SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
<P>
------------------------
<P>
AMENDMENT NO. 1 TO
FORM 8-K
<P>
------------------------
<P>
CURRENT REPORT
<P>
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
<P>
Date of Report (Date of earliest event reported):
September 12, 2000
<P>
ANMORE MANAGEMENT INC.
<P>
(Exact Name of Registrant as Specified in Its Charter)
<P>
Delaware
(State or Other Jurisdiction of Incorporation)
<P>
0-29899 98-0220843
---------- ----------
(Commission File Number) (IRS Employer Identification No.)
<P>
128 April Road, Port Moody, BC, Canada V3H-3M5
(Address of Principal Executive Offices) (Zip Code)
<P>
(604) 469-8901
(Registrant's Telephone Number, Including Area Code)
<P>
(Former Name or Former Address,
if Changed Since Last Report)
<P>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
<P>
Pursuant to an Agreement and Plan of Merger
(the"Acquisition Agreement") effective September 12,
2000, Sierra Gigante Resources Inc. , a Nevada
corporation ( "Sierra Gigante"), acquired one hundred
percent (100%) of all the issued and outstanding shares
of common stock ("Common Stock") $.0001 par value of
Anmore Management Inc. , a Delaware corporation
("Anmore") , from Gerald Ghini , representing all of the
shareholder(s) issued and outstanding common stock of
Anmore, for $90,000.00 US and 10,000 shares of $.001 par
value common stock of Sierra Gigante (the "Acquisition").
<P>
The Acquisition was approved by the Board of Directors
and a majority of the shareholders of both Anmore and Sierra
Gigante on September 12, 2000. The Acquisition is
intended to qualify as a reorganization within the
meaning of Section 368(a)(1)(A) of the Internal
Revenue Code of 1986, as amended ("IRC").
<P>
Upon effectiveness of the Acquisition, pursuant to Rule
12g-3(a) of the General Rules and Regulations of the
Securities and Exchange Commission (the "Commission"),
Sierra Gigante elected to become the successor issuer to
Anmore for reporting purposes under the Securities
Exchange Act of 1934 (the "Act") and elects to report
under the Act effective September 12, 2000.
<P>
As of the effective date of the Acquisition Agreement,
Anmore shall assume the name of Sierra Gigante. Sierra
Gigante's officers and directors will become the officers
and directors of Anmore. As of the Effective Date, Mr.
Ghini shall have resigned as an officer and director of
Anmore.
<P>
No subsequent changes in the officers, directors and five
percent shareholders of Anmore are presently known.
The following table sets forth information regarding the
beneficial ownership of the shares of the Common Stock (the
only class of shares previously issued by Anmore) at
September 12, 2000 by (i) each person known by Anmore to be
the beneficial owner of more than five percent (5%) of
Anmore's outstanding shares of Common Stock, (ii) each
director of Anmore, (iii) the executive officers of Anmore,
and (iv) by all directors and executive officers of Anmore
as a group, prior to and upon completion of this Offering.
Each person named in the table, has sole voting and
investment power with respect to all shares shown as
beneficially owned by such person and can be contacted at
the address of Anmore.
<P>
<TABLE>
<S> <C> <C> <C>
Title of Class Name and Address of Amount and Nature
Beneficial Owner of Beneficial Owner Percent of Class(2)
--------------------------------------------------------------------------------------
Common Gerald Ghini 5,000,000 100.00%
128 April Road
Port Moody, BC,
Canada, V3H 3M5 100.00%
</TABLE>
<P>
Directors, Executive Officers, Promoters and Control
Persons
----------------------------------------------------
<P>
The directors, officers and significant employees of Sierra
Gigante are as follows:
<TABLE>
<S> <C> <C>
Name Age Position
Raymond Merry 43 President, Chief Executive Officer and Director
David S. Wiggins 55 Director
Dr. William G. Davenport 56 Director
Marino Middleton 55 Consultant
</TABLE>
<P>
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 Sierra Gigante serve at
the will of the Board of Directors. There is no family
relationship between any executive officer and director
of Sierra Gigante.
<P>
Management Team
<P>
Raymond Merry, President, Chief Executive Officer and
Director Mr. Merry has served as Sierra Gigante's
President, CEO and as a Director since his appointment on
July 1, 1998.
<P>
Mr. Merry has over 20 years of successful entrepreneur
experience in a variety of business settings. He was
President/owner of Eye to Eye Optical Ltd. from
1979 to 1984. In this capacity, he was responsible
for marketing, sales and general management functions.
Over the last fifteen years, Mr. Merry has been involved
with Canadian public companies in the acquisition of
mining properties. He has been involved in raising
investment capital for numerous projects and has experience
with international investments. He was a director of
Bookergold Explorations Ltd. from July 19, 1996 to September
9, 1998. Mr. Merry brings an extensive knowledge of
business management and expertise to the Company.
<P>
David S. Wiggins, Director Mr. Wiggins was appointed to
the Board of Directors of Sierra Gigante on June 16, 1999.
<P>
Mr. Wiggins has been a successful entrepreneur for over
35 years. His experience encompasses administrative and
consultative skills which he honed through his various
businesses and associations. Mr. Wiggins commenced with
providing management services to various nursing homes
and small companies as owner of Wiggins Associates in
Havertown, PA. Next, he was a Partner for Sharpe-
Wiggins, Ltd., where he was a consultant specializing in
assisting small to midsize companies in corporate
planning, development and management. Mr. Wiggins moved
on and became a Partner for E.J. Stewart Video, Inc.,
where he was a financial planner responsible for
financial decisions, structuring corporate financing,
budget forecasts and implementations, payroll, conducting
marketing concepts development and strategic positioning
functions for Sierra Gigante. In addition, Mr. Wiggins has
executed complete organizational structures which include
market research, strategic positioning, system formation,
human resource management, advertising and financial
planning. From 1997 to the present, Mr. Wiggins has been
the owner of National Title Loans in Wilmington, DE, where
his company is an established loan business which
specializes in personal and automotive loans. From 1982 to
1996, he worked for Commonwealth Auto Auctions. He worked
as a partner at Commonwealth where his duties included
market research, positioning, system formation, hiring,
advertising and financial planning.
<P>
Mr. Wiggins brings forth an extensive background in
entrepreneurship, administrative and consultative skills
to the management team of Sierra Gigante.
<P>
Dr. William G. Davenport, Director Dr. Davenport was
appointed to the Board of Directors of Sierra Gigante on
March 29, 2000.
<P>
Dr. Davenport has a Ph.D. in psychology from the
University of Newcastle in Australia. He has authored
numerous articles in signal detection and decision-
making. Dr. Davenport has managed, owned, operated and
supervised the construction of numerous nursing homes in
the Greater Vancouver region and is President of both High
West Homes Ltd. and Argosy Limited (from 1980 to the present
date), and was a Vice President and Principal of
Capital Development Corporation from 1991 until 1994. Both
companies provide financing structures for the development
of health care centers, nursing homes, retirement facilities
and multi- family housing units. Dr. Davenport's firm has
been involved in financing and investment structures for
international projects.
<P>
Dr. Davenport holds a securities license and has
extensive experience in financing of private and public
companies. Prior to his financial career, Dr. Davenport
held a senior position with the Government of British
Columbia, Ministry of Advanced Education and was an
instructor at both the University of British Columbia and
Simon Fraser University. Dr. Davenport brings a wide
range of business and financial experience to the Board
of Directors of Sierra Gigante.
<P>
Marino Middleton, B.A.M.A., Consultant On March 14, 2000,
Mr. Middleton signed an agreement with Sierra Gigante to act
as a consultant.
<P>
Mr. Middleton is also the President of Isoplus Quality
Systems, Ltd., a software development and management
consulting firm. He has been a Professor for several years
and is presently an adjunct professor for The
University of New Brunswick, Canada, faculty of business
and Central Michigan University, Faculty of Business
instructing undergraduate and MBA programs. He has
taught and consulted for various colleges (i.e. British
Columbia Institute of Technology, Vancouver Community
College, Malaspina University College and the University
of British Columbia). Mr. Middleton worked for the
Ministry of Advanced Education as an Assistant Director
of Program Research and Curriculum Development for 9
years prior to his teaching and corporate career. He has
published internationally in the areas of decision
theory, risk taking and perception. Mr. Middleton's firm
was a leader in developing software for implementation of
ISO 9000 standards in Fortune 500 firms and laboratories
and consulting firms. Mr. Middleton's company has also
developed software for safety management (ISM) utilized
in ships and ISO 14000 for environmental management.
Currently his firm is specializing in e-commerce,
management, government funding and Scientific Tax-Credit
consulting.
<P>
The Directors named above will serve until the next
annual meeting of the shareholders of Sierra Gigante in the
year 2001. Directors will be elected for one-year terms
at each annual shareholder's meeting. Officers hold their
positions at the appointment of the Board of Directors.
<P>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
<P>
Pursuant to the Acquisition Agreement, Sierra Gigante
acquired one hundred (100%) of the issued and outstanding
shares of common stock (Common Stock) of Anmore from Gerald
Ghini, representing all of the shareholder(s) issued and
outstanding Common Stock of Anmore, for $90,000.00 US and
10,000 shares of $.001 par value common stock of Sierra
Gigante. In evaluating the Acquisition, Anmore used criteria
such as the value of Sierra Gigante's business
relationships, goodwill, Sierra Gigante's ability to compete
in the Internet business to business auction industry,
Sierra Gigante's current and anticipated business operations
and the background of Sierra Gigante's officers and
directors in the B to B industry. No material relationship
exists between the selling shareholders of Anmore or any of
its affiliates, any director or officer of Anmore and Sierra
Gigante. The consideration exchanged pursuant to the
Acquisition Agreement was negotiated between Anmore and
Sierra Gigante in an arm's-length transaction. The
consideration paid derived from Sierra Gigante's cash on
hand and treasury stock.
<P>
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
<P>
No court or governmental agency has assumed jurisdiction
over any substantial part of Anmore's business or
assets.
<P>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
<P>
Sierra Gigante retains its certifying accountants.
<P>
ITEM 5. OTHER EVENTS
<P>
SUCCESSOR ISSUER ELECTION. Pursuant to Rule 12g-3(a) of the
General Rules and Regulations of the Securities and Exchange
Commission, Sierra Gigante elected to become the successor
issuer to Anmore Management Inc. for reporting
purposes under the Securities Exchange Act of 1934 and
elects to report under the Act effective September 12, 2000.
<P>
Anmore hereby adopts May 31 as its fiscal year end to
coincide with the fiscal year end of Sierra Gigante.
<P>
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
<P>
No directors have resigned due to a disagreement with Anmore
since the date of the last annual meeting of shareholders.
<P>
ITEM 7. FINANCIAL STATEMENTS
<P>
The pro forma consolidated financial statements of Sierra
Gigante and Anmore as of August 31, 2000 are filed herewith.
The reviewed financial statements for Sierra Gigante for the
period ending August 31, 2000 are filed herewith. The
audited financial statements for Sierra Gigante for
the years ending May 31, 2000 and 1999 are filed herewith.
<P>
ITEM 8. CHANGE IN FISCAL YEAR
<P>
There has been no change in Anmore's fiscal year.
<P>
SIERRA GIGANTE RESOURCES, INC.
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED AUGUST 31, 2000
PRO FORMA COMBINED CONDENSED FINANCIAL DATA
<P>
To the Board of Directors
<P>
Sierra Gigante Resources
Vancouver B.C. Canada
<P>
The Unaudited Pro Forma Combined Statement of Operations
of the Company for the three-month period ended August
31, 2000 and the year ended May 31, 2000(the "Pro Forma
Statements of Operations") and the Unaudited Pro Forma
Combined Balance Sheet of the Company as of August 31,
2000 and May 31, 2000, have been prepared to illustrate
the estimated effect of the Anmore Management, Inc
Transactions. The Pro Forma Financial Statements do not
purport to be indicative of the results of operations or
financial position of the Company that would have
actually been obtained had such transactions been
completed as of the assumed dates and for the period
presented, or which may be obtained in the future. The
pro forma adjustments are described in the accompanying
notes and are based upon available information and
certain assumptions that the Company believes are
reasonable. The Pro Forma Financial Statements should be
read in conjunction with the separate historical
consolidated financial statements of Sierra Gigante
Resources and Anmore Management, Inc. and the notes
thereto.
<P>
A preliminary allocation of the purchase price has been
made to major categories of assets and liabilities in the
accompanying Pro Forma Financial Statements based on
available information. The actual allocation of purchase
price and the resulting effect on income from operations
may differ significantly from the pro forma amounts
included herein. These pro forma adjustments represent
the Company's preliminary determination of purchase
accounting adjustments and are based upon available
information and certain assumptions that the Company
believes to be reasonable. Consequently, the amounts
reflected in the Pro Forma Financials Statements are
subject to change, and the final amounts may differ
substantially.
<P>
/s/ Elliott, Tulk, Pryce, Anderson
----------------------------------
Chartered Accountants
Vancouver, B.C. Canada
September 12, 2000
<P>
Sierra Gigante Resources, Inc.
(A Development Stage Company)
Pro Forma Consolidated Balance Sheets
As at August 31, 2000
(unaudited)
<TABLE>
<S> <C> <C> <C> <C>
Sierra Gigante Anmore
Resources, Inc. Management Inc. Adjustments Pro Forma
$ $ $ $
<P>
Assets
Current Assets
Cash 17,469 (90,000) (72,531)
Prepaid expenses and other
current assets 28,502 28,502
--------------------------------------------------------------------------------------
45,971 (90,000) (44,029)
<P>
Property, Plant and Equipment 90,479 90,479
Mineral Properties 1 1
--------------------------------------------------------------------------------------
136,451 (90,000) 46,451
======================================================================================
Liabilities and Stockholders' Equity
<P>
Current Liabilities
<P>
Accounts payable 10,591 10,591
Note payable 30,000 30,000
Due to related parties 45,433 45,433
--------------------------------------------------------------------------------------
86,024 86,024
--------------------------------------------------------------------------------------
Stockholders' Equity
Common stock - 25,000,000 shares
authorized at $.001 par value,
11,734,397, issued and
outstanding 11,724 210 (200) 11,734
Additional paid-in capital 435,141 (90,010) 345,131
Stock based compensation -
stock options 31,620 31,620
Deficit accumulated during the
development stage (428,058) (210) 210 (428,058)
--------------------------------------------------------------------------------------
Total Stockholders' Equity 50,427 (90,000) (39,573)
--------------------------------------------------------------------------------------
Total Liabilities and
Stockholders' Equity 136,451 (90,000) 46,451
======================================================================================
<P>
</TABLE>
<TABLE>
Sierra Gigante Resources, Inc.
(A Development Stage Company)
Pro Forma Consolidated Statements of Operations
For the Three Months Ended August 31, 2000
(unaudited)
<S> <C> <C> <C> <C>
Sierra Gigante Anmore Pro Forma
Resources, Inc. Management Inc. Adjustments Pro Forma
(Note 2)
$ $ $ $
Revenues
---------------------------------------------------------------------------------------
Expenses
General and administrative 36,966 36,966
Selling and marketing 1,185 1,185
Product development 16,756 16,756
General exploration 3,321 3,321
---------------------------------------------------------------------------------------
Total Expenses 58,228 58,228
---------------------------------------------------------------------------------------
Net Loss For The Period (58,228) (58,228)
---------------------------------------------------------------------------------------
Basic Net Loss Per Share (0.01) (0.01)
---------------------------------------------------------------------------------------
</TABLE>
<TABLE>
Sierra Gigante Resources, Inc.
(A Development Stage Company)
Pro Forma Consolidated Balance Sheets
As at May 31, 2000
(unaudited)
<S> <C> <C> <C> <C>
Sierra Gigante Anmore Pro Forma
Resources, Inc. Management Inc. Adjustments Pro Forma
(Note 2)
$ $ $ $
Assets
Current Assets
Cash 3,586 (90,000) (86,414)
Prepaid expenses and other
current assets 33,758 33,758
---------------------------------------------------------------------------------------
37,344 (90,000) (52,656)
Property, Plant and
Equipment 103,187 103,187
Mineral Properties 1 1
---------------------------------------------------------------------------------------
140,532 (90,000) 50,532
---------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
<P>
Current Liabilities
Accounts payable 11,036 11,036
Due to related parties 31,841 31,841
---------------------------------------------------------------------------------------
42,877 42,877
---------------------------------------------------------------------------------------
Stockholders' Equity
<P>
Common stock - 25,000,000 shares
authorized at $.001
par value, 11,657,063,
issued and outstanding 11,647 210 (200) 11,657
Additional paid-in capital 412,018 (90,010) 322,008
Common stock paid for
but unissued 12,200 12,200
Stock based compensation
- stock options 31,620 31,620
Deficit accumulated during the
development stage (369,830) (210) 210 (369,830)
---------------------------------------------------------------------------------------
Total Stockholders' Equity 97,655 (90,000) 7,655
---------------------------------------------------------------------------------------
Total Liabilities and
Stockholders' Equity 140,532 (90,000) 50,532
=======================================================================================
</TABLE>
<TABLE>
Sierra Gigante Resources, Inc.
(A Development Stage Company)
Pro Forma Consolidated Statements of Operations
For the Year Ended May 31, 2000
(unaudited)
<S> <C> <C> <C> <C>
Sierra Gigante Anmore Pro Forma
Resources, Inc. Management Inc. Adjustments Pro Forma
(Note 2)
$ $ $ $
Revenues
---------------------------------------------------------------------------------------
Expenses
General and administrative 112,965 112,965
Selling and marketing 24,892 24,892
Product development 7,275 7,275
General exploration 122,400 122,400
---------------------------------------------------------------------------------------
Total Expenses 267,532 267,532
---------------------------------------------------------------------------------------
Net Loss For The Year (267,532) (267,532)
---------------------------------------------------------------------------------------
Basic Net Loss Per Share (0.02) (0.02)
=======================================================================================
</TABLE>
<P>
Sierra Gigante Resources, Inc.
(A Development Stage Company)
Notes to Pro Forma Consolidated Financial Statements
(unaudited)
<P>
1.Pro Forma Transaction
<P>
Pursuant to an Agreement and Plan of Merger (the
"Acquisition Agreement") effective September 12, 2000,
the Company acquired 100% of all the issued and
outstanding shares of common stock of Anmore Management
Inc., a Delaware corporation, for $90,000 and 10,000
shares of the Company valued at a nominal $10. The
Company has paid $5,000 as a down payment and management
is in the process of raising funds to pay the balance.
<P>
The acquisition was approved by the Board of Directors
and a majority of the shareholders of both Anmore
Management Inc. and the Company on September 12, 2000.
<P>
Upon effectiveness of the acquisition, the Company
elected to become the successor issuer to Anmore
Management Inc. for reporting purposes under the
Securities Exchange Act of 1934 ("the Act") and elects to
report under the Act effective September 12, 2000.
<P>
As of the effective date of the Acquisition Agreement,
Anmore Management Inc. shall assume the name of the
Company. The Company's officers and directors will become
the officers and directors of Anmore Management Inc.
<P>
The $90,000 will be treated for accounting purposes, as a
reduction of the additional paid in capital and not as
goodwill as the nature of the transaction was to allow
Sierra Gigante Resources, Inc. to report under the Act by
way of reorganization.
<P>
The Pro Forma Financial Statements are presented to
disclose the effect of the above business combination as
if it had consummated on August 31, 2000 and May 31,
2000.
<P>
2.Pro Forma Adjustment
<P>
The only adjustment is to reduce cash by $90,000 and
reduce stockholders' equity by $90,000.
<P>
<P>
Sierra Gigante Resources, Inc.
(A Development Stage Company)
<P>
Index
<TABLE>
<S> <C>
Report of Independent Accountants F 1
<P>
Report of Independent Auditors F 2
<P>
Balance Sheets F-3
<P>
Statements of Operations F-4
<P>
Statement of Stockholders' Equity F-5
<P>
Statements of Cash Flows F-6
<P>
Notes to the Financial Statements F-7 F-13
<P>
</TABLE>
Independent Accountants' Report
<P>
To The Board of Directors
of Sierra Gigante Resources, Inc.
<P>
We have reviewed the accompanying balance sheet of Sierra
Gigante Resources, Inc. (A Development Stage Company) as
of August 31, 2000 and the related statements of
operations and cash flows for the three months ended
August 31, 2000. These financial statements are the
responsibility of the Company's management.
<P>
We conducted our review in accordance with standards
established by the American Institute of Certified Public
Accountants. A review of interim financial information
consists principally of applying analytical procedures to
financial data and of making inquiries of persons
responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
<P>
Based on our review, we are not aware of any material
modifications that should be made to such condensed
consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
<P>
The accompanying financial statements have been prepared
assuming that the Company will continue as a going
concern. As discussed in Note 1 to the annual financial
statements for the year ended May 31, 2000, certain
conditions 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 1 to the
financial statements.
<P>
We have previously audited, in accordance with generally
accepted auditing standards, the balance sheet of Sierra
Gigante Resources, Inc. as of May 31, 2000 and the
related statements of operations, stockholders' equity,
and cash flows for the year then ended; and in our report
dated July 6, 2000, we expressed an unqualified opinion
on those financial statements and included an explanatory
paragraph concerning matters that raise substantial doubt
about the Company's ability to continue as a going
concern. In our opinion, the information set forth in the
accompanying balance sheet as of May 31, 2000 is fairly
stated, in all material respects, in relation to the
balance sheet from which it has been derived. The
financial statements of Sierra Gigante Resources, Inc. as
of May 31, 1999, and the related statements of
operations, stockholders' equity and cash flows for the
period from June 3, 1998 (date of inception) to the year
ended May 31, 1999 were audited by other auditors, whose
report dated July 29, 1999, expressed an unqualified
opinion on those statements.
<P>
/s/ "Elliott, Tulk, Pryce, Anderson"
<P>
Chartered Accountants
Vancouver, Canada
September 11, 2000
<P>
Report of Independent Auditors
<P>
To The Board of Directors
of Sierra Gigante Resources, Inc.
<P>
We have audited the accompanying balance sheets of Sierra
Gigante Resources, Inc. (A Development Stage Company) as
of May 31, 2000, and the related statements of
operations, stockholders' equity and cash flows for the
year then ended. 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. The financial
statements of Sierra Gigante Resources, Inc. as of May
31, 1999, and the related statements of operations,
stockholders' equity and cash flows for the period from
June 3, 1998 (date of inception) to the year ended May
31, 1999 were audited by other auditors, whose report
dated July 29, 1999, expressed an unqualified opinion on
those statements.
<P>
We conducted our audit in accordance with generally
accepted auditing standards in the United States. 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 by management,
as well as evaluating the overall financial statement
presentation. We believe that our audit provides a
reasonable basis for our opinion.
<P>
In our opinion, the financial statements referred to
above presents fairly, in all material respects, the
financial position of Sierra Gigante Resources, Inc. (A
Development Stage Company), as of May 31, 2000, and the
related statements of operations, stockholders' equity
and cash flows for the year ended May 31, 2000, in
conformity with generally accepted accounting principles
in the United States.
<P>
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As
discussed in Note 1 to the financial statements, the
Company has losses from operations since inception, no
source of revenues and insufficient working capital
available to meet purchase/option obligations. These
factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's
plans in regard to these matters are also discussed in
Note 1. These financial statements do not include any
adjustments which might result from the outcome of this
uncertainty.
<P>
/s/ "Elliott, Tulk, Pryce, Anderson"
<P>
Chartered Accountants
Vancouver, Canada
July 6, 2000
<P>
SIERRA GIGANTE RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
<P>
FIANNCIAL STATEMENTS
<P>
Sierra Gigante Resources, Inc.
(A Development Stage Company)
Balance Sheets
<TABLE>
<S> <C> <C> <C>
August 31, May 31, May 31,
2000 2000 1999
$ $ $
(unaudited)
Assets
Current Assets
Cash 17,469 3,586 8,975
Prepaid expenses and other current assets 28,502 33,758 600
-------------------------------------------------------------------------------------
45,971 37,344 9,575
<P>
Property, Plant and Equipment [Note 3] 90,479 103,187 2,121
Mineral Properties [Note 4] 1 1 44,587
136,451 140,532 56,283
-------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
<P>
Current Liabilities
Accounts payable 10,591 11,036 2,110
Note payable [Note 5] 30,000
Due to related parties [Note 6] 45,433 31,841 16,506
-------------------------------------------------------------------------------------
86,024 42,877 18,616
-------------------------------------------------------------------------------------
Contingent Liability [Note 1]
Commitments [Note 4]
Subsequent Event and Pro Forma Information [Notes 10 and 11]
<P>
Stockholders' Equity
Common stock - 25,000,000 shares authorized
at $.001 par value, 11,724,397, 11,647,063 and
9,041,396 issued and outstanding, respectively 11,724 11,647 9,041
Additional paid-in capital 435,141 412,018 130,924
Common stock paid for but unissued 12,200
Stock based compensation - stock options 31,620 31,620
Deficit accumulated during the
development stage (428,058) (369,830) (102,298)
---------------------------------------------------------------------------------------
50,427 97,655 37,667
---------------------------------------------------------------------------------------
136,451 140,532 56,283
=======================================================================================
<P>
(See accompanying notes)
F-3
</TABLE>
<TABLE>
Sierra Gigante Resources, Inc.
(A Development Stage Company)
Statements of Operations
<S> <C> <C> <C> <C>
Accumulated
From
June 3, 1998 For the For the June 3, 1998
(Date of Inception) Three Months Year (Date of
To Ended Ended Inception)
August 31, 2000 August 31, 2000 May 31, 2000 To
$ $ $ May 31, 1999
(unaudited) (Unaudited) $
<P>
Revenues
-------------------------------------------------------------------------------------
Expenses
General and Administrative
Accounting and legal 53,874 4,899 42,558 6,417
Bank charges 1,720 615 954 151
Consulting 102,614 12,000 36,846 53,768
Depreciation 1,179 208 832 139
Investor relations 10,380 10,380
Office, telephone and rent 50,042 8,596 29,886 11,560
Transfer agent and regulatory 2,157 268 1,889
--------------------------------------------------------------------------------------
221,966 36,966 112,965 72,035
--------------------------------------------------------------------------------------
Selling and Marketing
Advertising 4,218 4,218
Travel and promotion 24,070 1,185 20,674 2,211
--------------------------------------------------------------------------------------
28,288 1,185 24,892 2,211
--------------------------------------------------------------------------------------
Product Development
Consulting 9,818 3,708 6,110
Depreciation 12,500 12,500
Internet and Web Site 1,713 548 1,165
--------------------------------------------------------------------------------------
24,031 16,756 7,275
--------------------------------------------------------------------------------------
Exploration Costs
General exploration 31,384 3,321 11 28,052
Mineral properties written-off 122,389 122,389
--------------------------------------------------------------------------------------
153,773 3,321 122,400 28,052
--------------------------------------------------------------------------------------
Total Expenses 428,058 58,228 267,532 102,298
--------------------------------------------------------------------------------------
Net Loss For The Year (428,058) (58,228) (267,532) (102,298)
======================================================================================
Basic Net Loss Per Share (0.01) (0.02) (0.01)
======================================================================================
Weighted Average Shares Outstanding 11,673,000 10,976,000 8,720,000
======================================================================================
<P>
Diluted net loss per share has not been disclosed
as the result is anti-dilutive.
<P>
(See accompanying notes)
F-4
</TABLE>
<TABLE>
Sierra Gigante Resources, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
<S> <C> <C> <C> <C>
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit
# $ $ $
--------------------------------------------------------------------------------------
Balance at June 3, 1998
(Date of Inception)
Issuance of Shares:
Rule 144 restricted shares for cash 8,000,000 8,000
Unrestricted shares for cash 761,160 761 52,579
Rule 504 unrestricted shares for cash 71,752 72 18,095
Rule 504 unrestricted shares for
conversion of convertible debentures 208,484 208 60,250
<P>
Net Loss For The Period (102,298)
--------------------------------------------------------------------------------------
Balance at May 31, 1999 9,041,396 9,041 130,924 (102,298)
Issuance of Shares:
Rule 144 restricted shares for cash 2,000,000 2,000
Rule 504 unrestricted shares for
conversion of notes payable 505,667 506 151,194
Rule 504 unrestricted shares for cash 100,000 100 29,900
Previously issued restricted shares
transferred to acquire property [Note 3] 100,000
<P>
Net Loss For The Year (267,532)
--------------------------------------------------------------------------------------
Balance at May 31, 2000 11,647,063 11,647 412,018 (369,830)
Rule 504 unrestricted shares for cash 77,334 77 23,123
Net Loss for the Period (58,228)
--------------------------------------------------------------------------------------
Balance at August 31, 2000 (unaudited) 11,724,397 11,724 435,141 428,058
======================================================================================
<P>
(See accompanying notes)
F-5
</TABLE>
<TABLE>
Sierra Gigante Resources, Inc.
(A Development Stage Company)
Statements of Cash Flows
<S> <C> <C> <C> <C>
Accumulated
From
June 3, 1998 For the For the June 3, 1998
(Date of Inception) Three Months Year (Date of
To Ended Ended Inception)
August 31, 2000 August 31, 2000 May 31, 2000 To
$ $ $ May 31, 1999
(unaudited) (Unaudited) $
--------------------------------------------------------------------------------------
Cash Flows from Operating Activities:
Net loss (428,058) (58,228) (267,532) (102,298)
Adjustment to reconcile net loss to cash
Depreciation and amortization 13,679 12,708 832 139
Mineral properties written off 122,389 122,389
Stock based compensation 31,620 31,620
Changes to non-cash working capital items
Increase in prepaid expenses and other
current assets (28,502) 5,256 (33,158) (600)
Increase in accounts payable 10,591 (445) 8,926 2,110
--------------------------------------------------------------------------------------
Net Cash Used in Operating
Activities (278,2 81) (40,709) (136,923) (100,649)
--------------------------------------------------------------------------------------
Cash Flows from Financing Activities:
Proceeds from related party loans 45,433 13,592 15,335 16,506
Proceeds from issuance of convertible
debentures 60,458 60,458
Proceeds from notes payable 193,900 30,000 163,900
Proceeds from issuance of shares 122,507 11,000 32,000 79,507
--------------------------------------------------------------------------------------
Net Cash Provided by
Financing Activities 422,298 54,592 211,235 156,471
--------------------------------------------------------------------------------------
Cash Flows to Investing Activities:
Acquisition of property,
plant and equipment (4,158) (1,898) (2,260)
Mineral property costs (122,390) (77,803) (44,587)
--------------------------------------------------------------------------------------
Net Cash Used in
Investing Activities (126,548) (79,701) (46,847)
--------------------------------------------------------------------------------------
Increase (Decrease) in Cash
During the Year 17,469 13,883 (5,389) 8,975
Cash - Beginning of Year 3,586 8,975
--------------------------------------------------------------------------------------
Cash - End of Year 17,469 17,469 3,586 8,975
======================================================================================
Non-Cash Financing Activities
Convertible debentures were
converted into
208,484 shares. 60,458 60,458
Anmore acquired property
through the transfer of
500,000 previously issued restricted
shares at a fair value
of $100,000. 100,000 100,000
Anmore issued 505,667 shares
at a fair market
value of $0.30 per share to
repay notes payable. 151,700 151,700
Stock based compensation
- stock options [Note 8[b]] 31,620 31,620
======================================================================================
Supplemental Disclosures:
Interest paid
Income taxes paid
======================================================================================
<P>
(See accompanying notes)
F-6
</TABLE>
<P>
Sierra Gigante Resources, Inc.
(A Development Stage Company)
Notes to Financial Statements
<P>
1. Nature of Operations and Continuance of Business
<P>
Sierra Gigante Resources, Inc. (the "Company") was
incorporated on June 3, 1998, in the State of Nevada. The
Company currently has yet to generate any revenues and in
accordance with SFAS #7, is considered a development
stage company. Shares of the Company currently trade on
PinkSheets under the ticker symbol "SGIG". Please see
Note 10 regarding a subsequent merger and reorganization.
<P>
From inception to March 14, 2000 the Company was actively
engaged in the acquisition and exploration of mineral
properties containing gold, silver, copper, zinc and/or
other mineral deposits. The Company operated its
preliminary business as an exploration stage company with
the intent to receive income from property sales, joint
ventures or other business arrangements with larger
companies, rather than developing and placing its
properties into production on its own.
<P>
Pursuant to an Assignment Agreement dated March 14, 2000
and completed May 9, 2000 the Company acquired an
Internet Web Site from Isoplus Quality Systems Ltd. of
Vancouver, BC ("Isoplus"). Isoplus developed an Internet
e-commerce business concept which features an Internet
Web Site specializing in industrial auctions, with self-
listing capability, and allows for the creation of
virtual industrial malls on a country-by-country basis.
The Company intends to develop a compelling environment
to foster a large and growing commerce-oriented auction
Web Site under the brand name "B2Bauctionworld.net". The
Company arranged for 500,000 previously issued restricted
common shares be transferred to Isoplus. The fair value
of the shares was $100,000 at the time of issuance. The
transaction was recorded as additional paid in capital as
the transaction did not result in the issuance of
treasury shares. The sole shareholder of Isoplus also
received a stock option to acquire 50,000 shares at a
price of $0.40 per share expiring two years from date of
grant.
<P>
The Company does not have significant cash or other
material assets, nor does it have an established source
of revenues needed to cover its operating costs and to
allow it to continue as a going concern. The Company has
ongoing overhead expenses and will require significant
capital to execute upon its business plan to bring its
new business to market. These factors raise substantial
doubt as to the ability to continue operations. These
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's ability to meet those obligations
and continue as a going concern is dependent upon raising
new capital through issuing debt and/or equity securities
and then to generate revenues and profits.
<P>
2.Summary of Significant Accounting Policies
<P>
Use of Estimates and Assumptions
<P>
The preparation of financial statements requires
management to make estimates and assumptions that affect
the amounts reported in the financial statements and
accompanying notes. Actual results could differ from
those estimates.
<P>
Property, Plant and Equipment
<P>
Office equipment is recorded at cost. Depreciation is
computed on a straight-line basis using an estimated
useful life of five years.
<P>
Internet Web Site is recorded at cost. Amortization is
computed on a straight-line basis using an estimated
useful life of two years.
<P>
Year End
<P>
The Company's fiscal year end is May 31.
<P>
F-7
<P>
2. Summary of Significant Accounting Policies
(continued)
<P>
Basic and Diluted Net Income (Loss) per Share
<P>
The Company computes net income (loss) per share in
accordance with SFAS No. 128, "Earnings per Share" (SFAS
128). SFAS 128 requires presentation of both basic an
diluted earnings per share (EPS) on the face of the
income statement. Basic EPS is computed by dividing net
income (loss) available to common shareholders
(numerator) by the weighted average number of shares
outstanding (denominator) during the period. Diluted EPS
gives effect to all dilutive potential common shares
outstanding during the period including stock options,
using the treasury stock method, and convertible
preferred stock, using the if-converted method. In
computing Diluted EPS, the average stock price for the
period is used in determining the number of shares
assumed to be purchased from the exercise of stock
options or warrants. Diluted EPS excludes all dilutive
potential shares if their effect is anti dilutive.
<P>
Mineral Properties
<P>
All costs related to mineral properties with development
potential, including mineral claim acquisition costs and
exploration and development expenditures are deferred
until the related mineral claims are abandoned, sold or
achieve commercial production. At that time, the costs
will be either amortized against income from future
mining operations or written off. All grassroots
exploration costs, which are costs incurred while probing
for prospective development sites, are charged to expense
as incurred.
<P>
During 1997, the Securities and Exchange Commission staff
reconsidered existing accounting practices for mineral
expenditures by United States junior mining companies.
They now interpret generally accepted accounting policy
for junior mining companies to permit capitalization of
acquisition, exploration and development costs only after
persuasive engineering evidence is obtained to support
recoverability of these costs. Up to 1993 a total of 64
holes totalling 85,424 feet were drilled and samples
tested. An independent engineer has deemed the properties
to contain profitable reserves of base metals in excess
of property costs incurred.
<P>
The amount shown for mineral properties and development
represents costs to date and does not necessarily reflect
present or future values. The full recovery of the above
mentioned costs depends on a combination of different
factors, including:
<P>
(i) future metal prices;
(ii) the results of future exploration, and further
discovery and development of reserves; and
(iii) to the extent necessary, the procurement of
additional capital and financing to carry out
future activities. The carrying amount of
mineral properties, proved and unproved, is
evaluated at least annually and reduced if
these properties are impaired.
<P>
Cash and Equivalents
<P>
For the purpose of the statements of cash flows, all
highly liquid investments with the maturity of three
months or less are considered to be cash equivalents.
<P>
Income Taxes
<P>
Income taxes are provided for using the liability method
of accounting in accordance with Statements of Financial
Accounting Standards No. 109 "Accounting for Income
Taxes". A deferred tax asset or liability is recorded for
all temporary differences between financial and tax
reporting. Deferred tax expense (benefit) results from
the net change during the year of deferred tax assets and
liabilities.
<P>
Foreign Currency Translation
<P>
Revenue, expenses and non-monetary balance sheet items in
foreign currencies are translated into U.S. dollars at
the rate of exchange prevailing on the transaction
dates. Monetary balance sheet items are translated at the
rate prevailing at the balance sheet date. The resulting
exchange gain or loss is included in expenses.
<P>
F-8
<P>
2. Summary of Significant Accounting Policies (continued)
<P>
Accounting for Stock-Based Compensation
<P>
SFAS No. 123, "Accounting for Stock-Based Compensation,"
requires that stock awards granted subsequent to January
1, 1995, be recognized as compensation expense based on
their fair value at the date of grant. Alternatively, a
company may account for granted stock awards under
Accounting Principles Board Opinion (APB) No. 25,
"Accounting for Stock Issued to Employees," and disclose
pro forma income amounts which would have resulted from
recognizing such awards at their fair value. The Company
has elected to account for stock-based compensation
expense under APB No. 25 and make the required pro forma
disclosures for compensation expense (see Note 7).
<P>
Financial Instruments
<P>
The fair value of the Company's current assets and
current liabilities were estimated to approximate their
carrying values due to the immediate or short-term
maturity of these financial instruments. The Company
operates in Canada and virtually all of its assets and
liabilities are giving rise to significant exposure to
market risks from changes in foreign currency rates. The
financial risk is the risk to the Company's operations
that arise from fluctuations in foreign exchange rates
and the degree of volatility of these rates. Currently,
the Company does not use derivative instruments to reduce
its exposure to foreign currency risk.
<P>
Product Development Costs
<P>
Product development costs consist of expenses incurred by
the Company in the development and creation of its
B2Bauctionworld Web Site. Product development costs
include compensation and related expenses for programmers
and costs incurred in developing features and
functionality of the service. Product development costs
are expensed as incurred.
<P>
New Accounting Pronouncements
<P>
Effective January 1, 1998, the Company adopted Statement
of Accounting Standards No. 131 (SFAS 131), Disclosures
about Segments of an Enterprise and Related Information.
This statement requires the Company to report
income/loss, revenue, expense and assets by business
segment including information regarding the revenues
derived from specific products and services and about the
countries in which the Company is operating. The
Statement also requires that the Company report
descriptive information about the way that operating
segments were determined, the products and services
provided by the operating segments, differences between
the measurements used in reporting segment information
and those used in the Company's general-purpose financial
statements and changes in the measurement of segment
amounts from period to period. As noted above this
statement establishes standards for reporting and display
and has no material effect on the Company's financial
condition or results of operations.
<P>
3.Property, Plant and Equipment
<TABLE>
<S> <C> <C> <C> <C> <C>
August 31, May 31, May 31,
2000 2000 1999
Accumulated Net Book Net Book Net Book
Cost Amortization Value Value Value
$ $ $ $ $
(unaudited)
<P>
Internet Web Site 100,000 12,500 87,500 100,000
Office equipment 4,158 1,179 2,979 3,187 2,121
---------------------------------------------------------------------------------------
104,158 13,679 90,479 103,187 2,121
=======================================================================================
</TABLE>
<P>
Pursuant to an Assignment Agreement dated March 14, 2000
and completed May 9, 2000 the Company acquired an
Internet Web Site from Isoplus Quality Systems Ltd. of
Vancouver, BC ("Isoplus"). Isoplus developed an Internet
e-commerce business concept which features an Internet
Web Site specializing in industrial auctions, with self-
listing capability, and allows for the creation of
virtual industrial malls on a country-by-country basis.
The Company arranged for 500,000 previously issued
restricted common shares be transferred to Isoplus. The
fair value of the shares was $100,000 at the time of
issuance. The transaction was recorded as additional paid
in capital as the transaction did not result in the
issuance of treasury shares. The sole shareholder of
Isoplus has also received a stock option to acquire
50,000 shares at a price of $0.40 per share expiring two
years from date of grant.
<P>
F-9
<P>
4.Mineral Properties
<TABLE>
<S> <C> <C>
May 31, May 31,
2000 1999
$ $
<P>
Acquisition costs 33,333 33,333
Exploration and title maintenance costs 89,057 11,254
Less written-off to operations (122,389)
---------------------------------------------------------------------------------
1 44,587
=================================================================================
</TABLE>
<P>
On April 20, 1999, the Company entered into a
purchase/option agreement for 100% equity in NPR (USA)
Inc. (NPR). NPR, incorporated in Utah, is the registered
and beneficial owner of a 100% undivided interest in 17
patented and 40 unpatented contiguous mining claims in
the Fish Springs Mining District in Utah. The agreement
calls for the Company to make payments, payable in
Canadian dollars, for the purchase of NPR (USA) Inc.
totalling Cnd$500,000 (US$333,333), and for the Company
to expend a minimum of Cnd$1,500,000 (US$1,000,000) in
exploration expenditures on the property over a four year
period.
The following is a schedule of annual payments to be made
by the Company:
<TABLE>
<S> <C> <C> <C>
Minimum
Equity Exploration
Payments Expenditures
Payment Due Date $ $
<P>
April 20, 1999 (paid) 33,333
October 20, 2000 66,667 133,333
October 20, 2001 100,000 200,000
October 20, 2002 133,333 333,333
October 20, 2003 333,334
-----------------------------------------------------------------
Total 333,333 1,000,000
=================================================================
</TABLE>
<P>
The agreement has a provision that provides for a vesting
of equity based on a proportional amount paid once the
Company has made a minimum of $100,000 in aggregate
equity payments and a minimum of $133,333 in exploration
expenditures.
On July 28, 2000, the Company terminated the
purchase/option agreement as a result, as at May 31,
2000, the Company wrote off $122,389 to operations
leaving a nominal $1 net book value.
<P>
5.Note Payable
<P>
The note payable is unsecured, bears interest at prime
plus 1% and is due on demand.
<P>
6.Due to Related Parties
<P>
Amounts owing to related parties are unsecured, non-
interest bearing and due on demand.
<P>
F-10
<P>
7.Income Taxes
<P>
There is no provision for income taxes due to net loss as
incurred and no state income tax in Nevada, the state of
the Company's domicile. The Company's total deferred tax
asset as of August 31, 2000, May 31, 2000 and 1999, is as
follows:
<TABLE>
<S> <C> <C>
May 31, May 31,
2000 1999
$ $
<P>
Net operating loss 267,532 102,148
Valuation allowance 267,532 102,148
---------------------------------------------------
Net deferred tax asset
===================================================
</TABLE>
<P>
The federal net operating loss carryover will expire in
2018 and 2019.
<P>
8.Stock Option Plan
<P>
(a) On August 2, 1999, the Company reserved 1,104,139
shares pursuant to a stock option plan. On August 2, 1999
the Company granted stock options to certain officers,
directors and employees to acquire 1,104,139 shares at
$0.10 per share expiring August 2, 2000. During the year
the Company extinguished stock options to two directors
to acquire 320,828 shares.
On March 14, 2000 the Company issued to a certain
employee to acquire 50,000 shares at $0.40 per share
expiring March 14, 2002.
<P>
The weighted average number of shares under option and
option price for the year ended May 31, 2000 is as
follows:
<P>
<TABLE>
<S> <C> <C> <C> <C>
August 31, 2000 May 31, 2000
--------------- ------------
(unaudited)
Shares Option Shares Option
under option Price Under option Price
# $ # $
Beginning of period 783,311 .10
Granted 50,000 .40 1,104,139 .10
Exercised
Cancelled 320,828 (.10)
Lapsed (783,311) (.10)
----------------------------------------------------------------------------------
End of period 50,000 .40 783,311 .10
==================================================================================
</TABLE>
<P>
There were no options granted at anytime during fiscal
1999.
The options are granted for services provided to the
Company. Statement of Financial Accounting Standards No.
123 ("SFAS 123") requires that an enterprise recognize,
or at its option, disclose the impact of the fair value
of stock options and other forms of stock based
compensation in the determination of income. The Company
has elected under SFAS 123 to continue to measure
compensation cost on the intrinsic value basis set out in
APB Opinion No. 25. As options are granted at exercise
prices based on the market price of the Company's shares
at the date of grant, no compensation cost is recognized.
However, under SFAS 123, the impact on net income and
income per share of the fair value of stock options must
be measured and disclosed on a fair value based method on
a pro forma basis.
<P>
The fair value of the employee's purchase rights under
SFAS 123, was estimated using the Black-Scholes model:
risk free interest rate was 5.0%, expected volatility of
100%, an expected option life of one year and no expected
dividends.
<P>
F-11
<P>
8.Stock Option Plan (continued)
<P>
If compensation expense had been determined pursuant to
SFAS 123, the Company's net loss and net loss per share
for the following period would have been as follows:
<TABLE>
<S> <C> <C> <C>
August 31, May 31, May 31,
2000 2000 1999
$ $ $
(Unaudited)
Net loss
As reported (58,228) (247,441)
Pro forma (64,928) (273,541)
Basic net loss per share
As reported (.01) (.02)
Pro forma (.01) (.02)
</TABLE>
<P>
(b)Performance Stock Plan
<P>
The Company has allotted 400,000 shares to be issued
pursuant to a Performance Stock Plan approved and
registered May 1, 2000. There are options to acquire
200,000 shares, exercisable at $0.30 per share, currently
granted pursuant to this plan. Upon granting, and
vesting, of these stock options, compensation of $31,620
was recorded during the year ended May 31, 2000.
<P>
9.Segmented Information
<P>
The Company has adopted SFAS No. 131 Disclosure About
Segments of an Enterprise and related information.
The business of the Company is carried on in two industry
segments one being an exploration stage company in
mineral properties and the other being the development
of an E-commerce Web Site specializing in industrial
auction services to individual and corporate subscribers.
<P>
The Company operates in two geographic segments, one
being Canada, located in Vancouver, BC and the other
being the United States, located in Fish Springs, Utah.
<P>
The Company's head office is in Vancouver, BC, Canada.
The head office does not conduct any business
specifically related to mineral properties and the
Internet. Its sole purpose is to provide administration,
investor relations services and services relating to
being a public company. Included in general and
administrative expenses and net loss is $112,965
(1999 - $72,035) relating to such activities. The net
loss relating to general exploration costs in the United
States amounted to $11 (1999 - $28,052). The net loss
relating to Internet activities in Canada amounted to
$7,275 (1999 - $Nil).
<P>
10.Subsequent Event
<P>
Pursuant to an Agreement and Plan of Merger (the
"Acquisition Agreement") effective September 12, 2000,
the Company acquired 100% of all the issued and
outstanding shares of common stock of Anmore Management
Inc., a Delaware corporation, for $90,000 and 10,000
shares of the Company valued at a nominal $10. The
Company has paid $5,000 as a down payment and management
is in the process of raising funds to pay the balance.
<P>
The acquisition was approved by the Board of Directors
and a majority of the shareholders of both Anmore
Management Inc. and the Company on September 12, 2000.
<P>
Upon effectiveness of the acquisition, the Company
elected to become the successor issuer to Anmore
Management Inc. for reporting purposes under the
Securities Exchange Act of 1934 ("the Act") and elects to
report under the Act effective September 12, 2000.
<P>
As of the effective date of the Acquisition Agreement,
Anmore Management Inc. shall assume the name of the
Company. The Company's officers and directors will become
the officers and directors of Anmore Management Inc.
The $90,000 will be treated for accounting purposes, as a
reduction of the additional paid in capital and not as
goodwill as the nature of the transaction was to allow
Sierra Gigante Resources, Inc. to report under the Act by
way of reorganization.
<P>
F-12
<P>
Index to Exhibits
<P>
2.1 Agreement and Plan of Merger between Anmore
Management Inc. and Sierra Gigante Resources Inc.
dated September 12, 2000 **
<P>
3.1 Articles of Incorporation of Anmore Management Inc.*
<P>
3.2 By-Laws of Anmore Management Inc.*
<P>
17.1 Resignation Letter of Gerald Ghini **
<P>
27.1. Financial Data Schedule. **
<P>
* Filed with Anmore Management Inc.'s Form 10-SB on
March 9, 2000 (SEC File No. 0-29899)
<P>
** Filed with original 8-K filed on September 22, 2000.
<P>
SIGNATURES
<P>
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
<P>
Anmore Management Inc.
a Delaware corporation
<P>
By: /s/ Gerald Ghini
------------------------------
Gerald Ghini
President
<P>
DATED: September 27, 2000
<P>
