals of
recreational vehicles.
Effect of Existing or Probable Governmental Regulations on Business.
--------------------------------------------------------------------
The integrated disclosure system for small business issuers adopted by the
Securities and Exchange Commission in Release No. 34-30968 and effective as of
August 13, 1992, substantially modified the information and financial
requirements of a "Small Business Issuer," defined to be an issuer that has
revenues of less than $25 million; is a U.S. or Canadian issuer, is not an
investment company, and if a majority-owned subsidiary, the parent is also a
small business issuer, provided, however, an entity is not a small business
issuer if it has a public float (the aggregate market value of the issuer's
outstanding securities held by non-affiliates) of $25 million or more. The
Company is deemed to be a "small business issuer."
The Securities and Exchange Commission, state securities commissions and
the North American Securities Administrators Association, Inc. ("NASAA") have
expressed an interest in adopting policies that will streamline the registration
process and make it easier for a small business issuer to have access to the
public capital markets.
Research and Development.
------------------------
None; not applicable
Cost and Effects of Compliance with Environmental Laws.
------------------------------------------------------
None; not applicable
<PAGE>
Number of Employees.
-------------------
Other than the Company's Treasurer, James Doolin, the Company currently has
no employees. Mr. Doolin will be responsible for all of the Company's operations
for the foreseeable future. The Company will hire a service technician if
necessary, and if the Company is able to pay the worker's wage or salary from
operating revenue.
Item 2. Description of Property.
-----------------------
The Company has two premium four-wheel recreational vehicles. Its business
address is the office of one of its shareholder, Duane Jenson, and is provided
rent-free. The Company has free access to Mr. Jenson's telephone and other
office materials. Depending on the Company's growth, the Company may find it
necessary to acquire an office and telephone system or its own, but management
does not believe that this will be necessary in the near future.
Item 3. Legal Proceedings.
------------------
The Company is not a party to any pending legal proceeding. To the
knowledge of management, no federal, state or local governmental agency is
presently contemplating any proceeding against the Company. No director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the Company's common stock is a party adverse to
the Company or has a material interest adverse to the Company in any proceeding.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
During the fourth quarter of the year ended July 31, 2000, no matter was
submitted to a vote of the Company's securities holders, whether through the
solicitation of proxies or otherwise.
<PAGE>
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
---------------------------------------------------------
Market Information
------------------
There has been no "public market" for shares of common stock of the
Company. However, the Company intends to submit for quotations regarding its
common stock on the OTC Bulletin Board of the National Association of Securities
Dealers ("NASD"); however, management does not expect any public market to
develop unless and until the Company completes an acquisition or merger. In any
event, no assurance can be given that any market for the Company's common stock
will develop or be maintained.
Holders
-------
The number of record holders of the Company's common stock as of the date
of this Report is approximately 103.
Dividends
---------
The Company has not declared any cash dividends with respect to its common
stock and does not intend to declare dividends in the foreseeable future. The
future dividend policy of the Company cannot be ascertained with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material restrictions limiting, or that are likely to limit, the Company's
ability to pay dividends on its common stock.
Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.
------------------------------------------------------------------------------
On August 16, 1999, the Company issued 295,118 "unregistered" and
"restricted" shares at a value of $.005 per share to Jenson Services in
consideration of the payment of $1,475.59 for audit and other corporate expenses
incurred on behalf of the Company.
On August 16, 1999, the Company issued 250,000 "unregistered" and
"restricted" shares to each of the four officers and directors, for a total of
1,000,000 shares. These shares were in consideration of services rendered.
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of Operation.
----------------------------------------------------------
Plan of Operation.
------------------
The Company has engaged in its material operations, but has had no revenues
from operations during the last two fiscal years. The Company's plan of
operation for the next 12 months is to continue its current rental business and
to advertise through a variety of mediums including: web-page, newspapers and
flyers.
During the next 12 months, the Company's only foreseeable cash requirements
will relate to maintaining the Company in good standing in the state of Utah,
payment of expenses associated to maitaining the rental vehicles, and
advertisements. As of July 31, 2000, the Company had $869 cash on hand. If
additional funds are required during this period, such funds may be advanced by
management or stockholders as loans to the Company. As of the date of this
Report, the Company is not engaged in any negotiations with any person regarding
any such ventures.
Results of Operations.
----------------------
The Company has been involved in maintaing the Company's good corporate
standing in the State of Utah, acquiring recreational vehicles, obtaining
business insurance, participating in financing activities and advertising.
At July 31, 2000, the Company's had $12,637 of assets. See the Index to
Financial Statements, Item 7 of this Report.
During the period ended July 31, 2000, the Company had a net loss of
$9,625. The Company has received no revenues in either of its two most recent
calendar years. See the Index to Financial Statements, Item 7 of this Report.
Liquidity.
---------
As of July 31, 2000, the Company had cash on hand of $869. Management
believes that these funds will be sufficient to allow it to advertise and
establish a customer base. The Company's cash on hand will be sufficient to
allow it to further operations; however, the Company's success in its planned
business endeavors will depend entirely on its ability to attract and maitaim a
sufficient client base.
Item 7. Financial Statements.
---------------------
Financial Statements for the years ended July 31, 2000 and 1999
Independent Auditors' Report
Balance Sheets - July 31, 2000
Statements of Operations for the years ended
July 31, 2000 and 1999
Statements of Stockholders' Equity for the
years ended July 31, 2000 and 1999
Statements of Cash Flows for the years ended
July 31, 2000 and 1999
Notes to the Financial Statements
<PAGE>
LITTLE CREEK, INC.
Formerly know as North American Sign Corporation
[A Development Stage Company]
Financial Statements and Independent Auditors' Report
July 31, 2000
<PAGE>
<TABLE>
<CAPTION>
Little Creek, Inc.
Formerly know as North American Sign Corporation
[A Development Stage Company]
TABLE OF CONTENTS
Page
<S> <C>
Independent Auditors' Report 1
Balance Sheet -- July 31, 2000 2
Statements of Operations for the years ended July 31, 2000 and 1999, and
for the period from Reactivation [March 14, 1999] through July 31, 2000
3
Statements of Stockholders' Deficit for the years ended July 31, 2000 and
1999, and for the period from Reactivation [March 14, 1999] through July
31, 2000 4
Statements of Cash Flows for the years ended July 31, 2000 and 1999, and
for the period from Reactivation [March 14, 1999] through July 31, 2000 5
Notes to Financial Statements 6 -- 9
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Little Creek, Inc. [a development stage company]
We have audited the accompanying balance sheet of Little Creek, Inc. [a
development stage company] as of July 31, 2000, and the related statements of
operations, stockholders' deficit, and cash flows for the periods ended July 31,
2000 and 1999, and for the period from Reactivation [March 14, 1999] through
July 31, 2000. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our 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 Little Creek, Inc. [a
development stage company] as of July 31, 2000, and the results of operations
and cash flows for the periods ended July 31, 2000 and 1999, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has accumulated losses from
operations, minimal assets, and a net working capital deficiency that raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/S/ MANTYLA MCREYNOLDS
Mantyla McReynolds
Salt Lake City, Utah
August 18, 2000
<PAGE>
<TABLE>
<CAPTION>
Little Creek, Inc.
Formerly know as North American Sign Corporation
[A Development Stage Company]
Balance Sheet
July 31, 2000
ASSETS
Assets
Current Assets:
<S> <C>
Cash $ 869
------------------
Total Current Assets 869
Rental Equipment NOTES 1 & 7 12,387
Accumulated Depreciation (619)
------------------
Net Property 11,768
------------------
Total Assets $ 12,637
==================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
Current Liabilities:
Accrued Interest 400
Payable to shareholders $ 1,862
------------------
Total Current Liabilities 2,262
Notes payable - NOTE 6 16,000
------------------
Total Liabilities 18,262
Stockholders' Deficit:
Capital Stock -- 50,000,000 shares authorized having a
par value of $.001 per share; 1,491,483 shares issued
and outstanding - NOTE 5 1,491
Additional Paid-in Capital 46,491
Accumulated Deficit (53,607)
------------------
Total Stockholders' Deficit (5,625)
------------------
Total Liabilities and Stockholders' Deficit $ 12,637
==================
See accompanying notes to financial statements.
2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Little Creek, Inc.
Formerly know as North American Sign Corporation
[A Development Stage Company]
Statements of Operations
For the Years Ended July 31, 2000 and 1999, and for the Period from
Reactivation [March 14, 1999] through July 31, 2000
Reactivation
through July
2000 1999 31, 2000
-------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Revenues $ -0- $ -0- $ -0-
General & Administrative Expenses 9,225 1,622 10,847
Other Income / Expense
Interest Expense 400 400
-------------- --------------- ---------------
Operating Loss (9,625) (1,622) (11,247)
Net Loss Before Income Taxes (9,625) (1,622) (11,247)
Current Year Provision for Income Taxes -0- -0- -0-
-------------- --------------- ---------------
Net Loss $ (9,625) $ (1,622) $ (11,247)
============== =============== ===============
Loss Per Share $ (.01) $ (.01) $ (.01)
============== =============== ===============
Weighted Average Shares Outstanding 1,383,557 196,365 843,924
============== =============== ===============
See accompanying notes to financial statements.
3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Little Creek, Inc.
Formerly know as North American Sign Corporation
[A Development Stage Company]
Statements of Stockholders' Deficit
For the Years Ended July 31, 2000 and 1999, and for the Period from
Reactivation [March 14, 1999] through July 31, 2000
Additional Net
Common Common Paid-in Accumulated Stockholders'
Shares Stock Capital Deficit Deficit
------------ ---------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Balance at reactivation, [March
14, 1999] 4,875,000 4,875 36,631 (42,360) (854)
Net loss for the period March
15, 1999 through July 31, 1999 (1,622) (1,622)
------------ ---------- ------------ ------------ -------------
Balance, July 31, 1999 4,875,000 4,875 36,631 (43,982) (2,476)
August 31, 1999, 25:1 reverse
stock split (4,678,635) (4,679) 4,679
Issued stock for expenses
($.005 per share) 295,118 295 1,181 1,476
Issued stock to officers
($.005 per share) 1,000,000 1,000 4,000 5,000
Net Loss for year ended
July 31, 2000 (9,625) (9,625)
Balance, July 31, 2000 1,491,483 $ 1,491 $ 46,491 $ (53,607) $ (5,625)
============ ========== ============ ============ =============
See accompanying notes to financial statements.
4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Little Creek, Inc.
Formerly know as North American Sign Corporation
[A Development Stage Company]
Statements of Cash Flows
For the Years Ended July 31, 2000 and 1999, and for the Period from
Reactivation [March 14, 1999] through July 31, 2000
Reactivation
through July
2000 1999 31, 2000
Cash Flows Provided by/(Used for) Operating Activities
<S> <C> <C> <C>
Net Loss $ (9,625) $ (1,622) $ (11,247)
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 619 619
Issued shares for services 4,000 4,000
Increase in current liabilities 400 1,622 2,022
Increase in loans from shareholders 1,862 1,862
----------- ----------- -------------
Net Cash Used for Operating Activities (2,744) -0- (2,744)
Cash Flows Provided by Investing Activities
Cash used to purchase equipment (12,387) (12,387)
----------- ----------- -------------
Net cash used for investing activities (12,387) (12,387)
Cash Flows Provided by Financing Activities
Notes payable 16,000 16,000
----------- ----------- -------------
Net cash from financing activities 16,000 16,000
----------- ----------- -------------
Net Increase/(Decrease) in Cash 869 -0- 869
Beginning Cash Balance -0- -0- -0-
----------- ----------- -------------
Ending Cash Balance 869 $ -0- $ 869
=========== =========== =============
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for interest $ -0- $ -0- $ -0-
Cash paid during the year for income taxes $ -0- $ -0- $ -0-
See accompanying notes to financial statements.
5
</TABLE>
<PAGE>
Little Creek, Inc.
Formerly know as North American Sign Corporation
[A Development Stage Company]
Notes to Financial Statements
July 31, 2000
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Organization
Little Creek, Inc. incorporated under the laws of the State of
Utah on September 30, 1980 under the name of Blue Gander
Exploration, Inc. On October 29, 1988 the Company amended its
Articles of Incorporation and changed its name to North American
Sign Corporation. The Company engaged in various investment
activities through 1990. The Company was involuntarily dissolved
in May 1, 1990 for failure to file an annual report. Since that
time the Company was left dormant until March 14, 1999 when it
was reactivated. On October 14, 1999 the company amended its
Articles of Incorporation and changed its name to Little Creek,
Inc.
The company is in the business of renting all terrain equipment
to the general public. No revenue has been generated as of July
31, 2000 from renting the equipment.
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles. The
following summarizes the more significant of such policies:
(b) Income Taxes
The Company has adopted the provisions of Statement of Financial
Accounting Standards No. 109 [the Statement], Accounting for
Income Taxes. The Statement requires an asset and liability
approach for financial accounting and reporting for income taxes,
and the recognition of deferred tax assets and liabilities for
the temporary differences between the financial reporting bases
and tax bases of the Company's assets and liabilities at enacted
tax rates expected to be in effect when such amounts are realized
or settled. Prior years' consolidated financial statements have
not been restated to apply the provisions of the Statement. The
cumulative effect of this change in accounting for income taxes
as of July 31, 2000 is $0 due to the valuation allowance
established as described in Note 3.
(c) Net Loss Per Common Share
In accordance with Financial Accounting Standards No. 128,
"Earnings Per Share," basic loss per common share is computed
using the weighted average number of common shares outstanding.
Diluted earnings per share is computed using weighted average
number of common shares plus dilutive common share equivalents
outstanding during the period using the treasury stock method.
Common stock equivalents were not included in the computation of
loss per share for the periods presented because their inclusion
is antidilutive.
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
[continued]
6
<PAGE>
Little Creek, Inc.
Formerly know as North American Sign Corporation
[A Development Stage Company]
Notes to Financial Statements
July 31, 2000
[Continued]
(d) Statement of Cash Flows
For purposes of the statements of cash flows, the Company
considers cash on deposit in the bank to be cash. The Company had
$869 cash at July 31, 2000.
(e) Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent 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.
(f) Depreciation
Depreciation is computed principally using straight line based
upon the various classes of assets. Expenditures for maintenance
and repairs are expensed as incurred. Renewals and betterments
are capitalized.
NOTE 2 LIQUIDITY/GOING CONCERN
The Company has accumulated losses since inception amounting to
$53,207, has minimal assets, and has a net working capital
deficiency at July 31, 2000. These factors raise substantial
doubt about the Company's ability to continue as a going concern.
The company has invested in rental equipment but has not yet
begun to recognize any revenues. The consolidated financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
7
<PAGE>
Little Creek, Inc.
Formerly know as North American Sign Corporation
[A Development Stage Company]
Notes to Financial Statements
July 31, 2000
[Continued]
NOTE 3 INCOME TAXES
Below is a summary of deferred tax asset calculations on net
operating loss carry forward amounts. Loss carry forward amounts
expire at various times through 2020. A valuation allowance is
provided when it is more likely than not that some portion of the
deferred tax asset will not be realized.
NOL
Description Balance Tax Rate
Federal Income Tax $10,847 $1,627 15%
State Income Tax 10,847 542 5%
Valuation allowance (2,169)
-------------
Deferred tax asset 7/31/2000 $0
NOTE 4 SHAREHOLDER LOAN
A shareholder has paid expenses on behalf of the Company in the
amount of $1,862 and $622 for the periods ended July 31, 2000 and
1999, respectively. The Company has recorded a liability for
these expenses to the shareholder. This unsecured loan bears no
interest and is due on demand.
NOTE 5 COMMON STOCK/RELATED PARTY TRANSACTION
On August 16, 1999, the Company's Board of Directors resolved to
effect a reverse split of the outstanding common stock on the
basis of 25 for one, effective August 31, 1999, while retaining
the current authorized capital and par value. No stockholder
shall own less than 100 post split shares; appropriate
adjustments are to be made to the stated capital accounts and
capital surplus accounts.
Also, on August 16, 1999, the directors resolved to issue post
split shares in the following manner:
Description Number of Shares
-------------------------------------------- ----------------------------
Issued to shareholder for loan 295,118
Issued to directors for services 1,000,000
----------------------------
Total shares issued 1,295,118
8
<PAGE>
Little Creek, Inc.
Formerly know as North American Sign Corporation
[A Development Stage Company]
Notes to Financial Statements July 31, 2000
[Continued]
NOTE 6 NOTES PAYABLE
The Company borrowed funds at an interest rate of ten percent
(10%) per annum with no interest paid until maturity. The
debenture matures three years from the date of the loan, with the
privilege, however, of converting the loan, principal and accrued
interest into common shares of the company's one mill ($.001) par
value stock, at the rate of either ten cent ($.10) per share or
the average closing bid price of the last three trading days,
whichever rate is of greater value per share.
NOTE 7 RENTAL EQUIPMENT
The equipment is carried at cost of $12,387. The current years
depreciation is $619.
9
<PAGE>
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
------------------------------------------------------------------------
None; not applicable
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Identification of Directors and Executive Officers
--------------------------------------------------
The following table sets forth the names of all current directors and
executive officers of the Company. These persons will serve until the next
annual meeting of the stockholders or until their successors are elected or
appointed and qualified, or their prior resignation or termination.
<TABLE>
<CAPTION>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
---- ---- ----------- --------------
<S> <C> <C> <C>
Travis T. Jenson President 11/96 *
Director 11/96 *
Thomas J. Howells Vice President 11/96 *
Director 11/96 *
James P. Doolin Treasurer 03/99 *
Director 03/99 *
</TABLE>
* These persons presently serve in the capacities indicated.
Business Experience.
--------------------
Travis T. Jenson, President and a director is 27 years of age. Mr. Jenson
graduated from Westminster College of Salt Lake City, Utah, with a Bachelor of
Science degree in 1995. Mr. Jenson has been working as an investment consultant
with Jenson Services since 1996.
Thomas J. Howells, Vice President and a director is 27 years of age. Mr. Howells
graduated from Westminster College of Salt Lake City, Utah, with a Bachelor of
Arts degree in 1993. Mr. Howells has been working as an investment consultant
with Jenson Services since 1996.
James P. Doolin, Treasurer and a director is 23 years of age. Mr. Doolin
received a bachelors degree from the University of Utah in Business in June
1998. Mr. Doolin has managed Hillside Tire & Service, in Salt Lake City, Utah,
for the past four years and worked with Jenson Services since 1998.
<PAGE>
Significant Employees.
----------------------
The Company has no employees who are not executive officers.
Family Relationships.
---------------------
There are no family relationships between any director or executive officer.
Travis Jenson is a son of Duane Jenson, the majority shareholder of Jenson
Services.
Involvement in Certain Legal Proceedings.
-----------------------------------------
During the past five years, no present or former director, executive officer or
person nominated to become a director or an executive officer of the Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of
business, securities or banking activities; or
(4) was found by a court of competent jurisdiction (in a civil action),
the Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended or vacated.
Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------
Each of the Company's directors has filed a Form 3, Statement of Beneficial
Ownership, with the Securities and Exchange Commission; there have been no
changes in their beneficial ownership of shares of common stock of the Company
since the filing of their Form 3.
<PAGE>
Item 10. Executive Compensation.
-----------------------
The following table sets forth the aggregate compensation paid by the Company
for services rendered during the periods indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual ricte dlying Pay- Comp-
Position Ended ($) ($) Compen- Stock Options outs ensat'n
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Travis T.
Jenson, 07/31/00 0 0 0 250,000 0 0 0
President, 07/31/99 0 0 0 0 0 0 0
Director 07/31/98 0 0 0 0 0 0 0
Thomas J.
Howells 07/31/00 0 0 0 250,000 0 0 0
Vice Pres./ 07/31/99 0 0 0 0 0 0 0
Director 07/31/98 0 0 0 0 0 0 0
Nick 07/31/00 0 0 0 250,000 0 0 0
Lovato, 07/31/99 0 0 0 0 0 0 0
Secretary 07/31/98 0 0 0 0 0 0 0
Director
James P.
Doolin 07/31/00 0 0 0 250,000 0 0 0
</TABLE>
No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to the Company's management during the calendar
years ending July 31, 2000, 1999, or 1998, or the period ending on the date
of this Report.
Compensation of Directors.
--------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No additional
amounts are payable to the Company's directors for committee participation or
special assignments.
<PAGE>
Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.
-------------------------------
There are no employment contracts, compensatory plans or arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of employment with the Company or any subsidiary, any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
---------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
------------------------------------------------
The following table sets forth the shareholdings of those persons who
beneficially own more than five percent of the Company's common stock as of the
date of August 10, 2000, with the computations being based upon 1,491,483
shares of common stock being outstanding.
<TABLE>
<CAPTION>
Number of Shares Percentage
Name Beneficially Owned of Class (1)
---------------- ------------------ --------
<S> <C> <C>
Jenson Services, Inc.* 295,118 20%
Travis T. Jenson 250,000 17%
Thomas J. Howells 250,000 17%
Nick Lovato 250,000 17%
James P. Doolin 250,000 17%
------- -----
1,295,118 87%
* Duane S. Jenson is the President of Jenson Services, Inc., and may
be deemed the beneficial owner of Jenson Services, Inc.
</TABLE>
<PAGE>
Security Ownership of Management.
---------------------------------
The following table sets forth the shareholdings of the Company's directors
and executive officers as of the date of this Report:
<TABLE>
<CAPTION>
Number of Percentage of
Name and Address Shares Beneficially Owned of Class *
---------------- ------------------------- --------
<S> <C> <C>
Travis T. Jenson 250,000 17%
450 E. Aspen Drive
Park City, UT 84098
Thomas J. Howells 250,000 17%
8495 South Terrace Drive
Sandy, UT 84093
James P. Doolin 250,000 17%
3288 East Fort Union Blvd
SLC, UT 84107
------- ------
All directors and
executive officers 750,000 51%
as a group (3 persons)
</TABLE>
Changes in Control.
-------------------
To the knowledge of the Company's management, there are no present
arrangements or pledges of the Company's securities which may result in a change
in control of the Company.
Item 12. Certain Relationships and Related Transactions.
-----------------------------------------------
Transactions with Management and Others.
----------------------------------------
The Company's Secretary, Nick Lovato, resigned as officer and director of
April 25, 2000. For a description of any other transactions between members of
management, five percent stockholders, "affiliates", promoters and finders, see
the caption "Sales of 'Unregistered' and 'Restricted' Securities Over the Past
Three Years" of Item I.
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.
---------------------------------
Reports on Form 8-K
-------------------
None.
Exhibits
--------
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
LITTLE CREEK, INC.
Date:09/11/00 /S/TRAVIS JENSON
Travis Jenson
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:
LITTLE CREEK, INC.
Date:09/11/00 /S/TRAVIS JENSON
Travis Jenson
President and Director
Date:09/11/00 /S/JAMES DOOLIN
James Doolin
Treasurer and Director
