SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual Report Pursuant to
the Securities Exchange Act of 1934
For the fiscal year ended September 30, 2000
Commission file number: 000-29621
SUN RIVER MINING, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-1384159
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(State of incorporation) (I.R.S. Employer
Identification No.)
P. O. Box 723, Evergreen, Colorado 80437
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (720) 318-7339
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: None
Name of each exchange on which registered: N/A
Securities registered pursuant to Section 12(g) of the Act:
Title of each class: 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 the filing
requirements for at least the past 90 days.
Yes X No
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Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. X
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State issuer's revenues for its most recent fiscal year. $0
1
Transitional Small Business Disclosure Format:
______ Yes ___X____ No
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of September 30, 2000: $1,405,596 (based on closing price
September 29, 2000 of $.14)
Number of outstanding shares of the registrant's no par value common stock, as
of September 30, 2000: 15,362,970
2
TABLE OF CONTENTS
PART I PAGE
Item 1. Description of Business 4
Item 2. Description of Property 23
Item 3. Legal Proceedings 23
Item 4. Submission of Matters to a Vote of Security Holders 23
PART II
Item 5. Market for Common Equity and Related Stockholder Matters 23
Item 6. Management's Discussion and Analysis or Plan of Operation 24
Item 7. Financial Statements 25
Item 8. Changes in and Disagreements With Accountants on Accounting 25
and Financial Disclosure
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act 26
Item 10. Executive Compensation 28
Item 11. Security Ownership of Certain Beneficial Owners and Management 30
Item 12. Certain Relationships and Related Transactions 31
Item 13. Exhibits and Reports on Form 8-K 31
SIGNATURES 33
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PART I
Item 1. Description of Business.
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General
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Sun River Mining Inc. ("Sun River", the "Company" or the "issuer") is a
Colorado corporation incorporated on February 25, 1997 to assume control of two
subsidiaries, Grupo Inversor Rio Del Sol S.A. ("Rio Del Sol"), and North
Bolivian Investment S.A. ("NBI"), respectively 99.6% and 99.9924% then owned by
Sun River. Rio Del Sol and NBI were both Bolivian corporations. Neither Sun
River nor the subsidiaries had any operational history or engaged in significant
business operations, and have not generated revenues since inception. Sun River
and the Bolivian Subsidiaries are herein referred to collectively as "the Sun
River Group".
The Company has terminated in the prior fiscal year all attempts at
mineral exploration and any intended mining of prospects, and has abandoned all
mineral prospects.
The Company is a "shell" company and its only current business plan is
to seek, investigate, and, if warranted, acquire one or more businesses, and to
pursue other related activities intended to enhance shareholder value. The
acquisition of a business opportunity may be made by purchase, merger, exchange
of stock, or otherwise, and may encompass assets or a business entity, such as a
corporation, joint venture, or partnership. The Company has no capital, and it
is unlikely that the Company will be able to take advantage of more than one
such business opportunity. The Company intends to seek opportunities
demonstrating the potential of long-term growth as opposed to short-term
earnings.
At the present time the Company has not identified any business
opportunity that it plans to pursue, nor has the Company reached any agreement
or definitive understanding with any person concerning an acquisition.
It is anticipated that the Company's officers and directors will contact
broker-dealers and other persons with whom they are acquainted who are involved
4
in corporate finance matters to advise them of the Company's existence and to
determine if any companies or businesses they represent have an interest in
considering a merger or acquisition with the Company. No assurance can be given
that the Company will be successful in finding or acquiring a desirable business
opportunity, given that no funds that are available for acquisitions, or that
any acquisition that occurs will be on terms that are favorable to the Company
or its stockholders.
The Company's search will be directed toward small and medium-sized
enterprises which have a desire to become public corporations and which are able
to satisfy, or anticipate in the reasonably near future being able to satisfy,
the minimum asset requirements in order to qualify shares for trading on NASDAQ
or a stock exchange (See "Investigation and Selection of Business
Opportunities"). The Company anticipates that the business opportunities
presented to it will (i) be recently organized with no operating history, or a
history of losses attributable to under-capitalization or other factors; (ii) be
experiencing financial or operating difficulties; (iii) be in need of funds to
develop a new product or service or to expand into a new market; (iv) be relying
upon an untested product or marketing concept; or (v) have a combination of the
characteristics mentioned in (i) through (iv). The Company intends to
concentrate its acquisition efforts on properties or businesses that it believes
to be undervalued. Given the above factors, investors should expect that any
acquisition candidate may have a history of losses or low profitability.
The Company does not propose to restrict its search for investment
opportunities to any particular geographical area or industry, and may,
therefore, engage in essentially any business, to the extent of its limited
resources. This includes industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The Company's discretion in the selection of business opportunities is
unrestricted, subject to the availability of such opportunities, economic
conditions, and other factors.
5
Depending upon the nature of the transaction, the current officers and
directors of the Company may resign management positions with the Company in
connection with the Company's acquisition of a business opportunity. See "Form
of Acquisition," below, and "Risk Factors - The Company - Lack of Continuity in
Management." In the event of such a resignation, the Company's current
management would not have any control over the conduct of the Company's business
following the Company's combination with a business opportunity.
It is anticipated that business opportunities will come to the Company's
attention from various sources, including its officer and director, its other
stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company has no
plans, understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.
The Company does not foresee that it would enter into a merger or
acquisition transaction with any business with which its officers or directors
are currently affiliated. Should the Company determine in the future, contrary
to foregoing expectations, that a transaction with an affiliate would be in the
best interests of the Company and its stockholders, the Company is in general
permitted by Colorado law to enter into such a transaction if:
1. The material facts as to the relationship or interest of the
affiliate and as to the contract or transaction are disclosed or are known to
the Board of Directors, and the Board in good faith authorizes the contract or
transaction by the affirmative vote of a majority of the disinterested
directors, even though the disinterested directors constitute less than a
quorum; or
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2. The material facts as to the relationship or interest of the
affiliate and as to the contract or transaction are disclosed or are known to
the stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or
3. The contract or transaction is fair as to the Company as of the time
it is authorized, approved or ratified, by the Board of Directors or the
stockholders.
Investigation and Selection of Business Opportunities
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To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of the other
company's management and personnel, the anticipated acceptability of new
products or marketing concepts, the merit of technological changes, the
perceived benefit the company will derive from becoming a publicly held entity,
and numerous other factors which are difficult, if not impossible, to analyze
through the application of any objective criteria. In many instances, it is
anticipated that the historical operations of a specific business opportunity
may not necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand significantly,
change product emphasis, change or substantially augment management, or make
other changes. The Company will be dependent upon the owners of a business
opportunity to identify any such problems which may exist and to implement, or
be primarily responsible for the implementation of, required changes. Because
the Company may participate in a business opportunity with a newly organized
firm or with a firm which is entering a new phase of growth, it should be
emphasized that the Company will incur further risks, because management in many
instances will not have proved its abilities or effectiveness, the eventual
market for such company's products or services will likely not be established,
and such company may not be profitable when acquired.
It is anticipated that the Company will not be able to diversify, but
will essentially be limited to one such venture because of the Company's limited
financing. This lack of diversification will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be considered an adverse factor affecting any decision to purchase the
Company's securities.
7
It is emphasized that management of the Company may effect transactions
having a potentially adverse impact upon the Company's shareholders pursuant to
the authority and discretion of the Company's management to complete
acquisitions without submitting any proposal to the stockholders for their
consideration. Holders of the Company's securities should not anticipate that
the Company necessarily will furnish such holders, prior to any merger or
acquisition, with financial statements, or any other documentation, concerning a
target company or its business. In some instances, however, the proposed
participation in a business opportunity may be submitted to the stockholders for
their consideration, either voluntarily by such directors to seek the
stockholders' advice and consent or because state law so requires.
The analysis of business opportunities will be undertaken by or under
the supervision of the Company's President, who is not a professional business
analyst. See "Management." Although there are no current plans to do so, Company
management might hire an outside consultant to assist in the investigation and
selection of business opportunities, and might pay a finder's fee. Since Company
management has no current plans to use any outside consultants or advisors to
assist in the investigation and selection of business opportunities, no policies
have been adopted regarding use of such consultants or advisors, the criteria to
be used in selecting such consultants or advisors, the services to be provided,
the term of service, or regarding the total amount of fees that may be paid.
However, because of the limited resources of the Company, it is likely that any
such fee the Company agrees to pay would be paid in stock and not in cash.
Otherwise, the Company anticipates that it will consider, among other things,
the following factors:
1. Potential for growth and profitability, indicated by new technology,
anticipated market expansion, or new products;
2. The Company's perception of how any particular business opportunity
will be received by the investment community and by the Company's stockholders;
3. Whether, following the business combination, the financial condition
of the business opportunity would be, or would have a significant prospect in
the foreseeable future of becoming sufficient to enable the securities of the
Company to qualify for listing on an exchange or on a national automated
securities quotation system, such as NASDAQ, so as to permit the trading of such
securities to be exempt from the requirements of Rule 15c2-6 recently adopted by
the Securities and Exchange Commission. See "Risk Factors - The Company -
Regulation of Penny Stocks."
8
4. Capital requirements and anticipated availability of required funds,
to be provided by the Company or from operations, through the sale of additional
securities, through joint ventures or similar arrangements, or from other
sources;
5. The extent to which the business opportunity can be advanced;
6. Competitive position as compared to other companies of similar size
and experience within the industry segment as well as within the industry as a
whole;
7. Strength and diversity of existing management, or management
prospects that are scheduled for recruitment;
8. The cost of participation by the Company as compared to the perceived
tangible and intangible values and potential; and
9. The accessibility of required management expertise, personnel, raw
materials, services, professional assistance, and other required items.
In regard to the possibility that the shares of the Company would
qualify for listing on NASDAQ, the current standards include the requirements
that the issuer of the securities that are sought to be listed have total assets
of at least $4,000,000 and total capital and surplus of at least $2,000,000.
Many, and perhaps most, of the business opportunities that might be potential
candidates for a combination with the Company would not satisfy the NASDAQ
listing criteria.
No one of the factors described above will be controlling in the
selection of a business opportunity, and management will attempt to analyze all
factors appropriate to each opportunity and make a determination based upon
reasonable investigative measures and available data. 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. Potential investors must recognize that, because of the Company's
limited capital available for investigation and management's limited experience
in business analysis, the Company may not discover or adequately evaluate
adverse facts about the opportunity to be acquired.
9
The Company is unable to predict when it may participate in a business
opportunity. It expects, however, that the analysis of specific proposals and
the selection of a business opportunity may take several months or more.
Prior to making a decision to participate in a business opportunity, the
Company will generally request that it be provided with written materials
regarding the business opportunity containing such items as a description of
products, services and company history; management resumes; financial
information; available projections, with related assumptions upon which they are
based; an explanation of proprietary products and services; evidence of existing
patents, trademarks, or services marks, or rights thereto; present and proposed
forms of compensation to management; a description of transactions between such
company and its affiliates during relevant periods; a description of present and
required facilities; an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; audited
financial statements, or if they are not available, unaudited financial
statements, together with reasonable assurances that audited financial
statements would be able to be produced within a reasonable period of time not
to exceed 60 days following completion of a merger transaction; and other
information deemed relevant.
As part of the Company's investigation, the Company's executive officers
and directors may meet personally with management and key personnel, may visit
and inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.
It is possible that the range of business opportunities that might be
available for consideration by the Company could be limited by the impact of
Securities and Exchange Commission regulations regarding purchase and sale of
"penny stocks." The regulations would affect, and possibly impair, any market
that might develop in the Company's securities until such time as they qualify
for listing on NASDAQ or on another exchange which would make them exempt from
applicability of the "penny stock" regulations. See "Risk Factors - - Regulation
of Penny Stocks."
10
Company management believes that various types of potential merger or
acquisition candidates might find a business combination with the Company to be
attractive. These include acquisition candidates desiring to create a public
market for their shares in order to enhance liquidity for current shareholders,
acquisition candidates which have long-term plans for raising capital through
the public sale of securities and believe that the possible prior existence of a
public market for their securities would be beneficial, and acquisition
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the possibility of development
of a public market for their securities will be of assistance in that process.
Acquisition candidates which have a need for an immediate cash infusion are not
likely to find a potential business combination with the Company to be an
attractive alternative.
There are no loan arrangements or arrangements for any financing
whatsoever relating to any business opportunities.
Form of Acquisition
-------------------
It is impossible to predict the manner in which the Company may
participate in a business opportunity. Specific business opportunities will be
reviewed as well as the respective needs and desires of the Company and the
promoters of the opportunity and, upon the basis of that review and the relative
negotiating strength of the Company and such promoters, the legal structure or
method deemed by management to be suitable will be selected. Such structure may
include, but is not limited to leases, purchase and sale agreements, licenses,
joint ventures and other contractual arrangements. The Company may act directly
or indirectly through an interest in a partnership, corporation or other form of
organization. Implementing such structure may require the merger, consolidation
or reorganization of the Company with other corporations or forms of business
organization, and although it is likely, there is no assurance that the Company
would be the surviving entity. In addition, the present management and
stockholders of the Company most likely will not have control of a majority of
the voting shares of the Company following a reorganization transaction. As part
of such a transaction, the Company's existing directors may resign and new
directors may be appointed without any vote by stockholders.
It is likely that the Company will acquire its participation in a
business opportunity through the issuance of common stock or other securities of
11
the Company. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986, depends upon the issuance to the stockholders of
the acquired company of a controlling interest (i.e. 80% or more) of the common
stock of the combined entities immediately following the reorganization. If a
transaction were structured to take advantage of these provisions rather than
other "tax free" provisions provided under the Internal Revenue Code, the
Company's current stockholders would retain in the aggregate 20% or less of the
total issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were stockholders of the Company prior to
such reorganization. Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a controlling
interest in the Company by the current officers, directors and principal
shareholders. (See "Description of Business - General").
It is anticipated that any new securities issued in any reorganization
would be issued in reliance upon exemptions, if any are available, from
registration under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of the transaction, the Company
may agree to register such securities either at the time the transaction is
consummated, or under certain conditions or at specified times thereafter. The
issuance of substantial additional securities and their potential sale into any
trading market that might develop in the Company's securities may have a
depressive effect upon such market.
The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.
As a general matter, the Company anticipates that it, and/or its
officers and principal shareholders will enter into a letter of intent with the
management, principals or owners of a prospective business opportunity prior to
signing a binding agreement. Such a letter of intent will set forth the terms of
12
the proposed acquisition but will not bind any of the parties to consummate the
transaction. Execution of a letter of intent will by no means indicate that
consummation of an acquisition is probable. Neither the Company nor any of the
other parties to the letter of intent will be bound to consummate the
acquisition unless and until a definitive agreement concerning the acquisition
as described in the preceding paragraph is executed. Even after a definitive
agreement is executed, it is possible that the acquisition would not be
consummated should any party elect to exercise any right provided in the
agreement to terminate it on specified grounds.
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 theretofore incurred in the related investigation would
not be recoverable. Moreover, because many providers of goods and services
require compensation at the time or soon after the goods and services are
provided, the inability of the Company to pay until an indeterminate future time
may make it impossible to procure goods and services.
In all probability, upon completion of an acquisition or merger, there
will be a change in control through issuance of substantially more shares of
common stock. Further, in conjunction with an acquisition or merger, it is
likely that management may offer to sell a controlling interest at a price not
relative to or reflective of any value of the shares sold by management, and at
a price which could not be achieved by individual shareholders at the time.
Investment Company Act and Other Regulation
-------------------------------------------
The Company may participate in a business opportunity by purchasing,
trading or selling the securities of such business. The Company does not,
however, intend to engage primarily in such activities. Specifically, the
Company intends to conduct its activities so as to avoid being classified as an
"investment company" under the Investment Company Act of 1940 (the "Investment
Act"), and therefore to avoid application of the costly and restrictive
registration and other provisions of the Investment Act, and the regulations
promulgated thereunder.
13
Section 3(a) of the Investment Act contains the definition of an
"investment company," and it excludes any entity that does not engage primarily
in the business of investing, reinvesting or trading in securities, or that does
not engage in the business of investing, owning, holding or trading "investment
securities" (defined as "all securities other than government securities or
securities of majority-owned subsidiaries") the value of which exceeds 40% of
the value of its total assets (excluding government securities, cash or cash
items). The Company intends to implement its business plan in a manner which
will result in the availability of this exception from the definition of
"investment company." Consequently, the Company's participation in a business or
opportunity through the purchase and sale of investment securities will be
limited.
The Company's plan of business may involve changes in its capital
structure, management, control and business, especially if it consummates a
reorganization as discussed above. Each of these areas is regulated by the
Investment Act, in order to protect purchasers of investment company securities.
Since the Company will not register as an investment company, stockholders will
not be afforded these protections.
Any securities which the Company might acquire in exchange for its
common stock are expected to be "restricted securities" within the meaning of
the Securities Act of 1933, as amended (the "Act"). If the Company elects to
resell such securities, such sale cannot proceed unless a registration statement
has been declared effective by the Securities and Exchange Commission or an
exemption from registration is available. Section 4(1) of the Act, which exempts
sales of securities not involving a distribution, would in all likelihood be
available to permit a private sale. Although the plan of operation does not
contemplate resale of securities acquired, if such a sale were to be necessary,
the Company would be required to comply with the provisions of the Act to effect
such resale.
An acquisition made by the Company may be in an industry which is
regulated or licensed by federal, state or local authorities. Compliance with
such regulations can be expected to be a time-consuming and expensive process.
Competition
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The Company expects to encounter substantial competition in its efforts
to locate attractive opportunities, primarily from business development
companies, venture capital partnerships and corporations, venture capital
affiliates of large industrial and financial companies, small investment
companies, and wealthy individuals. Many of these entities will have
significantly greater experience, resources and managerial capabilities than the
Company and will therefore be in a better position than the Company to obtain
access to attractive business opportunities. The Company also will possibly
experience competition from other public "blank check" companies, some of which
may have more funds available than does the Company.
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No Rights of Dissenting Shareholders
------------------------------------
The Company does not intend to provide Company shareholders with
complete disclosure documentation including audited financial statements,
concerning a possible target company prior to acquisition, because Colorado
Business Corporation Act vests authority in the Board of Directors to decide and
approve matters involving acquisitions within certain restrictions. Any
transaction would be structured as an acquisition, not a merger, with the
Registrant being the parent company and the acquiree being merged into a wholly
owned subsidiary. Therefore, a shareholder will have no right of dissent under
Colorado law.
No Target Candidates for Acquisition
------------------------------------
None of the Company's Officers, Directors, promoters, affiliates, or
associates have had any preliminary contact or discussion with any specific
candidate for acquisition. There are no present plans, proposals, arrangements,
or understandings with any representatives of the owners of any business or
company regarding the possibility of an acquisition transaction.
Administrative Offices
----------------------
The Company currently maintains a mailing address at P. O. Box 723,
Evergreen, Colorado 80437. Other than this mailing address, the Company does not
currently maintain any other office facilities, and does not anticipate the need
for maintaining office facilities at any time in the foreseeable future. The
Company pays no rent or other fees for the use of this mailing address.
15
Employees
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The Company is a development stage company and currently has no salaried
employees. Management of the Company expects to use consultants, attorneys and
accountants as necessary, and does not anticipate a need to engage any full-time
employees so long as it is seeking and evaluating business opportunities. The
need for employees and their availability will be addressed in connection with
the decision whether or not to acquire or participate in specific business
opportunities. There is no current plan under which, remuneration may be paid to
or accrued for the benefit of, the Company's officers prior to, or in
conjunction with, the completion of a business acquisition for services actually
rendered, and the company has adopted a resolution and policy which precludes
payment of any compensation or finder's fees to officers or directors. See
"Executive Compensation" and under "Certain Relationships and Related
Transactions."
Risk Factors
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1. Conflicts of Interest. Certain conflicts of interest may exist between the
Company and its officers and directors. They have other business interests to
which they devote their attention, and may be expected to continue to do so
although management time should be devoted to the business of the Company. As a
result, conflicts of interest may arise that can be resolved only through
exercise of such judgment as is consistent with fiduciary duties to the Company.
See "Management," and "Conflicts of Interest."
It is anticipated that Company's officers and directors may actively
negotiate or otherwise consent to the purchase of a portion of his common stock
as a condition to, or in connection with, a proposed merger or acquisition
transaction. In this process, the Company's officers may consider his own
personal pecuniary benefit rather than the best interests of other Company
shareholders, and the other Company shareholders are not expected to be afforded
the opportunity to approve or consent to any particular stock buy-out
transaction. See "Conflicts of Interest."
2. Need For Additional Financing. The Company has very limited funds, and such
funds may not be adequate to take advantage of any available business
opportunities. Even if the Company's funds prove to be sufficient to acquire an
interest in, or complete a transaction with, a business opportunity, the Company
may not have enough capital to exploit the opportunity. The ultimate success of
16
the Company may depend upon its ability to raise additional capital. The Company
has not investigated the availability, source, or terms that might govern the
acquisition of additional capital and will not do so until it determines a need
for additional financing. If additional capital is needed, there is no assurance
that funds will be available from any source or, if available, that they can be
obtained on terms acceptable to the Company. If not available, the Company's
operations will be limited to those that can be financed with its modest
capital.
3. Regulation of Penny Stocks. The Company's securities, when available for
trading, will be subject to a Securities and Exchange Commission rule that
imposes special sales practice requirements upon broker-dealers who sell such
securities to persons other than established customers or accredited investors.
For purposes of the rule, the phrase "accredited investors" means, in general
terms, institutions with assets in excess of $5,000,000, or individuals having a
net worth in excess of $1,000,000 or having an annual income that exceeds
$200,000 (or that, when combined with a spouse's income, exceeds $300,000). For
transactions covered by the rule, the broker-dealer must make a special
suitability determination for the purchaser and receive the purchaser's written
agreement to the transaction prior to the sale. Consequently, the rule may
affect the ability of broker-dealers to sell the Company's securities and also
may affect the ability of purchasers in this offering to sell their securities
in any market that might develop therefore.
In addition, the Securities and Exchange Commission has adopted a number
of rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1,
15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities
Exchange Act of 1934, as amended. Because the securities of the Company may
constitute "penny stocks" within the meaning of the rules, the rules would apply
to the Company and to its securities. The rules may further affect the ability
of owners of Shares to sell the securities of the Company in any market that
might develop for them.
Shareholders should be aware that, according to Securities and Exchange
Commission, the market for penny stocks has suffered in recent years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the security by one or a few broker-dealers that are often related to the
promoter or issuer; (ii) manipulation of prices through prearranged matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
17
practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and undisclosed
bid-ask differentials and markups by selling broker-dealers; and (v) the
wholesale dumping of the same securities by promoters and broker-dealers after
prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses. The
Company's management is aware of the abuses that have occurred historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of broker-dealers who participate in
the market, management will strive within the confines of practical limitations
to prevent the described patterns from being established with respect to the
Company's securities.
4.Lack of Operating History. The Company was formed in 1997 and has had an
unsuccessful operating history. Due to the special risks inherent in the
investigation, acquisition, or involvement in a new business opportunity, the
Company must be regarded as a new or start-up venture with all of the unforeseen
costs, expenses, problems, and difficulties to which such ventures are subject.
5. No Assurance of Success or Profitability. There is no assurance that the
Company will acquire a favorable business opportunity. Even if the Company
should become involved in a business opportunity, there is no assurance that it
will generate revenues or profits, or that the market price of the Company's
common stock will be increased thereby.
6. Possible Business - Not Identified and Highly Risky. The Company has not
identified and has no commitments to enter into or acquire a specific business
opportunity and therefore can disclose the risks and hazards of a business or
opportunity that it may enter into in only a general manner, and cannot disclose
the risks and hazards of any specific business or opportunity that it may enter
into. An investor can expect a potential business opportunity to be quite risky.
The Company's acquisition of or participation in a business opportunity will
likely be highly illiquid and could result in a total loss to the Company and
its stockholders if the business or opportunity proves to be unsuccessful.
7. Type of Business Acquired. The type of business to be acquired may be one
that desires to avoid effecting its own public offering and the accompanying
expense, delays, uncertainties, and federal and state requirements which purport
to protect investors. Because of the Company's limited capital, it is more
likely than not that any acquisition by the Company will involve other parties
whose primary interest is the acquisition of control of a publicly traded
company. Moreover, any business opportunity acquired may be currently
unprofitable or present other negative factors.
18
8. Impracticability of Exhaustive Investigation. The Company's limited funds and
the lack of full-time management will likely make it impracticable to conduct a
complete and exhaustive investigation and analysis of a business opportunity
before the Company commits its capital or other resources thereto. Management
decisions, therefore, will likely be made without detailed feasibility studies,
independent analysis, market surveys and the like which, if the Company had more
funds available to it, would be desirable. The Company will be particularly
dependent in making decisions upon information provided by the promoter, owner,
sponsor, or others associated with the business opportunity seeking the
Company's participation. A significant portion of the Company's available funds
may be expended for investigative expenses and other expenses related to
preliminary aspects of completing an acquisition transaction, whether or not any
business opportunity investigated is eventually acquired.
9. Lack of Diversification. Because of the limited financial resources that the
Company has, it is unlikely that the Company will be able to diversify its
acquisitions or operations. The Company's probable inability to diversify its
activities into more than one area will subject the Company to economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company's operations.
10. Reliance upon Financial Statements. The Company generally will require
audited financial statements from companies that it proposes to acquire. Given
cases where audited financials are not available, the Company will have to rely
upon interim period unaudited information received from target companies'
management that has not been verified by outside auditors. The lack of the type
of independent verification which audited financial statements would provide,
increases the risk that the Company, in evaluating an acquisition with such a
target company, will not have the benefit of full and accurate information about
the financial condition and recent interim operating history of the target
company. This risk increases the prospect that the acquisition of such a company
might prove to be an unfavorable one for the Company or the holders of the
Company's securities.
Moreover, the Company will be subject to the reporting provisions of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and thus will
be required to furnish certain information about significant acquisitions,
including audited financial statements for any business that it acquires.
Consequently, acquisition prospects that do not have, or are unable to provide
reasonable assurances that they will be able to obtain, the required audited
statements would not be considered by the Company to be appropriate for
acquisition so long as the reporting requirements of the Exchange Act are
applicable. Should the Company, during the time it remains subject to the
reporting provisions of the Exchange Act, complete an acquisition of an entity
for which audited financial statements prove to be unobtainable, the Company
would be exposed to enforcement actions by the Securities and Exchange
Commission (the "Commission") and to corresponding administrative sanctions,
including permanent injunctions against the Company and its management. The
legal and other costs of defending a Commission enforcement action would have
material, adverse consequences for the Company and its business. The imposition
of administrative sanctions would subject the Company to further adverse
consequences.
19
In addition, the lack of audited financial statements would prevent the
securities of the Company from becoming eligible for listing on NASDAQ, or on
any existing stock exchange. Moreover, the lack of such financial statements is
likely to discourage broker-dealers from becoming or continuing to serve as
market makers in the securities of the Company. Without audited financial
statements, the Company would almost certainly be unable to offer securities
under a registration statement pursuant to the Securities Act of 1933, and the
ability of the Company to raise capital would be significantly limited until
such financial statements were to become available.
11. Other Regulation. An acquisition made by the Company may be of a business
that is subject to regulation or licensing by federal, state, or local
authorities. Compliance with such regulations and licensing can be expected to
be a time-consuming, expensive process and may limit other investment
opportunities of the Company.
12. Dependence upon Management; Limited Participation of Management. The Company
currently has only two (2) individuals who are serving as its officers and
directors on a part time basis. The Company will be heavily dependent upon their
skills, talents, and abilities to implement its business plan, and may, from
time to time, find that the inability of the officers and directors to devote
their full time attention to the business of the Company results in a delay in
progress toward implementing its business plan. See "Management." Because
investors will not be able to evaluate the merits of possible business
acquisitions by the Company, they should critically assess the information
concerning the Company's officers and directors.
13. Lack of Continuity in Management. The Company does not have an employment
agreement with its officers and directors, and as a result, there is no
assurance they will continue to manage the Company in the future. In connection
with acquisition of a business opportunity, it is likely the current officers
and directors of the Company may resign subject to compliance with Section 14f
of the Securities Exchange Act of 1934. A decision to resign will be based upon
the identity of the business opportunity and the nature of the transaction, and
is likely to occur without the vote or consent of the stockholders of the
Company.
14. Indemnification of Officers and Directors. The Colorado Business Corporation
Act provides for the indemnification of its directors, officers, employees, and
agents, under certain circumstances, against attorney's fees and other expenses
incurred by them in any litigation to which they become a party arising from
their association with or activities on behalf of the Company. The Company will
also bear the expenses of such litigation for any of its directors, officers,
employees, or agents, upon such person's promise to repay the Company therefor
if it is ultimately determined that any such person shall not have been entitled
to indemnification. This indemnification policy could result in substantial
expenditures by the Company which it will be unable to recoup.
20
15. Director's Liability Limited. The Colorado Business Corporation Act excludes
personal liability of its directors to the Company and its stockholders for
monetary damages for breach of fiduciary duty except in certain specified
circumstances. Accordingly, the Company will have a much more limited right of
action against its directors than otherwise would be the case. This provision
does not affect the liability of any director under federal or applicable state
securities laws.
16. Dependence upon Outside Advisors. To supplement the business experience of
its officers and directors, the Company may be required to employ accountants,
technical experts, appraisers, attorneys, or other consultants or advisors. The
selection of any such advisors will be made by the Company's President without
any input from stockholders. Furthermore, it is anticipated that such persons
may be engaged on an "as needed" basis without a continuing fiduciary or other
obligation to the Company. In the event the President of the Company considers
it necessary to hire outside advisors, he may elect to hire persons who are
affiliates, if they are able to provide the required services.
17. Leveraged Transactions. There is a possibility that any acquisition of a
business opportunity by the Company may be leveraged, i.e., the Company may
finance the acquisition of the business opportunity by borrowing against the
assets of the business opportunity to be acquired, or against the projected
future revenues or profits of the business opportunity. This could increase the
Company's exposure to larger losses. A business opportunity acquired through a
leveraged transaction is profitable only if it generates enough revenues to
cover the related debt and expenses. Failure to make payments on the debt
incurred to purchase the business opportunity could result in the loss of a
portion or all of the assets acquired. There is no assurance that any business
opportunity acquired through a leveraged transaction will generate sufficient
revenues to cover the related debt and expenses.
18. Competition. The search for potentially profitable business opportunities is
intensely competitive. The Company expects to be at a disadvantage when
competing with many firms that have substantially greater financial and
management resources and capabilities than the Company. These competitive
conditions will exist in any industry in which the Company may become
interested.
19. No Foreseeable Dividends. The Company has not paid dividends on its common
stock and does not anticipate paying such dividends in the foreseeable future.
21
20. Loss of Control by Present Management and Stockholders. The Company may
consider an acquisition in which the Company would issue as consideration for
the business opportunity to be acquired an amount of the Company's authorized
but unissued Common Stock that would, upon issuance, represent the great
majority of the voting power and equity of the Company. The result of such an
acquisition would be that the acquired company's stockholders and management
would control the Company, and the Company's management could be replaced by
persons unknown at this time. Such a merger would result in a greatly reduced
percentage of ownership of the Company by its current shareholders. In addition,
the Company's major shareholders could sell control blocks of stock at a premium
price to the acquired company's stockholders.
21. No Public Market Exists. There is no public market for the Company's common
stock, and no assurance can be given that a market will develop or that a
shareholder ever will be able to liquidate his investment without considerable
delay, if at all. If a market should develop, the price may be highly volatile.
Factors such as those discussed in this "Risk Factors" section may have a
significant impact upon the market price of the securities offered hereby. Owing
to the low price of the securities, many brokerage firms may not be willing to
effect transactions in the securities. Even if a purchaser finds a broker
willing to effect a transaction in these securities, the combination of
brokerage commissions, state transfer taxes, if any, and any other selling costs
may exceed the selling price. Further, many lending institutions will not permit
the use of such securities as collateral for any loans.
22
Item 2. Property
------------------------------
The Company does not have any formal offices at year end. Records are
maintained and mail received at P. O. Box 723, Evergreen, Colorado 80437. The
Company owns no real property.
Item 3. Legal Proceedings
-----------------------------------
The Company is a party to no currently pending legal proceedings, nor is
its property subject to such proceedings, at September 30, 2000.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------------------------
No matters were submitted during the fiscal year covered by this report
to a vote of security holders of the Company, through the solicitation of
proxies or otherwise.
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
--------------------------------------------------------------------------------
The range of high and low trade quotations for the Company's common
stock on the OTCBB (1999 to March 2000) and/or Pink Sheets (FY 2000 after March
2000) for each fiscal quarter since the last report, as reported by the National
Quotation Bureau Incorporated, was as follows
2000 HIGH LOW
First Quarter $.10 $.03
Second Quarter $.21 $.03
Third Quarter $.18 $.01
Fourth Quarter $.03 $.01
1999
First Quarter $.75 $.1562
Second Quarter $.2969 $.0469
Third Quarter $.1562 $.0469
Fourth Quarter $.0938 $.0312
The above quotations reflect inter-dealer prices, without retail
mark-up, mark-down, or commission and may not necessarily represent actual
transactions.
As of September 30, 2000, there were 69 record holders of the Company's
common Stock.
The Company has not declared or paid any cash dividends on its common
stock and does not anticipate paying dividends for the foreseeable future.
23
Item 6. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Financial Condition and Changes in Financial Condition
--------------------------------------------------------------------------------
No operations were conducted and no revenues were generated in the
fiscal year. The Company had no income in the year ended September 30, 2000. The
Company at year end had no capital, no cash, and no other assets. The Company at
year end was totally illiquid and needed cash infusions from shareholders to
provide capital, or loans from any sources.
Results of Operations for the fiscal year ended September 30, 2000,
compared to fiscal year ended September 30, 1999
--------------------------------------------------------------------------------
The Company incurred expenses totalling $140,728 in 2000 compared to
$1,460,010 in 1999 in the fiscal year. The Company accrued $90,000 in
compensation to Officers for services and the Company incurred legal and
accounting expenses of $14,717 and consulting expenses of $24,000. Other
miscellaneous expenses in the fiscal year totalled $12,011. In the 1999 fiscal
year, the Company incurred $761,451 in consulting expenses, $40,454 in "due
diligence" costs, impairment loss of $298,150 from write off of exploration
prospect investment, $165,750 for officers compensation, and $103,580 for public
relations expenses. The Company had no operations or revenues in 2000 or 1999.
The net loss for 2000 was ($118,369) and for 1999 was ($1,482,017). The net loss
per share was ($.01) in 2000 and ($.13) in 1999. A continuation of the trend of
net losses should be expected to continue in the future until some profitable
operations are achieved, if ever any are acquired or developed. Since inception
in 1997 the company has accumulated deficits totalling ($2,593,810) to September
30, 2000.
Liquidity & Capital Resources
-----------------------------
The Company had nominal cash at year end and no other capital
resources. The Company will be dependent on its shareholders for loans for
expenses, and has no capital availability except through private placement of
stock, none of which has been arranged.
24
Item 7. Financial Statements and Supplementary Data
-------------------------------------------------------------
Please refer to pages F-1 through F-10.
Item 8. Changes in and Disagreements on Accounting and Financial
Disclosure
--------------------------------------------------------------------------------
Michael B. Johnson & Company, CPA's of Denver, Colorado were retained in
1997 as auditors for the Company for fiscal year 1997 and thereafter.
In connection with audits of two most recent fiscal years and any
interim period preceding resignation, no disagreements exist with any former
accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure, which disagreements if not
resolved to the satisfaction of the former accountant would have caused him to
make reference in connection with his report to the subject matter of the
disagreement(s).
The decision to change accountants was approved by the Board of
Directors as the registrant has no audit committee.
The principal accountants' reports on the financial statements for any
of the past two years contained no adverse opinion or a disclaimer of opinion
nor was qualified as to uncertainty, audit scope, or accounting principles
except for the "going concern" qualification.
25
PART III
Item 9. Directors and Executive Officers of the Registrant and
Compliance with Section 16(a)
--------------------------------------------------------------------------------
The director and executive officers currently serving the Company are
as follows:
NAME POSITION HELD TENURE
Randy A. McCall President & Director Director since inception
The directors named above will serve until the next annual meeting of
the Company's stockholders. Thereafter, directors will be elected for one-year
terms at the annual stockholders' meeting. Officers will hold their positions at
the pleasure of the board of directors, absent any employment agreement, of
which none currently exists or is contemplated. There is no arrangement or
understanding between the directors and officers of the Company and any other
person pursuant to which any director or officer was or is to be selected as a
director or officer.
The directors and officers of the Company will devote such time to the
Company's affairs on an "as needed" basis, but less than 20 hours per month. As
a result, the actual amount of time which they will devote to the Company's
affairs is unknown and is likely to vary substantially from month to month.
BIOGRAPHICAL INFORMATION
RANDY A. MCCALL, age 50, has been on the Board of Directors of Sun
River Mining, Inc. since the inception of the Company and was appointed
President in March 1997. He held the office of President until the appointment
of Steven R. Davis in March 1999. In May 1999, Mr. McCall assumed the positions
of CFO, Corporate Secretary, and Treasurer. In March 2000, he assumed position
of President of the Company again, when Steven R. Davis resigned. Mr. McCall
resigned as President on August 2, 2001 when Stephen B. Doppler was appointed
President. Mr. McCall is currently a Director only. Mr. McCall is a Certified
Public Accountant with over 25 years of senior financial management experience.
Prior to joining the Company, Mr. McCall was an independent consultant providing
tax, accounting, and managerial services. From 1972 to 1993 he has held
positions as the president of a public accounting firm and as the Chief
Executive Officer, Chief Financial Officer and/or Chairman of the Board of
telecommunications and marketing companies including Com-net, Inc., American
Buyers Network, Inc., and Voice Interactive Processing, Inc. Mr. McCall has been
employed since November 1998 by Region III Behavioral Health Services as Fiscal
Director.
26
Management will devote part time to the operations of the Company, and
any time spent will be devoted to screening and assessing and, if warranted,
negotiating to acquire business opportunities.
None of the Company's officers and/or directors receives any
compensation for their respective services rendered to the Company, nor have
they received such compensation in the past. They all have agreed to act without
compensation until authorized by the Board of Directors, which is not expected
to occur until the Company has generated revenues from operations after
consummation of a merger or acquisition. As of the date of filing this report,
the Company has no funds available to pay officers or directors. Further, none
of the officers or directors is accruing any compensation pursuant to any
agreement with the Company. No retirement, pension, profit sharing, stock option
or insurance programs or other similar programs have been adopted by the Company
for the benefit of its employees.
It is possible that, after the Company successfully consummates a merger
or acquisition with an unaffiliated entity, that entity may desire to employ or
retain one or a number of members of the Company's management for the purposes
of providing services to the surviving entity, or otherwise provide other
compensation to such persons. However, the Company has adopted a policy whereby
the offer of any post-transaction remuneration to members of management will not
be a consideration in the Company's decision to undertake any proposed
transaction. Each member of management has agreed to disclose to the Company's
Board of Directors any discussions concerning possible compensation to be paid
to them by any entity which proposes to undertake a transaction with the Company
and further, to abstain from voting on such transaction. Therefore, as a
practical matter, if each member of the Company's Board of Directors were
offered compensation in any form from any prospective merger or acquisition
candidate, the proposed transaction would not be approved by the Company's Board
of Directors as a result of the inability of the Board to affirmatively approve
such a transaction.
Conflicts of Interest
Members of the Company's management maybe associated with other firms
involved in a range of business activities. Consequently, there are potential
inherent conflicts of interest in their acting as officers and directors of the
Company. Insofar as the officers and directors are engaged in other business
activities, management anticipates it will devote only a minor amount of time to
the Company's affairs.
Certain of the officers and directors of the Company are directors and
principal shareholders in other blank check companies, and officers and
directors of the Company may in the future become shareholders, officers or
directors of other companies which may be formed for the purpose of engaging in
business activities similar to those conducted by the Company. Accordingly,
direct conflicts of interest may arise in the future with respect to such
individuals acting on behalf of the Company or other entities. Conflicts of
interest may arise with respect to opportunities which come to the attention of
such individuals in the performance of their duties or otherwise. The Company
does not currently have a right of first refusal pertaining to opportunities
that come to management's attention insofar as such opportunities may relate to
the Company's proposed business operations.
27
The officers and directors are, so long as they are officers or
directors of the Company, subject to the restriction that all opportunities
contemplated by the Company's plan of operation which come to their attention,
either in the performance of their duties or in any other manner, will be
considered opportunities of, and be made available to the Company and the
companies that they are affiliated with on an equal basis. A breach of this
requirement will be a breach of the fiduciary duties of the officer or director.
If the Company and the companies with which the officers and directors are
affiliated both desire to take advantage of an opportunity, then the Board of
Directors has agreed that said opportunity should be available to each such
company in the order in which such companies registered or became current in the
filing of annual reports under the Exchange Act subsequent to January 1, 1997.
All directors may still individually take advantage of opportunities if the
Company should decline to do so. Except as set forth above, the Company has not
adopted any other conflict of interest policy with respect to such transactions.
The Company's Board of Directors has adopted a policy that the Company
will not seek a merger with, or acquisition of, any entity in which any officer
or director serves as an officer or director or in which they or their family
members own or hold a controlling ownership interest. Although the Board of
Directors could elect to change this policy, the Board of Directors has no
present intention to do so.
There can be no assurance that management will resolve all conflicts of
interest in favor of the Company.
Item 10. Executive Compensation
---------------------------------------------
The Company accrued $145,750 compensation to the executive officers as
a group for services rendered to the Company in all capacities during the 2000
fiscal year. No one executive officer received, or has accrued for his benefit,
in excess of $60,000 for the year. No cash bonuses were or are to be paid to
such persons.
The Company does not have any employee incentive stock option plans.
There are no plans pursuant to which cash or non-cash compensation was
paid or distributed during the last fiscal year, or is proposed to be paid or
distributed in the future, to the executive officers of the Company. No other
compensation not described above was paid or distributed during the last fiscal
year to the executive officers of the Company. There are no compensatory plans
or arrangements, with respect to any executive office of the Company, which
result or will result from the resignation, retirement or any other termination
of such individual's employment with the Company or from a change in control of
the Company or a change in the individual's responsibilities following a change
in control.
28
SUMMARY COMPENSATION TABLE OF EXECUTIVES
Annual Compensation Awards
Name & Principal Year Salary Bonus Other Restricted Securities
Position ($) ($) Annual Stock Underlying
Comp- Award(s) Options/SARS
ensation ($) (#)
($)
-------------------------------------------------------------------------------------------------------------------
Randy A. McCall, 1999 $60,000* 0 0 0 0
President 2000 0 0 0 0 0
Steven R. Davis (1) 1999 $0 0 0 0 300,000
2000 $112,390 0 0 0 0
* accrued, but not paid
(1) resigned March 2000
Directors' Compensation
Name Annual Meeting Consulting Number Number of
Retainer Fees ($) Fees/Other of Shares Securities
Fee($) Fees ($) (#) Underlying
Options SARS
(#)
-----------------------------------------------------------------------------------------------------------------
A. Director 1999 0 0 0 0 0
Randy A. McCall 2000 0 0 0 0 0
B. Director 1999 0 0 0 0 0
Steven R. Davis (1) 2000 0 0 0 0 0
* Accrued but unpaid
(1) resigned March 2000
Option/SAR Grants Table (None)
Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End Option/SAR
value (None)
29
Long Term Incentive Plans - Awards in Last Fiscal Year (None)
No officer or director has received any other remuneration in the two
year period prior to the filing of this registration statement. There is no
current plan in existence, to pay or accrue compensation to its officers and
directors for services related to seeking business opportunities and completing
a merger or acquisition transaction. See "Certain Relationships and Related
Transactions." The Company has no stock option, retirement, pension, or
profit-sharing programs for the benefit of directors, officers or other
employees, but the Board of Directors may recommend adoption of one or more such
programs in the future.
Option/SAR Grants Table
Name Number of Securities % of Total Exercise Expiration
Underlying Options/SARs or Price Date
Options/SARs Granted to Employees ($/Sh)
Granted (#) in Fiscal Year
-------------------------------------------------------------------------------------------------------------------
Steven R. Davis 300,000 100% $.10/Sh Apr - Sept.
(Former President) 2004
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR value
Name Shares Value Number of Securities Value of Unexercised
Acquired Realized Underlying In the Money
on ($) Unexercised Options/SARs at FY-
Exercise Options/SARs at FY- End ($) Exercisable/
(#) End (#) Exercisable/ Unexercisable
Unexercisable
---------------------------------------------------------------------------------------------------------------------
Steven R. Davis (1) 0 0 300,000 Shares Exercisable 0
Randy A. McCall 400,000 (1999) $24,000 0 0
Sam Del Cielo(1) 400,000 (1999) $24,000 0 0
--------------------------- ----------------- -------------- ---------------------------- ----------------------------
(1) Former officer and director, now resigned.
Item 11. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------------------------
The following table sets forth, as of the date of this Report, the
number of shares of common stock owned of record and beneficially by executive
officers, directors and persons who hold 5.0% or more of the outstanding common
stock of the Company. Also included are the shares held by all executive
officers and directors as a group.
SHAREHOLDERS/ NUMBER OF SHARES OWNERSHIP
BENEFICIAL OWNERS PERCENTAGE
---------------------------------------------------------------------------
Randy McCall
President and Director
1909 "P" Street
Ord, NE 68862 1,580,000 9.66%
Paul Enright
7391 Grant Ranch Rd., #1312
Littleton, CO 80123 1,900,000 11.61%
K. Mark Skow
P.O. Box 3614
Carefree, AZ 85377 1,843,000 11.27%
All directors and executive
officers as a group (1 persons) 1,580,000 9.66%
Each principal shareholder has sole investment power and sole voting power over
the shares.
30
Item 12. Certain Relationships and Related Transactions
---------------------------------------------------------------
No related party transactions have occurred in the fiscal years 1999 or
2000.
No officer, director, or affiliate of the Company has or proposes to
have any direct or indirect material interest in any asset proposed to be
acquired by the Company through security holdings, contracts, options, or
otherwise.
The Company has adopted a policy under which any consulting or finder's
fee that may be paid to a third party for consulting services to assist
management in evaluating a prospective business opportunity would be paid in
stock or in cash. Any such issuance of stock would be made on an ad hoc basis.
Accordingly, the Company is unable to predict whether or in what amount such a
stock issuance might be made.
Although management has no current plans to cause the Company to do so,
it is possible that the Company may enter into an agreement with an acquisition
candidate requiring the sale of all or a portion of the common stock held by the
Company's current stockholders to the acquisition candidate or principals
thereof, or to other individuals or business entities, or requiring some other
form of payment to the Company's current stockholders, or requiring the future
employment of specified officers and payment of salaries to them. It is more
likely than not that any sale of securities by the Company's current
stockholders to an acquisition candidate would be at a price substantially
higher than that originally paid by such stockholders. Any payment to current
stockholders in the context of an acquisition involving the Company would be
determined entirely by the largely unforeseeable terms of a future agreement
with an unidentified business entity.
PART IV
Item 13. Exhibits and Reports on Form 8-K
------------------------------------------------
The following documents are filed as part of this report:
1. Reports on Form 8-K:
None
2. Exhibits:
None
31
INDEX
Form 10-K
Regulation Consecutive
S-K Number Exhibit Page Number
3.1 Articles of Incorporation Incorporated by reference
to Registration Statement
Form 10SB12G #000-29621
3.2 Bylaws Incorporated by Reference
to Registration Statement
Form 10SB12G # 000-29621
32
SIGNATURES:
-----------
Pursuant to the requirements of Section 12 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.
DATED: January 14, 2002
SUN RIVER MINING, INC.
---------------------
By:/s/Stephen B. Doppler
---------------------------------
President and Chairman
/s/Stephen W. Weathers
---------------------------------
Secretary
DIRECTORS:
/s/Randy McCall
---------------------------------
Director
/s/Thomas Anderson
---------------------------------
Director
33
SUN RIVER MINING, INC.
(AN EXPLORATION STAGE COMPANY)
FINANCIAL STATEMENTS
September 30, 2000
SUN RIVER MINING, INC.
AUDIT REPORT
SEPTEMBER 30, 2000 AND 1999
C O N T E N T S
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . F-2
Consolidated Balance Sheet as of September 30, 2000 and 1999..... F-3
Consolidated Statement of Operations For The Years Ended
September 30, 2000 and 1999 . . . . . . . . . . . . . . . . F-4
Consolidated Statement of Stockholders' Equity For The Years Ended
September 30, 2000 and 1999 . . . . . . . . . . . . F-5
Consolidated Statement of Cash Flows For The Years Ended
September 30, 2000 and 1999 . . . . . . . . . . . . . . . F-6
Notes to the Consolidated Financial Statements . .. . . F-7-F-19
All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
F-1
Michael Johnson & Co., LLC
Certified Public Accountants
9175 East Kenyon Ave., Suite 100
Denver, Colorado 80237
Michael B. Johnson, C.P.A. Telephone: (303) 796-0099
Member: A.I.C.P.A. Fax: (303) 796-0137
Colorado Society of C.P.A.s
Board of Directors
Sun River Mining, Inc.
Ord, NE 68862
We have audited the accompanying consolidated balance sheets of Sun River
Mining, Inc. (An Exploration Stage Company) as of September 30, 2000 and 1999,
and the related consolidated statements of operations, cash flows, and
stockholders' equity for the years ended September 30, 2000 and 1999 and for the
period from February 25, 1997 (date of inception) to September 30, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial 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 Sun River Mining, Inc. at
September 30, 2000 and 1999 and the results of their operations and their cash
flows for the years ended September 30, 2000 and 1999 and for the period from
February 25, 1997 (date of inception) to September 30, 2000 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 6 to the
financial statements, conditions exist which raise substantial doubt about the
Company's ability to continue as a going concern unless it is able to generate
sufficient cash flows to meet its obligations and sustain its operations.
Management's plans in regard to these matters are also described in Note 6. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/Michael Johnson & Co., LLC
Denver, Colorado
June 11, 2001
F-2
Sun River Mining, Inc.
(Exploration Stage Company)
Consolidated Balance Sheet
2000 1999
---------------- --------------
ASSETS:
Current assets:
Cash $ 2 $ 1,026
Accounts Receivable - Shareholders 1,884 1,884
Prepaid Expenses - 200
----------------- --------------
Total current assets 1,886 3,110
Fixed assets
Office Equipment (Net $2,830 depreciation for 2000, 1,156 1,924
and $2,062 for 1999) ----------------- --------------
Total fixed assets 1,156 1,924
----------------- --------------
TOTAL ASSETS $ 3,042 $ 5,034
================= ==============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts Payable $ 101,238 $ 52,894
Accrued Expenses 330,509 263,779
Directors' Fee Payable 9,683 6,683
Notes Payable 234,003 262,700
----------------- --------------
Total current liabilities 675,433 586,056
----------------- --------------
Stockholders' equity:
Preferred Stock, par value $0.01 per share; 50,000,000
shares authorized; no shares issued and outstanding - -
Common Stock, no par value; 500,000,000 shares authorized;
15,362,970 shares issued and outstanding in 2000 and 1,921,419 1,894,419
15,062,970 shares issued and outstanding in 1999.
Deficit accumulated during the exploration stage (2,593,810) (2,475,441)
----------------- --------------
Total stockholders' deficit (672,391) (581,022)
----------------- --------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 3,042 $ 5,034
================= ==============
The accompanying notes are an integral part of these financial statements.
F-3
Sun River Mining, Inc.
(Exploration Stage Company)
Consolidated Statements of Operations
February 25, 1997
Year Ended (Inception) to
September 30, September 30,
----------------------------------------
2000 1999 2000
--------------- ---------------- ----------------------
REVENUE $ - $ - $ -
EXPENSES:
Bank Charges 199 572 1,660
Consulting 24,000 761,451 878,939
Depreciation 768 1,232 2,830
Directors' Fees 2,000 3,883 11,983
Due Dilgence 5,378 40,454 45,832
Equipment Rental - - 1,733
Impairment loss - 298,150 923,834
Legal and Accounting 14,717 20,805 83,740
Licenses & Fees - - 6,220
Meals & Entertainment - 773 4,119
Office Expenses 335 4,415 13,781
Officer's Salaries 90,000 165,750 380,750
Postage - 565 3,217
Printing - 4,517 5,580
Public Relations 425 103,580 104,005
Rent 730 4,460 8,058
Taxes 53 4,604 4,657
Telephone 1,093 12,374 30,545
Transfer Agent Expense 845 3,701 7,496
Travel 185 28,724 59,293
--------------- ---------------- ----------------------
TOTAL EXPENSES 140,728 1,460,010 2,578,272
--------------- ---------------- ----------------------
EXTRAORDINARY ITEMS
Interest 18,038 22,007 55,935
Forgiveness of Debt (40,397) - (40,397)
--------------- ---------------- ----------------------
NET LOSS $ (118,369) $ (1,482,017) $ (2,593,810)
=============== ================ ======================
PER SHARE INFORMATION:
Weighted average number of
common shares outstanding 15,260,124 11,741,855
--------------- ----------------
NET LOSS PER COMMON SHARE $ (0.01) $ (0.13)
=============== ================
The accompanying notes are an integral part of these financial statements.
F-4
Sun River Mining, Inc.
(Exploration Stage Company)
Consolidated Statements of Cash Flows
February 25, 1997
Year Ended (Inception) to
September 30, September 30,
------------------------------------
2000 1999 2000
-------------- --------------- -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (118,369) $ (1,482,017) $ (2,593,810)
Adjustments to reconcile net loss to net
cash used in operations.
Depreciation 768 1,232 2,830
Issuance of Common Stock for Services - 383,688 562,700
Increase (Decrease) in Accounts Payable 48,344 43,884 101,238
Increase (Decrease) in Accrued Liabilities 66,730 127,214 330,509
Increase (Decrease) in Directors' Fees Payable 3,000 583 9,683
Decrease (Increase) in Accounts Rec - Shareholder - (1,884) (1,884)
Decrease (Increase) in Prepaid Expenses 200 3,526 -
-------------- --------------- -------------------
NET CASH FLOWS USED BY OPERATIONS 673 (923,774) (1,588,734)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Fixed Assets - - (3,986)
-------------- --------------- -------------------
NET CASH FLOWS PROVIDED BY INVESTING ACTIVITIES - - (3,986)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of Notes payable (28,697) - (91,369)
Proceeds from Notes payable - 103,145 234,003
Issuance of Common Stock 27,000 798,332 1,450,088
-------------- --------------- -------------------
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES (1,697) 901,477 1,592,722
NET INCREASE (DECREASE) IN CASH (1,024) (22,297) 2
-------------- --------------- -------------------
CASH AT BEGINNING OF PERIOD 1,026 23,323 -
-------------- --------------- -------------------
CASH AT END OF PERIOD $ 2 $ 1,026 $ 2
============== =============== ===================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for Interest $ 18,038 $ 22,007 $ 55,935
============== =============== ===================
Cash paid for income taxes $ - $ - $ -
============== =============== ===================
NON-CASH TRANSACTIONS $ - $ 383,688 $ 562,700
============== =============== ===================
The accompanying notes are an integral part of these financial statements.
F-5
Sun River Mining, Inc.
(Exploration Stage Company)
Consolidated Stockholders' Equity
Deficit
Accum. During
ISSUANCE OF Common the Exploration
COMMON STOCK: # of Shares Stock Stage Totals
------------------------------------ ----------------- --------------- -------------------- ----------------
Inception February 25, 1997 - $ - $ - $ -
Issuance of stock for cash 100,000 100 - 100
Issuance of stock for cash 111,800 111,800 - 111,800
Issuance of stock to Founders 282,200 - - -
Issuance of stock for Consolidation 8,900,000 312,106 - 312,106
Issuance of stock for cash 58,000 58,000 - 58,000
Issuance of stock for cash 47,800 47,800 47,800
Net Loss for year - - (193,973) (193,973)
----------------- --------------- --------------------- ----------------
Balance - September 30, 1997 9,499,800 529,806 (193,973) 335,833
----------------- --------------- --------------------- ----------------
Issuance of stock for compensation 30,000 30,000 - 30,000
Issuance of stock for cash 1,000,000 200,000 - 200,000
Consolidation stock cancelled (1,200,000) (50,000) - (50,000)
Issuance of stock for cash 4,000 4,000 - 4,000
Net Loss for year - - (799,451) (799,451)
----------------- --------------- --------------------- ----------------
Balance - September 30, 1998 9,333,800 713,806 (993,424) (279,618)
----------------- --------------- --------------------- ----------------
Issuance of stock for cash 424,670 159,367 - 159,367
Issuance of stock for compensation 800,000 40,000 - 40,000
Issuance of stock for cash 750,000 296,125 - 296,125
Issuance of stock for compensation 500,000 276,500 - 276,500
Issuance of stock for cash 150,000 70,313 - 70,313
Issuance of stock for cash & services 904,500 122,108 - 122,108
Issuance of stock for compensation 1,400,000 147,000 - 147,000
Issuance of stock for compensation 800,000 69,200 - 69,200
Net Loss for year - - (1,482,017) (1,482,017)
----------------- --------------- --------------------- ----------------
Balance - September 30, 1999 15,062,970 1,894,419 (2,475,441) (581,022)
----------------- --------------- --------------------- ----------------
Issuance of stock for cash 300,000 27,000 - 27,000
Net Loss for year - - (118,369) (118,369)
----------------- --------------- --------------------- ----------------
Balance - September 30, 2000 15,362,970 $ 1,921,419 $ (2,593,810) $ (672,391)
================= =============== ===================== ================
The accompanying notes are an integral part of these financial statements.
F-6
SUN RIVER MINING, INC.
(An Exploration Stage Company)
Notes to Financial Statements
September 30, 2000
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
------------------------------------------------------------
ORGANIZATION:
On February 25, 1997, Sun River Mining, Inc. (the Company) was
incorporated under the laws of Colorado. The Company is in the business
of raising capital to acquire or merge with any entity which has an
interest in being acquired by, or merging into the company. In May 1999
management decided to write-off the Sun River Bolivian subsidiaries and
to take the subsequent loss, of all investments associated with the
subsidiaries.
EXPLORATION STAGE:
The Company has not earned significant revenues from planned principal
operations or raising capital for exploration and acquisition of mining
property. Accordingly, the Company's activities have been accounted for
as those of a "Exploration Stage Enterprise" as set forth in Financial
Accounting Standards Board Statement No. 7 ("SFAS 7"). Among the
disclosures required by SFAS 7 are that the Company's financial
statements be identified as those of an exploration stage company, and
that the statements of operations, stockholders' equity (deficit) and
cash flows disclose activity since the date of the Company's inception.
CASH AND CASH EQUIVALENTS:
For purposes of the statements of cash flows, cash and cash equivalents
include cash in banks and money markets with an original maturity of
three months or less.
FIXED ASSETS AND DEPRECIATION:
The purchased equipment is recorded at cost. Depreciation is computed
on purchased property using the straight-line method over the following
estimated useful lives of the assets:
Equipment 5 years
ACCOUNTING FOR IMPAIRMENTS IN LONG-LIVED ASSETS:
Long-lived assets and identifiable intangibles are reviewed for
impairment whenever events or changes in circumstances indicate that
the carrying amounts of assets may not be recoverable. Management
periodically evaluates the carry value and the economic useful life of
its long-lived assets based on the Company's operating performance and
the expected future undiscounted cash flows and will adjust the carry
amount of assets, which may not be recoverable. On September 30, 1998
the Company recorded a charge against operations of $589,984 related to
the write-off of their subsidiaries. The write-off was comprised of
$222,031 loss on receivables and a write-off of an advance for expenses
of $367,953. On September 30, 1999 the Company recorded a charge
against operations of $298,150 related to the write-off of their
subsidiaries, comprised of a write-off of an advance for expenses of
$298,150. Management believes that remaining long-lived assets in the
balance sheet are appropriately valued.
F-7
SUN RIVER MINING, INC
(An Exploration Stage Company)
Notes to Financial Statements
September 30, 2000
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT):
-------------------------------------------------------------------
USE OF ESTIMATES:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS:
The Company's financial instruments include cash, cash equivalents and
notes payable. Estimates of fair value of these instruments are as
follows:
Cash & Cash Equivalents - The carrying amount of cash and cash
equivalents approximates fair value due to relatively short maturity of
these instruments.
Notes payable - The carrying amount of the Company's notes
payable approximate fair value based on borrowing rates currently
available to the Company for borrowing with comparable terms and
conditions.
OTHER COMPREHENSIVE INCOME
The Company has no material components of other comprehensive income
(loss) and accordingly, net loss is equal to comprehensive loss in all
periods.
NOTE 2 - LOANS PAYABLE:
Loans payable as of September 30, 2000 consist of the following:
Loan payable to Glen Pahnke for unpaid company
expenses, incurring interest at 8%, due upon demand. 10,000
Loan payable to Randy McCall for unpaid company
expenses, incurring interest at 8%, due upon demand. 50,706
Loan payable to Paul Enright for unpaid company
expenses, incurring interest at 8%, due upon demand. 8,297
Note payable to Dakota Partners dated January 25, 1999,
incurring interest at 12%, due January, 2001 165,000
----------
TOTAL NOTES PAYABLE $ 234,003
==========
F-8
SUN RIVER MINING, INC
(An Exploration Stage Company)
Notes to Financial Statements
September 30, 2000
NOTE 3 - FEDERAL INCOME TAX:
The Company accounts for income taxes under SFAS No. 109, which
requires the asset and liability approach to accounting for income
taxes. Under this approach, deferred income taxes are determined based
upon differences between the financial statement and tax bases of the
Company's assets and liabilities and operating loss carryforwards using
enacted tax rates in effect for the year in which the differences are
expected to reverse. Deferred tax assets are recognized if it is more
likely than not that the future tax benefit will be realized.
Significant components of the Company's deferred tax liabilities and
assets are as follows:
September 30
2000
DEFERRED TAX LIABILITY $ 0
================
Deferred Tax Assets
Net Operating Loss Carryforwards 2,671,560
Book/Tax Differences in Bases of Assets 13,000
Less Valuation Allowance (2,684,560)
TOTAL DEFERRED TAX ASSETS $ 0
=================
NET DEFERRED TAX LIABILITY $ 0
=================
As of September 30, 2000, the Company had a net operating loss
carryforward for federal tax purposes approximately equal to the
accumulated deficit recognized for book purposes, which will be
available to reduce future taxable income. The full realization of the
tax benefit associated with the carryforward depends predominantly upon
the Company's ability to generate taxable income during the
carryforward period. Because the current uncertainty of realizing such
tax assets in the future, a valuation allowance has been recorded equal
to the amount of the net deferred tax asset, which caused the Company's
effective tax rate to differ from the statutory income tax rate. The
net operating loss carryforward, if not utilized, will begin to expire
in the year 2013.
NOTE 4 - NET (LOSS) PER COMMON SHARE:
The net (loss) per common share of the common stock is computed based
on the weighted average number of shares outstanding.
NOTE 5 - PURCHASE AGREEMENT
In 1997 Sun River Mining, Inc. delivered 8,900,000 common shares to NBI
and RIO shareholders pro rata and warrants to purchase 500,000 shares
at $1.00 per share in exchange for 99.8% of the issued and outstanding
shares each of RIO and NBI. The acquisition of NBI and RIO was
accounted for by the purchase method of accounting.
F-9
SUN RIVER MINING, INC
(An Exploration Stage Company)
Notes to Financial Statements
September 30, 2000
NOTE 6 - GOING CONCERN
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplates
continuation of the Company as a going concern. However, the Company
has sustained a substantial operations loss this year. As shown in the
financial statements, the Company incurred a net loss of $209,119 for
2000. At September 30, 2000, current liabilities exceed current assets
by $764,100. These factors indicate that the Company has substantial
doubt about its ability to continue as a going concern. The financial
statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts
and classification of liabilities that might be necessary in the event
the Company cannot continue in existence.
In view of these matters, realization of a major portion of the assets
in the accompanying balance sheet is dependent upon continued
operations of the Company, which in turn is dependent upon the
Company's ability to meet its financial requirements, and the success
of its future operations. Management believes that actions being taken
to revise the Company's operating and financial requirements provide
the opportunity for the Company to continue as a going concern. The
action being taken is to search for Company's that wish to merge or be
acquired.
NOTE 7 - OPTION AGREEMENT
The President of the Company has an option to purchase 300,000 shares
of common stock at $.10 per share within five (5) years dated March 19,
1999. The President did not exercise any options during the current
year.
NOTE 8 - EMPLOYMENT CONTRACTS
Employment contract for Randy McCall (Officer) contained an option to
purchase 400,000 shares of common stock, this option was exercised on
January 7, 1999 for $.05 per share. Employment contract for Sam
DelCielo (Officer) contained an option to purchase 400,000 shares of
common stock, this option was exercised on January 7, 1999 for $.05 per
share. During the current year there were no employment contracts.
F-10