SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ending December 31,1996
Commission File No. 0000-9297
CRONUS CORPORATION
A Nevada corporation 36-3890744
(I.R.S. Employer Identification Number)
7660 E. BROADWAY BLVD., TUCSON, ARIZONA 85710
Registrant's telephone number, including area code: (520) 885-1220
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Title of Class: Common
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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. [X]Yes [ ] No
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB.[x]
The issuer's revenues for its most recent fiscal year is: $0
As of December 31,1996 the aggregate market value of voting stock held by
non-affiliates of the registrant was $ 6,330,528 based on $0.77 per share.
Class Outstanding as of September 30, 1997
$.001 Par Value Common Stock 14,383,106 SHARES
PART I
ITEM 1. Business
History of the Company.
The Company was incorporated in Nevada as TR-3 Industries,Inc. in 1979.
Together with its subsidiary, TR-3 Chemical Corporation, TR-3 Industries
was involved in the manufacture and sale of TR-3 Resin Glaze, a cleanser
and polisher for automobiles. The products were sold internationally
through mass marketing distributors. TR-3 Industries, Inc. filed a
registration statement on Form 10 with the Securities and Exchange
Commission for the purpose of registering its common stock under Section
12(g) of the Securities Exchange Act of 1934, as amended (the "Act").
Such registration was filed on June 23, 1980.
In 1982, TR-3 Industries, Inc. and its wholly owned subsidiary, TR-3
Chemical Corporation (a California corporation), filed a Chapter 11
proceeding in the U.S. Bankruptcy Court, Central District of California,
Docket Number SA82-3767. The case was converted to a proceeding under
Chapter 7 of the Bankruptcy Code in January, 1986. The proceedings were
concluded and the bankruptcy case was closed pursuant to an order issued
by the U.S. Bankruptcy Court on June 11, 1992. In connection therewith, the
assets of TR-3 Industries and TR-3 Chemical Corporation were liquidated and
applied to satisfy liabilities to the extent of available assets. Because
liabilities of a corporation cannot be discharged pursuant to a Chapter 7
proceeding, the unsatisfied liabilities of TR-3 Industries, Inc. and TR-3
Chemical Corporation remained outstanding after the closing of the Chapter 7
bankruptcy case.
The unsatisfied liabilities of TR-3 Industries, Inc. and TR-3 Chemical
Corporation may have been assumed by the Company, as successor to TR-3
Industries, Inc. Current management of the Company only has limited
information regarding the amount and nature of unsatisfied liabilities of
TR-3 Industries Inc. and TR-3 Chemical Corporation. However, management of
the Company notes that the liabilities of TR-3 Industries, Inc. and TR-3
Chemical Corporation, as scheduled in their Chapter 11 reorganization
petition, amounted to approximately $4,500,000 of secured and unsecured debt,
held by 248 holders, and various unquantified contingent liabilities,
including ten pending lawsuits, and that, as set forth in the final
accounting of the Chapter 7 case, the assets of TR-3 Industries, Inc. and
TR-3 Chemical Corporation were applied to satisfy approximately $30,000 of
such debt. Management believes that most, if not all, of the bankruptcy
debts of TR-3 Industries, Inc. and TR-3 Chemical Corporation are now barred
by the applicable statutes of limitations. The corporate charter and
existence of TR-3 Chemical Corporation was suspended under California law
on July 2, 1984.
On June 14, 1995, the Company changed its name to Diversified American
Industries, Inc. On November 13, 1995 the Company changed its name to
Thunderstone Group Inc.
On November 30, 1995 all of the outstanding stock of the Amateur Golf
Association of America, Inc. ("AGAA"), a company involved in promoting and
staging amateur golf tournaments, was acquired by the Company through a
reorganization and stock exchange agreement. The assets of AGAA included
franchise rights, trademarks, tournament rights, capital assets and
membership list. The Shareholders of AGAA were issued 614,000 shares of
the Company's Common Stock in exchange for 100% of AGAA's outstanding stock.
On December 5, 1995 all of the outstanding stock of the Perimeter Bicycling
Association of America, Inc. ("PBAA"), a company involved in international
bicycle event promoting, staging and publications, was acquired by the
Company through a reorganization and stock exchange agreement. The assets
of PBAA included the rights to four bicycling events, a monthly and annual
publication, capital assets and membership list. The principal shareholders
of PBAA were issued 750,000 shares of the Company's Common Stock in exchange
for 100% of PBAA's outstanding stock.
On December 13, 1995 all of the outstanding stock of TGI Inc. ("TGII"), a
niche marketing company providing goods and services in the entertainment
industry, was acquired through a reorganization and stock exchange agreement.
TGII held various video, radio and recording assets. The shareholders of
TGII were issued a total of 2,000,000 shares of the Company's Common Stock
in exchange for 100% of TGII's outstanding stock.
On February 27, 1996 the Company sold all of the stock of both AGAA and TGII,
to Applied Logic Inc., pursuant to an Assignment and Release Agreement, in
exchange for 3,114,000 shares of the Company's Common Stock. Such 3,114,000
shares of Common stock consisted of (i) the 614,000 shares previously issued
to the former shareholders of AGAA, (ii) 2,000,000 shares previously issued
to the former shareholders of TGII, and (iii) 500,000 shares previously
issued in payment of consulting fees in connection with the original
acquisition of TGII, all of which were transferred by the holders thereof to
Applied Logic, Inc., and then by Applied Logic, Inc. to the Company, pursuant
to the Assignment and Release Agreement. Also pursuant to the agreement,
Applied Logic, Inc. issued shares of its common stock to the former
shareholders of AGAA and TGII. In addition, AGAA, TGII and their former
shareholders agreed to release the Company from all liabilities the Company
might have to any of them in connection with the matters arising prior to
the date of the Assignment and Release Agreement, and the Company agreed to
release AGAA, TGII and their former shareholders from all liability any of
them might have to the Company in connection with matters arising prior to
the date of such agreement. Pursuant to such agreement, the Company received
a note for $500,000.00 and 500,000 shares of Applied Logic, Inc. common stock
for those assets.
On March 4, 1996, the Company changed its name to Cronus Corporation.
On March 31, 1996 the Company entered into an agreement with the Black
Diamond Mining Corporation to purchase the Lelan-Dividend Mine Group assets.
The Company agreed to issue 2,250,000 shares of its Common Stock for the
purchase of the Lelan-Dividend Mine Group assets owned by Black Diamond
Mining Corporation. Subsequently, while waiting for the appraisal and
audited financial statements, a new agreement was negotiated. The new
agreement consisted of a Reorganization and Stock Exchange Agreement between
Cronus Corporation and Black Diamond Mining Corporation which was signed
May 23, 1996. While this agreement was in effect, the parties formulated a
second reorganization agreement on July 8, 1996 in the form of a reverse
triangular merger for tax purposes. Pursuant to the merger agreement, the
shareholders of Black Diamond Mining Corporation's sole shareholder were to
have acquired shares of the Company's Common Stock constituting 80% of the
outstanding Common Stock of the Company.
On July 19, 1996 PBAA, then a wholly owned subsidiary of Cronus Corporation,
sold substantially all of its assets, other than shares of the Company's
Common Stock held by PBAA, to EI Tour De Tucson, Inc., a Arizona non-profit
corporation, as provided for in an Asset Purchase Agreement. As
consideration for such sale, El Tour de Tucson, Inc. assumed PBAA's
outstanding obligations. On August 7, 1996, Perimeter Bicycling Association
of America, Inc. changed its name to Sunorc, Inc.
On December 11, 1996, the Company and Black Diamond Mining Corporation
agreed to terminate the amended reorganization Agreement, due to questions
that had arisen regarding the appraisals of the Leland-Dividend Mine Group
assets. Subsequently, share certificates previously delivered to Black
Diamond Mining Corporation's shareholders pending closing of the merger were
returned to the Company and certain affiliates of Black Diamond Mining
Corporation transferred their interests in certain mining claims to the
Company as consideration for certain testing and development expenditures
made by the Company in connection with the Leland-Dividend mine Group assets.
The mining claims transferred to the Company consist of the Black Diamond
Lode Mining Claims and Gila Gold Placer Claims, which are more fully
described below under the Properties section.
On April 3, 1997, the Company entered into a Reorganization Agreement with
PetroSun Exploration & Production, Inc. (hereinafter referred to as
"PetroSun"), an Arizona corporation incorporated on April 4, 1996. PetroSun
controls certain oil and gas leases in Louisiana and Northern Arizona.
Pursuant to the Reorganization Agreement, the outstanding shares of PetroSun
were acquired by the Company in return for 600,000 shares of the Company's
restricted common stock. The Agreement called for PetroSun to be merged with
Big Bug Acquisition Company, a wholly owned subsidiary of the Company, in the
form of a reverse triangular merger. The transaction closed on June 4, 1997.
PetroSun has executed an Employment Contract with the President of PetroSun,
Gordon M. LeBlanc, Jr. for a period of 2 years. Additionally, Mr. LeBlanc
was granted an employee Incentive Stock Option. The grant provides the
option for Mr. LeBlanc, Jr. to acquire up to 2,400,000 shares of the
Company's stock at a price of $ 0.50.
Also on April 3, 1997, Cronus Corporation, and Temple Summit Financial
Projects Inc. ("TSFP") entered into a Joint Venture Agreement to conduct
testing regarding the viability of extracting gold from an area of mining
claims held by Temple Summit. Temple Summit holds an existing 80 acre block
of proven gold reserves in the Moapa District, Nevada. The assets of the
new Moapa Project are approximately two square miles of claims adjacent to
TSFP's proven reserve block. Cronus and Temple Summit will test the area
and samples from the Moapa Project will be assayed. If the assays reflect
economical viable gold, the Joint Venture will proceed with the project.
Business of Issuer.
Original Business.
The Company originally was engaged in the manufacture and sale of TR-3 Resin
Glaze, a cleanser and polish for automobiles. In 1988, the Company divested
itself of assets related to such business in connection with its bankruptcy.
See "History of Company" above.
Other Prior Business.
The Company did not engage in any further business until November 13, 1995,
when it recommenced business through the acquisition of the stock of the
Amateur Golfers Association of America, Inc. ("AGAA"), Perimeter bicycling
Association of America, Inc. ("PBAA") and TGI Inc. ("TGII"). See "History
of Company" above. During the fiscal year ended December 31, 1995, the
Company attempted to develop various sports promotion and entertainment
businesses through these three wholly owned subsidiaries. However, the
Company did not derive any revenues from any of these subsidiaries. Both
AGAA and TGII were sold on February 27, 1996. The assets of PBAA were sold
on July 19, 1996.
AGAA intended to service the needs of amateur golfers in the United States
and to raise revenues by providing goods, services and benefits to its
members. AGAA anticipated that it would generate revenue through the sale of
individual memberships in AGAA and the sale of sponsorship to national AGAA
sanctioned tournaments.
PBAA was formed in 1982 to promote and stage bicycling events across the
country, including the staging of an international perimeter cycling event,
"EI Tour de Tucson", three other annual events, and the publication of a
regional newspaper.
TGII was formed to provide goods and services in the entertainment industry
through a television and video library of public domain motion picture
masters and television masters, radio syndicated programming, and a
contemporary music niche marketing record label specializing in the latin
music market.
Neither AGAA not TGII developed actual business operations during the period
they were owned by the Company and consequently, the Company did not derive
any income from such businesses. While PBAA promoted and staged perimeter
cycling events and published its newspaper, the Company did not derive any
revenues from such operations. See "Item 6 - Management's Discussion and
Analysis of Financial Condition and Results of Operations."
During the fiscal year ended December 31, 1996, the Company exited the
sports promotion and entertainment businesses, selling the stock of AGAA
and TGII, and the assets of PBAA. During such year, the Company took steps
to become involved in the natural resources industry. In 1996, the Company
considered acquiring Black Diamond Mining Corporation which held title to
the Leland-Dividend Mining Group of Claims, but elected not to consummate
such acquisition. However, the Company did obtain an interest in certain
mining claims from affiliates of Black Diamond in connection with the
settlement of such proposed acquisition.
Subsequent Business Developments.
In 1997, the Company has taken steps to become involved in two business
segments, mining and oil and gas. The Company affirmatively entered the
natural resources market in 1997 with the acquisition of PetroSun
Exploration & Production, Incorporated ("PetroSun"). PetroSun is devoted
to oil and gas exploration and production. Also in 1997, the Company entered
a joint venture project with Temple Summit Financial Projects, Inc. ("TSFP"),
in order to test the viability of extracting certain minerals from mining
claims held by TSFP in Moapa, Nevada. See "History of Company" above, "Oil
and Gas Plan of Operations" and "Mining Plan of Operations" below.
On October 2, 1996, the Company acquired from affiliates of Black Diamond
Mining Corporation, two groups of mining claims located in the State of
Arizona. Title to such claims was transferred to the Company through quit
claim mining deeds as reimbursement for certain testing and development
expenditures incurred by the Company for the benefit of Black Diamond Mining
Corporation's Leland-Dividend Mining Group Claims. The two groups of mining
claims acquired by the Company are the Black Diamond group of claims, and the
Gila Gold Placer claims. The management of the Company has not been able to
determine whether the Black Diamond and the Gila Gold Placer claims have
mineral deposits that could be economically and legally extracted or
produced. Moreover, the claims were transferred to the Company by quit
claim deeds and without further representation or warranty or title
assurance, and thus, the Company is presently uncertain as to the legal
status of its rights, title and interest, if any, in and to the claims.
See "Title to Mining Properties" below. Additionally, although information
exists regarding mineral deposits located at the claims, such information
was not prepared for the Company, and the Company has not been authorized
to rely on such information, and, accordingly, the Company's management is
unable to determine the reliability or accuracy of such information. The
Company desires to asses the nature of mineral deposits within these mining
claims and the feasibility of developing mining operations at such claims.
The Black Diamond group of claims is located in northeastern Maricopa County,
Arizona and is owed by Cronus Corporation by way of mining deed. The claims
lie in an unsurveyed area, but a projection of the township and range grid
indicates that they are located, approximately, in Sec. 3,T. 7 N., R. 4 E.,
and in Secs. 26, 34 and 35, T. 8 N., R. 4 E. This locality is found on the
New River Mesa and the Cooks Mesa Quadrangles of the U. S. Geological Survey
7.5 minute topographic series. The claims are some 35 miles north of Phoenix
and 4 miles west of Seven Springs camp site. They lie along Grays Gulch just
east of New River Mesa. The property consists of a group of 10 unpatented
claims which trend in a northeasterly direction. The Company is seeking a
joint venture partner for the exploration and, if appropriate, development
of the Black Diamond claims. There can be no assurance that such joint
venture will be formed or that such exploration and development will be
profitable. The Black Diamond group of claims is more fully described below
in the "Properties" section.
Gila Gold Placer mining claims consist of unpatented association placer
claims covering 640 acres in the Safford Mining District, Graham County,
Arizona. The Company owns the claims by way of mining deeds. The Company
is negotiating with Tehrom Ltd., an Irish corporation, to form a joint
venture to explore and, if appropriate, develop the Gila Gold Placer claims.
There can be no assurance that such joint venture will be formed or that such
exploration and development will be profitable. The Gila Gold Placer mining
claim is more fully described below in the "Properties" section.
On April 3, 1997, the Company entered into a joint venture project with
Temple Summit Financial Projects, Inc. ("TSFP") whereby TSFP will contribute
approximately 1,200 acres of mining claims in Moapa County, Nevada (the
"TSFP Moapa Claims"). The mining claims are directly adjacent to an area
controlled by TSFP with proven gold reserves of 4 billion dollars. However,
there can be no assurance that reserves exist at the TSFP Moapa Claims, or
that such reserves, if any, can be extracted profitably. The Company intends
to engage with TSFP in a multi-phase project to test and prove out the TSFP
Moapa Claims area. At each step of the testing, the Company has the option
to discontinue its participation in the project. At the end of the multi-
phase testing project, the Company may elect to continue with the project
as a 50% partner in the venture. At that point, TSFP would be required to
assign the claims over to the joint venture and would be the other 50%
partner in the venture.
Future Business Strategy and Operations.
The Company's business strategy is to create and expand its reserve base and
cash flow primarily through the following:
1. Raising significant capital to conduct assessments of the economical
feasibility of extracting minerals from its properties, and to take
advantage of leading edge technologies such as pulse plasma secondary
recovery and 3-D seismic exploration projects.
2. Position itself with strategic sources of capital and partners that can
react to opportunities in the mining and oil and gas business when they
present themselves.
3. Developing alliances with major mineral and oil and gas finders that
have been trained by the major oil and mineral companies.
4. Participate in projects that have opportunities involving relatively
small amounts of capital that could potentially generate significant rates
of return. These projects include areas with large field potentials in
Northern Arizona, New Mexico, Louisiana and Queensland, Australia.
5. Implementing the Company's investment strategy to carefully consider,
analyze, and exploit the potential value of the Company's existing assets
to increase the rate of return to its shareholders.
6. Reinvesting future operating cash flows into development of drilling
and recompletion activities.
7. Acquiring properties that build upon and enhance the Company's existing
asset base.
8. Developing a long term track record regarding stock price performance
and a reasonable rate of return to the shareholder.
The Company recognizes that the ability to implement its business strategies
is largely dependent on the ability to increase operating cash flows by
raising additional debt or equity capital to fund future drilling and
developmental activities. Management believes that it will be necessary to
raise additional equity or debt capital to overcome the Company's
undercapitalization. However, the Company currently has no commitments for
any type of funding, and there is no assurance that the Company will be
able to obtain any such financing or that such financing, if obtainable,
will be on terms necessary to enable the Company to operate profitably.
The steps the Company intends to take to assess the feasibility of its
current projects is described below. There can be no assurance that the
Company will be able to place such oil and gas assets into production or to
conclude such feasibility assessments, or that if it is able to do so, that
it will be able to engage in oil and gas and/or mining operations profitably.
OIL AND GAS PLAN OF OPERATIONS
The Company's primary objective will be to place the oil and gas assets of
its subsidiary, PetroSun Exploration & Production, Incorporated into
production and thereby generate revenues. PetroSun controls oil and gas
leases on approximately 2,200 acres of land in Louisiana referred to as
Bayou Pierre Project. The leases contain 18 proven developed oil and gas
wells. These wells have been shut-in since the late 1980's due to the then
low price of oil, so it will be necessary to change the pumps on the
pumping wells and conduct related maintenance work that is normal for this
type operation. The Company estimates that the cost to rehabilitate the
wells will be $20,000. The leases also contain an additional 105 proven
undeveloped locations which the Company plans to drill if economically
feasible.
PetroSun also holds leases on approximately 33,175 acres in Northern Arizona
of undeveloped prospects consisting of the El Tule, Manuel Seep and Oso Draw,
Little Colorado. Oso Draw, Little Colorado was drilled in Section 15, T14 N,
R 25 E during June and July of 1996, and suffered a blowout. A twelve foot
section of dolomite tested 100% methane by mud logger analysis and will be
completed during late 1997. The Salt River Project (SRP) and the towns of
St. Johns and Concho have expressed a strong interest to convert their energy
consumption to natural gas if operator can prove commercial reserves.
The following is a summary of the Company's plan to put its proven leases into
production. Such plan involves two phases:
Phase I
Phase One consist of reactivating the 18 proven developed wells at Bayou
Pierre.
BAYOU PIERRE PROPERTIES
LOCATION: Red River Parish, Louisiana
FIELD: Lake End
LEASEHOLD: 2,200 +/- acres
WELLS: 18
PRODUCING HORIZONS: Nacatoch (17 wells)
Rodessa (1 well)
POTENTIAL PRODUCING HORIZONS: Annona Chalk, Paluxy,
Mooringsport series, Hosston
PROVEN UNDEVELOPED LOCATIONS: Nacatoch (93), Rodessa
(4), Paluxy (4), Mooringsport (4)
PROVEN DRILLED RESERVES: Nacatoch: ( 17 Wells )
Cubic Feet of Gas Barrels of Oil
Production per Well: 110,304,000 CF 10,241 BO
Total Production (17 wells): 1,875,000,000 CF 174,097 BO
Total Income (Gas): $3,000,000
(Gas X 2.00 x MCF x .80 Net Revenue Interest ('NRI"))
Total Income (Oil): $2,785,552 (Oil X $20 per BO x .80 NRI)
Rodessa: ( 1 Well )
Recoverable Production per Well: 1,000,000,000 CF
Total Income (Gas): $1,600,000 (Gas x 2.00 MCF x .80 NRI)
TOTAL PROVEN DRILLED RESERVES: 18 Wells
Total Recoverable Production: 2,875,000,000 CF 174,097 BO
Total Income: $7,385,552
PRODUCTION RATES: Nacatoch (17 wells) Per Day
(Estimated) 500,000 CF 20 BO
Rodessa
350,000 CF
PRODUCTION REVENUES ON DRILLED WELLS:
(Estimated)
Gas 850,000 x 2.00 MCF x. .80 NRI x .90 net operations
= $1,224.00 (day) $36,720 (month)
Oil 20 x $20 BO x .80 NRI x .90 net operations = $288 (day)
$ 8,640 (month)
Combined $ 1,512 (per day) $ 45,360(per month) $ 544,320 (per year)
Phase II
Phase two will include the testing and drilling of the El Tule, and Manuel
Seep, and redrilling of the Oso Draw, Little Colorado Prospects. PetroSun
will attempt to complete the Oso Draw, Little Colorado Prospect first as it
will cost the least to prove out. All future drilling will proceed as
warranted by research. The Company estimates that it will cost $900,000 to
complete this Phase II.
MINING
The Company intends to asses the feasibility of potential future mining
projects, involving (1) the TSFP Moapa Claims, (2) the Gila Gold Placer
mining claims, and (3) the Black Diamond group of claims.
1. TSFP Moapa Claims Project
The TSFP Moapa Claims project is a joint venture with Temple Summit
Financial Projects Inc., ("TSFP"). Cronus and TSFP intend to form a
limited liability company to proceed to prove out and put into production
a permissive area of approximately 1,200 acres.
ANALYTICAL CONFIRMATION
First, selective surface sampling will be done to get a good superficial,
broad coverage. The pervasive nature of the gold-bearing, lake-bed
sediments are obvious, so volume is not the question. Samples will be taken
to crush and split the samples in quarters. The samples will be taken to a
national lab, to have conventional fire assay run, then have them take the
pulp and re-run utilizing a proprietary recipe.
Estimated Costs $5,500
MATERIAL SAMPLING
To avoid the need for numerous access roads necessary for conventional
drill-rigs, it would be advisable to utilize a "Long Front Boom & Stick"
backhoe mounted on a Hitachi EX 270 LC (or equivalent). A 60' stick will
provide a means to sample the 20, 30, 40, and 50-foot benches found between
the various washes within the permissive area. The hoe could then dig a
slot to a depth of 45 to 50' vertical, thus providing a vertical coverage
of 70 to 100'. In addition to the speed of this type of sampling, a
significant bulk of sample is generated. A single slot could be cut,
sampled and backfilled in one shift. If results are positive or encouraging,
the slotting and sampling could continue, defining an area of 100 acre
coverage on a 300-foot interval spacing or 36-sample sites, averaging 75-foot
vertical. If this coverage would prove out a significant reserve of
+/- 5 million tons, there would be more than adequate justification to
proceed with the follow-on phases.
Estimated Costs $132,900
METALLURGICAL
This phase will define the metallurgical characteristics and recoverability.
From this facet, a bulk, composite sample will provide a flowsheet, equipment
requirements, and operating costs. The conclusion of this phase will justify
advancing to Phase IV.
Estimated Cost $8,800
LIMITED EXTRACTION, PILOT PLANT (MILL)
Limited Extraction: This phase of the program will be the removal of 5000
tons of material from selected sites within the defined reserve block. This
material will be screened (minus one-eighth) and delivered to the millsite.
This will provide head-feed materials to the plant on a 50-ton per day basis
for a period of 90-days. The same tool utilized in the sampling program
would be the "mining tool" for the limited extraction phase. The Company
will rely on the "Small-Miner Exclusionary" policy relative to mining
disturbance, i.e. no more than a five-acre disturbance in any given year
without reclamation. This policy provides for no bonding, environmental
impact study or permitting, only notification.
Pilot Mill: The mill design and lay-out will be sized to accommodate the
processing of 50-TPD (tons per day) head-feed. Based on previous
metallurgical data, the plant design would permit expansion to optimum
production scale without disturbing the pilot mill activities. It is
anticipated that the existing mill building and site would be utilized in
this phase. This segment of the outline portrays a production format which
is based upon information and techniques of recovery information generated
by previous participants and TSFP. Therefore should this proposed program
result in a deviation or modification, the capital structure outlined will
vary.
Estimated Costs $1,438,900
COST SUMMARY
Phase I $ 5,500
Phase II $ 132,900
Phase III $ 8,800
Phase IV $ 1,438,900
Plus 10% contingency $ 158,610
TOTAL $ 1,744,710
All of these capital purchases will be utilized in a full-production
scenario. This will include the mining sequence for extraction and
screening. It is somewhat premature and optimistic to estimate or project
economic figures relative to an anticipated return from the testing period,
however relying on the existing knowledge about the current drilled reserve
of TSFP, it may have some validity. It should be noted, however, that
operating under limited production is always more expensive than production
in an optimal setting.
At that juncture a feasibility study will determine the fate of the project.
The information generated in Phase IV will establish cost parameters
relative to a full-scale production facility. These figures will dictate
"an optimum mining/processing range" which will confirm the project capital
structure, i.e., plant sizing pertaining to efficiency, expediency and thus
a TPD projection. At that point in the venture, the L.L.C. would review
the data as their contribution will be expected in the event a positive,
progress conclusion is reached. This financial contribution to this point,
on the part of Cronus will entitle the Company to a paid-in-full, 50%
interest in the L.L.C. as TSFP will have contributed the first risk monies
and thus would hold all until this point in the project. In other words,
at that point in the project, the Company and TSFP would be 50-50 partners
in the joint venture project.
2. Gila Association Placer Mine Project.
Gila Gold Placer Project:
The Company plans to verify and confirm the existence, extend and grade of
placer gold located at the Gila Gold Placer claims. First, it intends to
asses the presence and tenor of placer gold as described in engineering
reports of past exploration efforts. Next, the Company will analyze the
economic viability of such deposit by determining optimal production rate
and stripping-sorting ratios, defining a mining and reclamation technique,
generating a flow sheet, and isolating processing, mining, capital,
reclamation and general overhead cost factors.
The Company plans to conduct a seismic survey consisting of a 5-line, 25'
spacing, 9000 lineal foot, segmented survey. This survey will be
complimented with computer enhanced calculations, storage, retrieval and
printout capabilities. This survey will provide definitions of the
alluvial-bedrock contact. From this information, cross-sectional views
will be generated to define ore reserve volume, assist in mine planning and
describe mining technique.
The Company also plans to conduct a bulk sampling, intended to ascertain
the following: value recoverable per cubic yard, concentrating ratio,
concentrating technique, and general ground conditions and boulder contact,
nature of interbeds, slope stability, reject swell and nature of backfill
material. The Company estimates the costs of the assessment to that point
to be $75,000. The accumulation of data from this sampling project will
provide the baseline to confirm ore reserves and feasibility of the mining
project. Due to the current prices of gold, this project has been placed
on hold until late 1998.
3. Black Diamond Mining Project.
Black Diamond Project:
The Company intends to evaluate the Black Diamond mining claims as follows.
First, the Company plans to gather data from Exxon Corporation regarding
past exploration work performed by Humble Oil. Next, it intends to assess
other geological, geophysical and geochemical data gathered on the subject
property. Finally, it will formulate a development plan and seek a possible
joint venture partner. Other than searching for a joint venture partner,
this project will not be a priority in 1998.
Competition - Oil and Gas
The oil and gas industry is highly competitive in all phases. The Company
will encounter strong competition from other independent oil and gas
companies in acquiring economically desirable prospects as well as in
marketing production therefrom and obtaining external financing.
Substantially all of the Company's competitors have financial resources,
personnel resources, and facilities substantially greater than those of the
Company.
Because there has been a decrease in exploration for and development of oil
and gas properties in the United States, there is increased competition for
lower risk development opportunities and for available sources of financing.
In addition, the marketing and sale of natural gas and processed gas are
extremely competitive. Accordingly, the competitive environment in which
the Company operates is unsettled.
Competition - Mining
There is considerable competition for mining prospects on federal lands.
Costs of exploration, testing and mining, milling, transportation, labor
and other costs have risen dramatically. These costs would be a factor in
determining whether the discovery of minerals, if any, would be commercial
or not, and could render a discovery unprofitable, even if made.
In addition to the uncertainty surrounding the eventual development of
commercial mineralization on the Company's properties, the success of any
mining operation which might be conducted is dependent upon the price of
minerals on the domestic and world markets, which is subject to fluctuations,
in part as a result of actions by central banks and government policies.
Employees
As of September 30, 1997, the Company had two employees, Jonathan Roberts
and Kevin Sherlock. All other work, geographical, engineering,
metallurgical, legal, accounting and otherwise, is performed on a fee basis.
The Company's activities in connection with the acquisition, exploration
and development of mining, oil and gas and other mineral properties, the
development of new business lines, and the negotiation with potential
contractual and joint venture partners are conducted principally by
Jonathan Roberts, President of the Company. See "Item 10, Directors and
Executive Officers" and "Item 11, Executive Compensation" below.
The Company presently has no plans to expand its staff.
Certain Factors Affecting the Industry and the Company.
Exploration, development and mining of mineral properties, including the
extraction of oil and gas, involve unique and greater risks than those
generally associated with other industries. Many exploration programs do
not result in the discovery of a commercially mineable mineral deposit, in
which case the costs of exploration are not recoverable. The Company's
operations are subject to all the hazards and risks normally incident to
the exploration, development and mining of mineral properties, including the
particular risks described below:
1. Long Lead Time, Expense and Delay.
The risks normally associated with the exploration and development of a
mineral deposit, including oil and gas, include the extended period of time,
and the costs and expenses, required to complete such exploration and
development, as well as the risks and delays normally associated with
permitting and construction. Such events can result in a delay in the
receipt of income from a property or operation with serious adverse
consequences to the Company's liquidity, financial condition and
profitability. In addition, there can be no assurance that any such
exploration activities will be successful. Therefore, exploration costs
could result in substantial losses to the Company which might not be offset
by revenues from the properties explored or otherwise.
2. Need for Additional Financing
The Company needs to undertake significant exploration at the properties in
which it has an interest and will require additional financing beyond its
current capital resources, such as additional debt or equity financing or a
joint venture or merger with another mining or oil and gas company. Neither
the amount of additional capital needed to conduct adequate exploration and
development activities, nor the Company's ability to raise such capital, can
be accurately predicted at this time.
Mining and oil and gas companies have historically required substantial
capital to conduct and expand an exploration and development program, and
have frequently sought additional capital as business has developed. The
Company's current capital resources are limited (See "Item 6 -- Management's
Discussion and Analysis or Plan of Operation; Financial Condition, Liquidity
and Capital Resources" below) and it will need additional financing if it
is to conduct any significant exploration activities and thereby develop
and commence its business. Financing for such purpose could be sought
through the issuance of additional shares of Common Stock or other equity
securities, or through debt financing, or through various arrangements
with third parties. There is no assurance that the Company will be able to
obtain any such additional financing or that such financing, if available,
will be on terms necessary to enable the Company to operate profitably.
Any such additional financing obtained through the issuance of additional
shares of Common Stock or other equity securities could result in further
dilution to the Company's shareholders. Any debt financing would
increase the Company's operating expenses and could reduce or eliminate the
Company's net profit. Any arrangement with third parties to finance the
Company's exploration, development, or operations could take the form of a
joint venture, merger, lease, royalty, purchase option, or some other
participation which could reduce, or involve a disposition of, the Company's
interests in its properties or the revenues therefrom.
3. Effect of Exploration Costs, Risk of Losses.
Exploration costs incurred by the Company will not generate offsetting
revenues unless and until the exploration is successful and the Company can
commence additional production, sell the property or otherwise realize the
benefits of additional discoveries.
4. Fluctuating Price for Minerals.
If the Company's exploration and development plans result in oil and gas or
mineral production, the Company anticipates that most of its revenues would
be derived from the sale of oil and gas and possibly minerals produced from
its mining and processing operations. Thus, the Company's future prospects
depend upon the ability of the Company to locate and profitably exploit
mineral deposits through the mining, production and sale of minerals. The
feasibility of developing and operating new production and mining
operations and the future profitability of any such operations will depend
on the price of minerals. Mineral prices, including oil and gas, and in
particular gold prices, fluctuate widely from time to time and are affected
by numerous factors beyond the Company's control which cannot be accurately
predicted, including expectations about inflation, exchange rates, banking,
economic and political crises, interest rates, global supply and demand,
political and economic conditions, and production costs in major mineral
producing regions, and many other factors.
The two principal products the Company currently plans to produce and market
by the Company are crude oil and natural gas. The Company does not currently
use commodity futures contracts and price swaps in the sales or marketing of
its natural gas and crude oil.
Crude Oil - Crude Oil that could be produced from the Company's properties
is generally to be transported by truck to unaffiliated third-party
purchasers at the prevailing field price ("the posted price"). The market
for the Company's crude oil is competitive. Oil prices are subject to
volatility due to several factors beyond the Company's control including:
political turmoil; domestic and foreign production levels; OPEC's ability
to adhere to production quotas; and possible governmental control or
regulation.
Natural Gas - The Company anticipates that it would sell any natural gas
production at the wellhead to various pipeline purchasers or natural gas
marketing companies. Such wellhead contracts typically have various terms
and conditions, including contract duration. Under wellhead contracts the
purchaser is generally responsible for gathering, transporting, processing
and selling the natural gas and natural gas liquids and the seller receives
a net price at the wellhead. Accordingly, net prices are affected by such
costs to be incurred by the purchaser.
5. Title to Properties.
As is customary in the oil and gas industry, only a perfunctory title
examination was conducted at the time oil and gas leases were acquired by
PetroSun. Prior to the commencement of drilling operations, a thorough title
examination will be conducted. The Company believes that title to its
properties is good and defensible in accordance with standards generally
accepted in the oil and gas industry, subject to such exceptions, which,
are not so material as to detract substantially from the property economics.
In addition, some prospects may be burdened by customary royalty interests,
liens incident to oil and gas operations and liens for taxes and other
governmental charges as well as encumbrances, easements and restrictions.
The Company does not believe that any of these burdens will materially
interfere with the use of the property.
The legal status of the Company's right, title and interest, if any, in
and to the Black Diamond and Gila Gold Placer claims is currently uncertain.
See "Properties" section below. Therefore, the Company may be required to
expend additional funds in order to, or may ultimately be unable to,
establish its rights to develop and mine such properties.
6. Governmental Regulation and Environmental Controls.
The following discussion of regulation of the mining industry is necessarily
brief and is not intended to constitute a complete discussion of the various
statutes, rules, regulations or governmental orders to which the Company's
operations may be subject.
The oil and gas industry and the mining industry are subject to extensive
federal, state and local laws and regulations covering exploration,
development, operations and production, taxes, labor standards, occupational
health, waste disposal, environmental protection, reclamation, mine and well
safety, toxic substances and other matters. Environmental, operating, water,
dust and other federal and state permits are essential to any mining
operation. The nature of the mining business is such that mining companies
are frequently in the process of applying for additional permits or
modifications to existing permits at any given time. There can be no
assurance that such permits will be granted in the future as needed, and,
if such permits are not granted, that the Company or any mining venture in
which it is a participant could be required to curtail or cease its
development plans or operations with serious adverse consequences to its
liquidity and profitability. Amendments to current laws and regulations
governing operations and activities of mining companies or more stringent
implementation thereof or additional taxes could have a material adverse
impact on the Company. In addition, opposition to development of mining
operations by environmental and other groups is increasing, and such
opposition may result in delays, increased costs or abandonment of
development plans.
Any future exploration, rehabilitation, or development programs of the
Company, as well as any future commercial production which might be
warranted, will be subject to extensive federal, state and local laws and
regulations controlling not only the exploration for viable minerals in the
ground, the condition of the shafts and the nature of milling and leaching
operations, but also the possible environmental effects of water and
particle contaminant discharges resulting from the Company's activities. No
environmental impact studies have been performed by the Company, and there
is no assurance that environmental or safety standards more stringent than
those presently in effect will not be imposed in the future.
Government Regulation - Oil and Gas
General - All aspects of the oil and gas industry are extensively regulated
by federal, state, and local governments in all areas in which the Company
intends to have operations.
The following discussion of regulation of the oil and gas industry is
necessarily brief and is not intended to constitute a complete discussion of
the various statutes, rules, regulations or governmental orders to which the
Company's operations may be subject.
Price Controls on Liquid Hydrocarbons - There are currently no federal
price controls on liquid hydrocarbons (including oil, natural gas and natural
gas liquids). As a result, any oil produced from the Company's properties
will be sold at unregulated market prices which historically have been
volatile.
Federal Regulation of Sales and Transportation of Natural Gas - Historically,
the transportation and sale of natural gas in interstate commerce have been
regulated pursuant to the Natural Gas Act ("NGA"), the Natural Gas Policy
Act of 1978 ("NGPA") and regulations promulgated thereunder. The Natural
Gas Wellhead Decontrol Act of 1989 eliminated all regulation of wellhead
gas sales effective January 1, 1993. As a result, gas sales are not
regulated.
The transportation and resale in interstate commerce of natural gas
continues to be subject to regulation by the Federal Energy Regulatory
Commission ("FERC") under the NGA. The transportation and resale of natural
gas transported and resold within the state of its production is usually
regulated by the state involved. In Louisiana such regulation is by the
Office of Conservation. In Arizona, such regulation is by the Oil and Gas
Commission. Although federal and state regulation of the transportation
and resale of natural gas currently does not have any material direct impact
on the Company's planned operations, such regulation does have a material
impact on the market for natural gas production and the price that can be
received for natural gas production. Adverse changes in the regulations
affecting gas markets could have a material impact on the Company.
Commencing in the mid-1980's and continuing until the present, the FERC
promulgated several orders designed to correct market distortions and to
make gas markets more flexible and competitive. These orders have had a
profound influence on natural gas markets in the United States and have,
among other things, increased the importance of interstate gas transportation
and encouraged development of a large spot market for gas.
On April 8, 1992, the FERC issued Order No. 636 requiring material
restructuring of the sales and transportation service provided by interstate
pipeline companies. The primary element of Order No. 636 was the mandatory
unbundling of interstate gas transportation services and storage separately
from their gas sales. The unbundled transportation and storage was required
to be offered without favoring gas bought from the pipeline. Order No. 636
did not require pipelines to stop buying and reselling gas; to the contrary,
it contained specific provisions to allow pipelines to continue unbundled
sales of natural gas. However, after Order No. 636 there was little reason
for a pipeline to continue selling natural gas and most pipelines moved all
or almost all of their gas purchases and sales to affiliated marketing
companies.
Order No. 636 does not regulate gas producers. However, Order No. 636 does
appear to have achieved FERC's stated goal of fostering increased
competition within all phases of the natural gas industry. Generally
speaking, this increased competition has driven the price down for natural
gas. It is unclear what further impact the increased competition will have
on the Company's ability to operate as a gas producer and seller in the
future. Increased flexibility and competition provides greater assurance
of access to markets, but has consequently reduced or restrained prices.
In addition to FERC regulation of interstate pipelines under the NGA,
various state commissions also regulate the rates and services of pipelines
whose operations are purely intrastate in nature. To the extent intrastate
pipelines elect to transport gas in interstate commerce under certain
provisions of the NGPA, those transactions are subject to limited FERC
regulation under the NGPA and may ultimately effect prices of natural gas.
There are many legislative proposals pending in Congress and in the
legislatures of various states that, if enacted, might significantly affect
the oil and gas industry. The Company is not able to predict what will be
enacted and thus what effect, if any, such proposals would ultimately have
on the Company.
State and Local Regulation of Drilling and Production - State regulatory
authorities have established rules and regulations requiring permits for
drilling, bonds for drilling, reclamation and plugging operations,
limitations on spacing and pooling of wells, and reports concerning
operations, among other matters. The states in which the Company plans
to operate also have statutes and regulations governing a number of
environmental and conservation matters, including the unitization and
pooling of oil and gas properties and establishment of maximum rates of
production from oil and gas wells. A few states also prorate production to
the market demand for oil and gas. These statutes and regulations limit
the rate at which oil and gas could otherwise be produced and the prices
that can be obtained for such products.
Environmental Regulations - The production, handling, transportation and
disposal of oil and gas and by-products are subject to regulation under
federal, state and local environmental laws. In most instances, the
applicable regulatory requirements relate to water and air pollution control
and solid waste management measures or to restrictions of operations in
environmentally sensitive areas. However, it is reasonably likely that the
trend in environmental legislation and regulations will continue towards
stricter standards and may result in significant future costs to the Company.
For instance, efforts have been made in Congress to amend the Resource
Conservation and Recovery Act to reclassify oil and gas production wastes
as "Hazardous Waste," the effect of which would be to further regulate the
handling, transportation and disposal of such waste. If such legislation
were to pass, it could have a significant adverse impact on the anticipated
operating costs of the Company, as well as the oil and gas industry in
general.
New initiatives regulating the disposal of oil and gas waste are also
pending in certain states, including states in which the Company plans to
conduct operations, and these various initiatives could have an adverse
impact on the Company. Management believes that compliance with current
applicable laws and regulations or with proposals in their present form
could possibly have a material adverse impact on the Company, but management
is unable to predict the final form of the pending regulations or their
potential impact on the Company.
Although the Company does not believe its planned business operations will
impair environmental quality, compliance with federal, state and local
regulations which have been enacted or adopted regulating the discharge of
materials into the environment could have an adverse effect upon the capital
expenditures, earnings and competitive position of the Company, the extent
of which the Company now is unable to assess.
ITEM 2. Properties
PRINCIPAL OIL AND GAS INTERESTS
Productive Wells and Acreage - The Company's producing
properties as of September 30, 1997 are located in the
following areas shown in the table below:
OIL GAS Developed
Field, State Wells Wells Acreage
Lake End Field, LA 17 340
Red Oak Lake Field, LA 1 640
The Company's producing oil and gas properties are located on leases held
by the Company for as long as production is maintained. In other words, the
leases are held by production.
Undeveloped Acreage - The Company's gross interests in leased undeveloped
acreage in the Northern Arizona and Louisiana as of September 30, 1997 is
18,212.23 and 1,200 acres, respectively. All the properties located in
Louisiana and Northern Arizona will expire at various times in 2001 unless
production has been obtained.
NORTHERN ARIZONA PROSPECTS
Overview - In late 1997 and through out 1998, the Company will be directing
a significant portion of its resources to the Holbrook Basin region. The
Company is focusing in the Holbrook Basin as the result of a seven year
evaluation to determine the possibility of hydrocarbon accumulations in the
Supai, Penn and Devonian formations.
Currently, two prospects are in the process of drilling or are expected to
commence drilling in the first quarter of 1998. These include El Tule, and
Manuel Seep. A brief description of these prospects follows.
The El Tule Prospect is located on the southwest flank of the Cedar Mesa
Anticline, a large surface anticline along the southeast edge of the
Holbrook Basin in Apache County, Arizona. The Cedar Mesa Anticline is
located in the part of the upper Supai evaporite basin where there are
carbonates and sulfates.
The Manuel Seep Prospect is located on a broad surface anticline (the
highest structure in the basin) along the southern edge of the Holbrook
Basin in Apache County, Arizona. It trends northwest for a distance of
3 1/2 miles, and it covers an area of at least 23 sections. Some of those
sections are irregular, so the total prospect contains 13,766.19 acres,
which is large enough to hold potential oil reserves of one hundred
million barrels, or more.
The Oso Draw Prospect is located on the north end of Concho Dome in the
Holbrook Basin in Apache County, Arizona. The Holbrook Basin is a
relatively shallow Permian salt basin, so only a 3,800 foot well will be
needed to test the prospect formations. These productive Paleozoic
formations are continuously present from the Paradox Basin in northern Apache
County through the Black Mesa Basin to the Holbrook Basin and on to the
Permian Basin. As a result, this prospect has the potential to produce
from at least three formations with excellent reservoir quality, a history
of production and shows of oil and gas close to the prospect.
The Little Colorado Prospect is located on a large untested surface
anticline in the Southeast of the Holbrook Basin in Apache County, Arizona.
The structure covers nineteen (19) sections (12,162.3 acres) in Townships
14 and 15 North, Range 24 East, and the Little Colorado River runs through
the middle of the prospect.
LOUISIANA PROPERTIES
Lake End Field, Red River Parish, Louisiana - In July 1997, the Company
purchased a majority working interest in approximately 1,860 acres in the
Lake End Field. The Lake End Field is located about 47 miles south of
Shreveport, Louisiana near the community of Lake End, Louisiana. The
producing area is bounded on the East and North by Red River and on the West
and South by Bayou Pierre (which is an ancient river bed of Red River).
Within this producing area is located the Lake End Field, Jordon Ferry Field
and the Red Oak Field.
There are currently 17 wells shut-in with 93 proven drillable locations.
The Company is presently working to recomplete several wells in behind-pipe
zones to take advantage of current gas prices in the market. The Company
expects that after finishing the recompletion program, daily gas production
can be significantly increased. A geological and engineering study is
currently being conducted to seek further development opportunities in the
existing wells as well as to delineate optimal drilling locations.
Red Oak Lake Field, Red River Parish, Louisiana - In July 1997, the Company
purchased a majority working interest in approximately 640 acres in the
Red Oak Field. There is 1 gas well completed in the Rodessa formation with
2 more proven drillable locations.
PROVED DEVELOPED AND UNDEVELOPED RESERVES
The oil and gas reserve and reserve value information is based upon an
engineering evaluation by Kenneth W. Frazier. The estimated proved reserves
represent forward-looking statements and should be read in connection with
the disclosure on forward-looking statements included herein under Item 6 in
Management's Discussion and Analysis.
The Company has not filed any reports containing oil and gas reserve
estimates with any federal authority or agency other than the Securities
and Exchange Commission.
All of the Company's oil and gas reserves are located in the Continental
United States. The table below sets forth the Company's estimated quantities
of proved reserves, and the present value of estimated future net revenues
discounted by 8 percent per year using a 7 year life for developed and 10 year
life for undeveloped prosepects. The prices used at September 30, 1997 were
$19.46 per barrel of oil and $ 2.74 per MCF of natural gas:
Developed Undeveloped
Estimated Proved Oil Reserves (Bbls)
174,097 952,413
Estimated Proved Gas Reserves (Mcf)
2,875,000 22,258,272
Estimated Future Net Revenues (before the estimated future income taxes)
$9,012,342 $60,436,432
Present Value of Estimated Future Net Revenues (before the estimated future
income tax expenses) $5,258,614 $27,993,761
MINING CLAIMS:
BLACK DIAMOND CLAIMS:
On October 2, 1996 Cronus Corporation acquired 10 unpatented mining claims
by way of mining deeds.
Location
The Black Diamond group of claims is located in northeastern Maricopa County,
Arizona. The claims lie in an unsurveyed area, but a projection of the
township and range grid indicates that they are located, approximately in
Sec. 3, T. 7 N., R. 4 E., and in Secs. 26, 34 and 35, T. 8 N., R. 4 E.
This locality is found on the New River Mesa and the Cooks Mesa Quadrangles
of the U. S. Geological Survey 7.5 minute topographic series. The claims
are some 35 miles north of Phoenix and 4 miles west of Seven Springs camp
site. They lie along Grays Gulch just east of New River Mesa.
Property
The property consists of a group of 10 unpatented lode claims which trend in
a northeasterly direction.
Relief and Topography
The elevation of the area is approximately 3600 feet above sea level. Relief
in the claim area ranges from 400 to over 1000 feet. The claims are located
along Grays Gulch in an area of rugged topography characterized by canyons
and steep tributary valleys.
Accessibility
The claims are reached via the graded forestry road that extends from Cave
Creek to Seven Springs camp site and then northward to Forestry Road #41.
The latter road leads westward to the Black Canyon Highway (Interstate 17),
about 11 miles to the east. The forestry road passes adjacent to the
northern end of the claims. A graded access road leads from the forestry
road into the claim area along the west side of Grays Gulch. Along the
divides, road grades are gentle and there is ready access to various parts
of the claims. However, where roads descend into Grays Gulch or its
tributaries, grades of roads may be steep and may have to be modified for
ore haulage. The northern end of the claim area can be approached along its
eastern side by a trail along the divide between Grays Gulch and the stream
to the east.
Weather and Climate
Weather is typically semi-arid. At no time of the year will climate cause
a serious problem. Rainfall occurs chiefly in summer as thunderstorms.
These can cause damage to roads and structures if they are not properly
engineered.
Water and Power
Some water is available in Grays Gulch, especially during the rainy season.
If more water is necessary, it can probably be brought in from Cave Creek
where Grays Gulch empties into it. This is about two miles south of the
claims. There is no electric power in the claim area. It will have to be
generated at the mine site.
Housing and Supplies
The nearest ample housing would be in the general Phoenix metropolitan area.
Ranches and small towns are found nearer to the claims and might furnish
some housing, or trailers can be readily moved into the area and a mine camp
established. Supplies could come from the Phoenix metropolitan area.
Specialized mining tools and equipment would be available from various
mining centers located the southeast of the Black Diamond claims. These same
centers together with Tucson some 180 miles to the south would also
adequately supply technical services and technical personnel.
Mills, Smelters and Similar Facilities
No mills, smelters or related facilities are available in the claim area.
Concentrates, or any direct shipping ore, would be trucked to Hayden or
other smelters in the general area. The smelters in the Hayden and Miami
areas would be about 150 miles distant. Others are at greater distances.
The nearest custom mill is at Pumpkin Center some 80 miles to the east.
Cement copper produced through leaching of the copper oxides in the ore at
a leach facility in the mine area would go to the same smelters or might be
shipped directly to one of the consumers of this type of copper concentrate.
GILA GOLD PLACER MINING CLAIMS:
Gila Placer Mining Claims consist of unpatented association mining claims
covering 640 acres. Cronus Corporation acquired the claims by way of mining
deed on October 2, 1996. The claims lie along the prehistoric bed of which
once was part of the Gila river. The terrace gravel's are of auriferous
origin, deposited by erosive agents, and are of a later flow than the Gila
conglomerate. This conglomerate forms the bed-rock or strates of gold
concentration. These gravel's no doubt are a remnant of an ancient river
channel. The channel may be traced by its exposed edges and rims in several
places. The gold is of ancient origin and is derived from the disintegration
of the immeasurable gold-bearing quartz veins in the igneous rocks which are
of the post-Paleozoic age. There has been no previous mining on these
claims. The property is without reserves, and any activities to be
undertaken would be exploratory in nature.
Location
The Gila Mining Group of Claims are located in the Safford Mining District,
Graham County, State of Arizona. The association placer claims are
approximately 25 miles northeast of Safford, Arizona.
Access
The claims are reached via a graded county road that extends from Highway
666. The forest road passes adjacent to the northern end of the claims.
Relief and Topography
The elevation of the area is approximately 4600 feet above sea level.
Relief in the claim area ranges from 50 feet to over 1000 feet. The claims
are located in an area of rugged topography characterized by canyons and
steep tributary valleys.
Weather and Climate
Weather is typically semi-arid. At no time of the year will climate cause
a serious problem. Rainfall occurs chiefly in summer as thunderstorms.
These can cause damage to roads and structures if they are not properly
engineered.
Water and Power
There is no electrical power or water in the claim area. It will have to
be generated at the mine site and wells drilled.
Mills, Smelter and Similar Facilities
No mills, smelter or related facilities are available in the claim area.
Concentrates or any ore would be trucked off-site to a processing plant.
TITLE TO MINING PROPERTIES
The Company's only significant mining assets as of September 30, 1997,
consists of its possessory interest in the Black Diamond group of mining
claims and the Gila Gold Placer mining claims, all of which consist of
unpatented mining claims. The validity of all unpatented mining claims is
dependent upon various inherent uncertainties and conditions that may
prevent a fee title in the usual sense from existing or vesting.
Unpatented mining claims, when properly located, staked and posted according
to regulation, give the claimant apossessory right only. Possessory title
to an unpatented claim, when validly initiated, endures unless lost through
abandonment or through a forfeiture which results from an adverse location
made while the claim is in default with respect to the performance of annual
assessment work. Because many of these factors involve findings of fact,
title validity cannot be determined solely from an examination of the record.
The continued validity of the Black Diamond and Gila unpatended mining
claims is subject to many contingencies, including the availability of land
for the claim at the time location is made, the making of valid mineral
discoveries within the boundary of each claim, the compliance with all
regulations, both state and federal, for locating claims, and the
performance of annual assessment work which is currently in the amount of
$100.00 per claim. Failing satisfaction of the requirements, the claims are
subject to cancellation by the United States upon finding of no valid
discovery or failure to perform annual assessment work. Failure to perform
annual assessment work subjects the claimant to the risk of forfeiture of
rights through valid subsequent locations by others or through cancellation
by the government agency involved.
In addition, the Company acquired its possessory interests in the Black
Diamond and Gila Gold Placer claims through quit-claim deeds. Pursuant to
a quit-claim deed, the transfer of an interest in property transfers whatever
right, title and interest it may have in and to the property without
representation or warranty as the extent of such right, title and interest
or as to the absence of adverse claims. Thus, the Company's claims are
dependent upon the validity, extent and quality of the transferor's right,
title and interest in and to such claims. The Company does not have any
information regarding the nature of its transferor's right, title and
interest in and to the Black Diamond and Gila Gold Placer claims, nor has
the Company received any warranties of title, title opinions or policies
of title insurance. As a result, the legal status of the Company's right,
title and interest, if any, in and to these claims is currently uncertain.
TITLE TO OIL AND GAS
As is customary in the oil and gas industry, only a perfunctory title
examination was conducted at the time oil and gas leases were acquired by
PetroSun. Prior to the commencement of drilling operations, the Company plans
to conduct a thorough title examination. The Company believes that title to
its properties is good and defensible in accordance with standards generally
accepted in the oil and gas industry, subject to such exceptions which are
not so material as to detract substantially from the property economics. In
addition, some prospects may be burdened by customary royalty interests, liens
incident to oil and gas operations and liens for taxes and other governmental
charges as well as encumbrances, easements and restrictions. The Company
does not believe that any of these burdens will materially interfere with
the use of the property.
ITEM 3. Legal Proceedings.
Cronus, formerly known as TR-3 Industries, Inc., was in Chapter 7 bankruptcy
from 1982 through 1992. The Company had no operations and substantially no
assets or liabilities through November 1995. During 1997, legal counsel
informed management that liabilities previously believed to be discharged
in bankruptcy had not been discharged. These liabilities relate to the
operations of the Company prior to 1982. The Company has recorded a
correction of an error in the accompanying financial statements and,
accordingly has restated retained earnings (accumulated deficit) at December
31, 1993. The adjustment had no effect on net income, net income after
taxes, or earnings per share for the years ended December 31, 1996, 1995 or
1994.
Additionally, the Company is subject to a number of lawsuits and claims
(some of which involve substantial amounts) arising out of the conduct of
its business prior to 1982. Although the Company does not currently possess
sufficient information to reasonably estimate the amounts of liabilities to
be recorded, they may be significant to the results of operations. Management,
however, is of the opinion that the statute of limitations relating to these
liabilities has likely expired as of August, 1997, fifteen years after the
filing of the bankruptcy. Accordingly, the Company removed the liabilities
from the balance sheet and recorded an extraordinary gain of $2,930,134 in
1997.
ITEM 4. Submission of Matters to a Vote of Security Holders.
Cronus Corporation has not submitted any matter to vote of security holders
during the period of this report.
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholders
Matters.
Trades in the common stock of the Company have been reported on the NASDAQ
OTC Bulletin Board since March 5, 1996, under the symbol CRON. The quarterly
high and low prices for 1996 are as follows:
High Low
First Quarter $0.00 $0.00
Second Quarter $3.25 $1.50
Third Quarter $2.00 $0.50
Fourth Quarter $1.81 $0.62
The foregoing are over-the-counter market quotations obtained through PC
Quotes, which may reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.
As of October 1, 1997, there were approximately 192 record holders of the
Company's common stock. The Company has not declared any dividends during
the period of this report, and does not anticipate declaring any dividends
in the foreseeable future.
ITEM 6. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
Disclosure Regarding Forward-Looking Statements.
This report on Form 10-KSB includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). All statements other than statements of
historical facts included in this report, including, without limitation,
statements under "Business and Properties" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" regarding the
Company's financial position, reserve quantities and net present values,
business strategy, plans and objectives of management of the Company for
future operations and capital expenditures, are forward-looking statements
and the assumptions upon which such forward-looking statements are based
are believed to be reasonable. The Company can give no assurance that such
expectations and assumptions will prove to have been correct. Reserve
estimates of oil and gas properties are generally different from the
quantities of oil and natural gas that are ultimately recovered or found.
This is particularly true for estimates applied to exploratory prospects.
Additionally, any statements contained in this report regarding
forward-looking statements are subject to various known and unknown risks,
uncertainties and contingencies, many of which are beyond the control of the
Company. Such things may cause actual results, performance, achievements or
expectations to differ materially from the anticipated results, performance,
achievements or expectations. Factors that may affect such forward-looking
statements include, but are not limited to, the Company's ability to
generate additional capital, risks inherent in oil and gas acquisitions,
exploration, drilling, development and production, price volatility of oil
and gas, competition, shortages of equipment, services and supplies,
government regulation, environmental matters, financial condition of the
other companies participating in the exploration, development and production
of oil and gas programs and other matters. All written and oral
forward-looking statements attributable to the Company or persons acting on
its behalf subsequent to the date of this report are expressly qualified in
their entirety by this disclosure.
The Company has had no operational history since 1988. There has been
limited operations this fiscal year. As the Company entered the natural
resources market in March of 1996, and sold AGAA, PBAA and TGII, the Company
has embarked upon a new direction focusing on the acquisition, development
and management of natural resources. The Company sold AGAA and TGII because
neither subsidiary had became operational, thereby raising significant
doubts about their ability to earn income. The Company sold the assets of
PBAA after the results of their first quarter of 1996 indicated that PBAA
would not likely earn a profit in 1996 or 1997.
In order to create revenues, and expand on its natural resources base, the
Company acquired PetroSun Exploration & Production, Incorporated in 1997.
As described more fully below, management expects to begin receiving income
from PetroSun oil and gas leases in Louisiana by the end of 1997.
As can be seen in the financial statements, the Company has incurred losses
from operations and has deficits in working capital and net worth. The
Company has yet to earn income from its operations, however, it expects to
receive income from oil and gas leases in Louisiana by the end of 1997. The
lack of revenues to date raises a doubt about the Company's ability to
continue as a going concern. Management expects to earn revenues in late
1997 and also expects to raise additional funding as needed. There can be
no assurance that a cash flow will be generated or that funding will be
raised. The Company currently has no commitments for any type of funding,
and there is no assurance that the Company will be able to obtain any such
financing or that such financing, if obtainable, will be on terms necessary
to enable the Company to operate profitably.
During 1996, the Company acquired the Gila and Black Diamond mining claims
in southern Arizona for $130,504. The future realization of the cost of
these mining claims is dependent upon the claims becoming proven reserves.
A proven reserve is the estimated quantity of mineral which geological and
engineering data demonstrates with reasonable certainty to be recoverable in
future years from known reservoirs under existing economic and operating
conditions. Currently, these claims are considered unproven. Additionally,
the claims were transferred to the Company without warranty or title
assurance, and thus, the Company is uncertain as to the legal status of its
interest, if any, in the claims. See "Title To Mining Properties" above.
The Company, doing business as TR-3 Industries, Inc. was in chapter 7
bankruptcy from 1982 through 1992. The Company had no operations and
substantially no assets through November, 1995, when the Company then
acquired AGAA, TGII and PBAA. As noted above, the Company sold AGAA, TGII
and the assets of PBAA in 1996 and then entered the natural resources market,
with the acquisition of the mining claims in 1996, and into the oil and gas
field with the acquisition of PetroSun. As of December 31, 1996, Cronus was
possibly subject to a number of lawsuits, judgments and claims arising out of
the conduct of business of TR-3 Industries, Inc. prior to 1983. Liabilities
not discharged in the bankruptcy totaled $2,930,134.00 which the Company
carried as a liability on its balance sheet. However, in August 15, 1997,
fifteen years after the bankruptcy filing, it is the opinion of management
that the statute of limitations has expired on these possible claims.
Accordingly, the Company removed the liabilities from the balance sheet and
recorded an extraordinary gain of $2,930,134 during 1997.
Financial Requirements and Source of Funds.
The Company is currently rehabilitating the shut-in oil and gas wells by
setting compressors and pumps which will allow PetroSun, to put its revenue
producing assets in Louisiana into production starting in October, 1997.
Based on historical production rates, the Company believes that PetroSun's
oil and gas production in Louisiana should produce net revenues sufficient
to cover basic operating expenses of the Company of $250,000 through its
exploratory period for the next six months.
Thereafter, the Company believes it will need to raise at least $1,500,000 in
order to conduct testing and drilling of its oil and gas properties, and to
conduct testing of the Moapa Project, the Gila Gold Placer Project, and the
Black Diamond Project. Such funds may be sought through the issuance of
additional shares of the Company's Common Stock or other equity securities,
through debt financing, or through various arrangements, including joint
ventures and/or mergers, with third parties. However, the Company currently
has no commitments for any type of funding, and there is no assurance that
the Company will be able to obtain any such financing or that such financing,
if obtainable, will be on terms necessary to enable the Company to operate
profitably. If the Company is unsuccessful in completing a private type
placement, or if additional funds are necessary either before or after such
a transaction, it is uncertain at this time what actions the Company will
take. Possibilities include other debt or equity financings or the sale of
existing assets.
ITEM 7. Financial Statements.
Audited Balance Sheet for 1996.
See Item 13
ITEM 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
See 8-K filed on November 7, 1996.
PART III
ITEM 9. Directors and Executive Officers of the Registrant.
At the time the Company's Chapter 7 case was concluded in 1992, the Company's
board of directors consisted of seven persons, all of whom resigned on or
prior to July 14, 1992, other than Jeanette Bowen, who remained as a
director, pursuant to the Company's by-laws, until the election and
qualification of a successor. On or prior to July 14, 1992, all of the
Company's officers resigned from their respective positions, other than
Jeanette Bowen, who remained as the sole officer of the Company.
The Company's shareholders have not met for an annual or other meeting since
October 23, 1990. Consequently, in accordance with the Company's by-laws,
Jeanette Bowen continued as the sole director of the Company until December
21, 1994, at which time she acted to appoint Jonathan Roberts as president,
and as a director, filling one of the vacant directorships in accordance with
the Company's by-laws.
After making such appointment, on December 14, 1995, Jeanette Bowen resigned
as director with the result that Jonathan Roberts became the sole director
of the Company. On July 22, 1996, Mr. Roberts, acting as sole director of
the Company, appointed George Hennessey and Kevin Sherlock to be Directors
of the Company, filling two of the vacant directorships in accordance with
the Company's by-laws. Also on July 22, 1996, Kevin Sherlock was appointed
as secretary of the Company.
The Company intends to call a meeting of shareholders for the purpose of
electing directors and taking other action with respect to other matters as
promptly as practicable after it has prepared and distributed to shareholders
an annual report of the Company for the most recently ended fiscal year.
Following the election of such directors, such directors will take action to
appoint officers of the Company.
The following table shows the positions held by the Company's officers and
directors. The directors were appointed and will serve until the next annual
meeting of the Company's shareholders, and until their successors have been
elected and have qualified. The officers were appointed to their positions,
and continue in such positions, at the discretion of the directors.
NAME AGE POSITION TERM
Jonathan Roberts 39 President *
Director
George Hennessey 52 Director *
Kevin Sherlock 36 Secretary, Vice *
President and Director
*The original terms of office of each of the Company's directors have
expired, and each director is serving in such capacity until the next
meeting of the Company's shareholders and until his successor has been elected
and qualified.
JONATHAN ROBERTS, was appointed a director in December 1994, and was
appointed as President in December, 1994. In addition to his management
position with the Company, Mr. Roberts has been the General Manager of R
K Management Group L. C. since 1993.
GEORGE HENNESSEY, was appointed a director in July, 1996. He has been a
geological consultant since 1977. As a geological consultant, and in some
instances as owner/operator, Mr. Hennessey has consulted for several major
mining companies, at various exploration, development and production levels
of involvement regarding surface, underground and offshore precious metals
and base metal deposits and mill tailing recovery undertakings.
KEVIN SHERLOCK, was appointed a director and the Secretary in July, 1996.
In May, 1997, Mr. Sherlock was appointed Vice President in charge of Legal
Affairs. He has been a practicing attorney since 1988. Mr. Sherlock
practiced aviation law and insurance defense litigation in Washington D.C.
until 1993, when he then opened a solo practice assisting small businesses
with various matters, including mergers and acquisitions.
Based solely upon a review of Forms 3 and 4 and amendments thereto furnished
to the Company during its most recent fiscal year, and Form 5 and amendments
thereto furnished to the Company with respect to its most recent fiscal
year, and any written representation received by the Company, there is no
person, except as disclosed below, who was a director, officer, or beneficial
owner of more than 10 percent of any class of equity securities of the
Company pursuant to Section 12 of the Exchange Act that failed to file on a
timely basis reports required by Section 16(a) of the Exchange Act during
the most recent fiscal year.
Based on the foregoing review, the Company believes the following persons
failed to file on a timely basis reports required by Section 16(a) of the
Exchange Act:
Jonathan Roberts and Kevin Sherlock.
ITEM 10. Executive Compensation.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
Name and Year Paid Deferred Other
Position 1996 Salary Salary
Jonathan Roberts,
President, CEO
and Director $18,000 $157,000 0
_____________________________________________________
Kevin Sherlock,
Secretary and
Director $10,500 $4,000 $3,186.78*
_____________________________________________________
George Hennessey,
Director and Geological
Consultant 0 0 $26,180.26*
_____________________________________________________
*Consists of Consulting and Expense reimbursement.
OPTION GRANTS IN FISCAL YEAR 1996
Number of Percent Exercise Expiration
Options of Total Price Date
Name Granted Options
Granted to
Employees
_____________________________________________________
Kevin Sherlock 550,000 100% $0.05 7-22-2001
__________________________________________or termination
AGGRAGATED OPTIONS EXERCISED IN FISCAL YEAR 1996 AND
FISCAL YEAR END
OPTION VALUES
Shares Value Number of Value of
Acquired Realized Unexercised Unexercised
Name on Options at Options at
Exercise FY-End FY-End
_____________________________________________________
Jonathan Roberts 2,000,000 $1,540,000 0 0
_____________________________________________________
Kevin Sherlock 0 0 550,000 $396,000
_____________________________________________________
In 1995 there was no cash compensation for officers and directors for
performance of their duties. Mr. Roberts was issued 1,000,000 shares of
Common Stock of the Company in consideration of his services in 1995. Also,
as part of the Company's Executive Long-Term Stock Investment Plan, Mr.
Roberts was granted an option to purchase 2,000,000 shares of Common Stock,
which was exercised in 1996 for $2.000. Pursuant to the Executive Long-Term
Stock Investment Plan, Mr. Roberts was granted an option in 1997 to purchase
500,000 shares of Common Stock of the Company.
In 1996, Mr. Roberts also entered into a employment agreement with the
Company for $175,000 per year, of which $100,000 is deferred until the
Company obtains additional operating funds. Mr. Roberts received total cash
compensation of $18,000.00 in 1996.
In 1996, the Company entered into an employment agreement with Mr. Sherlock
for $48,000 per year. Also, as part of the Company's Executive Long-Term
Stock Investment Plan, Mr. Sherlock was granted the option to purchase
550,000 shares of the Company's Common Stock. Mr. Sherlock received
employee compensation of $10,500.00, and $3,186.78 in consulting and expense
reimbursement, for a total cash compensation of $13,686.78, in 1996.
In 1996, Mr. Hennessey received a total cash compensation of $26,180.26, in
consulting fees and expense reimbursement. On June 4, 1997, the Company
entered into a consulting agreement with its chief geological consultant, Mr.
George Hennessey, with a term of two years. The Consulting Agreement called
for the issuance of 500,000 shares of the Company's Common Stock, granted Mr.
Hennessey an option to acquire 500,000 shares of the Company's Common Stock,
and provides for consulting fees in the amount of $4,000 per month while Mr.
Hennessey is devoting himself to the Moapa project. Mr. Hennessey has not
received any consulting fees under the Consulting Agreement through September
30, 1997.
ITEM 11. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth, as of September 10, 1997, information
regarding the beneficial ownership of shares of the Company's Common Stock by
each person known by the Company to own five percent or more of the
outstanding shares of the Company's Common Stock, by each of the officers
and directors, and by the officers and directors as a group.
Name and Address of Amount of Percent
Security Ownership of Beneficial of
Certain Beneficial Ownership Class
Richard J. DeBernardis 750,000 5.2%
4042 N. Pontatoc Road
Tucson, Arizona 85718
Ownership of Management:
Jonathan Roberts 3,500,000* 24.3%
President and Director
660 S. Freeman Rd.
Tucson, Arizona 85748
Kevin Sherlock 550,000 3.8%
43 E. 2nd Street
Tucson, Arizona 85705
George Hennessey 1,000,000* 6.9%
All Directors and Officers 4,950,000** 34.4%
*Includes option to purchase 500,000 shares.
**Includes options to purchase 1,000,000 shares.
ITEM 12. Certain Relationships and Related Transactions.
No officer, director, nominee for election as a director, or associate of
such officer, director or nominee is or has been in debt to the Company
during the last fiscal year.
On April 3, 1997, the Company and Temple Summit Financial Projects Inc.
("TSFP") entered into a Joint Venture Agreement to conduct testing regarding
the viability of extracting gold from an area of mining claims held by
Temple Summit. The Company and Temple Summit will test the area and samples
from the Moapa Project will be assayed. If the assays reflect economical
viable gold, the Joint Venture will proceed with the project. Mr. George
Hennessey is also a member of the board of directors of TSFP and he hold
the position of chief geologist. Additionally, Mr. Hennessey is a major
shareholder of TSFP, holding approximately 10% of the outstanding shares.
The Board of Directors of the Company was aware of Mr. Hennessey's position
with TSFP prior to approving the project.
On May 2, 1997, the Company purchased, for $12,000, an option to buy the
outstanding stock of Grayhawk Oil and Gas, Inc., a company owned by Gordon
M. LeBlanc, Jr., the president and key employee of PetroSun Exploration
& Production, Incorporated. The Board of Directors of the Company was
aware of Mr. LeBlanc's position prior to approving the purchase of the option.
There were no other related or reportable transactions.
PART IV
ITEM 13. Exhibits, Financial Statements Schedules and Reports on Form 8-K.
Exhibits.
1. The Company's Articles of Incorporation, incorporated by reference from
the 1995 10-KSB filed on April 15, 1997.
2. The Company's By-Laws, incorporated by reference from the 1995 10-KSB
filed on April 15, 1997.
3. The Company's Executive long-term Stock Investment Plan, incorporated by
reference from the 1995 10-KSB filed on April 15, 1997.
4. Employment Contract of Jonathan Roberts, incorporated by reference from
the 1995 10-KSB filed on April 15, 1997.
5. Employment Contract of Kevin Sherlock, incorporated by reference from
the 1995 10-KSB filed on April 15, 1997.
6. Reorganization agreement with PetroSun Exploration & Production,
Incorporated, incorporated by reference from the Form 8-K filed on June 16,
1997.
8. Employment Contract of Gordon M. LeBlanc, Jr., incorporated by reference
from the Form 8-K filed on June 16, 1997.
9. Consulting Contract with George Hennessey.
10. List of subsidiaries.
11. Consent of Kennet W. Frazier.
12. Consent of Auditors.
Financial Statements and Financial Statement Schedules.
(a) Independent Auditor's Report.
(b) Balance Sheet December 31, 1996.
(c) Statement of Operations for the years ended December 31, 1996 and 1995.
(d) Statement of Changes in Stockholders' Deficit for the years ended
December 31, 1996 and 1995.
(e) Statement of Cash Flows for the years ended December 31, 1996 and 1995.
(f) Notes to Financial Statements.
Reports on Form 8-K.
During the fiscal quarter ending on March 31, 1996, two reports on form 8-K
were filed, February 12, 1996 and March 7, 1996.
The 8-K report filed of February 12, 1996 contained item 7.
The 8-K report filed on March 7, 1996 contained the following items:
Item 2. Acquisition or Disposition of Assets.
Item 5. Other Events.
During the fiscal quarter ending on June 30, 1996, one 8-K report was filed
on May 23, 1996 containing the following items:
Item 1. Changes in Control of Registrant.
Item 2. Acquisition or Disposition of Assets.
Item 5. Other Events.
Item 7. Financial Statements and Exhibits.
During the fiscal quarter ending on September 30, 1996, one 8-K report was
filed on July 31, 1996 containing the following Items:
Item 1. Changes in Control of Registrant.
Item 2. Acquisition or Disposition of Assets.
Item 5. Other Events.
Item 7. Financial Statements and Exhibits.
During the fiscal quarter ending on December 31, 1996, two 8-K reports were
filed, on November 7, 1996 and on December 20, 1996.
The 8-K report filed on November 7, 1996 contained Item 4, Changes in
Registrant's Certifying Accountant.
The 8-K report filed on December 20, 1996 contained the following Items:
Item 1. Changes in Control of Registrant.
Item 2. Acquisition or Disposition of Assets.
Item 7. Financial Statements and Exhibits.
During 1997 through the date of this report, there was one 8-K report, filed
on June 16, 1997. That 8-K report contained the following Items:
Item 2. Acquisition or Disposition of Assets.
Item 7. Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
CRONUS CORPORATION
DATE: October 15, 1997
Kevin M. Sherlock, Secretary and Director
On behalf of the Board of Directors.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: October 15, 1997 By:
/s/
Jonathan Roberts, President and Director
Date: October 15, 1997 By:
/s/
Kevin M. Sherlock, Secretary and Director
Date: October 15, 1997 By:
/s/
George Hennessey, Director
CRONUS CORPORATION
Exhibit 9. Consulting Contract with George Hennessey.
CONSULTING AGREEMENT
AGREEMENT dated June 4, 1997 between Cronus Corporation, a Nevada
corporation, (the "Company") and George Hennessey, an Individual, (the
"Consultant").
WHEREAS, the Company wishes to engage the Consultant to provide geological
and mining services and Consultant desires to provide such specialized
consulting services on the terms set forth herein.
Accordingly, the parties agree as follows:
1. Consultancy Term. The Company agrees to engage the Consultant, and the
Consultant agrees to continue as a Consultant of the Company, for a two year
period commencing on April 15, 1997 and ending on April 15, l999, or such
later date to which the Consultancy may be extended (the "Term").
2. Duties and Responsibilities. The Consultant shall provide expertise and
advisory services to the Company with regard to geology and mining. The
Consultant shall devote the reasonable amount of working time and attention
necessary to accomplish the duties and responsibilities hereunder.
3. Consulting Fee. During the Term of this Agreement, for all consulting
services hereunder, the Consultant shall receive a consulting fee of 500,000
shares of Company's restricted common stock, and a three year option to
purchase 500,000 shares of the Company's restricted common stock at the price
of $0.50 per share. Once the Joint Venture and Operating Agreement with TSFP
is closed, and Consultant dedicates himself to that project (the Moapa
Project), Consultant shall receive Four Thousand Dollars ($4,000.00) per
month, payablein equal semi-monthly installments, One Thousand Dollars
($1,000.00) of which will be applied towards the purchase of option shares.
4. Reimbursement of Expenses. During the Term of this Agreement, the Company
shall reimburse the Consultant for reasonable and necessary expenses related
to performance under this Agreement, upon submission of detailed vouchers
therefor in accordance with the Company's standard practices.
5. Not An Employee. During the Term of this Agreement, Company and
Consultant mutually agree that Consultant is an independent contractor and
not an employee of the Company, as that term is generally understood, and as
such, is not entitled to participate in any of the Company's benefit programs
including, but not Limited to all pension, insurance, medical, disability and
other benefit plans, whether presently in effect or adopted hereafter during
the Term.
6. Termination. (a) The Company shall have the right to terminate the
Consultancy at any time after April 1,1998 immediately by written notice for
cause or in the event of the Consultant's death or disability as used herein
(i) "cause" shall mean the Consultant's breach of any of the terms of this
Agreement or the Consultant's commission of a felony, as determined by a
court of law, subject to the exhaustion of all appeal processes that may be
available, and; (ii) "disability" shall mean the Consultant's inability to
perform the duties hereunder by reason of mental or physical disorder or
injury constituting a "long-term disability" as generally defined by workers
compensation insurance provisions, (b) The Company shall have the right to
terminate the Consultancy at any time after April 1, I999 immediately by
written notice, (c) the Consultant shall have the right to terminate the
Term at any time after April 1,1998, immediately by written notice in the
event of the Company's breach of any of the terms of this Agreement.
7. Payment Following the Term. (a) In the event that the Consultant Term
shall be terminated as provided in Section 6 hereof, then the Company shall
have the right to terminate all further payments pursuant hereto and shall
have no further obligations hereunder, (b) In the event that the Company
shall terminate the Term otherwise than as provided in Section 6 hereof, then
the Company shall pay to the Consultant the consulting fee as set forth in
Section 3, through the end of the Term.
8. Confidentiality: Agreement Not to Compete. The Consultant recognizes that
the expertise and advisory services to be performed by him hereunder are,
special, unique and extraordinary, and that by reason of such consultancy he
will acquire confidential information and trade secrets concerning the
Company's operations. Accordingly, it is agreed that,
(a) During the Term of this Agreement and for such period after the end of
the term, the Consultant will not directly or indirectly, as an officer,
director, stockholder, partner, associate, owner, employee, consultant or
otherwise, become or be interested in or associated with any other
corporation, firm or business engaged in the same or a similar competitive
business with the Company, with the exception of TSFP. However, the
Consultant's ownership directly or indirectly, of stock of a corporation
whose shares are regularly traded on a national securities exchange or in
the over the counter market shall not, in any event, be deemed to be a
violation of the provisions of this Section 8(a).
(b) During the Term of this Agreement the Consultant shall not divulge to
any entity or person any information acquired by the Consultant concerning
the Company's operations, plans, processes, methods, research or development,
or any other of its trade secrets, except information which is available to
the public in published Literature or becomes public knowledge through no
fault of the Consultant.
(c) The Consultant acknowledges that all information, the disclosure of
which is prohibited hereby, is of a confidential and proprietary character
and of great value to the Company and, upon expiration or sooner termination
of this Agreement, the Consultant shall forthwith deliver up to the Company
all records, memoranda, data and documents of any description which refer or
relate in any way to the disclosure prohibited hereby, and return to the
Company any of its property which may then be in the Consultant's possession
or under the Consultant's personal control.
(d) During the Term of this Agreement and for a period of one (1) years
thereafter, the Consultant agrees not to disclose the terms of this Agreement
to any person other than the Consultant's immediate family and attorneys,
accountants and other professional advisors, except as otherwise required by
law. However, the Consultant acknowledges that the Company may, at it's sole
discretion, disclose all or part of the terms of this Agreement.
9. Notices. Any notice to be given hereunder will be deemed sufficient if
given in writing and delivered either personally or sent by certified mail.
If to the Consultant:
George Hennessey
717 Saluda Ave.
Columbia, SC 29205
If to the Company:
Cronus Corporation, Suite 210
7660 E. Broadway Rd.
Tucson, Arizona 85710
10. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the local laws of the State of Arizona.
11. Entire Agreement. This Agreement is the entire agreement between the
Company and the Consultant with respect to the subject matter hereof and
shall be binding upon and inure to the benefit of the parties and their
respective successors, heirs and assigns. This Agreement may not be altered,
modified, changed or discharged except in writing signed by both of the
parties.
12. Assignability. Once the Joint Venture and Operating Agreement with TSFP
is closed, and Consultant dedicates himself to that project (the Moapa
Project), this Consulting Agreement shall be assigned to the Limited
Liability Company formed pursuant to such Joint Venture and Operating
Agreement with TSFP for the Moapa Project.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date herein first mentioned.
Consultant: Cronus Corporation:
By: /s/ By: /s/
George Hennessey Jonathan Roberts,
President
Exhibit 10. List of Subsidiaries.
Sunorc, Inc., a wholly owned subsidiary, incorporated in Arizona on December
5, 1995.
Big Bug Acquisition Company, a wholly owned subsidiary, was incorporated in
Arizona on August 6, 1996. Big Bug was then merged with PetroSun Exploration
& Production, Incorporated on July 14, 1997. The resulting company, which
is a wholly owned subsidiary, took the name PetroSun Exploration &
Production, Incorporated.
Exhibit 11. Consent of Kenneth W. Frazier.
KENNETH W. FRAZIER
PETROLEUM CONSULTANT
P.O. BOX 6
JONESVILLE, TEXAS 75659
October 11, 1997
I am writing to give my consent to use my East Ajax Report dated June 18,
1997 to be used in the Cronus Corporation Form 10-KSB filing.
Sincerely Your,
/s/
Kenneth W. Frazier, PE
LA # 100950
Exhibit 12. Consent of Auditors.
ADDISON, ROBERTS & LUDWIG, P.C.
Certified Public Accountants
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the inclusion of our report dated October 2, 1997, in
the annual report of Cronus Corporation on Form 10-KSB for the year ended
December 31, 1996.
/s/
Addison, Roberts & Ludwig, P.C.
Tucson, Arizona
October 9, 1997
2910 North Swan Road, Suite 204
Tucson, Arizona 85712
CRONUS CORPORATION
Audited Financial Statements For the years ended December 31, 1996 and 1995.
ADDISON, ROBERTS & LUDWIG, P.C.
Certified Public Accountants
CRONUS CORPORATION
Audited Financial Statements
For the years ended December 31, 1996 and 1995
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Cronus Corporation
We have audited the accompanying balance sheet of Cronus Corporation as of
December 31, 1996, and the related statements of loss, changes in
stockholders' deficit, and cash flows for the years ended December 31, 1996
and 1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Cronus Corporation as of
December 31, 1996, and the results of its operations and its cash flows for
the years ended December 31, 1996 and 1995, 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 1 to the financial
statements, the Company has incurred recurring losses from operations and has
deficits in working capital and net worth. These conditions raise
substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters also are described in Note 1.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
October 2, 1997
CRONUS CORPORATION
BALANCE SHEET
December 31, 1996
ASSETS
Assets:
Cash and cash equivalents $ 25,377
Investment in mining claims 137,532
Equipment, net of accumulated depreciation of $1,094 4,377
Deposits 1,802
Stockholder receivable 2,000
Total assets $ 171,088
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
Accrued payroll and related taxes $ 216,394
Accounts payable 16,111
Accrued interest 24,044
Notes payable to shareholders 405,228
Liabilities not discharged in bankruptcy (Note 3) 2,930,134
Total liabilities 3,591,911
Commitments and contingencies (Notes 3, 7 and 12)
Stockholders' deficit:
Common stock, $.001 par value; 40,000,000 shares authorized,
13,681,762 shares issued and 10,317,762 shares outstanding 13,682
Additional paid in capital 154,715
Accumulated deficit (3,585,856)
(3,417,459)
Treasury stock; 3,364,000 shares at cost (3,364)
Total stockholders' deficit (3,420,823)
Total liabilities and stockholders' deficit $ 171,088
(The accompanying notes are an integral part of the financial statements.)
CRONUS CORPORATION
STATEMENTS OF LOSS
For the years ended December 31, 1996 and 1995
1996 1995
Revenues: $ -0- $ -0-
Expenses:
Professional fees 234,392 76,474
Salaries and related taxes 215,042 30,166
Other general and administrative 6,525 7,796
Rent 1,957 -0-
Advertising 1,249 -0-
Depreciation 1,094 -0-
Total expenses 460,259 114,436
Loss from operations (460,259) (114,436)
Other expenses:
Equity in net loss of subsidiaries 46,929 4,114
Interest expense 24,044 -0-
Loss on sale of subsidiaries 607 -0-
Total other expenses 71,580 4,114
Loss before income taxes (531,839) (118,550)
Income tax provision -0- -0-
Net loss $ (531,839) $ (118,550)
Net loss per share $ (0.06) $ (0.02)
Average outstanding common shares 8,671,173 5,575,247
(The accompanying notes are an integral partof the financial statements.)
CRONUS CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
For the years ended December 31, 1996 and 1995
Common Stock Additional
Par Paid in Accumulated Treasury
Share Value Capital Deficit Stock Total
Balance at December 31, 1994
As previously reported 5,240,907 $5,241 $-0- $(2,934,675) -0- $(2,929,434)
Adjustment (note 8) 291,855 292 500 (792) -0- -0-
As restated 5,532,762 5,533 500 (2,935,467) -0- (2,929,434)
Common stock issued:
Officer compensation 1,000,000 1,000 -0- -0- -0- 1,000
Purchase of subsidiaries 4,114,000 4,114 -0- -0- -0- 4,114
Net loss for the year ended
December 31, 1995 (118,550) -0- (118,550)
Balance at
December 31, 1995 10,646,762 10,647 500 (3,054,017) -0- (3,042,870)
Sale of subsidiaries -0- -0- -0- -0- $(3,364) (3,364)
Stock issued
to consultants 1,035,000 1,035 $154,215 -0- -0- 155,250
Stock options exercised 2,000,000 2,000 -0- -0- -0- 2,000
Net loss for the year ended
December 31, 1996 -0- -0- -0- (531,839) -0- (531,839)
Balance at December
31, 1996 13,681,762 $13,682 $154,715 $(3,585,856)$(3,364) $(3,420,823)
(The accompanying notes are an integral partof the financial statements.)
STATEMENTS OF CASH FLOWS
For the years ended December 31, 1996 and 1995
1996 1995
Cash flows from operating activities:
Net loss $ (531,839) $ (118,550)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 1,094 -0-
Stock issued for professional fees 155,250 -0-
Loss on sale of subsidiaries 607 -0-
Equity in net loss of subsidiaries 46,929 4,114
Stock based compensation -0- 1,000
Change in operating assets and liabilities:
Stockholder receivable (2,000) -0
Accounts payable 16,111 -0-
Accrued interest 24,044 -0-
Deposits (1,102) -0-
Accrued payroll and related taxes 187,228 29,166
Total adjustments 428,161 34,280
Net cash used in operating activities (103,678) (84,270)
Cash flows from investing activities:
Purchase of mining claims (137,532) -0-
Proceeds from sale of subsidiaries 100 -0-
Advances to subsidiary (51,000) -0-
Purchase of equipment (5,471) -0-
Net cash used in investing activities (193,903) -0-
Cash flows from financing activities:
Stock options exercised 2,000 -0-
Borrowings on notes payable to
stockholders and officers 320,328 84,900
Net cash provided by financing activities 322,328 84,900
Net increase in cash 24,747 630
Cash, beginning of year 630 -0-
Cash, end of year $ 25,377 $ 630
Supplemental disclosures of cash flow information:
Cash paid during the year for
Interest $ -0- $ -0-
Taxes -0- -0-
Noncash investing and financing activities:
Three subsidiaries were sold during 1996 resulting in an increase in
treasury stock of $3,364 and a net loss of $607.
On January 24, 1996, the Company issued 1,035,000 shares of registered,
unrestricted common stock to advisors, officers and consultants for $0.15
per share (Note 7). The Company recorded professional fee expense of
$155,250, common stock of $1,035 and $154,215 of additional paid in capital
relating to this transaction.
(The accompanying notes are an integral partof the financial statements.)
NOTES TO FINANCIAL STATEMENTS
1. Organization and Going ConcernCronus Corporation (the Company), formerly
Thunderstone Group, Inc., formerly Diversified American Industries, Inc.,
formerly TR-3 Industries, Inc., was incorporated in the State of Nevada in
1979. The Company is primarily engaged in the acquisition and sale of
privately held corporations.
As shown in the accompanying financial statements, the Company has incurred
recurring losses from operations and has deficits in working capital and net
worth. As a result, the Company has been unable to pay its debts and has
issued common stocks to meet its obligations as they come due. These factors
raise substantial doubt about the Company's ability to continue as a going
concern.
Management is working to obtain additional financing through the issuance of
stock and long-term debt. This inflow of cash will be used to fund ongoing
exploration and development of various oil and gas properties. At the date
of these financial statements, these properties have not begun production and
the Company has zero revenues. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
2. Summary of Significant Accounting Policies
Accounting 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 reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Income Taxes
Income taxes are recognized during the year in which transactions enter into
the determination of financial statement income, with deferred taxes being
provided for temporary differences between amounts of assets and liabilities
for financial reporting purposes and such amounts as measured by tax laws.
Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments with a purchased maturity of three months or
less to be cash equivalents.
Equipment
Equipment is recorded at cost and depreciated using the straight-line method
over the estimated useful lives of the related assets.
Advertising
The cost of advertising is expensed when the advertisement first takes place.
The Company does not participate in direct response advertising that requires
the capitalization and amortization of related costs.
Per Share Data
Net loss per share is computed based on the weighted average number of shares
outstanding. There is no dilutive effect on net loss per share due to common
stock equivalents.
Stock Compensation
The Company measures compensation cost related to employee stock purchase
options using the fair value method. This method requires determining the
amount of compensation cost equal to the difference between the fair value
of the options at the date of grant and the amount an employee must pay to
acquire the stock. Recognition of the cost is provided over the periods in
which the related services are rendered, generally the vesting period. No
compensation cost has been recorded as the exercise price of the options
issued has equaled or exceeded the fair market value of the underlying stock.
3. Liabilities Not Discharged in Bankruptcy
Cronus, d.b.a. TR-3 Industries, Inc. was in Chapter 7 bankruptcy from 1982
through 1992. The Company had no operations and substantially no assets
through November 1995. At December 31, 1996, Cronus was subject to a number
of lawsuits, judgments and claims (some of which involve substantial amounts)
arising out of the conduct of its business prior to 1983. These liabilities
not discharged in the Chapter 7 bankruptcy total $2,930,134.
In August 1997, the fifteen year statute of limitations expired on these
liabilities. Accordingly, the Company removed the liabilities from the
balance sheet and recorded an extraordinary gain of $2,930,134 during 1997
(Note 13).
4. Investments in Subsidiaries
On February 27, 1996, the Company sold its 100% owned subsidiaries AGAA and
TGII to Applied Logic, Inc. in return for 3,114,000 shares of Company stock,
500,000 shares of Applied Logic stock, and a note receivable of $500,000.
The Company recorded treasury stock of $3,114 and a net gain on sale of
$3,114 relating to the transaction. Management has determined the note to
be uncollectible and the stock of Applied Logic to have no value, and
accordingly wrote off these assets during 1996 against the gain on sale.
Subsequent to the sale, Applied Logic, Inc. changed its name to Thunderstone
Group, Inc., and the Company changed its name from Thunderstone Group, Inc.
to Cronus Corporation. The Company's equity in AGAA's and TGII's net losses
during the period January 1, 1996 through February 27, 1996 was zero. The
Company's equity in the net losses of these subsidiaries totaled $3,114 for
the period October 18, 1995 through December 31, 1995.
On July 18, 1996, the Company sold the assets of its 100% owned subsidiary
PBAA for $100 cash and 250,000 shares of Company stock. The Company recorded
treasury stock of $250 and a loss of $3,721 relating to this transaction.
The Company's equity in PBAA's losses totaled $46,929 during the period
January 1, 1996 through July 18, 1996 and $1,000 during the period November
30, 1995 through December 31, 1995.
5. Notes Payable to Stockholders and Officers 1996
Unsecured demand note payable to a stockholder
bearing interest at 10% annually, this note was
converted to common stock in February, 1997 (Note 13). $347,400
Unsecured demand note payable to a stockholder
bearing interest of 8% annually. This note was
converted to common stock in February, 1997 (Note 13). 35,328
Unsecured demand note payable to an officer bearing
interest at 8% annually. This note was converted to
common stock in September, 1997 (Note 13). 22,500
$405,228
6. Income Taxes
At December 31, 1996, the Company had net operating loss carryforwards of
approximately $400,000 that may be offset against future income through 2011.
No tax benefit has been recorded in the financial statements since the
Company is unsure as to if or when the net operating loss carryforwards
would be realized. The potential benefit of the net operating loss
carryforwards and the deferred tax benefit of future timing differences is
approximately $180,000.
The income tax benefit for the years ended December 31, 1996 and 1995 is
comprised of the following amounts:
1996 1995
Current $ -0- $ -0-
Deferred
Federal 115,000 30,000
State 30,000 8,000
145,000 38,000
Valuation allowance (145,000) (38,000)
Total tax benefit $ -0- $ -0-
The Company's tax benefit differs from the benefit calculated using the
federal statutory income tax rate for the following reasons:
1995 1994
Statutory tax rate 35% 35%
State income taxes 9% 9%
Valuation allowance 44% 44%
Effective tax rate 0% 0%
The components of the net deferred tax asset are net operating loss
carryforwards, accrued salaries and accrued interest.
7. Related Party Transactions
During July 1996, the Company entered into employment contracts with two key
personnel that provide for minimum annual compensation of $223,000 and expire
in July, 2000 and 2002. The contracts contain provisions whereby $112,000
of annual compensation shall be deferred until July 1997, or until such time
as management determines the Company has generated sufficient cash flow.
At December 31, 1996, $212,297 of salaries and related taxes have been
included in accrued salaries and related payroll taxes on the accompanying
balance sheet.
In December 1996, an officer exercised options to purchase 2,000,000 shares
of restricted, unregistered common stock for $0.001 per share.
The Company granted an officer options to purchase 550,000 shares of
restricted, unregistered, common stock in connection with the Stock Option
Plan described below. The options may be exercised on an installment basis
during the period February, 1997, through July, 1997, in accordance with the
terms of the agreement. The options were granted at the estimated market
price of $0.05 per share on the date of the grant, July 22, 1996, and expire
July 22, 2001.
During 1996, the Company paid $42,174 to officers of the Company for
consulting services, of which $23,930 has been expensed and $18,244 has been
capitalized in investment in mining claims.
In January 1996, the Company issued 1,035,000 shares of unrestricted stock
as payment for professional services. Current officers and directors have
received 320,000 shares under this offering for accounting and legal
services totaling $48,000.
8. Stock Option Plan
During 1995, the Company adopted a non-compensatory incentive stock option
plan (the Plan). The Plan provides for the granting of incentive stock
options by the Board to directors, officers and key employees of the Company.
Under the terms of the Plan, options granted have an exercise price of 110%
of the fair market value of the underlying stock at the date of grant.
Further, the options have a vesting period of one year and expire five years
from the date of grant.
The Company granted an officer options to purchase 2,000,000 shares of
restricted, unregistered common stock in connection with the Plan. The
options were granted at the estimated market price of $.001 per share on the
date of the grant, December 15, 1995. These options were exercised during
1996.
In July 1996, the Company granted an officer options to purchase 550,000
shares of restricted, unregistered common stock in connection with the Plan.
The options were granted at $.05 per share.
A summary of stock option activity during 1996 is as follows:
Number of Per share Total
Shares Average Price
Shares under option at
December 31, 1995 2,000,000 $ .001 $ 2,000
Granted 550,000 .05 27,500
Exercised 2,000,000 .001 (2,000)
Shares under option at
December 31, 1996 550,000 $ .05 $ 27,500
Shares exercisable at
December 31, 1996 -0- $ -0- $ -0-
9. Prior Period Adjustment
During 1997, the Company's transfer agent was notified that 291,855 shares
of common stock and 500,000 stock warrants were outstanding and had not been
reflected in the financial statements of the Company. The Company has
recorded the effect of this error as a charge to accumulated deficit as of
December 31, 1994. The correction of this error has no effect on net loss
or net loss per share for the years ended December 31, 1996 or 1995.
10. Investment in Mining Claims
During 1996, the Company purchased various mining claims in southern Arizona
for $130,504. The future realization of the cost of these mining claims is
dependent upon the claims becoming proven reserves. A proven reserve is the
estimated quantity of mineral which geological and engineering data
demonstrate with reasonable certainty to be recoverable in future years from
known reservoirs under existing economic and operating conditions.
Currently, these claims are considered unproven.
Based on current estimates, management does not feel a valuation allowance
against the cost of these claims is currently necessary. However, it is at
least reasonably possible that these estimates will change in the near term
due to one or more future events. The effect of the change would be material
to these financial statements.
In order to estimate any possible environmentally related liability, a phase
1 environmental site assessment was performed on each of the mining claims.
The assessment revealed no evidence of recognized environmental conditions.
11. Fair Value of Financial Instruments
Financial Accounting Standards Board Statement No. 107
"Disclosures about Fair Value of Financial Instruments" requires the
determination of fair value for certain of the Company's assets and
liabilities. When practicable, the following methods and assumptions were
used in estimating its fair value disclosures for such financial instruments
as defined by the Statement:
Cash and Cash Equivalents
The carrying amount reported in the balance sheet for cash and cash
equivalents approximates its fair value.
Accrued Payroll and Related Taxes, and Accrued Interest
The carrying amount reported in the balance sheet for accrued payroll and
related taxes, and accrued interest approximates its fair value.
Notes Payable to Shareholders
The carrying amount of the Company's borrowings from shareholders
approximates their fair value.
Investment in Mining Claims
It is not practicable to estimate the fair value of the Company's investment
in mining claims without incurring excessive cost. However, management feels
that the carrying amount approximates fair value at December 31, 1996.
12. Commitments and Contingencies
The Company is subject to a number of lawsuits and claims (some of which
involve substantial amounts) arising out of the conduct of its business prior
to 1982. These liabilities are not recorded in the accompanying financial
statements because the Company does not currently possess sufficient
information to reasonably estimate the amounts of liabilities to be recorded.
These liabilities could be material to the financial statements.
In December 1996, the Company executed a consulting agreement whereby the
Company is committed to issue 400,000 shares of registered, unrestricted
common stock in return for the consultant achieving various fundraising
goals, as specified in the agreement.
Future commitments in connection with employment agreements executed during
1996 with officers of the Company follows:
December 31
1997 $ 223,000
1998 223,000
1999 223,000
2000 207,000
2001 175,000
Thereafter 87,500
$ 1,138,500
13. Subsequent Events
In September 1996, the Company executed an agreement to sell 250,000 shares
of restricted, unregistered, common stock to Docu-Form Express for $0.50 per
share. In August 1997, 120,000 shares were issued pursuant to this agreement.
In February 1997, the Company exchanged 814,600 shares of restricted,
unregistered, common stock for a $407,300 note payable to Charles Kalav.
The Company recorded common stock of $815 and additional paid in capital of
$406,485 relating to this transaction.
In February 1997, the Company exchanged 70,744 shares of restricted,
unregistered, common stock for a $35,372 note payable to James Karten.
The Company recorded common stock of $71 and additional paid in capital of
$35,281 relating to this transaction.
The Company granted to an officer, options to purchase 500,000 shares of
restricted, unregistered, common stock in connection with the Stock Option
Plan. The options relate to services performed during the period August
1997, to January 1998 (the vesting period), and may be exercised on an
installment basis during the vesting period in accordance with the terms of
the grant. The options were granted at the estimated market price of $0.31
per share on the date of the grant, February 14, 1997. The options expire
February 2002.
In April 1997, the Company purchased 100% of the outstanding stock of
Petrosun Exploration and Production, Inc. through the issuance of 600,000
shares of restricted, unregistered common stock. Summarized, unaudited
financial information of Petrosun Exploration & Production, Inc. at March 31,
1997 follows: total assets $40,050, total liabilities $151,272, stockholders'
deficit $111,222. Revenues and expenses for the period from inception
(April 4, 1996) through March 31, 1997 totaled $-0- and $276,813,
respectively. Petrosun Exploration & Production, Inc. is also involved in
various legal proceedings, the outcome of which could have a materially
adverse effect on the financial position of the Company.
In April 1997, the Company executed a two-year employment agreement with a
key employee for $60,000 per year. The Company granted to this key employee,
options to purchase 2,400,000 shares of restricted, unregistered, common
stock in connection with the Plan. The options were granted at $.50 per
share.
In April 1997, the Company executed two notes payable totaling $57,500. The
notes bear interest at 10% and mature in twelve months.
In April 1997, the Company entered a Joint Venture agreement with Temple
Summit Financial Projects, Inc., for the purpose of operating a Limited
Liability Company. The purpose of the LLC is to develop gold deposits known
as the Moapa Project.
In April 1997, the Company executed an agreement with KLMN, Inc., whereby
the Company will receive $2,000 per week for 12 months. At the end of the
twelve months, the Company will issue 200,000 shares of unregistered,
restricted common stock in addition to a $104,000 note payable bearing
interest at 8%, maturing in one year. A total of $18,000 was paid by KLMN
as of October 2, 1997, which has been recorded as a note payable.
In April 1997, 500,000 outstanding stock warrants were exercised.
In May 1997, the Company amended two employment agreements with officers of
the Company. In addition to a combined annual salary of $235,000, the
officers ere granted a combined 1.5% over-riding royalty interest on all oil
and gas leaseholds.
In May 1997, the Company purchased for $12,000, an option to buy the
outstanding stock of Grayhawk Oil and Gas, a company owned by a key employee
and stockholder of Cronus Corporation.
In May 1997, the Company paid $5,000 towards the purchase of an oil and gas
concession. The purchase was subsequently abandoned and the $5,000 was
charged to expense.
In June 1997, the Company executed a consulting agreement with an individual
who will received Company stock upon achieving fund raising goals or if the
Company's stock reaches target prices.
In June 1997, the Company executed a two-year consulting agreement with a
director of the Company whereby the director will perform various consulting
services. As compensation for the services the director will receive 500,000
shares of common stock and an option to purchase an additional 500,000 shares.
Upon achieving various goals, the director will receive cash of $4,000 per
month, of which $1,000 will be applied toward the purchase of common stock.
In June 1997, the Company issued 400,000 shares of restricted, unregistered
common stock for $.25 per share.
In 1997, the Company paid $217,500 for various oil and gas leases located in
Louisiana.
In July 1997, the Company issued a $22,800 note payable to a stockholder.
In July 1997, Petrosun assigned a royalty interest in various oil and gas
leases to an unrelated corporation for $30,000 cash and the issuance of
60,000 shares of unregistered, restricted, common stock of Cronus.
In July 1997, the Company issued a $15,000 note payable to Tucson
Acquisition & Development, Inc. Profit Sharing Plan.
During 1997, the Company issued notes payable to Thermon Ltd. S.A. totaling
$41,425.
In August 1997, the Company sold 200,000 shares of restricted, unregistered
common stock to A&B Investments at $.50 per share.
In September 1997, an officer exercised an option to purchase 550,000 shares
of restricted, unregistered common stock. Payment for the exercise was the
cancellation of $22,500 of notes payable.
In August 1997, the fifteen year statute of limitations expired on the
liabilities not discharged in bankruptcy. Accordingly, the Company removed
the liabilities from the balance sheet and recorded an extraordinary gain
of $2,930,134.
