UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10SB12G
GENERAL FORM FOR REGISTRATION OF SECURTIES
Pursuant to Section 12(b) or (g) of the Securities and Exchange
Act of 1934
MINING, MILLING, MANUFACTURING, AND MARKETING INC., OF NEVADA
(Exact name of registrant as specified in its charter)
Nevada 87-0466261
(State of organization) (I.R.S. Employer Identification No.)
154 East Ford Avenue Salt Lake City, UT 84115
(Address of principal executive offices) (Zip Code)
P.O. Box 17531, Salt Lake City, UT 84117
(Mailing address of office) (Zip Code)
Registrant's telephone number, including area code: (801) 484-2777
Registrants Attorney: Adam U. Shaikh, Esq. 3360 W. Sahara, Suite 200
Las Vegas, NV, 89102. Tele: (702) 732-2253. Fax: (702) 940-4006
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act: Common
Item 1. Business.
Mining, Milling, Manufacturing and Marketing Inc., of Nevada, was
incorporated on March 10th, 1986 under the laws of the State of Nevada
MMM&M's original business purpose was to engage in the mining and
milling business. MMM&M did, at one point, have rights to various
claims. These rights were lost, however, because the yearly assessment
work necessary to keep those claims open was not kept up. MMM&M has
never commenced any significant operational activities.
MMM&M has since abandoned this plan and has elected to pursue a new
business plan. This new business plan is to seek out a company to
merge or acquire. Thus, MMM&M would be classified as a "blank check"
company or "shell" company whose sole purpose at this time i s to
locate and consummate a merger or acquisition with a private
entity.
The proposed business activities described herein classify MMM&M as a
"blank check" company. Many states have enacted statutes, rules and
regulations limiting the sale securities of "blank check" companies
in their prospective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in the Company's
securities until such time as MMM&M has successfully implemented its
business plan described herein.
RISK FACTORS
The securities offered are highly speculative in nature andinvolve a
high degree of risk. They should be purchased only by persons who can
afford to lose their entire investment. Therefore, each prospective
investor should, prior to purchase, consider very carefully the
following risk factors among other things, as w ell as all other
information set forth in this prospectus.
MMM&M has had no operating revenue to date a nd may not become
profitable.
MMM&M has had no operating history nor any revenues or earnings from
operations. MMM&M has no significant assets or financial resources.
MMM&M will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in MMM&M incurring a net operating loss
which will increase continuously until MMM&M can consummate a business
combination with a profitable business opportunity. MMM&M may not be
able to identify such a business opportunity and consummate such a
business combination. Success of MMM&M's business operations may
depend on management outside of MMM&M's control.
The success of MMM&M'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 MMM&M will be successful in
locating candidates meeting such criteria. In the event MMM&M
completes a business combination, the success of MMM&M's operations
may be dependent upon management of the successor firm or venture
partner firm and numerous other factors beyond MMM&M's control.
MMM&M is at a competitive disadvantage and in a highly competitive
market searching for business combinations and opportunities.
MMM&M 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 MMM&M. Nearly all such entities have significantly
greater financial resources, technical expertise and managerial
capabilities than MMM&M and, consequently, MMM&M will be at a
competitive disadvantage in i dentifying possible business
opportunities and successfully completing a business combination.
Moreover, MMM&M will compete in seeking merger or acquisition
candidates with numerous other small public companies.
MMM&M has no agreement for a merger nor any standards set for
acceptable candidates for merger.
MMM&M has no arrangement, agreement or understanding with respect to
engaging in a merger with, joint venture with or acquisition of, a
private entity. MMM&M may not 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 evaluations. MMM&M has been
in the developmental stage since inception and has no operations to
date. Other than issuing shares to its original shareholders, MMM&M
never commenced any operational activities. MMM&M may not be able to
negotiate a business combination on terms favorable to MMM&M.
MMM&M 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 MMM&M would not consider a business combination in any
form with such business opportunity. Accordingly, MMM&M 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.
MMM&M's management lack certain business skills and will be devoting
only part-time work hours.
While seeking a business combination, management anticipates devoting
up to ten hours per month to the business of MMM&M. MMM&M's two
officers have not entered into written employment agreements with
MMM&M and are not expected to do so in the foreseeable future. MMM&M
has not obtained key man life insurance on either 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 MMM&M 's business
and its likelihood of continuing operations.
Furthermore, MMM&M 's officers and directors are not professional
business analysts. Lack of experience will be a detriment to MMM&M 's
efforts.
MMM&M may, on occasion, enter into business agreements that have a
conflict of interest.
Currently, MMM&M 's officers and directors have no conflic of
interest. However, changes in officers and directors or business
agreements entered into could potentially show conflicts of interest.
In such instance that MMM&M's officers or directors are involved in
the management of any firm with which MMM&M transacts business.
MMM&M 's board of directors will adopt a resolution which prohibits
MMM&M from completing a merger with, or acquisition of, any entity in
which management serve as officers, directors or partners, or in which
they or their family members own or hold any ownership interest.
Management is not aware of any circumstances under which this policy
could be changed while current management is in control of MMM&M.
Potential merger or acquisition candidates must meet SEC requirements
that may delay or preclude MMM&M's business plan.
Section 13 of the Securities Exchange Act of 1934, requires companies
falling under Section 13 of the Securities Exchange Act of 1934 to
provide certain information about significant acquisitions, including
certified financial statements for MMM&M, covering one or two years,
depending on the relative size of the acquisition. The time and
additional costs that may be incurred by some target entities to
prepare such statements may significantly delay or essentially
preclude consummation of an otherwise desirable acquisition by MMM&M.
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.
MMM&M is at a competitive disadvantage because it lacks any market
research or marketing organization.
MMM&M has neither conducted, nor have others made available to it,
results of market research indicating that market demand exists for
the transactions contemplated by MMM&M. Moreover, MMM&M does not have,
and does not plan to establish, a marketing organization. Even in the
event demand is identified for a merger or acquisition contemplated
by MMM&M , there is no assurance MMM&M will be successful in
completing any such business combination.
MMM&M will be limited to the business opportunities of any company.
MMM&M 's proposed operations, even if successful, will in all
likelihood result in MMM&M engaging in a business combination with
only one business opportunity. Consequently, MMM&M 's activities will
be limited to those engaged in by the business opportunity which MMM&M
merges with or acquires. MMM&M 's inability to diversify its
activities into a number of areas may subject MMM&M to economic
fluctuations within a particular business or industry and therefore
increase the risks associated with MMM&M 's operations.
Potential determination by the SEC that MMM&M is an investment
company could cause material adverse consequences.
Although MMM&M will be regulated under the Securities Exchange Act of
1934, management believes MMM&M will not be regulated under the
Investment Company Act of 1940, insofar as MMM&M will not be engaged
in the business of investing or trading in securities. In the event
MMM&M engages in business combinations which result in MMM&M holding
passive investment interests in a number of entities, MMM&M could be
under regulation of the Investment Company Act of 1940. In such
event, MMM&M would be required to register as an investment company
and could be expected to incur significant registration and compliance
costs. MMM&M has obtained no formal determination from the Securities
and Exchange Commission as to the status of MMM&M under the
Investment Company Act of 1940 and, consequently, any violation of
such Act would subject MMM&M to material adverse consequences.
Any business combination w ill probably result in loss of management
and control by MMM&M shareholders.
A business combination involving the issuance of MMM&M 's common stock
will, in all likelihood, result in shareholders of a private company
obtaining a controlling interest in MMM&M. Any such business
combination may require management of MMM&M to sell or transfer all
or a portion of MMM&M's common stock held by them, or resign as
members of the board of directors of MMM&M. The resulting change in
control of MMM&M could result in removal of one or more present
officers and directors of MMM&M and a corresponding reduction in or
elimination of their participation in the future affairs of MMM&M.
Should MMM&M meet its business plan of merging, shareholders in MMM&M
will most likely suffer a reduction in percentage share ownership of
the newly formed company.
MMM&M's primary plan of operation is based upon a business combination
with a private concern which, in all likelihood, would result in MMM&M
issuing securities to shareholders of such p rivate company. The
issuance of previously authorized and unissued common stock of MMM&M
would result in reduction in percentage of shares owned by present and
prospective shareholders of MMM&M and would most likely result in a
change in control or management of MMM&M.
Potential acquisition or merger candidates may wish to avoid potential
adverse consequences of merging with MMM&M.
MMM&M may enter into a b usiness combination with an entity that
desires to establish a public trading market for its shares. A
business opportunity may attempt to avoid what it deems to be adverse
consequences of undertaking its own public offering by seeking a
business combination with MMM&M.
Such consequences may include, but are not limited to, time delays of
the registration process, significant expenses to be incurred in such
an offering, loss of voting control to public shareholders and the
inability or unwillingness to comply with various federal and state
securities laws enacted for the protection of investors. These
securities laws primarily relate to provisions regarding the
registration of securities which require full disclosure of MMM&M 's
business, management and financial statements.
Many business decisions made by MMM&M can have major tax consequences
and many associated risks.
Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination MMM&M may undertake.
Currently, such transactions may be structured so as to result in tax-
free treatment to both companies, pursuant to various federal and
state tax provisions. MMM&M intends to structure any business
combination so as to minimize the federal and state tax consequences
to both MMM&M 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.
The requirement of audited financial statements of potential merging
entities may cause some potential merger candidates to forego merging
with MMM&M .
Management of MMM&M 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 MMM&M, rather than incur the expenses
associated with preparing audited financial statements.
MMM&M securities may be limited to only a few markets because of blue
sky laws.
Because the securities registered hereunder have not been registered
for resale under the blue sky laws of any state, and MMM&M has no
current plans to register or qualify its shares in any state, the
holders of such shares and persons who desire to purchase them in any
trading market that might develop in the future, should be aware that
there may be significant state blue sky restrictions upon the ability
of new investors to purchase the securities which could reduce the
size of the potential market. As a result of recent changes in federal
law, non-issuer trading or resale of MMM&M 's securities is exempt
from state registration or qualification requirements in most states.
However, some states may continue to attempt to restrict the trading
or resale of blind-pool or blank-check securities. Accordingly,
investors should consider any potential secondary market for MMM&M 's
securities to be a limited one.
Item 2. Management's discussion and analysis or plan of operation
note regarding projections and forward looking statements.
Although Management believes that the expectations reflected in these
forward-looking statements are reasonable, it can give no assurance
that such expectations will prove to have been correct. Important
factors that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without
limitation, in conjunction with those forward-looking statements
contained in this Statement.
Plan of operation - general
MMM&M plans to seek, investigate, and if such investigation warrants,
acquire an interest in one or more business opportunities presented to
it by persons or firms desiring the perceived advantages of a publicly
held corporation.At this time, MMM&M has no plan, proposal, agreement,
understanding, or arrangement to acquire or merge with any specific
business or company and MMM&M has not identified any specific business
or a company for investigation and evaluation. No member of Management
or any promoter of MMM&M, or an affiliate of either, has had any
material discussions with any other company with respect to any
acquisition of MMM&M.
MMM&M will not restrict its search to any specific business, industry,
or geographical location, and may participate in business ventures of
virtually any kind or nature.
Discussion of the proposed business under this caption and throughout
this Registration Statement is purposefully general and is not meant
to restrict MMM&M's virtually unlimited discretion to search for and
enter into a business combination. MMM&M may seek a combination with
a firm which only recently commenced operations, or a developing
company in need of additional funds to expand into new products or
markets or seeking to develop a new product or service, or an
established business which may be experiencing financial or operating
difficulties and needs additional capital which is perceived to be
easier to raise by a public company.
In some instances, a business opportunity may involve acquiring or
merging with a corporation which does not need substantial additional
cash but which desires to establish a public trading market for its
common stock. MMM&M may purchase assets and establish wholly owned
subsidiaries in various businesses or purchase existing businesses as
subsidiaries. Selecting a business opportunity will be complex and
extremely risky. Because of 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 benefits of a publicly- traded corporation. Such perceived
benefits of a publicly traded corporation may include facilitating or
improving the terms on which additional equity financing may be
sought, providing liquidity for the principals of a business, creating
a means for providing incentive stock options or similar benefits to
key employees, providing liquidity (subject to restrictions of
applicable statues) for all shareholders, and other items.
Potentially available business opportunities may occur in many
different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis of
such business opportunities extremely difficult and complex.
Management believes that MMM&M may be able to benefit from the use of
"leverage" to acquire a target company. Leveraging a transaction
involves acquiring a business while incurring significant indebtedness
for a large percentage of the purchase price of that business. Through
leveraged transactions, MMM&M would be required to use less of its
available funds to acquire a t arget company and, therefore, could
commit those funds to the operations of the business, to combinations
with other target companies, or to other activities.
The assets of the acquired business w ill ordinarily secure the
borrowing involved in a leveraged transaction. If that business were
not able to generate sufficient revenues to make payments on the debt
incurred by MMM&M to acquire that business, the lender would be able
to exercise the remedies provided by law or by contract. These
leveraging techniques, while reducing the amount of funds that MMM&M
must commit to acquire a business, may correspondingly increase the
risk of loss to MMM&M.
MMM&M can give no assurance as to the terms or availability of
financing for any acquisition. During periods when interest rates are
relatively high, the benefits of leveraging are not as great as during
periods of lower interest rates, because the investment in the
business held on a leveraged basis will only be profitable if it
generates sufficient revenues to cover the related debt and other
costs of the financing. Lenders from which MMM&M may obtain funds for
purposes of a leveraged buy-out may impose restrictions on the future
borrowing, distribution, and operating policies of MMM&M. It is not
possible at this time to predict the restrictions, if any, which
lenders may impose, or the impact thereof on MMM&M.
MMM&M has insufficient capital with which to provide the owners of
businesses significant cash or other assets. Management believes MMM&M
will offer owners of businesses the opportunity to acquire a
controlling ownership interest in a public company at substantially
less cost than is required to conduct an initial public offering.
However, a business that conducts a public offering will raise
capital, but will not raise capital as a result of merging with MMM&M.
The owners of the businesses will, however, incur significant
post-merger or acquisition registration costs in the event they wish
to register a portion of their shares for subsequent sale. MMM&M will
also incur significant legal and accounting costs in connection with
the acquisition of a business opportunity, including the costs of
preparing Forms 8-K, agreements, and related reports and documents.
At a minimum, It will be necessary to file a Form 8K. Additionally,
10Qs and 10Ks will need to be filed as necessary.
Nevertheless, the officers and directors of MMM&M have not conducted
market research and are not aware of statistical data that would
support the perceived benefits of a merger or acquisition transaction
for the owners of a business.
MMM&M does not intend to make any loans to any prospective merger or
acquisition candidates or to unaffiliated third parties. MMM&M 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 MMM&M 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 MMM&M
may offer. However, MMM&M 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 MMM&M has successfully
consummated such a merger or acquisition. MMM&M also has no plans
to conduct any offerings under Regulation S.
Currently, MMM&M has minimal cash. Additional funds will have to be
raised via securities issues or will need to be borrowed from
management in order to properly pursue its business plan. Should MMM&M
be unable to raise the necessary funds in the next 12 months, MMM&M
would be unable to fully implement its business plan and may be unable
to implement its business plan at all. In such an event, all active
operations of MMM&M would cease.
Sources of opportunities
MMM&M will seek a potential business opportunity from all known
sources, but will rely principally on personal contacts of its
officers and directors as well as indirect associations between them
and other business and professional people. It is not presently
anticipated that MMM&M will engage professional firms specializing
in business acquisitions or reorganizations. Management, while not
especially experienced in matters relating to the new business of
MMM&M, will rely upon their own efforts and, to a much lesser extent,
the efforts of MMM&M's shareholders, in accomplishing the business
purposes of MMM&M. It is not anticipated that any outside consultants
or advisors, other than MMM&M's legal counsel and accountants, will be
utilized by MMM&M to effectuate its business purposes described
herein. However, if MMM&M 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 MMM&M 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.
In the past, MMM&M's management has never used outside consultants or
advisors in connection with a merger or acquisition. As is customary
in the industry, a finder's fee for locating an acquisition prospect
may be necessary. If any such fee is paid, it will have to be
approved and paid for by the target candidate because MMM&M has no
cash. Any such payment would be done in accordance with industry
standards. Such fees are customarily between 1% and 5% of the size of
the transaction, based upon a sliding scale of the amount involved.
Such fees are typically in the range of 5% on a $1,000,000
transaction ratably down to 1% in a $4,000,000 transaction.
Management has adopted a policy that such a finder's fee or real
estate brokerage fee could, in certain circumstances, be paid to any
employee, officer, director or 5% shareholder of MMM&M, if such person
plays a material role in bringing a transaction to MMM&M.
Evaluation of opportunities
The analysis of new business opportunities will be undertaken by or
under the supervision of the officers and directors of MMM&M (see
"Management"). Management intends to concentrate on identifying
prospective business opportunities, which may be brought to its
attention through present associations with management. In analyzing
prospective business opportunities, management will consider, among
other factors, such matters as:
1. the available technical, financial and managerial resources
2. working capital and other financial requirements
3. history of operation, if any
4. prospects for the future
5. present and expected competition
6. the quality and experience of management services which may be
available and the depth of that management
7. the potential for further research, development or exploration
8. specific risk factors not now foreseeable but which then may be
anticipated to impact the proposed activities of MMM&M
9. the potential for growth or expansion
10. the potential for profit
11. the perceived public recognition or acceptance of products,
services or trades
12. name identification
Management will meet personally with management and key personnel of
the firm sponsoring the business opportunity as part of their
investigation. To the extent possible, MMM&M intends to utilize written
reports and personal investigation to evaluate the above factors. MMM&M
will not acquire or merge with any company for which audited financial
statements cannot be obtained. Opportunities in which MMM&M
participates will present certain risks, many of which cannot be
identified adequately prior to selecting a specific opportunity.
MMM&M's shareholders must, therefore, depend on Management to identify
and evaluate such risks. Promoters of some opportunities may have been
unable to develop a going concern or may present a business in its
development stage (in that it has not generated significant revenues
from its principal business activities prior to MMM&M's participation.)
Even after MMM&M's participation, there is a risk that the combined
enterprise may not become a going concern or advance beyond the
development stage. Other opportunities may involve new and untested
products, processes, or market strategies, which may not succeed. MMM&M
and, therefore, its shareholders will assume such risks.
The investigation of specific business opportunities and the
negotiation, drafting, and execution of relevant agreements, disclosure
documents, and other instruments will require substantial management
time and attention as well as substantial costs for accountants,
attorneys, and others. If a decision were made not to participate in a
specific business opportunity the costs incurred in the related
investigation would not be recoverable. Furthermore, even if an
agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in
the loss by MMM&M of the related costs incurred. There is the
additional risk that MMM&M will not find a suitable target. Management
does not believe MMM&M will generate revenue without finding and
completing a transaction with a suitable target company. If no such
target is found, therefore, no return on an investment in MMM&M will be
realized, and there will not, most likely, be a market for MMM&M's
stock.
Acquisition of opportunities
In implementing a structure for a particular business acquisition,
MMM&M may become a party to a merger, consolidation, reorganization,
joint venture, franchise, or licensing agreement with another
corporation or entity. It may also purchase stock or assets of an
existing business. Once a transaction is complete, it is possible that
the present management and shareholders of MMM&M will not be in control
of MMM&M. In addition, a majority or all of MMM&M's officers and
directors may, as part of the terms of the transaction, resign and be
replaced by new officer and director without a vote of MMM&M's
shareholders.
It is anticipated that securities issued in any such reorganization
would be issued in reliance on exemptions from registration under
applicable Federal and state securities laws. In some circumstances,
however, as a negotiated element of this transaction, MMM&M may agree
to register such securities either a t t he time the transaction is
consummated, under certain conditions, or at specified time thereafter.
The issuance of substantial additional securities and their potential
sale into any trading market, which may develop in MMM&M's Common
Stock, may have a depressive effect on such market. While the actual
terms of a transaction to which MMM&M may be a party cannot be
predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable
event and thereby structure the acquisition in a so called "tax free"
reorganization under Sections 368(a)(1) or 351 of the Internal Revenue
Code of 1986, as amended (the "Code").
In order to obtain tax-free treatment under the Code, it may be
necessary for the owners of the acquired business to own 80% or more of
the voting stock of the surviving entity. In such event, the
shareholders of MMM&M, including investors in this offering, would
retain less than 20% of the issued and outstanding shares of the
surviving entity, which could result in significant dilution in the
equity of such shareholders.
As part of MMM&M's investigation, officers and directors of MMM&M will
meet personally with management and key personnel, may visit and
inspect material facilities, obtain independent analysis or
verification of certain information provided, check references of
management and key personnel, and take other reasonable investigative
measures, to the extent of MMM&M's limited financial resources and
management expertise. The manner in which MMM&M participates in an
opportunity with a target company will depend on the nature of the
opportunity, the respective needs and desires of MMM&M and other
parties, the management of the opportunity, and the relative
negotiating strength of MMM&M and such other management. With respect
to any mergers or acquisitions, negotiations with Target Company,
management will be expected to focus on the percentage of MMM&M, which
the target company's shareholders would acquire in exchange for their
shareholdings in the target company. Depending upon, among other
things, the target company's assets and liabilities, MMM&M's
shareholders will, in all likelihood, hold a lesser percentage
ownership interest in MMM&M following any merger or acquisition. The
percentage ownership may be subject to significant reduction in the
event MMM&M acquires a target company with substantial assets. Any
merger or acquisition effected by MMM&M can be expected to have a
significant dilutive effect on the percentage of shares held by MMM&M
then shareholders, including purchasers in this offering. Management
has advanced, and will continue to advance, funds, which shall be used
by MMM&M in identifying and pursuing agreements with target companies.
Management anticipates that these funds will be repaid from the
proceeds of any agreement with the target company, and that any such
agreement may, in fact, be contingent upon the repayment of those
funds.
It is expected that amounts to conduct investigations will be less
than $10,000 and that such amount will come from the officers and
directors. Additional funds may need to be raised if the amount
exceed $10,000 and management is short on funds.
Management may contribute up to $10,000 for acquisition
investigations. However, the officers and directors are not obligated
to advance any additional amount to MMM&M. MMM&M may be required to
issue stock to raise additional funds if management cannot provide
said funds.
Competition
MMM&M is an insignificant participant among firms, which engage in
business combinations with, or financing of, development-stage
enterprises. There are many established management and financial
consulting companies and venture capital firms, which have
significantly greater financial and personal resources, technical
expertise and experience than MMM&M. In view of MMM&M's limited
financial resources and management availability, MMM&M will continue
to be at significant competitive disadvantage vis-a-vis the MMM&M
competitors. MMM&M will be at a disadvantage with other companies
having larger technical staffs, established market shares and greater
financial backing.
Regulation and taxation
The Investment Company Act of 1940 defines an "investment company" as
an issuer, which is or holds itself out as being engaged primarily in
the business of investing, reinvesting or trading securities. While
MMM&M does not intend to engage in s uch activities, MMM&M may obtain
and hold a minority interest in a number of development stage
enterprises. MMM&M could be expected to incur significant registration
and compliance costs i f required to register under the Investment
Company Act of 1940. Accordingly, management will continue to review
MMM&M's activities from time to time with a view toward reducing the
likelihood MMM&M could be classified as an "investment company." MMM&M
intends to structure a merger or acquisition in such manner as to
minimize Federal and state tax consequences to MMM&M, and to any
target company.
Employees
MMM&M's only employees at the present time are its officers and
directors, who will devote, as much time as the Board of Director
determine is necessary to carry out the affairs of MMM&M. (See
"Management").
The officers and Directors time devotion to MMM&M would be estimated
at 10 hours a month until further fundraising or a merger/acquisition.
Item 3. Description of property
MMM&M neither owns nor leases any real property at this time. MMM&M
conducts its business from 154 East Ford Avenue, Salt Lake City, UT
84115
Item 4.Security ownership of certain beneficial owners and management.
As of October 20th , 2000, the following reflects the security
ownership and beneficial ownership of MMM&M. Joanne Clinger currently
serves as President, Secretary, and Director and Brett Clinger serves
as Treasurer and Director.
<TABLE>
<S> <C> <C> <C>
Title of Class Name of Beneficial Amount and Nature Percent
Owner of Beneficial Of Class
Owner
Common Stock Joanne P. Clinger 2,975,000 17.5%
Common Stock Brett Clinger 30,000 < 1%
Common Stock Officers and
Directors 3,005,000 18%
Common Stock VIP Worldnet Inc 13,600,000 80%
</TABLE>
Joanne Clinger is the mother of Brett Clinger. Joanne Clinger is also a
President and director of VIP Worldnet, Inc. Brett Clinger serves as a
Director of VIP Worldnet.
Item 5. Directors, executive officers, promoters, and control persons.
The members of the Board of Directors of MMM&M serve until the next
annual meeting of the stockholders, or until their successors have been
elected. The officers serve at the pleasure of the Board of Directors.
There are no agreements for any officer or director to resign at the
request of any other person, and none of the officers or directors
named below are acting on behalf of, or at the direction of, any other
person. MMM&M's officers and directors will devote their time to the
business on an "as-needed" basis, which is expected to require 5-10
hours per month.
Information as to the directors and executive officers of the MMM&M are
as follows:
<TABLE>
<S> <C>
Name Position
Joanne Clinger President/Secretary/Director
Brett Clinger Treasurer/Director
</TABLE>
Joanne P. Clinger
Experience.
November 1985 - Present
VIP WORLDNET INC. DIVERSIFIED ENVIRONMENTAL RESOURCES INC.
AQUAGEN INTERNATIONAL INC. AND SUBSIDIARIES
President and Chairman of the Board of VIP Worldnet, Inc. and
Diversified Environmental Resources, Inc and their subsidiaries;
Secretary/Treasurer and Chairman of the Board of Aquagen International
Inc. Responsibilities include stockholders' meetings, all corporate
filings and registrations, funding and acquisitions for all
corporations, dealing with attorneys, accountants, brokers, etc.
February 1984 - September 1895
CFS FINANCIAL CORPORATION, Salt Lake City, Utah
Served as Executive Assistant to Sr. Vice President of Investment
Development, who managed Real Estate and Diversified Acquisitions and
Property Management; and as Special Projects Coordinator.
Responsibilities included communication with joint venture partners,
lenders and clients; supervision of workload of support staff in five
departments; coordination of corporate aviation (four private planes);
preparation and implementation of corporate budgets; and preparation
and distribution of project funding books to lenders. Special projects
included service as member of corporate Employee Task Force
Compensation Committee in creation of new compensation schedule for
employees; research of aged accounts payable and negotiation of
pay-out schedule with creditors, lien holders and attorneys; member of
Loan Committee, working with five top executives of company in
determining financial status, success and prospect of all ventures.
Called back to work with bankruptcy attorneys as paralegal after close
of company, answering interrogatories, etc.
January 1983-1984
INTERNATIONAL CONSOLIDATED ENTERPRISES INC. Salt Lake City~ Utah
Office Manager and Administrative Assistant to President, with duties
including supervising all personnel in Accounting, Customer Relations,
Office, Warehouse and Design Departments, hiring and terminating as
necessary; working the State on CETA personnel; purchasing; corporate
insurance; importing merchandise from the Orient, including letters of
credit and customs clearing; managing building, sales, and customer
relations.
1967-1982
ROCKY MOUNTAIN BANK NOTE COMPANY. Salt Lake City, Utah
Sales Secretary, Executive Secretary and Administrative Assistant to
the Chief Executive Officer. Responsibilities included supervision of
Executive Secretarial Pool; corporate meeting planner; interaction
with bank presidents, cashiers and purchasing agents; involved in
union certification and subsequent desertification; and many special
assignments.
1962- 1967
HERCULES INC. Salt Lake City, Utah
Secretary in Training, Personnel, Security and Contract Departments.
Special projects included developing and teaching secretarial skills
class to corporate secretaries; developing two-week training
schedules for new hires including engineers and management personnel,
approving all outgoing department correspondence.
EDUCATION
1957-1961 - Provo High School, Provo, Utah - with special business
classes
1961-1962 - Brigham Young University, Provo, Utah - Majored in Business
Additional education and training
Psychology and Social Psychology classes at University of Utah
Corporate Management Training
Brett Clinger
Employment History
<TABLE>
<S> <C>
November 1994 to January 1996 VIP Worldnet, Inc.
Shipping Manager
January 1996 to Present VIP Worldnet, Inc.
Director
January 1996 to November 1998 Aquagen International, Inc.
Production Manager
November 1998 to Present Aquagen International, Inc.
Executive Vice President
Director
</TABLE>
Education
LDS Business College
January 1995 to 1997
BYU/Salt Lake - 1997 to Present
Community Activities
Boy Scouts of America
Neighborhood beautification
Brett Clinger is the son of Joanne Clinger.
Other blank check companies.
The officers and directors of MMM&M are also officers and directors on
two other blank check companies.
<TABLE>
<S> <C> <C> <C>
Name of Company Registration Form Date Filed Status
Thunderbird Mining 10SB12G 12/01/2000 Pending
Milling, & Chemical
Corp.
Guaranty Securities 10SB12G Not filed
</TABLE>
Conflicts of Interest
Insofar as the officers and directors are engaged in other business
activities, management anticipates it will devote only a minor amount
of time to the MMM&M's affairs. The officers and directors of MMM&M may
in the future become shareholders, officers or directors of other
companies, which may be formed for the purpose of engaging in business
activities similar to those conducted by MMM&M. MMM&M does not
currently have a right of first refusal pertaining to opportunities
that come to management's attention insofar as such opportunities may
relate to the MMM&M's proposed business operations.
The officers and directors are, so long as they are officers or
directors of MMM&M, subject to the restriction that all opportunities
contemplated by MMM&M's plan of operation which come to their
attention, either in the performance of their duties or in any other
manner, will be considered opportunities of, and be made available to
MMM&M and the companies that they are affiliated with on an equal
basis. A breach of this requirement will be a breach of the fiduciary
duties of the officer or director. Subject to the next paragraph, if a
situation arises in which more than one company desires to merge with
or acquire that target company and the principals of the proposed
target company have no preference as to which company will merge or
acquire such target company, the company of which the President first
became an officer and director will be entitled to proceed with the
transaction. Except as set forth above, MMM&M has not adopted any other
conflict of interest policy with respect to such transactions.
Investment company act of 1940
Although MMM&M will be subject to regulation under the Securities Act
of 1933 and the Securities Exchange Act of 1934, management believes
MMM&M will not be subject to regulation under the Investment Company
Act of 1940 insofar as MMM&M will not be engaged in the business of
investing or trading in securities. In the event MMM&M engages in
business combinations, which result in MMM&M holding passive investment
interests in a number of entities, MMM&M could be subject to regulation
under the Investment Company Act of 1940. In such event, MMM&M would be
required to register as an investment company and could be expected to
incur significant registration and compliance costs. MMM&M has obtained
no formal determination from the Securities and Exchange Commission as
to the status of MMM&M under the Investment Company Corp. Act of 1940
and, consequently, any violation of such Act would subject MMM&M to
material adverse consequences.
Item 6. Executive compensation
There is no executive compensation given to any officer or director.
It is possible that, after MMM&M successfully consummates a merger or
acquisition with an unaffiliated entity, that entity may desire to
employ or retain one or more members of MMM&M's management for the
purposes of providing services to the surviving entity, or otherwise
provide other compensation to such persons. It is possible that persons
associated with management may refer a prospective merger or
acquisition candidate to MMM&M. In the event MMM&M consummates a
transaction with any entity referred by associates o f management, it
is possible that such an associate will be compensated for their
referral in the form of a finder's fee. It is anticipated that this fee
will be either in the form of restricted common stock issued by MMM&M
as part of the terms of the proposed transaction, or will be in the
form of cash consideration. However, if such compensation is in the
form of cash, the acquisition or merger candidate will tender such
payment, because MMM&M has insufficient cash available. The amount of
such finder's fee cannot be determined as of the date of this
registration statement, but is expected to be comparable to
consideration normally paid in like transactions. No member of
management of MMM&M will receive any finder's fee, either directly or
indirectly, as a result of his or her respective efforts to implement
MMM&M's business plan outlined herein. Persons "associated" with
management are meant to refer to persons with whom management may have
had other business dealings, but who are not affiliated with or
relatives of management. The Registrant for the benefit of its
employees has adopted no retirement, pension, profit sharing, stock
option or insurance programs or other similar programs.
Item 7. Certain relationships and related transactions
There are no relationships, transactions, or proposed transactions to
which the registrant was or is to be a party, in which any of the named
persons set forth in Item 404 of Regulation SB had or is to have a
direct or indirect material interest.
Item 8. Legal proceedings.
MMM&M is not a party to any material pending legal proceedings and, to
the best of its knowledge, no such action by or against MMM&M has been
threatened.
Item 9. Market for common equity and related stockholder matters.
MMM&M's common stock is not traded on any exchange or OTC market.
Management has not undertaken any discussions, preliminary or
otherwise, with any prospective market maker concerning the
participation of such market maker in the after-market for MMM&M's
securities and management does not intend to initiate any such
discussions until such time as MMM&M has consummated a merger or
acquisition. There is no assurance that a trading market will ever
develop or, if such a market does develop, that it will continue.
After a merger or acquisition has been completed, MMM&M's officers and
directors will most likely be the people to contact prospective market
makers. It is also possible that persons associated with the entity
that merges with or is acquired by MMM&M will contact prospective
market makers. MMM&M does not intend to use consultants to contact
market makers.
Market price
The Registrant's Common Stock is not quoted at the present time.
Effective August 11, 1993, the Securities and Exchange Commission
adopted Rule 15g-9, which established the definition of a "penny
stock," for purposes relevant to MMM&M, as any equity security that has
a market price of less than $5.00 per share or with an exercise price
of less than $5.00 per share, subject to certain exceptions. For any
transaction involving a penny stock, unless exempt, the rules require:
(i) that a broker or dealer approve a person's account for transactions
in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the
identity and quantity of the penny stock to be purchased. In order to
approve a person's account for transactions in penny stocks, the broker
or dealer must (i) obtain financial information and investment
experience and objectives of the person; and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for
that person and that person has sufficient knowledge and experience in
financial matters to be capable of evaluating the risks of transactions
in penny stocks. The broker or dealer must also deliver, prior to any
transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight
form, (i) sets forth the basis on which the broker or dealer made the
suitability determination; and (ii) that the broker or dealer received
a signed, written agreement from the investor prior to the transaction.
Disclosure also has to be made about the risks of investing in penny
stocks in both public offerings and in secondary trading, and about
commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and the rights
and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have t o be sent disclosing
recent price information for the penny stock held in the account and
information on the limited market in penny stocks. The National
Association of Securities Dealers, Inc. (the "NASD"), which administers
NASDAQ, has recently made changes in the criteria for initial listing
on the NASDAQ Small Cap market and for continued listing. For initial
listing, a company must have net tangible assets of $4 million, market
capitalization of $50 million or net income of $750,000 in the most
recently completed fiscal year or in two of the last three fiscal
years. For initial listing, the common s tock must also have a minimum
bid price of $4 per share. In order to continue to be included on
NASDAQ, a company must maintain $2,000,000 in net tangible assets and a
$1,000,000 market value of its publicly traded securities. In addition,
continued inclusion requires two market makers and a minimum bid price
of $1.00 per share.
Management intends to strongly consider undertaking a transaction with
any merger or acquisition candidate, which will allow MMM&M securities
to be traded without the aforesaid limitations. However, there can be
no assurances that, upon a successful merger or acquisition, that MMM&M
will qualify its securities for listing on NASDAQ or some other
national exchange, or be able to maintain the maintenance criteria
necessary to insure continued listing. The failure of MMM&M to qualify
its securities or to meet the relevant maintenance criteria after such
qualification in the future may result in the discontinuance of the
inclusion of MMM&M securities on a national exchange. In such events,
trading, if any, in MMM&M securities may then continue in the non-
NASDAQ over-the-counter market. As a result, a shareholder may find it
more difficult to dispose of, or to obtain accurate quotations as to
the market value of, MMM&M securities.
Holders
As of October 10, 2000, 36 shareholders hold 17,000,000 shares of
stock. All of t hese shareholders hold restricted stock pursuant to,
Section 4(2) exemption. All shareholders hold restricted stock pursuant
to Rule 144.
Shares sold in the future may have to comply with Rule 144.
17,000 shares were originally issued to VIP Worldnet, Inc. These shares
were issued in reliance on the private placement exemption under the
amended Securities Act of 1933.
VIP Worldnet, Inc has gifted or transferred for services 3,400,000 of
these shares. Such shares will not be available for sale in the open
market without separate registration except in reliance upon Rule 144
under the Act.
In general, under Rule 144 a person (or persons whose shares are
aggregated) who has beneficially owned shares acquired in a non-public
transaction for at least one year, including persons who may be deemed
affiliates of MMM&M (as that term is defined under the Act) would be
entitled to sell within any three-month period a number of shares that
does not exceed the greater of 1% of the then outstanding shares of
common stock, or the average weekly reported trading volume on all
national securities exchanges and through NASDAQ d uring the four
calendar weeks preceding such sale, provided that certain current
public information is then available. If a substantial number of the
shares owned by management were sold pursuant to Rule 144 or a
registered offering, the market price of the common stock could be
adversely affected.
Dividends
The Registrant has not paid any dividends to date and has no plans to
do so in the immediate future.
Item 10. Recent sales of unregistered securities.
None
Item 11. Description of securities.
Common stock
MMM&M was incorporated on March 10th, 1986 as MMM&M Mining, Milling,
and Chemical Corp., with an authorized share capital of Twenty Five
Million (25,000,000) shares of Common Stock at a par value of $.001.
There are currently 17,000,000 shares issued to 36 shareholders.
These shares were restricted under Rule 144 of the Securities Act of
1933, as amended.
The MMM&M Articles of Incorporation authorizes the issuance of
25,000,000 shares of Common stock, of which 17,000,000 are issued and
outstanding. The shares are non-assessable, without pre-emptive rights,
and do not carry cumulative voting rights. Holders of common shares are
entitled to one vote for each share on all matters to be voted on by
the stockholders. The shares are without pre-emptive rights and do not
carry cumulative voting rights. Holders of common shares are entitled
to share ratably in dividends, if any, as may be declared by MMM&M from
time-to-time, from funds legally available. In the event of a
liquidation, dissolution, or winding up of MMM&M, the holders of shares
of common stock are entitled to share on a pro-rata basis all assets
remaining after payment in full of all liabilities. Management is not
aware of any circumstances in which additional shares of any class or
series of MMM&M's stock are to be issued to management or promoters, or
affiliates or associates of either.
Future tradability of shares.
On January 21, 2000, Mr. Richard K. Wulff, Chief of Office of Small
Business for the SEC, issued an interpretative letter to Mr. Ken Worm,
Assistant Director of the OTC Compliance Unit of the NASD Regulation,
concerning the tradability of stock issued in limited o peration
companies. Mr. Wulff's interpretation was that stock issued or gifted
under an exemption under the 1933 Act would not be considered free
trading.
Item 12. Indemnification of directors and officers.
MMM&M and its affiliates may not be liable to its shareholders for
errors in judgment or other acts or omissions not a mounting to
intentional misconduct, fraud, or a knowing violation of the law, since
provisions have been made in the Articles of incorporation and By-laws
limiting such liability. The Articles of Incorporation and By-laws also
provide for indemnification of the officers and directors of MMM&M in
most cases for any liability suffered by them or arising from their
activities as officers and directors of MMM&M if they were not engaged
in intentional misconduct, fraud, or a knowing violation of the law.
Therefore, purchasers of these securities may have a more limited right
of action than they would have except for this limitation in the
Articles of Incorporation and By-laws. The officers and directors of
MMM&M are accountable to MMM&M as fiduciaries, which means such officer
and director are required to exercise good faith and integrity in
handling MMM&M's affairs. A shareholder may be able to institute legal
action on behalf of himself and all others similarly stated
shareholders to recover damages where MMM&M has failed or refused to
observe the law. Shareholders may, subject to applicable rules of civil
procedure, be able to bring a class action or derivative suit to
enforce their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered losses
in connection with the purchase or sale of their interest MMM&M in
connection with such sale or purchase, including the misapplication by
any such officer or director of the proceeds from the sale of these
securities, may be able to recover such losses from MMM&M.
Item 13. Financial statements
The financial statements and supplemental data required by this Item 13
follow the index of financial statements appearing at Item 15 of this
Form 10-SB.
Item 14. Changes in and disclosure with accountants on accounting and
financial disclosure.
The Registrant has not changed accountants since its formation, and
Management has had no disagreements with the findings of its
accountants.
Item 15. Financial statements and exhibits.
Exhibits
3.1 Articles of Incorporation
3.2 By-Laws
25.1 Power of Attorney
Signatures
In accordance with Section 12 of the Securities Act of 1934, the
Registrant caused this registration to be signed on its behalf by the
undersigned, thereunto duly authorized.
MMM&M
By:/s/__________________________
Joanne Clinger, President/Director
MINING, MILLING, MANUFACTURING AND MARKETING, INC. OF NEVADA
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
October 31, 2000
March 31, 2000
March 31, 1999
TABLE OF CONTENTS
INDEPENDENT AUDITORS REPORT. . . . . . . . . . . . . . . . . . . . .1
ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
LIABILITIES AND STOCKHOLDERS' EQUITY. . . . . . . . . . . . . . . . 3
STATEMENT OF OPERATIONS. . . . . . . . . . . . . .. . . . . . . . . 4
STATEMENT OF STOCKHOLDERS' EQUITY. . . . . . . . . . . . . . . . . .5
STATEMENT OF CASH FLOWS. . . . . . . . . . . . . . . . . . . . . . .6
NOTES TO FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . .7-10
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
1582 TULITA DRIVE OFFICE (702) 361 -8414
LAS VEGAS, NEVADA 89123 FAX NO. (702) 896-0278
INDEPENDENT AUDITORS' REPORT
Board of Directors November 1, 2000
Guaranty Securities, Ltd.
Salt Lake, Utah
I have audited the accompanying Balance Sheets of MINING, MILLING,
MANUFACTURING AND MARKETING, INC. OF NEVADA. (A Development Stage Company), as
of October 31, 2000, March 31, 2000, and March 31, 1999, and the related
Statements of Operations, Stockholders' Equity, and Cash Flows for the period
April 1, 2000 to October 31, 2000, the two years ended March 31, 2000, and
March 31, 1999, and the period March 24, 1986,(inception),to October 31, 2000.
These Financial Statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these Financial Statements based
on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the Financial Statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall Financial
Statement presentation. I believe that my audit provides a reasonable basis
for my opinion.
In my opinion, the Financial Statements referred to above present fairly, in
all material respects,the financial position of MINING, MILLING, MANUFACTURING
AND MARKETING, INC. OF NEVADA (A Development Stage Company), as of October 31,
2000, March 31, 2000, and March 31, 1999, and the related Statements of
Operations, Stockholders' Equity, and Cash Flows for the period of April 1,
2000, to October 31, 2000, the two years ended March 31, 2000, and March 31,
1999, and the period March 24, 1986 (inception), to October 31, 2000, in
conformity with generally accepted accounting principles.
The accompanying Financial Statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note #5 to the financial
statements, the Company has no established source of revenue. This raises
substantial doubt about its ability to continue as a going concern.Management's
plan in regard to these matters is described in Note #5. These financial state-
ments do not include any adjustments that might result from the outcome of
this uncertainty.
Barry L. Friedman
Certified Public Accountant
<TABLE>
<CAPTION>
MINING, MILLING, MANUFACTURING AND MARKETING, INC. OF NEVADA
(A Development Stage Company)
BALANCE SHEET
ASSETS
October March March
31, 2000 31,2000 31,1999
<S> <C> <C> <C>
CURRENT ASSETS $ 0 $ 0 $ 0
TOTAL CURRENT ASSETS $ 0 $ 0 $ 0
OTHER ASSETS $ 0 $ 0 $ 0
TOTAL OTHER ASSETS $ 0 $ 0 $ 0
TOTAL ASSETS $ 0 $ 0 $ 0
</TABLE>
The accompanying notes are an integral part of these financial statements.
-2-
<TABLE>
<CAPTION>
MINING, MILLING, MANUFACTURING AND MARKETING, INC. OF NEVADA
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
October March March
31, 2000 31, 2000 31, 1999
<S> <C> <C> <C>
CURRENT LIABILITIES $ 0 $ 0 $ 0
TOTAL CURRENT LIABILITIES $ 0 $ 0 $ 0
</TABLE>
STOCKHOLDERS' EQUITY (Note #4)
<TABLE>
<CAPTION>
Common stock
Par Value $0.001
Authorized 25,000,000 shares
Issued and outstanding at
<S> <C> <C> <C>
March 31, 1999 -
17,000,000 shares $ 17,000
March 31, 2000 -
17,000,000 shares $ 17,000
October 31, 2000 $ 17,000
Additional Paid-In Capital 0 0 0
Deficit accumulated during
The development stage -17,000 -17,000 -17,000
TOTAL STOCKHOLDERS' LIABILITY $ 0 $ 0 $ 0
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0 $ 0 $ 0
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<TABLE>
<CAPTION>
MINING, MILLING, MANUFACTURING AND MARKETING, INC. OF NEVADA
(A Development Stage Company)
STATEMENT OF OPERATIONS
April 1, Year Year Mar.24, 1986
2000, to Ended Ended (Inception)
Oct. 31, Mar. 31, Mar. 31, to Oct. 31,
2000 2000 1999 2000
<S> <C> <C> <C> <C>
INCOME
Revenue $ 0 $ 0 $ 0 $ 0
EXPENSES
General and
Adminstrative $ 0 $ 0 $ 0 $ 17,000
TOTAL EXPENSES $ 0 $ 0 $ 0 $ 17,000
NET LOSS $ 0 $ 0 $ 0 $-17,000
Net Loss per share
Basic and Diluted
(Note #2) $ NIL $ NIL $ NIL $ -.0010
Weighted average
Number of Common
shares outstanding 17,000,00 17,000,000 17,000,000 17,000,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<TABLE>
<CAPTION>
MINING, MILLING, MANUFACTURING AND MARKETING, INC. OF NEVADA
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
<S> <C> <C> <C> <C>
Balance,
March 31, 1998 17,000,000 $ 17,000 $ 0 $ -17,000
Net loss year ended
March 31, 1999 0
Balance,
March 31, 1999 17,000,000 $ 17,000 $ 0 $ -17,000
Net loss year ended
March 31, 2000 0
Balance,
March 31, 2000 17,000,000 $ 17,000 $ 0 $ -17,000
Net loss
April 1, 2000 to
October 31, 2000 0
Balance,
October 31, 2000 17,000,000 $ 17,000 $ 0 $ -17,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<TABLE>
<CAPTION>
MINING, MILLING, MANUFACTURING AND MARKETING, INC. OF NEVADA
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Apr. 1, Year Year Mar. 24, 1986
2000, to Ended Ended (Inception)
Oct. 31, Mar. 31, Mar. 31, to Oct. 31,
2000 2000 1999 2000
<S> <C> <C> <C> <C>
Cash Flows from
Operating Activities
Net Loss $ 0 $ 0 $ 0 $ -17,000
Adjustment to
Reconcile net loss
To net cash provided
by operating
Activities
Issue Stock for
mining Claims 0 0 0 +17,000
Net cash used in
Operating activities $ 0 $ 0 $ 0 $ 0
Cash Flows from
Financing Activities
Issuance of Common
Stock for Cash 0 0 0 0
Net Increase (decrease) $ 0 $ 0 $ 0 $ 0
Cash,
Beginning of Period 0 0 0 0
Cash, End of period $ 0 $ 0 $ 0 $ 0
</TABLE>
The accompanying notes are an integral part of these financial statements
-6-
MINING, MILLING, MANUFACTURING AND MARKETING, INC. OF NEVADA
(A Development Stage Company)
NOTE TO FINANCIAL STATEMENT
October 31, 2000, March 31, 1999, and March 31, 1999
NOTE #l - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized March 24, 1986, under the laws of the State of
Nevada as MINING, MILLING, MANUFACTURING AND MARKETING, INC. OF NEVADA. The
Company currently has no operations and in accordance with SFAS #7, is
considered a development company.
NOTE #2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.
Cash and Equivalents
When the Company has cash, it will maintain a cash balance in a non-interest-
bearing bank that currently does not exceed federally insured limits. For the
purpose of the statements of cash flows, all highly liquid investments with
the maturity of three months or less are considered to be cash equivalents.
There are no cash equivalents as of October 31, 2000.
Income Taxes
Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS #109)
"Accounting for Income Taxes". A deferred tax asset or liability is recorded
for all temporary difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of deferred tax
assets and liabilities.
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MINING, MILLING, MANUFACTURING AND MARKETING, INC. OF NEVADA
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
October 31, 2000, March 31, 2000, and March 31, 1999
NOTE #2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Reporting on Costs of Start-Up Activities
Statement of Position 98-5 ("SOP 98-5"), "Reporting on the Costs of Start-Up
Activities" which provides guidence on the financial reporting or start-up
costs and organization costs. It requires most costs of start-upactivities
and organization costs to be expensed as incurred. SOP 98-5 is effective for
fiscal years beginning after December 15, 1998. With the adoption of SOP 98-5,
there has been little or no effect on the Company's Financial Statements.
Loss Per Share
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS #128) "Earnings Per Share". Basic loss per
share is computed by dividing losses available to common stockholders by the
weighted average number of common shares outstanding during the period.Diluted
loss per share reflects per share amounts that would have resulted if dilative
common stock equivalents had been converted to common stock. As of October 31,
2000, the Company had no dilative common stock equivalents such as stock
options.
Year End
The Company has selected December 31st as its fiscal year-end.
Year 2000 Disclosure
The Y2K issue has had no effect on this Company.
-8-
MINING, MILLING, MANUFACTURING AND MARKETING, INC. OF NEVADA
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
October 31, 2000, March 31, 2000, and March 31, 1999
NOTE #3 - INCOME TAXES
There is no provision for income taxes for the period ended October 31, 2000.
The Company's total deferred tax asset as of March 31, 2000, is as follows:
Net operation loss carry forward $ 17,000
Valuation allowance $ 17,000
Net deferred tax asset $ 0
The federal net operating loss carry forward will expire in 2007.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
NOTE #4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of MINING, MILLING, MANUFACTURING AND MARKETING,
INC. OF NEVADA consists of 25,000,000 shares with a par value $0.001 per share.
Preferred Stock
MINING, MILLING, MANUFACTURING AND MARKETING, INC. OF NEVADA has no preferred
stock.
On March 24, 1986,the Company issued 17,000,000 shares of its $0.001 par value
common stock in consideration of $17,000.00 for mining claims described as,
"All of Section 1, Township 25 South, Range 12 East, Salt Lake Base and
Meridian, Emery County, Utah." These Claims were abandoned on August 9, 1997.
-9-
MINING, MILLING, MANUFACTURING AND MARKETING, INC. OF NEVADA
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
October 31, 2000, March 31, 2000, and March 31, 1999
NOTE #5 GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues sufficient
to cover its operating costs and to allow it to continue as a going concern.
It is the intent of the Company to seek a merger with an existing, operating
company. Until that time, the stockholders/officers and or directors have
committed to advancing the operating costs of the Company and forgiving any
such cost incurred.
NOTE #6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An officer
of the corporation provides office services without charge. Such costs are
immaterial to the financial statements and accordingly, have not been
reflected therein. The officers and directors of the Company are involved in
other business activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and their
other business interests. The Company has not formulated a policy for the
resolution of such conflicts.
NOTE #7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
-10-
