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, 1997
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, 1997, 100,000 shares of common stock were
outstanding. The aggregate market value of the Stock held
by non-affiliates was none at June 30, 1997.
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. 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.
On April 17, 1997, WCM Investments, Inc. (William C. Meier)
purchased control of Registrant through the acquisition of
5,010,750 shares of common stock which constituted 51% of total
outstanding common stock.
On May 14, 1997, the company issued 7,500,000 shares of
common stock to WCM Investments, Inc. for $7,500 in consideration.
This, in the aggregate, increased the control of Registrant by WCM
Investments, Inc. to 72.2% of the outstanding shares.
On June 29, 1997, the Board of Directors approved and
implemented a reverse split of the outstanding shares of stock of
173.25 to one, reducing the outstanding shares to 100,000,
effective June 29, 1997.
On May 30, 1997, the company entered into an agreement with
Goldpoint, Ltd. to acquire Goldpoint for 2,140,000 shares of
common stock of registrant. The agreement is subject to funding
of certain notes totalling up to $550,000.
On May 30, 1997, the company entered into an agreement with
Watchout, Inc. to acquire Watchout for 11,640,003 shares of
common stock of registrant. The agreement is subject to funding
of certain notes totalling up to $550,000.
At June 30, 1997, no funding of notes, nor closing of
transactions with Watchout, Inc. or Goldpoint, Ltd. had occurred.
<PAGE>
Employees and Consultants
The Company at fiscal year end had 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.
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 the 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
1996 Bid High Bid Low
________________________________________________________________
1st Quarter no quote no quote
2nd Quarter no quote no quote
3rd Quarter no quote no quote
4th Quarter no quote no quote
<PAGE>
Common Stock Common Stock
1997 Bid High Bid Low
________________________________________________________________
1st Quarter no quote no quote
2nd Quarter no quote no quote
3rd Quarter no quote no quote
4th 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, 1997,
there are approximately 197 record 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.
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Financial Condition
During fiscal year 1997, 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 1997 or 1996. The Company at year
end June 30, 1997, had $100 in cash compared with $0 in cash at
June 30, 1996, and no other significant assets. The Company at
fiscal year end 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
from shareholder advances. The company had nominal cash at
current year end, and nominal cash at previous year end and no
capital assets at the end of either year.
Results of Operations 1997 Compared to 1996
No Revenues were generated in 1997 or 1996. In the fiscal
year ended June 30, 1997, the Company incurred expenses of legal,
accounting, and administrative expenses totalling $9,002. As of
<PAGE>
June 30, 1997, the Company had no material commitments for
capital expenditures.
In the fiscal year ended June 30, 1996, the Company
incurred no general and administrative expenses, and had no net
operating loss in 1996. In the fiscal year ended June 30, 1997,
the Company incurred an operating loss of ($9,002) for FY ended
June 30, 1997.
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, 1996, 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, in which case it may commence
active operations and generate revenues, depending on the nature
and activities after the merger.
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.
For Fiscal Year 1992 and thereafter the Company engaged as
its Auditor Michael B. Johnson & Co. There were no disagreements
as to any matter of accounting practice or principles, financial
statement disclosure or auditing scope or procedure.
<PAGE>
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 48 President 10/9/89
Dev K. Mahanti 38 Secretary/Treasurer 10/9/89
Business Experience
The following is a brief account of the business experience
during the past five years of the former officer/directors at the
end of the period, 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 at fiscal year end was currently
the President and a Director of White Cloud Exploration. Mr. Signer
has been a member of the National Association of Securities Dealers, Inc.
since 1977 and served as a securities broker for Cohig & Co. for
the period 1992 to date. Mr. Signer received a degree in
Economics in 1971 from the University of Colorado in Boulder,
Colorado. He has been President and director of CSI, Inc., since
1992.
Dev Mahanti. Mr. Mahanti at fiscal year end was Director and
Secretary of Registrant. In 1981, he received a Bachelor of Science
degree in Accounting from the University of Detroit and is a CPA in Colorado.
From 1992 to date he has been a licensed securities broker with Cohig
& Co. He has been Secretary and Director of CSI, Inc. since 1992.
Directors of the Company hold office until the next annual
meeting of the shareholders and until their successors have been
elected and qualified.
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
<PAGE>
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 late Number of Known failures
reports transactions not to file forms
reported on a
timely basis
a. 1997(7) one i) Annual Form 5
Form 4
b. 1997(7) one i) Annual Form 5
Form 4
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 1997 fiscal year. No one
executive officer received, or has accrued for his benefit, in
excess of $60,000 for the year. No cash bonuses were or are to
be paid to such persons.
The Company does not have any employee incentive stock option
plans.
There are no plans pursuant to which cash or non-cash
compensation was paid or distributed during the last fiscal year, or
is proposed to be paid or distributed in the future, to the executive
officers of the Company. No other compensation not described above
was paid or distributed during the last fiscal year to the executive
officers of the Company. There are no compensatory plans or
arrangements, with respect to any executive office of the Company,
which result or will result from the resignation, retirement or any
other termination of such individual's employment with the Company or
from a change in control of the Company or a change in the individual's
responsibilities following a change in control.
<PAGE>
SUMMARY COMPENSATION TABLE OF EXECUTIVES
Annual Compensation Awards
Name and Principal Fiscal Salary Bonus Other Annual Restricted Securities
Position Year ($) ($) Compensation Stock Underlying
($) Awards(s) Options/
($) SARs (#)
Steven C. Signer, 1994 0 0 0 0 0
President
1995 0 0 0 0 0
1996 0 0 0 0 0
Dev Mahanti, 1994 0 0 0 0 0
Secretary
1995 0 0 0 0 0
1996 0 0 0 0 0
Option/SAR Grants Table (None)
Aggregated Option/SAR Exercises in Last Fiscal Year an FY-EndOption/SAR
value (None)
Long Term Incentive Plans - Awards in Last Fiscal Year (None)
DIRECTOR COMPENSATION FOR LAST FISCAL YEAR
(Except for compensation of Officers who are also Directors which
Compensation is listed in Summary Compensation Table of
Executives)
Cash Compensation Security Grants
Name Annual Meeting Consulting Number Number of
Retainer Fees ($) Fees/Other ofShares Securities
Fees ($) Fees/($) (#) Underlying
Options/
SARs (#)
Director, Steven C. 0 0 0 0 0
Signer
Director, Dev 0 0 0 0 0
Mahanti
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.
<PAGE>
Stock Title Name and Address Amount of Beneficial Percentage
of Class of Beneficial Owner Ownership of Class
Common WCM Investments, Inc. 72,212(1) 72%
2350 Airport Freeway #660
Bedford, TX 76022
Common Dev K. Mahanti 14 .0001%
Secretary & Director
1430 Larimer, #209
Denver, CO 80202
Common Steven C. Signer 772(2) .77%
President & Director
1430 Larimer, #209
Denver, CO 80202
All Officers and 786 .78%
Directors as a Group
(2 Persons)
(1) WCM Investments, Inc. is beneficially owned by William C. Meier.
(2) Includes 289 shares owned by Reyna Culpepper, Mr. Signer's wife.
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, except as follows:
WCM Investments, Inc. beneficially owned by William
C. Meier contributed $7,500 in cash and other consideration
to the Company in May 1997 for issuance of 7,500,000 shares
of common stock, pre-reverse split. By virtue of this transaction
WCM became the owner of 72% of the then outstanding common
stock of the registrant when combined with other holdings.
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.
<PAGE>
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 Reporton
Form 10-K for Fiscal Year ended
June 30, 1986
27.1 Financial Data Schedule Attached
(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.
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 San Francisco, State of
California on this 15th day of January, 1998.
White Cloud Exploration, Inc.
By: /s/ Robert Galoob
Robert Galoob, 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/Robert Galoob President January 15, 1998
Robert Galoob Director
/s/David Galoob Secretary January 15, 1998
David Galoob Director
WHITE CLOUD EXPLORATION, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
June 30, 1997
<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 sheets of White Cloud
Exploration, Inc. (A Development Stage Company) as of June 30,
1997 and 1996 and the related statements of operations, cash
flows, and changes in stockholders' equity for the years ended
June 30, 1997, 1996, and 1995 and for the period July 22, 1983
(inception), through June 30, 1997. These financial statements
are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our 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 June 30, 1997 and 1996, and the results
of its operations and its cash flows for the period July 22, 1983
(inception), through June 30, 1997 in conformity with generally
accepted accounting principles.
/s/ Michael B. Johnson & Co., P.C.
Denver, Colorado
December 1, 1997
<PAGE>
June 30, June 30,
1997 1996
ASSETS:
Current Assets:
Cash $ 100 $ 100
TOTAL ASSETS $ 100 $ 100
LIABILITIES AND STOCKHOLDERS'
EQUITY:
Liabilities:
Accounts Payable $ 28,557 $ 27,055
TOTAL LIABILITIES 28,557 27,055
Stockholders' Equity:
Common stock, $.001 par value,
50,000,000 shares authorized,
100,000 shares issued and
outstanding 100 57
Additional paid-in capital 82,932 75,475
Deficit accumulated during the
development stage (111,489) (102,487)
Total Stockholders' Equity (28,457) (26,955)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 100 $ 100
<PAGE>
<TABLE>
<CAPTION>
For the For the For the July 22,1983
Year Ended Year Ended Year Ended (Inception)thru
June 30, June 30, June 30, June 30,
1997 1996 1995 1997
<S> <C> <C> <C> <C>
INCOME $ - $ - $ - $ -
OPERATING EXPENSES:
General & Administrative 9,002 109,005
Net Loss from Operations (9,002) (109,005)
Other Income & (Expense) - - - (2,484)
Net Loss $ (9,002) $ - $ - $ (111,489)
Weighted average number
of shares outstanding 100,000 56,710 56,710 71,031
Net Loss Per Share $ (0.09) $ - $ - $ (1.57)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
For the For the For the July 22,1983
Year Ended Year Ended Year Ended (Inception)thru
June 30, June 30, June 30, June 30,
1997 1996 1995 1997
<S> <C> <C> <C> <C>
Cash Flows From Operating
Activities:
Net Profit (Loss) $ (9,002) $ - $ - $ (109,399)
Amortization of
Organization Costs - - - 200
Increase (Decrease) in
Accounts Payables 1,502 - - 26,467
Common Stock issued for
services - - - 33,043
Common Stock issued in
exchange for
cancellation of accrued
expenses - - - 30,382
Net Cash Provided (Used)
by Operating Activities (7,457) - - (19,307)
Cash Flows From Investing
Activities:
Land and Equipment
acquired 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
Proceeds from stock
issuance 7,457 - - 7,457
Deferred acquisition
cost paid - - - (6,600)
Organization costs paid - - - (550)
Common stock issued
to acquire land and
equipmint - - - 2,001,850
Redemption on common
stock pursuant to
distribution of property - - - (2,001,850)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
For the For the For the July 22, 1983
Year Ended Year Ended Year Ended (Inception) thru
June 30, June 30, June 30, June 30,
1997 1996 1995 1997
<S> <C> <C> <C> <C>
Net Cash Provided(Used)
in Financing Activities 7,457 - - 19,407
Increase (Decrease) in
Cash - - - 100
Cash and Cash
Equivalents Beginning
of Period 100 100 100 -
Cash and Cash
Equivalents - End of
Period $ 100 $ 100 $ 100 $ 100
Supplemental Cash Flow
Information:
Interest $ $ $ $ -
Taxes Paid $ $ $ $ -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
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 3,030 3 1,497 - 1,500
Stock issued
for cash
pursuant to
public offering,
net of offering
costs of $6,600 8,658 9 8,391 - 8,400
Stock issued
for services 19,048 19 32,981 - 33,000
Stock issued
for cash
pursuant to
Plan of
Reorganization
with Public Oil 129,870 130 2,001,720 - 2,001,850
Net loss,
period ended
June 30, 1984 - - - (42,015) (42,015)
Balance at
June 30, 1984 160,606 161 2,044,589 (42,015) 2,002,735
Net loss, year
ended
June 30, 1985 - - - (25,476) (25,476)
Balance at
June 30, 1985 160,606 161 2,044,589 (67,491) 1,977,259
Stock issued for
services and
repayment of
debt to a
related party 23,088 23 30,009 - 30,032
Aquisition and
retirement of
treasury stock
in connection
with stock
issued to
Public Oil (121,212) (121) (2,001,729) - (2,001,850)
Aquisition and
retirement of
treasury stock
in connection
with stock
issued for
services (5,772) (6) 6 - -
Net loss, year
ended
June 30, 1986 - - - (11,122) (11,122)
Balance at
June 30, 1986 56,710 57 72,875 (78,613) (5,681)
Net loss for
year ended
June 30, 1987 - - - (4,269) (4,269)
Balance at
June 30, 1987 56,710 57 72,875 (82,882) (9,959)
Net loss for
year ended
June 30, 1988 - - - (1,745) (1,745)
Balance at
June 30, 1988 56,710 57 72,875 (84,627) (11,695)
Expenses paid
and cash
contributed
by a shareholder - - 2,600 - 2,600
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Common Paid-In Development
Shares Stock Capital Stage Totals
<S> <C> <C> <C> <C> <C>
Net loss for
year ended
June 30, 1989 - - - (12,127) (12,127)
Balance at
June 30, 1989 56,710 57 75,475 (96,745) (21,222)
Net loss for
year ended
June 30, 1990 - - - (3,643) (3,643)
Balance at
June 30, 1990 56,710 57 75,475 (100,397) (24,865)
Net loss for
year ended
June 30, 1991 - - - (2,090) (2,090)
Balance at
June 30, 1991 56,710 57 75,475 (102,487) (26,955)
Net loss for
year ended
June 30, 1992 - - - - -
Balance at
June 30, 1992 56,710 57 75,745 (102,487) (26,955)
Net loss for
year ended
June 30, 1993 - - - - -
Balance at
June 30, 1993 56,710 57 75,475 (102,487) (26,955)
Net loss for
year ended
June 30, 1994 - - - - -
Balance at
June 30, 1994 56,710 57 75,475 (102,487) (26,955)
Net loss for
year ended
June 30, 1995 - - - - -
Balance at
June 30, 1995 56,710 57 75,475 (102,487) (26,955)
Net loss for
year ended
June 30, 1996 - - - - -
Balance at
June 30, 1996 56,710 57 75,475 (102,487) (26,955)
Stock issued for
services and
repayment of
debt to a
related party 43,290 43 7,457 - 7,500
Net loss for
the year
ended June 30,
1997 - - - (9,002) (9,002)
Balance at
June 30, 1997 100,000 $ 100 $ 82,932 $ (111,489) $ (28,457)
</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 agreementof 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. Stock Reverse Split:
In June 1997, the company elected to split the company's stock
reversely at a rate of 173.25 to 1. The amounts in the financial
statements have been adjusted to reflect the conversion.
5. Subsequent Event:
The company has contracted to merge with two outside companies.
There are numerous conditions associated with the contracts that
have not been settled. Once the contracts are consummated, the
company will require the issuance of 13,750,000 of its common
stock (post reverse split).
