SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarter year ended
June 30, 1997 and 1996
Commission File No. 2-85845-D
______________________________________________________________________________
SILVERTHORNE PRODUCTION COMPANY
(Exact name of Registrant as specified in its charter)
COLORADO 84-0189377
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
708 Margarita Ave, Coronado, CA 92118 (619) 522-0010
(Current address of principal executive office) (Registrant s telephone No.
with area code)
Securities pursuant to Section 12(b) of the Act: None
Securities pursuant to Section 12(g) of the Act: None
Indicate by check mark whether Registrant (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
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
[x] Yes [ ] No
The aggregate market value of the Registrant s common stock held by
non-affiliates of the Registrant, computed by reference to the average of the
closing bid and asked prices of such stock on June 30, 1997 was not
determinable because there was no significant trading even though there were
listed quotations of $.18 bid - $.62 ask on the OTC Bulletin Board as of that
date or 60 days prior to the date of filing.
The number of shares outstanding of each class of Registrant s classes of
Common Stock ($.001 par value) as of end of period covered by report was:
June 30, 1996: 3,580,047
June 30, 1997: 3,505,047
PART I
Item 1. BUSINESS.
General Development of Business. Company was incorporated May 6,
1983, in Colorado. Company made a public offering of its common stock
pursuant to a Registration Statement effective November 23, 1983, and closed
that initial public offering with the sale of 10,000,000 Units (each Unit
consisting of one share of common stock and one common stock purchase
Warrant), and received net proceeds therefrom in the approximate amount of
$175,000. Company was formed for a specific purpose of engaging in the
manufacture, assembly, licensing and sale of cellular radio and
communications equipment and accessories, acquire real and personal property
and to engage in any business permitted by Colorado law.
In 1984, Company acquired S & R Telecommunications, Inc., a privately
held Colorado corporation engaged in telecommunications installations
services, in exchange for shares restricted common stock, which shares
were returned to the treasury in the third fiscal quarter of 1985 when the
business proved unprofitable and was terminated. Also, in 1984, Company
created a subsidiary, CRS Broadcasting of Mississippi, Inc., a Mississippi
corporation, which acquired the business and assets of radio station. The
subsidiary defaulted on its loan obligations and in the third fiscal quarter
of 1985. The lender foreclosed on its note and obtained possession and owner-
ship of the assets of said subsidiary of Company. Contingent liability, if
any, from the subsidiary to Company is barred by the Statute of Limitations.
After the failure of S & R Telecommunications, Inc., and of CRS Broadcasting
of Mississippi, Inc., Company s day to day business operations ceased until
April, 1988.
In May, 1988, Company was recapitalized. Company acquired oil
producing properties located in Allan County, KS, implemented a 1 for 20
reverse stock split and commenced business operations. Pursuant to that
acquisition, Company executed a promissory note and conducted operations
for eight months, terminating on or about March 15, 1989, when Company
disposed of its Allan County, KS, oil properties. A loss of substantially all of
Company s assets resulted. In June, 1989, Company creditors forgave
indebtedness of Company totalling approximately $100,000, which had
resulted from accrued salaries, plus, promissory notes and attorney fees owed
to Company s officers and directors. Since the failure and the loss resulting
from disposal of the oil properties, Company s day to day business operations
ceased. Company has returned to a developmental stage company.
Company, again, has been without revenue and operating capital and is in
arrears on its filings with the Securities and Exchange Commission.
Financial Conditions. Company had not generated any revenues for fiscal
years ended June, 1984, 1985, 1986, 1987 and 1988. As of March 31, 1988,
Company was more than two years in arrears on its filings with the
Securities and Exchange Commission, had contingent liabilities and had no
assets. Company was insolvent and non-operational. Company obtained capital
to bring the financial statements and SEC reports current and enabled
Company to hold a shareholders meeting approving acquisition of assets and
commencement of business activities.
Commencing in July, 1988, and through the end of its fiscal year, June 30,
1989, Company generated gross revenues in the amount of $27,098 resulting
from sales of oil produced from its properties, which properties were
exchanged in liquidation of Company s related contingent liabilities and
outstanding debt. Prior to engaging in the oil business Company had an
accumulated deficit of approximately $243,000. Company s oil business had an
additional accumulated deficit of approximately $386,000. Company president
obtained funds from certain shareholders to pay for professional services,
from time to time, to prepare the financial audits of Company, including this
report. By fiscal year ending June 30, 1997, Company had a total accumulated
deficit of approximately $681,800.
Description of Business. Company s day to day business operations have
ceased. Company has been seeking a business opportunity which it can acquire
by stock exchange or merger. Substantially all of the expenses paid during
this fiscal year have occurred maintaining a transfer agent or in pursuit of
such acquisition or merger through the efforts of the Chief Executive Officer.
No officer or director has been paid for the extensive hours of services
rendered on behalf of the Company. As of June 30, 1997, such acquisition or
merger have not been located, no current letter of intent exists, but Company
is actively engaged in negotiations.
Item 2. PROPERTIES.
Company owned real and/or personal property known as the Treasure State
Pipeline, located in Toole County, Montana, an asset booked and valued at
$300,000. The transaction was completed January 7, 1992, in exchange for
75,000 shares of Company common stock. During this fiscal year, attempts to
sell the pipeline have not materialized. The pipeline currently did not
generate income for Company. Parties to the original transaction consumated
an agreement whereby said 75,000 shares of Company common stock was
redeemed in exchange for re-conveyance of the Pipeline.
Item 3. LEGAL PROCEEDINGS.
Company is not presently a party to any legal proceeding and is not
subject to any known administrative or judicial proceeding or investigation
arising under any federal, state or local provision.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None.
PART II
Item 5. MARKET FOR THE REGISTRANT S COMMON STOCK AND RELATED SECURITY
HOLDER MATTERS.
Company s common stock has been publicly traded and the price quoted on
the OTC Bulletin Board. Even though maintaining a current listing, no known
significant trading occurred during this fiscal year. As of June 30, 1997,
there were approximately 1,240 shareholders of record of Company s common
stock. Pursuant to The Insider Trading and Securities Fraud Enforcement Act
of 1988, the Company s securities fall within the definition of Designated
Security as of January 1, 1990. Company believes the Act has increased its
difficulty in attracting new market makers and has contributed to the increas-
ed unwillingness of market makers to maintain inventory of Company s shares,
therefore, Company s shareholders may experience significant difficulty in
disposing of or acquiring shares. Company has never paid any dividends and
does not expect to pay any dividends during the next fiscal year. Company has
never generated sufficient profits to pay any dividends. Company's
common stock could be deemed no to have a public trading market.
Item 6. SELECTED FINANCIAL DATA.
Company has not engaged in any revenue producing operations during
fiscal year ended June 30, 1997. Company s selected financial information is
included in the financial statements which form a part of this report
and which are incorporated herein by reference.
Item 7. MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.
As of March 31, 1989, Company had returned to a developmental stage
company. Company s financial condition did not change materially during the
fiscal year ended June 30, 1997.
Liquidity. Companys liquidity did not change during the fiscal year ended
June 30, 1997. Company had no material liquid assets at the beginning nor at
the ending.
Capital Resources. Company had no commitments for any capital
expenditures nor increases in capital resources during the fiscal year ended
June 30, 1997.
Results of Operation. Company has not had any business operations during
the fiscal year ended June 30, 1997. Company s pursuit of business operations
through acquisition by stock exchange or merger has not materialized. No
mergers are pending.
Change in Corporate Officers, Management and Directors. As stated in the
Company Form 8-K Report, dated January 15, 1992, D.L. Jackson resigned as
officer and director. No individual was appointed or elected by Company to
fill the vacant directorship. By Action In Lieu of Special Meeting of Board of
Directors, February 11, 1995, D.L. Jackson was appointed director to fill said
vacant directorship. He was unanimously elected Vice President. He accepted
said appointed and elected positions. D.L. Jackson continued as General Legal
Counsel for Company through June 30, 1997. Former Company
President/Director, David M. Anderson resigned as of November 20, 1996 and
D.L. Jackson ascended to President/CEO.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
(see following pages)
SILVERTHORNE PRODUCTION COMPANY
FINANCIAL STATEMENTS
For the Fiscal Years Ended
June 30, 1997, 1996 & 1995
SILVERTHORNE PRODUCTION COMPANY
INDEX TO FINANCIAL STATEMENTS
PAGE
Independent Auditor s Report 1
Financial Statements
Balance Sheet 2
Statement of Operations 3
Statement of Cash Flow 4
Statement of Stockholders Equity 5
Notes to Financial Statements 6-7
INDEPENDENT AUDITOR S REPORT
PAGE 1 OF 7
To the Stockholders and Board of Directors,
SILVERTHORNE PRODUCTION COMPANY
I have audited the accompanying balance sheet of SILVERTHORNE
PRODUCTION COMPANY ( a Colorado Corporation) as of June 30, 1997,
1996 and 1995 and the related statements of operations, stockholders; equity
and cash flows for each of the three years in the period ended June 30, 1997,
June 30, 1996 and June 30, 1995. These financial statements are the
responsibility of the Company s management. My responsibility is to express
an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material 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
presentation. I believe that my audit provides a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of SILVERTHORNE
PRODUCTION COMPANY as of June 30, 1997, June 30, 1996 and June 30, 1995, and
the results of its operations and its cash flows for each of the three years
in the period ended June 30, 1997, June 30, 1996 and June 30, 1995, in
conformity with generally accepted accounting principles.
/s/ Daniel Jankowski
Daniel Jankowski
Certified Public Accountant
332 S. Juniper St, Suite 203
Escondido, CA 92025
March 13, 1998
SILVERTHORNE PRODUCTION COMPANY
(A Developmental Stage Company)
COMPARATIVE BALANCE SHEET
For fiscal years ended June 30, 1997, June 30, 1996 and June 30, 1995
PAGE 2 OF 7
Audited Audited Audited
Notes June 30, 1997 June 30, 1996 June 30, 1995
ASSETS
CURRENT ASSETS:
Cash $ 26 $ 0 $ 138
Treasure State Pipeline 1,7 0 300,000 300,000
Deferred feasibility costs 1 0 0 107,999
----------- ----------- -----------
TOTAL ASSETS: $ 26 $ 300,000 $ 408,137
=========== =========== ===========
LIABILITIES AND SHAREHOLDERS EQUITY
CURRENT LIABILITIES
Notes Payable 2 $ 22,000 $ 22,000 $ 72,000
Accrued interest 2 10,828 8,245 11,732
Bank Overdrafts 3 9
Accounts Payable 33,364 65,369 57,890
----------- ----------- -----------
TOTAL CURRENT LIABILITIES: $ 66,192 $ 95,623 $ 141,622
----------- ----------- -----------
SHAREHOLDERS EQUITY
Common Stock, par value $.001
per share; authorized
50,000,000 shares; of which
3,505,047 shares are issued
and outstanding 7 $ 3,505 $ 3,580 $ 3,580
Capital paid in excess of
par 607,332 907,257 907,257
------------ ----------- -----------
Retained earnings deficit:
From regular operations ( 617,286) ( 617,286) (617,286)
Accumulated during
developmental stage 6 ( 69,209) ( 89,174) ( 27,036)
------------ ----------- -----------
( 686,495) ( 706,460) ( 644,322)
TOTAL SHAREHOLDERS EQUITY $ 224,342 $ 204,377 $ 266,515
------------ ----------- -----------
TOTAL LIABILITIES AND
SHAREHOLDERS EQUITY $ 26 $ 300,000 $ 408,137
============ =========== ===========
The accompanying notes are an integral part of these financial statements.
SILVERTHORNE PRODUCTION COMPANY
(A Developmental Stage Company)
STATEMENT OF OPERATIONS
For fiscal years ended June 30, 1997, June 30, 1996 and June 30, 1995
PAGE 3 OF 7
Year ended Year ended Year ended
Notes June 30, 1997 June 30, 1996 June 30, 1995
MISCELLANEOUS INCOME:
Notes payable/
accrued interest
write-off 2 $ 0 $( 55,915) $ 0
Account payable 3 ( 34,635) 0 0
----------- ----------- -----------
EXPENSES:
Administrative
expenses: $ 12,087 $ 6,386 $ 7,103
Interest 2 2,583 2,428 5,416
Legal Fees 3 0 0 0
Auditing Fees 0 990 1,050
Filing Fees 0 250 250
Deferred feasibility
costs write-off 1 0 $ 107,999 0
----------- ----------- -----------
Total Expenses 3 ( 19,965) 62,138 13,819
----------- ----------- -----------
NET INCOME (LOSS) $ 19,965 $( 62,138) $( 13,819)
=========== =========== ===========
EARNINGS PER SHARE:
Net income from
operations 5 $ .0057 $( .0174) $( .0039)
Weighted average common
shares outstanding 3,505,047 3,580,047 3,580,047
=========== =========== ===========
The accompanying notes are an integral part of these financial statements.
SILVERTHORNE PRODUCTION COMPANY
(A Developmental Stage Company)
STATEMENT OF CASH FLOW
For fiscal years ended June 30, 1997, June 30, 1996 and June 30, 1995
PAGE 4 OF 7
Year ended Year ended Year ended
Juner 30, 1997 Juner 30, 1996 June 30, 1995
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net (loss) $ 19,965 $( 62,138) $( 13,819)
Increase (decrease)
in accounts payable 3 12,122 7,479 8,541
Non-cash write-off
notes/account payable 2,3 ( 34,635) ( 55,915)
Non-cash write-off
deferred feasibiltiy
costs 1 107,999
Increase in accrued
interest 2 2,583 2,428 5,416
Net cash flows from
operation $ 35 $( 147) $ 138
----------- ----------- ----------
CASH FLOWS FROM
FINANCING ACTIVITIES: $ 0 $ 0 $ 0
Net cash flows from
financing $ 0 $ 0 $ 0
----------- ----------- ----------
CASH FLOWS F0R
INVESTMENT ACTIVITIES: $ 0 $ 0 $ 0
Net cash flows from
financing $ 0 $ 0 $ 0
----------- ----------- ----------
NET INCREASE IN CASH
AND CASH EQUIVALENT $ 35 $( 147) $ 138
Cash or bank overdraft
at beginning of period ( 9) 138 0
----------- ----------- ----------
Cash or bank overdraft
at end of period $ 26 $( 9) $ 138
=========== =========== ==========
The accompanying notes are an integral part of these financial statements.
SILVERTHORNE PRODUCTION COMPANY
(A Developmental Stage Company)
STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
For fiscal years ended June 30, 1997, June 30, 1996 and June 30, 1995
PAGE 5 OF 7
Total
-----Common Stock----- Additional Accumulated shareholders
Shares Amoun Paid-in capital deficit equity (deficit)
------ ----- --------------- ------- ----------------
BALANCES,
June 30,
1995 #3,580,047 $ 3,580 $ 907,257 $(644,322) $ 266,515
NET INCOME
(LOSS) from
fiscal year
ended June
30, 1996 ( 62,138) ( 62,138)
June 30,
1997 19,965 19,965
Redemption/
rvrsl 1 ( 75,000) ( 75) ( 299,925)
---------- -------- ---------- ---------- ----------
BALANCE
June 30,
1997 #3,505,047 $ 3,505 $ 607,332 $(686,495) $ 224,342
========== ========= ========== =========== ==========
The accompanying notes are an integral part of these financial statements.
SILVERTHORNE PRODUCTION COMPANY
(A Developmental Stage Company)
NOTES TO FINANCIAL STATEMENTS
For fiscal years ended June 30, 1997, June 30, 1996 and June 30, 1995
PAGE 6 OF 7
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION: Company was incorporated in May 1983 in the State of
Colorado, to engage in the cellular radio and communications business; and to
engage in any other lawful activity permitted. In June 1988, Company
changed its name to Silverthorne Production Company and commenced
operations in the oil an gas industry. During 1993-94, Company attempted to
locate acquisition prospects and negotiate acquisition or exchange of assets,
including activity in the non-conventional fuel industry in connection with
interests in California, Wyoming and in the Republic of Argentina. The
feasibility costs ($107,999) incurred in the non-conventional fuel industry
were carried on the balance sheet as deferred cost and written off as an
expense as of year ended June 1996. Company s pursuit of business
opportunities through acquisition by stock exchange or merger has not
materialized.
BASIS OF FINANCIAL STATEMENT PRESENTATION: The fixed asset
described on the balance sheet as the Treasure State Pipeline was acquired
with common stock in January 1992 and is recorded on Company books at
$300,000. That is the cost at which the former owner carried the asset on
their books. An independent consultant appraised the pipeline at a range of
$340,000 to $425,000, using 75 to 80% of the discounted estimated
replacement cost. November 20, 1996 Company entered into an agreement
with the parties, including former officer/director of Company, who conveyed
said Pipeline to Company, wherein the transaction was reversed and
Company's common stock issued thereto was redeemed in exchange for
re-conveyance of the Pipeline. Current Assets were reduced by $300,000 and
Company common stock outstanding was reduced by 75,000 shares. In
addition said former officer/director accepted interest in and to his work
product (for Company s benefit) in the Argentina project pursuit in exchange
for waiver and set-off for and against any right to compensation during his
three year tenure as an officer/director. It was Company s position that
retention of said Pipeline was not a benefit to Company s shareholders in
Company s pursuit of acquisitions or mergers. Company evaluated its total
financial position in anticipation of returning to a publicly held shell so
that it is more attractive to potential business opportunities through
acquisition by stock exchange or mergers. Company has no operations and is
critically short of cash. Its ability to continue development stage
activities is in question, except for the efforts of the current officers/
directors. Company is a development stage company.
NOTE 2 - NOTES PAYABLE
In its pursuit of business opportunities, the Company has executed notes
payable in the amounts of $22,000, $15,000 and $10,000 during its fiscal year
ended June 30, 1993, and $25,000 during its fiscal year ended June 30, 1994.
The $22,000 note was extended and remains a liability of Company. The other
three notes totaling $50,000 were incurred through a former officer/director
in connection with the Argentina project. As collateral for said notes the
former officer/director delivered free-trading Company shares and made
personal guaranties personal guaranties of payment. The notes matured after
6 months. The three noteholders had said shares transferred into their
respective names. Company s position is those notes are legally satisfied
because (1) of the converted collateral and (2) after maturity of the notes
the statute of limitations ran and became a bar since the noteholders failed
to pursue legal remedies, if any, for collection prior to the expiration of
the statute of limitation. The three noteholders may have other legal
remedies against the former officer/director for satisfaction. Company s
liability thereon was satisfied. These three notes and accrued interest
thereon were credited to other income as of year ended June 30, 1996 in the
following amounts: $10,000 plus $1,225; $15,000 plus $1,865; and $25,000
plus $2,825; a total of $55,915.
SILVERTHORNE PRODUCTION COMPANY
(A Developmental Stage Company)
NOTES TO FINANCIAL STATEMENTS
For fiscal years ended June 30, 1997, June 30, 1996 and June 30, 1995
PAGE 7 OF 7
NOTE 3 - ACCOUNTS PAYABLE
In connection with legal services on the Argentina project, the former
president/director obtained service from a Birmingham, AL, law firm.
There has been no further services rendered nor activity on the account since
mid-1994. Company believed the account of $38,080 was written-off by the
law firm, evidencing satisfaction or accord. The statute of limitations has
run. There is a bar to Company liability, since the creditor failed to pursue
legal remedies, if any, for collection prior to the expiration of the statute
of limitation. Company account was credited to other income as of year ended
June 30, 1997. Said former president/director and his other corporation, from
time to time, advanced services or funds for Company, which are included in
Company s accounts payable. The current president/director of Company
paid the former good and valuable consideration for assignment of said
accounts payable from Company. Accounts payable of Company owned by
D.L. Jackson, plus Companys liability for legal and other services tendered by
him from April 1989 through current date, may be converted to payment for
acquisition of additional shares of Company stock at par value.
NOTE 4 - RELATED PARTY TRANSACTIONS
Company officers from time to time obtained funds from shareholders to
pay for expenses, including this audit, as well as pursuit of Company business
opportunities. Company s current President/CEO/Director acted as General
Legal Counsel and provided Company corporate legal services without billing
for such services from April 1989 to 1997 on the condition Company shall pay
for said services when billed, payable at his option with any combination of
funds or issuance of Company stock. While the former President /CEO /CFO
/Director of Company held office he also was president/director of another
corporation, which was in the business of marketing non-conventional fuels,
including but not limited to efforts on behalf of Company.
NOTE 5 - EARNINGS PER SHARE
Earnings per share is calculated by dividing the net (loss) from opera-
tions, net income before extra ordinary loss, and net (loss) by total weight-
ed shares outstanding at June 30, 1997, 1996 and 1995.
NOTE 6 - INCOME TAXES
In the cellular radio communications business, Company accumulated a loss
carry forward of about $243,000. Company s loss carry forward from the oil
and gas industry increase to approximately $376,000. From 1989 through June
30, 1997, development stage activities in pursuit of acquisition and merger
opportunities, Company accumulated an additional loss carry forward of
approximately $71,500. Therefore the total loss carry forward is approximately
$681,800 through June 30, 1997. Company may not be able to utilize part of
these loss carry forwards, depending on the nature of future operations.
Company is delinquent in filing its federal and Colorado income tax returns for
the years June 30, 1991 through June 30, 1997.
NOTE 7 - CHANGE IN CONTROL OF THE COMPANY
Former president/director resigned November 20, 1996 and then current
vice-president ascended to president. P.A. Jackson was appointed as successor
director. The 75,000 shares of Company stock acquired by the former president
was reconveyed to Company in exchange for return to Treasure State Pipeline
received in the original transaction when he joined Company. (See Note 1,
hereinabove.) Shares owned by D.L. Jackson s spouse and minor daughter are
attributable to him as beneficial owner of less than 10% of the outstanding
stock of the Company. T.M. Jackson continues as Corporate secretary and
holds less than 5% of Company stock.
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANT
I hereby consent to the use in Silverthorne Production Company s Form
10-K for my audited report, dated March 12, 1998, relating to the Financial
Statements of Silverthorne Production Company, for the years ending June 30,
1997, June 30, 1996 and June 30, 1995.
March 13, 1998
/s/ Daniel Jankowski
Certified Public Accountant
332 S. Juniper St, Suite 203,
Escondido, CA 92025
Item 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTING AND FINANCIAL
DISCLOSURES.
During the fiscal year ended June 30, 1997, June 30, 1996 and June 30,
1995, Company did not change accountants or have any disagreements with its
accountant on any matter of accounting principals or practices, financial
statement disclosure, or auditing scope or procedure. The accountant s reports
on the financial statements for Company did not contain an adverse opinion or
disclaimer of opinion and was not qualified as to uncertainty, audit scope or
accounting principles.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT.
Directors and executive officers of Company during fiscal year ended June
30, 1997:
Name: Age: Position:
D.L. Jackson 59 President/CEO/CFO/Director and Chairman
P.A. Jackson 50 Director
Tiffany M. Jackson 30 Secretary/Director
Business Experience. The following is a brief account of business
experience during at least the past five years of each director and executive
officer, indicating the principal business or the organizations in which such
occupation and employment were carried on:
D.L. JACKSON: President/Director and Chairman of Board of Directors of
Company from April, 1990, to January, 1992, but continued as corporate
General Legal Counsel. In February 1995, Mr Jackson was re-appointed as a
Company Director and elected as Vice-President. He receive his BA degree
from Northwest Nazarene College; earned a Juris Doctor degree at the
University of Denver, College of Law, 1971; received the American
Jurisprudence Award for excellence in corporations; and practiced law in the
United States Courts and Colorado State Courts until 1997. He was an officer
and director of Jackson Brothers Industries, Inc., a publicly held Nevada
corporation, until 1991. He has been a licensed real estate broker in
California since 1991. He is an adjunct college professor teaching Real Estate
Law, Business Law, Human Resource Management and Strategic
Management, Point Loma Nazarene College, San Diego, CA. He serves as an
arbitrator resolving disputes in commercial law and labor law. He served on the
national panel of the American Arbitration Association; received
Certificate of Accomplishment from the Federal Labor Relations Authority;
and was admited to the national roster of arbitrators of the Federal Mediation
and Conciliation Services, Washington, D.C.
T.M. JACKSON: Secretary/Director of Company since April, 1990. She is
experienced in sales management, business consultant, and currently employed
in Newport Beach, CA, as middle management in marketing of Marriott s
Vacation Club International. She earned a Bachelor of Science degree,
Business Administration from the University of Denver, a three-time Hornbeck
Scholar (1987-88 4.0 GPA). She studied law at the University of Denver,
College of Law, 1988-89.
Each director holds office until the next annual meeting of shareholders
or until a successor is elected and qualified. Currently all directorships
are filled. Each officer holds office until a successor is elected by the
Board of Directors.
Item 11. EXECUTIVE COMPENSATION.
During the fiscal year ended June 30, 1997, June 30, 1996 and June 30,
1995, there were no salaries, no bonuses and no other forms of compensation
paid it directors or officers, even though heretofore authorized. The Board of
Directors has authority to set salaries for officers and/or pay directors on a
day to day basis for services rendered to Company, in amounts to be
determined at the discretion of the Directors. Once business operations
commence, compensation will be determined retroactively.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
Security Ownership of Certain Beneficial Owners. The following
itemization sets forth the number of shares of Company's voting securities,
Common Stock, by each person who was known by Company to own
beneficially more than 5% of Company s outstanding voting stock as of June
30, 1997.
Name & address: Amount & nature of beneficially owned: % of Class:
Patricia A. Jackson (1) 350,431 Common 9.79%
708 Margarita Ave
Coronado, CA 92118
Eric & Susan Sundsvold (2) 434,200 Common 12.13%
5121 S. Ironton St
Englewood, CO 80111
(1) Spouse of D.L. Jackson holds 175,231 shares of Company s Common
Stock (4.89%) as her sole/separate property, and minor daughter holds
175,200 shares of Common Stock of Company (4.89%) as her sole/separate
property. Kellie R. Jackson 175,200 shares (4.89%) and Traci L. Jackson
175,100 shares (4.89%), offspring of David L./Patricia A. Jackson, are holders
of Company s Common Stock. Their respective shares are not attributable to
D.L. or Patricia A. Jackson inasmuch as said offspring have obtained
majority, are not living in the home of, and are not under the direct or
indirect control of, nor had any contract, arrangement, understanding or
otherwise had any voting or disposition power with parents.
(2) Eric J. Sundsvold holds 206,000 shares (5.75%) of Company s Common
Stock in his own name and holds 11,000 shares (0.03%) of Company s
Common Stock as UTMA/trustee for Shawn N. Sundsvold, offspring not
having obtained majority and living in the home of Eric J. and Susan
Sundsvold. Shawn N. Sundsvold holds 50,000 shares (1.40%) of Company s
Common Stock in his own name. Susan Sundsvold holds 167,200 shares
(4.67%) of Company s Common Stock in her own name.
Security Ownership of Certain Beneficial Management. The following
table sets forth the number of shares of Company's voting securities, Common
Stock, by each director and by all officers and directors of Company to own
beneficially more than 5% of Company s outstanding voting stock and as of
June 30, 1997.
Name & address: Amount & nature of beneficially owned: % of Class:
D.L. Jackson (3) 350,431 Common 9.79 %
PO Box 180329,
Coronado, CA 92178
Tiffany M. Jackson (4) 175,200 Common 4.89 %
335 Elan Villager Dr #409
San Jose, CA 92713
(3) Spouse, Patricia A. Jackson, holds 175,231 shares of Company s
Common Stock (4.89%) as her sole/separate property, and minor daughter
holds 175,200 shares of Common Stock of Company (4.89%) as her
sole/separate property (see note 1, above).
(4) Tiffany M. Jackson is a holder of 175,200 shares of Company's Common
Stock (4.89%), however said shares are not attributable to D.L./Patricia A.
Jackson inasmuch as she has obtained majority, is not living in the home, and
is not under the direct or indirect control of, nor had any contract,
arrangement, understanding or otherwise had any voting or disposition power
with parents.
Item 13. CERTAIN RELATIONS AND RELATED TRANSACTION.
Company officers from time to time obtained funds from shareholders to
pay for expenses, including this audit, as well as pursuit of Company business
opportunities. Company General Legal Counsel has provided Company
corporate legal services without billing for such services from April 1989 to
date on the conditon Company shall pay for said services when billed,
payable at his option with any combination of funds or issuance of Company
stock at par value. While David M. Anderson was president/CEO/director of
Company he also was president/director of Barnabas Capital Corporation,
which is in the business of financing and marketing coalbed methane gas for
Company directly or indirectly through Barnabas Capital Corporation or
individually, which may negotiate a separate interest therein. Barnabas Capital
Corporation has from time to time advanced services or funds for Company,
which are included in Company s accounts payable. Company had attempted
to sell or negotiate the disposition of the Treasure State Pipeline to provide
Company with operating capital for purusint of Company acquisitions and/or
mergers. There appeared to be no ready market for the sale of the pipeline,
hence the same was exchanged with Mr Anderson for shares of Company stock
originally issued thereto in acquisition for the pipeline.
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
Exhibits. Consent of independent Certified Public Accountant, Daniel
Jankowski.
Financial Statements and Supplementary Schedules. See Index to Financial
Statement, included above.
Reports on Form 8-K. None issue during this quarter of the fiscal year.
See Item 7., Change in Corporate Officers, Management and Directors.,
hereinabove, concerning Form 8-K Report of Company, dated March 13, 1997.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
officers, undersigned, thereunto duly authorized.
SILVERTHORNE PRODUCTION COMPANY
Dated: 3/13/98 /s/ D. L. Jackson
By: _______________________________________
D. L. Jackson, President, Chief Executive
Officer and Director
Dated: 3/13/98 /s/ T. M. Jackson
By: ________________________________________
T. M. Jackson, Secretary and Director
No annual report or proxy material has been sent to securities holders in
Registrant s fiscal year ended June 30, 1989 through June 30, 1997.
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