U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-K
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COUNTRYLAND WELLNESS RESORTS, INC
(Exact name of registrant as specified in its charter)
DELAWARE 84- 0687501
(State or jurisdiction of (IRS Employer
incorporation or Identification No.)
organization)
2205 Purple Majesty Court, Las Vegas, Nevada 89117-2747
Telephone Number (702) 240-4408 Fax Number (702) 240-4345
(Address and telephone number of principal executive offices)
STANDARD INDUSTRIAL CLASSIFICATION: Mining, Wellness Hotels and Casinos
SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT
Name of each Exchange on which registered: None.
Title of each class of securities registered pursuant to Section 12 (g) of
the Act: Equity Stock, $.003 Par Value.
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.
YES___ NO_X_
The agregate market value of the voting stock held by non-affiliated of the
registrant is none; there are no affiliates owning any stock of registrant.
See Item 5. Market for Registrant's Common Equity and Related Matters.
The number of shares of common stock outstanding as of December 31, 1999
was 90,250,877.
Documents Incorporated by Reference: None.
ITEM 1. BUSINESS
In this report the term "the Company" refers to Countryland Wellness Resorts,
Inc. individually. The Company owns 39 unpatented mining claims and one
mill site covering approximately 750 acres in Quincy, Plumas County,
California about 8 miles from Quincy, California. The properties contain
gold and silver ores with ample proven reserves.
ITEM 2. PROPERTIES
The mining properties described above are located on Buck Lake Road,
approximately 8 miles from Quincy, California, in the High Sierra Mountains.
ITEM 3. LEGAL PROCEEDINGS
There are no legal proceedings to report.
ITEM 4. SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of the fiscal year covered
by this report to a vote of security holders, through the solicitation of
proxies or otherwise.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The principal United States market in which the Company's equity stock is
traded is none at present. There is no other trading market. The following
table sets forth periods indicating the range of the high and low bid
quotations for the Company's common stock as reported. The reported bid
quotations reflect inter-dealer prices, without retail markup, markdown, or
commissions, and may not necessarily represent actual transactions.
The common stock has traded on the "pink sheets" maintained by the National
Quotation Bureau and on the NASD's Electronic Bulletin Board since April 25,
1976. The following table gives the high and low bid prices since
December 31, 1992 reported by the market makers of the Equity Units. The
Company does not believe that trading of its Equity Units currently is
reflective of an established trading market.
1999 LOW HIGH
1st Quarter No Trading No Trading
2nd Quarter No Trading No Trading
3rd Quarter No Trading No Trading
4th Quarter No Trading No Trading
1998 LOW HIGH
1st Quarter No Trading No Trading
2nd Quarter No Trading No Trading
3rd Quarter No Trading No Trading
4th Quarter No Trading No Trading
1997 LOW HIGH
1st Quarter No Trading No Trading
2nd Quarter 6 3/8 7
3rd Quarter 6 1/2 7
4th Quarter 6 5/8 7
1996 LOW HIGH
1st Quarter No Trading No Trading
2nd Quarter No Trading No Trading
3rd Quarter No Trading No Trading
4th Quarter No Trading No Trading
1995 LOW HIGH
1st Quarter No Trading No Trading
2nd Quarter No Trading No Trading
3rd Quarter No Trading No Trading
4th Quarter No Trading No Trading
1994 LOW HIGH
1st Quarter No Trading No Trading
2nd Quarter No Trading No Trading
3rd Quarter No Trading No Trading
4th Quarter No Trading No Trading
1993 LOW HIGH
1st Quarter No Trading No Trading
2nd Quarter No Trading No Trading
3rd Quarter No Trading No Trading
4th Quarter No Trading No Trading
1992
1st Quarter No Trading No Trading
2nd Quarter No Trading No Trading
3rd Quarter No Trading No Trading
4th Quarter No Trading No Trading
Company trading is pending approval. As of December 31, 1999,
there were approximately 575 holders of Company Equity Units. No trading or
volume is available because the Equity Units are waiting for approval
from an appropriate Stock Exchange before starting to trade. In 1997, some
shares were traded under Regulation S on the Taipei, Taiwan OTC Market by
New City Trading Co., Ltd.
ITEM 6. SELECTED FINANCIAL DATA
Year Ending December 31, 1998
As of the end of the period: (Dollars in thousands, except per share)
1994 1995 1996 1997 1998 1999
Total assets:
$25,841 $25,841 $30,682 $ 1,555,541 $2,672,379 $1,504,575
Working capital:
$ .00 $ .00 $ .00 $16,432 $16,432 $ .00
Long term debt & capital lease obligation:
$ .00 $ .00 $ .00 $28,284 $34,214 $ .00
Shareholder's equity:
$25,759 $25,841 $30,348 $1,493,240 $2,672,379 $1,233,575
Book value per share:
$0.65 $0.65 $0.34 $17.23 $29.61 $13.67
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Company was incorporated on October 29, 1974. The company has been
engaged in the discovery and development of precious metals mining of
properties located in Quincy, Plumas County, California, where it owns 39
unpatented mining claims on 750 acres of land. All assessment work has been
done at the mines and all reports have been filed with the Bureau of Land
Management in Sacramento, California and the County of Plumas in accordance
with mining rules and regulations. The company has a permit to operate on
a small scale the mines from the United Sates Forestry Department, Quincy,
California. The company intends to go into a large scale mining venture to
recover more gold and silver from its proven reserves as soon as the price of
gold increases in value. The results will be increased gross revenues and
liquidity. As a small scale operation, the Company is limited to mining 200
tons of ore per day.
The Company is in the process of establishing a Life Extension Center, a
Longevity Members Association, for the purpose of helping people live longer by
using preventive medicine coupled with gene testing to discover and treat
disease, and to repair genes through use of genetic engineering followed with
a program of exercise and nutrition. The member signs for a week per year for
period of ten years and receives one week of care at the center each year.
The cost for this program is $1,000.00 per year per member making it an
attractive way to reduce the cost of medical treatments. This program will have
a material impact on the Company's short and long term liquidity.
The Life Extension Program will prevent people from getting sick, and
therefore will reduce the cost of medical treatments by preventing diseases.
Income taxes are provided for on income for the period in which items of
income and expense are earned or incurred regardless of when they are recorded
for income tax purposes. In December 1994 the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards Number 109,
"Accounting for Income Taxes" (FASB). Adoption of FASB 109 is required for
fiscal years beginning after December 15, 1994. The Company has adopted FASB
109 for its fiscal year ended October 31, 1996. The adoption of FASB 109 has
not had an adverse impact on the Company's financial position.
No known trends, events, or uncertainties will have any material effect
on the net sales of the Company.
There are no seasonal aspects that will affect the Company's financial
condition or results of operations.
The Company's mergers with China International Packaging Leasing Co., Ltd.
and with Network Electric Company were canceled by mutual consent in 1999, and
the Company's financial statements no longer reflect consolidated financial
information for fiscal or calendar year 1999.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial Statement and supplementary data of the Company are located in
adjacent pages and are listed and incorporated herein by reference. The data
reported for 1998 reflects consolidated income and loss figures resulting from
the Company's merger agreements with China International Packaging Leasing Co.,
Ltd. and Network Electric Company; both merger agreements were terminated by
mutual consent, and the financial information for 1999 has been adjusted to
reflect such merger agreement cancellation.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There are no changes or disagreements with accountants on accounting and
financial disclosure.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The By-Laws of the Company provide that the number of Directors constituting
the entire Board shall be nine. Directors are elected at each annual meeting
of shareholders and serve until the next annual meeting of stockholders, and
until their successors have been elected and qualified. The Company held an
annual meeting of shareholders on August 22, 1996, and since then one Director
died, one Director resigned, and the vacancies on the Board have not been
filled.
The officers serve at the pleasure of the Board of Directors, however
currently there is no executive officer of the Company who is not also a
Director. Biographical information for the directors and executive officers
of the Company is as follows:
NAME AGE TITLE
Fred Cruz 78 President and Chief Executive
Officer, and Chairman
Fernando Juan 58 Chief Financial Officer, Vice
President, and Secretary
Identified herein are all directors and executive officers of the Company.
The information set forth as to each Director and Executive Officer has been
furnished by such person.
Fred Cruz, 78, is and has been since October 1987, a director, chairman of
the board, and president of the company. Cruz holds two doctorate degrees,
Doctor of Podiatric Medicine, which he received from the California College of
Podiatric Medicine in San Francisco, California, and Doctor of Medicine, which
he received from the Saltillo Medical School, Inter-American University in
Coahuela, Mexico, in 1981.
Cruz had operated many medical clinics in the State of California and at
present is retired from his profession but he has engaged in many business
ventures and has been working with precious metals for the last 30 years.
Cruz no longer has a license to practice Medicine or Podiatry as he is retired.
RICK ERIKSEN, 42, Experience April 1996 to February 1998, National Sales
Manager, Partners Across America, Altamonte Springs, Florida, April 1995 to
March 1996--was a Licensed Real Estate Agent, Marriot Vacation Club
International (MVCI) Newport Beach, California and Pacific Monarch Resorts,
Laguna Hills California; November 1990 to April 1995 Commercial Investment
Real Estate Agent Marcus & Millichap, Inc., of California Newport Beach,
California, July 1994 to April 1995 Century 21, Irvine/Santa Ana, California;
February 1985 to October 1990 Commodity Futures Broker for Clayton-Balfour
Brokerage, Irvine, California; Credentials California Real Estate License
#01102626 issued February 11, 1991 and renewed on March 14, 1999.
DONALD STUDER, age 69, Attorney at Law, in practice since January 9, 1969.
Experience in contract law, corporate law, labor law and business administra-
tion. President and Director of Grand American International Corporation from
1984 to 1996. Attorney and SubTrustee of Grand American Bank Trust from 1984
to 1996. Negotiated the acquisition of a full service bank in the United Arab
Emirates. Engaged in the general practice of law, with emphasis on business,
real-estate and labor law. Conducted a real estate brokerage for 3 years.
Negotiated over 300 collective bargaining agreements. Represented clients in
more than 300 each NLRB proceedings, State and Federal Court actions. Worked
with Brundage, Williams & Zellman Law Firm in San Diego, California as a Staff
Attorney, specializing in labor law. Opened own law office while still
employed with Ryan Aeronautical Company as an electronic engineer. Handled over
1,000 cases including criminal, divorce, personal injury, probate, bankruptcy
and contract matters. Member of Phi-Kappa Phi, Sigma Pi Sigma, Sigma Tau Sigma,
Phi Beta Phi, State Bars of California and Louisiana. Listed in Who's Who in
American Law (1st edition). Received a BS degree in Physics, with honors, from
the University of Florida in April 1963, and a JD degree, Magna Cum Laude, from
the University of San Diego in 1968.
STEIN, GARY, A well organized individual who possesses excellent people skills,
that have established his leadership and respect among his peers and clients.
Professional Gambling Industry Experience, November 1989 to present Mirage
Resorts Hotel and Casino as Floor Casino Supervisor Baccarat, Blackjack,
Roulette and Pai-Gow Poker. 1990 to present Community College of Southern
Nevada, Adjunct Professor; Casino Management, July 1987 to November 1989 MGM
Bally's, Casino Floor Supervisor, October 1985 to July 1987 Dealer, February
1984 to October 1985 Barbary Coast Hotel and Casino, Dealer, Education Community
College of Southern Nevada A.A.S in Casino Management, graduated with Honors,
University of Central Florida Majored in Finance, Long Island University Majored
Marketing and Sullivan County Community College, A.A.S. in Business
Administration. Licensed by the Nevada Gaming Board.
KLACSMANN, KARL L., Education: Clark County Community College Las Vegas, Nevada
A.A.S degree in Hotel Management 1975, University of Nevada Las Vegas, B.A.
degree Hotel Administration with major in Casino Operations, Casino
Management, Hotel and Casino Marketing, Matemathics of Casino Gamings,
Surveilence and Protection of Table Games. Work Experience: 1989 to present
Mirage Hotel and Casino Las Vegas, Nevada, Casino Gaming Department, 1982 to
1989 Sands Hotel Las Vegas, Nevada, Casino Executive, 1981 to 1982 Claridge
Hotel, Atlantic City, New Jersey, Casino Executive, 1980 to 1981 Sands Hotel,
Atlantic City, New Jersey, Casino Executive, 1973 to 1979 Dunes Hotel and Casino
Las Vegas, Nevada Supervisory Manager of the Casino, 1972 to 1973 Stardust Hotel
and Casino Las Vegas, Nevada Dealer, 1970 to 1972 Hacienda Hotel and Casino Las
Vegas, Nevada Dealer, 1970 Completion of Nevada Gaming School, 1969 to 1970 Four
Seasons Restaurant, New York City, Assistant to the Director of the hotel.
JOHN MAVROS, Mavros has a broad background on three continents involving the
operations and sales of hotels and suite properties. Has held key management
positions over a period of several years with the Westin Century Plaza Hotel
in Los Angeles, opened the Westin Philippine Plaza in Manila, was general
manager of the Grande Bretagne Hotel in Athens, Greece, served as Vice
President and General Manager of the Registry Hotel Corporation in Irvine and
Universal City, California, served as Senior Vice President of California
Hotels Corporation. Mavros Is also a member or the University of Arizona
Presidents Club, and holds a Certified Hotel Administrator designation
from the Educational Institute of the American Hotel -Motel Association.
LEWIS AKMAKJIAN, 76, Graduate in business and financing with major in securities
transactions and operations. Has been stockbroker since 1958 and worked as
follows in the Securities Business: 1966, Toluca Pacific Securities
Corporation, Manager, 1990 to 1995. H.J. Mayer and Company, Broker-Manager,
1975 to 1988. C.L., McKinne, broker and manager, 1972 to 1975. G.L. Bisbak as
manager, 1958 to 1972. Foreman and company as Securities Broker Manager, 1955
to 1958. J. Logan and Company as stockbroker manager. Specialist securities
analyst, broker/dealer, underwriting, selling and purchase of stocks and bonds.
License CRD 2204 with approval granted in California National Association of
Securities Dealers and New York Stock Exchange,
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth all cash compensation paid or accrued
including bonuses paid or accrued, to the following persons during 1999, for
services rendered in all capacities to the Company.
Number of Individuals Capacities in which Cash
or Number in Group served during 1998
None None None
The Company pays no compensation to directors for services as director.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table shown below (1) contains certain information with respect to any
person (including any "group" as that term is used in Section 13(d)(3) of the
Securities and Exchange Act of 1934), who are known to the Company to be
beneficial owners (as that term is defined in rules and regulations of the
Securities and Exchange Commission under Federal Securities Laws) of more than
5% of the Company's common stock. Three persons and one group are known to the
Company to be the beneficial owner of 5% or more of the Company's common stock.
Name and address of Beneficial Owner and Percentage of Shares:
9% Kari L. Cruz
2205 Purple Majesty Court
Las Vegas, NV 89117-2747
12% Estate of Frank Coberly
950 N. Cascade Dr. Apt. 201
Woodburn, OR 97071-3152
10% Joseph Witzman
5946 Soledad Mountain Road
La Jolla, CA 92037
60% Grand American Bank Trust
Estate Trust Organization
Geneva, Switzerland
All Officers and Directors as a group: None.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no "certain relationships and related transactions" involving
the Company
ITEM 14. EXHIBITS, FINANCIAL STATEMENT AND REPORTS
(a) The following documents are filed as part of this report:
1. Financial Statement and Supplementary Data
Financial Statements.
Balance Sheets as of December 31, 1999 and 1998.
Notes to Financial Statements.
2. Exhibits
Geological Report covering the mining properties and proven reserves
included in the Financial Statements.
(b) Reports on Form 8-K:
None.
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 hereunto duly authorized.
COUNTRYLAND WELLNESS RESORTS, INC.
By: /S/ Fernando Juan Dated: March 31, 2000
Fernando Juan
Secretary and
Chief Financial Officer
FINANCIAL STATEMENT
COUNTRYLAND WELLNESS RESORTS, INC.
INDEX
Page
Balance Sheets December 31, 1999... 1-2
and December 31, 1998
Statement of Income................ 3
Notes to Financial Statements...... 4-8
1.
COUNTRYLAND WELLNESS RESORTS, INC.
CONSOLIDATED BALANCE SHEETS
December 31, 1999 and December 31, 1998
December 31, December 31,
1998 1999
ASSETS
Cash on Hand 1,649 .00
Cash in Bank 4,447,136 .00
Marketable Securities (Note 2) 1,122,300,816 .00
Accounts Receivable 161,381 .00
Total Current Assets 1,126,910,982 .00
Proven Reserves (Note 6)
Gold 2,051,000,000 2,019,500,000
Less cost of mining (note 13) - 616,000,000 - 616,000,000
Net Gold Reserves 1,435,000,000 1,403,500,000
Silver 91,580,000 102,747,000
Less cost of mining (Note 13) - 1,672,000 - 1,672,000
Net Silver Reserves 89,908,000 101,075,000
Provision for bad debts 162,618 .00
Rental Receivables past due 20,327,000 .00
Total long time investments and 20,214,000 .00
receivables
FIXED ASSETS
Fixed Assets - Cost 115,311 .00
Less acumulated depreciation - 98,099 .00
Fixed Assets net value 17,212 .00
OTHER ASSETS
Deferred Taxes Debit 93,253 .00
Unamortized Exchange Loss 503,833 .00
Total Other Assets 547,086 .00
TOTAL ASSETS 2,672,379,898 1,504,575,000
2.
LIABILITIES AND STOCKHOLDERS' EQUITY
OTHER LIABILITIES
Total Liabilities 34,214,000 .00
STOCKHOLDERS' EQUITY
Common stock $0.003 par 271,000 271,000
value Authorized shares-500,000,000
Issued and outstanding-90,250,877
in 1998; 90,250,877 in 1999
Common stock, Class "B" no par value, 5,266,960 .00
with a stated value of $1.00 per share.
Authorized shares 50,000,000 in 1998;
and 0 1999; Issued and outstanding
5,266,960 in 1998 and 0 in 1999.
Capital Surplus 16,432,066 .00
Reserve Fund 2,089,929 .00
Enterprise Expansion Fund 202,196 .00
Retained Earnings (Loss) (1,439,715) .00
Total Stockholders' Equity 2,612,464,060 1,233,575,000
(Note 12)
Total Liabilities and Stockholders 2,672,379,898 1,504,575,000
equity
See accompanying notes to Financial Statements.
3.
INCOME STATEMENT
For the years 1998 and 1999
1998 1999
Operating Revenue $ .00 $ .00
Operating Expenses .00 .00
Included interest expenses .00 .00
Gross Operating Profits .00 .00
Less General and Administrative .00 .00
Services
Operating Profit (loss) .00 .00
TOTAL PROFIT (LOSS) .00 .00
NET INCOME (loss) .00 .00
PER SHARE INCOME (loss) .00 .00
See accompanying notes to Financial Statements
4.
COUNTRYLAND WELLNESS INTERNET NETWORK TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES:
Description of Business - The Company was engaged in the mining
development industry. Since October 22, 1974. the Company has owned and
operated thirty-nine (39) mines and one (1) mill site at Quincy, Plumas County,
California, and was engaged in the exploration of said mines for the production
of precious metal like gold and silver. The Company is not now conducting any
mining operations, and has no plans to re-open mining operations.
Currency Transactions - There are no assets and liabilities of
operations outside the United States which need to be translated into U. S.
dollars using exchange rates.
Development Costs - The Company will not capitalize property taxes
on its mining properties until the mines are ready for operation and
development.
2. MARKETABLE SECURITIES
None
3. DEFERRED CHARGES AND OTHER ASSETS
This consists of: In Thousand Dollars
Deferred Mining Exploration Costs $ 3,253
Deferred mining exploration costs were incurred in prior
years with the amounts being estimated based on the
prevailing costs of mining exploration at that time due
to the absence of supporting documentation.
On April 13, 1996, the Company issued shares of stock
valued at $3,252,669 to pay for its obligation arising
therefrom.
5.
Deferred Operating Expenses 1,479
related to additional sale of Common Class A shares
Prior years expenses 81
Total Operating Expenses 1,560
Total Deferred Charges and Other Assets $ 4,813
4. DEFERRED MINING EXPLORATION COSTS
Deferred mining exploration costs were incurred in prior years with
the amounts being estimated based on the prevailing costs of mining exploration
at that time due to the absence of supporting documentation. In On April 13,
1996, the Company issued shares of stocks valued at $3,252,669 to pay for its
obligation arising therefrom.
5. RELATED PARTY TRANSACTIONS
Grand American Bank Trust (GABT) owns approximately 60% of the
Company's common stock as of December 31, 1999.
6. PROVEN GOLD AND SILVER RESERVES
The process of estimating mineral reserves is very complex, requiring
significant subjective decision in the evaluation of available geological,
engineering, and economic data for each reserve. The data for a given reserve
may change substantially over time as a result of additional development
activity, production under varying economic conditions, etc.
Consequently, material revision to the existing reserve estimates
may occur in the future. Although, every reasonable effort was made to ensure
that the reserve estimates reported represent the most accurate assessment
possible, the significance of the subjective decision required, the variances in
the available data for various reserves, make these estimates generally less
precise than other estimates in connection with financial disclosure. Proven
reserves are estimated quantities of gold and silver which geological and
engineering data demonstrate, with reasonable certainty, to be recoverable in
future years from known reserves under existing economic and operating
conditions.
Stickel and Associates, independent consultants in applied geology,
geophysics and engineering, has estimated 7,000,000 troy ounces of gold and
19,000,000 troy ounces of silver. The values of these reserves based on average
market prices as of December 31, 1998 and December 31, 1999 are as follows:
6.
12-31 -98 12-31-99
(Dollars in Thousands)
Gold (7,000,000 troy ounces)
@$288.50/troy ounce 2,019,500
@$293/troy ounce $2,051,000
Silver (19,000,000 troy ounces)
@$5.945/troy ounce 112,955
@$5.413/troy ounce 102,747
TOTAL $2,145,335 $2,122,247
7. STOCKHOLDERS' EQUITY:
The Company was authorized to issue 50,000,000 shares of no par value
Class "B" shares. The Company gave authority to its Board of Directors to issue
such Class "B" stock in one or more series, and to fix the number of shares in
each series, and all designations, relative rights, preferences and limitations
of the stock issued in each series. The Board of Directors has cancelled the
Class "B" Stock issuance.
8. CONTINGENCIES:
The Company is not involved in any legal proceeding which is
considered to be ordinary routine litigation incident to its business.
9. TAXES:
The Company has not filed a federal income tax return because there
are no earnings to report.
7.
10. THE INCREASE OF THE ISSUED AND OUTSTANDING COMMON SHARES
The Company on December 6, 1995 by Company Resolution approved the
issuance of 47,958,512 common shares to pay the mining exploration cost of
$3,252,669 that was paid by the Grand American Bank Trust.
The Grand American Bank Trust could not accept the shares until a
legal opinion was given by the Regulators.
The Legal opinion was given on February 15, 1996 and the 47,958,512
common shares were issued to Grand American Bank Trust in April 1996 by
American Securities Transfer, Inc., transfer agent. The Company by Certificate
of Resolution that was approved on March 22, 1996 issued 3,266,960
restricted common shares to Joseph Witzman in payment of the Company's
obligation to him of $180,953.75.
The outstanding shares consist of:
Balance 1/31/94 21,803,405
Issued to Grand American Bank Trust 17,000,000
Balance 10/31/95 38,803,405
Issued to Grand American Bank Trust 47,958,512
Issued to Joseph Witzman 3,266,960
Balance 10/31/96 90,028,877
Issued under SEC Regulation "S" 222,000
Balance 10/31/97 90,250 877
11. LOANS PAYABLE
Unsecured and unrecorded personal loans for prior years were paid for the
year ending December 31, 1997. These accounts were charged to Deferred Charges
and Other Assets.
12. CAPITAL IN EXCESS OF PAR
It is the excess of Total Assets over Liabilities and Common Stock.
8.
13. COST OF MINING RESERVES
The cost of mining reserves is estimated to be $88.00 per metric ton as per
a recent report of William H. Bird, Ph.D., Geologist and Mineralogist.
10.
Stickel & Associates
Tustin, California
May 14, 1985
Minerals Mining and Energy Corp.
7750 E1 Camino Real, Suit K
Rancho La Costa, Ca. 92008
Attention: Stewart Douglas, President
Subject: Review of Literature and Inspection of Gold Claims in Plumas County,
California, Blackhawk, Alan, MMC and Dean Lode Claims Consisting of 750 Acres.
References:
1) Geology of the Pulga and Bucks Lake Quadrangles, Butte and Plumas
Counties California, USGS Prof. Paper 731, date 1973.
2) Examination and Sampling of the Blackhawk and Sections 13 Claims,
Plumas County, California, by Mm. H.Bird, dated June 1, 1976.
3) Bucks Lake Quadrangle, Map, USGS, 1:62,500, date 1950.
Gentlemen:
This letter presents our present geological engineering evaluation of the
subject gold and silver claims that are located in Plumas County, California.
We visited and inspected the property on April 19, and 20, 1985. The property
consists of approximately 750 acres of lode claims with a reported overlying of
a few placer claims. The properties lie about 5 and 11 miles directly west of
Quincy on the Bucks Lake Road.
The claims are named Blackhawk, Alan, MMC, and Dean. The Blackhawk, Alan and
MMC claims lie in Sections 21, 22, and 27 of T24N, R8E. The Dean claims lie in
the northwest corner of Section 13, T24N, R8E.
GEOLOGY
These claims lie along the southwest and northwest borders of a northwest
trending zone or band of highly fractured peridotite altered to serpentine.
Broad fault zones bound the peridotite bodies or bands and there are no
indications of heat alterations. There has been no production from hard rock
mining, however, significant placer hydraulicking and sluicing has occurred.
The placer deposits occur in two periods of erosion, the Present and the
Tertiary. Although, concentrations of gold have only been found in the
Blackhawk and Dean claims, it does occur scattered throughout the peridotite.
PRESENCE OF GOLD AND SILVER
Reference 2 indicates that there is a conservative 10,000,000 tons of hard
rock ore reserves. Rock chip and channel samples were obtained from 10 to 50
foot sections of road cuts and outcrops on these claims and it is reported
"consistently assayed high in gold (AU)". The highest gold value was 2.80
oz/ton, however, the overall average was .7 oz/ton. Silver (AG) ranged from a
trace to 2.62 oz/ton. These values varied greatly, depending upon the freshness
of the outcrop. assays also indicated the presence of platinoid metals.
Total amount of gold and silver in these claims is 7,000,000 oz. of gold and
19,000,000 oz. of silver. These figures were compiled from data presented in
Reference 2.
It is reported that during the summer of 1983, approximately $30,000 worth of
placer gold was dredged from one of the creeks flowing through the Blackhawk
claims. This gold was dredged from an area of the creek about 100 yards long.
Stickel & Associates warrant that our services are performed, within the limits
prescribed by our clients, with the usual thoroughness and competence of the
geological engineering profession. No other warranty or representation, either
expressed or implied, is included or intended in our proposals or reports or
contracts.
We appreciate the opportunity of presenting this report. If you have any
questions, please contact this office.
Very truly yours,
STICKEL & ASSOCIATES
/S/ J. F. STICKEL
J. F. Stickel, rg 2999
JFS/hr
April 25, 1986
It is our opinion that the described and proven "indicated" ore reserves are
based on data as described above.
STICKEL & ASSOCIATES
/S/ J. F. STICKEL
J. F. STICKEL, RG 2999
STICKEL & ASSOCIATES P.O. Box 91, Tustin, Ca. 92618
(714) 751-4742
May 14, 1985
Mineral Mining and Energy Corp.
7750 El Camino Real, Suite K
Ranch La Costa, Ca. 92008
Attention; Stewart Douglas, President
LETTER OF CONSENT
We, Stickel & Associates, Consultants in Applied Geology, Geophysics and
Engineering, hereby give consent to Mineral, Mining and Energy Corporation to
use our Geologist and Mining Report dated May 14, 1985 on the mining properties
known as Blackhawk, Alan, MMC and Eean Lode Claims consisting of 750 acres, in
the Company's reports to the Securities and Exchange Commission.
STICKEL & ASSOCIATES
