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SCHEDULE 14C
(RULE 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)
Check the appropriate box:
<TABLE>
<S> <C> <C> <C>
[ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14c-5(d)(2))
[X] Definitive Information Statement
</TABLE>
CENTER STAR GOLD MINES, INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
CENTER STAR GOLD MINES, INC.
201 East Main Street
Brady, Texas 78625
INFORMATION STATEMENT
This Information Statement is being furnished to shareholders of Center
Star Gold Mines, Inc. (the "Company"), a Nevada corporation, in connection with
action taken by shareholders holding a majority of the voting power of the
Company. On September 23, 1999, such shareholders approved an amendment to the
articles of incorporation of the Company to change the name of the Company to
"Link.com, Inc." Such shareholders also authorized a reverse split of the
outstanding shares of common stock of the Company at the rate of one share for
each 4.5 shares outstanding and elected two new directors. These actions by the
shareholders shall be effective twenty days following the mailing of this
Information Statement to the shareholders of the Company. The date on which this
Information Statement is first being sent to shareholders of the Company is on
or about February 19, 2000.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
RECORD DATE AND VOTING SECURITIES
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The record date for the foregoing actions by shareholders was September
23, 1999 (the "Record Date"), at which time the Company had issued and
outstanding 50,000,000 shares of its common stock, par value $.001 (the "Common
Stock"). The shares of Common Stock constitute the only outstanding securities
of the Company entitled to be voted. Shareholders owning 26,647,522 shares, or
approximately 53.3% of the outstanding shares, on the Record Date consented in
writing to each of the above-referenced items. The approval of each of these
items required the affirmative vote of a majority of the Common Stock issued and
outstanding at the Record Date.
PRINCIPAL SHAREHOLDERS AND MANAGEMENT OWNERSHIP
The following table sets forth information regarding the beneficial
ownership of Common Stock as of the Record Date, and as of January 3, 2000, by
(i) each person known by the Company to own beneficially more than 5% of the
outstanding shares of Common Stock, (ii) each director, or nominee for director,
of the Company, (iii) the Company's executive officers and (iv) all directors
and executive officers of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
<S> <C> <C>
Marion Robert Rice 15,895,013 31.79%
201 East Main
Brady, TX 78625
Andrew Wade McBee 10,752,509 21.5%
201 East Main
Brady, TX 78625
Donald Deshotels and 10,799,260 21.6%
Sandra Denise Deshotels(2)
3232 Shaw Cemetary Road
Zachary, LA 70791
Sheila Hemphill 7,012,506 14.03%
201 East Main
Brady, TX 78625
Rhonda Eardley & 116,625 (3) 0.23%
Kip Eardley
5814 South 900 East
Salt Lake City, UT 84117
</TABLE>
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<TABLE>
<S> <C> <C>
Robert K. Hatch -0-
841 Three Fountains Dr.
No. 253
Murray, UT 84101
Executive Officers and 16,011,638 32.02%
Directors as a Group
(3 Persons)
</TABLE>
(1) Unless otherwise indicated, this column reflects amounts as to
which the beneficial owner has sole voting power and sole investment power.
(2) Donald Deshotels and Sandra Denise Deshotels are husband and wife
and therefore are deemed to share beneficial ownership of these shares which are
held of record separately in equal amounts.
(3) These shares are owned directly in the name of Kip Eardley, the
husband of Mrs. Eardley, and they are deemed to share beneficial ownership of
such shares.
CHANGE OF CONTROL
On September 20, 1999, the Company entered into an Agreement and Plan
of Reorganization (the "Reorganization Agreement") with Link.com, Inc., a Nevada
corporation ("Link.com"), and the shareholders of such entity. The
Reorganization Agreement provided for the issuance of 46,750,040 shares of
common stock of the Company in exchange for all of the outstanding shares of
Link.com. In addition, as a condition of the closing of the Reorganization
Agreement, Marion Robert Rice, president of Link.com, was nominated by the board
of directors of the Company to become a director of the Company.
The closing of the Reorganization Agreement was held on September 23,
1999. Shareholder consent or authorization was not solicited or obtained in
connection with the transaction. At the closing the Company issued and delivered
the 46,750,040 shares of common stock of the Company to the shareholders of
Link.com and management of Link.com delivered a stock certificate to the Company
representing all of the issued and outstanding shares of Link.com. In addition,
Howard M. Oveson resigned as an officer and director of the Company and Mr. Rice
was appointed as a director and the president and CEO of the Company. Also, the
principal executive office was changed to 201 East Main, Brady, Texas 78625.
As a result of the closing of the Reorganization Agreement, the Company
issued the following shares to the shareholders of Link.com. which represented
the following percentage of the total outstanding shares of the Company:
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<TABLE>
<CAPTION>
Name Number of Shares Percentage
<S> <C> <C>
Marion Robert Rice 15,895,013 31.79%
Andy Wade McBee 10,752,509 21.5%
Donald Deshotels 5,399,630 10.8%
Sandra Denise Deshotels 5,399,630 10.8%
Sheila Kay Hemphill 7,012,506 14.03%
Phil White 2,290,752 4.58%
</TABLE>
In connection with the closing of the transaction with Link.com, Mr.
Oveson received a finder's fee from Link.com in the amount of $110,000. Link.com
also paid the Company's outstanding legal fees in the amount of $30,000.
Also in connection with the transaction, and as set forth below, the
remaining directors agreed to resign effective upon the election of the persons
nominated by Link.com, to reverse split the stock, and to change the name of the
Company.
By virtue of the closing of the Reorganization Agreement, and the
actions taken by the Board of Directors following the closing, control of the
Company has changed to Mr. Rice by virtue of the number of shares issued to him
and his appointment as a director and as president and CEO of the Company.
REVERSE STOCK SPLIT
The Board of Directors has adopted, and shareholders owning a majority
of the outstanding shares of common stock have approved, a one for 4.5 reverse
stock split of the outstanding shares of Common Stock (the "Reverse Stock
Split"). The effect of the Reverse Stock Split would be to decrease the number
of outstanding shares to approximately 11,111,111 and increase the number of
authorized but unissued shares from none to approximately 38,888,889.
REASONS FOR THE REVERSE STOCK SPLIT
The Company had been inactive since 1995 and had no assets or on-going
operations prior to the transaction with Link.com. In connection with the
closing of the transaction with Link.com, the Company issued all of the
remaining authorized shares of Common Stock in order to furnish to the
shareholders of Link.com the controlling percentage ownership interest in the
Company required by them. Although management has no present plans to issue any
additional shares, it believes that it would be in the best interest of the
Company to have a sufficient number of shares available for future acquisitions.
Also, as a start up venture, the Company will likely use all available funds for
the growth of the business. In order to motivate or compensate employees and
others, management believes it would be advantageous to the Company to be able
to have the option to pay such compensation in shares of the Common Stock rather
than to use such funds. Also, management believes that the number of shares
outstanding would make it difficult to commence or maintain an orderly market at
a reasonable market value.
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EFFECTIVE INCREASE OF AUTHORIZED SHARES
The Company proposes to effect the Reverse Stock Split without
increasing the authorized number of shares of Common Stock which is currently
50,000,000. The Reverse Stock Split will have the effect of increasing the
number of unissued authorized shares of Common Stock from none to 38,888,889.
Management does not anticipate seeking shareholder approval for the issuance of
all or any portion of the remaining authorized but unissued shares of Common
Stock unless required by law or any rules or regulations to which the Company
may be subject. Such action could result in potential dilution of the percentage
ownership interest of existing shareholders if the effective increase in the
authorized but unissued shares of Common Stock were to result in management
issuing a significant number of such shares.
EFFECT OF REVERSE STOCK SPLIT ON SHAREHOLDERS
The Reverse Stock Split will not affect any shareholder's proportionate
equity interest in the Company, except for those shareholders who would receive
one more or one less share of Common Stock in lieu of fractional shares. Holders
of Common Stock will continue to be entitled to receive such dividends as may be
declared by the Board of Directors. The Company's reporting obligations under
the Securities Exchange Act of 1934, as amended, will not be affected by the
Reverse Stock Split.
The Company believes the completion of the Reverse Stock Split may not
cause the trading price of the Common Stock to increase proportionately since
there is currently no active or established trading market of the Common Stock.
There can be no assurance that the Reverse Stock Split will result in any change
in the price of the Common Stock or that, if the price of the Common Stock does
increase as a result of the Reverse Stock Split, such increase would be
proportional to the amount of the reverse split.
EFFECT OF THE REVERSE STOCK SPLIT ON CAPITAL STOCK
The Company's Articles of Incorporation currently authorize the
issuance of 50,000,000 shares of Common Stock, all of which were outstanding on
the Record Date. Following the Reverse Stock Split, the par value of the Common
Stock will remain at $.001 per share. Because the number of issued shares of
Common Stock will decrease but the par value will remain the same after the
Reverse Stock Split, the Company's stated capital will decrease by approximately
$38,889, and the Company's surplus account will increase by a corresponding
amount. This change in the Company's capital accounts will be reflected in the
Company's financial statements, along with a notation of the change in
outstanding shares of Common Stock, as a result of the Reverse Stock Split.
On the next business day following the 20th day after the mailing of
this Information Statement (the "Effective Date"), the Company will effect the
Reverse Stock Split. On the Effective Date, without further action of the
Company or its shareholders, every 4.5 shares of Common Stock
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outstanding will automatically be reverse split into one share. Based on
information as of the Record Date, the Company anticipates that the number of
outstanding shares of Common Stock, after giving effect to the Reverse Stock
Split, will be approximately 11,111,111 shares.
CERTAIN ANTI-TAKEOVER EFFECTS OF THE REVERSE STOCK SPLIT
As described above, the effect of the Reverse Stock Split will be to
increase the number of authorized shares of Common Stock available for issuance.
Under certain circumstances, the Board of Directors could create impediments to,
or delay persons seeking to effect, a takeover or transfer of control of the
Company by causing such additional authorized shares to be issued to a holder or
holders who might side with the Board in opposing a takeover bid that the Board
of Directors determines is not in the best interests of the Company and its
shareholders. Such an issuance could diminish the voting power of existing
shareholders who favor a change in control, and the ability to issue the shares
could discourage an attempt to acquire control of the Company. While it may be
deemed to have potential anti-takeover effects, the Board is proposing the
Reverse Stock Split solely for the purpose of increasing the number of
authorized but unissued shares of Common Stock. The proposed amendment is not
prompted by any specific effort or takeover threat currently perceived by
management.
The Reverse Stock Split could have material adverse consequences to the
Company's independent stockholders. Such adverse consequences include, but are
not limited to, the following:
o Although the effect of the Reverse Stock Split would be to reverse
split the outstanding stock on a pro rata basis, thus affecting each of the
shareholders equally, some shareholders would be reduced below 100 shares which
could make it more difficult to sell the shares should any market for the Common
Stock be established. It is possible that shareholders holding less than 100
shares (otherwise known as "Odd Lots") of the Company's Common Stock following
the Reverse Stock Split may have difficulty in disposing of their shares in that
the commissions charged to sell such shares may exceed the value of the shares.
o The present Board of Directors would have available 38,888,889
authorized but unissued shares of Common Stock, some or all of which could be
issued without shareholder approval. The issuance of a significant number of
shares could materially dilute the percentage ownership interest of the current
shareholders and there is no assurance that such issuance would result in
benefits to the existing shareholders such as greater market liquidity or a
higher market price for the shares.
o If the Board of Directors were to issue additional shares to Mr.
Rice, he could acquire sufficient shares to constitute a majority of the
outstanding shares. As such, he could continue to vote to retain his position as
a director and elect the remaining directors; he could adopt provisions which
could make it more difficult for anyone to take over the Company; or he could
condition any takeover on the sale of his interest in the Company at a price
greater than could be realized by any other shareholders in any market which may
develop for the Common Stock.
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EXCHANGE OF CERTIFICATES; NO FRACTIONAL SHARES
After the Effective Date, the Company will authorize the issuance of
certificates representing one share of Common Stock in exchange for each 4.5
shares of Common Stock presently outstanding upon surrender of an existing
certificate evidencing outstanding shares of Common Stock.
No fractional shares of common stock will be issued in connection with
the Reverse Stock Split. A shareholder who would otherwise be entitled to
receive, in the aggregate, a number of shares of Common Stock that included a
fraction of a share equal to or greater than one-half will receive, in lieu
thereof, that number of shares rounded up to the next highest whole share. A
shareholder who would otherwise be entitled to receive, in the aggregate, a
number of shares that included a fraction less than one-half will not receive
such fractional share and will be entitled only to that number of shares
aggregate, rounded down to the next lowest whole share; provided, however, that
any shareholder owning less than one share after the Reverse Stock Split will be
rounded up to at least one whole share. All shares returned to the Company as a
result of the Reverse Stock Split will be canceled and returned to the status of
authorized but unissued shares.
The Company's transfer agent will represent the Company as exchange
agent ("Exchange Agent"), in connection with the Reverse Stock Split. As soon as
practicable after the Effective Date, the holders of the Common Stock will be
notified that the Reverse Stock Split has been effected and may surrender to the
Exchange Agent any certificate(s) representing outstanding shares of Common
Stock in exchange for new certificate(s) representing the reduced number of
shares of Common Stock that will result from the Reverse Stock Split. To
eliminate confusion in the transactions of the Company's Common Stock, the Board
of Directors recommends that shareholders surrender their certificates for
exchange; however, shareholders are not required to do so. The Company will
continue to honor any old certificates, subject to the effect of the reverse
split, prior to any future transfer. The Company will not pay any costs of
issuing new certificates. On the Effective Date, each certificate representing
shares of Common Stock will be deemed for all purposes to represent the reduced
number of shares of Common Stock that will result from the Reverse Stock Split,
whether or not the certificates representing outstanding Common Stock are
surrendered for exchange.
NO DISSENTERS' RIGHTS
The Nevada Revised Statutes do not vest shareholders of the Company
with dissenters' rights with respect to the Reverse Stock Split.
RESALES OF RESTRICTED SECURITIES
The Reverse Stock Split will not affect the transferability of shares
of Common Stock or any present restriction on the sale thereof. Therefore, for
purposes of determining the relevant holding
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period as prescribed by Rule 144 under the Securities Act of 1933, as amended,
the shares of Common Stock to be issued to each shareholder after the Effective
Date will be deemed to have been acquired on the date on which the shareholder
acquired the shares of Common Stock held immediately prior to the Effective
Date.
FEDERAL INCOME TAX CONSEQUENCES
A summary of the federal income tax consequences of the Reverse Stock
Split is set forth below. The discussion is based on present federal income tax
law. The discussion is not, and should not be relied on as, a comprehensive
analysis of the tax issues arising from or relating to the Reverse Stock Split.
This summary does not purport to deal with all aspects of federal income
taxation that may be relevant to a particular shareholder in light of such
shareholder's personal investment circumstances or to certain types of
shareholders subject to special treatment under the Internal Revenue Code of
1986, as amended (the "Code") (including, without limitation, financial
institutions, broker-dealers, regulated investment companies, life insurance
companies, tax-exempt organizations, foreign corporations and non-resident
aliens). Accordingly, shareholders are urged to consult their personal tax
advisors for an analysis of the effect of the Reverse Stock Split on their
respective tax situations, including consequences under applicable state, local
or foreign tax laws.
Pursuant to Section 368(a)(1)(E) of the Code, the Company believes the
Reverse Stock Split will qualify as a recapitalization to the extent that
outstanding shares of Common Stock are exchanged for a reduced number of shares
of Common Stock. Therefore, neither the Company nor its shareholders will
recognize any gain or loss for federal income tax purposes as a result thereof.
The shares of Common Stock to be issued to each shareholder to effect
the Reverse Stock Split will have an aggregate basis, for computing gain or
loss, equal to the aggregate basis of the shares of Common Stock held by such
shareholder immediately prior to the Effective Date. A shareholder's holding
period for the shares of Common Stock to be issued will include the holding
period for shares of Common Stock exchanged therefor, provided that such
outstanding shares of Common Stock were held by the shareholder as capital
assets on the Effective Date.
VOTE REQUIRED
Approval of the Reverse Stock Split required the affirmative vote of
the holders of a majority of the outstanding shares of Common Stock entitled to
vote on the proposal. Shareholders owning a majority of the outstanding shares
of Common Stock approved the Reverse Stock Split on September 23, 1999.
AMENDMENT TO THE ARTICLES OF INCORPORATION
With the acquisition of Link.com as an operating subsidiary of the
Company, management believes that it would be advisable to change the name of
the Company to reflect its new business.
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Thus, the Board of directors has authorized, and shareholders owning a majority
of the outstanding shares of common stock have approved, an amendment to Article
I of the Articles of Incorporation of the Company to change its name to
"Link.com, Inc." Articles of amendment will be filed with the State of Nevada on
the first business day following the 20th day after mailing of this Information
Statement. Prior to filing the articles of amendment to change the name of the
Company, management will authorize and file articles of amendment for Link.com
to change its name to "Link.com Opps, Inc." to differentiate between the two
entities.
ELECTION OF DIRECTORS
CURRENT MANAGEMENT
The following table sets forth the current officers and directors of
the Company:
<TABLE>
<CAPTION>
Name Age Position Held Director Since
---- --- ------------- --------------
<S> <C> <C> <C>
Marion Robert Rice 47 Director, President, & CEO 1999
Rhonda Eardley 38 Director, Secretary & Treasurer 1998
Robert K. Hatch 70 Director & Vice-President 1998
</TABLE>
MARION ROBERT RICE has been the CEO and a director of Link.com
since its inception in May of 1999. From July 1993 until May
1999, he was the co-founder with Mr. McBee, chairman and a
director of Centratex Support Services, a health care
consulting firm.
RHONDA EARDLEY is presently a director and the
secretary/treasurer of the Company. She has over seven years'
experience as a dental assistant. For the past five years she
has worked as a corporate secretary and office manager for
various small companies.
ROBERT K. HATCH is currently a director and a vice-president
of the Company. He has served on boards of public and private
corporations. Mr. Hatch has been retired since 1990. Prior to
1990 he was employed by the Newspaper Agency of Salt Lake
City, Utah.
The Articles of Incorporation provide for a board of directors
consisting of at least three persons. Directors are elected at the annual
meeting of the shareholders and each director holds office until the next annual
meeting of shareholders and until his successor is elected and qualified.
The Company has no standing audit, nominating or compensation
committees of the Board of Directors or committees performing similar functions.
No meetings of the Board of Directors were held during the year ended December
31, 1999; all actions by the Board of Directors were by unanimous written
consent.
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In August 1998 the Board of Directors authorized the issuance of
2,000,000 shares of its common stock to Howard M. Oveson, an officer and
director of the Company at such time, in settlement of $4,760 advanced by Mr.
Oveson's company on behalf of the Company. Such funds were used to pay
outstanding debts of the Company. No compensation was paid by the Company, or
accrued on behalf of any officer or director of the Company during the last
three fiscal years.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
No reporting person failed to file on a timely basis reports required
by section 16(a) of the Exchange Act since such reporting persons became subject
to such reporting requirements during 1999, except as follows:
Name Late Reports Number of Transactions
---- ------------ ----------------------
Marion Robert Rice Form 3 One
Andrew Wade McBee Form 3 One
Donald Deshotels Form 3 One
Sandra Denise Deshotels Form 3 One
NOMINEES
At the closing of the Reorganization Agreement, Howard M. Oveson
resigned as an officer and director of the Company and Marion Robert Rice, an
officer and director of Link.com, was appointed an officer and director of the
Company to fill the vacancy created by the resignation of Mr. Oveson. After the
closing the following persons were nominated by the Board of Directors, and
elected by consent of the Shareholders, to become directors of the Company to
fill the unexpired terms of Rhonda Eardley and Keith Hatch, the remaining two
incumbent directors who agreed in connection with the reorganization to resign
in favor of the nominees selected by Link.com:
ANDY W. McBEE was co-founder with Mr. Rice of Centratex
Support Services, and has served as president of such company
since June 1993. He has also been a director of Link.com since
May 12, 1999. Age 41.
DONALD DESHOTELS has been a vice-president and director of
Link.com since May 12, 1999. From June 1996 until May 11,
1999, he was the chief technical officer for Venture
Information Systems, Euless, Texas, a software development
firm. From April 1992 to June 1996, he held several positions
with Lewis Computer Services, Baton Rouge, Louisiana, a
software development firm. He was the software development
manager for the last year of service. Age 31.
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REORGANIZATION TRANSACTION
This section of the Information Statement describes certain aspects of
the acquisition of Link.com as a wholly owned subsidiary of the Company but does
not purport to be complete and is qualified in its entirety by reference to the
Reorganization Agreement. Information concerning the business and management of
Link.com set forth below and elsewhere herein has been furnished by management
of such entity.
GENERAL DESCRIPTION
The Reorganization Agreement provided that on the Closing Date
(hereinafter defined as the "Closing" or the "Closing Date") the shareholders of
Link.com would exchange all of their shares for 46,750,040 shares of the
Company, such that Link.com would become a wholly owned subsidiary of the
Company and the shareholders of Link.com would own approximately 93.5% of the
outstanding stock of the Company.
The Reorganization Agreement contained a number of representations made
by the Company, Link.com, and the shareholders of Link.com. Among other items,
each of the entities represented that it was in good standing in its state of
domicile; that the Reorganization Agreement was duly authorized by the
respective boards of directors; that the financial information provided to the
other was true and correct in all material respects; that there had been no
material changes since the date of the financial information; that there were no
legal or administrative actions pending or contemplated which involved the
companies or their properties; and that all taxes were paid. The shareholders of
Link.com represented in essence that they owned the shares to be transferred to
the Company free and clear of any encumbrances.
The Closing of the Reorganization Agreement was held on September 23,
1999. At Closing the shareholders of Link.com transferred their shares in
Link.com to the Company, Link.com transferred all of its outstanding shares to
the Company, and the Company issued 46,750,040 shares pro rata to the
shareholders of Link.com. Thus, Link.com is now a wholly owned subsidiary of the
Company.
Prior to Closing each of the entities granted the other full access to
any material information about the entity, its business, or properties. The
entities conducted their businesses in the same manner prior to Closing as they
had done prior to executing the Reorganization Agreement. Neither the Company
nor Link.com sought, or obtained, shareholder approval of the transaction.
CONDITIONS TO THE REORGANIZATION
As a condition to the Closing, all of the representations made by the
parties were required to be true and correct as of the Closing Date, and all of
the obligations by the parties were required to be completed. In addition, no
litigation or governmental proceeding could be pending or which threatened to
restrain or enjoin the transactions. Also, there could be no material adverse
change, financially or otherwise, affecting Link.com or the Company. The Company
was also required to cause the appointment of Mr. Rice as a director of the
Company. All of the conditions for Closing were met by the parties.
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BASIS AND REASONS FOR THE REORGANIZATION
As part of its business strategy Link.com recognized the tremendous
growth opportunity in the health care industry. To expedite timeliness to market
and expansion of its business, Link.com needs additional capital. In order to
increase its capital, management determined that the public market would provide
the best access to capital infusion. The Company has been inactive since 1996
and has been seeking business opportunities which would allow its shareholders
to realize potential return on their stock holdings. The Boards of Directors of
Link.com and the Company believe that the reorganization transaction met the
companies' objectives and would be in the best interests of the shareholders.
ACCOUNTING TREATMENT
Because the former shareholders of Link.com control the Company
following the Closing of the Reorganization Agreement, management believes the
reorganization will be treated as a "reverse acquisition" for accounting
purposes, and although Link.com would be deemed to be the acquiring corporation
for financial accounting purposes, the legal status of the Company as parent
corporation will not change.
REGULATORY APPROVAL
No specific federal or state regulatory approvals were required or
obtained by the Company in connection with the consummation of the reverse
acquisition transaction other than general compliance with applicable
corporation laws and state and federal securities laws.
FEDERAL INCOME TAX CONSEQUENCES
Management believes that no gain or loss will be recognized in the
reverse acquisition transaction.
BUSINESS OF LINK.COM
GENERAL
The Company was incorporated for the primary purpose of exploring for
commercial gold deposits. The Company had owned various unpatented mining claims
near Grangeville, Idaho, from 1962 until the last mining claim was abandoned in
1995. The claims were abandoned because the Company did not have adequate
working capital in order to pay the annual maintenance fee of $100 per mining
claim to the U.S. Bureau of Land Management. From 1995 until the reorganization
with Link.com, the Company was inactive. During 1998 the Company changed its
domicile to the State of Nevada and effected a one-for-four reverse split of the
outstanding shares of Common Stock effective on August 12, 1998.
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LINK.COM
Link.com was co-founded by Marion Robert Rice and Andy W. McBee to
develop Internet software products for use by physicians and other health care
providers. Link.com was originally incorporated on May 12, 1999. However, when
the check furnished by Link.com's agent in Nevada was returned for insufficient
funds, the charter was revoked and the principals had to reincorporate Link.com
on September 15, 1999. On August 31, 1999, Link.com purchased the assets of two
entities: National Health Care Information Systems, LLC, a Texas limited
liability company organized on November 4, 1998, and Venture Information
Systems, LLC, a Texas limited liability company organized on August 7, 1996.
National Health Care was organized to develop a product known as scanware which
was designed to scan specific documents and implement them into an existing
database to effect various reporting functions within the healthcare arena, such
as clinical tracking of patient care and the financial reporting resulting from
a patients care. There have been no sales of this product. Venture Information
was created to develop and implement DocLink, described below.
PRODUCTS
Link.com has developed two web-based software products that enable
health care providers to communicate and validate pertinent and private
information to physicians and other ancillary providers while keeping the data
secure and reducing costs typically incurred in the time and expenses to
communicate such information manually.
DOCLINK, Link.com's first product, was released in January 1997. This
product furnishes health care providers with a means to send doctor's orders and
other vital patient information to a physician's office, where the orders would
then be reviewed and authorized by the physician on his or her desktop computer.
The program allows a home care provider to scan in an order and send it to a
physician. At the doctor's office, DocLink alerts the physician with a "you've
got mail" type icon, where the physician can read the order on the screen and
affix his or her electronic signature by invoking a password. DocLink
automatically delivers the signed order back to the home care provider, and
automatically prints the order to be stored in the paper chart. While the
physician is reviewing orders, DocLink can provide him or her with a timing
routine which also feeds a database that furnishes per-patient oversight billing
reports.
SAFE HAVEN, Link.com's second product, was released in August 1999.
Safe Haven is a web-based product or service which was developed by the company
in conjunction with several clinical and administrative professionals in home
health care to verify whether services rendered by a provider to a patient are
eligible for reimbursement. The program allows home health care providers to
upload an OASIS file (clinical documentation mandated by the Health Care
Financing
<PAGE> 15
Page 15 of 19
Administration) to the Safe Haven web site and receive immediate results on the
validity of the data. The purpose of this product is to reduce the labor costs
resulting from nurses spending several hours reviewing such data in a patient's
paper chart and to reduce the chances of claim rejections for documentation
deficiencies. The program is designed to detect conflicting nursing responses,
to assist with the coordination and preparation of a patient's plan of care, to
recognize patients who may not be eligible for particular services, and to make
suggestions for completion of the patient's plan of treatment.
Currently, the Doc link product is being licensed by 400 physicians and
home health care agencies located in Texas, Louisiana, Mississippi, Alabama, and
Oklahoma. The Internet product Safe Haven is currently receiving use from all
parts of the country.
MARKETING
Sales and marketing efforts have been focused upon four target
audiences: (i) physician organizations; (ii) home health care agencies, nursing
home facilities, durable medical equipment providers, pharmacies, skilled
nursing facilities, and other health care industry constituents; (iii)
physicians, including physician practice management groups; and (iv) business
development partners, including physician software, network service vendors and
key Internet medical information service providers. Link.com's key objectives
are to maximize the number of physicians registered to use the service.
Management intends to market Link.com's services through multiple channels,
including building on the existing customer base in the states of Texas,
Louisiana and Nevada, and working closely with existing physician and ancillary
customers to maximize regional physician enrollment. Once contracts are in
place, Link.com's customer service strategies are essential to its ability to
maximize physician use of future products and services. Link.com intends to
provide toll free telephone support to customer members seven days a week, 24
hours per day. It also intends to provide online resources and help functions,
which should facilitate solutions to most frequently asked questions. In
addition to a customer service center, Link.com intends to provide an account
manager to provide implementation support to customers. This will provide an
ongoing channel of communication between Link.com and its customers to ensure
that Link.com services consistently meet customer needs.
Link.com intends to market its services to physicians in several ways.
It is currently employing a direct sales force in-house to contract with
individual and large groups of physicians. In addition, it intends to adopt a
strategy of complementing, rather than competing with traditional providers of
desktop software and network services to physicians, by pursuing marketing
relationships with those vendors.
Link.com also intends to work closely with ancillary health care
service companies to maximize physician enrollment. Together, the companies will
seek to identify groups of high volume physicians that represent the majority of
potential transactions. In addition, Link.com will work closely with all
industry participants to maximize physicians' adoption of these services.
Link.com also intends to contract with clinical laboratories and pharmacies,
which represent the bulk of transaction volume on a local and national basis.
<PAGE> 16
Page 16 of 19
COMPETITION
The market for healthcare e-commerce is in its infancy and is
undergoing rapid technological changes. Competition will potentially come from
several areas, including traditional healthcare software vendors, electronic
data interchange network providers, emerging e-commerce companies or others. Two
of the principal competitors of the Company are Web MD and Careinsite. These
companies have expended large amounts of capital to obtain a market share with
physicians. The Internet portals they have developed are more informational
content oriented web sites. The Company's research has shown no direct
competitor to the Doc Link product. Additionally, the Safe Haven product has
limited competition both in size and design. There are no other products that
are used for the OASIS assessment compliance utilizing the Internet. However,
there are software designs that integrate a similar methodology. These products
however encompass a full set of tools that may only be purchased together. Most
all home health care agencies already have similar software and do not have a
need for a replacement system.
GOVERNMENT REGULATION
Participants in the healthcare industry are subject to extensive and
frequently changing regulation at the federal, state and local levels. The
Internet and its associated technologies are also subject to government
regulation. Existing as well as new laws and regulations could adversely affect
our business. Laws and regulations may be adopted with respect to the Internet
or other on line services covering issues such as privacy, pricing, content,
copyrights, characteristics of products and services. These applications are
uncertain and may take years to resolve. Our Internet applications may be
affected by additional regulation of the Internet. For example, until recently
current Health Car Financing Administration guidelines prohibited transmission
of Medicare eligibility information over the Internet.
We are subject to extensive regulation relating to the confidentiality
and release of medical patient records. Proposed legislation governing the
distribution of medical records exists at both the state and federal levels. It
may prove expensive to implement security or other measures designed to comply
with any now legislation.
Many existing laws and regulations, when enacted, did not anticipate
the methods of healthcare e-commerce Link.com and others are developing.
Management believes, however, that these laws and regulations may nonetheless be
applied to its healthcare e-commerce business.
<PAGE> 17
Page 17 of 19
Current laws and regulations, which may affect the healthcare
e-commerce industry, relate to the following:
o Confidential patient medical record information;
o The electronic transmission of information from physicians'
offices to pharmacies, laboratories and other healthcare industry
participants;
o The use of software applications in the diagnosis, cure,
treatment, mitigation or prevention of disease;
o Health maintenance organizations, insurers, healthcare service
providers and/or employee health benefit plans; and
o The relationships between or among healthcare providers.
Link.com believes that it is conducting its healthcare e-commerce
business in substantial compliance with the laws of the State of Texas and
applicable federal law. However, the impact of regulatory developments in the
healthcare industry is complex and difficult to predict. Link.com cannot provide
assurance that it will not be materially adversely affected by existing or new
regulatory requirements or interpretations. These requirements or
interpretations could also limit the effectiveness of the use of the Internet
for the methods of healthcare e-commerce Link.com is developing or even prohibit
the sale of a product or service furnished or developed by it.
Healthcare service providers are also subject to a wide variety of laws
and regulations that could affect the nature and scope of their relationships
with Link.com. Such laws regulate a broad array of subjects, including
confidentiality, financial relationships with vendors, mandated benefits,
grievance and appeal procedures, and others. State and federal laws have also
implemented so-called "fraud and abuse" rules that specifically restrict or
prohibit certain types of financial relationships between Link.com and its
customers or its customers and healthcare service providers, including
physicians and pharmacies. Laws governing healthcare providers and payers are
often not uniform among the states, and could require Link.com to undertake the
expense and difficulty of tailoring its business procedures, information
systems, or financial relationships in order for its customers to be in
compliance with applicable laws and regulations. Compliance with such laws could
also interfere with the scope of Link.com's services, or make them less
cost-effective for its customers electronically.
Other legislation currently being considered at the federal level could
affect Link.com's business. For example, the Health and Insurance Portability
and Accounting Act of 1996 also mandates the use of standard transactions,
standard identifiers, security and other provisions by the year 2000, for
healthcare information that is electronically transmitted, processed, or stored.
Link.com is designing its services to comply with these proposed regulations;
however, these regulations are subject to significant modification prior to
becoming final which could cause it to use additional resources and lead to
delays in order to revise its services. In addition, Link.com's ability to
electronically transmit information in carrying out business activities depends
on other healthcare providers and payers complying with these regulations.
<PAGE> 18
Page 18 of 19
PATENTS & TRADE MARKS
The Company has applied for a federal service mark for "LINK.COM." The
Company has also applied for a patent for Secure Medical Data Systems which
encompasses not only future Scanware products but also has DocLink and Safe
Haven as separate patent items within the claims and the summary of the
invention. The patent will be assigned to the Company from Marion Robert Rice
and Sheila Hemphill by the first quarter 2000.
EMPLOYEES
At September 30, 1999, the Company had six full-time employees,
including management, all of whom were employed by Link.com. Link.com also uses
the of a business consultant on a full-time basis, ten non-exclusive independent
sales agents, one part-time accountant, and one outside technology consultant on
an as-needed basis.
PLAN OF OPERATIONS
The Company had no revenues from operations during the fiscal year
ended December 31, 1998, or during the first two quarters of 1999. During the
third quarter, the Company had total revenues of $13,641, with general and
operating expenses of $42,827, and a net loss of ($24,808). The Company is
operating from its first round of financing obtained September through November
of 1999. The Company is currently working to raise additional capital through a
private equity offering of from $2,000,000 to $10,000,000 to finance operations
growth and to finish the core Internet applications that are currently in
research and development.
FORWARD LOOKING STATEMENTS
Statements contained in this section, and elsewhere in this Information
Statement, which are not historical facts, are forward looking statements. Such
forward looking statements are necessary estimates reflecting the best judgement
of the party making such statements based upon current information and involve a
number of risks and uncertainties. Forward looking statements contained in this
section may involve the following risks which may inhibit the Company's ability
to reach future performance goals:
o Our business has limited operating history;
o Performance or security problems with our system could damage
our business;
o Our business will suffer if commercial users do not accept
Internet solutions;
o Technology may change faster than we can update our
applications and services;
o Our platform and its scalability are not proven;
o Changes in the healthcare industry could adversely affect our
business;
o We may face product related liability;
Our proprietary technology may be subject to infringement
claims or may be infringed upon;
o Lengthy sales and implementation cycles for our solutions
could adversely affect our revenue growth;
<PAGE> 19
Page 19 of 19
o We will need to obtain future funding;
o We face risk related to the year 2000;
o We must acquire technologies and companies to increase our
customer base;
o We must manage our growth:
o Our business will suffer if we do not expand our product
applications;
o The healthcare industry may not accept our solutions; or
o We will rely on strategic relationships to generate further
revenue.
FINANCIAL STATEMENTS
Copies of the Company's financial statements for the year ended
December 31, 1998 (including operating statements for the year ended December
31, 1997), and the period ended September 30, 1999, are attached hereto.
By Order of the Board of Directors
Marion Robert Rice, President
Brady, Texas
___________, 2000
<PAGE> 20
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to __________
Commission File Number: 0-29804
CENTER STAR GOLD MINES, INC.
(Exact name of Registrant as specified in charter)
NEVADA 82-0255758
State or other jurisdiction of I.R.S. Employer I.D. No.
incorporation or organization
4970 South 900 East, Suite F104, Salt Lake City, UT 84117
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (801) 269-9500
Check whether the Issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such fling requirements for the past 90 days.
(1) Yes [X] No [ ] (2) Yes [ ] No [X]
State the number of shares outstanding of each of the Issuer's classes of common
equity as of the latest practicable date: At May 21, 1999, there were 3,249,960
shares of the Registrant's Common Stock outstanding.
<PAGE> 21
PART I
Item 1. Financial Statements
The financial statements included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been omitted. However, in the opinion of management,
all adjustments (which include only normal recurring accruals) necessary to
present fairly the financial position and results of operations for the periods
presented have been made. The results for interim periods are not necessarily
indicative of trends or of results to be expected for the full year. These
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's registration statement on Form
10-SB.
Center Star Gold Mines, Inc.
(A Development Stage Company)
Balance Sheets
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
<S> <C> <C>
ASSETS
Current Assets
Cash $ -0- $ -0-
Total Assets $ -0- $ -0-
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 500 $ 500
Total Current Liabilities 500 500
Stockholders' Equity
Common Stock; $.001 Par Value, 50,000,000
Shares Authorized; 3,249,760 Shares Issued
and Outstanding Retroactively Restated 3,250 3,250
Paid In Capital 436,008 436,008
Accumulated Deficit (439,758) (439,758)
Total Stockholder' Equity (500) (500)
Total Liabilities & Stockholders' Equity $ -0- $ -0-
</TABLE>
2
<PAGE> 22
Center Star Gold Mines, Inc.
(A Development Stage Company)
Statement of Operations
<TABLE>
<CAPTION>
For the period From
For the three For the three June 2, 1998
Months ended Months ended (Inception)to
March 31, 1999 March 31, 1998 March 31, 1999
<S> <C> <C> <C>
Revenues
Transfer Fees $ -0- $ -0- $ -0-
Operating Expenses
Legal & Accounting -0- -0- 4,400
Fees -0- -0- 990
Consulting Fees -0- -0- 663
Total Operating Expenses -0- -0- 6,053
(Loss) from Operations -0- -0- (6,053)
Other Income
Forgiveness of Debt -0- -0- 3,624
Net (Loss) $ -0- $ -0- $ (2,429)
Net (Loss) Per Share $ .00 $ .00 $ .00
Weighted Average Number
of Shares 3,249,960 1,084,263 *
</TABLE>
3
<PAGE> 23
Center Star Gold Mines, Inc.
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
For the period From
For the three For the three June 2, 1998
Months ended Months ended (Inception)to
March 31, 1999 March 31, 1998 March 31, 1999
<S> <C> <C> <C>
Cash Flows from Operating
Activities
Net (Loss) $ -0- $ -0- $ (2,429)
Adjustments to Reconcile
Net Income to Net Loss Used by
Operating Activities:
Forgiveness of Debt -0- -0- (3,624)
Non Cash Consulting Fees -0- -0- 663
Increase in Accounts Payable -0- -0- 500
Net Cash Used by Operating Activities -0- -0- (4,890)
Cash Flows from Financing Activities
Advances from Officer -0- -0- 4,890
Net Cash Used from
Financing Activities -0- -0- 4,890
Net Decrease in Cash -0- -0- -0-
Cash at Beginning of Year -0- -0- -0-
Cash at End of Year $ -0- $ -0- $ -0-
Disclosures from Operating Activities
Interest $ -0- $ -0- $ -0-
Taxes -0- -0- -0-
</TABLE>
4
<PAGE> 24
Center Star Gold Mines, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE #1 - Organization
The Company was incorporated on May 1, 1961, under the laws of the State of
Idaho. On July 21, 1998, the Company filed Articles of Merger in the state of
Nevada wherein Center Star Gold Mines, Inc., an Idaho Corporation, merger with
Center Star Gold Mines, Inc., a Nevada Corporation, incorporated on June 2,
1998.
The purpose for which the Company is organized is to transact any lawful
business or to promote or conduct any legitimate object or purpose under and
subject to the laws of the state of Nevada.
Since its incorporation in the State of Nevada the Company is considered to be
in the development stage.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The Company had no revenues from operations during the fiscal year ended
December 31, 1998, or during the first quarter ended March 31, 1999, and has had
no significant revenues from operations since its inception.
The Company has no plans to raise or seek additional funding, but intends to
seek a new business venture or enterprise for the Company. The Company has no
significant operating costs or capital obligations.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CENTER STAR GOLD MINES, INC.
By /s/ HOWARD M. OVESON, PRESIDENT
---------------------------
Date: May 21, 1999
5
<PAGE> 25
[ARTICLE] 5
<TABLE>
<S> <C>
[PERIOD-TYPE] 3-MOS
[FISCAL-YEAR-END] DEC-31-1999
[PERIOD-END] MAR-31-1999
[CASH] 0
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 0
[PP&E] 0
[DEPRECIATION] 0
[TOTAL-ASSETS] 0
[CURRENT-LIABILITIES] 500
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 0
[OTHER-SE] 0
[TOTAL-LIABILITY-AND-EQUITY] 0
[SALES] 0
[TOTAL-REVENUES] 0
[CGS] 0
[TOTAL-COSTS] 0
[OTHER-EXPENSES] 0
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] 0
[INCOME-TAX] 0
[INCOME-CONTINUING] 0
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 0
[EPS-BASIC] 0
[EPS-DILUTED] 0
</TABLE>
<PAGE> 26
Center Star Gold Mines, Inc.
(A Development Stage Company)
Financial Statements
September 30, 1998 and
December 31, 1997 and 1996
<PAGE> 27
[SCHVANEVELDT AND COMPANY LETTERHEAD]
Independent Auditors Report
Board of Directors
Center Star Gold Mines, Inc.
(A Development Stage Company)
I have audited the accompanying balance sheets of Center Star Gold Mines, Inc.,
(a development stage company), as of September 30, 1998, December 31, 1997 and
1996, and the related statements of operations, stockholders' equity, and cash
flows for the period January 1, 1998 to September 30, 1998 and the years ended
December 31, 1997 and 1996. 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 I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. 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 the significant
estimates made by management, as well as evaluating the overall financial
statements presentation. I believe that my audit provides a reasonable basis
for my opinion.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note #3 to the financial
statements, the Company has an accumulated deficit and a negative net worth at
September 30, 1998. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are also discussed in Note #3. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
In my opinion, the aforementioned financial statements present fairly, in all
material respects, the financial position of Center Star Gold Mines, Inc., (a
development stage company), as of September 30, 1998, December 31, 1997 and
1996, and the results of its operations and its cash flows for the period
January 1, 1998 to September 30, 1998 and the years ended December 31, 1997 and
1996, in conformity with generally accepted accounting principles.
/s/ SCHVANEVELDT AND COMPANY
Salt Lake City, Utah
December 16, 1998
<PAGE> 28
Center Star Gold Mines, Inc.
(A Development Stage Company)
Balance Sheets
September 30, 1998, December 31, 1997 and 1996
<TABLE>
<CAPTION>
September 30, December 31, December 31,
1998 1997 1996
------------- ------------ ------------
<S> <C> <C> <C>
Assets
Current Assets
Cash $ -0- $ -0- $ 245
---------- --------- ---------
Total Assets $ -0- $ -0- $ 245
========== ========= =========
Liabilities & Stockholders' Equity
Current Liabilities
Advances from Officer $ -0- $ 3,624 $ 2,485
---------- --------- ---------
Stockholders' Equity
Common Stock; $.001 Par Value, 50,000,000
Shares Authorized;
3,249,760 and 1,084,223 Shares Issued
and Outstanding Retroactively Restated 3,250 1,084 1,084
Paid In Capital 436,008 432,621 432,621
Accumulated Deficit (439,258) (437,329) (435,945)
---------- --------- ---------
Total Stockholders' Equity -0- (3,624) (2,240)
---------- --------- ---------
Total Liabilities & Stockholders'
Equity $ -0- $ -0- $ 245
========== ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE> 29
Center Star Gold Mines, Inc.
(A Development Stage Company)
Statement of Operations
For the Period January 1, 1998 to September 30, 1998 and
the Years Ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
September 30, December 31, December 31,
1998 1997 1996
------------- ------------ ------------
<S> <C> <C> <C>
Revenues
Transfer Fees $ -0- $ 46 $ 172
--------- --------- ---------
Operating Expenses
Legal & Accounting 3,900 3,200 -0-
Fees 990 423 -0-
Office -0- 61 175
Taxes & Licenses -0- 30 -0-
Loss on Abandoned Mining Claims -0- -0- 100
Consulting Fees 663 -0- -0-
--------- --------- ---------
Total Operating Expenses 5,553 3,714 275
--------- --------- ---------
(Loss) from Operations (5,553) (3,668) (103)
Other Income
Forgiveness of Debt $ 3,624 $ 2,284 $ -0-
--------- --------- ---------
Net (Loss) $ (1,929) $ 1,384 $ (103)
========= ========= =========
Net (Loss) Per Share $ (.00) $ (.00) $ (.00)
========= ========= =========
Weighted Average Number of Shares 2,022,847 1,084,263 1,084,263
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE> 30
Center Star Gold Mines, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
For the Period December 31, 1995 to September 30, 1998
<TABLE>
<CAPTION>
Common Stock Paid In Accumulated
Shares Amount Capital Deficit Totals
------ ------ ------- ----------- ------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1995
Retroactively Restated 1,084,223 $1,084 $432,621 $(435,842) $(2,137)
Net Loss for the Year Ended
December 31, 1996 (103) (103)
--------- ------ -------- --------- -------
Balance, December 31, 1996 1,084,223 1,084 432,621 (435,945) (2,240)
Net Loss for the Year Ended
December 31, 1997 (1,384) (1,384)
--------- ------ -------- --------- -------
Balance, December 31, 1997 1,084,223 1,084 432,621 (437,329) (3,624)
Shares Issued for Services
Retroactively Restated 165,737 166 497 663
Shares Issued for Expenses
Paid by Officer 2,000,000 2,000 2,890 4,890
Net Loss for Period Ended
September 30, 1998 (1,929) (1,929)
--------- ------ -------- --------- -------
Balance, September 30, 1998 3,249,960 $3,250 $ 43,608 $(439,258) $ -0-
========= ====== ======== ========= =======
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE> 31
Center Star Gold Mines, Inc.
(A Development Stage Company)
Statements of Cash Flows
For the Period Ended September 30, 1998
and the Years Ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
September 30, December 31, December 31,
1998 1997 1996
------------- ------------ ------------
<S> <C> <C> <C>
Cash Flows from Operating Activities
Net (Loss) $ (1,929) $ (1,384) $ (103)
Adjustments to Reconcile Net Income to
Net Loss Used by Operating Activities:
Loss on Abandoned Mining Claims -0- -0- 100
Forgiveness of Debt -0- (2,284) -0-
Non Cash Consulting Fees 663 -0- -0-
Gain on Mining Claims (3,624) -0- -0-
---------- ---------- --------
Net Cash Used by Operating Activities (4,890) (3,668) (3)
---------- ---------- --------
Cash Flows from Financing Activities
Advances from Officer 4,890 3,624 -0-
Repayments of Advances -0- (201) -0-
---------- ---------- --------
Net Cash Used from Financing Activities 4,890 3,423 -0-
---------- ---------- --------
Net Decrease in Cash -0- (245) (3)
Cash at Beginning of Year -0- 245 248
---------- ---------- --------
Cash at End of Year $ -0- $ -0- $ 245
========== ========== ========
Disclosures from Operating Activities
Interest $ -0- $ -0- $ -0-
Taxes -0- -0- -0-
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE> 32
Center Star Gold Mines, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE #1 - Organization
The Company was incorporated on May 1, 1961, under the laws of the State of
Idaho. On July 21, 1998, the Company filed Articles of Merger in the state of
Nevada wherein Center Star Gold Mines, Inc., an Idaho Corporation, merger with
Center Star Gold Mines, Inc., a Nevada Corporation, incorporated on June 2,
1998.
The purpose for which the Company is organized is to transact any lawful
business or to promote or conduct any legitimate object or purpose under and
subject to the laws of the state of Nevada.
Since its incorporation in the State of Nevada the Company is considered to be
in the development stage.
NOTE #2 - Significant Accounting Policies
A. The Company uses the accrual method of accounting.
B. Revenues and directly related expenses are recognized in the period when
the goods are shipped to the customer.
C. The Company considers all short term, highly liquid investments that are
readily convertible, within three months, to known amounts as cash
equivalents. The Company currently has no cash equivalents.
D. Primary Earnings Per Share amounts are based on the weighted average number
of shares outstanding at the dates of the financial statements. Fully
Diluted Earnings Per Shares shall be shown on stock options and other
convertible issues that may be exercised within ten years of the financial
statement dates.
E. Inventories: Inventories are stated at the lower of cost, determined by
the FIFO method or market.
F. Depreciation: The cost of property and equipment is depreciated over the
estimated useful lives of the related assets. The cost of leasehold
improvements is depreciated (amortized, over the lesser of the length of
the related assets or the estimated lives of the assets. Depreciation is
computed on the straight line method for reporting purposes and for tax
purposes.
G. 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.
NOTE #3 - Going Concern
The Company has no assets and no operations from which it can obtain working
capital. The Company recognizes that it must find a source of working capital
or the Company may not be able to continue its existence.
<PAGE> 33
Center Star Gold Mines, Inc.
(A Development Stage Company)
Notes to Financial Statements - Continued -
NOTE #4 - Income Taxes
The Company has adopted FASB 109 to account for income taxes. The Company
currently has no issues that create timing differences that would mandate
deferred tax expense. Net operating losses would create possible tax assets in
future years. Due to the uncertainty as to the utilization of net operating
loss carry-forwards an evaluation allowance has been made to the extent of any
tax benefit that net operating losses may generate.
The Company has incurred losses that can be carried forward to offset future
earnings if conditions of the Internal revenue Codes are met. These losses are
as follows:
<TABLE>
<CAPTION>
Year of Loss Amount Expiration Date
------------ ------ ---------------
<S> <C> <C> <C>
1998 $1,921 2013
Current Tax Asset Value of Net Operating Loss
Carry-forwards at Current Prevailing Federal
Tax Rate $ 289
Evaluation Allowance (289)
-----
Net Tax Asset $ -0-
=====
Current Income Tax Expense -0-
Deferred Income Tax Benefit -0-
</TABLE>
NOTE #5 - Stockholders' Equity
Common Stock:
Prior to the merger with Center Star Gold Mines, Inc., a Nevada
Corporation, the Idaho Corporation reverse split all of the issued and
outstanding shares of common stock on a one for four basis. There were
5,000,000 shares pre-split and 1,249,960 post-split shares outstanding.
The Idaho Corporation issued 165,737 post-split shares of its common stock
for consulting services valued at the par value of the shares issued in the
amount of $663.
Shareholders of the Idaho Corporation received on a share for share basis
shares of the Nevada Corporation after the merger.
Subsequent to the merger the Company issued an officer 2,000,000 shares for
$4,760 the officer had expended in behalf of the Company.
<PAGE> 34
Center Star Gold Mines, Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE #5 - Stockholders' Equity -Continued-
Accumulated Deficit
The Company has accumulated deficit as follows:
Prior to the Development Stage $437,329
Post Merger and During the Development Stage 1,929
--------
Total $439,258
========
Note #6 - Forgiveness of Debt
A former officer of the Idaho Corporation had advanced to the Company $3,624.
Concurrent with the change in management with the Nevada Corporation he forgave
$3,624 owed him by the Company.
Note #7 - New Technical Pronouncements
In February 1997, SFAS No. 129, "Disclosure of Information about Capital
Structure" was issued effective for periods ending after December 15, 1997. The
Company has adopted the disclosure provisions of SFAS No. 129 effective with the
fiscal year ended December 31, 1998.
In June 1997, SFAS No. 130, "Reporting Comprehensive Income" was issued
effective for fiscal years beginning after December 31, 1997, with earlier
application permitted. The Company has elected to adopt SFAS No. 130 effective
with the fiscal year ended December 31, 1998. Adoption of SFAS No. 130 is not
expected to have a material impact on the Company's financial statements.
In June 1997, SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information" was issued for fiscal year beginning after December 31,
1997, with earlier application permitted. The Company has elected to adopt SFAS
No. 131, effective with the fiscal years ended December 31, 1998. Adoption of
SFAS No. 131 is not expected to have a material impact on the Company's
financial statements.
<PAGE> 35
Center Star Gold Mines, Inc.
Financial Statements
December 31, 1997 and 1996
<PAGE> 36
[SCHVANEVELDT AND COMPANY LETTERHEAD]
Independent Auditors Report
Board of Directors
Center Star Gold Mines, Inc.
I have audited the accompanying balance sheets of Center Star Gold Mines, Inc.,
as of December 31, 1997 and 1996, and the related statements of operations,
stockholders' equity, and cash flows for the years then ended. 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 I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. 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 the significant
estimates made by management, as well as evaluating the overall financial
statements presentation. I believe that my audit provides a reasonable basis
for my opinion.
In my opinion, the aforementioned financial statements present fairly, in all
material respects, the financial position of Center Star Gold Mines, Inc., as of
December 31, 1997 and 1996, and the results of its operations and its cash flows
for the years then ended, in conformity with generally accepted accounting
principles.
/s/ SCHVANEVELDT AND COMPANY
Salt Lake City, Utah
November 30, 1998
<PAGE> 37
Center Star Gold Mines, Inc.
Balance Sheets
December 31, 1997 and 1996
<TABLE>
<CAPTION>
December 31, December 31,
1997 1996
----------- -----------
<S> <C> <C>
Assets
Current Assets
Cash $ -0- $ -0-
--------- ---------
Total Assets $ -0- $ -0-
========= =========
Liabilities & Stockholders' Equity
Current Liabilities
Advances from Officer $ 3,624 $ 2,485
--------- ---------
Stockholders' Equity
Common Stock; $.10 Par Value, 5,000,000
Shares Authorized; 4,337,053 Shares Issued
and Outstanding 433,705 433,705
Accumulated Deficit (437,329) (435,945)
--------- ---------
Total Stockholders' Equity (3,624) (2,240)
--------- ---------
Total Liabilities & Stockholders' Equity $ -0- $ 245
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE> 38
Center Star Gold Mines, Inc.
Statement of Operations
For the Years Ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
December 31, December 31,
1997 1996
------------ ------------
<S> <C> <C>
Revenues
Transfer Fees $ 46 $ 172
------------ ------------
Operating Expenses
Legal & Accounting 3,200 -0-
Fees 423 -0-
Office 61 175
Taxes & Licenses 30 -0-
Loss on Abandoned Mining Claims -0- 100
------------ ------------
Total Operating Expenses 3,714 275
------------ ------------
(Loss) from Operations (3,668) (103)
Other Income
Forgiveness of Debt 2,284 -0-
------------ ------------
Net (Loss) $ (1,384) $ (103)
=========== ============
Net (Loss) Per Share $ (-0-) $ (-0-)
=========== ============
Weighted Average Number of Shares 4,337,053 4,337,053
=========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE> 39
Center Star Gold Mines, Inc.
Statement of Stockholders' Equity
For the Period December 31, 1995 to December 31, 1997
<TABLE>
<CAPTION>
Common Stock Accumulated
Shares Amount Deficit Totals
------ ------ ------- ------
<S> <C> <C> <C> <C>
Balance, December 31, 1995 4,337,053 $433,705 $(435,842) $(2,137)
Net Loss for the Year Ended
December 31, 1996 (103) (103)
--------- -------- --------- -------
Balance, December 31, 1996 4,337,053 433,705 (435,945) (2,240)
Net Loss for the Year Ended
December 31, 1997 (1,384) (1,384)
--------- -------- --------- -------
Balance, December 31, 1997 4,337,053 $433,705 $(437,329) $(3,624)
========= ======== ========= =======
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE> 40
Center Star Gold Mines, Inc.
Statements of Cash Flows
For the Years Ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
December 31, December 31,
1997 1996
------------ ------------
<S> <C> <C>
Cash Flows from Operating Activities
Net (Loss) $ (1,384) $ (103)
Adjustments to Reconcile Net Income to
Net loss Used by Operating Activities:
Loss on Abandoned Mining Claims -0- 100
Forgiveness of Debt (2,284) -0-
-------- --------
Net Cash Used by Operating Activities (3,668) (3)
-------- --------
Cash Flows from Financing Activities
Advances from Officer 3,624 -0-
Repayments of Advances (201) -0-
-------- --------
Net Cash Used from Financing Activities 3,423 -0-
-------- --------
Net Decrease in Cash (245) (3)
Cash at Beginning of Year 245 248
-------- --------
Cash at End of Year $ -0- $ 245
======== ========
Disclosures from Operating Activities
Interest $ -0- $ -0-
Taxes -0- -0-
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE> 41
Center Star Gold Mines, Inc.
Notes to Financial Statements
NOTE #1 - Organization
The Company was incorporated under the laws of the State of Idaho on May 1,
1961, for the primary purpose of exploring for commercial gold deposits. The
Company has owned various unpatented mining claims near Grangeville, Idaho from
1962 until the last mining claim was abandoned in 1995. The Company did not
have adequate working capital in order to pay the annual maintenance fee of
$100 per mining claim to the U.S. Bureau of Land Management. Since 1995, the
Company has been dormant.
NOTE #2 - Significant Accounting Policies
Earnings (Loss) per share are computed using the weighted average number of
shares outstanding during the year.
The preparation of financial statements, in conformity with generally accepted
accounting principles, requires management to make estimates and assumptions
that affect certain reported amounts and disclosures. Accordingly, actual
results could differ from those estimates.
NOTE #3 - Advances from Officer
An Officer of the Company has loaned various amounts of money to the Company in
order to meet current operating expenses. These advances are non-interest
bearing and are due on demand.
NOTE #4 - Income Taxes
For income tax purposes, the Company capitalized all expenses as exploration
expenses; therefore, there are no net operating loss carryovers.
<PAGE> 42
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
--------- ----------
Commission File Number: 0-29804
CENTER STAR GOLD MINES, INC.
(Exact name of Registrant as specified in charter)
NEVADA 82-0255758
State or other jurisdiction of I.R.S. Employer I.D. No.
incorporation or organization
201 East Main, Brady, TX 78625
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code:
Former Address: 5814 South 900 East, Salt Lake City, UT 84117
Check whether the issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
(1) Yes [X] No[ ] (2) Yes [X] No [ ]
State the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date. At October 11, 1999, there
were 50,000,000 shares of the Registrant's Common Stock outstanding.
<PAGE> 43
Page 2
PART I
Item 1. Financial Statements
The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with the generally
accepted accounting principles have been omitted. However, in the opinion of
management, all adjustments (which include only normal recurring accruals)
necessary to present fairly the financial position and results of operations
for the period presented have been made. The results for interim periods are
not necessarily indicative of trends or of results to be expected for the full
year. These financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's registration
statement on Form 10-SB, as amended.
<PAGE> 44
Page 3
CENTER STAR GOLD MINES, INC.
BALANCE SHEET
A S S E T S
<TABLE>
<CAPTION>
September 30 December 31
1999 1998
------------ ------------
<S> <C> <C>
Current Assets:
Cash in Bank $ 570,060 $ --
Accounts Receivable 42,217
----------- -----------
Total Current Assets 612,277 --
Fixed Assets
Equipment 34,837 --
Less: Accum Depreciation (581)
----------- -----------
Total Fixed Assets 34,256 --
Other Assets
Software Development 454,569 --
Organization Costs 190,000
Deferred Tax Benefit 4,378
Loan Receivable 53,500
----------- -----------
Total Other Assets 702,447 --
----------- -----------
Total Assets $ 1,348,980 $ --
=========== ===========
</TABLE>
<PAGE> 45
Page 4
Center Star Gold Mines, Inc.
Balance Sheet
L I A B I L I T I E S
<TABLE>
<CAPTION>
September 30 December 31
1999 1998
------------ ------------
<S> <C> <C>
Current Liabilities
Accrued Expenses $ 12,723 $ 500
Accrued Interest 5,945
Current Portion of Long-Term Debt 420,000
----------- -----------
Total Current Liabilities 438,668 500
Long-Term Debt
Debentures Payable 740,250 --
Note Payable 549,870
Less: Current Portion of Long Term Debt (420,000)
----------- -----------
Total Long-Term Liabilities 870,120 --
----------- -----------
Total Liabilities 1,308,788 500
E Q U I T Y
Common Stock, par value $.001, 50,000,000 50,000 3,250
with 50,000,000 shares issued and outstanding
Paid in Surplus 15,000 436,008
Retained Earnings (24,808) (439,758)
----------- -----------
Total Equity 40,192 (500)
----------- -----------
Total Liabilities & Equity $ 1,348,980 $ --
=========== ===========
</TABLE>
<PAGE> 46
Page 5
Center Star Gold Mines, Inc.
Statement of Operations
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
-------------------------- -------------------------
Sept 30, '99 Sept 30, '98 Sept 30, '99 Sept 30, '98
Revenues:
Revenues $ 13,641 $ -- $ 13,641 $ --
----------- ------------ ----------- -------------
<S> <C> <C> <C> <C>
Total Revenues 13,641 -- 13,641 --
General & Administrative Expenses:
Contract Services 9,987 9,987
Salaries 5,962 5,962
Depreciation 581 581
Professional Fees 5,786 5,786
Telephone 6,684 6,684
Equipment Lease 3,045 3,045
Telephone 3,924 3,924
Other Expenses 6,858 6,858
----------- ----------- ----------- -------------
Total General & Administrative Expenses 42,827 -- 42,827 --
----------- ----------- ----------- -------------
Net Income Before Tax (29,186) (29,186)
Income Tax Benefit 4,378 4,378
----------- ----------- ----------- -------------
Net Income (Loss) $ (24,808) $ -- $ (24,808) $ --
=========== =========== =========== =============
Net Income (Loss) per Share (0.004) 0.000 (0.006) 0.000
Weighted Average per Share 6,886,074 3,249,960 4,461,998 3,249,960
</TABLE>
<PAGE> 47
Page 6
Center Star Gold Mines, Inc.
Statement of Cash Flows
<TABLE>
<CAPTION>
For the Nine Months Ended
-------------------------
September 30 September 30
1999 1998
<S> <C> <C>
Cash Flows - Operating Activities
Net Income per Income Statement ($ 24,808) $ --
Adjustments:
Depreciation 581 --
Organization Costs (190,000) --
Loan Receivable (53,500) --
Accrued Interest 5,945
Accrued Expenses 12,723 --
Deferred Income Tax Benefit (4,378) --
Accounts Receivable (42,217) --
----------- -----------
Total from Operating Activities ($ 295,654) --
Cash Flows - Investing Activities
Fixed Assets (34,837) --
Software Development (454,569) --
----------- -----------
Total for Investing Activities ($ 489,406) --
Cash Flows - Financing Activities
Paid-In-Capital $ 65,000 --
Note Payable 549,870 --
Debentures $ 740,250 --
----------- -----------
Total from Financing Activities 1,355,120 --
----------- -----------
Increase in Cash 570,060 --
Cash Balance, Begin of Year 0 --
----------- -----------
Cash Balance, End of Year $ 570,060 --
=========== ===========
Supplement Disclosure:
Cash paid during year for:
Interest -- --
Income Taxes -- --
</TABLE>
<PAGE> 48
Page 7
Center Star Gold Mines, Inc.
Notes to Financial Statements
NOTE #1 - Organization
The Company was incorporated on May 1, 1961, under the laws of the State of
Idaho. On July 21, 1998, the Company filed Articles of Merger in the state of
Nevada wherein Center Star Gold Mines, Inc., an Idaho Corporation, merger with
Center Star Gold Mines, Inc., a Nevada Corporation, incorporated on June 2,
1998.
The purpose for which the Company is organized is to transact any lawful
business or to promote or conduct a legitimate object or purpose under and
subject to the laws of the state of Nevada.
An Agreement and Plan of Reorganization (the "Agreement") was closed on
September 23, 1999, between and among the Company, and Link. Pursuant to the
agreement, Link agreed to exchange 100% of its issued and outstanding shares of
common stock, or 25,000 shares, in exchange for 46,750,040 shares of the
Company's common stock, par value $.001 ("Common Stock") which becomes a wholly
owned subsidiary of the Company.
The merger has been accounted for as a "pooling." The carrying values of assets
and liabilities have been placed on the balance sheet at "historical" costs,
and adjusted for transactions that have occurred as a result of the merger. The
Company's board agreed following the closing of the agreement to approved a
reverse split of the outstanding shares at the rate of one share for each 4.5
shares outstanding. The board also approved a change of the Company's name to
Link.com. Shareholders owning a majority of the outstanding shares of the
Company approved such actions, subject to notification to the shareholders as
required by the rules and regulation promulgated by the Securities and Exchange
Commission.
Link.com is a Brady, Texas, based health care electronic commerce or e-commerce
company currently providing Internet products and services to physicians and
ancillaries, such as pharmacies, hospitals, hospices, etc. Link.com is
currently licensing software to physicians, nursing home facilities and home
health care agencies.
<PAGE> 49
Page 8
Center Star Gold Mines, Inc.
Notes to Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation
The Company had no revenues from operations during the fiscal year ended
December 31, 1998, or during the first two quarters ended June 30, 1999.
Prior to the merger agreement with the Company, Link.com, Inc. (Link) approved
an asset purchase agreement with an effective date of August 31, 1999 with two
corporations to operate as divisions of the Link. Link agreed to exchange its
entire authorized shares (25,000) for the common stock of the two corporations
in exchange for all of the assets of the corporations.
National Health Care Information Systems, LLC, (National Health) was
incorporated as a limited liability company in the State of Texas on November
4, 1998. National Health was formed to develop and market software for the home
health industry. National Health has developed a system to allow doctors to
review patient records over a secure "web" site. National Health is owed by Bob
Rice and Sheila Hamilton and will operate as a division of Link after the
effective date of August 31, 1999.
Venture Information System, LLC, (Venture) was incorporated as a limited
liability company in the State of Texas on August 7, 1996. Venture was formed
to develop and market software for the home health industry. Venture has
developed software and will market to the home health industry and will operate
as a division of Link after the effective date of August 31, 1999.
With the completion of the merger in September 1999, the Company will be able
to produce revenues and compete in the e-commerce market of health care.
PART II
Item 2(c)
The Company issued 46,750,040 shares as a result of the Agreement and Plan of
Reorganization entered into on September 20, 1999. The "Agreement" is
incorporated by reference to the Form 8K filed on September 20, 1999.
Item 4
Although there were no shareholder meetings held, a majority of the current
shareholders approved the Agreement and Plan of Reorganization entered into on
September 20, 1999 and change of name to Link.com. Both items will be submitted
to vote at the upcoming shareholders' meeting.
<PAGE> 50
Item 6
(a)
2 Agreement and Plan of Reorganization - Incorporated by reference to the
Form 8K filed September 30, 1999.
27 Financial Data Schedule
99.1 Agreement and Plan of Reorganization
(b)
Form 8-K was filed on September 20, 1999 to report the following items:
1) Changes in Control of Registrant
2) Acquisition or Disposition of Assets
The Form 8-K is incorporated by reference to the filing on September 20,
1999.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
CENTER STAR GOLD MINES, INC.
Date: December 14, 1999 By /s/ Marion Robert Rice
------------------------------------
Marion Robert Rice, President
<PAGE> 51
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
27 Financial Data Schedule
99.1 Agreement and Plan of Reorganization
</TABLE>
<PAGE> 52
[ARTICLE] 5
<TABLE>
<S> <C>
[PERIOD-TYPE] 9-MOS
[FISCAL-YEAR-END] DEC-31-1999
[PERIOD-START] JAN-01-1999
[PERIOD-END] SEP-30-1999
[CASH] 570,060
[SECURITIES] 0
[RECEIVABLES] 42,217
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 612,277
[PP&E] 34,837
[DEPRECIATION] (581)
[TOTAL-ASSETS] 1,348,980
[CURRENT-LIABILITIES] 438,668
[BONDS] 870,120
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 50,000
[OTHER-SE] 15,000
[TOTAL-LIABILITY-AND-EQUITY] 1,348,980
[SALES] 13,641
[TOTAL-REVENUES] 13,641
[CGS] 0
[TOTAL-COSTS] 42,827
[OTHER-EXPENSES] 0
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] (29,186)
[INCOME-TAX] 4,378
[INCOME-CONTINUING] (24,808)
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (24,808)
[EPS-BASIC] (0.01)
[EPS-DILUTED] (0.01)
</TABLE>
