Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Registration of Securities of a Small-Business 20 75K
Issuer
2: EX-3.1 Articles of Incorporation/Organization or By-Laws 4± 16K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws 1 8K
4: EX-3.3 Articles of Incorporation/Organization or By-Laws 3± 11K
5: EX-3.4 Articles of Incorporation/Organization or By-Laws 17± 64K
6: EX-27 Financial Data Schedule (Pre-XBRL) 1 7K
10SB12G — Registration of Securities of a Small-Business Issuer
Document Table of Contents
Securities and Exchange Commission
Washington, D. C. 20549
_______________
Form 10-SB
______________
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or 12(g) of the Securities Exchange Act of 1934
AURORA CORPORATION
(Name of registrant in its charter)
NEVADA 88-0422242
(State of incorporation) (I. R. S. Employer Identification No.)
655 EAST 4500 SOUTH, SUITE 170
SALT LAKE CITY, UTAH 84107
(801) 268-8844
(Address and telephone number of principal executive offices and principle
place of business)
________________
Securities registered pursuant to Section 12(b) of the Act:
None
________________
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001
Title of each class
Table of Contents
Description of Business..................................................3
Management's Discussion and Analysis or Plan of Operation................6
Properties. .............................................................6
Security Ownership of Certain Beneficial Owners and Management...........6
Directors and Executive Officers.........................................7
Executive Compensation ..................................................8
Certain Relationships and Related Transactions ..........................8
Legal Proceedings........................................................8
Market Price for Common Equity and Related Stockholder Matters...........8
Recent Sales of Unregistered Securities..................................9
Description of Securities................................................9
Indemnification of Directors and Officers................................9
Financial Statements....................................................10
Changes In and Disagreements With Accountants on Accounting
and Financial Disclosure..............................................10
Financial Statements and Exhibits.......................................10
2
FORWARD LOOKING STATEMENTS
In this registration statement references to "Aurora," "we," "us," and
"our" refer to Aurora Corporation.
This Form 10-SB contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. For this
purpose any statements contained in this Form 10-SB that are not statements of
historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements. These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within
Aurora's control. These factors include but are not limited to economic
conditions generally and in the industries in which Aurora may participate;
competition within Aurora's chosen industry, including competition from much
larger competitors; technological advances and failure by Aurora to
successfully develop business relationships.
DESCRIPTION OF BUSINESS
Business Development
Aurora Corporation was originally incorporated in the state of Oregon on
April 2, 1986 as Hystar Aerospace Marketing Corporation of Oregon (the "Hystar
Oregon") and was a wholly owned subsidiary of Nautilus Entertainment, Inc., a
Nevada corporation. Hystar Oregon was formed to lease, sell and market the
Hystar airship and the Burket Mill, a waste milling device. However, the
venture was found to be cost prohibitive and Hystar Oregon ceased such
activities in 1986. Hystar Oregon did not engage in any further commercial
operations. On May 26, 1999 Hystar Oregon changed its name to Aurora
Corporation. On March 31, 1999 Aurora's wholly owned subsidiary, Clover
Crest, Inc., was incorporated in the state of Nevada. Clover Crest, Inc.,
changed its name to Echo Services, Inc. in May of 1999. Aurora merged with
such wholly owned subsidiary on July 30, 1999 solely to change its domicile
from Oregon to Nevada. Aurora does not have active business operations and
remains a subsidiary of Nautilus Entertainment, Inc., now called VIP Worldnet,
Inc.
Our Plan
Our business plan is to seek, investigate, and, if warranted, acquire an
interest in a business opportunity. Our acquisition of a business opportunity
may be made by merger, exchange of stock, or otherwise. We have very limited
sources of capital, and we probably will only be able to take advantage of one
business opportunity. At the present time we have not identified any business
opportunity that we plan to pursue, nor have we reached any agreement or
definitive understanding with any person concerning an acquisition.
Our search for a business opportunity will not be limited to any
particular geographical area or industry. Our management has unrestricted
discretion in seeking and participating in a business opportunity, subject to
the availability of such opportunities, economic conditions and other factors.
Our management believes that companies who desire a public market to enhance
liquidity for current shareholders, plan to raise capital through the public
sale of securities or plan to acquire additional assets through issuance of
securities rather than for cash will be potential merger or acquisition
candidates.
The selection of a business opportunity in which to participate is
complex and extremely risky and will be made by management in the exercise of
its business judgement. There is no assurance that we will be able to
identify and acquire any business opportunity which will ultimately prove to
be beneficial to us and our shareholders.
Our activities are subject to several significant risks which arise
primarily as a result of the fact that we have no specific business and may
acquire or participate in a business opportunity based on the decision of
management which will, in all probability, act without consent, vote, or
approval of our shareholders.
3
Investigation and Selection of Business Opportunities
A decision to participate in a specific business opportunity may be made
upon our management's analysis of the quality of the other company's
management and personnel, the anticipated acceptability of new products or
marketing concept, the merit of technological changes, the perceived benefit
that 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, we anticipate 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. We 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.
Our management will analyze the business opportunities, however, none of
our management are professional business analysts (See "Directors and
Executive Officers," below). Our management might hire an outside consultant
to assist in the investigation and selection of business opportunities. Since
our 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. We
have not established the criteria to be used in selecting such consultants or
advisors, the service to be provided, the term of service, or the total amount
of fees that may be paid. However, because of our limited resources, it is
likely that any such fee we agree to pay would be paid in stock and not in
cash.
In our analysis of a business opportunity we anticipate that we 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) Our perception of how any particular business opportunity will be
received by the investment community and by our 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 our
securities to qualify for listing on a exchange or on a national automated
securities quotation system, such as NASDAQ.
(4) Capital requirements and anticipated availability of required
funds, to be provided by us 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
prospect that are scheduled for recruitment;
(8) The cost of our participation 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.
4
No one of the factors described above will be controlling in the
selection of a business opportunity. 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. Thus, the task of comparative investigation and
analysis of such business opportunities will be extremely difficult and
complex. Potential investors must recognize that, because of our limited
capital available for investigation and management's limited experience in
business analysis, we may not discover or adequately evaluate adverse facts
about the opportunity to be acquired.
Form of Acquisition
We cannot predict the manner in which we may participate in a business
opportunity. Specific business opportunities will be reviewed as well as the
respective needs and desires of us and the promoters of the opportunity. The
legal structure or method deemed by management to be suitable will be selected
based upon our review and our relative negotiating strength. Such structure
may include, but is not limited to, leases, purchase and sale agreements,
licenses, joint ventures and other contractual arrangements. We may act
directly or indirectly through an interest in a partnership, corporation or
other form of organization. We may be required to merge, consolidate or
reorganize with other corporations or forms of business organization. In
addition, our present management and stockholders most likely will not have
control of a majority of our voting shares following a merger or
reorganization transaction. As part of such a transaction, our existing
directors may resign and new directors may be appointed without any vote by
our stockholders.
Competition
We expect to encounter substantial competition in our effort to locate
attractive opportunities. Business development companies, venture capital
partnerships and corporations, ventures capital affiliates of large industrial
and financial companies, small investment companies, and wealthy individuals
will be our primary competition. Many of these entities will have
significantly greater experience, resources and managerial capabilities than
we do and will be in a better position than us to obtain access to attractive
business opportunities. We also will experience competition from other public
"blind pool" companies, many of which may have more funds available.
Employees
We currently have no employees. Our management expects to confer with
consultants, attorneys and accountants as necessary. We do not anticipate a
need to engage any full-time employees so long as we are seeking and
evaluating business opportunities. We will determine the need for employees
based upon the specific business opportunity.
Reports to Security Holders
Aurora has voluntarily elected to file this Form 10-SB registration
statement in order to become a reporting company under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Following the effective date of
this registration statement, we will be required to comply with the reporting
requirements of the Exchange Act. We will file annual, quarterly and other
reports with the Securities and Exchange Commission ("SEC"). We also will be
subject to the proxy solicitation requirements of the Exchange Act and,
accordingly, will furnish an annual report with audited financial statements
to our stockholders.
Available Information
Copies of this Registration Statement may be inspected, without charge,
at the SEC's Public Reference Room at 450 Fifth Street N.W., Washington, D.C.
20549 and at the Denver Regional offices of the SEC located at 1801 California
Street, Suite 4800, Denver, Colorado 80202. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0300. Copies of this material also should be available through the
Internet by using the SEC's EDGAR Archive, which is located at
http://www.sec.gov.
5
MANAGEMENTS' DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operation
We have no assets and have experienced losses from inception. As of March
31, 1999 we have no cash on hand and as of that date, we had no outstanding
liabilities. We have no material commitments for capital expenditures for the
next twelve months.
As of the date of this Form 10-SB, we have yet to generate positive cash
flow. Since inception, we have primarily financed our operations through the
sale of our common stock.
We believe that our current cash needs can be met by loans from our
directors, officers and shareholders for at least the next twelve months.
However, if we obtain a business opportunity, it may be necessary to raise
additional capital. This may be accomplished by selling our common stock.
Our management intends to actively seek business opportunities during the
next twelve months.
Year 2000 Compliance
We have completed a review of our computer systems and operations to
determine the extent to which our business will be vulnerable to potential
errors and failures as a result of the "Year 2000" problem. Year 2000 errors
could result in system failures or miscalculations, causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices, provide services or engage in similar activities.
In a worse case scenario these failures, miscalculations and disruptions could
temporarily shut down or impede our operations, if any.
We have concluded, based on our review of our computer systems, that our
significant computer programs and operations will not be materially affected
by the Year 2000 problem. However, there can be no assurance that the systems
of other companies with which we may do business will be in compliance and
this may have a material adverse effect on our operations.
PROPERTIES
We do not currently own or lease any property. We utilize office space
in the office of our President, Donald R. Mayer, at no cost. Until we pursue
a viable business opportunity and recognize income, we will not seek
independent office space.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of August 16, 1999, the beneficial
ownership of our outstanding common stock of; (i) each person or group known
by us to own beneficially more than 5% of our outstanding common stock, (ii)
each of our executive officers, (iii) each of our director's and (iv) all
executive officers and directors as a group. Beneficial ownership is
determined in accordance with the rules of the SEC and generally includes
voting or investment power with respect to securities. Except as indicated by
footnote, the persons named in the table above have sole voting power and
investment power with respect to all shares of common stock shown as
beneficially owned by them. The percentage of beneficial ownership is based
on 17,100,000 shares of common stock outstanding as of August 16, 1999.
6
CERTAIN BENEFICIAL OWNERS
Common Stock Beneficially Owned
------------------------------
Name and Address of Number of Shares of
Beneficial Owners Common Stock Percentage of Class
----------------------------- ------------------- --------------------
VIP Worldnet, Inc. 15,014,500 <F1> 87.8%
154 E. Ford Avenue
Salt Lake City, Utah 84124
MANAGEMENT
Common Stock Beneficially Owned
--------------------------------
Name and Address of Number of Shares of
Beneficial Owners Common Stock Percentage of Class
--------------------------- -------------------- -------------------
Donald R. Mayer 280,000 1.6%
655 East 4500 South, Suite 170
Salt Lake City, Utah 84107
Mark S. Clayton 50,000 *
650 East 4500 South, Suite 170
Salt Lake City, Utah 84107
All executive officers and
directors as a group 330,000 1.9%
*Less than 1%
DIRECTORS AND EXECUTIVE OFFICERS
Our executive officers and directors and their respective ages, positions
and term of office are set forth below. Biographical information for each of
those persons is also presented below. Our bylaws require two directors who
serve for terms of one year and our executive officers are chosen by our Board
of Directors and serve at its discretion. There are no existing family
relationships between or among any of our executive officers or directors.
Name Age Position Held Director or Officer Since
--------------------- ---- ---------------------- -------------------------
Donald R. Mayer 60 President, Director July 17, 1999
Mark S. Clayton 41 Secretary/Treasurer,
Director July 17, 1999
Donald R. Mayer. Mr. Mayer is the President and a director of Universal
Business Insurance. He has worked in the insurance industry for over 17
years, specializing in the motel/hotel industry. He graduated from the
University of Utah, located in Salt Lake City, Utah, with a B.A in accounting
in 1971.
Mark S. Clayton Mr. Clayton is the owner and President of Fitness Equipment
Source which wholesales exercise equipment. He has been involved in that
business for the past seven years. He graduated from the University of Utah,
located in Salt Lake City, Utah, in 1980 with a B.S in business management.
----------------------------
<F1> VIP Worldnet, Inc. holds 15,000,000 shares and its directors and officers
beneficially own the following shares of common stock: Joanne Clinger,
President, 8,500 and Wayne Reichman, Secretary, 6,000.
7
EXECUTIVE COMPENSATION
None of our named executive officers received any cash compensation,
bonuses, stock appreciation rights, long term compensation, stock awards or
long-term incentive rights from us during the past three fiscal years. We
have not entered into employment contracts with our executive officers and
their compensation is determined at the discretion of our Board of Directors.
In July of 1999, Messrs. Mayer and Clayton each received 50,000 common
shares valued at $5,000 as an inducement to serve as an officer and director.
Compensation of Directors
We do not have any standard arrangement for compensation of our directors
for any services provided as director, including services for committee
participation or for special assignments.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following information summarizes certain transactions either we
engaged in during the past two years or we propose to engage in involving our
executive officers, directors, 5% stockholders or immediate family members of
such persons.
In April of 1986, Hystar Oregon purchased the marketing rights to the
Hystar Airship and the Burket Mill from Nautilus Entertainment, Inc. for
17,000,000 shares of our common stock valued at $17,000.
Our President, Donald R. Mayer, and our Secretary/Treasurer, Mark S.
Clayton, each received 50,000 common shares valued at $5,000 as an inducement
to serve as an officer and director.
Parent Company
VIP Worldnet, Inc. is our parent company and beneficially owns 15,014,500
shares of our common stock. Such shares represent 87.8% of our issued and
outstanding shares.
LEGAL PROCEEDINGS
We are not a party to any proceedings or threatened proceedings as of the
date of this filing.
MARKET PRICE FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
Our common stock is listed on the OTC NASDAQ Electronic Bulletin Board
under the symbol "AROR". We have had no market activity in our stock as of
this filing. We have approximately 81 stockholders of record holding
17,100,000 common shares as of August 16, 1999. 1,753,500 are free trading
and the balance are restricted stock as that term is defined in Rule 144. We
have not declared dividends on our common stock and do not anticipate paying
dividends on our common stock in the foreseeable future.
OTC Bulletin Board Eligibility Rule
In January of 1999, the SEC granted approval of amendments to the NASD
OTC Bulletin Board Eligibility Rules 6530 and 6540. These amendments now
require a company listed on the OTC Bulletin Board to be a reporting company
and current in its reports filed with the SEC. As a result of this rule
change we have voluntarily
8
filed this registration statement in order to become a fully reporting company
and maintain the listing of our common stock on the OTC Bulletin Board. The
NASD eligibility rule requires that the SEC come to a position of no further
comment regarding any Form 10 registration statement before the NASD considers
a company compliant. We cannot assure that the SEC will come to such a
position in regards to this registration statement prior to our phase-in-date
of December 1, 1999. According to the eligibility rule, if we are not in
compliance at our phase-in date our common stock will be removed from the OTC
Bulletin Board. In that event, we intend to move our listing to the National
Quotation Bureau's Pink Sheets. This delisting may adversely affect the
market, if any, in our stock.
RECENT SALES OF UNREGISTERED SECURITIES
The following discussion describes all securities sold by us within the
past three years without registration:
In a private transaction on July 6, 1999, our Board of Directors
authorized the issuance of an aggregate of 100,000 common shares valued at
$10,000 to Messrs. Mayer and Clayton for their services as directors and
officers.
In connection with this transaction, we believe that each acquirer (i)
was aware that the securities had not been registered under federal securities
laws, (ii) acquired the securities for his own account for investment purposes
and not with a view to or for resale in connection with any distribution for
purpose of the federal securities laws, (iii) understood that the securities
would need to be indefinitely held unless registered or an exemption from
registration applied to a proposed disposition and (iv) was aware that the
certificate representing the securities would bear a legend restricting their
transfer. We believe that, in light of the foregoing, the sale of our
securities to the respective acquirers did not constitute the sale of an
unregistered security in violation of the federal securities laws and
regulations by reason of the exemptions provided under Sections 3(b) and 4(2)
of the Securities Act, and the rules and regulations promulgated thereunder.
DESCRIPTION OF SECURITIES
Common Stock
We are authorized to issue 50,000,000 shares of common stock, par value
$.001, of which 17,100,000 were issued and outstanding as of August 16, 1999.
All shares of common stock have equal rights and privileges with respect to
voting, liquidation and dividend rights. Each share of common stock entitles
the holder thereof (i) to one non-cumulative vote for each share held of
record on all matters submitted to a vote of the stockholders, (ii) to
participate equally and to receive any and all such dividends as may be
declared by the Board of Directors out of funds legally available; and (iii)
to participate pro rata in any distribution of assets available for
distribution upon liquidation of the Company. Our stockholders have no
preemptive rights to acquire additional shares of common stock or any other
securities. All outstanding shares of common stock are fully paid and
non-assessable.
Preferred Stock
We have not authorized or issued preferred stock.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Nevada Revised Statutes Section 78.7502 and 78.751 our
Articles of Incorporation and bylaws provide for the indemnification of
present and former directors and officers and each person who serves at our
request as our officer or director. Indemnification for a director is
mandatory and indemnification for an officer, agent or employee is permissive.
We will indemnify such individuals against all costs, expenses and liabilities
incurred in a threatened, pending or completed action, suit or proceeding
brought because such individual is our director or officer. Such individual
must have conducted himself in good faith and reasonably believed that his
conduct was in, or not opposed to, our best interest. In a criminal action he
must not have had a reasonable cause to
9
believe his conduct was unlawful. This right of indemnification shall not be
exclusive of other rights the individual is entitled to as a matter of law or
otherwise.
We will not indemnify an individual adjudged liable due to his negligence
or wilful misconduct toward us, adjudged liable to us, or if he improperly
received personal benefit. Indemnification in a derivative action is limited
to reasonable expenses incurred in connection with the proceeding. Also, we
are authorized to purchase insurance on behalf of an individual for
liabilities incurred whether or not we would have the power or obligation to
indemnify him pursuant to our bylaws.
Our bylaws provide that individuals may receive advances for expenses if
the individual provides a written affirmation of his good faith belief that he
has met the appropriate standards of conduct and he will repay the advance if
he is judged not to have met the standard of conduct.
FINANCIAL STATEMENTS
Our audited financial statements for the fiscal years ended March 31, 1999 and
1998 and the three month interim period ended June 30, 1999 are as follows:
Aurora Corporation
(a Development Stage Company)
Financial Statements
June 30, 1999 (unaudited) and March 31, 1999
10
C O N T E N T S
Accountants' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . . 5
Statements of Stockholders' Equity . . . . . . . . . . . . . . . . . . . . 6
Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . 7
Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . 8
11
<Letterhead of
CROUCH, BIERWOLF & CHISHOLM
Certified Public Accountants
50 West Broadway, Suite 1130
Salt Lake City, Utah 84101
Office (801)363-1175>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
of Aurora Corporation
We have audited the accompanying balance sheets of Aurora Corporation (a
development stage company) as of March 31, 1999 and the related statements of
operations, stockholders' equity and cash flows for the year then ended.
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. The financial statements of Aurora Corporation as of
March 31, 1998 and 1997 were audited by other auditors whose report dated
April 3, 1998, expressed an unqualified opinion on those statements.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and 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 audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Aurora Corporation (a
development stage company) as of March 31, 1999 and the results of its
operations and cash flows for the year then ended 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 2, the
Company's recurring operating losses and lack of working capital raise
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to those matters are also described in Note 2.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
The June 30, 1999 financial statements are unaudited. We did not audit or
review those financial statements and, accordingly, express no opinion or
other form of assurance on them.
/s/ Crouch, Bierwolf & Chisholm
Salt Lake City, Utah
August 6, 1999
12
Aurora Corporation
(A Development Stage Company)
Balance Sheets
ASSETS
June 30, March 31,
------------- --------------------------
1999 1999 1998
------------- ------------ -------------
(unaudited)
ASSETS $ - $ - $ -
------------- ------------ -------------
TOTAL ASSETS $ - $ - $ -
============= ============ =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES - - -
------------- ------------ -------------
Total Liabilities - - -
------------- ------------ -------------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value;
25,000,000 shares authorized;
17,000,000 shares issued
and outstanding 17,000 17,000 17,000
Deficit accumulated during the
development stage (17,000) (17,000) (17,000)
------------- ------------ -------------
Total Stockholders' Equity - - -
------------- ------------ -------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ - $ - $ -
============= ============ =============
The accompanying notes are an integral part of these financial statements.
4
13
Aurora Corporation
(A Development Stage Company)
Statements of Operations
[Enlarge/Download Table]
From
For the Inception
three months For the years ended on April 2,
ended March 31 1986 to
June 30, -------------------------------------- June 30,
1999 1999 1998 1997 1999
------------ ------------ ------------ ------------ -----------
(unaudited) (unaudited)
REVENUES $ - $ - $ - $ - $ -
------------ ------------ ------------ ------------ -----------
EXPENSES
General & Administrative - - - - 17,000
------------ ------------ ------------ ------------ -----------
TOTAL EXPENSES - - - - 17,000
------------ ------------ ------------ ------------ -----------
Net Loss From Operations - - - - (17,000)
------------ ------------ ------------ ------------ -----------
NET LOSS - - - - (17,000)
------------ ------------ ------------ ------------ -----------
LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.001)
============ ============ ============ ============ ===========
WEIGHTED AVERAGE SHARES
OUTSTANDING 17,000,000 17,000,000 17,000,000 17,000,000 17,000,000
============ ============ ============ ============ ===========
The accompanying notes are an integral part of these financial statements.
5
14
Aurora Corporation
(A Development Stage Company)
Statement of Stockholders' Equity
From Inception on April 12, 1986 through June 30, 1999 (unaudited)
Deficit
Addi- Accumulated
Common Stock tional During the
---------------------- Paid-in Development
Shares Amount Capital Stage
------------- -------- ------- -----------
Balance at inception - $ - $ - $ -
Issuance of shares for
marketing rights 17,000,000 17,000 - -
Net (loss) for year ended
March 31, 1987 - - - (17,000)
------------- -------- ------- -----------
Balance - March 31, 1987 17,000,000 17,000 - (17,000)
Net (loss) for years ended
March 31, 1988 to 1998 - - - -
------------- -------- ------- -----------
Balance - March 31, 1998 17,000,000 17,000 - (17,000)
Net (loss) for year ended
March 31, 1999 - - - -
------------- -------- ------- -----------
Balance - March 31, 1999 17,000,000 17,000 - (17,000)
Net (loss) for three months ended
June 30, 1999 (unaudited) - - - -
------------- -------- ------- -----------
Balance - June 30, 1999 (unaudited) 17,000,000 $ 17,000 $ - $ (17,000)
============= ======== ======= ===========
The accompanying notes are an integral part of these financial statements.
6
15
Aurora Corporation
(A Development Stage Company)
Statements of Cash Flows
[Enlarge/Download Table]
From
For the Inception
three months For the years ended April 2,
ended March 31 1986 through
June 30, -------------------------------------- June 30,
1999 1999 1998 1997 1999
------------ ------------ ------------ ------------ -----------
(unaudited) (unaudited)
Cash Flows from Operating
Activities
Net loss $ - $ - $ - $ - $ (17,000)
Less non-cash items:
Amortization of marketing
rights - - - - 17,000
------------ ------------ ------------ ------------ -----------
Net Cash Provided (Used) by
Operating Activities - - - - -
------------ ------------ ------------ ------------ -----------
Cash Flows from Investing
Activities - - - - -
------------ ------------ ------------ ------------ -----------
Cash Flows from Financing
Activities
Proceeds from Issuance
of common stock - - - - -
------------ ------------ ------------ ------------ -----------
Net Cash Provided (Used) by
Financing Activities - - - - -
------------ ------------ ------------ ------------ -----------
Increase in Cash - - - - -
Cash and Cash Equivalents at
Beginning of Period - - - - -
------------ ------------ ------------ ------------ -----------
Cash and Cash Equivalents at
End of Period $ - $ - $ - $ - $ -
============ ============ ============ ============ ===========
Supplemental Cash Flow
Information:
Cash paid for:
Interest $ - $ - $ - $ - $ -
Income taxes $ - $ - $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
7
16
Aurora Corporation
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1999 (unaudited) and March 31, 1999
NOTE 1 - Summary of Significant Accounting Policies
a. Organization
Aurora Corporation (the Company) was organized in the State of Oregon
on April 2, 1986 under the name of Hystar Aerospace Marketing Corporation of
Oregon. The Company was formed to manufacture and sell heavy duty airships in
Oregon under VIP Worldnet, Inc., the majority shareholder. The Company also
acquired the marketing rights to the Burkett Mill, a waste milling device,
from VIP Worldnet, Inc. The technology to further develop the Hystar airship
and the mill by the parent company proved to be prohibitive. The Company has
been inactive since that time and is currently seeking a business opportunity
or a merger candidate.
b. Recognition of Revenue
The Company recognized income and expense on the accrual basis of
accounting.
c. Earnings (Loss) Per Share
The computation of earnings (loss) per share of common stock is
based on the weighted average number of shares outstanding at the date of the
financial statements.
d. Accounting Year End
The Company has established that it will have a March 31 fiscal year
end for financial reporting and preparation of income tax returns.
e. Cash and Cash Equivalents
The company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.
f. Provision for Income Taxes
No provision for income taxes has been recorded due to net operating
loss carry forwards totaling approximately $17,000 that will be offset against
future taxable income. These NOL carry forwards began to expire in 2001. No
tax benefit has been reported in the financial statements because the Company
believes there is a 50% or greater chance the carry forward will expire
unused.
Deferred tax assets and the valuation account is as follows at June 30,
1999 (unaudited) and March 31, 1999.
June 30, March 31,
1999 1999 1998
------------ ----------- -----------
(unaudited)
Deferred tax asset:
NOL carry forward $ 2,500 $ 2,500 $ 2,500
Valuation allowance (2,500) (2,500) (2,500)
------------ ----------- -----------
Total $ - $ - $ -
============ =========== ===========
8
17
Aurora Corporation
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1999 (unaudited) and March 31, 1999
Note 2 - Going Concern
The accompanying financial statements have been prepared assuming that
the company will continue as a going concern. The company has no assets and
has had recurring operating losses for the past several years and is dependent
upon financing to continue operations. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty. It is management's plan to find an operating company to merge
with, thus creating necessary operating revenue.
Note 3 - Development Stage Company
The Company is a development stage company as defined in Financial
Accounting Standards Board Statement No. 7. It is concentrating substantially
all of its efforts in raising capital and searching for a business operation
with which to merge, or assets to acquire, in order to generate significant
operations.
Note 4 - Related Parties
At the Company's inception, the marketing rights to the Hystar Airship
and the Burkett Mill were purchased from VIP Worldnet, Inc. for $17,000 in
exchange for 17,000,000 shares of company stock in 1986. These rights were
subsequently written off. No other related party transactions have occurred
since.
Note 5 - Subsequent Event
On July 15, 1999 a plan of merger between Aurora Corporation and its
wholly owned subsidiary Echo Services, Inc. (an inactive Nevada Corporation)
was adopted by the Board of Directors. The 17,000,000 shares of Aurora
Corporation shall be converted into 17,000,000 shares of capital stock of the
surviving corporation (Echo Services, Inc.). This merger was done for the
sole purpose of changing the Company's domicile to the state of Nevada.
9
18
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURES
We have had no change in, or disagreements with, our principal
independent accountant during our last two fiscal years.
FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
Exhibit Number Description
3.1 Articles of Incorporation of Clover Crest, Inc.
3.2 Amendment to Articles of Incorporation filed May 20,
1999.
3.3 Articles of Merger filed July 30, 1999.
3.4 Bylaws of Aurora.
27.1 Financial Data Schedule
___________________________
19
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, who is duly authorized.
August 30, 1999
Date_________________ Aurora Corporation
/s/ Donald R. Mayer
By: _______________________________
Donald R. Mayer, President
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘10SB12G’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 12/1/99 | | 9 | | | | | None on these Dates |
| Filed on: | | 8/30/99 | | 20 |
| | 8/16/99 | | 6 | | 9 |
| | 8/6/99 | | 12 |
| | 7/30/99 | | 3 | | 19 |
| | 7/17/99 | | 7 |
| | 7/15/99 | | 18 |
| | 7/6/99 | | 9 |
| | 6/30/99 | | 10 | | 18 |
| | 5/26/99 | | 3 |
| | 5/20/99 | | 19 |
| | 3/31/99 | | 3 | | 18 |
| | 4/3/98 | | 12 |
| | 3/31/98 | | 10 | | 12 |
| | 3/31/97 | | 12 |
| List all Filings |
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