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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, 1999, 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. (X)
State issuer's revenues for its most recent fiscal year. $5,509.
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. 16,862,792
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: 20
***************************************************************************
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
(A) BUSINESS DEVELOPMENT
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) BUSINESS OF ISSUER
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.
(C) REPORTS TO SECURITY HOLDERS
You may read and copy any materials filed with the SEC at the SEC's Public
Reference Room at 450 Fifth Street, N. W., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1 (800) SEC-0330. The SEC maintains an Internet site (http://www.sec.gov)
that contains reports, proxy and information statements and other information
regarding the Company that is filed electronically with the SEC.
ITEM 2. DESCRIPTION OF PROPERTY
The Company has no offices or facilities. The Company's activities are carried
out from the office of one of its officers and directors.
The Registrant owns 6,130 acres of patented mineral rights and 38 acres of
surface and mineral rights in Stevens County, Washington. There are no known
mineral reserves on the Registrant's properties and no mineral exploration is
being conducted on the properties.
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
Neither the Registrant nor any of its property is subject to any material
pending legal proceedings.
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 fiscal year ended December 31, 1999 each of the three Directors of the
Registrant received a restricted stock grant of 50,000 shares. In February,
1999 the Company issued 400,000 shares to a director. The shares were issued at
a price of $.005 per share. Payment was made by a nonrecourse promissory note
secured by the shares of stock issued. In March, 1999 the Company sold 8,431,538
shares of restricted stock to an unaffiliated individual for an aggregate sales
price of $100,000. No fees or commissions were paid in connection with the sale
of these shares. All of the foregoing shares of restricted stock were issued
pursuant to a Section 4(2) exemption from registration under the Securities Act
of 1933, as amended.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION
PLAN OF OPERATION
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
<PAGE>
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.
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. The Registrant is
not currently in discussion or negotiation regarding the acquisition of any
specific business opportunity.
The Registrant believes that it can satisfy its cash requirements for the next
twelve months.
ITEM 7. FINANCIAL STATEMENTS
Financial Statements of the Company for the fiscal years ended December 31, 1998
and 1999 audited by LeMaster & Daniels PLLC, are included elsewhere in this Form
10-KSB.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
During the registrant's two most recent fiscal years and the subsequent interim
period, no independent accountant who was previously engaged as the principal
accountant to audit the registrant's financial statements, or independent
accountant who was previously engaged to audit a significant subsidiary and on
whom the principal accountant expressed reliance in its report, has resigned (or
indicated it has declined to stand for re-election after the completion of the
current audit) or was dismissed.
The Registrant has engaged LeMaster & Daniels PLLC as Independent Auditor for
the year ended December 31, 2000
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
(A) IDENTIFICATION OF DIRECTORS
Set forth below is the name, age and length of service of the Company's present
directors:
<TABLE>
NAME (AGE) POSITION LENGTH OF SERVICE
- ------------------------- -------- -------------------
<S> <C> <C>
William R. Green (61) Director Since 1993
Gregory B. Lipsker (49) Director Since 1993
Eunice R. Campbell (54) Director 1992 and 1994
</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 .
<PAGE>
(B) IDENTIFICATION OF EXECUTIVE OFFICERS
Set forth below is the name, age and length of service of the Company's present
Executive Officers :
<TABLE>
NAME (AGE) POSITION LENGTH OF SERVICE
- ------------------------ ------------------------------- -------------------
<S> <C> <C>
Gregory B. Lipsker (49) President Since 1998 (1)
William R. Green (61) Vice President/Asst. Secretary Since 1993
Eunice R. Campbell (54) Secretary/Treasurer Since 1992
</TABLE>
(1) Gregory B. Lipsker served as the Company's Secretary from 1983 until
February, 1998
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 - William R. Green is a mining engineer and geologist, and
was a professor of mining engineering at the University of Idaho from 1965 to
1983. He has been actively involved in the mining business since 1962 and is a
former officer and director of Yamana Resources and currently an officer and
director of Canadian public companies: Maya Gold Limited and Petromin Resources
Ltd., and US companies Mines Management, Inc. and Metaline Mining and Leasing
Co.
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.
(F) PROMOTERS AND CONTROL PERSONS
Not Applicable
<PAGE>
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, all executive officers, directors and beneficial
owner of more than ten percent of any class of equity securities of the
Company registered pursuant to Section 12 of the Exchange Act of the Company
timely filed the reports required under Section 16(a) of the Securities Exchange
Act of 1934, as amended except that one form 5 reporting of a single transaction
was filed late for Mr. Albert Zlotnick.
ITEM 10. EXECUTIVE COMPENSATION
(A) EXECUTIVE OFFICERS
The following table sets forth the compensation paid by the Company to its Chief
Executive Officer and any other executive officers whose total annual salary
and bonus exceeded $100,000 during the past three fiscal years ("Executive
Officers"). Except as set forth below, no officer or Executive Officer of the
Company received compensation in excess of $100,000 during the past three
calendar years. This information includes the dollar value of base salaries,
bonus awards and number of stock options granted, and certain other
compensation, if any.
<TABLE>
Summary Compensation Table
- ----------------------------
Long-Term Compensation
Annual Compensation Awards Payouts
- ---------------------------------------------- ---------------------- -----------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name Other Restricted Securities
and Annual Stock Underlying LTIP All Other
Principal Year Salary Bonus Comp. Awards(1) Options/ Payouts Comp.
Position ($) ($) ($) ($) SARs(#) ($) ($)
- ------------------ ---- ------ ----- ------ ---------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
T. Glover
Patterson
President 1997 $0 $0 $0 $0 -0- $0 $0
Gregory B.
Lipsker
President(98-99) 1998 $0 $0 $0 $0 -0- $0 $0
1999 $0 $0 $0 $0 -0- $0 $0
</TABLE>
COMPENSATION FOR LAST FISCAL YEAR
<TABLE>
Cash Compensation Security Grants
- ------------------------------------------- ------------------------------------------
Number of
Annual Meeting Consulting Number of Securities
Retainer Fees ($) Fees/Other Shares (#) Underlying
Name Fees ($) Fees ($) Options/SARs(#)
(a) (b) (c) (d) (e) (f)
- ------------------ --------- ------------ ------------ ------------- ---------------
<S> <C> <C> <C> <C> <C>
Gregory Lipsker $500 -0- -0- 50,000 0
William R. Green $500 -0- -0- 50,000 0
Eunice Campbell $500 -0- -0- 450,000 0
</TABLE>
<PAGE>
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 16,862,792.
<TABLE>
Amount and Nature of
Beneficial Ownership
Name of Person (all direct unless
or Group (1) otherwise noted) % of Class
- ---------------------------------- ------------------------ ----------
<S> <C> <C>
Principal Shareholders:
- ------------------------
Albert Zlotnick 8,431,538 50.00 %
301 City Ave.
Bala Cynwyd,PA 19004
Directors and Executive Officers:
- ---------------------------------
Eunice R. Campbell 821,000 4.87 %
301 S. Chestnut, Ste. #6
Spokane, WA 99204
William Green 636,000 3.77 %
905 W. Riverside, Ste. 311
Spokane, WA 99201
Greg Lipsker 887,000 5.20 %
714 Washington Mutual
Financial Center
601 W. Main Avenue
Spokane, WA 99201
All executive officers and 2,344,000 13.90%
directors as a group (3 persons)
</TABLE>
(1) The positions of those persons who are directors or executive officers
of the Registrant are set out in Item 9.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(A) TRANSACTIONS WITH MANAGEMENT AND OTHERS
None
(B) CERTAIN BUSINESS RELATIONSHIPS
None
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a). Exhibits required by Item 601 (1)
(3)(i) Articles of Incorporation (2)
(3)(ii) Bylaws. (2)
(13) Annual report to security holders, Form 10Q
or quarterly report to security holders. (2)
(1) Omitted Exhibits not applicable
(2) Incorporated by reference to previous filing
Financial Statements
Independent Auditors' Reports
Balance Sheets at December 31, 1999 and 1998
Statements of Income (Loss))
for the years ended December 31, 1999, and 1998
Statements of Stockholders' Equity
for the years ended December 31, 1997 - 1999
Statements of Cash Flows
for the years ending December 31, 1999, and 1998
Notes to Financial Statements
(b) No reports have been filed on Form 8-K during the last fiscal quarter
covered by this report.
<PAGE>
FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS' REPORT
DECEMBER 31, 1999 AND 1998
CIMARRON-GRANDVIEW GROUP, INC.
CONTENTS
Page
INDEPENDENT AUDITORS' REPORT 2
FINANCIAL STATEMENTS:
Balance sheets 3
Statements of income 4
Statements of stockholders' equity 5
Statements of cash flows 6
Notes to financial statements 7-9
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
Cimarron-Grandview Group, Inc.
Spokane, Washington
We have audited the accompanying balance sheets of Cimarron-Grandview Group,
Inc. (a Washington corporation) as of December 31, 1999 and 1998, and the
related statements of income, stockholders' equity, and cash flows for the years
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe 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., as of December 31, 1999 and 1998, and the results of its operations and
its cash flows for the years then ended, in conformity with generally accepted
accounting principles.
/s/ Lemasters & Daniels PLLC
Spokane, Washington
March 8, 2000
Accountants' page 2
<PAGE>
CIMARRON-GRANDVIEW GROUP, INC.
BALANCE SHEETS
<TABLE>
December 31,
--------------------------------
1999 1998
-------------- --------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 139,817 $ 24,988
Temporary cash investments 4,281 3,700
-------------- --------------
Total cash and cash equivalents 144,098 28,688
SECURITIES AVAILABLE-FOR-SALE 10,639 10,964
MINING PROPERTIES 4,122 3,911
-------------- --------------
$ 158,859 $ 43,563
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ - $ 2,267
-------------- --------------
Total current liabilities - 2,267
-------------- --------------
STOCKHOLDERS' EQUITY:
Common stock--50,000,000 shares,
no par value, authorized;
16,862,792 and 7,881,254 shares
issued and outstanding, respectively 693,949 591,799
Note receivable, stock purchase (6,320) (4,000)
Accumulated other comprehensive income:
Unrealized loss,
securities available-for-sale (26,872) (26,547)
Retained earnings (deficit) (501,898) (519,956)
-------------- --------------
Total stockholders' equity 158,859 41,296
-------------- --------------
$ 158,859 $ 43,563
============= ==============
</TABLE>
See accompanying notes to financial statements.
Accountants' page 3
<PAGE>
CIMARRON-GRANDVIEW GROUP, INC.
STATEMENTS OF INCOME
- ----------------------
<TABLE>
Years Ended December 31,
---------------------------
1999 1998
------------ ------------
<S> <C> <C>
INCOME:
Dividend and interest income $ 5,509 $ 764
------------ ------------
EXPENSES:
Directors' fees 150 1,500
Professional fees 8,711 19,707
Office expense 1,655 2,016
Taxes, licenses, and fees 1,579 930
------------ ------------
12,095 24,153
------------ ------------
LOSS BEFORE OTHER INCOME (EXPENSE) (6,586) (23,389)
------------ ------------
OTHER INCOME (EXPENSE):
Income (loss) from partnership interests 157 (182)
Gain (loss) on sale of mineral rights 24,487 (1,320)
------------ ------------
24,644 (1,502)
------------ ------------
NET INCOME (LOSS) $ 18,058 $ (24,891)
============ ============
BASIC EARNINGS (LOSS) PER SHARE NIL NIL
============ ============
</TABLE>
See accompanying notes to financial statements.
Accountants' page 4
<PAGE>
CIMARRON-GRANDVIEW GROUP, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY YEARS ENDED DECEMBER 31, 1999 AND 1998
- --------------------------------------------------------------------------
<TABLE>
Note Accumulated
Number of Receivable Other Retained
Shares Common Stock Comprehensive Earnings
Outstanding Stock Purchase Income (Deficit) Total
----------- --------- ---------- ------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
BALANCES,
DECEMBER 31, 1997 7,081,254 $ 587,799 $ - $ (26,387) $(495,065) $ 66,347
ADD (DEDUCT):
COMPREHENSIVE
INCOME:
Net loss - - - - (24,891) (24,891)
Unrealized loss in
marketable
securities - - - (160) - (160)
----------
COMPREHENSIVE
INCOME (LOSS) (25,051)
-----------
Shares issued in
exchange of note 800,000 4,000 (4,000) - - -
----------- --------- ---------- ------------- --------- ---------
BALANCES,
DECEMBER 31, 1998 7,881,254 591,799 (4,000) (26,547) (519,956) 41,296
ADD (DEDUCT):
COMPREHENSIVE
INCOME:
Net income - - - - 18,058 18,058
Unrealized loss in
Marketable
securities - - - (325) - (325)
-----------
COMPREHENSIVE
INCOME 17,733
-----------
Shares issued to
directors for
services 150,000 150 - - - 150
Shares sold 8,431,538 100,000 - - - 100,000
Interest on notes
receivable,
stock purchase - - (320) - - (320)
Shares issued in
exchange for note 400,000 2,000 (2,000) - - -
----------- --------- ---------- ------------- --------- ---------
BALANCES,
DECEMBER 31, 1999 16,862,792 $ 693,949 $ (6,320) $ (26,872) $(501,898) $158,859
========== ========= ========== ============= ========= =========
</TABLE>
See accompanying notes to financial statements.
Accountants' page 5
<PAGE>
CIMARRON-GRANDVIEW GROUP, INC.
STATEMENTS OF CASH FLOWS
- ---------------------------
<TABLE>
December 31,
--------------------------------
1999 1998
-------------- --------------
<S> <C> <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 18,058 $ (24,891)
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
(Income) loss from partnership interest (211) 132
Stock issued for services 150 -
Gain on sale of securities - (69)
(Gain) loss on sale of mineral rights (24,487) 1,389
Increase in interest receivable (320) -
Increase (decrease) in accounts payable (2,267) 1,500
-------------- --------------
Net cash used in operating activities (9,077) (21,939)
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of securities - 13,719
Proceeds from sale of mining rights 24,487 28,611
-------------- --------------
Net cash provided by investing activities
24,487 42,330
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 100,000 -
-------------- --------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 115,410 20,391
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 28,688 8,297
-------------- --------------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 144,098 $ 28,688
============== ==============
</TABLE>
See accompanying notes to financial statements.
Accountants' page 6
<PAGE>
CIMARRON-GRANDVIEW GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Organization:
The Company was incorporated in the state of Washington in 1927. Although it
has previously been engaged in mineral exploration and continues to hold
interests in mineral exploration properties, the Company currently has no active
business operations. The Company is currently seeking to acquire an interest in
a business opportunity.
Summary of Significant Accounting Policies:
a. Cash and cash equivalents include short-term cash investments that have
an initial maturity of 90 days or less.
b. The Company's marketable securities are stated at estimated fair value at
the balance-sheet dates and unrealized losses are reported in stockholders'
equity as accumulated other comprehensive income. All such securities are
considered to be available-for-sale. Gains and losses are determined using the
specific identification method.
c. The Company capitalizes acquisition and exploration costs on nonoperating
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.
d. Capitalized costs are charged to operations as impairment losses when
title to the property has expired or when management believes the properties are
not economically feasible to develop or hold for future development.
e. Deferred income tax assets are recognized for the estimated future tax
benefits of tax-basis operating losses being carried forward. A valuation
allowance for deferred tax assets is also recognized when appropriate.
f. In 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive
Income," which establishes rules for the reporting of comprehensive income and
its components. Comprehensive income consists of net income (loss) and changes
in unrealized losses on securities available-for-sale. The adoption of SFAS No.
130 had no impact on total stockholders' equity.
g. Basic loss per share is computed using the weighted average number of
shares outstanding during the years (12,372,000 in 1999, 7,481,000 in 1998).
Diluted loss per share was the same as basic loss per share for the years
presented.
h. 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.
Accountants' page 7
<PAGE>
CIMARRON-GRANDVIEW GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 2 -- SECURITIES:
Following is a summary of marketable securities as of December 31, 1999 and
1998:
<TABLE>
1999 1998
----------- -----------
<S> <C> <C>
Aggregate fair value of marketable securities $ 10,639 $ 10,964
Gross unrealized holding losses 26,872 26,547
Amortized cost basis 37,511 37,511
</TABLE>
Changes in marketable securities for the years ended December 31, 1999 and 1998,
are as follows:
<TABLE>
1999 1998
----------- -----------
<S> <C> <C>
Cost as of January 1 $ 37,511 $ 51,161
Sale of securities - (13,650)
Unrealized loss as of December 31 (26,872) (26,547)
----------- -----------
Fair value as of December 31 $ 10,639 $ 10,964
</TABLE>
NOTE 3 -- MINING PROPERTIES:
Investments in mining properties, net of impairment losses recognized, consisted
of the following:
<TABLE>
December 31,
--------------------------
1999 1998
----------- -----------
<S> <C> <C>
Partnership interest in two units of Pondera
Partners, Ltd., a drilling project located in Teton
County, Montana (at cost less equity in partnership
losses) $ 4,122 $ 3,911
</TABLE>
On January 11, 1999, the Company sold approximately 34 acres of surface and
mineral rights located in northern Stevens County for $25,000 cash, less
expenses of $513. Such rights had previously been considered fully impaired, so
the net proceeds resulted in a $24,487 gain in 1999.
<PAGE>
CIMARRON-GRANDVIEW GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 4 -- COMMON STOCK:
The Company's Articles of Incorporation were amended March 31, 1982, to
reclassify shares and reduce capital to $350,000, comprising 50,000,000 shares
of no par value common stock. 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 were amended July 11, 1990, to change the
Company's name from Grandview Mines, Inc., to Cimarron Gas & Oil, Inc., and were
amended on July 25, 1990, to change the Company's name from Cimarron Gas & Oil,
Inc., to Cimarron-Grandview Group, Inc.
In February 1998, two directors of the Company purchased a total of 400,000
common shares at $.005 per share. The shares were purchased in exchange for an
8 percent nonrecourse promissory note which has been reported as a reduction of
stockholders' equity at December 31, 1999 and 1998.
On February 24, 1999, the Company issued a restricted stock grant of 400,000
shares to a Company director. The exercise price is $.005 per share, payable by
a one-year non recourse promissory note bearing interest at 8 percent per annum.
Also, the Company issued restricted stock grants (50,000 each) to three
directors for services at an agreed-upon value of $50 each.
On March 4, 1999, the Company sold 8,431,538 shares of its common stock for
$100,000.
NOTE 5 -- FEDERAL INCOME TAX:
At December 31, 1999 and 1998, the Company had deferred tax assets of $36,000
and $37,000, respectively, which were fully reserved by valuation allowances.
For 1999, 1998, and 1997, the Company has recognized no net tax benefits for its
operating losses in the statements of income, as valuation allowances offset
such benefits. Changes in the deferred tax asset valuation allowance for 1999,
1998, and 1997 relate only to corresponding changes in the deferred tax assets
for those years.
At December 31, 1999, the Company had a net operating loss carryforward of
$242,436 which is available to offset future taxable income. The carryforward
expires in various amounts from 2000 through 2018.
<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 Date: 3/28/2000
- ---------------------------------------- --------------------
GREGORY B. LIPSKER, President
(Principal Executive Officer)
By: /s/ Eunice R. Campbell
- ---------------------------------------- Date: 3/28/2000
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 Date: 3/28/2000
GREGORY B. LIPSKER,
Director
/s/ William R. Green Date: 3/28/2000
WILLIAM R. GREEN,
Director
/s/ Eunice Campbell Date: 3/28/2000
EUNICE CAMPBELL,
Director
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS
Not Applicable
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Balance
Sheets for CIMARRON-GRANDVIEW GROUP, INC. at December 31,1999, the Statements
of Income for the year ended December 31, 1999, and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 144,098
<SECURITIES> 10,639
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 154,737
<PP&E> 4,122
<DEPRECIATION> 0
<TOTAL-ASSETS> 158,859
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 693,949
<OTHER-SE> (535,090)
<TOTAL-LIABILITY-AND-EQUITY> 158,859
<SALES> 5,509
<TOTAL-REVENUES> 5,509
<CGS> 0
<TOTAL-COSTS> (12,095)
<OTHER-EXPENSES> 24,644
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 18,058
<INCOME-TAX> 0
<INCOME-CONTINUING> 18,058
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18,058
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
