UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-KSB
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 33-3275-D
Sunwalker Development, Inc.
(Exact name of Registrant as specified in its charter)
UTAH 87-0431533
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
6975 South Union Park Center #600, Salt Lake City, Utah 84047
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code: (801) 256-9600
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
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 [ X ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K. [ ]
Revenue for the year ended December 31, 1998: $ 0.
As of November 4, 1999 it is unclear as to the aggregate market value of the
voting stock held by non-affiliates of the Registrant. This is due to the
low or almost non-existing trading of the Registrant's Securities.
As of November 4, 1999 the number of shares outstanding of the Registrant's
Common Stock was 2,814,377.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Sunwalker Development, Inc. ("the Company") was incorporated in the
State of Utah on March 28,1985. The Company was incorporated for the purpose
of providing a business framework within which capital could be raised and
business opportunities, with profit potential, could be sought. From the
period of inception until December 31, 1989, the Company operated as a
development stage corporation. Effective February 1, 1990, the Company began
permanent operations in the mining industry with emphasis on decorative rock
used in landscaping.
In April, 1990 the Company acquired a major mining property located in
Morristown, (near Wickenburg) Arizona. The total mining area controlled by
the Company comprises 36 separate mining claims and contains an estimated 53
million tons of ore reserves. In 1994 and 1995, the Company shut down all
operations, sold all of its assets and has had no operations since that time.
Effective October 8, 1999 the Company merged with Ecenter, Inc.
Subsequently, the Company changed its names to iShopper.com, Inc. As a result
of the merger, the Company has two new wholly-owned subsidiaries: Outbound
Enterprises, Inc. and iShopper Internet Services, Inc. Through these
subsidiaries the Company will be engaged in the business of providing cost
effective e-commerce development and support for all sizes of businesses.
This includes low cost solutions for small businesses that would normally have
the resources to create an e-commerce solution, as well as, fully customized
and specialized e-commerce sites for large organizations. iShopper.com's
clients are able to market their products in multiple languages and accept
payments in multiple currencies. A total of 125,000 shares were issued
pursuant to the merger.
As part of its corporate development, the Company subsequently issued
2,600,000 shares in a private placement at par value.
ITEM 2. DESCRIPTION OF PROPERTY
The Company currently operates from the office of the Company's
President and pays no rent or expenses.
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None - not applicable
PART II
ITEM 5. MARKET PRICE FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
Because this report is being prepared in 1999, the Company has not
been able to obtain any reliable trading history for the period reported.
During the year ended December 31, 1998 there appeared to be little or no
trading in the stock of the Company. As of November 4, 1999, the Company had
approximately 145 shareholders of record.
The Company has not declared any cash dividends on its Common Stock
since inception and its Board of Directors has no present intention of
declaring any dividends. For the foreseeable future, the Company intends to
retain all earnings, if any, for use in the development and expansion of its
business.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Financial Condition
The Company had no revenue during the year ended December 31, 1998.
Total stockholders' equity was $(222,417), as compared to $(211,632) at
December 31, 1997. The Company has no operating capital for future operations.
Liquidity and Capital Resources
The Company has no liquid assets and is currently in the process of
looking for business opportunities to merge with or acquire. At minimum, the
Company will need to raise additional capital through private funding to meet
the financial needs of being a reporting company. There is no guarantee that
the Company will be successful in obtaining necessary funding to develop any
business opportunities.
Results of Operations
The Company reported a net loss of $(10,785) for the year ended
December 31, 1998, compared to a loss of $(27,635) for the previous year.
The Company anticipates very little or no overhead from future operations
except interest expense until a successor business can be acquired or merged.
ITEM 7. FINANCIAL STATEMENTS
(a)(1) The following financial statements of the Company and its subsidiaries
have been filed as part of this report (see Item 8 "Financial
Statements and Supplementary Data"):
Independent Auditors' Report
Balance Sheets as of December 31, 1998 and 1997.
Statements of Operations for the years ended December 31, 1998 and
December 31, 1997.
Statement of Stockholders' Equity for the period from January 1, 1997
to December 31, 1998.
Statement of Cash Flows for the years ended December 31, 1998 and
December 31, 1997.
Notes to Financial Statements.
(2) Schedules are omitted because of the absence of conditions under
which they are required or because the required information is
given in the financial statements or notes thereto.
PART III
ITEM 8. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following information is furnished with respect to the Company's Board
of Directors and executive officers. There are no family relationship between
or among any of the Company's directors or executive officers.
Directors and Executive Officers
Age Director
Name (1999) Since Position with the Company
Robert Kropf 37 1999 President, CEO and Director
6975 South Union Park Drive
Suite 600
Salt Lake City UT 84047
ITEM 9. EXECUTIVE COMPENSATION
Compensation of Executive Officers and Directors
During the current fiscal year, no one in the Company's management
received compensation.
Employment Agreements and Other Compensation Arrangements
There are currently no agreements with members of management as to
employment or compensation.
Compensation of Non-Employee Directors
There is currently no compensation paid to non-employment directors.
ITEM 10. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Amount and Nature
Name and Address Of Beneficial Percent of
of Beneficial Owner Ownership Class
Robert Kroft 40,000 44.75 %
6975 South Union Park Drive
Suite 600
Salt Lake City UT 84047
Item 11. Certain Relationships and Related Transactions
Other than executive compensation, during the reported year the
Registrant did not enter into any transactions with management which are to
be reported under this Item.
Item 12. Exhibits, and Reports on Form 8-K
(A) Exhibits
Exhibit
No. Description
23.01 Consent of Crouch, Bierwolf & Chisholm
27.01 Financial Data Schedule
(b) The Registrant filed no current reports on Form 8-K during the last
quarter of the fiscal year ended December 31, 1998.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Sunwalker Development, Inc.
By: Robert Kropf
/s/ Robert Kropf
Dated: October 18, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons of behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Robert Kropf President and Director
(Principal Executive and
Financial Officer) October 18, 1999
INDEX TO FINANCIAL STATEMENTS
Report of Independent Certified Public Accountant
Financial Statements:
Balance Sheet - December 31, 1998 and 1997.
Statements of Operations - For the years ended December 31, 1998 and
December 31, 1997.
Statement of Stockholders' Equity - For the period from January 1, 1997
to December 31, 1998.
Statement of Cash Flows - For the years ended December 31, 1998 and
December 31, 1997.
Notes to Financial Statements
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
SunWalker Development, Inc.
Salt Lake City, Utah
We have audited the accompanying balance sheet of SunWalker Development, Inc.
(a Utah Corporation) as of December 31, 1998 and 1997 and the related
statements of operations, stockholders' (deficiency), and cash flows for the
years then ended. These financial statements are the responsibility of the
management of SunWalker Development, Inc. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe 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 SunWalker Development, Inc.
as of December 31, 1998 and 1997, and the results of their operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company's significant operating losses raise
substantial doubt about it ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
April 19, 1999
SunWalker Development, Inc.
Balance Sheet
ASSETS
December 31,
1998 1997
TOTAL ASSETS $ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable - related party
(Note 3) $ 60,000 $ 60,000
Taxes Payable (Note 1) 1,350 1,200
Interest Payable 35,067 24,432
Notes Payable (Note 4) 126,000 126,000
Total Current Liabilities 222,417 211,632
STOCKHOLDERS' EQUITY
Stock authorized; 100,000,000
shares at $.001
par value; 38,059,156 shares
issued and outstanding 38,059 38,059
Capital in Excess of Par Value 237,033 237,033
Deficit Accumulated During
Development Stage (497,509) (486,724)
Total Stockholders' Equity (222,417) (211,632)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ - $ -
SunWalker Development, Inc.
Statements of Cash Flows
For the Years Ended
December 31,
1998 1997
REVENUE $ - $ -
EXPENSES
General and Administrative - 20,000
Interest 10,635 7,635
Total Expenses 10,635 27,635
NET INCOME (LOSS) - Before Taxes $ (10,635) $ (27,635)
Taxes (Note 1) 150 150
INCOME (LOSS) $ (10,785) $ (27,785)
Loss Per Common Share $ - $ -
Average Outstanding Shares 38,059,156 38,059,156
SunWalker Development, Inc.
Statements of Stockholders' Equity
For the Period January 1, 1997 to December 31, 1998
Capital Retained
Common in excess of earnings
Shares Stock par value (deficit)
Balance at January 1, 1997 38,059,156 38,059 237,033 (458,939)
Net income (loss) for the year
ended December 31, 1997 - - - (27,785)
Balance, December 31, 1997 38,059,156 38,059 237,033 (486,724)
Net income (loss) for the year
ended December 31, 1998 - - - (10,785)
Balance, December 31, 1998 38,059,156 38,059 237,033 (497,509)
SunWalker Development, Inc.
Statements of Cash Flows
For the Years Ended
December 31,
1998 1997
SOURCES OF CASH
Net earnings $ (10,785) $ (27,785 )
CASH PROVIDED BY (USED FOR)
OPERATING ACTIVITIES
Increase/(Decrease) in:
Taxes payable/Interest payable 10,785 7,785
Accounts payable - 20,000
Net Cash Provided (Used for) Operations - -
INVESTMENT TRANSACTIONS - -
FINANCING TRANSACTIONS - -
Net increase (decrease) in cash - -
Beginning cash balance - -
Ending cash balance - -
Cash Paid For:
Interest $ - $ -
Taxes $ - $ -
SunWalker Development, Inc.
Notes to the Financial Statements
December 31, 1998 and 1997
NOTE 1 - Summary of Significant Accounting Policies
Organization
SunWalker Development, Inc. was incorporated in the State of Utah on
March 28, 1985. The Company was incorporated for the purpose of providing a
business framework within which capital could be raised and business
opportunities, with profit potential, could be sought. From the period of
inception until December 31, 1989, the Company operated as a development stage
corporation. Effective February 1, 1990 the Company began permanent
operations in the mining industry with emphasis on decorative rock used in
landscaping. In April, 1990 the Company acquired a major mining property
located in Morristown, (near Wickenburg) Arizona. The total mining area
controlled by the Company comprises 36 separate mining claims and contains an
estimated 53 million tons of ore reserves. In 1994 and 1995, the Company shut
down all operations, sold all of its assets and has had no operations since
that time.
Income (Loss) Per Share
The computation of income or (loss) per share of common stock is based on
the weighted average number of shares outstanding at the date of the financial
statements.
Income Taxes
The Company adopted Statement of Financial Standards No. 109 "Accounting
for Income taxes" in the fiscal year ended December 31, 1998 and was applied
retroactively.
Statement of Financial Accounting Standards No. 109 " Accounting for
Income Taxes" requires an asset and liability approach for financial
accounting and reporting for income tax purposes. This statement recognizes
(a) the amount of taxes payable or refundable for the current year and (b)
deferred tax liabilities and assets for future tax consequences of events
that have been recognized in the financial statements or tax returns.
Deferred income taxes result from temporary differences in the
recognition of accounting transactions for tax and financial reporting
purposes. There were no temporary differences at December 31, 1998 and
earlier years; accordingly, no deferred tax liabilities have been
recognized for all years.
The Company has cumulative net operating loss carryforwards of over
$400,000 at December 31, 1998. No effect has been shown in the financial
statements for the net operating loss carryforwards as the likelihood of
future tax benefit from such net operating loss carryforwards is not presently
determinable. Accordingly, the potential tax benefits of the net operating
loss carryforwards, estimated based upon current tax rates of $136,000 at
December 31, 1998 have been offset by valuation reserves of the same amount.
The net change in deferred tax asset and offsetting valuation reserve amounted
to $3,667 for 1998.
The Company has available over $400,000 in net operating loss
carryforwards that will beginto expire in the year 2005. The Company has
accrued $100 per year minimum state income taxes plus penalties and
interest.
SunWalker Development, Inc.
Notes to the Financial Statements
December 31, 1998 and 1997
NOTE 1 - Summary of Significant Accounting Policies (continued)
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NOTE 2 - Going Concern
The Company has suffered significant losses over the years and filed
bankruptcy from its mining operations in 1994. The Company emerged from
bankruptcy in 1994 with no assets and liabilities except tax liabilities to
the State of Utah and a note to the Bureau of Land Management. The Company is
currently seeking a negotiated settlement with the BLM and its other creditors
so as to be able to merge or acquire an ongoing business. Unless the
negotiated settlements are successful or a viable merger candidate is found,
there is a significant doubt that the Company can continue to operate beyond
the near future and/or pay its existing debt.
NOTE 3 - Accounts Payable - Related Party
The board of directors of the Company has authorized the accrual of
directors fees to one of the former officers and directors for services
rendered for 1995 to 1997 at $20,000 per year. In 1998, the Company negotiated
the debt into a convertible debenture with a 5% interest rate and is seeking
to convert the debt into equity. Interest of $3,000 was accrued on the debt in
1998.
NOTE 4 - Notes Payable - Bureau of Land Management
On March 10, 1993 the United States Department of Interior, Bureau of
Land Management (BLM) filed a complaint in district court naming the Company,
its directors and other related individuals, contending that the unpatented
claims held by the Company were invalid. Also, the BLM alleged that the
Company was removing landscaping material in excess of contracted tonnage.
In addition, allegations were made that the natural beauty of the desert
land surrounding the Morristown quarry was being damaged.
SunWalker Development, Inc.
Notes to the Financial Statements
December 31, 1998 and 1997
NOTE 4 - Notes Payable - Bureau of Land Management (continued)
Because of the seriousness of the complaint, the BLM was able to obtain a
prejudgement attachment and sequestration which, in effect, closed the
Morristown quarry. A receiver was appointed to collect Company accounts
receivable, liquidate inventory and pay Company debts. Permission was
granted by the Court for the Company to sell assets to pay current
operating expenses.
In a compromise settlement reached with the BLM on October 19, 1994, the
BLM acknowledged that the Company retains the right to apply for a patent for
the lands included in its unpatented mining claims. On November 19, 1994 the
Company two promissory notes payable to the BLM in the amounts of $81,000 and
$45,000 plus interest at the legal rate (6.06%) for federal judgements on the
day of execution for a term of three years. No payments were made on the
notes since 1994, during which time interest continued to accrue.
As of the audit date, the Company has ongoing negotiations with the BLM,
but no settlement has been reached. Interest accrued on the two notes was
$32,067 as of December 31, 1998 and $24,432 as of December 31, 1997. Interest
expense for 1997 and 1998 was $7,635.
We hereby consent to the use of our audit report of Sunwalker Development, Inc.
dated September 20, 1999 for the year ended December 31, 1998 in the Form
10KSB Annual Report for the year 1998.
s/s Crouch, Bierwolf & Chisholm
Salt Lake City, UT
September 20, 1999
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