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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
(Mark One)
[ X] Annual report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required] for the fiscal year
ended December 31, 1997, or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] for the transition period
from to
Cimarron-Grandview Group, Inc.
(Exact name of registrant as specified in its charter)
State of Washington 91-0239195
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
601 West Main Avenue, Suite 714
Spokane, Washington 99201-0677
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) 509-455-9077
Securities registered under Section 12(b) of the Exchange Act:
Name of each exchange
Title of each class on which registered
None None
Securities registered under Section 12(g) of the Exchange Act: None
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X 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.
Yes X No
State issuer's revenues for its most recent fiscal year. ($85,492)
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked price of
such common equity, as of a specified date within 60 days. (See
definition of affiliate in Rule 12b-2 of the Exchange Act.) [Amended
in release No. 33-7419 (85,938), effective June 13, 1997, 62 F.R. 6387.]
$0.00
<PAGE>
Note: If determining whether a person is an affiliate will involve
an unreasonable effort and expense, the issuer may calculate the
aggregate market value of the common equity held by non-affiliates on
the basis of reasonable assumptions, if the assumptions are stated.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13, or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes No Not Applicable
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. 7,881,538
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g., Part I,
Part II, etc.) into which the document is incorporated: (1) any annual
report to security holders; (2) any proxy or information statement;
and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the
Securities Act of 1933 ("Securities Act"). The list documents should
be clearly described for identification purposes (e.g., annual report
to security holders for fiscal year ended December 24, 1990). None
Transitional Small Business Disclosure Format (check one): Yes No X
Total Pages: 26
Document Page: 2
****************************************************************************
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
(a) General Development of Business
The Registrant was incorporated in the State of Washington in 1927.
Historically, the Registrant was engaged in the mineral exploration
business. Although the Company currently holds interests in several
mineral exploration properties, the Registrant currently has no
active business operations.
The Registrant is currently seeking to acquire an interest in a
business opportunity. Due to the Registrant's limited assets, it
is anticipated that any such acquisition would be a "reverse
take-over" accomplished through a merger or share exchange. In such
event, the Registrant's existing shareholders would likely become
minority shareholders in the surviving entity. The Registrant is
currently evaluating acquisition opportunities.
(b) Narrative Description of Business
The Registrant has no active business operations. The Registrant is
currently seeking to acquire an interest in a business opportunity.
The Registrant currently holds interests in several mineral properties.
Mining related activities are subject to extensive federal, state and
local laws governing the protection of the environment, prospecting,
development, production, taxes, labor standards, occupational health,
mine safety, toxic substances and other matters. The costs associated
with compliance with such regulatory requirements are substantial and
possible future legislation and regulations could cause additional
expense, capital expenditures, and restrictions, the extent of which
cannot be predicted. Although the Registrant believes it and its
properties are in compliance with applicable laws and regulations,
amendments to current laws and regulations-the more stringent
implementation thereof or the adoption of new laws-could have a
materially adverse impact upon the Registrant.
The Registrant currently has no employees.
ITEM 2. DESCRIPTION OF PROPERTY
The Company has no officers or facilities. The Company's activities
are carried out from the office of one of its officers and directors.
The Registrant has acquired approximately 110 acres of mineral rights
and mining property known as the Scandia Property located in Stevens
County, Washington. The Registrant also owns 6,130 acres of patented
mineral rights and 72 acres of surface and mineral rights in Stevens
County, Washington. There are no known mineral reserves on the
Registrant's properties.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Registrant
is a party or of which any of its property is subject.
Document Page: 3
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders, through the
solicitation of proxies or otherwise.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
(a) Market Information
There is no established public trading market for the Registrant's
common equity. There has been no market nor reported quote for the
Registrant's common equity for the past two fiscal years and to the
date of this filing.
(b) Holders
There are approximately 2,800 holders of the Registrant's common
equity at the date hereof.
(c) Dividends
To the management's knowledge, the Registrant has never paid a
dividend. There is no plan to pay dividends for the foreseeable future.
(d) Unregistered Sales
During 1998, each of the four directors of the Company were granted
50,000 shares of stock at a deemed price of $.001 per share
representing a compensation equivalent of $50.00 per person.
Additionally, 36,000 shares of stock which had been authorized for
issue in 1994 to each of the four directors for service in 1993 was
issued in 1998.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION
General
Historically, the Company has been engaged in mineral exploration
activities. Exploration for commercially minable ore deposits is
highly speculative and involves risks greater than those involved
in the discovery of mineralization. Mining companies use the evaluation
work of professional geologists, geophysicists, and engineers in
determining whether to acquire an interest in a specific property, or
whether or not to commence exploration or development work. These
professionals are not always scientifically exact, and in some
instances result in the expenditure of substantial amounts of money
on a property before it is possible to make a final determination as
to whether or not the property contains economically minable ore bodies.
The economic viability of a property cannot be finally determined
until extensive exploration and development work, plus a detailed
economic feasibility study, has been performed. Also, the market
prices for mineralization produced are subject to fluctuation and
uncertainty, which may negatively affect the economic viability of
properties on which expenditures have been made.
Document Page: 4
<PAGE>
Given the foregoing risks and the Registrant's limited resources,
Management has decided not to remain actively engaged in mineral
exploration. The Company is currently attempting to sell its mineral
properties. The Registrant is currently seeking to acquire an interest
in a business opportunity. Due to the Registrant's limited assets, it
is anticipated that any such acquisition would be a "reverse take-over"
accomplished through a merger or share exchange. In such event, the
Registrant's existing shareholders would likely become minority shareholders
in the surviving entity.
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial Statements of the Company for the fiscal years ended
December 31, 1997, and 1996, which have been audited by Robert Moe
& Associates, P.S., are included elsewhere in this Form 10-KSB.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)
OF THE EXCHANGE ACT
Directors and Executive Officers
(a) Identification of Directors
Set forth below is the name, age and length of service of the
Company's present directors:
<TABLE>
Name (age) (1) Position Length of Service
_________________________ _____________ ___________________
<C> <S> <S>
William R. Green (59) Director Since 1993
Gregory B. Lipsker (47) Director Since 1993
Eunice R. Campbell (52) Director 1992 and 1994
(1) T. Glover Patterson served as a director of the Company from 1981
until the time of his death in February, 1998.
</TABLE>
The directors are elected for a one-year term and until their
successors have been elected and qualified. There are no arrangements
or understandings between any of the directors and other persons
pursuant to which such person was selected as a director .
(b) Identification of Executive Officers
Set forth below is the name, age and length of service of the
Company's present Executive Officers :
Document Page: 5
<PAGE>
<TABLE>
Name (age) (1) Position Length of Service
_________________________ _______________ ___________________
<C> <S> <S>
Gregory B. Lipsker (47) President Since 1998 (2)
William R. Green (59) Vice President/
Asst. Secretary Since 1993
Eunice R. Campbell (52) Secretary/
Treasurer Since 1992
(1) T. Glover Patterson served as president of the Company from
1983 until the time of his death in February, 1998
(2) Gregory B. Lipsker served as the Company's Secretary from 1983
until February, 1998
</TABLE>
Executive Officers are appointed to serve until the meeting of the
Board of Directors following the next annual meeting of shareholders
and until their successors have been elected and qualified. There are
no arrangements or understandings between any of the directors,
officers, and other persons pursuant to which such person was selected
as an Executive Officer.
Set forth below is certain biographical information regarding each
Director and Executive Officer of the Company.
Gregory B. Lipsker - Mr. Lipsker is a practicing attorney in Spokane,
Washington. Mr. Lipsker's practice emphasizes corporate and securities
matters. Mr. Lipsker is an Executive Officer and Director of Metaline
Mining and Leasing Company, a publicly-held, inactive mining exploration
company.
Dr. William R. Green - Dr. Green is a professional engineer and geologist
with more than 30 years experience in exploration and the management of
U.S. and Canadian Junior resource companies. Dr. Green is an Executive
Officer and Director of Metaline Mining and Leasing Company, a
publicly-held, inactive mining exploration company.
Eunice R. Campbell - Mrs. Campbell is a retired businesswoman. Prior to
her retirement in 1987, Mrs. Campbell was the owner of Spokane Guaranty
Company, a stock transfer agency. Mrs. Campbell is an Executive Officer
and Director of Metaline Mining and Leasing Company, a publicly-held,
inactive mining exploration company.
(c) Identification of Certain Significant Employees
The Registrant has no employees.
(d) Family Relationships
There is no family relationship between any Director, Executive Officer,
or person nominated or chosen by the Registrant to become a Director or
Executive Officer
(e) Involvement in Certain Legal Proceedings
No Director, or person nominated to become a Director or Executive
Officer, has been involved in any of the enumerated events during the
past five years.
Document Page: 6
<PAGE>
(f) Promoters and Control Persons
Not Applicable
Compliance with Section 16(a) of the Exchange Act
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Registrant pursuant to Section 240.16a-3 during its
most recent fiscal year and Form 5 and amendments thereto furnished
to the Registrant with respect to the most recent fiscal year, no
person who at any time during the fiscal year was a director, officer,
beneficial owner of more than ten percent of any class of equity
securities of the Registrant registered pursuant to Section 12 of the
Exchange Act, or any other person subject to Section 16 of the
Exchange Act with respect to the Registrant because of the requirements
of Section 30 of the Investment Company Act or Section 17 of the Public
Utility Holding Company Act ("reporting person) that failed to file on
a timely basis, as disclosed in the above Forms, reports required by
Section 16(a) of the Exchange Act during the most recent fiscal year
or prior fiscal years.
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Company to
its Chief Executive Officer and the four other highest paid officers
and executive officers whose total annual salary and bonus exceeded
$100,000 during the past three calendar years ("Executive Officers").
Except as set forth below, no officer or Executive Officer of the
Company received compensation in excess of $100,000 during the past
three calendar years. This information includes the dollar value of
base salaries, bonus awards and number of stock options granted, and
certain other compensation, if any.
(Space Left Intentionally Blank)
Document Page: 7
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
Long-Term Compensation
Annual Compensation Awards Payouts
______________________________________________ ______________________ ______________
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name Other Restricted Securities All
and Annual Stock Underlying LTIP Other
Principal Year Salary Bonus Comp. Awards(1) Options/ Payouts Comp.
Position ($) ($) ($) ($) SARs(#) ($) ($)
__________________ ____ _____ _____ ______ __________ __________ _______ ______
<C> <S> <S> <S> <S> <S> <S> <S> <S>
T. Glover
Patterson, 1995 $0 $0 $0 $50 -0- $0 $0
President and
Director 1996 $0 $0 $0 $525 -0- $0 $525
1997 $0 $0 $0 $525 -0- $0 $525
Gregory B. Lipsker 1995 $0 $0 $0 $50 -0- $0 $0
Secretary and
Director 1996 $0 $0 $0 $525 -0- $0 $525
1997 $0 $0 $0 $525 -0- $0 $525
William R. Green 1995 $0 $0 $0 $50 -0- $0 $0
Vice President and 1996 $0 $0 $0 $525 -0- $0 $525
Director 1997 $0 $0 $0 $525 -0- $0 $525
Eunice R. Campbell 1995 $0 $0 $0 $36 -0- $0 $0
Treasurer and
Director 1996 $0 $0 $0 $525 -0- $0 $525
1997 $0 $0 $0 $525 -0- $0 $525
1 During fiscal years 1995 - 1997, each Director of the Registrant
received a grant of 50,000 shares. The common equity, for which there
is no public trading market, was valued at $.001 per share, representing
an annual compensation equivalent of $50 per Director. No other
compensation was paid to any Director or Executive Officer of the
Registrant, except for a $50 Director's fee for each Director's meeting
attended during 1995 and directors' fees of $525 per director for 1996
and 1997.
</TABLE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets out as of the date hereof, the names and
shareholdings of beneficial owners known to the Company to own more
than five percent (5%) of the common stock of the Company, each director
and executive officer of the Company, and the shareholdings of all
directors and executive officers as a group. At such date, the number of
issued and outstanding shares of common stock of the Company was
7,881,538.
Document Page: 8
<PAGE>
<TABLE>
Amount and Nature of
Beneficial Ownership
Name of Person (all direct unless
or Group (1) otherwise noted) % of class
___________________________________ ____________________________ ____________
<C> <S> <S>
Principal Shareholders:
Maynard Irving Estate 489,016 6.2%
E. 1312 56th
Spokane, WA 99223
T. Glover Patterson Estate 589,000 7.47%
10 W. Salmon
Spokane, WA 99218-1949
Cede & Co 421,007 5.34%
P.O. Box 20
Bowling Green Station
New York, NY 10274
Directors and Executive Officers:
Eunice R. Campbell 407,000 5.16%
301 S. Chestnut, Ste. #6
Spokane, WA 99204
William Green 586,000 7.44%
905 W. Riverside, Ste. 311
Spokane, WA 99201
Greg Lipsker 843,000 10.70%
714 Washington Mutual Financial Center
601 W. Main Avenue
Spokane, WA 99201
All executive officers and 1,826,000 23.30%
directors as a group (3 persons)
(1) The positions of those persons who are directors or executive
officers of the Registrant are set out in Item 10.
</TABLE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Transactions with Management and Others
In February, 1998, two Directors, William Green and Greg Lipsker, each
exercised options to acquire 400,000 shares of the Company's common stock
at a price of $.005 per share. The options were granted in 1994
consideration of services performed by the individuals on behalf of the
Registrant. Each of optionees paid the $2,000 option price with a 12
month non-recourse 8% promissory note. The shares purchased are held
by the Registrant as collateral for the promissory notes.
(b) Certain Business Relationships
None
Document Page: 9
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of the report:
1. Financial Statements
Accountants' Report
Balance Sheet
December 31, 1997 and 1996
Statement of Income (Loss) and Retained Earnings (Deficit)
for the years ended December 31, 1997, 1996, and 1995
Statement of Cash Flows
for the years ending December 31, 1997, 1996, and 1995
Statement of Stockholders' Equity
2. Financial Statement Schedules
Schedule 1 - Marketable Securities-Other Investments
for the years ending December 31, 1997 and 1996
3. Exhibits required by Item 601
(2) Plan of Acquisition, reorganization, arrangement,
liquidation or succession.(1)
(3)(i) Articles of Incorporation (2)
(3)(ii) Bylaws. (2)
(4) Instruments defining the rights of security holders,
including indentures. (1)
(9) Voting trust agreements. (1)
(10) Material contracts. (1)
(11) Statement re: computation of per share earnings. (1)
(12) Statements re: computation of ratios. (1)
(13) Annual report to security holders, Form 10Q
or quarterly report to security holders.(1)
(16) Letter re: change in certifying accountant. (1)
(18) Letter re: change in accounting principles .(1)
(19) Subsidiaries of the Registrant. (1)
(22) Publisher report regarding matters submitted
to vote of security holders. (1)
(23) Consents of Experts and counsel.
(24) Power of Attorney. (1)
(99) Additional Exhibits. (1)
(1) These items have either been omitted or are not applicable
(2) Incorporated by reference to previous filing
(b) No reports have been filed on Form 8-K during the last fiscal
quarter covered by this report.
(c) Exhibit (23), Consent of Account, is filed herewith
(d) Financial Statements are filed herewith
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT
TO SECTION 15(d) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS
Not Applicable
Document Page: 10
<PAGE>
CIMARRON-GRANDVIEW GROUP, INC.
CONTENTS
PAGE
Accountants' Report 1
Balance Sheet 2
Statement of Income 3
Statement of Cash Flows 4
Statement of Stockholders' Equity 5
Notes to Financial Statements 6-10
Accountants' Report on Supplemental Information 11
Schedule I - Marketable Securities - Other Investments 12
Selected Financial Data 13
Consent of Certified Public Accountants 14
Document Page: 11
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Cimarron-Grandview Group, Inc.
Spokane, Washington
We have audited the accompanying balance sheet of CIMARRON-GRANDVIEW
GROUP, INC. (A Washington Corporation) as of December 31, 1997 and 1996,
and the related statements of income and retained earnings, stockholders'
equity and cash flows for each of the three years in the period ended
December 31, 1997. 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 audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our 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 CIMARRON-GRANDVIEW
GROUP, INC. (A Washington Corporation) as of December 31, 1997 and 1996,
and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 1997 in conformity with generally
accepted accounting principles.
/s/ ROBERT MOE & ASSOCIATES, P.S.
Spokane, Washington
March 16, 1998
FS-1
Document Page: 12
<PAGE>
CIMARRON-GRANDVIEW GROUP, INC.
(A Development Stage Company)
BALANCE SHEET
December 31, 1997 and 1996
<TABLE>
DECEMBER 31, DECEMBER 31,
1997 1996
____________ ____________
<C> <S> <S>
ASSETS
CURRENT ASSETS
Cash in bank $ 1,248 $ 1,021
Composite cash fund 3,979 10,162
Prudential Bache 3,070 12,313
____________ ____________
Total Current Assets 8,297 23,496
____________ ____________
SECURITIES 24,774 29,022
____________ ____________
MINING PROPERTIES 34,043 104,116
____________ ____________
Total Assets $ 67,114 $ 156,634
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 767 $ 3,987
____________ ____________
Total Current Liabilities 767 3,987
____________ ____________
STOCKHOLDERS' EQUITY
Common stock - No par value
50,000,000 shares authorized
7,081,538 - 1997; 6,737,538 -
1996; issued and outstanding 74,700 72,292
Paid in capital 513,127 512,095
Unrealized loss, marketable
securities (26,387) (22,139)
Retained earnings (deficit)
accumulated during the
development stage (495,065) (409,573)
____________ ____________
66,375 152,675
Less treasury stock at cost
(284 shares) (28) (28)
____________ ____________
Total Stockholders' Equity 66,347 152,647
____________ ____________
Total Liabilities and
Stockholders' Equity $ 67,114 $ 156,634
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements
FS-2
Document Page: 13
<PAGE>
CIMARRON-GRANDVIEW GROUP, INC.
(A Development Stage Company)
STATEMENT OF INCOME (LOSS)
For the years ended December 31, 1997, 1996 and 1995
<TABLE>
1997 1996 1995
____________ ____________ ____________
<C> <S> <S> <S>
INCOME
Dividend & interest
income $ 1,181 $ 1,752 $ 2,006
Timber sale - 1,000 1,000
____________ ____________ ____________
Total income 1,181 2,752 3,006
____________ ____________ ____________
EXPENSES
Directors' fees 5,740 4,660 3,740
Professional fees 9,577 2,550 2,363
Office rent & telephone 310 310 310
Office expense 115 459 196
Real & property taxes 481 502 624
Taxes, licenses, and fees 331 259 264
____________ ____________ ____________
16,554 8,740 7,497
____________ ____________ ____________
INCOME (LOSS) BEFORE OTHER
INCOME AND (EXPENSES) (15,373) (5,988) (4,491)
____________ ____________ ____________
OTHER INCOME AND (EXPENSES)
Income (loss) from
Partnership interests (119) 522 (6)
Impairment of long - lived
asset (70,000) - -
____________ ____________ ____________
(70,119) 522 (6)
____________ ____________ ____________
INCOME (LOSS) BEFORE
PROVISION FOR FEDERAL
INCOME TAXES (85,492) (5,466) (4,497)
PROVISION FOR FEDERAL
INCOME TAXES - - -
____________ ____________ ____________
NET INCOME (LOSS) $ (85,492) $ (5,466) $ (4,497)
============ ============ ============
INCOME (LOSS) PER SHARE $ (0.01) $ NIL $ NIL
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
FS-3
Document Page: 14
<PAGE>
CIMARRON-GRANDVIEW GROUP, INC.
(A Development Stage Company)
STATEMENT OF INCOME (LOSS)
For the years ended December 31, 1997, 1996 and 1995
<TABLE>
1997 1996 1995
____________ ____________ ____________
<C> <S> <S> <S>
CASH FLOWS PROVIDED (USED) IN
OPERATING ACTIVITIES:
Net income (Loss) $ (85,492) $ (5,466) $ (4,497)
Noncash expenses
included in income:
Income (Loss) from
partnership interest 73 (573) (57)
Stock issued for services 3,440 2,560 -
Impairment loss on Scandia
property 70,000 - -
Increase (Decrease) in current
assets and liabilities:
Accounts payable (3,220) - 2,940
____________ ____________ ____________
Net cash (used) by
operating activities (15,199) (3,479) (1,614)
____________ ____________ ____________
NET INCREASE (DECREASE) IN CASH (15,199) (3,479) (1,614)
CASH AT BEGINNING OF PERIOD 23,496 26,975 28,589
____________ ____________ ____________
CASH AT END OF PERIOD $ 8,297 $ 23,496 $ 26,975
============ ============ ============
SUPPLEMENTAL DISCLOSURES
OF CASH FLOW INFORMATION:
Cash and cash equivalents:
Cash in bank - checking $ 1,248 $ 1,021 $ 1,691
Composite cash fund 3,979 10,162 14,050
Prudential-Bache account 3,070 12,313 11,234
____________ ____________ ____________
$ 8,297 $ 23,496 $ 26,975
============ ============ ============
Cash Paid For:
Income taxes $ - $ - $ -
Interest - - -
SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES:
Additional common stock
issued for services 3,440 4,000 -
Increase (decrease) in
investment in partnership
interests (73) 573 57
The Company has adopted Statement of Financial Accounting Standards
No. 95, Statement of Cash Flows. For purposes of this statement,
short-term investments which have an initial maturity of ninety
days or less are considered cash equivalents.
The accompanying notes are an integral part of these financial statements.
FN-4
Document Page: 15
<PAGE>
CIMARRON-GRANDVIEW GROUP, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
*begin 9pt type*
</TABLE>
<TABLE>
Treasury
Number of Capital Loss in Retained Stock
Shares Common Excess of Marketable Earnings at
Outstanding Stock Par Value Securities (Deficit) Cost Total
___________ _________ __________ __________ __________ _________ __________
<C> <S> <S> <S> <S> <S> <S> <S>
Balance at
Dec. 31, 1994 6,337,538 $ 69,492 $ 510,895 $ (21,581) $ (399,610) $ (28) $ 159,168
Unrealized gain
in Marketable
Securities - - - 594 - - 594
Net Loss - 1995 (4,497) - (4,497)
___________ _________ __________ __________ __________ _________ __________
Balance at
Dec. 31, 1995 6,337,538 69,492 510,895 (20,987) (404,107) (28) 155,265
Unrealized loss
in Marketable
Securities - - - (1,152) - - (1,152)
Shares issued to
Directors for
Services, 6/27/96 400,000 2,800 1,200 - - - 4,000
Net Loss - 1996 - - - - (5,466) - (5,466)
___________ _________ __________ __________ __________ _________ __________
Balance at
Dec. 31, 1996 6,737,538 72,292 512,095 (22,139) (409,573) (28) 152,647
Unrealized loss
in Marketable
Securities - - - (4,248) - - (4,248)
Shares issued to
Directors for
Services, 12/31/97 344,000 2,408 1,032 - - - 3,440
Net Loss - 1997 - - - - (85,492) - (85,492)
___________ _________ __________ __________ __________ _________ __________
Balance at
Dec. 31, 1997 7,081,538 $ 74,700 $ 513,127 $ (26,387) $(495,065) $ (28) $ 66,347
=========== ========= ========== ========== ========== ========= ==========
</TABLE>
*end 9 pt type*
The accompanying notes are an integral part of these financial statements.
FS - 5
Document Page: 16
<PAGE>
CIMARRON-GRANDVIEW GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
1 - ORGANIZATION
The Company is currently in the development stage. The Company is trying
to develop its present mining interest through leases or options to
companies with resources sufficient to develop these properties for
production. Also, the company is currently evaluating prospective
properties for possible acquisition and exploration.
2 - ACCOUNTING POLICIES
A. The Company's records are maintained on the accrual method of
accounting.
B. The Company capitalizes all acquisition and exploration costs on
all non-operating mining properties and mineral rights for
accounting and income tax purposes. Upon commencement of
operations, the capitalized costs will be amortized based on
proven or probable reserves by the unit of production method so
that each unit produced is assigned a pro rata portion of the
unamortized acquisition costs.
C. Capitalized costs are charged to operations when title to the
property has expired or when management feels the properties are
not economically feasible to develop or hold for future development.
D. 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 disclosures of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.
3 - SECURITIES
At December 31, 1997, the Company held the following:
The Company owned 35,000 shares of Capitol Silver Mines, Inc.
Capitol Silver Mines, Inc. is in the development stage and as of this
date is unproductive.
The Company owned 15,000 shares of Thunder Mountain Gold, Inc. Thunder
Mountain Gold is involved in gold and silver mining operations and
explorations.
The Company owned 44 1 oz. Krugerrands and 350 1 oz. silver rounds.
The Company owned 973 shares of P.B. Gov Sec Tr Inter held by
Prudential Bache.
The Company owned 31,151 shares of Carson Industries Corporation.
Carson Industries Corporation is currently involved in oil and gas.
FN-6
Document Page: 17
<PAGE>
CIMARRON-GRANDVIEW GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
3 - SECURITIES (continued)
The Corporation has adopted Statement of Financial Accounting Standards
(SFAS) No. 115, Accounting for Certain Investments in Debt and Equity
Securities. SFAS No. 115 establishes generally accepted accounting
principles for the financial accounting and measurement and disclosure
principles for (1) investments in equity securities that have readily
determinable fair market value and (2) all investments in debt
securities. The change had no effect on prior years' results. All of
the marketable securities held by CIMARRON-GRANDVIEW GROUP, INC.
consist of securities "available-for-sale", as defined by SFAS No. 115.
The basis on which cost is determined in computing realized gain or loss
is the specific identification method.
The following information is as of December 31, 1997 and 1996:
<TABLE>
1997 1996
__________ __________
<C> <S> <S>
Aggregate fair value of marketable securities $ 24,774 $ 29,022
Gross unrealized holding losses 26,387 22,139
Amortized cost basis 51,161 51,161
</TABLE>
Changes in marketable securities for the twelve months ended December 31,
1997 and 1996 are as follows:
<TABLE>
1997 1996
__________ __________
<C> <S> <S>
Cost, as of January 1, $ 51,161 $ 51,161
Unrealized loss, as of December 31, (26,387) (22,139)
__________ __________
Fair market value, as of December 31, $ 24,774 $ 29,022
========== ==========
</TABLE>
4 - MINING PROPERTIES CAPITALIZED
AMOUNT
The company acquired approximately 110 acres of
the mineral rights and mining property known as the
Scandia property located in Stevens County, Washington.
The Company capitalizes those costs of exploration and
development (incurred or acquired) which, in the opinion
of management, benefit future periods. These costs will
be used to offset future production on the properties
or will be written off if the related property is
abandoned, or if data does not delineate a commercial
ore body. The Company recorded a non-cash impairment
loss of $70,000 during 1997 related to the write-down of
the Scandia property. This asset was written down to its
fair value based on a proposed sale to take place in 1998.
The recognition of this impairment was in accordance with
the
FN-7
Document Page: 18
<PAGE>
CIMARRON-GRANDVIEW GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
4 - MINING PROPERTIES (continued) CAPITALIZED
AMOUNT
provisions of Statement of Financial Accounting
Standards No. 121 - Accounting for the impairment of
long-lived assets and for long-lived assets to be
disposed of. $ 30,000
The Company owns approximately 72 acres of surface and
mineral rights located in Northern Stevens County 0
The Company owns approximately 6,130 acres of patented
mineral rights located in Northern Stevens County 0
In July of 1985, Cimarron-Grandview Group, Inc. purchased two units of
Pondera Partners, LTD., a drilling project located in Teton County,
Montana. Total cost was $12,000. The partnership has elected to treat
intangible drilling costs as a current expense deductible in the year in
which paid or incurred.
<TABLE>
PARTNERSHIP INTERESTS
December 31, 1995, 1996, and 1997
Capital
Contri-
Buted Ordinary
Beginning During Income Distrib- Ending
Capital Year (loss) tions Capital
_________ __________ _________ __________ _________
<C> <S> <S> <S> <S> <S>
Pondera Partner, Ltd.
1995 $ 3,486 $ - $ - $ - $ 3,486
_________ __________ _________ __________ _________
Balance at Dec. 31, 1995 $ 3,486 $ - $ - $ - $ 3,486
========= ========== ========= ========== =========
Pondera Partner, Ltd.
1996 $ 3,435 $ - $ 573 $ - $ 4,116
_________ __________ _________ __________ _________
Balance at Dec. 31, 1996 $ 3,435 $ - $ 573 $ - $ 4,116
========= ========== ========= ========== =========
Pondera Partner, Ltd.
1997 $ 4,116 $ - $ (73) $ - $ 4,043
_________ __________ _________ __________ _________
Balance at Dec. 31, 1997 $ 4,116 $ - $ (73) $ - $ 4,043
========= ========== ========= ========== =========
</TABLE>
FN-8
Document Page: 19
<PAGE>
CIMARRON-GRANDVIEW GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
5 - COMMON STOCK
At December 31, 1997, the Company's independent transfer agent reported
that 7,081,538 shares of common stock were outstanding.
The Articles of Incorporation were amended March 31, 1982 to reclassify
shares and reduce capital to $350,000. The authorized capital of this
corporation shall consist of 50,000,000 common capital no par value
shares. Each share of the capital stock of the par value of $.10 per
share previously outstanding was changed to one share of no par value
common stock.
The Articles of Incorporation were amended July 11, 1990 to change the
name of the Corporation from Grandview Mines, Inc. to Cimarron Gas &
Oil, Inc.
The Articles of Incorporation were amended again on July 25, 1990 to
change the name of the Corporation from Cimarron Gas & Oil, Inc. to
Cimarron-Grandview Group, Inc.
6 - FEDERAL INCOME TAXES
At December 31, 1997 the Company had net operating loss carryforward
of $222,402 which is available to offset future taxable income.
Expiration dates are as follows:
<TABLE>
Amount Expiration Date
__________ _______________
<C> <S>
$ 9,965 1999
0 2000
0 2001
0 2002
0 2003
106,297 2004
61,852 2005
9,032 2006
5,097 2007
347 2008
4,357 2009
4,497 2010
5,466 2011
15,492 2012
__________ _______________
$ 222,402
</TABLE>
The Company adopted SFAS No. 109 for its calendar year 1992. This has
no effects on the financial statements due to the fact that there are
no material timing differences which would produce a deferred income
tax liability or asset. Based on the pattern of net losses, management
believes that it is not prudent to assume that net operating loss
carryforwards will provide future tax benefits that should be recorded
as a deferred tax asset.
FN-9
Document Page: 20
<PAGE>
CIMARRON-GRANDVIEW GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
7 - LEASES
The Company does not lease any equipment or office space. The Company
does not own any equipment.
8 - CASH EQUIVALENTS
Composite cash fund represents a money market fund with a balance at
December 31, 1997 of $3,979 with a current yield of 5.18%.
Prudential Bache represents a money market fund with a balance at
December 31, 1997 of $3,070 with a current yield of 5.21%.
9 - LETTER OF INTENT
The Company has outlined a proposal for a share exchange where by
Cimarron Grandview Group, Inc. ("Cimarron") will acquire all of the
outstanding shares of common stock on Concorde Diversified, Inc.
("CDI") in exchange for authorized but unissued shares of common
stock of Cimarron.
Under the terms of the letter of intent, Cimarron will effect a 10:1
reverse split of its common stock. Thereafter CDI shareholders will
exchange 100% of CDI common stock for shares of Cimarron common stock.
Immediately after the share exchange Cimarron will be owned as
follows: former CDI shareholders 87.5%, current Cimarron shareholders
10%, and 2.5% by certain unaffiliated finders.
10 - SUBSEQUENT EVENT
On February 3, 1998, options to acquire 400,000 shares of Cimarron
common stock were exercised by Greg Lipsker and William R. Green (both
directors of the Company). The exercised price is $.005 per share,
payable by a one year non-recourse promissory note bearing interest
at 8% per annum.
FN-10
Document Page: 21
<PAGE>
ACCOUNTANTS' REPORT ON SUPPLEMENTAL INFORMATION
Board of Directors
Cimarron-Grandview Group, Inc.
Spokane, Washington
Our report on our audits of the basic financial statements of
Cimarron-Grandview Group, Inc. for 1997 and 1996 appears on page two.
Those audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The schedule of
Marketable Securities - Other Investments for the years ended
December 31, 1997 and 1996 is presented for purposes of additional
analysis and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied
in the examination of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ ROBERT MOE & ASSOCIATES, P.S.
Spokane, Washington
March 16, 1998
FN-11
Document Page: 22
<PAGE>
CIMARRON-GRANDVIEW GROUP, INC.
(A Development Stage Company)
SCHEDULE 1 - MARKETABLE SECURITIES - OTHER INVESTMENTS
for the years ended December 31, 1997 and 1996
<TABLE>
DECEMBER 31, 1997
Column A Column B Column C Column D Column E
____________ ____________ ____________ ____________
Amount at
Number Market Which Issue
of Shares Cost of Value is Carried on
Issuer or Units Issue of Issue Balance Sheet
____________ ____________ ____________ ____________
<C> <S> <S> <S> <S>
Capitol Silver Mines, Inc. 35,000 $ 817 - -
Thunder Mountain Gold, Inc. 15,000 12,750 450 450
Krugerrands 44 18,275 12,760 12,760
P.B. Gov Sec.Tr. Inter 973 10,002 9,487 9,487
Silver Rounds 350 oz. 4,126 2,077 2,077
Carson Industries Corp. 31,151 5,191 - -
____________ ____________ ____________
$ 51,161 $ 24,774 $ 24,774
============ ============ ============
DECEMBER 31, 1996
Column A Column B Column C Column D Column E
____________ ____________ ____________ ____________
Amount at
Number Market Which Issue
of Shares Cost of Value is Carried on
Issuer or Units Issue of Issue Balance Sheet
____________ ____________ ____________ ____________
<C> <S> <S> <S> <S>
Capitol Silver Mines, Inc. 35,000 $ 817 $ 350 $ 350
Thunder Mountain Gold, Inc. 15,000 12,750 750 750
Krugerrands 44 18,275 16,280 16,280
P.B. Gov Sec.Tr. Inter 973 10,002 9,360 9,360
Silver Rounds 350 oz. 4,126 1,659 1,659
Carson Industries Corp. 31,151 5,191 623 623
____________ ____________ ____________ ____________
$ 51,161 $ 29,022 $ 29,022
============ ============ ============
See accountants report on supplemental information
FN-12
Document Page: 23
<PAGE>
CIMARRON-GRANDVIEW GROUP, INC.
(A Development Stage Company)
SELECTED FINANCIAL DATA
</TABLE>
<TABLE>
Years Ended December 31,
___________________________________________________________________
1993 1994 1995 1996 1997
___________ ___________ ___________ ___________ ___________
<C> <S> <S> <S> <S> <S>
Current Assets $ 37,603 $ 28,589 $ 26,975 $ 23,496 $ 8,297
Current Liabilities - 267 3,207 3,987 767
___________ ___________ ___________ ___________ ___________
Working Capital 37,603 28,322 23,768 19,509 7,530
Total Assets 164,291 159,435 158,472 156,634 67,114
Long Term Debt - - - - -
Stockholders' Equity 164,291 159,168 155,265 152,647 66,347
SELECTED INCOME STATEMENTS DATA:
1993 1994 1995 1996 1997
___________ ___________ ___________ ___________ ___________
<C> <S> <S> <S> <S> <S>
Gross Income $ 3,314 $ 2,630 $ 2,898 $ 2,752 $ 1,181
Operating Expenses (8,409) (3,124) (7,091) (8,740) (15,373)
Other Income and (Expense) 332 2,947 (164) 522 (70,119)
Income Taxes - - - - -
___________ ___________ ___________ ___________ ___________
Net Income (Loss) $ (4,943) $ 2,453 $ (4,357) $ (5,466) $ (85,492)
=========== =========== =========== =========== ===========
Earnings (Loss) per
share of common stock$ NIL $ NIL $ NIL $ NIL $ (0.01)
=========== =========== =========== =========== ===========
Weighted average
number of shares
outstanding 6,193,538 6,263,763 6,337,538 6,532,606 6,737,538
FN-13
Document Page: 24
<PAGE>
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Cimarron-Grandview Group, Inc.
Spokane, Washington
We hereby consent to the use of our opinion, dated March 16, 1998 on
the financial statements of CIMARRON-GRANDVIEW GROUP, INC. for the
years ended December 31, 1997 and 1996 in the Form 10-KSB.
/s/ ROBERT MOE & ASSOCIATES, P.S.
Spokane, Washington
March 16, 1998
FN-14
Document Page: 25
<PAGE>
***************************************************************************
SIGNATURES
***************************************************************************
In accordance with Section 13 or 15(d) of the Exchange Act , the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CIMARRON-GRANDVIEW GROUP, INC.
By: /s/ Gregory B. Lipsker
_________________________________
GREGORY B. LIPSKER, President
(Principal Executive Officer)
By: /s/ Eunice R. Campbell
_________________________________
EUNICE R. CAMPBELL, Secretary/Treasurer
(Principal Financial Officer)
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
/s/ Gregory B. Lipsker 3/30/98
_________________________________________ _________________
GREGORY B. LIPSKER, Date
Director
/s/ William R. Green 3/30/98
_________________________________________ _________________
WILLIAM R. GREEN, Date
Director
/s/ Eunice Campbell 3/30/98
_________________________________________ _________________
EUNICE CAMPBELL, Date
Director
Document Page: 26
</TABLE>
