Our Company was organized pursuant to the laws of the State of Utah on March
3, 1938, under the name “Red Hills Mining Company,” with an authorized
capital of $20,000 divided into 2,000,000 shares of common stock of a par value
of $0.01 per share. Our Company was formed for the primary purpose of conducting
the business of mining in all of its branches.
We are currently seeking potential assets, property or businesses to acquire,
in a business combination, by reorganization, merger or acquisition. We have
had no material business operations since March 7, 1997. Our plan of operation
for the next 12 months is to: (i) consider guidelines of industries in which
we may have an interest; (ii) adopt a business plan regarding engaging in the
business of any selected industry; and (iii) to commence operations through
funding and/or the acquisition or business combination with a “going concern”
engaged in any industry selected. We are unable to predict the time as to when
and if we may actually participate in any specific business endeavor, and we
will be unable to do so until we determine any particular industry in which
we may conduct business operations.
We are not currently engaged in any substantive business activity except the
search for potential assets, property or businesses to acquire, and we have
no current plans to engage in any other activity in the foreseeable future unless
and until we complete any such acquisition. In our present form, we are deemed
to be a “shell company” seeking to acquire or merge with a business
or company. We do not intend to restrict our search for business opportunities
to any particular business or industry, and the areas in which we will seek
out business opportunities may include all lawful businesses. We recognize that
the number of suitable potential business ventures that may be available to
us will be extremely limited, and may be restricted to businesses or entities
that desire to become a publicly-held company while avoiding what many may deem
to be the adverse factors related to an initial public offering (“IPO”)
as a method of “going public.” The most prevalent of these factors
include the substantial time requirements, legal and accounting costs, the inability
to obtain an underwriter who is willing to publicly offer and sell securities
on behalf of the particular entity, the lack of or the inability to obtain the
required financial statements for such an undertaking, state limitations on
the amount of dilution to public investors in comparison to the stockholders
of any such entity, along with other conditions or requirements imposed by various
federal and state securities laws, rules and regulations and federal and state
agencies that implement them.
Management intends to consider a number of factors prior to making any decision
to participate in any specific business endeavor, none of which may be determinative
or provide any assurance of success. These may include, but will not be limited
to, as applicable, an analysis of the quality of the particular business or
entity’s management and personnel; the anticipated acceptability of any
new products or marketing concepts that any such business or company may have;
the merits of any such business’s or company’s technology or intellectual
property; the present financial condition, projected growth potential and available
technical, financial and managerial resources; working capital, history of operations
and future prospects; the nature of present and expected competition; the quality
and experience of any such business’s or company’s management services
and the depth of management; the business’ or the company’s potential
for further research, development or exploration; risk factors specifically
related to the business’s or company’s operations; the potential
for growth, expansion and profit; the perceived public recognition or acceptance
of products, or services offered and trademarks and name identification; and
numerous other factors that are difficult, if not impossible, to properly or
accurately quantify or analyze, let alone describe or identify, without referring
to specific objective criteria of an identified business or company.
Our management will attempt to meet personally with management and key personnel
of any entity providing a potential business opportunity for us, visit and inspect
material facilities, obtain independent analysis or verification of information
provided and gathered, check references of material personnel and conduct other
reasonably prudent measures calculated to ensure a reasonably thorough review
of any particular business opportunity; however, due to time constraints of
management and limited capital, these activities may be limited.
We are unable to predict the time as to when and if we may actually participate
in any specific business endeavor or if at all. We anticipate that proposed
business ventures will be made available to us through personal contacts of
directors, executive officers and principal stockholders, professional advisors,
broker dealers in securities, venture capital personnel and others who may present
unsolicited proposals. In certain cases, we may agree to pay a finder’s
fee or to otherwise compensate the persons who submit a potential business endeavor
in which we eventually participate.
Although we currently have no plans to do so, depending on the nature and extent
of services rendered, we may compensate members of our management in the future
for services that they may perform for us. Because we currently have extremely
limited resources, and we are unlikely to have any significant resources until
we have determined a business or enterprise to engage in or have completed a
business combination, management expects that any such compensation would take
the form of an issuance of shares of our common stock to these persons; this
would have the effect of further diluting the holdings of our other stockholders.