SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the fiscal year ended: June 30, 1992
Commission File number: 0-114244
WHITE CLOUD EXPLORATION, INC.
(Exact name of registrant as specified in its charter)
Utah 84-0959153
- ----------------------- ----------------
State or Other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1430 Larimer #209, Denver, CO 80202
- --------------------------------------- --------
(Address of principal Executive Offices Zip Code)
Registrant's telephone number, including area code: None
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 Par Value per Share
(Title of Class)
Indicate by check mark whether the 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 the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes ( ) No (X)
---- ----
Check if disclosure of delinquent filers pursuant 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.
State issuer's revenues for its most recent fiscal year. $0
<PAGE>
Transitional Small Business Disclosure Format:
______ Yes ___X____ No
As of June 30, 1992, 9,825,000 shares of common stock were outstanding. The
aggregate market value of the Stock held by non-affiliates was none at June 30,
1992.
Documents incorporated by reference: None.
<PAGE>
Part I
Item 1. Business.
General
- -------
Since its inception in July of 1983, White Cloud Exploration, Inc. ("White
Cloud" or the Company") has been in the developmental stage, while it has
attempted to identify suitable mergers, asset or equity acquisitions,
operations. See "Financial Statements".
White Cloud, in March of 1991, entered into a Letter of Intent whereby
White Cloud was to acquire 100% of the Stock of American Technology, Inc.
("ATI") in exchange for stock of White Cloud.
On October 2, 1991, White Cloud entered into a merger agreement with ATI.
ATI is a start-up company, developing advanced components for electrical
systems. It was contemplated that a subsidiary to be formed by White Cloud would
be merged into ATI and ATI would become a wholly-owned subsidiary of White
Cloud. The merger was cancelled due to accounting difficulties with American
Technology, Inc.
The Company has had no further activities since 1991, and has been
inactive.
The Company has no full-time employees. Its officers and directors devote
as much of their time as is necessary to conduct the Company's business.
The Company is presently in the developmental stage. The Company has been
unsuccessful to date in achieving any business operations due to inadequate
capital.
Competition
- -----------
The Company views itself as an insignificant participant among the other firms
which offer export consulting services. Such competitive firms may have greater
financial and personnel resources and technical expertise than the Company.
Employees and Consultants
- -------------------------
The Company presently has no paid employees, and its President, Steve Signer and
Secretary, Dev Mahanti serve on an as needed basis. These officers intend to
devote only such time as necessary to the business affairs of the Company.
Presently, none of the officers receive salaries, however, they are reimbursed
for their expenses incurred in their services as officers. There is no provision
for any additional bonuses or benefits. The Company anticipates that in the near
future it may enter into employment agreements with its officers. Although
Directors do not receive compensation for their services they may be reimbursed
for expenses incurred in attending Board meetings.
<PAGE>
Item 2. Properties.
The Company maintains its corporate office at 1430 Larimer, #209, Denver,
Colorado 80202 under an informal arrangement with the Company's President. This
space is deemed adequate for the foreseeable future.
Item 3. Legal Proceedings.
The Company is not a party to any pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders within thee year covered
by this report, through solicitation of proxies or otherwise.
Part II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
The outstanding registered securities of White Cloud Exploration, Inc. are not
now presently traded on any exchange.
Common Stock Common Stock
1991 Bid High Bid Low
- --------------------------------------------------------------------------------
1st Quarter no quote no quote
2nd Quarter no quote no quote
Common Stock Common Stock
1992 Bid High Bid Low
- --------------------------------------------------------------------------------
1st Quarter no quote no quote
2nd Quarter no quote no quote
The Company anticipates its shares will trade over the counter by market makers
who have not as yet quoted a specific bid or ask price. Quotations, if made,
represent only prices between dealers and do not include retail markups,
markdowns or commissions and accordingly, may not represent actual transactions.
The Company estimates that as of June 30, 1992, there are approximately 198
stockholders of the Company's shares.
No dividends have been declared or paid by the Company and presently intends to
retain all future earnings, if any, to finance the expansion and development of
its business.
<PAGE>
Item 6. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Financial Condition
- -------------------
During fiscal year 1992, the Company continued to be a development stage entity
and posted no sales or revenues.
Financial Condition and Changes in Financial Condition
- ------------------------------------------------------
No business operations were conducted and no revenues were generated in the
fiscal year 1992 or 1991. The Company at year end had $0 in cash compared with
$100 in cash at June 30, 1991, and no other significant assets. The Company at
year end would have needed cash infusions from shareholders to provide capital,
or loans from any sources, for any significant business venture.
Liquidity and Capital Assets.
- -----------------------------
The Company's primary source of liquidity since inception has been from funds
raised during its initial capitalization and shareholder advances. In 1992 the
Company's cash position decreased from $100 as of June 30, 1991 to $0 at June
30, 1992.
Results of Operations 1992 Compared to 1991
- -------------------------------------------
No Revenues were generated in 1992. In 1992 expenses consisted of $0. As of
June 30, 1992, the Company had no material commitments for capital expenditures.
During the fiscal year ended June 30, 1992, the Company incurred $0 in
general and administrative expenses for a total net operating loss of $0. In
1991, the Company incurred $0 in general and administrative expenses, for a
total net operating loss of $0.
At present, the Company has no business income or business operations.
Accordingly, the reported financial information herein may not be indicative of
future operating results.
Results of Operations - Prior Years
- -----------------------------------
The Company's operations through June 30, 1992, did not generate revenues,
and the Company has not been actively engaged in any operations since June 30,
1991. Consequently, the Company has not generated any revenues, and does not
anticipate generating revenues or becoming actively engaged in any operations
until such time as it completes an acquisition or merger, in which case it may
commence active operations and generate revenues.
<PAGE>
Item 7. Financial Statements and Supplemental Data.
Attached hereto and filed as part of this Form 10-KSB are the financial
statements required by Regulation SB. Please refer to pages F-1 through F-10.
Item 8. Changes in and Disagreements on Accounting and Financial Disclosure.
In connection with audits of two most recent fiscal years and any interim
period preceding resignation, no disagreements exist with any former accountant
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope of procedure, which disagreements if not resolved
to the satisfaction of the former accountant would have caused him to make
reference in connection with his report to the subject matter of the
disagreement(s).
The principal accountant's report on the financial statements for any of
the past two years contained no adverse opinion or a disclaimer of opinion nor
was qualified as to uncertainty, audit scope, or accounting principles except
for the "going concern" qualification.
On November 4, 1991, the Company changed from Fitts, Roberts & Co., Inc.,
P.C. to C. Williams & Associates, P.C. There were no disagreements with the
prior auditors on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure. The prior auditors report
(see F-2) was unqualified; however, it disclosed that the Company was in the
development stage and its status as a going concern was dependent on future
events. C. Williams & Associates, P.C. was no longer in business as of date of
audit for 1992 and new auditors were engaged by the Company.
For Fiscal Year 1992 the Company changed its Auditor to Michael B. Johnson
& Co. from C. Williams & Associates, P.C. There were no disagreements as to any
matter of accounting practice or principles, financial statement disclosure or
auditing scope or procedure.
Part III
Item 9. Directors and Executive Officers of the Registrant and Compliance with
Section 16(a).
Identification of Directors and Executive Officers of the Company
- -----------------------------------------------------------------
The directors and executive officers of the Company, their age, positions
held in the Company, and duration as such, were as follows as of end of the
fiscal year:
Name Age Position Since
---- --- -------- -----
Steven C. Signer 43 President 10/9/89
Dev K. Mahanti 33 Secretary/Treasurer 10/9/89
<PAGE>
Business Experience
- -------------------
The following is a brief account of the business experience during the past
five years of the current officer/directors, indicting their principal
occupation and employment during that period, and the name and principal
business of the organization in which such occupation and employment were
carried out.
Steven C. Signer. Mr. Signer is currently the President and a director of
White Cloud Exploration. From September 1, 1988 to June 19, 1991, Mr. Signer was
president of Global Management Corporation formally known as KLK Consulting &
Management Corporation of Nevada. He was President of American Technology, Inc.
until December 31, 1992. Mr. Signer served as Vice-president and a director of
National Securities Network, Inc., a Denver, Colorado investment banking firm
from May 1985 to August 1990. Mr. Signer is also currently the president and
director of two other Denver, Colorado corporations, American Capital Funding, a
privately-held financial consulting firm, of which Mr. Signer is the sole owner,
and Century Development, a real estate investment firm, of which Mr. Signer and
his wife are the sole owners. He has served in those capacities since January
1985 and January 1971, respectively. Mr. Signer served as vice-president of
Neidiger, Tucker and Bruner, a Denver, Colorado broker-dealer, from January 1983
to May 1984. He served as Vice-President and as a director of Colorado Tastee
Freez, a Colorado corporation, from 1971 through 1980, and as Vice-President and
a director of International Securities, Inc. ("ISI"), a Denver, Colorado
broker-dealer from 1978 to 1982. ISI, which operated as a securities clearing
house, was ordered in 1982 to cease its securities trading business because of a
lack of capital. ISI filed for protection of the U.S. Bankruptcy Laws in 1982
under Chapter 7 and was liquidated and discharged from bankruptcy in 1983. Mr.
Signer has been a member of the National Association of Securities Dealers, Inc.
since 1977 and served as a securities broker for B.J. Leonard & Company from
1982 to 1984. Mr. Signer received a degree in Economics in 1971 from the
University of Colorado in Boulder, Colorado.
Dev Mahanti. Mr. Mahanti is Director and Secretary of Registrant. From August
1988 to June 15, 1991, he was the Chief Operations officer and Director of KLK
Consulting & Management, Inc. which name was changed to Global Management Corp.,
a Nevada corporation. Mr. Mahanti was the Chief Financial Officer and a director
of First Centennial Corporation, a Colorado insurance holding company, and
served in those capacities October 1989 to 1992. From February 1988 to July
1988, he was employed as an audit manager by Hein & Associates, a regional
accounting firm, at their Houston branch office. From October 1986 to January
1988, he was Vice-President of Finance of Interwest Communications Corporation,
a Colorado corporation headquartered in Denver, Colorado and engaged in the
business of sales and service of communications equipment. From September 1983
to September 1986, he was employed by Hein & Associates as an audit supervisor.
From July 1981 to September 1983, he was a member of the audit staff of
Arendale, Young and Company, a Houston, Texas accounting firm. In 1981, he
received a Bachelor of Science degree in Accounting from the University of
Detroit.
Directors of the Company hold office until the next annual meeting of the
shareholders and until their successors have been elected and qualified.
<PAGE>
Officers of the Company are elected by the Board of Directors at the first
meeting after each annual meeting of the Company shareholders and hold office
until their death, or until they shall resign or have been removed from office.
Section 16(a) Reporting Delinquencies
- -------------------------------------
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
own more than 10% of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership of equity securities of the
Company with the Securities and Exchange Commission and NASDAQ. Officers,
directors and greater-than 10% shareholders are required by the Securities and
Exchange Commission regulation to furnish the Company with copies of all Section
16(a) filings.
1. The following persons did not file reports under Section 16(a) during
the most recent fiscal year:
a. Steven C. Signer President and Director
b. Dev Mahanti Secretary and Director
2. For each person, listed by subparagraph letter above:
Number of
transactions not
Number of late reported on a Known failures
reports timely basis to file forms
a. 1991 to 1992(3) one i) Annual Form 5(x2)
Form 3
b. 1991 to 1992(3) one i) Annual Form 5(x2)
Form 3
Item 10. Executive Compensation.
The Company accrued a total of $0 compensation to the executive officers as
a group for services contributed to the Company in all capacities during the
1992 fiscal year. No one executive officer received, or has accrued for his
benefit, in excess of $60,000 for the year. No cash bonuses were or are to be
paid to such persons.
The Company does not have any employee incentive stock option plans.
There are no plans pursuant to which cash or non-cash compensation was paid
or distributed during the last fiscal year, or is proposed to be paid or
distributed in the future, to the executive officers of the Company. No other
compensation not described above was paid or distributed during the last fiscal
<PAGE>
year to the executive officers of the Company. There are no compensatory plans
or arrangements, with respect to any executive office of the Company, which
result or will result from the resignation, retirement or any other termination
of such individual's employment with the Company or from a change in control of
the Company or a change in the individual's responsibilities following a change
in control.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE OF EXECUTIVES
----------------------------------------
----------------------------------------
Annual Compensation Awards
====================================================================================================================================
Name and Year Salary ($) Bonus Other Annual Restricted Securities
Principal ($) Compensation ($) Stock Underlying
Position Award(s) Options/
($) SARs (#)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Steven C. 1990 0 0 0 0 0
Signer,
President
------------------------------------------------------------------------------------------------------------
1991 0 0 0 0 0
------------------------------------------------------------------------------------------------------------
1992 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Dev Mahanti, 1990 0 0 0 0 0
Secretary
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
1991 0 0 0 0 0
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
1992 0 0 0 0 0
====================================================================================================================================
</TABLE>
Option/SAR Grants Table (None)
Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End Option/SAR
value (None)
Long Term Incentive Plans - Awards in Last Fiscal Year (None)
DIRECTOR COMPENSATION FOR LAST FISCAL YEAR
------------------------------------------
(Except for compensation of Officers who are also Directors which Compensation
is listed in Summary Compensation Table of Executives)
<TABLE>
<CAPTION>
Cash Compensation Security Grants
====================================================================================================================================
Name Annual Meeting Consulting Number Number of
Retainer Fees ($) Fees/Other of Shares Securities
Fees ($) Fees ($) (#) Underlying
Options/SARs (#)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Director Steven C. Signer 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
Director Dev Mahanti 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Item 11. Security Ownership of Management and Beneficial Owners.
The following table sets forth information, as of Fiscal year end, with respect
to the beneficial ownership of the Company's $.001 par value common stock by
each person known by the Company to be the beneficial owner of more than five
percent of the outstanding common stock, and by current officers and directors
of the Company.
<TABLE>
<CAPTION>
Stock Title Name and Address Amount of Beneficial Percentage
of Class of Beneficial Owner Ownership of Class
- -------- ------------------- --------- --------
<S> <C> <C> <C>
Common CSI, Inc. 4,722,000(1) 48.0%
1430 Larimer, #209
Denver, CO 80202
Common Dev K. Mahanti 2,500 .0025% (3)
1430 Larimer, #209
Denver, CO 80202
Common Steven C. Signer 83,000 1.3%(3)
1430 Larimer, #209 50,000 (2)
Denver, CO 80202
Common Eric J. and Susan K. 522,064 5.3%
Sundsvold 380,000(4) 3.8%
7133 S. Quebec Court
Englewood, CO 80112
All Officers and
Directors as a Group (3) 4,858,000 49.325%
(2 Persons)
</TABLE>
(1) CSI is beneficially owned by Messrs Signer and Mahanti, Officers and
Directors of the Company.
(2) 50,000 shares are solely owned by Reyna Culpepper, Mr. Signer's wife.
(3) Mr. Signer and Mr. Mahanti are the principal shareholders and officers of
CSI, Inc. (see Note 1)
(4) Susan Sundsvold is a shareholder/beneficial owner of Bay Island Ltd., owner
of 380,000 shares.
Item 12. Certain Relationships and Related Transactions.
There were no transactions or series of transactions for the fiscal year,
to which the Company is a party, in which the amount exceeds $60,000, and in
which, to the knowledge of the Company, any director, executive director,
nominee, five percent stockholder or any member of the immediate family of any
of the foregoing persons, have or will have a direct or indirect material
interest. The American Technology, Inc. potential acquisition which was proposed
in 1992 fiscal year, and in which the directors and officers had an interest,
was terminated due to audit problems.
<PAGE>
Part IV
Item 13. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) The following exhibits and financial statement schedules are filed as
exhibits to this Report:
1. Financial Statements of the Registrant are included under Item 8 hereof.
2. Financial Statement Schedules - None
3. Exhibits:
Exhibit # Description Location
3.1 Articles of Incorporation Exhibit to Annual Report on Form
10-K for Fiscal Year ended
June 30, 1986
3.2 Bylaws of Registrant Exhibit to Annual Report on Form
10-K for Fiscal Year ended
June 30, 1986
10.1 Termination of American (3)
Technology, Inc.
27.1 Financial Data Schedule (2)
(b) Reports on Form 8-K. There were no reports on Form 8-K for the twelve month
period ended June 30.
(c) Proxy Statements. There were no proxy statements or annual reports sent to
stockholders during the period covered herein.
<PAGE>
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant had duly caused this Report to be signed on
its behalf by the undersigned thereunto duly authorized, in the city of Denver,
State of Colorado on this 8th day of July, 1997.
White Cloud Exploration, Inc.
By: /S/ STEVEN C. SIGNER
--------------------------------
Steven C. Signer, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
--------- ----- ----
/S/ STEVEN C. SIGNER President July 8, 1997
- --------------------- Director
Steven C. Signer
/S/ DEV MAHANTI Secretary July 8, 1997
- --------------------- Director
Dev Mahanti
<PAGE>
Michael B. Johnson & Co., P.C.
(A Professional Corporation)
Certified Public Accountants
9175 East Kenyon Ave., Suite 100
Denver, Colorado 80237
Michael B. Johnson C.P.A. (303) 796-0099
Member: A.I.C.P.A.
Colorado Society of C.P.A.'s
Board of Directors
White Cloud Exploration, Inc.
We have examined the accompanying balance sheet of White Cloud Exploration,
Inc. (A Development Stage Company) as of March 31, 1997 and years ended June 30,
1992 through June 30, 1996, and the related statements of operations, cash
flows, and changes in stockholders' equity for the period July 22, 1983
(inception), through March 31, 1997, and the fiscal years ended December 31,
1996 through 1992. 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 statements 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 White Cloud Exploration, Inc. at
March 31, 1997 and June 30, 1992 through 1996, and the results of its operations
and its cash flows for the period July 22, 1983 (inception), through March 31,
1997, and the fiscal years ended June 30, 1992 through 1996, in conformity with
generally accepted accounting principles.
Denver, Colorado
May 24, 1997
<PAGE>
<TABLE>
<CAPTION>
WHITE CLOUD EXPLORATION, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
June 30,
March 31, -----------------------------------------------------------------
1997 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Current Assets:
Cash $ 100 $ 100 $ 100 $ 100 $ 100 $ 100
--------- --------- --------- --------- --------- ---------
TOTAL ASSETS $ 100 $ 100 $ 100 $ 100 $ 100 $ 100
========= ========= ========= ========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Liabilities:
Accounts Payable $ 29,555 $ 27,055 $ 27,055 $ 27,055 $ 27,055 $ 27,055
--------- --------- --------- --------- --------- ---------
TOTAL LIABILITIES 29,555 27,055 27,055 27,055 27,055 27,055
--------- --------- --------- --------- ---------- ---------
Stockholders' Equity:
Common stock, $.001 par value,
50,000,000 shares authorized,
9,825,000 shares
issued and outstanding 9,825 9,825 9,825 9,825 9,825 9,825
Additional paid-in capital 65,707 65,707 65,707 65,707 65,707 65,707
Deficit accumulated during the
development stage (104,987) (102,487) (102,487) (102,487) (102,487) (102,487)
--------- --------- --------- --------- --------- --------
Total Stockholders' Equity (29,455) (26,955) (26,955) (26,955) (26,955) (26,955)
--------- --------- --------- --------- --------- -------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 100 $ 100 $ 100 $ 100 $ 100 $ 100
========= ========= ========= ========= ========= =========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WHITE CLOUD EXPLORATION, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
For the July 22, 1983
Year Ended For the Year Ended June 30, (Inception) thru
March 31, ---------------------------------------------------------- March 31,
1997 1996 1995 1994 1993 1992 1997
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME $ -- $ -- $ -- $ -- $ -- $ -- $ --
OPERATING EXPENSES:
General & Administrative 2,500 -- -- -- -- -- 102,503
------------ --------- -------- --------- ---------- --------- -----------
Net Loss from Operations (2,500) -- -- -- -- -- (102,503)
Other Income & (Expense) -- -- -- -- -- -- (2,484)
------------ --------- -------- ---------- ---------- --------- -----------
Net Loss $ (2,500) $ -- $ -- $ -- $ -- $ -- $ (104,987)
============ ========= ========= ========== ========== ========= ===========
Weighted average number of
shares outstanding 9,825,000 9,825,000 9,825,000 9,825,000 9,825,000 9,825,000 12,899,214
Net Loss Per Share $ (*) $ (*) $ (*) $ (*) $ (*) $ (*) $ (*)
* Less than $0.01 per share
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WHITE CLOUD EXPLORATION, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
INDIRECT METHOD
For the July 22, 1983
Year Ended For the Year Ended June 30, (Inception) thru
March 31, ------------------------------------------------------------------- March 31,
1997 1996 1995 1994 1993 1992 1997
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Cash Flows From Operating
Activities:
Net Profit (Loss) $ (2,500) $ -- $ -- $ -- $ -- $ -- $(102,897)
Amortization of Organization
Costs -- -- -- -- -- -- 200
Increase (Decrease) in
Accounts Payables 2,500 -- -- -- -- -- 27,465
Common Stock issued for
services -- -- -- -- -- -- 33,000
Common Stock issued in
exchange for cancellation
of accrued expenses -- -- -- -- -- -- 30,382
----------- ----------- ---------- ----------- ---------- ---------- ---------
Net Cash Provided (Used)
by Operating Activities -- -- -- -- -- -- (11,850)
----------- ----------- ---------- ----------- ---------- ---------- ---------
Cash Flows From Investing
Activities:
Land and Equipment acquired -- -- -- -- -- -- 2,001,850
Distribution of property in
redemption of common stock -- -- -- -- -- -- 2,001,850
---------- ----------- ---------- ----------- ---------- --------- ----------
Net Cash Provided (Used)
by Investing Activities -- -- -- -- -- -- --
---------- ----------- ---------- ----------- ---------- --------- ----------
Cash Flow From Financing
Activities:
Expenses paid and cash
contributed by a stockholder -- -- -- -- -- -- 2,600
Proceeds from sale of common
stock -- -- -- -- -- -- 16,500
Deferred acquisition costs paid -- -- -- -- -- -- 6,600
Organization costs paid -- -- -- -- -- -- (550)
Common stock issued to
acquire land and equipment -- -- -- -- -- -- 2,001,850
Redemption on common stock
pursuant to distribution of
property -- -- -- -- -- -- 2,001,850
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net Cash Provided (Used)
in Financing Activities -- -- -- -- -- -- 11,950
----------- ----------- ----------- ----------- ----------- ----------- -----------
Increase (Decrease) in Cash -- -- -- -- -- -- 100
Cash and Cash Equivalents -
Beginning of Period 100 100 100 100 100 100 --
----------- ----------- ----------- ----------- ----------- ----------- -----------
Cash and Cash Equivalents -
End of Period $ 100 $ 100 $ 100 $ 100 $ 100 $ 100 $ 100
=========== =========== =========== =========== =========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WHITE CLOUD EXPLORATION, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
Deficit
Accumulated
Additional During the
Common Paid-In Development
Shares Stock Capital Stage Totals
------ ----- ------- ----- ------
<S> <C> <C> <C> <C> <C>
Balance at
July 22, 1983 (inception) -- $ -- $ -- $ -- $ --
Stock issued for cash to
related parties in connection
with business formation 525,000 525 975 -- 1,500
Stock issued for cash pursuant
to public offering, net of
offering costs of $6,600 1,500,000 1,500 6,900 -- 8,400
Stock issued for services 3,300,000 3,300 29,700 -- 33,000
Stock issued for cash pursuant
to Plan of Reorganization with
Public Oil 22,500,000 22,500 1,979,350 -- 2,001,850
Net loss, period ended
June 30, 1984 -- -- -- (42,015) (42,015)
----------- ----------- ----------- ----------- -----------
Balance at
June 30, 1984 27,825,000 27,825 2,016,925 (42,015) 2,002,735
Net loss, year ended
June 30, 1985 -- -- -- (25,476) (25,476)
----------- ----------- ----------- ----------- -----------
Balance at
June 30, 1985 27,825,000 27,825 2,016,925 (67,491) 1,977,259
Stock issued for services and
repayment of debt to a related
party 4,000,000 4,000 26,032 -- 30,032
Aquisition and retirement of
treasury stock in connection
with stock issued to Public
Oil (21,000,000) (21,000) (198,850) -- (2,001,850)
Aquisition and retirement of
treasury stock in connection
with stock issued for services (1,000,000) (1,000) 1,000 -- --
Net loss, year ended
June 30, 1986 -- -- -- (11,122) (11,122)
----------- ----------- ----------- ----------- -----------
Balance at
June 30, 1986 9,825,000 9,825 63,107 (78,613) (5,681)
Net loss for year ended
June 30, 1987 -- -- -- (4,269) (4,269)
----------- ----------- ----------- ----------- -----------
Balance at
June 30, 1987 9,825,000 9,825 (63,107) (82,882) (9,950)
----------- ----------- ----------- ----------- -----------
Net loss for year ended
June 30, 1988 -- -- -- (1,745) (1,745)
----------- ----------- ----------- ----------- -----------
Balance at
June 30, 1988 9,825,000 9,825 63,107 (84,627) (11,695)
----------- ----------- ----------- ----------- -----------
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WHITE CLOUD EXPLORATION, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
Deficit
Accumulated
Additional During the
Common Paid-In Development
Shares Stock Capital Stage Totals
------ ----- ------- ----- ------
<S> <C> <C> <C> <C> <C>
Expenses paid and cash
contributed by a shareholder -- -- 2,600 -- 2,600
Net loss for year ended
June 30, 1989 -- -- -- (12,127) (12,127)
---------- ---------- ---------- ---------- ---------
Balance at
June 30, 1989 9,825,000 9,825 65,707 (96,754) (21,222)
---------- ---------- ---------- ---------- ---------
Net loss for year ended
June 30, 1990 -- -- -- (3,643) (3,643)
---------- ---------- ---------- ---------- ---------
Balance at
June 30, 1990 9,825,000 9,825 65,707 (100,397) (24,865)
---------- ---------- ---------- ---------- ---------
Net loss for year ended
June 30, 1991 -- -- -- (2,090) (2,090)
---------- ---------- ---------- ---------- ---------
Balance at
June 30, 1991 $9,825,000 $ 9,825 $ 65,707 ($ 102,487) ($ 26,955)
========== ========== ========== ========== =========
Net loss for year ended
June 30, 1992 -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Balance at
June 30, 1992 $9,825,000 $ 9,825 $ 65,707 ($ 102,487) ($ 26,955)
========== ========== ========== ========== ==========
Net loss for year ended
June 30, 1993 -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Balance at
June 30, 1993 $9,825,000 $ 9,825 $ 65,707 ($ 102,487) ($ 26,955)
========== ========== ========== ========== ==========
Net loss for year ended
June 30, 1994 -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Balance at
June 30, 1994 $9,825,000 $ 9,825 $ 65,707 ($ 102,487) ($ 26,955)
========== ========== ========== ========== ==========
Net loss for year ended
June 30, 1995 -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Balance at
June 30, 1995 $9,825,000 $ 9,825 $ 65,707 ($ 102,487) ($ 26,955)
========== ========== ========== ========== ==========
Net loss for year ended
June 30, 1996 -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Balance at
June 30, 1996 $9,825,000 $ 9,825 $ 65,707 ($ 102,487) ($ 26,955)
========== ========== ========== ========== ==========
Net loss for the nine months
ended March 31, 1997 -- -- -- (2,500) (2,500)
---------- ---------- ---------- ---------- ----------
Balance at
March 31, 1997 $9,825,000 $ 9,825 $ 65,707 ($ 104,987) ($ 29,455)
========== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
WHITE CLOUD EXPLORATION, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
1. Organization and Summary of Significant Accounting Policies:
-----------------------------------------------------------
Organization -- White Cloud Exploration, Inc. (the Company) was incorporated in
the State of Utah on July 22, 1983, for the purpose of obtaining capital to seek
potentially profitable business opportunities. Since inception, the Company has
been engaged in organizational activities and is in the development stage.
Organization Costs -- Amortization of organization costs was provided using the
straight-line method over a five-year estimated life. They were fully amortized
by June 30, 1989.
Continuing Operations -- The accompanying financial statements have been
prepared on a going concern basis, which contemplates the realization of assets
and satisfaction of liabilities in the normal course of business. The
continuation of the Company as a going concern is dependent upon attaining and
maintaining profitable operations and the completion of a successful merger or
acquisition.
2. Stockholders' Deficiency:
------------------------
During 1984, the Board of Directors resolved that 3,300,000 shares of the
Company's common stock valued at $.01 per share, be issued to various parties in
connection with legal and other services provided in connection with the Public
Oil and Gas Service Company (a Colorado corporation) ("Public Oil") plan and
agreement of reorganization plan and agreement of reorganization.
On June 18, 1984, the Company entered into the plan and agreement of
reorganization with Public Oil. This agreement provided for the acquisition of
Public Oil's assets, which consisted primarily of undeveloped acreage and
certain tangible equipment, for 22,500,000 shares of the Company's $.001 par
value restricted and legended common stock, and the assumption of certain
liabilities.
In March 1986, the stockholders of Public Oil entered into an agreement with the
Company whereby the Company redeemed 21,000,000 shares of its common stock for
the reconveyance of all the properties and equipment that were originally
transferred on June 18, 1984. The shares were retired in 1986.
On March 31, 1986, the Board of Directors approved the issuance of 4,000,000
shares of the Company's stock to the Company's former president for past
services and repayment of advances made to the Company. The value of the
services and advances totaled $30,032.
During 1986, the Company received 1,000,000 shares of its common stock from an
individual who had received the stock as compensation for services. The services
were not adequately performed and the individual returned the shares to the
Company. The Company subsequently retired the shares.
<PAGE>
WHITE CLOUD EXPLORATION, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS (continued)
3. Income Taxes:
------------
The Company has net operating loss carryforwards of approximately $95,000 to be
used to offset future revenue. The book and tax carryforward approximate each
other. The benefits will expire in the years from 1998 to 2006.
4. Subsequent Events:
-----------------
In April, 1997, the Company issued 7,500,000 shares to the general public in
which the corporate attorney holds the proceeds of $7,500.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements for year ended June 30, 1992 which statement is dated May
24, 1997 by Michael B. Johnson & Co.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1992
<PERIOD-END> JUN-30-1992
<CASH> 100
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 100
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 100
<CURRENT-LIABILITIES> 27,055
<BONDS> 0
0
0
<COMMON> 9,825
<OTHER-SE> 65,707
<TOTAL-LIABILITY-AND-EQUITY> (26,955)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
