SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1995
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required]
For the transition period from to
Commission file number 0-24994
ALLMINE, INC.
(Exact name of small business issuer in its charter)
Nevada Applied for
(State or other jurisdiction of incorporation or
organization (I.R.S. Employer
Identification No.)
Suite 1100, West 717 Sprague Spokane, Washington 99204
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (509) 747-6752
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
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
Check if there is disclosure of delinquent filers in response 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-K or any
amendment to this Form 10-K. [X]
State issuer's revenues for its most recent fiscal year: $-0-
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The aggregate market value of the voting stock held by non-affiliates
of the registrant was not determinable because the common stock does not trade
on any market.
The number of shares outstanding of the issuer's classes of Common
Stock as of December 31, 1995:
Common Stock, $.001 Par Value - 222,817 shares
- -----------------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE: NONE
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Item 1. Description of Business
Background
Sogelec America, a Nevada corporation (the "Company") was originally
incorporated in Idaho as Majestic SilverLead Mines, Inc. ("Majestic") on May 20,
1946 to exploit all thirteen (13) of its patented mining claims in Burke Canyon
in Western Idaho. No significant development work has been undertaken and the
Company has transferred the mining claim to a wholly-owned Nevada subsidiary,
Burke Canyon Silver - Lead Mines, Inc. which as to date has not had any
significant operations. By agreement, dated August 2, 1993, the Company
reincorporated in Nevada on November 10, 1993 by merger into Sogelec America.
The merger became effective on January 10, 1994 and effected a 1-for-60 reverse
stock split and changed its name to the current name.
The primary activity of the Company will involve seeking merger or
acquisition candidates with whom it can either merge or acquire. The Company has
not selected any company for acquisition or merger and does not intend to limit
potential acquisition candidates to any particular field or industry, but does
retain the right to limit acquisition or merger candidates, if it so chooses, to
a particular field or industry. The Company's plans are in the conceptual stage
only.
The executive offices of the Company are located at Suite 1100, West
717 Sprague Spokane, Washington 99204. Its telephone number is (509) 747-6752.
Plan of Operation - General
The Company's current plans are to seek, investigate and, if such
investigation warrants, acquire an interest in one or more business
opportunities presented to it by persons or firms who or which desire to seek
the perceived advantages of a publicly held corporation. At this time, the
Company has no plan, proposal, agreement, understanding or arrangement to
acquire or merge with any specific business or company, and the Company has not
identified any specific business or company for investigation and evaluation. No
member of management or promotor of the Company has had any material discussions
with any other company with respect to any acquisition of that company. The
Company will not restrict its search to any specific business, industry or
geographical location, and the Company may participate in a business venture of
virtually any kind or nature. The discussion of the proposed business under this
caption and throughout this Registration Statement is purposefully general and
is not meant to be restrictive of the Company's virtually unlimited discretion
to search for and enter into potential business opportunities.
The Company intends to obtain funds in one or more private placements
to finance the operation of any acquired business. Persons purchasing securities
in these placements and other shareholders will likely not have the opportunity
to participate in the decision relating to any acquisition. The Company's
proposed business is sometimes referred to as a "blind pool" because any
investors will entrust their investment monies to the Company's management
before they have a chance to analyze any ultimate use to which their money may
be put. Consequently, the Company's potential success is heavily dependent on
the Company's management, which will have virtually unlimited discretion in
searching for and entering into a business opportunity. The officers and
directors of the Company have only limited experience in the proposed business
of the Company. There can be no assurance that the Company will be able to raise
any funds in private placements. In any private placement, management may
purchase shares on the same terms as offered in the private placement. (See
"Risk Factors" and "Management.")
Management anticipates that it will only participate in one potential
business venture. This lack of diversification should be considered a
substantial risk in investing in the Company because it will not permit the
Company to offset potential losses from one venture against gains from another.
(See "Risk Factors.")
The Company may seek a business opportunity with a firm which only
recently commenced operations, or a developing company in need of additional
funds for expansion into new products or markets, or seeking to develop
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a new product or service, or an established business which may be experiencing
financial or operating difficulties and is in the need for additional capital
which is perceived to be easier to raise by a public company. In some instances,
a business opportunity may involve the acquisition or merger with a corporation
which does not need substantial additional cash but which desires to establish a
public trading market for its common stock. The Company may purchase assets and
establish wholly owned subsidiaries in various business or purchase existing
businesses as subsidiaries.
The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Because of general
economic conditions, rapid technological advances being made in some industries,
and shortages of available capital, management believes that there are numerous
firms seeking the benefits of a publicly traded corporation. Such perceived
benefits of a publicly traded corporation may include facilitating or improving
the terms on which additional equity financing may be sought, providing
liquidity for the principals of a business, creating a means for providing
incentive stock options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statutes) for all shareholders,
and other factors. Potentially available business opportunities may occur in
many different industries and at various stages of development, all of which
will make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex.
As is customary in the industry, the Company may pay a finder's fee for
locating an acquisition prospect. If any such fee is paid, it will be approved
by the Company's Board of Directors and will be in accordance with the industry
standards. Such fees are customarily between 1% and 5% of the size of the
transaction, based upon a sliding scale of the amount involved. Such fees are
typically in the range of 5% on a $1,000,000 transaction ratably down to 1% in a
$4,000,000 transaction. Management has adopted a policy that such a finder's fee
or real estate brokerage fee could, in certain circumstances, be paid to any
employee, officer, director or 5% shareholder of the Company, if such person
plays a material role in bringing a transaction to the Company.
As part of any transaction, the acquired company may require that
management or other stockholders of the Company sell all or a portion of their
shares to the acquired company, or to the principals of the acquired company. It
is anticipated that the sales price of such shares will be lower than the
current market price or anticipated market price of the Company's Common Stock.
The Company's funds are not expected to be used for purposes of any stock
purchase from insiders. The Company shareholders will not be provided the
opportunity to approve or consent to such sale. The opportunity to sell all or a
portion of their shares in connection with an acquisition may influence
management's decision to enter into a specific transaction. However, management
believes that since the anticipated sales price will be less than market value,
that the potential of a stock sale by management will not be a material factor
on their decision to enter a specific transaction.
The above description of potential sales of management stock is not
based upon any corporate bylaw, shareholder or board resolution, or contract or
agreement. No other payments of cash or property are expected to be received by
management in connection with any acquisition.
The Company has not formulated any policy regarding the use of
consultants or outside advisors, but does not anticipate that it will use the
services of such persons.
The Company has, and will continue to have following the completion of
this offering, insufficient capital with which to provide the owners of business
opportunities with any significant cash or other assets. However, management
believes the Company will offer owners of business opportunities the opportunity
to acquire a controlling ownership interest in a public company at substantially
less cost than is required to conduct an initial public offering. The owners of
the business opportunities will, however, incur significant post-merger or
acquisition registration costs in the event they wish to register a portion of
their shares for subsequent sale. The Company will also incur significant legal
and accounting costs in connection with the acquisition of a business
opportunity including the costs of preparing post-effective amendments, Forms
8-K, agreements and related reports and documents nevertheless, the officers and
directors of the Company have not conducted market research and are not aware of
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statistical data which would support the perceived benefits of a merger or
acquisition transaction for the owners of a business opportunity.
The Company does not intend to make any loans to any prospective merger
or acquisition candidates or to unaffiliated third parties.
Sources of Opportunities
The Company anticipates that business opportunities for possible
acquisition will be referred by various sources, including its officers and
directors, professional advisers, securities broker-dealers, venture
capitalists, members of the financial community, and others who may present
unsolicited proposals.
The Company will seek a potential business opportunity from all known
sources, but will rely principally on personal contacts of its officers and
directors as well as indirect associations between them and other business and
professional people. It is not presently anticipated that the Company will
engage professional firms specializing in business acquisitions or
reorganizations.
The officers and directors of the Company are currently employed in
other positions and will devote only a portion of their time (not more than one
hour per week) to the business affairs of the Company, until such time as an
acquisition has been determined to be highly favorable, at which time, they
expect to spend full time in investigating and closing any acquisition for a
period of two weeks. In addition, in the face of competing demands for their
time, the officers and directors may grant priority to their full-time positions
rather than to the Company.
Evaluation of Opportunities
The analysis of new business opportunities will be undertaken by or
under the supervision of the officers and directors of the Company (see
"Management"). Management intends to concentrate on identifying prospective
business opportunities which may be brought to its attention through present
associations with management. In analyzing prospective business opportunities,
management will consider such matters as the available technical, financial and
managerial resources; working capital and other financial requirements; history
of operation, if any; prospects for the future; present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development or exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of the Company; the
potential for growth or expansion; the potential for profit; the perceived
public recognition or acceptance of products, services or trades; name
identification; and other relevant factors. Officers and directors of each
Company will meet personally with management and key personnel of the firm
sponsoring the business opportunity as part of their investigation. To the
extent possible, the Company intends to utilize written reports and personal
investigation to evaluate the above factors. The Company will not acquire or
merge with any company for which audited financial statements cannot be
obtained.
It may be anticipated that any opportunity in which the Company
participates will present certain risks. Many of these risks cannot be
adequately identified prior to selection of the specific opportunity, and the
Company's shareholders must, therefore, depend on the ability of management to
identify and evaluate such risk. In the case of some of the opportunities
available to the Company, it may be anticipated that the promoters thereof have
been unable to develop a going concern or that such business is in its
development stage in that it has not generated significant revenues from its
principal business activities prior to the Company's participation. There is a
risk, even after the Company's participation in the activity and the related
expenditure of the Company's funds, that the combined enterprises will still be
unable to become a going concern or advance beyond the development stage. Many
of the opportunities may involve new and untested products, processes, or market
strategies which may not succeed. Such risks will be assumed by the Company and,
therefore, its shareholders.
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The Company will not restrict its search for any specific kind of
business, but may acquire a venture which is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its
corporate life. It is currently impossible to predict the status of any business
in which the Company may become engaged, in that such business may need
additional capital, may merely desire to have its shares publicly traded, or may
seek other perceived advantages which the Company may offer.
Acquisition of Opportunities
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, franchise or licensing agreement with another corporation or entity. It
may also purchase stock or assets of an existing business. On the consummation
of a transaction, it is possible that the present management and shareholders of
the Company will not be in control of the Company. In addition, a majority or
all of the Company's officers and directors may, as part of the terms of the
acquisition transaction, resign and be replaced by new officers and directors
without a vote of the Company's shareholders.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance on exemptions from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of this transaction, the Company may agree to register such
securities either at the time the transaction is consummated, under certain
conditions, or at specified time thereafter. The issuance of substantial
additional securities and their potential sale into any trading market which may
develop in the Company's Common Stock may have a depressive effect on such
market. While the actual terms of a transaction to which the Company may be a
party cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to obtain tax-free treatment under the Code, it may be
necessary for the owners of the acquired business to own 80% or more of the
voting stock of the surviving entity. In such event, the shareholders of the
Company would retain less than 20% of the issued and outstanding shares of the
surviving entity, which could result in significant dilution in the equity of
such shareholders.
As part of the Company's investigation, officers and directors of the
Company will meet personally with management and key personnel, may visit and
inspect material facilities, obtain independent analysis or verification of
certain information provided, check reference of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.
The manner in which each company participates in an opportunity will
depend on the nature of the opportunity, the respective needs and desires of the
Company and other parties, the management of the opportunity, and the relative
negotiating strength of the Company and such other management.
With respect to any mergers or acquisitions, negotiations with target
company management will be expected to focus on the percentage of the Company
which target company shareholders would acquire in exchange for their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a lesser percentage ownership interest in the Company following
any merger or acquisition. The percentage ownership may be subject to
significant reduction in the event the Company acquires a target company with
substantial assets. Any merger or acquisition effected by the Company can be
expected to have a significant dilutive effect on the percentage of shares held
by the Company's then shareholders. (See "Risk Factors.")
The Company will not have sufficient funds (unless it is able to raise
funds in a private placement) to undertake any significant development,
marketing and manufacturing of any products which may be acquired. Accordingly,
following the acquisition of any such product, the Company will, in all
likelihood, be required to either seek debt or equity financing or obtain
funding from third parties, in exchange for which the Company would probably be
required to give up a substantial portion of its interest in any acquired
product.
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There is no assurance that the Company will be able either to obtain additional
financing or interest third parties in providing funding for the further
development, marketing and manufacturing of any products acquired.
It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys
and others. If a decision is made not to participate in a specific business
opportunity, the costs therefore incurred in the related investigation would not
be recoverable. Furthermore, even if an agreement is reached for the
participation in a specific business opportunity, the failure to consummate that
transaction may result in the loss of the Company of the related costs incurred.
The costs of the investigation and analysis of a potential acquisition will be
funded by the Company's limited cash on hand or by advances from officers.
Management believes that the Company may be able to benefit from the
use of "leverage" in the acquisition of a business opportunity. Leveraging a
transaction involves the acquisition of a business through incurring significant
indebtedness for a large percentage of the purchase price for that business.
Through a leveraged transaction, the Company would be required to use less of
its available funds for acquiring the business opportunity and, therefore, could
commit those funds to the operations of the business opportunity, to acquisition
of other business opportunities or to other activities. The borrowing involved
in a leveraged transaction will ordinarily be secured by the assets of the
business opportunity to be acquired. If the business opportunity acquired is not
able to generate sufficient revenues to make payments on the debt incurred by
the Company to acquire that business opportunity, the lender would be able to
exercise the remedies provided by law or by contract. These leveraging
techniques, while reducing the amount of funds that the Company must commit to
acquiring a business opportunity, may correspondingly increase the risk of loss
to the Company. No assurance can be given as to the terms or the availability of
financing for any acquisition by the Company. During periods when interest rates
are relatively high, the benefits of leveraging are not as great as during
periods of lower interest rates because the investment in the business
opportunity held on a leveraged basis will only be profitable if it generates
sufficient revenues to cover the related debt and other costs of the financing.
Lenders from which the Company may obtain funds for purposes of a leveraged
buy-out may impose restrictions on the future borrowing, distribution, and
operating policies of the Company. It is not possible at this time to predict
the restrictions, if any, which lenders may impose or the impact thereof on the
Company.
Competition
The Company is an insignificant participant among firms which engage in
business combinations with, or financing of, development stage enterprises.
There are many established management and financial consulting companies and
venture capital firms which have significantly greater financial and personnel
resources, technical expertise and experience than the Company. In view of the
Company's limited financial resources and management availability, the Company
will continue to be a significant competitive disadvantage vis-a-vis the
Company's competitors.
Regulation and Taxation
The Investment Company Act of 1940 defines an "investment company" as
an issuer which is or holds itself out as being engaged primarily in the
business of investing, reinvesting or trading of securities. While the Company
does not intend to engage in such activities, the Company could become subject
to regulation under the Investment Company Act of 1940 in the event the Company
obtains or continues to hold a minority interest in a number of development
stage enterprises. The Company could be expected to incur significant
registration and compliance costs if required to register under the Investment
Company Act of 1940. Accordingly, management will continue to review the
Company's activities from time to time with a view toward reducing the
likelihood the Company could be classified as an "investment company."
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The Company intends to structure a merger or acquisition in such manner
as to minimize federal and state tax consequences to the Company and to any
target company.
Employees
The Company's only employees at the present time is its officer and
director, who will devote as much time as the Board of Directors determine is
necessary to carry out the affairs of the Company. (See "Management.")
Item 2. Description of Property
The Company shares a nominal amount of office space with its officer.
Item 3. Legal Proceedings
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
(a) Market Information
The Company's Common Stock has not traded on any market for
the past 3 years.
(b) Holders
As of September 30, 1996, there were approximately 140 holders
of Company Common Stock.
(c) Dividends
The Company has not paid any dividends on its common stock.
The Company currently intends to retain any earnings for use in its business,
and therefore does not anticipate paying cash dividends in the foreseeable
future.
Item 6. Management's Discussions and Analysis or Plan of Operations
See Item 1.
Item 7. Financial Statements and Supplementary Data
Financial Statements
The following financial statements are included herein:
Independent Auditors' Reports
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Consolidated Balance Sheet at December 31, 1995 and 1994
Consolidated Statement of Operations for the years ended
December 31, 1995, 1994 and 1993 Consolidated Statement of
Shareholders' Equity Consolidated Statement of Cash Flows for
the years ended December 31, 1995, 1994 and 1993 Notes to
Consolidated Financial Statements
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
The Registrant's former independent accountant Michael J. Cooper,
C.P.A. ("Cooper") resigned from that capacity on October 1, 1996. The report by
Cooper on the financial statements of the Registrant dated January 10, 1994,
including the statement of financial position as of December 31, 1993 and the
statements of operations, cash flows and statement of changes in stockholders'
equity for the year ended December 31, 1993 did not contain an adverse opinion
or a disclaimer of opinion, or was qualified or modified as to uncertainty,
audit scope or accounting principles. During the period covered by the financial
statements through the date of resignation of the former accountant, there were
no disagreements with the former accountant on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.
A letter from the former independent accountant is attached as Exhibit
16 to this Annual Report. On October 1, 1996 the Registrant engaged Williams &
Webster as its new independent accountant.
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PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
The members of the Board of Directors of the Company serve until the
next annual meeting of stockholders, or until their successors have been
elected. The officers serve at the pleasure of the Board of Directors.
Information as to the directors and executive officers of the Company is set
forth below. Management does not foresee any present potential that the Company
will acquire any business or company which is affiliated or associated with
management nor any circumstances under which this informal arrangement by
management may change. See "Conflicts of Interest."
Terrence J. Dunne. Terrence J. Dunne, age 47, has been the
Secretary/Chief Financial Officer and a
Director for the Company for more than five years. He became president in
December 1995. Mr. Dunne was the
president of Majestic SilverLead Mines, Inc. until August 2, 1993 when Majestic
merged with and into the Company,
with the Company being the surviving corporation. Mr. Dunne is a Certified
Public Accountant and has been
practicing as a sole practitioner since 1978. From 1975 to 1978, he worked for
LeMaster & Daniels, CPAs. From
1972 to 1975, Mr. Dunne worked for Roy Hipperson, CPA. The Spokane County
Auditor's Office employed Mr.
Dunne from 1970 to 1972 as an auditor. Terrence J. Dunne received a degree in
Accounting, an MBA degree, and
a Masters Degree in Taxation from Gonzaga University.
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Conflicts of Interests
Certain conflicts of interest now exist and will continue to exist
between the Company and its officers and directors due to the fact that each has
other business interests to which he devotes his primary attention. Each officer
and director may continue to do so notwithstanding the fact that management time
should be devoted to the business of the Company.
The Company has not established other policies or procedures for the
resolution of current or potential conflicts of interests between the Company,
its officers and directors or affiliated entities because management has not
been able to develop any workable policies or procedures. There can be no
assurance that management will resolve all conflicts of interest in favor of the
Company, and failure by management to conduct the Company's business in the
Company's best interest may result in liability to the management. The officers
and directors are accountable to the Company as fiduciaries, which means that
they are required to exercise good faith and integrity in handling the Company's
affairs. Officers and directors will be required to disclose to each company the
liability of each potential acquisition. Shareholders who believe that the
Company has been harmed by failure of an officer or director to appropriately
resolve any conflict of interest may, subject to applicable rules of civil
procedure, be able to bring a class action or derivative suit to enforce their
rights and the Company's rights. Although officers and directors believe that
future shareholders are impliedly consenting to management's informal method of
allocating opportunities, there can be no assurance that such belief will be
supported by the Nevada courts.
The Company has no arrangement, understanding or intention to enter
into any transaction for participating in any business opportunity with any
officer, director, or principal shareholder or with any firm or business
organization with which such persons are affiliated, whether by reason of stock
ownership, position as an officer or director, or otherwise.
Item 10. Executive Compensation
No compensation is paid or anticipated to be paid by the Company until
an acquisition is made.
On acquisition of a business opportunity, current management may resign
and be replaced by persons associated with the business opportunity acquired,
particularly if the Company participates in a business opportunity by effecting
a reorganization, merger or consolidation. If any member of current management
remains after effecting a business opportunity acquisition, that member's time
commitment will likely be adjusted based on the nature and method of the
acquisition and location of the business which cannot be predicted. Compensation
of management will be determined by the new board of directors, and shareholders
of the Company will not have the opportunity to vote on or approve such
compensation.
Compliance with Section 16
Not Applicable.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information relating to the beneficial
ownership of Company Common Stock by those persons beneficially holding more
than 5% of the Company capital stock, by the Company's directors and executive
officers, and by all of the Company's directors and executive officers as a
group, based on 222,817 shares outstanding. The addresses of Mr. Mork is in care
of the Company. All persons have sole investment and voting power unless
otherwise noted.
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Percentage
Name of Number of of Outstanding
Stockholder Shares Owned Common Stock
Terrence J. Dunne 57,852 26.0%
Jehu Hand
24901 Dana Point Harbor Drive
Dana Point, California 92629 64,960 29.2%
All executive officers and
directors as a group
(1 person)(1) 57,852 26.0%
Item 12. Certain Relationships and Related Transactions
In August 1993, JWM Corp., a corporation affiliated with Mr. Dempsey
K. Mork, was issued 169,736 shares of common stock for advise given on
structuring acquisitions in connection with the leather manufacturing company,
Sogelec S.A. Whitehall Montague & Cie transferred 25,460 shares to Mr. Dunne in
January 1994 for services performed as an active participant in the construction
of the Company's proposed acquisitions and merger agreement.
On December 31, 1994, the Company issued 57,852 and 122,584 shares,
respectively, to Terrence J. Dunne and Dempsey K. Mork for their services as
officers and directors in fiscal 1994. In addition, the Company issued 64960
shares to its legal counsel for services.
Effective December 31, 1995 JWM Corporation and Mr. Mork cancelled
all but 15,000 shares held by
them.
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PART IV
Item 13. Exhibits
Exhibit No. Document Description
3. Certificate of Incorporation and Bylaws
3.1. Articles of Incorporation(1)
3.2 Articles of Merger(1)
3.3 Bylaws(1)
3.4 Amendment to Articles of Incorporation(2)
16. Letter from independent auditor(3)
(1) Incorporated by reference to such exhibits as filed with the Company's
Registration Statement on Form 10-SB, file no. 0-24994.
(2) Incorporated by reference to 1994 Annual Report.
(3) Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant caused this Registration Statement to be
signed on its behalf by the undersigned thereunto duly authorized.
Dated: October 14, 1996 ALLMINE, INC.
By:/s/ Terrence J. Dunne
Terrence J. Dunne
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on October 14, 1996.
By:/s/ Terrence J. Dunne
Terrence J. Dunne
President, Secretary and Treasurer
(principal executive, accounting and
financial officer) and Director
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Board of Directors
Allmine, Inc.
717 W. Sprague, Suite 1100
Spokane, Washington 99204
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying balance sheet of Allmine, Inc. (a development
stage enterprise formerly known as Sogelec America), a Nevada corporation, as of
December 31, 1995 and the related statements of operations, shareholders' equity
and cash flows for the year ended December 31, 1995. 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 audit. The
financial statements of Allmine, Inc. as of December 31, 1994 and 1993 were
audited by other auditors whose report dated January 25, 1995 expressed an
unqualified opinion on those statements.
We conducted our audit 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 significant estimates made by management, as well as evaluating
the overall financial statement presentations. We believe that our audit
provides 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 Allmine, Inc. as of December
31, 1995 and the results of its operations and cash flows for the year then
ended in conformity with generally accepted accounting principles.
Williams & Webster, P.S.
Certified Public Accountants
October 8, 1996
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To the Board of Directors
of Allmine, Inc.
Independent Auditor's Report
I have audited the statement of financial position of Allmine, Inc. (formerly
Sogelec America, a Nevada corporation in the development state) as of December
31, 1994 and 1993 and the related statements of operations, changes in
stockholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of management. My responsibility is to express
an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and significant estimates made by management, as well as evaluating
the overall financial statement presentations. I believe that my audit provides
a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Allmine, Inc. as of December 31,
1994 and 1993 and the results of operations, changes in stockholders' equity and
cash flows for the years then ended in conformity with generally accepted
accounting principles.
Michael J. Hooper
Certified Public Accountant
Spokane, Washington
January 25, 1995
14
<PAGE>
<TABLE>
<CAPTION>
Allmine, Inc.
(A Development Stage Enterprise) Balance Sheet
(Formerly Sogelec America) December 31, 1995 and 1994
ASSETS
1995 1994
<S> <C> <C>
CURRENT ASSETS $ 0 $ 0
OTHER ASSETS
Organizational expenses, net of
accumulated amortization of $21 and $14 64 71
TOTAL ASSETS $ 64 $ 71
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value, 10,000,000
shares authorized, no shares issued or outstanding
Common stock, $.001 par value, 50,000,000 shares authorized, 222,817
issued and outstanding at December 31, 1995 and 500,000 shares issued
and outstanding
at December 31, 1994 $ 223 $ 500
Additional paid-in capital 26,284 24,519
Accumulated deficit during the development
stage (26,443) (24,948)
Total Stockholders' Equity 64 71
TOTAL STOCKHOLDERS' EQUITY $ 64 $ 71
</TABLE>
The accompanying notes are an integral part of these
financial statements
15
<PAGE>
<TABLE>
<CAPTION>
Statement of Operations For the Years Ended
Allmine, Inc. December 31, 1995, 1994 and 1993 and
(A Development Stage Enterprise) From Inception (August 2, 1993)
(Formerly Sogelec America) Through December 31, 1995
Inception
Through
December 31,
1995 1994 1993 1994
<S> <C> <C> <C> <C>
REVENUE $ 0 $ 0 $ 0 $ 0
GENERAL AND ADMINISTRATIVE
EXPENSES 1,495 24,771 177 26,443
NET (LOSS) (1,495) (24,771) (177) (26,443)
NET (LOSS) PER SHARE NIL (.0898) (NIL) (.0855)
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 407,606 275, 054 205,098 309,397
</TABLE>
The accompanying notes are an integral part
of these financial statements
16
<PAGE>
<TABLE>
<CAPTION>
Allmine, Inc. Statement of Shareholders'
(A Development Stage Enterprise) From Inception (August 2, 1993) Through
(Formerly Sogelec America) December 31, 1995
Deficit
Accumulated
Additional During the
Common StockPaid-InDevelopment
Shares Amount Capital Stage Total
<S> <C> <C> <C> <C> <C>
Common stock issued for consulting
service at $.001 per share 169,736 $ 170 $ 170
Common stock issued for merger with Majestic Silver-Lead Mines, Inc.
at $.001 per share (Note 1) 84,868 85 85
Net (Loss) (177) (177)
Balances at December 31, 1993 254,604 255 (177)78
Common stock issued for consulting and
legal services at $.101 per share 245,396 245 $ 24,519 24,764
Net (Loss) (24,771) (24,771)
Balances at December 31, 1994 500,000 $ 500 $ 24,519 $ (24,948) 71
Cancellation of shares returned
to corporation by former
corporate officer (277,320) (277) 277 - -
Additional paid-in capital
from corporate shareholder - - 1,488 - 1,488
Common stock issued for
remaining fractional shares
in merger with Majestic 137 - - - -
Net (loss) - - - (1,495) (1,495)
Balances at December 31, 1995 $ 222,817 $ 223 $ 26,284 $ 26,443 $ 64
</TABLE>
The accompanying notes are an integral part of these
financial statement
17
<PAGE>
<TABLE>
<CAPTION>
Statement of Cash Flows For the Years Ended
Allmine, Inc. December 31, 1995, 1994 and 1993 and
(A Development Stage Enterprise) From Inception (August 2, 1993)
(Formerly Sogelec America) Through December 31, 1995
Inception
Through
December 31,
1995 1994 1993 1994
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) (1,495) (24,771) (177) (26,443)
Add (deduct) items not requiring
the use of cash
Amortization 7 7 7 21
Common stock issued for consulting
and legal services - 24,764 170 24,934
Net Cash Provided (Used) by
Operating Activities (1,488) 0 0 (1,488)
CASH FLOWS FROM INVESTING ACTIVITIES 0 0 0 0
Additional paid-in capital from
shareholders 1,488 0 0 1,488
Net Cash Provided (used)
by Financing Activities 1,488 0 0 1,488
CASH FLOWS FROM FINANCING ACTIVITIES 0 0 0 0
NET INCREASE IN CASH 0 0 0 0
CASH AT BEGINNING OF PERIOD 0 0 0 0
CASH AT END OF PERIOD $ 0 $ 0 $ 0 $ 0
SUPPLEMENTAL NON-CASH FINANCING ACTIVITY
Issuance of Common stock for consulting
and legal services $ 0 $ 24,764 $ 170 $ 24,934
Issuance of common stock
for merger $ 0 $ $ 85 $ 85
</TABLE>
The accompanying notes are an integral part of these
financial statements
18
<PAGE>
Allmine, Inc.
(A Development Stage Enterprise)(Formerly Sogelec America)
Notes to Financial Statements
NOTE 1 - ORGANIZATION
Allmine, Inc. (the "Company") was incorporated in the State of Idaho on
May 230, 19946, under the name of Majestic Silver Lead Mines, inc.
("Majestic") for the purpose of exploring and developing mining
property in the State of Idaho. From the late 1940's through the early
1980's, Majestic pursued sporadic explanatory efforts on thirteen
patented mining claims in Shoshone County, Idaho. In October 1947 the
Company completed a public offering of its securities under Regulation
A of the Securities Act of 1933, through the Securities and Exchange
Commission's regional office in Seattle. The common stock of the
Company had been traded intermittently throughout the history of
Majestic, on the over the counter market. Under Majestic's original
articles of incorporation, there were 3,500,000 shares of common stock
authorized. On May 19, 1969 the shareholders voted to amend the
articles of incorporation, increasing the amount of authorized shares
to 7,000,000. Since 1981, Majestic has been inactive and during 1994
the thirteen patented mining claims were transferred to Burke Canyon
Silver Lead Mines, Inc., a Nevada corporation. Burke Canyon was
incorporated in the State of Nevada on November 19, 1993, for the sole
purpose of owning these thirteen patented mining claims. Shareholders
of Majestic own one share of Burke Canyon for every share they
previously held in Majestic.
By an agreement dated August 2, 1993, Majestic reincorporated in the
State of Nevada on November 10, 1993 by merger into Sogelec America
("Sogelec"). At the time of the merger, Majestic had 5,092,076 shares
issued and outstanding. To effect a 1-for-60 reverse stock split, the
shareholders of Majestic were issued 84,868 shares of Sogelec common
stock.
In September 1993, Sogelec signed a letter of intent to merge with
Sogelec S.A., a Belgium corporation. Although an agreement in principle
was reached, the Belgium company did not perform, and the merger was
never consummated, and was rescinded.
On December 16, 1994 the shareholders of Sogelec voted to change the
name of the Company to Allmine, Inc.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization costs are amortized over sixty months on a straight line
basis.
Earnings (loss) per share are calculated on the weighted average of
shares outstanding
The Company had no revenues and is considered to be in the development
stage.
NOTE 3 - INCOME TAXES
19
<PAGE>
Allmine, Inc.
(A Development Stage Enterprise)
(Formerly Sogelec America) Notes to Financial Statements
The Company has not filed tax returns for 1993 or 1994 or 1995. A
deferred tax asset has not been recorded for the net operating loss
carryover benefits which exceed $26,000 because it is uncertain if such
a tax benefit would ever be realized. This net operating loss carryover
will begin to expire in the year 2008.
NOTE 4 - CANCELLATION OF SHARES
During 1995 Mr. Dempsey Mork resigned his position as president of
Allmine, Inc. In a related transaction, Mr. Mork surrendered 277,320 of
his shares in Allmine, Inc., which were then cancelled by the Company.
20
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EXHIBIT 16
I have read the statements made in Item 8 of this 1995 Annual Report and I
concur with such statements insofar as they relate to this firm.
Michael J. Hooper
Certified Public Accountant
Spokane, Washington
October 16, 1996
21
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