SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10SB12G
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GENERAL FORM FOR REGISTRATION OF SECURITIES
PERSUANT TO SECTION 12 (B) OR 12 (G)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: TBD
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GOLDEN HOLE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 87-0621339
(STATE OF INCORPORATION) (I.R.S. EMPLOYER ID NO.)
10826 Omaha Trace, Union, KY 41091
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
859-384-9430
(REGISTRANT'S TELEPHONE NUMBER)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12 (B) OF THE ACT: NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT: 465,000
Title of each class Name of each exchange on which
To be so registered Each class is to be registered
Common stock: $0.001 Par value N/A
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRATION WAS $0.001 AS OF THE DATE HEREOF.
SHARES OF COMMON STOCK OUTSTANDING AS OF THE DATE HEREOF: 465,000
<PAGE>
PART I
ITEM 1
DESCRIPTION OF BUSINESS
Pursuant to the Nevada Business Corporation Act, Golden Hole, Inc., f/k/a
"Nostromo Contruction Corporation", (hereinafter "The Company") incorporated on
December 11, 1985. The Company's original Articles of Incorporation designated
an authorized capital of two thousand five hundred (2,500) shares of common
stock with a $.01 par value.
At its inception, the Company declared the nature of its business, and the
objects and purposes proposed to be transacted, promoted, or carried on by the
corporation, to carry on and conduct any and all lawful activities of business.
On or about July 07th, 1986 the Company, having conducted neither trade nor
business, entered into preliminary negotiations with Western Mine Services and,
specifically, turned its attention to Colorado Chain O'Mines investing $5,000.00
for a preliminary report and, shortly thereafter, an additional $20,000.000 for
a more extensive review.
On June 2nd, 1988, the Board of Directors concluded that further
exploration of the mining property would involve an unacceptably high risk. The
company subsequently fell into inactivity.
On or about June 7th of 1998, the Directors met to discuss the company's
inactivity. A newly formed Board of Directors convened a Special Meeting of the
Stockholders on August 15th 1998 to reorganize the Company under the name
"Golden Hole, Inc." at which time the Articles of Incorporation were amended to
increase the authorized shares from Two Thousand Five hundred (2,500) to One
Million (100,000,000) shares with a par value of $0.001 per share. Subsequently,
the amended Articles were filed with the State of Nevada.
While the company should be considered purely developmental at this stage
of its existence, its prime business intention is to identify and amalgamate
with or acquire a private entity. Given the Company's lack of assets and no
recent business history, once the Company does successfully acquire or merge
with an operating business opportunity, it is most likely that the Company's
present Shareholders will experience substantial stock devaluation. As a result,
it is anticipated that there will likely be a change in Company control.
The Company is filing its registration statement on Form 10-SB voluntarily
in order to make information concerning itself more readily available to the
general public. Management believes that reporting the Company under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), could provide
a prospective merger or acquisition candidate with additional information
concerning the Company not readily available elsewhere.
In addition, management believes that this might make the Company more
attractive to an operating business opportunity as a potential business
combination candidate. As a result of filing this registration statement, the
Company obligates itself to file with the Commission specific interim and
periodic reports, including an annual report, containing audited financial
statements.
The Company intends to continue to voluntarily file these periodic reports
under the Exchange Act even if its obligation to file such reports is suspended
under applicable provisions of the Exchange Act. Any target acquisition or
merger candidate of the Company will become subject to the same reporting
requirements as the Company upon consummation of any such business combination.
Thus, in the event that the Company successfully completes an acquisition
or merger with another operating business, the resultant combined business must
provide audited financial statements for at least the two (2) most recent fiscal
years or, in the event that the combined operating business has been in business
less than two (2) years, audited financial statements will be required from the
period of inception of the target acquisition or merger candidate.
The Company's principal executive offices are located at:
10826 Omaha Trace, Union, KY 41091.
Business of Issuer
The Company has no recent operating history and no representation is made,
nor is any intended, that the Company will be able to carry on future business
activities successfully. Further, there can be no assurance that the Company
will have the ability to acquire or merge with an operating business, business
opportunity or property that will be of material value to the Company.
Management plans to investigate, research and, if justified, potentially acquire
or merge with one or more businesses or business opportunities. The Company
currently has no commitment or arrangement, written or oral, to participate in
any business opportunity and management cannot predict the nature of any
potential business opportunity it may ultimately consider. Management will have
broad discretion in its search for and negotiations with any potential business
or business opportunity.
Sources of Business Opportunities
The Company intends to use various sources in its search for potential
business opportunities including its Officers and Directors, consultants,
special advisors, securities broker-dealers, venture capitalists, members of the
financial community and others who may present management with unsolicited
proposals.
Because of the Company's lack of capital, it may not be able to retain a
fee-based professional firm specializing in business acquisitions and
reorganizations. Rather, the Company will most likely have to rely on outside
sources, not otherwise associated with the Company that will accept their
compensation only after the Company has finalized a successful acquisition or
merger.
To date, the Company has not engaged nor contracted any prospective
consultants for these purposes. The Company does not intend to restrict its
search to any specific company and has not entered into any definitive
agreements or understandings regarding retention of any consultant to assist the
Company in its search for business opportunities. Furthermore, management is not
presently in a position to actively seek or retain kind of industry or business.
The Company may investigate, and ultimately acquire, a venture that is in
its preliminary or developmental stage, is already in operation, or in various
stages of its corporate existence and development. Management cannot predict at
this time the status or nature of any venture in which the Company may
participate. A potential venture might need additional capital or merely desire
to have its shares publicly traded. The most likely scenario for a possible
business arrangement would involve the acquisition of, or merger with, an
operating business that does not need additional capital, but which merely
desires to establish a public trading market for its shares.
Management believes that the Company could provide a potential public
vehicle for a private entity interested in becoming a publicly held corporation
without the time and expense characteristically associated with an initial
public offering (IPO).
Evaluation
Once the Company has identified a particular entity as a potential
acquisition or merger candidate, management will seek to determine whether
acquisition or merger is warranted or whether further investigation is
necessary. Such determination will generally be based on management's knowledge
and experience, or with the assistance of outside advisors and consultants
evaluating the preliminary information available to them. Management may elect
to engage outside independent consultants to perform preliminary analysis of
potential business opportunities.
However, because of the Company's lack of capital, it may not have the
necessary funds for a complete and exhaustive investigation of any particular
opportunity. In evaluating such potential business opportunities, the Company
will consider, to the extent relevant to the specific opportunity, several
factors: including potential benefits to the Company and its Shareholders;
working capital, financial requirements and availability of additional
financing; history of operation, if any; nature of present and expected
competition; quality and experience of management; need for further research,
development or exploration; potential for growth and expansion; potential for
profits; and other factors deemed relevant to the specific opportunity.
Because the Company has neither located nor identified any specific
business opportunity as of the date hereof, there are certain unidentified risks
that cannot be adequately expressed prior to the identification of a specific
business opportunity. There can, therefore, be no assurance following
consummation of any acquisition or merger that the business venture will develop
into a going concern or, if the business is already operating, that it will
continue to operate successfully. Many of the potential business opportunities
available to the Company may involve new and untested products, processes or
market strategies, which may not ultimately prove successful.
Form of Potential Acquisition or Merger
Presently, the Company cannot predict the manner in which it might
participate in a prospective business opportunity. Each separate potential
opportunity will be reviewed and, upon the basis of that review, a suitable
legal structure or method of participation will be chosen.
The particular manner in which the Company participates in a specific
business opportunity will depend upon the nature of that opportunity, the
respective needs and desires of the Company and management of the opportunity,
and the relative negotiating strength of the parties involved. Actual
participation in a business venture may take the form of an asset purchase,
lease, joint venture, license, partnership, stock purchase, reorganization,
merger or consolidation.
The Company may act directly or indirectly through an interest in a
partnership, corporation, or other form of organization, however, the Company
does not intend to participate in opportunities through the purchase of minority
stock positions. Because of the Company's current status and recent inactive
status for the prior eight years, and its attendant lack of assets or relevant
operating history, it is likely that any potential merger or acquisition with
another operating business will require substantial dilution of the Company's
existing Shareholders. There will probably be a change in control of the
Company, with the incoming owners of the targeted merger or acquisition
candidate taking over control of the Company.
Management has not established any guidelines as to the amount of control
it will offer to prospective business opportunity candidates, since this issue
will depend to a large degree on the economic strength and desirability of each
candidate, and correspondent ending relative bargaining power of the parties.
However, management will endeavor to negotiate the best possible terms for the
benefit of the Company's Shareholders as the case arises.
Management does not have any plans to borrow funds to compensate any
persons, consultants, promoters, or affiliates in conjunction with its efforts
to find and acquire or merge with another business opportunity. Management does
not have any plans to borrow funds to pay compensation to any prospective
business opportunity, or Shareholders, management, creditors, or other potential
parties to the acquisition or merger. In either case, it is unlikely that the
Company would be able to borrow significant funds for such purposes from any
conventional lending sources.
In all probability, a public sale of the Company's securities would also be
unfeasible, and management does not contemplate any form of new public offering
at this time. In the event that the Company does need to raise capital, it would
most likely have to rely on the private sale of its securities. Such a private
sale would to available exemptions, if any applies. However, the Company's
management at this time contemplates no private sales. If a private sale of the
Company's securities is deemed appropriate in the future, management will
endeavor to acquire funds on the best terms available to the Company. However,
there can be no assurance that the Company will be able to obtain funding when
and if needed, or that such funding, if available, can be obtained on terms
reasonable or acceptable to the Company.
Although not presently anticipated by management, there is a remote
possibility that the Company might sell its securities to its management or
affiliates. In the event of a successful acquisition or merger, a finder's fee,
in the form of cash or securities of the Company, may be paid to persons
instrumental in facilitating the transaction. The Company has not established
any criteria or limits for the determination of a finder's fee, although most
likely an appropriate finder's fee will be negotiated between the parties,
including the potential business opportunity candidate, based upon economic
considerations and reasonable value as estimated and mutually agreed at that
time.
A finder's fee would only be payable upon completion of the proposed
acquisition or merger in the normal case, and management does not contemplate
any other arrangement at this time. Management has not actively undertaken a
search for, nor retention of, any finder's fee arrangement with any person. It
is possible that a potential merger or acquisition candidate would have its own
finder's fee arrangement, or other similar business brokerage or investment
banking arrangement, whereupon the terms may be governed by a pre-existing
contract; in such case, the Company may be limited in its ability to affect the
terms of compensation, but most likely the terms would be disclosed and subject
to approval pursuant to submission of the proposed transaction to a vote of the
Company's Shareholders. Management cannot predict any other terms of a finder's
fee arrangement at this time. It would be unlikely that a finder's fee payable
to an affiliate of the Company would be proposed because of the potential
conflict of interest issues.
If such a fee arrangement was proposed, independent management and
Directors would negotiate the best terms available to the Company so as not to
compromise the fiduciary duties of the affiliate in the proposed transaction,
and the Company would require that the proposed arrangement would be submitted
to the Shareholders for prior ratification in an appropriate manner. Management
does not contemplate that the Company would acquire or merge with a business
entity in which any affiliates of the Company have an interest.
Any such related party transaction, however remote, would be submitted for
approval by an independent quorum of the Board of Directors and the proposed
transaction would be submitted to the Shareholders for prior ratification in an
appropriate manner. None of the Company's managers, Directors, or other
affiliated parties have had any contact, discussions, or other understandings
regarding any particular business opportunity at this time, regardless of any
potential conflict of interest issues. Accordingly, the potential conflict of
interest is merely a remote theoretical possibility at this time.
Rights of Shareholders
It is presently anticipated by management that prior to consummating a
possible acquisition or merger, the Company will seek to have the transaction
ratified by Shareholders in the appropriate manner. Most likely, this would
require a general or special Shareholder's meeting, called for such purpose,
wherein all Shareholders would be entitled to vote in person or by proxy. In the
notice of such a Shareholder's meeting and proxy statement, the Company will
provide Shareholders complete disclosure documentation concerning a potential
acquisition of merger candidate, including financial information about the
target and all material terms of the acquisition or merger transaction.
Competition
Because the Company has not identified any potential acquisition or merger
candidate, it is unable to evaluate the type and extent of its likely
competition. The Company is aware that there are several other public companies
with only nominal assets that are also searching for operating businesses and
other business opportunities as potential acquisition or merger candidates. The
Company will be in direct competition with these other public companies in its
search for business opportunities and, due to the Company's lack of funds, it
may be difficult to successfully compete with these other companies.
As of the date hereof, the Company does not have any employees and has no
plans for retaining employees until such time as the Company's business warrants
the expense, or until the Company successfully acquires or merges with an
operating business. The Company may find it necessary to periodically hire
part-time clerical help on an as-needed basis.
Facilities
The Company is currently using as its principal place of business the
residence of its President located in Kentuky. Although the Company has no
written agreement and pays no rent for the use of this facility, it is
contemplated that at such future time as an acquisition or merger transaction
may be completed, the Company will secure commercial office space from which it
will conduct its business.
Until such an acquisition or merger, the Company lacks any basis for
determining the kinds of office space or other facilities necessary for its
future business. The Company has no current plans to secure such commercial
office space. It is also possible that a merger or acquisition candidate would
have adequate existing facilities upon completion of such a transaction, and the
Company's principal offices may be transferred to such existing facilities.
Industry Segments
No information is presented regarding industry segments. The Company is
presently a development stage company seeking a potential acquisition of or
merger with a yet to be identified business opportunity. Reference is made to
the statements of income included herein in response to Part F/S of this Form
10-SB, for a report of the Company's operating history for the past two fiscal
years.
Item 2. Management's Analysis or Plan of Operation
The Company is considered a development stage company with no assets or
capital and with no operations or income since inception. The costs and expenses
associated with the preparation and filing of this registration statement and
other operations of the Company have been paid for by a Shareholder and Officer
of the Company, specifically Gregory F. Martini, President, Secretary and a
Director of the Company). It is anticipated that the Company will require only
nominal capital to maintain the corporate viability of the Company and the
Company's existing Shareholders or its Officers and Directors will most likely
provide necessary funds in the immediate future.
However, unless the Company is able to facilitate an acquisition of or
merger with an operating business or is able to obtain significant outside
financing, there is substantial doubt about its ability to continue as a viable
corporation. In the opinion of management, inflation has not and will not have a
material effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.
Plan of Operation
During the next twelve (12) months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or merge
with one or more business ventures. In its search for business opportunities,
management will follow the procedures outlined in Item I above. Because the
Company lacks funds, it may be necessary for the Officers and Directors to
either advance funds to the Company or to accrue expenses until such time as a
successful business consolidation can be made.
Management intends to hold expenses to a minimum and to obtain services on
a contingency basis when possible. Furthermore, the Company's Directors will
suspend any compensation until such time as an acquisition or merger can be
accomplished and will make every effort to have the business opportunity provide
their remuneration. However, if the Company engages outside advisors or
consultants in its search for business opportunities, it may be necessary for
the Company to attempt to raise additional funds.
As of the date hereof, the Company has not made any arrangements or
definitive agreements to use outside advisors or consultants or to raise any
capital. In the event the Company does need to raise capital, most likely the
only method available to the Company would be the private sale of its
securities. Because of the nature of the Company as a development stage company,
it is unlikely that it could make a public sale of securities or be able to
borrow any significant sum, from either a commercial or private lender.
There can be no assurance that the Company will be able to obtain
additional funding when and if needed, or that such funding, if available, can
be obtained on terms acceptable to the Company. The Company does not intend to
use any employees, with the possible exception of part-time clerical assistance
on an as-needed basis. Outside advisors or consultants will be used only if they
can be obtained for minimal cost or on a deferred payment basis. Management is
confident that it will be able to operate in this manner and to continue its
search for business opportunities during the next twelve months.
Item 3. Description of Property
The information required by this Item 3 is not applicable to this Form
10-SB due to the fact that the Company does not own or control any material
property.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information, to the best knowledge of the
Company as of the date hereof, with respect to each person known by the Company
to own beneficially more than 5% of the Company's outstanding common stock, each
Director of the Company and all Directors and Officers of the Company as a
group.
Name and Address Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
Christine Blakely 40,500 Shares 9%
5621 South Magic Isle Lane
Murray, UT 84107
Robert Blakely 49,500 Shares 11%
5621 South Magic Isle Lane
Murray, UT 84107
Jayson Christensen 24,000 Shares 6%
6628 South Clernates Drive
West Jordan, UT 84084
Charles H. Spaulding 30,000 Shares 7%
412 North 46th Place
Phoenix, AZ 85018
Note: The Company has been advised that each of the persons listed above
has sole voting power over the shares indicated above. None of the above persons
are married or in a domestic partnership.
Item 5.
Directors, Executive Officers, Promoters and Control Persons
The sole Director and Executive Officer of the Company is as follows:
Name Age Title Position Held Since
Gregory Martini 43 President/Director 02/15/2000
Sec./ Treas./Director 02/15/2000
The Director holds office until the next annual meeting of stockholders and
until his or her successor has been duly elected and qualified. There are no
agreements with respect to the election of Directors. The Company has not
compensated its Directors for service on the Board of Directors or any committee
thereof. As of the date hereof, no Director has accrued any expenses or
compensation.
The Board of Directors appoints Officers annually, and each executive
Officer serves at the discretion of the Board of Directors. The Company does not
have any standing committees at this time. No Director, Officer, affiliate or
promoter of the Company has, within the past five years, filed any bankruptcy
petition, been convicted in or been the subject of any pending criminal
proceedings, or is any such person the subject or any order, judgment or decree
involving the violation of any state or federal securities laws. The business
experience of each of the persons listed above during the past five years is as
follows:
Gregory F. Martini : Director and President
Gregory F. Martini, President of Golden Hole, has been the sole officer and
director of LightTouch since January 20, 1999. He has been the Treasurer and a
director of LightTouch since its inception in March 1997, and was the President
from March 1997 to December 1999. In December 1999, he took on the positions of
Chief Executive Officer and Chief Financial Officer for LightTouch. He has also
been the president and a director of Intram Investment Corporation, a private
corporation located in Union, Kentucky, which renders investment advice to
individuals and firms.
From May 1996 to June 1998, Mr. Martini was the managing director and head
of high yield capital markets for Union Bank of Switzerland, New York, New York.
He was employed by Citicorp Securities, Inc., New York, New York, in a similar
capacity from June 1993 to April 1995. While at Citicorp he was responsible for
30 professionals in sales, research, and trading, and managed over $250 million
of inventory in high yield securities.
From October 1989 to September 1991, he was a managing director at BT
Securities, New York, New York, where he had responsibility for managing that
firm's high yield debt securities. Mr. Martini was vice president, high yield
securities for Salomon Brothers, New York, New York, from April 1986 to October
1989.
From June 1983 to April 1986, he was portfolio manager of fixed income
securities for Union Central Life Insurance Co., Cincinnati, Ohio. Mr. Martini
recieved a bachelors degree in finance and accounting from Xavier University in
Cincinnati, Ohio, in 1984, and recieved his designation as a chartered financial
analyst (CFA) in 1987.
Mr. Martini may be deemed to be the "promoter" of the Company within the
meaning of the Rules and Regulations under federal securities laws.
Item 6. Executive Compensation
The Company has not had a bonus, profit sharing, or deferred compensation
plan for the benefit of its employees, Officers or Directors. The Company has
neither paid any salaries or other compensation to its Officers, Directors or
employees.
Further, the Company has not entered into an employment agreement with any
of its Officers, Directors or any other persons and no such agreements are
anticipated in the immediate future. It is intended that the Company's Directors
will defer any compensation until such time as an acquisition or merger can be
accomplished and will strive to have the business opportunity provide their
remuneration. As of the date hereof, no person has accrued any compensation from
the Company.
Item 7. Certain Relationships and Related Transactions
During the Company's last two fiscal years, there have not been any
transactions between the Company and any Officer, Director, nominee for election
as Director, or any Shareholder owning greater than five percent (5%) of the
Company's outstanding shares, nor any member of the above referenced
individuals' immediate family.
Item 8. Description of Securities
Common Stock
The Company is authorized to issue 100,000,000 shares of common stock, Par
Value $0.001, of which 465,000 shares are issued and outstanding as of the date
hereof. All shares of common stock have equal rights and privileges with respect
to voting,liquidation and dividend rights.
Each share of common stock entitles the holder thereof to:
(i) one non-cumulative vote for each share held of record on all matters
submitted to a vote of the stockholders;
(ii) to participate equally and to receive any and all such dividends as
may be declared by the Board of Directors out of funds legally available
therefor; and
iii) to participate pro rata in any distribution of assets available for
distribution upon liquidation of the Company.
Stockholders of the Company have no pre-emptive rights to acquire
additional shares of common stock or any other securities. The common stock is
not subject to redemption and carries no subscription or conversion rights. All
outstanding shares of common stock are fully paid and non-assessable.
Preferred Stock
The Company does not have any preferred stock, authorized or issued.
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity
and Other Shareholder Matters
No shares of the Company's common stock have previously been registered
with the Securities and Exchange Commission (the "Commission") or any state
securities agency or authority. The Company has made an application to the NASD
for the Company's shares to be quoted on the National Quotation Bureau's Pink
Sheets ("Pink Sheets"). The Company's application to the NASD consists of
current corporate information, financial statements and other documents as
required by Rule 15c2-11 of the Securities Exchange Act of 1934, as amended.
Inclusion on the "Pink Sheets" permits price quotations for the Company's shares
to be published by such service.
The Company's common shares are not currently quoted. The Company is not
aware of any established trading market for its common stock nor is there any
record of any reported trades in the public market in recent years. The
Company's common stock has never traded in a public market.
If and when the Company's common stock is traded in the Pink Sheet, most
likely the shares will be subject to the provisions of Section 15(g) and Rule
15g-9 of the Securities Exchange Act of 1934, as amended (the 'Exchange Act"),
commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain
requirements for transactions in penny stocks and Rule 15g9(d)(1) incorporates
the definition of penny stock as that used in Rule 3a5l-l of the Exchange Act.
The Commission generally defines penny stock to be any equity security that
has a market price less than $5.00 per share, subject to certain exceptions.
Rule 3a5l-l provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting specified criteria set by the Commission; authorized for quotation on
The NASDAQ Stock Market; issued by a registered investment company; excluded
from the definition on the basis of price (at least $5.00 per share) or the
issuer's net tangible assets; or exempted from the definition by the Commission.
If the Company's shares are deemed to be a penny stock, trading in the
shares will be subject to additional sales practice requirements on
broker-dealers who sell penny stocks to persons other than established customers
and accredited investors, generally persons with assets in excess of $1,000,000
or annual income exceeding $200,000, or $300,000 together with their spouse. For
transactions covered by these rules, broker-dealers must make a special
suitability determination for the purchase of such securities and must have
received the purchaser's written consent to the transaction prior to the
purchase.
Additionally, for any transaction involving a penny stock, unless exempt,
the rules require the delivery, prior to the first transaction, of a risk
disclosure document relating to the penny stock market. A broker-dealer also
must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the Company's common stock and may affect the
ability of shareholders to sell their shares.
As of the date hereof, there were thirty (30) holders of record of the
company's common stock. As of the date hereof, the company has issued and
outstanding 465,000 post-split shares of common stock. Of this total, all
shares, were issued in transactions more than two years ago and may be sold or
otherwise transferred without restriction pursuant to the terms of rule 144
("rule 144") of the securities act of 1933, as amended (the "act"), unless held
by an affiliate or controlling shareholder of the company.
Dividend Policy
The Company has not declared or paid cash dividends or made distributions
in the past, and the Company does not anticipate that it will pay cash dividends
or make distributions in the foreseeable future. The Company currently intends
to retain and reinvest future earnings, if any, to finance its operations.
Item 2. Legal Proceedings
The Company is currently not a party to any material pending legal
proceedings and no such action by, or to the best of its knowledge, against the
Company has been threatened.
Item 3. Changes in and Disagreements with Accountants
Item 3 is not applicable to this Form 10-SB.
Item 4. Recent Sales of Unregistered Securities
In August of 1998 the Company sold 330 post-split shares of restricted
common stock to Robert Blakely for $4,950.00 and 270 post-split shares of
restricted common stock to Christine Blakely for $4,050.00 which contributions
were used to cover costs incurred while bringing the Company into good standing.
These transactions are deemed exempt pursuant to Section 4(2) of the Act.
All other issues of securities by the Company were made more than three
years ago.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles and By-Laws provide for indemnification for
liability, including expenses incurred in connection with a claim of liability
arising from having been an officer or director of the Company for any action
alleged to have been taken or omitted by any such person acting as an officer or
director, not involving gross negligence or willful misconduct by such person.
Section 78.751 of the Nevada General Corporation Law allows the Company to
indemnify any person who was or is threatened to made party to any threatened,
pending, or completed action, suit or proceeding, by reason of the fact that he
or she is or was a director, officer, employee or agent of the Company, or is or
was serving at the request of the Company as a director, officer, employee, or
agent of any corporation, partnership, joint venture, trust or other enterprise.
The Company's By-Laws provide that such a person shall be indemnified and held
harmless to the fullest extent provided by Nevada law.
Transfer Agent
The Company has presently designated Interwest Transfer Company, Inc., 1981
E. Murray Holliday Road, Holliday, Utah 84117, (801) 272-9294 its transfer
agent.
PART F/S
Financial Statements and Supplementary Data
The Company's financial statements at March 31, 2000, December 31 1998, and
December 31, 1997 and the statements of operations, stockholder's equity, and
cash flows for the three months ended March 31,1999 and the years ended December
31, 1998, 1997, and 1996 and the period December 11, 1985 (date of inception) to
March 31, 2000, have been examined to the extent indicated in the reports by
Andersen Andersen and Strong, L.C., Certified Public Accountants, and have been
prepared in accordance with generally accepted accounting principles and
pursuant to Regulation S-B as promulgated by the Securities and Exchange
Commission and are included herein, on the following pages, in response to Part
F/S of this Form 10-SB.
<PAGE>
ITEM 5
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
GOLDEN HOLE, INC.
(REGISTRANT)
/s/ Gregory F. Martini
BY: _______________________
PRESIDENT AND DIRECTOR
DATED: 25TH DAY OF MAY, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the 25th day of May, 2000.
/s/ Gregory F. Martini
___________________________________
GREGORY F. MARTINI: President and Director
/s/ Gregory F. Martini
____________________________________
GREGORY F. MARTINIT: Director, Secretary and Chief Financial Officer
PART III
ITEM 1. INDEX TO EXHIBITS
THE FOLLOWING EXHIBITS ARE FILED WITH THIS REGISTRATION STATEMENT:
Exhibit No. Description
------------ -----------
3 (i) Articles of Incorporation
Certificate of Amendment of Articles of Incorporation
3 (ii) By-Laws
23 Consent of Independent Certified Public Accountant
27 Financial Data Schedule
GOlden Hole, Inc.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
Andersen Andersen & Strong, L.C.
Certified Public Accountants and Business Consultants
Member SEC Practice Section of the AICPA
Board of Directors
Golden Hole, Inc.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheets of Golden Hole, Inc. (a
development stage company) at March 31, 2000, December 31 1998, and December 31,
1997 and the statements of operations, stockholder's equity, and cash flows for
the three months ended March 31,1999 and the years ended December 31, 1998,
1997, and 1996 and the period December 11, 1985 (date of inception) to March 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and 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 Golden Hole, Inc. at March
31, 2000, December 31 1998, and December 31, 1997 and the statements of
operations, stockholder's equity, and cash flows for the three months ended
March 31,1999 and the years ended December 31, 1998, 1997, and 1996 and the
period December 11, 1985 (date of inception) to March 31, 2000, in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has suffered recurring
losses from operations from its inception and does not have the necessary
working capital for any future planned activity, which raises substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are described in Note 4. These financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ Andersen Andersen and Strong, L.L.C.
----------------------------------------
Andersen Andersen and Strong, L.L.C.
Salt Lake City, Utah
April 19, 2000
Golden Hole, Inc.
(A Development Stage Company)
BALANCE SHEETS
March 31, 2000, December 31, 1999, December 31, 1998, and December 31, 1997
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Mar 31, Dec 31, Dec 31, Dec 31,
2000 1999 1998 1997
--------- --------- --------- ---------
ASSETS
CURRENT ASSETS
<S> <C> <C> <C> <C>
Cash $ - $ - $ - $ -
--------- --------- --------- ---------
Total Current Assets $ - $ - $ - $ -
========= ========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ - $ 1,000 $ - $ -
--------- --------- --------- ---------
Total Current Liabilities - 1,000 - -
--------- --------- --------- ---------
STOCKHOLDERS' EQUITY
Common stock
100,000,000 shares authorized, at $0.001 par
value; 465,000 shares issued and outstanding
on March 31, 2000; 375,000 on Dec 31, 1997 465 465 465 375
Capital in excess of par value 33,535 33,535 33,535 24,625
Deficit accumulated during the development stage (35,000) (35,000) (34,000) (25,000)
--------- --------- --------- ---------
Total Stockholders' Equity (deficiency) (1,000) (1,000) - -
--------- --------- --------- ---------
$ - $ - $ - $ -
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
GOLDEN HOLE, INC.
(Development Stage Company)
STATEMENTS OF OPERATIONS
For the Years Ended March 31, 2000, 1999 and the Years Ended
December 31, 1998, 1997 and 1996 and the Period
December 11, 1985 (Date of Inception) to March 31, 1999
<TABLE>
<CAPTION>
Mar 31 Dec 31 Dec 31 DEC 31 Dec 31 Dec 11, 1985(Date of Inception)to
2000 1999 1998 1997 1996 Mar 31, 1999
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
REVENUES - - - - - -
EXPENSES - 1,000 9,000 - - 35,000
-------- ------- ------- ------- ------- -------
NET LOSS $- $(1,000)$(9,000) $- $- $(35,000)
======== ======= ======= ======= ======= =======
NET LOSS PER COMMON
SHARE
Basic $(.002) $(.002) $(.02) $ - $ -
-------- ------- ------- ------- -------
AVERAGE OUTSTANDING
SHARES
Basic 465,000 465,000 375,000 375,000
-------- ------- ------- -------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
GOLDEN HOLE, INC.
(Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period from December 11, 1985 (Date of Inception)
to March 31, 2000
<TABLE>
<CAPTION>
COMMON STOCK CAPITAL In
---------------- EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
------- ------- ---------- ---------
<S> <C> <C> <C> <C>
Balance December 11, 1985(date of inception) - $ - $ - $ -
Issuance of common stock for cash 19,500 19 1,281 -
at $.0667 - December 2, 1986
Issuance of common stock for cash 33,000 33 2,167 -
at $.0667 - February 17, 1987
Issuance of common stock for cash 22,500 22 1,478 -
at $.0667 - April 13, 1987
Issuance of common stock for cash 85,500 86 5,614 -
at $.0667 - September 6, 1987
Issuance of common stock for cash 78,000 78 5,122 -
at $.0667 - November 14, 1987
Net operating loss for the year ended - - - (15,900)
December 31, 1987
Issuance of common stock for cash
at $.0667 - February 3, 1998 136,500 1377 8,963 -
Net operating loss for the year ended
December 31, 1988 - - - (9,100)
BALANCE DECEMBER 31, 1997 375,000 375 24,625 (25,000))
======= ======= ======= ========
Issuance of common stock for cash
at $1.00 - November 23, 1999 7,350 7 7,343 -
------- ------ ------ -------
BALANCE DECEMBER 31, 1998 465,000 465 33,535 (34,000)
======= ======= ======= ========
Net operating loss for the year ended - - - (1,000)
December 31, 1998
BALANCE DECEMBER 31, 1999 465,000 $465 $33,535 $(35,000)
======= ======= ======= ========
BALANCE DECEMBER 31, 2000 465,000 $465 $33,535 $(35,000)
======= ======= ======= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
GOLDEN HOLE, INC.
(Development Stage Company)
STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2000 and the Years Ended December 31,
1999, 1998 and 1997 and the Period from December 11, 1985 Date of Inception)
to March 31, 2000
<TABLE>
<CAPTION>
DEC 11, 1985
MAR 31 DEC 31 DEC 31 DEC 31 DEC 31 (Date of Inception)
2000 1999 1998 1997 1996 to MAR 31, 1999
------- ------- ------- ------- ------- -------------------
CASH FLOWS FROM
OPERATING ACTIVITIES
<S> <C> <C> <C> <C> <C> <C>
Net loss $- $(1,000) $(9,000) $- $- $(35,000)
Adjustments to reconcile net loss to
net cash provided by operating
activities - - - - - -
Changed in Accounts Payable - 1,000 - - - 1,000
------- ------- ------- ------- ------- -------
Net Cash From Operations - - - - - (34,000)
------- ------- ------- ------- ------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES - - - - -
------- ------- ------- ------- ------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuance of common stock
- - 9,000 - - 34,000
------- ------- ------- ------- ------- -------
Net Increase (Decrease) in Cash - - - - - -
Cash at Beginning of Period - - - - - -
------- ------- ------- ------- ------- -------
Cash at End of Period $- $ $- $- $- $- $-
======= ======= ======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
GOLDEN HOLE, INC.
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on
December 11, 1985 with the name of "Nostromo Construction Corporation." with
authorized common stock of 2,500 shares at a par value of $0.01. On October 16,
1998 the authorized capital stock was increased to 100,000,000 shares with a par
value of $.001 in connection with a name change to "Golden Hole, Inc.".
On August 15, 1998 the Company completed a forward common stock split of
150 shares for each outstanding share. This report has been prepared showing
after stock split shares with a par value of $.001 from inception.
The Company is in the development stage and has been engaged in the
activity of seeking developmental mining properties and was inactive after 1998.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
-------------------
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
----------------
The Company has not adopted a policy regarding payment of dividends.
Income Taxes
-------------
At December 31, 1998, the Company had a net operating loss carry forward of
$34,000. The tax benefit from the loss carry forward has been fully offset by a
valuation reserve because the use of the future tax benefit is undeterminable
since the Company has no operations. The net operating loss will expire in 2019.
Earnings (Loss) Per Share
----------------------------
Earnings (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding, after the stock split.
Financial Instruments
----------------------
The carrying amounts of financial instruments are considered by management
to be their estimated fair values. These values are not necessarily indicitive
of the amounts that the Company could realize in a current market exchange.
<PAGE>
------
GOLDEN HOLE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Estimates and Assumptions
---------------------------
Management uses estimates and assumptions in preparing financial statements
in accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
3. RELATED PARTY TRANSACTIONS
The statement of changes in stockholder's equity shows 465,000 shares of
common stock outstanding of which 159,000 shares were acquired by related
parties.
4. GOING CONCERN
Continuation of the Company as a going concern is dependent upon obtaining
sufficient working capital to be successful in that effort and the management of
the Company has developed a strategy, which it believes will accomplish this
objective through equity funding, and long term financing, which will enable the
Company to operate for the coming year.
Management recognizes that, if it is unable to raise the necessary capital,
the Company cannot operate in the future.
