U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
UNDER SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934
GOLD BOND RESOURCES, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
STATE OF WASHINGTON 91- 0757753
--------------------- ----------------------------
(State or other jurisdiction of incorporation or organization) (I.R.S.
Employer Identification No.)
12210 CARSTENS RD.
REARDAN, WA 99029
------------------------------- -----
(Address of principal executive offices) (Zip Code)
(Issuer's telephone number, including area code) (509) 796-2295
Securities to be registered under Section 12(b) of the Act:
Title of each class to be so registered: NONE
Name of each exchange on which each class is to be registered: NONE.
Securities registered under Section 12(g) of the Act:
COMMON STOCK
-------------
(Title of class)
<PAGE> 1
PART I
ITEM 1. DESCRIPTION OF BUSINESS
HISTORY
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Gold Bond Resources, Inc. (the "Company" or the "Registrant"), was incorporated
on July 30, 1935, under the laws of the State of Washington. The Company,
originally named Gold Bond Mining Company was formed to engage in the
acquisition, exploration, development and, if warranted, the mining of precious
metals, primarily gold, silver and associated minerals. In 1935 and 1936, the
Company acquired various mining claims near the Blewitt Mining District of
Chelan County, Washington. The Company has been in the developmental stage since
inception and has no operations to date.
In 1999, the Company's management determined that the future possibilities of
mine development of the properties were remote and decided to sell the
properties, allowing it to retire its financial obligations and generate working
capital to locate other business opportunities.
In June, 2000 the Board of Directors of the Company elected to commence
implementation of the Company's principal business purpose, described below
under "Item 2, Plan of Operation and to proceed with filing a Form 10-SB. As
such, the Company can be defined as a "shell" company, whose sole purpose at
this time is to locate and consummate a merger or acquisition with a private
entity. The proposed business activities described herein classify the Company
as a "blank check" company. Many states have enacted statutes, rules and
regulations limiting the sale of securities of "blank check" companies in their
respective jurisdictions.
RISK FACTORS
-------------
The Company's business is subject to numerous risk factors, including the
following:
NO REVENUE AND MINIMAL ASSETS.
The Company has had no revenues or earnings from operations. The Company has no
significant assets or financial resources. The Company will, in all likelihood,
sustain operating expenses without corresponding revenues, at least until the
consummation of a business combination. This may result in the Company incurring
a net operating loss which will increase continuously until the Company can
consummate a business combination with a profitable business opportunity. There
is no assurance that the Company can identify such a business opportunity and
consummate such a business combination.
SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS.
The success of the Company's proposed plan of operation will depend, to a great
extent, on the operations, financial condition and management of the identified
business opportunity. While management intends to seek business combinations
with entities having established operating histories, there can be no assurance
that the Company will be successful in locating candidates meeting such
criteria. In the event the Company completes a business combination, of which
there can be no assurance, the success of the Company's operations may be
dependent upon management of the successor firm or venture partner firm and
numerous other factors beyond the Company's control.
<PAGE> 2
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS.
The Company is and will continue to be an insignificant participant in the
business of seeking mergers with, joint ventures with and acquisitions of small
private entities. A large number of established and well-financed entities,
including venture capital firms, are active in mergers and acquisitions of
companies which may be desirable target candidates for the Company. Nearly all
such entities have significantly greater financial resources, technical
expertise and managerial capabilities than the Company and, consequently, the
Company will be at a competitive disadvantage in identifying possible business
opportunities and successfully completing a business combination. Moreover, the
Company will also compete in seeking merger or acquisition candidates with
numerous other small public companies.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION - NO STANDARDS FOR
BUSINESS COMBINATION.
The Company has no arrangement, agreement or understanding with respect to
engaging in a merger with, joint venture with or acquisition of, a private
entity. There can be no assurance the Company will be successful in identifying
and evaluating suitable business opportunities or in concluding a business
combination. Management has not identified any particular industry or specific
business within an industry for evaluation. There is no assurance the Company
will be able to negotiate a business combination on terms favorable to the
Company. The Company has not established a specific length of operating history
or a specified level of earnings, assets, net worth or other criteria which it
will require a target business opportunity to have achieved, and without which
the Company would not consider a business combination in any form with such
business opportunity. Accordingly, the Company may enter into a business
combination with a business opportunity having no significant operating history,
losses, limited or no potential for earnings, limited assets, negative net worth
or other negative characteristics.
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY.
While seeking a business combination, management anticipates devoting up to
twenty hours per month to the business of the Company. The Company's officers
have not entered into written employment agreements with the Company and are not
expected to do so in the foreseeable future. The Company has not obtained key
man life insurance on any of its officers or directors. Notwithstanding the
combined limited experience and time commitment of management, loss of the
services of any of these individuals would adversely affect development of the
Company's business and its likelihood of continuing operations. See
"MANAGEMENT."
CONFLICTS OF INTEREST - GENERAL.
The Company's officers and directors participate in other business ventures
which compete directly with the Company. Additional conflicts of interest and
non-arms length transactions may also arise in the future in the event the
Company's officers or directors are involved in the management of any firm with
which the Company transacts business.
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.
Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"), requires
companies subject thereto to provide certain information about significant
acquisitions, including certified financial statements for the company acquired.
The time and additional costs that may be incurred by some target entities to
prepare such statements may significantly delay or essentially preclude
consummation of an otherwise desirable acquisition by the Company. Acquisition
prospects that do not have or are unable to obtain the required audited
statements may not be appropriate for acquisition so long as the reporting
requirements of the 1934 Act are applicable.
<PAGE> 3
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION.
The Company has neither conducted, nor have others made available to it, results
of market research indicating that market demand exists for the transactions
contemplated by the Company. Even in the event demand is identified for a merger
or acquisition contemplated by the Company, there is no assurance the Company
will be successful in completing any such business combination.
LACK OF DIVERSIFICATION.
The Company's proposed operations, even if successful, will in all likelihood
result in the Company engaging in a business combination with only one business
opportunity. Consequently, the Company's activities will be limited to those
engaged in by the business opportunity which the Company merges with or
acquires. The Company's inability to diversify its activities into a number of
areas may subject the Company to economic fluctuations within a particular
business or industry and therefore increase the risks associated with the
Company's operations.
REGULATION.
Although the Company will be subject to regulation under the Securities Exchange
Act of 1934, management believes the Company will not be subject to regulation
under the Investment Company Act of 1940, insofar as the Company will not be
engaged in the business of investing or trading in securities. In the event the
Company engages in business combinations which result in the Company holding
passive investment interests in a number of entities, the Company could be
subject to regulation under the Investment Company Act of 1940. In such event,
the Company would be required to register as an investment company and could be
expected to incur significant registration and compliance costs. The Company has
obtained no formal determination from the Securities and Exchange Commission as
to the status of the Company under the Investment Company Act of 1940 and,
consequently, any violation of such Act would subject the Company to material
adverse consequences.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT.
A business combination involving the issuance of the Company's common stock
will, in all likelihood, result in shareholders of a private company obtaining a
controlling interest in the Company. The resulting change in control of the
Company will likely result in removal of one or more present officers and
directors of the Company and a corresponding reduction in or elimination of
their participation in the future affairs of the Company.
REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION.
The Company's primary plan of operation is based upon a business combination
with a private concern which, in all likelihood, would result in the Company
issuing securities to shareholders of such private company. The issuance of
previously authorized and unissued common stock of the Company would result in
reduction in percentage of shares owned by present and prospective shareholders
of the Company and would most likely result in a change in control or management
of the Company.
TAXATION.
Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination the Company may undertake. Such
transactions may be structured so as to result in tax-free treatment to both
companies, pursuant to various federal and state tax provisions. The Company
intends to structure any business combination so as to minimize the federal and
state tax consequences to both the Company and the target entity; however, there
can be no assurance that such business combination will meet the statutory
requirements of a tax-free reorganization or that the parties will obtain the
intended tax-free treatment upon a transfer of stock or assets. A non-qualifying
reorganization could result in the imposition of both federal and state taxes
which may have an adverse effect on both parties to the transaction.
<PAGE> 4
REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY BUSINESS
OPPORTUNITIES. Management of the Company believes that any potential business
opportunity must provide audited financial statements for review, and for the
protection of all parties to the business combination. One or more attractive
business opportunities may choose to forego the possibility of a business
combination with the Company, rather than incur the expenses associated with
preparing audited financial statements.
EMPLOYEES
---------
The Company has no paid employees. None of the Company's executive officers are
employed by the Company. Management services are provided on an "as-needed"
basis without compensation, generally less than five hours per week. The Company
has no oral or written contracts for services with any member of management.
There is no preliminary agreement or understanding existing or under
contemplation by the Company (or any person acting on its behalf) concerning any
aspect of the Company's operations pursuant to which any person would be hired,
compensated or paid a finder's fee.
COMPETITION
-----------
The Company is and will remain an insignificant participant among the firms that
engage in mergers with and acquisitions of privately financed entities. Many
established venture capital and financial concerns have significantly greater
financial and personnel resources and technical expertise than the Company. In
view of the Company's limited financial resources and limited management
availability, the Company will continue to be at a significant disadvantage
compared to the Company's competitors.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
PLAN OF OPERATION
-------------------
The Registrant intends to seek to acquire assets or shares of an entity actively
engaged in business in exchange for its securities. The Registrant has no
particular acquisitions in mind and has not entered into any negotiations
regarding such an acquisition. None of the Company's officers, directors,
promoters or affiliates have engaged in any preliminary contact or discussions
with any representative of any other company regarding the possibility of an
acquisition or merger between the Company and such other company as of the date
of this registration statement. While the Company will attempt to obtain audited
financial statements of a target entity, there is no assurance that such audited
financial statements will be available. The Board of Directors does intend to
obtain certain assurances of value of the target entity's assets prior to
consummating such a transaction, with further assurances that an audited
statement would be provided within seventy-five days after closing of such a
transaction. The Registrant has no full time employees. The Registrant's
officers have agreed to allocate a portion of their time to the activities of
the Registrant, without compensation. Management anticipates that the business
plan of the Company can be implemented by an officer devoting an aggregate of
approximately 5 hours per week to the business affairs of the Company.
Conflicts of interest may arise with respect to the limited time commitment by
such officers. See "ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS." In addition, the Company's officers and directors may, in the future,
become involved with other companies, which have a business purpose similar to
that of the Company. As a result, additional conflicts of interest may arise in
the future.
<PAGE> 5
The Company is filing this registration statement on a voluntary basis because
the primary attraction of the Registrant as a merger partner or acquisition
vehicle will be its status as an SEC reporting company. Any business combination
or transaction will likely result in a significant issuance of shares and
substantial dilution to present stockholders of the Registrant. The Articles of
Incorporation of the Company provides that the Company may indemnify officers
and/or directors of the Company for liabilities, which can include liabilities
arising under the securities laws. Therefore, assets of the Company could be
used or attached to satisfy any liabilities subject to such indemnification. See
"PART II ITEM 5, INDEMNIFICATION OF DIRECTORS AND OFFICERS."
GENERAL BUSINESS PLAN
-----------------------
The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the perceived advantages of an
Exchange Act registered corporation. The Company will not restrict its search to
any specific business, industry, or geographical location and the Company may
participate in a business venture of virtually any kind or nature. This
discussion of the proposed business is purposefully general and is not meant to
be restrictive of the Company's virtually unlimited discretion to search for and
enter into potential business opportunities. Management anticipates that it will
be able to participate in only one potential business venture because the
Company has nominal assets and limited financial resources. See Item F/S,
"Financial Statements." This lack of diversification should be considered a
substantial risk to shareholders of the Company because it will not permit the
Company to offset potential losses from one venture against gains from another.
The Company may seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets, to
develop a new product or service, or for other corporate purposes. The Company
may acquire assets and establish wholly owned subsidiaries in various businesses
or acquire existing businesses as subsidiaries. The primary method the Company
will use to find potential merger or acquisition candidates will be to run
classified ads seeking companies, which are looking to merge with a public
shell. The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Due to general
economic conditions, rapid technological advances being made in some industries
and shortages of available capital, management believes that there are numerous
firms seeking the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable statutes) for all shareholders and other factors.
Business opportunities may be available in many different industries and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. The Company has, and will continue to have, no capital with which
to provide the owners of business opportunities with any significant cash or
other assets. However, management believes the Company will be able to offer
owners of acquisition candidates the opportunity to acquire a controlling
ownership interest in a publicly registered company without incurring the cost
and time required to conduct an initial public offering. The owners of the
business opportunities will, however, incur significant legal and accounting
costs in connection with the acquisition of a business opportunity, including
the costs of preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related
reports and documents. The 34 Act specifically requires that any merger or
acquisition candidate comply with all applicable reporting requirements, which
include providing audited financial statements to be included within the
numerous filings relevant to complying with the 34 Act. The analysis of new
<PAGE> 6
business opportunities will be undertaken by, or under the supervision of, the
officers and directors of the Company, none of whom is a professional business
analyst. Management intends to concentrate on identifying preliminary
prospective business opportunities which may be brought to its attention through
present associations of the Company's officers or through advertising the
Company's availability for acquisition. In analyzing prospective business
opportunities, management will consider such matters as the available technical,
financial and managerial resources; working capital and other financial
requirements; history of operations, if any; prospects for the future; nature of
present and expected competition; the quality and experience of management
services which may be available and the depth of that management; the potential
for further research, development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the proposed activities
of the Company; the potential for growth or expansion; the potential for profit;
the perceived public recognition or acceptance of products, services, or trades;
name identification; and other relevant factors. The Company will not acquire or
merger with any company for which audited financial statements cannot be
obtained within a reasonable period of time after closing of the proposed
transaction. Management of the Company, while not especially experienced in
matters relating to the new business of the Company, will rely primarily upon
their own efforts to accomplish the business purposes of the Company. It is not
anticipated that any outside consultants or advisors, other than the Company's
legal counsel and accountants, will be utilized by the Company to effectuate its
business purposes described herein. However, if the Company does retain such an
outside consultant or advisor, any cash fee earned by such party will need to be
paid by the prospective merger/acquisition candidate, as the Company has no cash
assets with which to pay such obligation. There have been no discussions,
understandings, contracts or agreements with any outside consultants and none
are anticipated in the future. The Company will not restrict its search for any
specific kind of firms, but may acquire a venture which is in its preliminary or
development stage, which is already in operation, or in essentially any stage of
its corporate life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, may desire to have its shares publicly traded, or
may seek other perceived advantages which the Company may offer. However, the
Company does not intend to obtain funds in one or more private placements to
finance the operation of any acquired business opportunity until such time as
the Company has successfully consummated such a merger or acquisition. The
Company also has no plans to conduct any offerings under Regulation S.
ACQUISITION OF OPPORTUNITIES
------------------------------
In implementing a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. It may also acquire
stock or assets of an existing business. On the consummation of a transaction,
it is probable that the present management and shareholders of the Company will
no longer be in control of the Company. In addition, the Company's directors
may, as part of the terms of the acquisition transaction, resign and be replaced
by new directors without a vote of the Company's shareholders. It is anticipated
that any securities issued in any such reorganization would be issued in
reliance upon exemption from registration under applicable federal and state
securities laws. In some circumstances, however, as a negotiated element of its
transaction, the Company may agree to register all or a part of such securities
immediately after the transaction is consummated or at specified times
thereafter. If such registration occurs, of which there can be no assurance, it
will be undertaken by the surviving entity after the Company has successfully
consummated a merger or acquisition and the Company is no longer considered a
"shell" company. Until such time as this occurs, the Company will not attempt to
register any additional securities. The issuance of substantial additional
<PAGE> 7
securities and their potential sale into any trading market which may develop in
the Company's securities may have a depressive effect on the value of the
Company's securities in the future, if such a market develops, of which there is
no assurance. While the actual terms of a transaction to which the Company may
be a party cannot be predicted, it may be expected that the parties to the
business transaction will find it desirable to avoid the creation of a taxable
event and thereby structure the acquisition in a so-called "tax-free"
reorganization under Sections 368a or 351 of the Internal Revenue Code (the
"Code"). With respect to any merger or acquisition, negotiations with target
company management is expected to focus on the percentage of the Company which
target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will hold a
substantially lesser percentage ownership interest in the Company following any
merger or acquisition. The percentage ownership may be subject to significant
reduction in the event the Company acquires a target company with substantial
assets. Any merger or acquisition effected by the Company can be expected to
have a significant dilutive effect on the percentage of shares held by the
Company's then-shareholders. The Company will participate in a business
opportunity only after the negotiation and execution of appropriate written
agreements. Although the terms of such agreements cannot be predicted, generally
such agreements will require some specific representations and warranties by all
of the parties thereto, will specify certain events of default, will detail the
terms of closing and the conditions which must be satisfied by each of the
parties prior to and after such closing, will outline the manner of bearing
costs, including costs associated with the Company's attorneys and accountants,
will set forth remedies on default and will include miscellaneous other terms.
As stated hereinabove, the Company will not acquire or merge with any entity
which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction. The Company
is subject to all of the reporting requirements included in the 34 Act. Included
in these requirements is the affirmative duty of the Company to file independent
audited financial statements as part of its Form 8-K to be filed with the
Securities and Exchange Commission upon consummation of a merger or acquisition,
as well as the Company's audited financial statements included in its annual
report on Form 10-K (or 10-KSB, as applicable). If such audited financial
statements are not available at closing, or within time parameters necessary to
insure the Company's compliance with the requirements of the 34 Act, or if the
audited financial statements provided do not conform to the representations made
by the candidate to be acquired in the closing documents, the closing documents
may provide that the proposed transaction will be voidable, at the discretion of
the present management of the Company.
COMPETITION
-----------
The Company will remain an insignificant participant among the firms which
engage in the acquisition of business opportunities. There are many established
venture capital and financial concerns which have significantly greater
financial and personnel resources and technical expertise than the Company. In
view of the Company's combined extremely limited financial resources and limited
management availability, the Company will continue to be at a significant
competitive disadvantage compared to the Company's competitors.
ITEM 3. DESCRIPTION OF PROPERTY
The Company has no properties. The Company presently operates from office space
provided on a rent-free basis by the Company's president, W. Sherwin Broadhead.
In the event that this space becomes unavailable in the future, the Company will
seek to lease office space from an unaffiliated party at prevailing competitive
rates.
<PAGE> 8
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(A) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
--- ----------------------------------------------------
The following table sets forth information regarding any person known to the
Company to be the beneficial owner of more than five percent of any class of the
Company's voting securities at December 31, 2000.
(1) (2) (3) (4)
Title of Name and Address Amount and Nature of Percent
Class of Beneficial Owner Beneficial Ownership of Class*
-------- ------------------------- --------------------- ----------
Common W. Sherwin Broadhead 526,000 5.7%
12210 N. Carstens Rd.
Reardan, WA 99029
Common John R. Coghlan 800,000 8.7%
5102 S. Morrill Lane
Spokane, WA 99223
Common Carole Dunne 1,400,000 15.2%
5105 Sunward Drive
Spokane, WA 99223
Common Robert W. O'Brien 1,795,585 19.6%
1511 S. Riegel Ct.
Spokane, WA 99212
* Based on 9,169,999 shares of Common Stock outstanding on December 31, 2000.
(B) SECURITY OWNERSHIP OF MANAGEMENT
------------------------------------
The following table sets forth certain information as of December 31, 2000
regarding the number and percentage of shares of Common Stock of the Company
beneficially owned (as such term is defined in Rule 13d-3 under the Exchange
Act) by each director, each of the named executive officers and directors and
officers as a group.
(1) (2) (3) (4)
Title of Name and Address Amount and Nature of Percent
Class of Beneficial Owner Beneficial Ownership of Class*
-------- ------------------------- --------------------- ----------
Common W. Sherwin Broadhead 526,000 5.7%
12210 N. Carstens Rd.
Reardan, WA 99029
Common Michael L. McLaughlin 170,000 1.9%
2615 S. Adams Rd.
Veradale, WA 99037
Common Robert W. O'Brien 1,795,585 19.6%
1511 S. Riegel Ct.
Spokane, WA 99212
Common Total of all officers 2,491,585 27.2%
and directors (3 individuals):
*Based on 9,169,999 shares of Common Stock outstanding on December 31, 2000.
(C) CHANGES IN CONTROL
--------------------
There are no arrangements known to the Registrant the operation of which may at
a subsequent time result in the change of control of the Registrant.
<PAGE> 9
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Name Age Office with the Company Appointed to Office
---------------------- --- ------------------------ -------------------
W. Sherwin Broadhead 70 Director 1985
President 2000
Michael L. McLaughlin 67 Director 2000
Vice-President 2000
Robert W. O'Brien 65 Director 2000
Sec. / Treasurer 2000
W. Sherwin Broadhead - Mr. Broadhead has been a Director of the Company for more
than 14 years. He has served as President and Vice-President of the Company for
the last 10 years. Most recently he has held the position of President since May
2000. Mr. Broadhead graduated from the University of Idaho with a degree in
Political Science and from George Washington University with a Juris Doctorate
degree. From 1981 to 1996, Mr. Broadhead owned and operated a grocery store in
Reardan, Washington. Since 1996, Mr. Broadhead has been semi-retired and has
been self-employed in property management
Michael L. McLaughlin - Mr. McLaughlin has served as a Director of the Company
since May 2000 and as the Vice-President of the Company since June 2000. Mr.
McLaughlin graduated from Gonzaga University with a degree in Business
Administration. Mr. McLaughlin has been retired from full time employment since
1992, at which time he sold financing for IBM Credit Corp. Since 1980, Mr.
McLaughlin has been employed part-time by the Washington State Horse Racing
Commission as an auditor for satellite racing facilities.
Robert W. O'Brien - Mr. O'Brien has served as a Director and Treasurer of the
Company since May 2000 and as Secretary of the Company since June 2000. Mr.
O'Brien graduated from Gonzaga University with a BA degree in Economics. Since
July 1996, Mr. O'Brien has been the sole owner and manager of Spokane Quotation
Bureau, LLC, a company which publishes stock quotations for companies traded
over-the-counter. From 1985 to October 1995, Mr. O'Brien was a Director and
Secretary/Treasurer of Inland Gold and Silver, now Inland Resources, Inc., a
pubic company traded on the NASDAQ supervised Bulletin Board.
ITEM 6. EXECUTIVE COMPENSATION
The Chief Executive Officer of the Company, W. Sherwin Broadhead, receives no
fixed annual compensation for his services rendered to the Company. Mr.
Broadhead's compensation for the Company's most last three completed fiscal
years is as set out below:
<TABLE>
Summary Compensation Table
Long-Term Compensation
Annual Compensation Awards Payouts
------------------------------------------- ---------------------- ------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name Other Restricted Securities
and Fiscal Annual Stock Underlying LTIP All Other
Principal Year Salary Bonus Comp. Awards(1) Options/ Payouts Comp.
Position ($) ($) ($) ($) SARs(#) ($) ($)
-------------- ---- ------ ----- ------ ---------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
W. Sherwin
Broadhead, 2000 $0 $0 $0 $375 -0- $0 $0
Director
('85-'00) 1999 $0 $0 $0 $0 -0- $0 $0
President
(2000) 1998 $0 $0 $0 $0 -0- $0 $0
</TABLE>
<PAGE> 10
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There have been no other transactions or series of transactions, or proposed
transactions during the last two years to which the Registrant is a party in
which any Director, nominee for election as a Director, executive officer or
beneficial owner of five percent or more of the Registrant's Common Stock, or
any member of the immediate family of the foregoing had or is to have a direct
or indirect material interest exceeding $60,000.
The Company's Articles of Incorporation do not prohibit transactions in which
the Company's promoters, management, affiliates or associates directly or
indirectly have an interest. Therefore, there is (always) a "present potential"
that the Company may acquire or merge with a business or company in which the
Company's promoters, management, affiliates or associates directly or indirectly
have an interest, there is however, no present or contemplated intent that such
an event may occur. In structuring any such transaction, the directors would be
bound by their fiduciary duty to act in the best interest of the Company's
shareholders. In the event that management's fiduciary duties were compromised
any available remedy under applicable law would likely be prohibitively
expensive and time consuming.
ITEM 8. DESCRIPTION OF SECURITIES
The Company is authorized to issue 100,000,000 shares of its $0.001 par value
Common Stock. At December 31, 2000 there were 9,169,999 shares issued and
outstanding held by 956 shareholders of record.
All shares of Common Stock are equal to each other with respect to voting,
liquidation, dividend and other rights. Owners of shares of Common Stock are
entitled to one vote for each share of Common Stock owned at any Shareholders'
meeting. Holders of shares of Common Stock are entitled to receive such
dividends as may be declared by the Board of Directors out of funds legally
available therefor; and upon liquidation, are entitled to participate pro rata
in a distribution of assets available for such a distribution to Shareholders.
There are no conversion, preemptive, or other subscription rights or privileges
with respect to any shares. The Common Stock of the Company does not have
cumulative voting rights which means that the holders of more than fifty percent
(50%) of the shares voting in an election of directors may elect all of the
directors if they choose to do so. In such event, the holders of the remaining
shares aggregating less than fifty percent (50%) would not be able to elect any
directors.
The Company has never paid any dividends and does not anticipate the payment of
dividends in the foreseeable future.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS
The Common Stock of the Company is traded on the "Pink Sheets" under the symbol
"GOBM". The following table shows the high and low quoted prices for the Common
Stock during each quarter since January 1, 1998.
<PAGE> 11
Closing Bid Closing Ask
----------------- -----------------
Calendar Year High Low High Low
-------------- ---- --- ---- ---
1998:
First Quarter Unpriced
Second Quarter Unpriced
Third Quarter .001 .001 .25 .25
Fourth Quarter .001 .001 .25 .25
1999:
First Quarter .001 .001 .25 .25
Second Quarter .001 .001 .25 .25
Third Quarter .005 .001 .25 .10
Fourth Quarter .005 .005 .10 .10
2000:
First Quarter .005 .005 .10 .10
Second Quarter .005 .005 .10 .10
Third Quarter .01 .005 .10 .10
Fourth Quarter .02 .01 .10 .10
Closing Bid Closing Ask
January 10, 2001 .02 .25
Such over-the-counter market quotations reflect inter-dealer priced, without
retail mark-up, mark-down or commission. They do not represent actual
transactions and have not been adjusted for stock splits.
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 any future earnings to finance its operations.
As of December 31, 2000 there were 956 shareholders of record of the Company's
common stock
ITEM 2. LEGAL PROCEEDINGS
Neither the Registrant nor its property is a party to or the subject of any
pending legal proceeding or any contemplated proceeding of a governmental
authority.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
During the Registrant's two most recent fiscal years and any later interim
periods neither the principal accountant nor a significant subsidiary's
independent accountant on whom the principal accountant expressed reliance in
its report, resigned (or declined to stand for re-election) or was dismissed.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
In March 2000, the Company issued 375,000 shares of common stock to individuals
who were officers and directors of the Company. The shares were issued at a
deemed price of $0.005 per share. Since March 2000, the Company sold has sold
5,461,172 shares of common stock at a price of $0.005 per share. The shares were
sold to three directors of the Company and three individual investors, each of
whom was accredited and sophisticated.
<PAGE> 12
Each of the sales w made pursuant to exemptions from registration under the
Securities Act of 1933, as amended, pursuant to Section 4(2) and Rule 506 of
Regulation DEach of the certificates issued in connection with the above
offerings contained restrictive language on its face and each certificate had a
restrictive legend in substantially the following form:
The securities represented by this certificate have not been registered under
the Securities Act of 1933 (the "Act") and may not be offered for sale, sold or
otherwise transferred except pursuant to an effective registration statement
under the Act or pursuant to an exemption from registration under the Act, the
availability of which is to be established by opinion of counsel satisfactory to
the Company to the effect that in the opinion of such counsel such registration
in not required
None of the shares were offered by means of advertising or general solicitation.
No commissions were paid directly or indirectly to any person in connection with
the offer or sale of any of the securities to U.S. residents.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Although the Company's Articles of Incorporation and By Laws do not address the
subject of indemnification, Washington Law permits the Company to indemnify its
officers and directors against liabilities they incur in such positions. Under
Washington Law the general statutory scheme for corporate indemnification of
directors and officers has both permissive and mandatory aspects. It allows, but
does not require the Company to indemnify in a wide variety of circumstances and
requires the Company to indemnify in others. Insofar as indemnification for
liabilities arising under the Act may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
PART F/S
FINANCIAL STATEMENTS
<PAGE> 13
TABLE OF CONTENTS
INTERIM FINANCIAL STATEMENTS
Page
Balance Sheets, October 31, 2000 (Unaudited) and July 31, 2000 1
Statements of Operations for the three-month periods ended
October 31, 2000 and 1999 (Unaudited) 2
Statements of Cash Flows for the three-month periods ended
October 31, 2000 and 1999 (Unaudited) 3
Notes to Financial Statements 4
<PAGE> 14
GOLD BOND RESOURCES, INC.
BALANCE SHEETS
October 31, 2000 and July 31, 2000
(UNAUDITED)
<TABLE>
OCTOBER 31, JULY 31,
2000 2000
-------------- --------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 24,181 $ 8,139
Prepaid legal expenses 5,000
-------------- --------------
TOTAL ASSETS $ 24,181 $ 13,139
============== ==============
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT:
Common stock, $0.001 par value;
100,000,000 shares authorized; 9,169,999 and
5,969,999 shares issued and outstanding 9,170 5,970
Additional paid-in capital 186,702 173,902
Accumulated deficit (171,691) (166,733)
-------------- --------------
Total stockholders' deficit 24,181 13,139
-------------- --------------
TOTAL STOCKHOLDERS' DEFICIT $ 24,181 $ 13,139
============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
1
<PAGE> 15
GOLD BOND RESOURCES, INC.
STATEMENTS OF OPERATIONS
For the three-month periods ended October 31, 2000 and 1999
(Unaudited)
<TABLE>
OCTOBER 31, OCTOBER 31,
2000 1999
-------------- --------------
<S> <C> <C>
OPERATING EXPENSES:
Mineral property maintenance expenses $ 2,300
General and administrative expenses $ 5,049
-------------- --------------
5,049 2,300
OTHER (EXPENSES) INCOME:
Interest income 91 5
Interest expense (136)
-------------- --------------
91 (131)
NET LOSS $ (4,958) $ (2,431)
============== ==============
NET LOSS PER SHARE-BASIC $ Nil $ Nil
============== ==============
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING-BASIC 6,379,782 3,333,829
============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 16
GOLD BOND RESOURCES, INC.
STATEMENTS OF CASH FLOWS
For the three-month periods ended October 31, 2000 and 1999
(Unaudited)
<TABLE>
OCTOBER 31, OCTOBER 31,
2000 1999
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (4,958) $ (2,431)
Adjustments to reconcile net loss to net cash
used by operating activities:
Change in:
Prepaid legal expenses 5,000
Accrued interest payable 136
-------------- --------------
Net cash provided (used) by operating activities 42 (2,295)
-------------- --------------
Cash flows from financing activities:
Advances from stockholders 2,300
Sales of common stock for cash 16,000
-------------- --------------
Net cash provided by financing activities 16,000 2,300
-------------- --------------
Net change in cash 16,042 5
Cash, beginning of period 8,139 181
-------------- --------------
Cash, end of period $ 24,181 $ 186
============== ==============
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 17
GOLD BOND RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The unaudited interim financial information as of October 31, 2000, and for the
three months ended October 31, 2000 has been prepared on the same basis as the
audited financial statements. In the opinion of management, such unaudited
information includes all adjustments necessary for a fair presentation of this
interim information. Operating results for the three months ended October 31,
2000 are not necessarily indicative of the results that may be expected for the
entire year ending July 31, 2001. These financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's July 31, 2000 audited financial statements.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES - The preparation of the financial statements in conformity
with generally accepted accounting principles 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.
INCOME TAXES - Income taxes are recognized in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes," whereby
deferred income tax liabilities or assets at the end of each period are
determined using the tax rate expected to be in effect when the taxes are
actually paid or recovered. A valuation allowance is recognized on deferred tax
assets when it is more likely than not that some or all of these deferred tax
assets will not be realized.
LOSS PER SHARE - Basic loss per share is determined in accordance with Statement
of Financial Accounting Standards No. 128, "Earnings Per Share." Net loss per
share amounts are based on the weighted average number of common stock shares
outstanding during each period.
4
<PAGE> 18
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Gold Bond Resources, Inc.
We have audited the accompanying balance sheets of Gold Bond Resources, Inc., a
Washington Corporation, as of July 31, 2000 and 1999, and the related statements
of operations, changes in stockholders' deficit, and cash flows for the years
ended July 31, 2000 and 1999. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides 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 Gold Bond Resources, Inc. as of
July 31, 2000 and 1999, and the results of its operations and its cash flows for
the years ended July 31, 2000 and 1999, in conformity with generally accepted
accounting principles.
/s/ DeCoria, Maichel & Teague, PS
DeCoria, Maichel & Teague PS
Spokane, Washington
October 23, 2000
<PAGE> 19
TABLE OF CONTENTS
Page
Balance Sheets, July 31, 2000 and 1999 1
Statements of Operations for the years ended July 31, 2000 and 1999 2
Statements of Cash Flows for the years ended July 31, 2000 and 1999 3
Statements of Changes in Stockholders' Deficit
for the years ended July 31, 2000 and 1999 4
Notes to Financial Statements 5-7
<PAGE> 20
GOLD BOND RESOURCES, INC.
BALANCE SHEETS
July 31, 2000 and 1999
2000 1999
--------------- ---------------
ASSETS
CURRENT ASSETS:
Cash $ 8,139 $ 181
Prepaid legal expenses 5,000 -
--------------- ---------------
Total current assets 13,139 181
FIXED ASSETS:
Mineral properties - 12,500
--------------- ---------------
TOTAL ASSETS $ 13,139 $ 12,681
=============== ===============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable $ 600
Accrued officer compensation 4,000
Advances payable to stockholders 6,800
Accrued interest payable 1,046
--------------- ---------------
Total current liabilities 12,446
--------------- ---------------
STOCKHOLDERS' DEFICIT:
Common stock, $0.001 par value;
100,000,000 shares authorized;
5,969,999 shares issued and
outstanding 5,970 -
Common stock, $0.05 par value;
4,500,000 shares authorized;
3,333,829 shares issued and
outstanding - 166,691
Additional paid-in capital 173,902 -
Accumulated deficit (166,733) (166,456)
--------------- ---------------
Total stockholders' deficit 13,139 235
--------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 13,139 $ 12,681
=============== ===============
The accompanying notes are an integral part of these financial statements.
1
<PAGE> 21
GOLD BOND RESOURCES, INC.
STATEMENTS OF OPERATIONS
For the years ended July 31, 2000 and 1999
2000 1999
--------------- ---------------
OPERATING EXPENSES:
Mineral property maintenance expenses $ 2,300 $ 2,300
General and administrative expenses 6,566 413
--------------- ---------------
8,866 2,713
OTHER (EXPENSES) INCOME:
Interest income 65 5
Interest expense (446) (524)
Gain on sale of mineral properties 8,970 -
--------------- ---------------
8,589 519
NET LOSS $ (277) $ (3,232)
=============== ===============
NET LOSS PER SHARE-BASIC $ Nil $ Nil
=============== ===============
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING-BASIC 4,770,391 3,333,829
=============== ===============
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 22
GOLD BOND RESOURCES, INC.
STATEMENTS OF CASH FLOWS
For the years ended July 31, 2000 and 1999
2000 1999
--------------- ---------------
Cash flows from operating activities:
Net loss $ (277) $ (3,232)
Adjustments to reconcile net loss to net
cash used by operating activities:
Common stock issued for directors'
compensation 1,875
Gain on sale of mineral properties (8,970)
Change in:
Prepaid legal expenses (5,000)
Accounts payable (600)
Accrued officer compensation (4,000)
Accrued interest payable (1,046)
--------------- ---------------
Net cash used by operating activities (18,018) (3,232)
--------------- ---------------
Cash flows from investing activities:
Proceeds from sale of mineral properties 21,470
--------------- ---------------
Net cash provided by investing activities 21,470
--------------- ---------------
Cash flows from financing activities:
Advances from stockholders 2,300
Payments of advances from stockholders (9,100)
Sales of common stock for cash 11,306
--------------- ---------------
Net cash provided by financing activities 4,506
--------------- ---------------
Net change in cash 7,958 (908)
Cash, beginning of year 181 1,089
--------------- ---------------
Cash, end of year $ 8,139 $ 181
=============== ===============
Supplemental disclosure of cash flow information:
Cash paid during the year for interest $ 1,492 $ 0
=============== ===============
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 23
GOLD BOND RESOURCES, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
For the years ended July 31, 2000 and 1999
</TABLE>
<TABLE>
ADDITIONAL
COMMON STOCK PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTALS
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
BALANCE,
July 31, 1998 3,333,829 $ 166,691 - $ (163,224) $ 3,467
Net loss - - - (3,232) (3,232)
------------ ------------ ------------ ------------ ------------
BALANCE,
July 31, 1999 3,333,829 166,691 - (166,456) 235
Change in par value
of common stock - (163,358) 163,358 - -
Common stock issued
for directors'
compensation
($0.005 per share) 375,000 375 - 1,500 1,875
Common stock issued
for cash ($0.005
per share) 2,261,170 2,261 - 9,044 11,306
Net loss - - - (277) (277)
------------ ------------ ------------ ------------ ------------
BALANCE,
July 31, 2000 5,969,999 $ 5,970 $ 173,902 $ (166,733) $ 13,139
============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 24
GOLD BOND RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS
Gold Bond Resources, Inc. ("Gold Bond" or the "Company") is a Washington
Corporation formed in 1934 as Gold Bond Mining Company. The Company was
organized to acquire and develop mineral properties in Washington State and the
Inland Northwest.
During fiscal years 2000 and 1999, the Company made a strategic decision to sell
its mineral properties, change its name, and reorganize its capital structure in
an effort to favorably position itself to seek other profitable business
opportunities.
Unless otherwise indicated, amounts provided in these notes to the financial
statements pertain to continuing operations.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES - The preparation of the financial statements in conformity
with generally accepted accounting principles 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.
INCOME TAXES - Income taxes are recognized in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes," whereby
deferred income tax liabilities or assets at the end of each period are
determined using the tax rate expected to be in effect when the taxes are
actually paid or recovered. A valuation allowance is recognized on deferred tax
assets when it is more likely than not that some or all of these deferred tax
assets will not be realized.
STOCK-BASED COMPENSATION - Stock-based compensation cost is accounted for under
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation," which permits continued application of the intrinsic
value method of Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees." Under the intrinsic value method, compensation cost
represents the fair value of the Company's common stock at the issue date.
LOSS PER SHARE - Basic loss per share is determined in accordance with Statement
of Financial Accounting Standards No. 128, "Earnings Per Share." Net loss per
share amounts are based on the weighted average number of common stock shares
outstanding during each period.
5
<PAGE> 25
GOLD BOND RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS, CONTINUED:
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued:
NEW ACCOUNTING PRONOUNCEMENTS - In June 1998, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative Instruments and Hedging Activities". The Statement requires the
Company to recognize all derivatives on the balance sheet at fair value. The
Company anticipates that the adoption of this Statement will not have a material
affect on its financial statements.
FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying amounts of financial
instruments including cash, accounts payable, and advances payable to
stockholders approximated fair value as of July 31, 2000 and 1999.
3. MINERAL PROPERTIES
In 1935 and 1936, the Company acquired various patented and unpatented mining
claims in or near the Blewitt Mining District of Chelan County, Washington, in
exchange for shares of its common stock and cash. The claims were acquired for
the eventual development of a gold mining operation on some or all of the
properties. In 1999, the Company's management determined that the future
possibilities for mine development on the properties were remote, and decided to
sell the properties, allowing it to retire its financial obligations and
generate working capital to locate other business opportunities.
In fiscal year 2000, the Company successfully negotiated the sale of its mineral
properties for cash of $21,470, recognizing a gain on the sale of $8,970.
4. ADVANCES FROM STOCKHOLDERS
At July 31, 1999, the Company had advances payable to certain stockholders of
the Company of $6,800. The advances were payable on demand and accrued interest
at 8%. At July 31, 1999, accrued interest on advances payable to stockholders
was $1,046. In March 2000, the Company repaid advances payable to stockholders
of $9,100 (including $2,300 advanced during the current year) plus accrued
interest of $1,492 (including $466 of current year interest expense).
6
<PAGE> 26
GOLD BOND RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS, CONTINUED:
5. STOCKHOLDERS' EQUITY
In prior years, the Company's common stock traded on a local over-the-counter
stock exchange. During recent periods, however, very little trading activity has
taken place and no active market currently exists for the stock. Records of
historical common stock sales separating the par value of common stock sold from
additional paid-in capital do not exist and, accordingly, any additional paid-in
capital from those sales is combined with the Company's accumulated deficit with
no material effect on the financial statements.
In May 2000, at a special meeting of stockholders, the Company's stockholders
resolved by majority vote to increase the authorized number of shares of common
stock available for issue from 4,500,000 to 100,000,000, and to decrease the par
value of the Company's common stock from $.05 per share to $.001 per share.
During fiscal year 2000, the Board of Directors issued certain current and
former directors a total of 375,000 shares of the Company's common stock for
services provided in prior years. In connection with the issue, the Company
recognized compensation expense of $1,875, approximating the fair value of the
shares at the time of issue.
During fiscal year 2000, the Company sold 2,261,170 shares of its common stock
for $.005 per share, generating cash of $11,306. Of the shares of common stock
sold during fiscal year 2000, 795,585 were sold to officers of the Company.
6. INCOME TAXES
At July 31, 2000 and 1999, the Company had a deferred tax asset of approximately
$14,640, principally arising from net operating loss carryforwards for income
tax purposes. As management cannot determine if it is more likely than not that
the Company will receive the benefit of the asset, a valuation allowance equal
to the full deferred tax asset has been established at both July 31, 2000 and
1999.
At July 31, 2000 and 1999, the Company had net operating loss carryforwards
totaling approximately $43,000 which expire in the years 2004 through 2019.
7. RELATED PARTY TRANSACTIONS
The Company has been furnished with certain unreimbursed management,
administrative, accounting and consulting services by various related parties,
which are not reflected in the financial statements. In addition to the related
party transactions described in notes 4 and 5 to the financial statements, the
Company paid $900 in fiscal year 2000 to a company controlled by an officer for
stock quotation services provided the Company during the current and prior
years.
7
<PAGE> 27
PART III
ITEM 1. INDEX TO EXHIBITS.
(1) Underwriting agreement N/A
(2) Plan of acquisition, reorganization arrangement,
liquid, or succession. N/A
(3) (i) Articles of Incorporation Page
(ii) By Laws Page
(4) Instruments defining the rights of holders, including
indentures N/A
(5) Opinion re: legality N/A
(6) No exhibit required N/A
(7) [Removed and reserved] N/A
(8) Opinion re: tax matters N/A
(9) Voting trust agreement N/A
(10) Material contracts N/A
(11) Statement re: computation of per share earnings N/A
(12) No exhibit required N/A
(13) Annual or quarterly reports, Form 10-Q N/A
(14) [Removed and reserved] N/A
(15) Letter on unaudited interim financial information N/A
(16) Letter on change in certifying accountant N/A
(17) Letter on director resignation N/A
(18) Letter on change in accounting principles N/A
(19) Reports furnished to security holders N/A
(20) Other documents or statements to security holders N/A
(21) Subsidiaries of the registrant N/A
(22) Published report regarding matters submitted to vote N/A
(23) Consent of experts and counsel N/A
(24) Power of attorney N/A
(25) Statement of eligibility of trustee N/A
(26) Invitations for competitive bids N/A
(27) Financial Data Schedule Filed Electronically Only
(28) [Removed and reserved]
[Reserved (29) through (98)]
(99) Additional Exhibits N/A
ITEM 2. DESCRIPTION OF EXHIBITS.
Not Applicable
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated this 9th day of January, 2001.
GOLD BOND RESOURCES, INC.
/s/ W. Sherwin Broadhead
By:--------------------------------.
W. SHERWIN BROADHEAD, PRESIDENT
