Correct... it was in that old edghar report ...20 to one reverse as I remember///100 to 1 LOL. Low shares now...a billionbefore...liuke serious...low shares now! LOL
>The following filing matches this Personal Alert
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> Company: WINDSTAR RESOURCES INC
> Ticker: WSRI
> Form Type: 10KSB
> Filing Date: Wed Mar 31 17:12:00 EST 1999
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Exploration and Development Activities.
Since the claims are without known commercially mineable proven or probable reserves the Company proposes to investigate and explore the possibility of commercial grade of minerals XXX DELETED Claims InfoXXXX...Chucka grid. However, additional work must be completed to establish and confirm that the mineralized values are consistent throughout the tested area through in-fill drilling, trenching, sampling, assaying, metallurgical testing and additional work before proven reserves can be reported. There is no assurance that reserves will be established or that the estimated exploration costs will be sufficient to prove the existence of commercial grade minerals. Costs may vary depending upon unknown events which may impact the exploration and mining of claims
The Company expects to pay the costs of such exploration work from funds to be realized through the exercise of the outstanding "A" and "B" Warrants held by shareholders of the Company, which are exercisable into shares of the Company's Common Stock at $2.50 and $5.00 respectively. Management is also considering raising funds through loans. On August 1, 1997, the Company established a line of credit for $1,000,000 with Phoenix International Mining, Inc.(a principal shareholder), however, at the time of this report this source of funding has been delayed due to unforeseen circumstances beyond Phoenix's control. The Company therefore is considering the exercise of the outstanding Warrants as its best source of raising capital for funding the initial phase of exploration work. On July 29, 1998, the Company notified Class A Warrantholders of an offer to exercise the Class A Warrants at a reduced price for a specific time period, subject to the written approval of each Warrantholder to modify the same. A majority of the Class A Warrantholders did reply and approved a lower exercise price of the Class A Warrant. To date, $14,999 has been raised through the exercise of a small number of Class A Warrants. Management
may also seek to raise capital through a public offering of its securities or joint venture participation from third parties. There is no assurance, however, that the Company will be successful in its efforts to raise capital or how long it may take to raise adequate funds to complete the exploration of the claims. In the event adequate capital is not available to complete the exploration of the claims or if adequate capital is raised but commercial grade of minerals are not established on any of the claims a Shareholder or Warrantholder could
lose his/her entire investment.
Mining, Environment
Offices.
The Company's headquarters and executive offices are located at 528 Fon du Lac Drive, East Peoria, Illinois 61611 and the telephone number is (309) 699-8725. The Company uses approximately 100 square
feet of space at the aforementioned address rent free.
Management Remuneration.
From March 22, 1995 through November 11, 1997, no compensation has been paid or accrued to any Officer or Director to date. The Company entered into a three (3) year employment agreement with Fred R. Schmid as its President/CEO effective November 11, 1997 that requires him to devote at least 80% of his time to the affairs of the Company. Between November 11 through December 31, 1997, Schmid was paid as a consultant to the Company. Under the agreement, Schmid shall be compensated at a base salary of $95,000 for the first year, a base salary of $115,000 for the second year and a base salary of $140,000 for the third year, such salary to be payable in equal monthly installments with an annual cost of living adjustment based upon the percentage of increase in the consumer price index for New York City-Northern New Jersey. As additional consideration for his commitment to render future services to the Company, the Company shall pay Schmid a cash bonus equal to 3% of the Company's Net Pre-Tax Operating Profit, as determined by the Company's independent certified public accountants. For each joint venture arranged by Schmid on behalf of the Company, Schmid shall receive, subject to applicable securities and other laws, an equity ownership of 3% of the Company's equity ownership therein or in such other entity formed by the Company for the purposes of entering into a joint venture. Upon completion of raising the initial $1,000,000 equity (excluding the equity raised through the exercise of the Company's outstanding A and B Warrants) for the Company, the Company will pay the premium necessary (but not to exceed $25,000) per year to (a) purchase a $1,000,000 one-year term life insurance policy on Schmid's life renewable each year thereafter; or (b) apply an amount equal to such premium each year to purchase mutual fund shares or a tax-deferred
annuity in Schmid's name, whichever Schmid may elect. If the agreement is terminated for any reason except cause or the death of Schmid, he will be entitled to receive a lump sum payment equal to the greater of (i) $5,000,000 or (ii) one percent (1%) of the Company's net worth as of the preceding year's end, plus the balance of any salary and bonus owed to Schmid pursuant to the agreement. The Company has no other employment agreements and it has no retirement, pension or profit sharing plan. Along with the retention of its Officers, the Company anticipates adding employees as needed in the future.
Safe Harbor Statement.
Some of the statements contained in this report relate to future events and are considered to be "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. These statements do not involve historical facts and pose special risks and uncertainties. In evaluating these forward-looking statements, you should be mindful of these potential risks and uncertainties, including: the likelihood that the Company will continue to incur losses from operations pending development of its mining properties, and the uncertainly that it will be able to continue as a going concern; the likelihood that the Company will need to obtain significant additional financing in order to develop its properties; the effect of extensive regulatory controls over mining operations; the environmental and other risks associated with mining; the absence of established proven and probable reserves on the Company's mining properties; fluctuations in the price of gold; and other factors that may affect future results. These risks and uncertainties, which may not be complete, are described in greater detail below.
Risk Factors.
1. Exploration Stage Mining Company with No History of Operation. The Company is in its exploration stage, has no operating history and is subject to all the risks inherent in a new business enterprise. The Company does not own an operating mine and has no other revenue- producing mining activities. The likelihood of success of the Company must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with a new business, and the competitive and regulatory environment in which the Company will operate.
2. Securities are Subject to Penny Stock Rules. The Company's shares are "penny stocks" consequently they are subject to Securities and Exchange Commission regulations which impose sales practice requirements upon brokers and dealers to make risk disclosures to customers before effecting any transactions therein.
3. No Commercially Mineable Ore Body. No commercially mineable ore body has been delineated on the properties, nor have any reserves been identified.
4. Risks Inherent in the Mining Industry. The Company is subject
to all of the risks inherent in the mining industry including, without limitation, the following: competition from a large number of companies, many of which are significantly larger than the Company, in
the acquisition, exploration, and development of mining properties; in order to maintain possessory title to Unpatented mining claims after discovery of valuable mineral deposits, the claim holder must pay fees; exploration for minerals is highly speculative and involves substantial risks, even when conducted on properties known to contain significant quantities of mineralization, and most exploration projects do not result in the discovery of commercially Mineable deposits of ore; operations are subject to a variety of existing laws and regulations relating to exploration and development, permitting procedures, safety precautions, property reclamation, employee health and safety, air quality standards, pollution and other environmental protection controls; a large number of factors beyond the control of the Company, including fluctuations in gold, silver, or other mineral prices, inflation, and other economic conditions, will affect the economic feasibility of mining of precious metals, particularly gold and silver; mining activities are subject to substantial operating hazards some of which are not insurable or may not be insured due to economic considerations; the availability of water, which is essential to milling operations; and, interruptions caused by adverse weather conditions.
5. Need for Additional Capital. The ability of the Company to ultimately conclude the exploration of its properties will depend upon its ability to raise additional capital or to enter into arrangements for such purposes with third parties. There can be no assurance that additional financing will not be required sooner than presently projected. There also can be no assurance that additional capital or other types of financing will be available when needed or that, if available, the terms of such financing will be commercially acceptable to the Company.
6. Nature of the Industry. Exploration, development and mining of mineral properties is highly speculative and involves unique and greater risks than are generally associated with other businesses. The Company's operations will be subject to all the operating hazards and risks normally incident to the exploration, development and mining of mineral properties, including risks enumerated above and below.
7. Fluctuating Price for Gold. The Company's operations will be greatly influenced by the price of gold. Gold prices fluctuate widely and are affected by numerous factors beyond the Company's control, including expectations for inflation, the strength of the United States dollar, global and regional demand and political and economic conditions and production costs in major gold producing regions of the world.
8. Unpatented Claims. The Company holds unpatented mining claims, which are possessory only and are held by right of location. These claims are subject to inherent hazards of non-recorded risks. Unpatented mining claims are subject to title hazards, and require payment of fees.
9. Environmental Controls. Compliance with statutory
environmental quality requirements may necessitate significant capital outlays, may materially affect the earning power of the Company, or may cause material changes in the Company's intended activities. No
assurance can be given that environmental standards imposed by either federal or state governments will not be changed or become more stringent, thereby possibly materially adversely affecting the proposed activities of the Company.
10. Governmental Regulation and Environmental Controls. The Company's activities are subject to extensive federal, state, county and local laws and regulations controlling not only the exploration for and development of mineral properties, but also the possible effect of such activities upon the environment. In its mining operations, the Company will use certain equipment which will subject the Company to federal and state safety and health regulations. While the Company intends to act in compliance with all such regulations, any adverse ruling under any regulations, any imposition of a fine, or any imposition of more stringent regulations could require the Company to make additional capital expenditures that could impair its operations. The United State Congress is currently considering changes to the General Mining Laws of 1872. The exact nature and extent of any changes are unknown at this time, but it is anticipated that there may be changes affecting the cost of acquiring patented mining claims and the assessment work required to hold Unpatented claims.
11. No Dividends. The Company has paid no dividends since its inception and does not intend to pay any dividends in the foreseeable future. Instead, the Company intends to retain all earnings, if any, for use in its business operations.
12. Preferred Shares Authorized. Although the Company does not presently intend to issue preferred shares, the holders of preferred shares, if and when issued, would more than likely have rights superior to those of common shareholders. Any issuance of preferred shares would dilute the interest of the common shareholders.
13. Reliance Upon Directors and Officers. The Company is wholly dependent, at the present, upon the personal efforts and abilities of its Officers who will exercise control over the day to day affairs of the Company and upon its Directors, most of whom are engaged in other activities, and will devote limited time to the Company's activities, upon completion of this offering. The President will devote 80% of his time to the operation of the day to day affairs of the Company and the Secretary/Treasurer will devote 25% his time to the operation of the day to day affairs to the Company. There can be no assurance as to the volume of business, if any, which the Company may succeed in obtaining, nor that its proposed operations will prove to be profitable.
14. Issuance of Additional Shares. 4,205,530 shares of Common Stock or 85.3 % of the 50,000,000 authorized shares of Common Stock of the Company remain unissued even if all of the Redeemable Warrants are exercised. The Board of Directors has the power to issue such shares, subject to shareholder approval, in some instances. Although the Company presently has no commitments, contracts or intentions to issue any additional shares to other persons, the Company may in the future attempt to issue shares to acquire equipment or services, or for other corporate purposes. Any additional issuance by the Company following the offering, from its authorized but unissued shares, would have the effect of further diluting the interest of investors in this offering.
Title - Unpatented Claims.
The Company owns or holds unpatented mining claims. The unpatented mining claims are possessory only and are held by right of location. Management believes that all of its unpatented claims are properly staked and recorded, and that it has the right to possession of them, and the right to remove minerals therefrom. Unpatented mining claims require the expenditure of $100 each per year to their benefit. All of the required expenditures and assessment work on the Company's property has been accomplished. The claims have been properly recorded at the Bureau of Land Management, and with the various county recorders, in compliance with federal and state filing requirements.
@@@@
The claims are as follows:
Title of BLM Claim Section
Claim County Location AMC Number Number
Lost Horse Mountain
How Green Was My Valley Township
balance Deleted- LOL...or Revised in 2 Names Above!
ITEM 3. LEGAL PROCEEDINGS.
The Company is not the subject of any pending legal proceedings; and to the knowledge of management, no proceedings are presently contemplated against the Company by any federal, state or local governmental agency.
Further, to the knowledge of management, no director or executive officer is party to any action in which any has an interest adverse to the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company held a shareholders meeting on April 15, 1998. The matters voted upon and passed were 1) The reverse stock split of the 1,033,000,000 issued and outstanding shares of Common Stock on a 1 for 250 basis. 2) The amendment of the Company's certificate of incorporation to decrease the authorized common stock of the company from 3,000,000,000 shares, $0.00001 par value to 50,000,000 shares, $0.0001 par value per share. 3) The amendment of the Company's certificate of incorporation to decrease the authorized preferred stock of the company from 400,000,000 shares, $0.00001 par value to 10,000,000 shares, $0.0001 par value per share.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDERS MATTERS.
(a) Market Information.
The Registrant's securities are traded over-the-counter on the Bulletin Board operated by the National Association of Securities Dealers, Inc. under the symbol WSRI. The table shows the high and low bid of Registrant's Common Stock since September 16, 1998 when the
Registrant's securities began trading.
Quarter Ended BID
1998 High Low
Third Quarter 0.00 0.00
Fourth Quarter 0.00 0.00
(b) Holders.
As of December 31, 1998, there were approximately 145 holders of the Registrant's Common Stock. This number does not include those beneficial owners whose securities are held in street name.
(c) Dividends.
The Registrant has never paid a cash dividend on its Common Stock and has no present intention to declare or pay cash dividends on the Common Stock in the foreseeable future. The Registrant intends to retain any earnings which it may realize in the foreseeable future to finance its operations. Future dividends, if any, will depend on earnings, financing requirements and other factors.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULT OF OPERATIONS.
The Company is considered to be in the development stage as defined in the Statement of Financial Accounting Standards No. 7. There have been no operations since incorporation.
Chucka |
