-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CXdJvofS9Mj6kAVu/QJZoCvQc57jbMRyx6pyFGeGthdaknWocqyMveVViAhwzpVJ FyyIbM7r9zIrZFEEndkyxg== 0000950147-97-000233.txt : 19970416 0000950147-97-000233.hdr.sgml : 19970416 ACCESSION NUMBER: 0000950147-97-000233 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19970415 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRONUS CORP CENTRAL INDEX KEY: 0000317810 STANDARD INDUSTRIAL CLASSIFICATION: SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS [2840] IRS NUMBER: 363880744 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-09297 FILM NUMBER: 97580702 BUSINESS ADDRESS: STREET 1: 660 SOUTH FREEMAN ROAD CITY: TUCSON STATE: AZ ZIP: 85748 BUSINESS PHONE: 5207514585 MAIL ADDRESS: STREET 1: 660 SOUTH FREEMAN ROAD CITY: TUCSON STATE: AZ ZIP: 85748 FORMER COMPANY: FORMER CONFORMED NAME: THUNDERSTONE GROUP INC DATE OF NAME CHANGE: 19951219 FORMER COMPANY: FORMER CONFORMED NAME: DIVERSIFIED AMERICAN INDUSTRIES INC DATE OF NAME CHANGE: 19951116 10QSB 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended September 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File No. 0-9297 CRONUS CORPORATION NEVADA 36-3880744 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 7660 E. BROADWAY #210, TUCSON, ARIZONA 85710 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (520) 885-1220 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.[X] Yes[ ] No Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. __Class__ Outstanding as of March 31, 1997 $.001 PAR VALUE 11,453,106 SHARES COMMON STOCK DOCUMENTS INCORPORATED BY REFERENCE: 1. Reorganization Stock Exchange Agreement with Perimeter Bicycling Association of America, Inc. 8-K November 30, 1995. 2. Reorganization Stock Exchange Agreement with Amateur Golf Association of America, Inc. 8-K November 30, 1995. 3. Reorganization Stock Exchange Agreement with TGI Inc. 8-K December 13, 1995. 4. Purchase Agreement with Black Diamond Mining Corporation. 8-K May 23, 1996. 5. Reorganization Agreement with Black Diamond Mining Corporation. 8-K July 31, 1996. 6. Asset Purchase Agreement with El Tour de Tucson, Inc. 8-K July 31, 1996. 7. Termination of Reorganization Agreement with Black Diamond Mining Corporation. 8-K December 20, 1996. 8. Audited Financial Statements for the years ended December 31, 1995 and 1994, dated March 28, 1997. 10- KSB April 2, 1997. PART 1 ITEM 1. Financial Statements J. Dennis Bartlett, P.C. Certified Public Accountant 2421 E. 6th Street Tucson, Arizona 85716 Cronus Corporation Tucson, Arizona I have compiled the accompanying balance sheet of Cronus Corporation as of September 30, 1996 and the related Profit and Loss statement for the three and nine months then ended, in accordance with standards established by the American Institute of Certified Public Accountants. A compilation is limited to presenting in the form of financial statements information that is the representation of management. I have not audited or reviewed the accompanying financial statements and, accordingly, do not express an opinion or any other form of assurance on them. Management has elected to omit substantially all of the disclosures and the statement of cash flows required by generally accepted accounting principles. If the omitted disclosures and statement of cash flows were included with the financial statements, they might influence the user's conclusions about the Company's financial position, results of operations, and cash flows. Accordingly, these financial statements are not designed for those who are not informed about such matters. /s/ J. Dennis Bartlett, P.C. September 30, 1996 J. Dennis Bartlett, P.C. Certified Public Accountant 2421 E. 6th Street Tucson, Arizona 85716 We hereby consent to the inclusion of our report dated September 30, 1996, in the quarter report of Cronus Corporation on Form 10-QSB for the period ended September 30, 1996. /s/ J. Dennis Bartlett, P.C. Tucson, Arizona September 30, 1996 CRONUS CORPORATION BALANCE SHEET AS OF SEPTEMBER 30, 1996 ASSETS Current Assets Checking/Savings Cash Bank of America 14,382.51 Checking-JR 170.66 Total Cash 14,553.17 Total Checking/Savings 14,553.17 Other Current Assets Prepaid comp 2,000.00 Total Other Current Assets 2,000.00 Total Current Assets 16,553.17 Fixed Assets Fixed Assets Computer Equipment 3,071.00 Total Fixed Assets 3,071.00 Total Fixed Assets 3,071.00 Other Assets Investments Mining Claims 109,466.59 PBAA 51,000.00 Total Investments 160,466.59 Security deposits 700.00 Total Other Assets 161,166.59 TOTAL ASSETS 180,790.76 LIABILITIES & EQUITY Liabilities Current Liabilities Other Current Liabilities Accrued expenses Accrued comp 29,166.00 Total Accrued expenses 29,166.00 Liab not discharged ... 2,930,134.00 Total Other Current Li... 2,959,300.00 Total Current Liabilities 2,959,300.00 Long Term Liabilities Loans payable Kalav Loan 267,400.00 Karten Loan 35,327.52 Sherlock Loan - 1 2,850.00 Sherlock Loan - 2 3,550.00 Sherlock Loan - 3 5,500.00 Sherlock Loan - 4 3,100.00 Sherlock Loan - 5 5,500.00 Total Loans payable 323,227.52 Total Long Term Liabilities 323,227.52 Total Liabilities 3,282,527.52 Equity Net Income -212,752.76 Stockholders' Equity(Def) Capital Stock 11,390.00 Paid in capital(deficit) 156,215.00 Retained Earnings -3,053,225.00 Total Stockholders' Equity -2,885,620.00 Treasury Stock -3,364.00 Total Equity -3,101,736.76 TOTAL LIABILITIES & EQUITY 180,790.76 CRONUS CORPORATION PROFIT AND LOSS JANUARY THROUGH SEPTEMBER 1996 Jul - Sep '96 Jan - Sep '96 Ordinary Income/Expense Expense Bank Service Charges 0.00 109.60 Fees 552.00 5,508.96 Marketing 94.00 1,160.44 Office 100.00 100.00 Postage and Delivery 13.00 13.00 Professional Fees Accounting 7,529.00 22,529.00 Consultants 7,456.67 162,706.67 Legal Fees -1,793.67 23,206.33 Total Professiional 13,192.00 208,442.00 Promotion 0.00 13.90 Supplies Office 441.87 518.86 Total Supplies 441.87 518.86 Travel & Ent Travel 0.00 0.00 Total Travel &... 0.00 0.00 Total Expense 14,392.87 215,866.76 Net Ordinary Income -14,392.87 -215,866.76 Other Income/Expense Other Income Gain on sale 350.00 3,464.00 Total Other Income 350.00 3,464.00 Other Expense Other Expenses 0.00 350.00 Voided Check 0.00 0.00 Total Other Expense 0.00 350.00 Net Other Income 350.00 3,114.00 Net Income -14,042.87 -212,752.76 Please see Audited Financial Statements and Notes for the years ended December 31, 1995 and 1994, dated March 28, 1997, filed as an exhibit to the Company's 1995 10- KSB on April 2, 1997. ITEM 2. Management's Discussion and Analysis or Plan of Operation. The Company had no operational history from 1988, and from December 1995 has had limited operations, consisting primarily of acquiring assets via mergers. All risks inherent in new and inexperienced enterprises are inherent in the Company's business. Based on current economic and regulatory conditions, management believed that it is possible, if not probable, for a company like the Company, without significant assets and liabilities, to negotiate a merger or acquisition with a viable private company. The opportunity arises principally because of the high legal and accounting fees and the length of time associated with the registration process of "going public". The Company was incorporated as TR-3 Industries, Inc. in 1979. Together with its subsidiary, TR-3 Chemical Corporation, TR-3 Industries was involved in the manufacture and sale of TR-3 Resin Glaze, a cleanser and polisher for automobiles. The products were sold internationally through mass marketing distributors. TR-3 Industries, Inc. filed a registration statement on Form 10 with the Securities and Exchange Commission for the purpose of registering its common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Act"). Such registration was filed on June 23, 1980. In 1982, TR-3 Industries, Inc. and its wholly owned subsidiary TR-3 Chemical Corporation, filed a Chapter 11 proceeding in the U.S. Bankruptcy Court, Central District of California, Docket Number SA82-3767. The case was converted to a proceeding under Chapter 7 of the Bankruptcy Code in January, 1986. The proceedings were concluded and the bankruptcy case was closed pursuant to an order issued by the U.S. Bankruptcy Court on June 11, 1992. In connection therewith, the assets of TR-3 Industries and TR-3 Chemical Corporation were liquidated and applied to satisfy liabilities to the extent of available assets. Because liabilities of a corporation cannot be discharged pursuant to a Chapter 7 proceeding, the unsatisfied liabilities of TR-3 Industries, Inc. and TR-3 Chemical Corporation remained outstanding after the closing of the Chapter 7 bankruptcy case. The unsatisfied liabilities of TR-3 Industries, Inc. and TR-3 Chemical Corporation may have been assumed by the Company, as successor to TR-3 Industries, Inc. Current management of the Company only has limited information regarding the amount and nature of unsatisfied liabilities of TR-3 Industries Inc. and TR- 3 Chemical Corporation, and is unable to quantify the amount of such unsatisfied liabilities that may now constitute liabilities of the Company. However, management of the Company notes that the liabilities of TR-3 Industries, Inc. and TR-3 Chemical Corporation, as scheduled in their Chapter 11 reorganization petition, amounted to approximately $4,500,000 of secured and unsecured debt, held by 248 holders, and various unquantified contingent liabilities, including ten pending lawsuits, and that, as set forth in the final accounting of the Chapter 7 case, the assets of TR-3 Industries, Inc. and TR-3 Chemical Corporation were applied to satisfy approximately $30,000 of such debt. TR-3 Chemical Corporation was suspended under California law on July 2, 1984. On June 14, 1995, the Company changed its name to Diversified American Industries, Inc. On November 13, 1995 the Company changed its name to Thunderstone Group Inc. On November 30, 1995 all of the outstanding stock of the Amateur Golf Association of America, Inc. ("AGAA"), a company involved in promoting and staging amateur golf tournaments, was acquired by the Company through a reorganization stock exchange agreement. The assets of AGAA included franchise rights, trademarks, tournament rights, capital assets and membership list. The Shareholders of AGAA were issued 614,000 shares of the Company's Common Stock in exchange for 100% of AGAA's outstanding stock. On December 5, 1995 all of the outstanding stock of the Perimeter Bicycling Association of America, Inc. ("PBAA"), a company involved in international bicycle event promoting, staging and publications, was acquired by the Company through a reorganization stock exchange agreement. The assets of PBAA included the rights to four bicycling events, a monthly and annual publication, capital assets and membership list. The principal shareholders of PBAA were issued 750,000 shares of the Company's Common Stock in exchange for 100% of PBAA's outstanding stock. On December 13, 1995 all of the outstanding stock of TGI Inc. ("TGII"), a niche marketing company providing goods and services in the entertainment industry, was acquired through a reorganization stock exchange agreement. TGII held various video, radio and recording assets. The shareholders of TGII were issued a total of 2,000,000 shares of the Company's Common Stock in exchange for 100% of TGII's outstanding stock. On February 27, 1996 the Company sold all of the stock of both AGAA and TGII, to Applied Logic Inc., pursuant to an Assignment and Release Agreement, in exchange for 3,114,000 shares of the Company's Common Stock. Such 3,114,000 shares of Common stock consisted of (i) the 614,000 shares previously issued to the former shareholders of AGAA, (ii) 2,000,000 shares previously issued to the former shareholders of TGII, and (iii) 500,000 shares previously issued in payment of consulting fees in connection with the original acquisition of TGII, all of which were transferred by the holders thereof to Applied Logic, Inc., and then by Applied Logic, Inc. to the Company, pursuant to the Assignment and Release Agreement. Also pursuant to the agreement, Applied Logic, Inc. issued shares of its common stock to the former shareholders of AGAA and TGII. In addition, AGAA, TGII and their former shareholders agreed to release the Company from all liabilities the Company might have to any of them in connection with the matters arising prior to the date of the Assignment and Release Agreement, and the Company agreed to release AGAA, TGII and their former shareholders from all liability any of them might have to the Company in connection with matters arising prior to the date of such agreement. Pursuant to such agreement, the Company received a note for $500,000.00 and 500,000 shares of Applied Logic, Inc. common stock for those assets. On March 4, 1996, the Company changed its name to Cronus Corporation. On March 31, 1996 the Company entered into an agreement with the Black Diamond Mining Corporation to purchase the Lelan-Dividend Mine Group assets. The Company agreed to issue 2,250,000 shares of its Common Stock for the purchase of the Lelan-Dividend Mine Group assets owned by Black Diamond Mining Corporation. Subsequently, while waiting for the appraisal and audited financial statements, a new agreement was negotiated. The new agreement consisted of a Reorganization and Stock Exchange Agreement between Cronus Corporation and Black Diamond Mining Corporation which was signed May 23, 1996. While this agreement was in effect, the parties formulated a second reorganization agreement on July 8, 1996 in the form of a reverse triangular merger for tax purposes. Pursuant to the merger agreement, the shareholders of Black Diamond Mining Corporation's sole shareholder were to have acquired shares of the Company's Common Stock constituting 80% of the outstanding Common Stock of the Company.. On July 19, 1996 PBAA, then a wholly owned subsidiary of Cronus Corporation, sold substantially all of its assets, other than shares of the Company's Common Stock held by PBAA, to EI Tour De Tucson, Inc., a Arizona non-profit corporation, as provided for in an Asset Purchase Agreement. As consideration for such sale, El Tour de Tucson, Inc. assumed PBAA's outstanding obligations. On August 7, 1996, Perimeter Bicycling Association of America, Inc. changed its name to Sunorc, Inc. On December 11, 1996, the Company and Black Diamond Mining Corporation agreed to terminate the reorganization Agreement, due to questions that had arisen regarding the appraisals of the Leland-Dividend Mine Group assets. Subsequently, share certificates previously delivered to Black Diamond Mining Corporation's shareholders pending closing of the merger were returned to the Company and certain affiliates of Black Diamond Mining Corporation transferred their interests in certain mining claims to the Company as consideration for certain testing and development expenditures made by the Company in connection with the Leland-Dividend mine Group assets. The mining claims transferred to the Company consist of the Black Diamond Lode Mining Claims and Gila Gold Placer Claims. TITLE TO MINING PROPERTIES Cronus Corporation's only significant assets as of March 15, 1997, consists of its possessory interest in the Black Diamond group of mining claims and the Gila Gold Placer mining claims, all of which consist of unpatented mining claims. The validity of all unpatented mining claims is dependent upon various inherent uncertainties and conditions that may prevent a fee title in the usual sense from existing or vesting. Unpatented mining claims, when properly is located, staked and posted according to regulation, give the claimant possessory right only. Possessory title to an unpatented claim, when validly initiated, endures unless lost through abandonment or through a forfeiture which results from an adverse location made while the prior location is in default with respect to the performance of annual assessment work. Because many of these factors involve findings of fact, title validity cannot be determined solely from an examination of the record. The continued validity of the Black Diamond and Gila unpatended mining claims is subject to many contingencies, including the available of land for the location at the time location is made, the making of valid mineral discoveries within the boundary of each claim, the compliance with all regulations, both state and federal, for locating claims, and the performance of annual assessment work which is currently in the amount of $100.00 per claim. Failing satisfaction of the requirements, the claims are subject to cancellation by the United States upon finding of no valid discovery and, perhaps, upon failure to perform annual assessment work. Failure to perform annual assessment work subjects the claimant to the risk of forfeiture of rights through valid subsequent locations by others or through cancellation by the government agency involved. In addition, the Company acquired its possessory interests in the Black Diamond and Gila Gold Placer claims through quit-claim deeds. Pursuant to a quit- claim deed, the transfer of an interest in property transfers whatever right, title and interest it may have in and to the property without representation or warranty as the extent of such right, title and interest or as to the absence of adverse claims. Thus, the Company's claims is dependent upon the validity, extent and quality of the transferor's right, title and interest in and to such claims. The Company does not have any information regarding the nature of its transferor's right, title and interest in and to the Black Diamond and Gila Gold Placer claims, nor has the Company received any warranties of title, title opinions or policies of title insurance. As a result, the legal status of the Company's right, title and interest, if any, in and to these claims is currently uncertain. Plan of Operation. In 1997, Cronus Corporation intends to asses the feasibility of potential future mining projects, involving (1) its Gila Gold Placer mining claims, (2) its Black Diamond group of claims, and (3) other possible projects. The steps the Company intends to take to assess the feasibility of these projects is described below. 1. Gila Association Placer Mine Project. Gila Gold Placer Project: The Company plans to verify and confirm the existence, extend and grade of placer gold located at the Gila Gold Placer claims. First, it intends to asses the presence and tenor of placer gold as described in engineering reports of past exploration efforts. Next, the Company will analyze the economic viability of such deposit by determining optimal production rate and stripping-sorting ratios, defining a mining and reclamation technique, generating a flow sheet, and isolating processing, mining, capital, reclamation and general overhead cost factors. The Company plans to conduct a seismic survey consisting of a 5-line, 25 feet spacing, 9000 lineal foot, segmented survey. This survey will be complimented with computer enhanced calculations, storage, retrieval and printout capabilities. This survey will provide definitions of the alluvial-bedrock contact. From this information, cross-sectional views will be generated to define ore reserve volume, assist in mine planning and describe mining technique. The Company also plans to conduct a bulk sampling, intended to ascertain the following: value recoverable per cubic yard, concentrating ratio, concentrating technique, and general ground conditions and boulder contact, nature of interbeds, slope stability, reject swell and nature of backfill material. The accumulation of data from this sampling project will provide the baseline to confirm ore reserves and feasibility of the mining project. 2. Black Diamond Mining Project. Black Diamond Project: The Company intends to evaluate the Black Diamond mining claims as follows. First, the Company plans to gather data from Exxon Corporation regarding past exploration work performed by Humble Oil. Next, it intends to assess other geological, geophysical and geochemical data gathered on the subject property. Finally, it will formulate a development plan and seek a possible joint venture partner. There is considerable competition for mining prospects on federal lands. Costs of exploration, testing and mining, milling, transportation, labor and other costs have risen dramatically. These costs would be a factor in determining whether the discovery of minerals, if any, would be commercial or not, and could render a discovery unprofitable, even if made. Commencing in 1972, various federal, state and local environmental laws and regulations began to have a significant impact on the mining industry in Arizona, where the Black Diamond and Gila Gold Placer properties are located, and elsewhere in the Western States. In addition to the uncertainty surrounding the eventual development of commercial mineralization on the Company's properties, the success of any mining operation which might be conducted is dependent upon the price of minerals on the domestic and world markets, which is subject to fluctuations, in part as a result of actions by central banks and government policies. PART II ITEM 1. Legal Proceedings. Cronus, d.b.a. TR-3Industries, Inc. was in Chapter 7 bankruptcy from 1982 through 1991. The Company had no operations and substantially no assets or liabilities through November 1995. During 1997, legal counsel informed management that liabilities previously believed to be discharged in bankruptcy had not been discharged. These liabilities relate to the operations of the Company prior to 1982. The Company has recorded a correction of an error in the accompanying financial statements and, accordingly has restated retained earnings (accumulated deficit) at December 31, 1993. The adjustment had no effect on net income, net income after taxes, or earnings per share for the years ended December 31, 1995, 1994 or 1993. Management is currently investigating the possibility of the expiration of the statute of limitations relating to these liabilities; however, the full amount of the undischarged debts have been included in current liabilities in the accompanying balance sheet. The Company is subject to a number of lawsuits and claims (some of which involve substantial amounts) arising out of the conduct of its business prior to 1982. Although the Company does not currently possess sufficient information to reasonably estimate the amounts of liabilities to be recorded, they may be significant to the results of operations. ITEM 2. Changes in Securities. None ITEM 3. Defaults Upon Senior Securities. None ITEM 4. Submission of Matters to a Vote of Security Holders. None ITEM 5. Other Information None ITEM 6. Exhibits and Reports on Form 8-K. During the third quarter of 1996 ending on September 31, 1996, one reports on form 8-K was filed, July 31, 1996. The 8-K report contained the following Items: Item 1. Changes in Control of Registrant. Item 2. Acquisition or Disposition of Assets. Item 5. Other Events. Item 7. Financial Statements and Exhibits. SIGNATURES Pursuant to the requirements 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. CRONUS CORPORATION DATE: April 15, 1997 By: __/s/_______________ Jonathan Roberts, President and Director -----END PRIVACY-ENHANCED MESSAGE-----