U.S. Securities And Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
---------------- -----------------
Commission File No. 0-20879
PYR ENERGY CORPORATION
----------------------
(Exact name of small business issuer as specified in its charter)
Delaware 95-4580642
-------- ----------
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1675 Broadway, Suite 1150, Denver, CO 80202
------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (303) 825-3748
Check whether the issuer (1) 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. Yes X No
----- -----
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
The number of shares outstanding of each of the issuer's classes of common
equity as of January 14, 1999 is as follows:
$.001 Par Value Common Stock 9,421,470
---------
<PAGE>
PYR ENERGY CORPORATION
FORM 10-QSB
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements ........................................ 3
Balance Sheet B November 30, 1998 and August 31, 1998........ 3
Statement of Operations B Quarters Ended November 30, 1998
and November 30, 1997 ....................................... 4
Statement of Cash Flows B Quarters Ended November 30, 1998
and November 30, 1997 ....................................... 5
Notes to Financial Statements ............................... 6
Summary of Significant Accounting Policies .................. 6
Item 2. Management's Discussion and Analysis or Plan of Operation.... 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ........................................... 12
Item 2. Changes in Securities ....................................... 12
Item 3. Defaults Upon Senior Securities ............................. 12
Item 4. Submission of Matters to a Vote of Security Holders ......... 12
Item 5. Other Information ........................................... 12
Item 6. Exhibits and Reports on Form 8-K ............................ 13
Signatures ........................................................... 13
2
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PYR ENERGY CORPORATION
(A Development Stage Company)
BALANCE SHEETS
ASSETS
11/30/98 8/31/98
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS
Cash $ 1,140,326 $ 373,100
Deposits and prepaid expenses 42,516 16,897
----------- -----------
Total Current Assets 1,182,842 389,997
----------- -----------
PROPERTY AND EQUIPMENT, at cost
Furniture and equipment, net 50,169 54,821
Undeveloped oil and gas prospects 2,935,023 2,491,238
----------- -----------
2,985,192 2,546,059
OTHER ASSETS, net 77,893 3,546
----------- -----------
$ 4,245,927 $ 2,939,602
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 80,070 $ 44,389
Accrued and other liabilities -- 1,282,500
Interest payable 22,959 --
Current portion of capital lease obligation 1,492 1,441
Convertible debentures 2,500,000 --
----------- -----------
Total Current Liabilities 2,604,521 1,328,330
----------- -----------
Capital lease obligation 2,265 2,661
----------- -----------
Total Liabilities 2,606,786 1,330,991
STOCKHOLDERS' EQUITY
Common stock, $.001 par value
Authorized 30,000,000 shares
Issued and outstanding B 9,421,470 shares at
11/30/98 and 9,154,804 shares at 8/31/98 9,421 9,155
Capital in excess of par value 1,967,821 1,768,088
Deficit accumulated during the development stage (338,101) (168,632)
----------- -----------
1,639,141 1,608,611
----------- -----------
$ 4,245,927 $ 2,939,602
=========== ===========
3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PYR ENERGY CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
Cumulative from
Inception -
Three Months Three Months 5/31/96 to
Ended 11/30/98 Ended 11/30/97 11/30/98
-------------- -------------- -----------
<S> <C> <C> <C>
REVENUES
Consulting fees $ -- $ 10,000 $ 127,528
Interest 4,525 15,739 46,266
----------- ----------- -----------
4,525 25,739 173,794
----------- ----------- -----------
OPERATING EXPENSES
General and administrative 137,775 187,917 956,699
Dry hole impairment -- -- 15,000
Interest 29,832 -- 30,671
Depreciation and amortization 6,386 3,333 29,853
----------- ----------- -----------
173,993 191,250 1,032,223
----------- ----------- -----------
OTHER INCOME
Gain on sale of oil and gas properties -- -- 556,197
----------- ----------- -----------
(169,468) (165,511) (302,232)
INCOME APPLICABLE TO PREDECESSOR LLC -- -- (35,868)
----------- ----------- -----------
NET (LOSS) $ (169,468) $ (165,511) $ (338,100)
=========== =========== ===========
NET INCOME (LOSS) PER
COMMON SHARE B BASIC AND DILUTED $ (.018) $ (.018) $ (.050)
=========== =========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 9,243,693 9,154,804 6,718,846
=========== =========== ===========
4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PYR ENERGY CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Cumulative
Three Months Three Months from Inception
Ended 11/30/98 Ended 11/30/97 to 11/30/98
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (169,468) $ (165,511) $ (302,232)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities
Gain on sale of assets -- -- (556,197)
Depreciation and amortization 6,386 3,333 29,853
Contributed services -- -- 36,000
Dry hole impairment -- -- 15,000
Changes in assets and liabilities
(Increase)/decrease in receivables -- 10,000 --
(Increase)/decrease in deposits and prepaids (25,619) (12,432) (40,910)
Increase/(decrease) in accounts payable 35,681 (8,232) 65,636
Increase/(decrease) in accrued and other liabilities 22,959 (5,684) 22,959
Other (91) -- (3,842)
----------- ----------- -----------
Net cash provided/(used) by operating activities (130,152) (178,526) (733,733)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of oil and gas interests -- -- 1,050,078
Cash paid for furniture and equipment (1,734) (11,935) (74,622)
Cash paid for undeveloped oil and gas assets (1,526,197) (139,024) (3,230,988)
----------- ----------- -----------
Net cash provided/(used) in investing activities (1,527,931) (150,959) (2,255,532)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Members capital contributions -- -- 28,000
Distributions to members -- -- (66,000)
Cash from short-term borrowings -- -- 285,000
Repayments of short-term borrowings -- -- (285,000)
Proceeds from sale of common stock -- -- 2,023,750
Cash paid for offering costs -- -- (280,711)
Cash received upon recapitalization and merger -- -- 336
Increase/(decrease) in convertible debentures 2,500,000 -- 2,500,000
Cash paid for deferred financing costs (74,346) -- (74,346)
Payments on capital lease (345) -- (1,438)
----------- ----------- -----------
Net cash (used) provided by financing activities 2,425,309 -- 4,129,591
----------- ----------- -----------
NET INCREASE/(DECREASE) IN CASH 767,226 (329,485) 1,140,326
CASH, BEGINNING OF PERIODS 373,100 1,432,281 --
----------- ----------- -----------
CASH, END OF PERIODS $ 1,140,326 $ 1,102,796 $ 1,140,326
=========== =========== ===========
5
</TABLE>
<PAGE>
PYR ENERGY CORPORATION
(A Development Stage Company)
Notes to Financial Statements
November 30, 1998
The accompanying interim financial statements of PYR Energy Corporation (the
"Company") are unaudited. In the opinion of management, the interim data
includes all adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation of the results for the interim period.
The financial statements included herein have been prepared by the Company
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations.
Management believes the disclosures made are adequate to make the information
not misleading and recommends that these condensed financial statements be read
in conjunction with the financial statements and notes included in the Company's
Form 10-KSB as of August 31, 1998.
PYR Energy Corporation (formerly known as Mar Ventures Inc. ("Mar")) was
incorporated under the laws of the State of Delaware on March 27, 1996. Mar had
been a public company which had no significant operations as of July 31, 1997.
On August 6, 1997 Mar acquired all the interests in PYR Energy LLC ("PYR LLC")
(a Colorado Limited Liability Company organized on May 31, 1996), a development
stage company as defined by Statement of Financial Accounting Standards (SFAS)
No. 7. PYR LLC, an independent oil and gas exploration company, had been engaged
in the acquisition of oil and gas properties for exploration and exploitation in
the Rocky Mountain region and California. As of August 6, 1997 PYR LLC had
acquired only non-producing leases and acreage and no exploration had been
commenced on the properties. Upon completion of the acquisition of PYR LLC by
Mar, PYR LLC ceased to exist as a separate entity. Mar remained as the legal
surviving entity and, effective November 12, 1997, Mar changed its name to PYR
Energy Corporation.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
CASH EQUIVALENTS - For purposes of reporting cash flows, the Company
considers as cash equivalents all highly liquid investments with a maturity
of three months or less at the time of purchase. At November 30, 1998,
there were no cash equivalents.
6
<PAGE>
PROPERTY AND EQUIPMENT - Furniture and equipment is recorded at cost.
Depreciation is provided by use of the straight-line method over the
estimated useful lives of the related assets of three to five years.
Expenditures for replacements, renewals, and betterments are capitalized.
Maintenance and repairs are charged to operations as incurred.
OIL AND GAS PROPERTIES - The Company follows the full cost method to
account for its oil and gas exploration and development activities. Under
the full cost method, all costs incurred which are directly related to oil
and gas exploration and development are capitalized and subjected to
depreciation and depletion. Depletable costs also include estimates of
future development costs of proved reserves. Costs related to undeveloped
oil and gas properties may be excluded from depletable costs until such
properties are evaluated as either proved or unproved. The net capitalized
costs are subject to a ceiling limitation. Gains or losses upon disposition
of oil and gas properties are treated as adjustments to capitalized costs,
unless the disposition represents a significant portion of the Company's
proved reserves. A separate cost center is maintained for expenditures
applicable to each country in which the Company conducts exploration and/or
production activities.
Undeveloped oil and gas properties consists primarily of leases and acreage
acquired by the Company for its exploration and development activities. The
cost of these non-producing leases is recorded at the lower of cost or fair
market value.
The Company has adopted SFAS No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed of" which
requires that long-lived assets to be held and used be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. The adoption of SFAS
121 has not had an impact on the Company's financial statements, as the
Company has determined that no impairment loss through November 30, 1998
need to be recognized for applicable assets of continuing operations.
ORGANIZATION COSTS - Costs related to the organization of the Company have
been capitalized and are being amortized over a period of five years.
INCOME TAXES - The Company has adopted the provisions of SFAS No. 109,
"Accounting for Income Taxes". SFAS 109 requires recognition of deferred
tax liabilities and assets for the expected future tax consequences of
events that have been included in the financial statements or tax returns.
Under this method, deferred tax liabilities and assets are determined based
on the difference between the financial statement and tax basis of assets
and liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company is an independent oil and gas exploration company whose
strategic focus is the application of advanced seismic imaging and
computer-aided exploration technologies in the systematic search for commercial
hydrocarbon reserves, primarily in the onshore western United States. The
Company attempts to leverage its technical experience and expertise with 3-D
seismic to identify exploration and exploitation projects with significant
potential economic return. The Company intends to participate in selected
exploration projects as a non-operating, working interest owner, sharing both
risk and rewards with its partners. The Company has and will continue to pursue
exploration opportunities in regions where the Company believes significant
opportunity for discovery of oil and gas exists. By reducing drilling risk
through 3-D seismic technology, the Company seeks to improve the expected return
on investment in its oil and gas exploration projects.
During the quarter ended November 30, 1998, the Company completed the sale
of convertible promissory notes (the "Notes") in the total amount of $2,500,000
in a private placement transaction pursuant to exemptions from federal and state
registration requirements.
The Notes will automatically convert into shares of Series A Preferred
Stock (the "Series A Preferred") at the rate of one share for each $100
principal amount of Notes if the Series A Preferred is approved by stockholders
prior to April 23, 1999. The Series A Preferred is convertible into Common Stock
at the rate of one share of Common Stock for each $.60 of the purchase amount of
the Series A Preferred. If the Series A Preferred is not issued by April 23,
1999 (which requires stockholder approval to authorize a class of preferred
stock), the Note holders have the right to require that Notes and accrued
interest be paid on demand or to convert the Notes into Common Stock at the rate
of one share of Common Stock for each $.30 of principal amount of Notes rather
than the conversion rate of one share of Common Stock for each $.60 of face
amount of the Series A Preferred. The full principal amount of the Notes and
accrued interest at the rate of 10 percent per year is due on October 26, 1999
if the Notes have not been converted into Series A Preferred or Common Stock
prior to that time. The Company is required to make semi-annual interest
payments on the Notes commencing on the date that is six months from the date of
the Notes until the Notes are repaid. The Company has the right in its
discretion to pay the interest portion of the Notes with Common Stock at a rate
based on the weighted average trading price of the Common Stock for 45 days
prior to the interest payment date.
During the quarters ended November 30, 1998 and 1997, the Company incurred
approximately $244,000 and $139,000 respectively, for acquisition of acreage,
direct geological and geophysical costs, drilling costs and other related direct
costs with respect to its identified exploration and exploitation projects. The
Company has had no revenues from oil and gas production.
The Company currently anticipates that it will participate in the drilling
of two to four additional exploratory wells during the next twelve months,
although the number of wells may increase as additional projects are added to
the Company's portfolio. However, there can be no assurance that any such wells
will be drilled and if drilled that any of these wells will be successful.
8
<PAGE>
The Company currently has four active projects in the Southern San Joaquin
Basin of California:
East Lost Hills - The Company has identified and has undertaken technical
analysis of a deep, large untested structure in the footwall of the Lost Hills
thrust. This prospect lies directly east of and structurally below the existing
Lost Hills field, which has produced in excess of 350 MMBoe from shallow pay
zones in a large thrusted anticlinal feature.
In early 1998, the Company entered into an exploration agreement with a
number of established Canadian oil and gas companies to participate in the
drilling of an initial exploratory well to fully evaluate the feature. PYR
received cash consideration for a portion of its share of the acreage in this
play and a carried 6.475% working interest through the tanks. PYR owns an
additional 4.1% working interest for a total working interest of 10.575%.
The Bellevue Resources et al #1-17 East Lost Hills well, located in SE1/4.
Sec 17, T26S, R21E, Kern County, California, commenced drilling on May 15, 1998.
The well is designed to test prospective Miocene sandstone reservoirs in the
Temblor Formation. During September 1998, the well was sidetracked in an attempt
to gain better structural position and delineate potential uphole pay. On
November 23, 1998, the well was drilling at 17,600 feet toward a total depth of
19,000 feet when it blew out and ignited. No personal injuries resulted, and an
expert well control team was engaged to contain the fire. Currently, the well is
under control. Surface containment facilities consisting of separators and
storage tanks have been installed and are collecting and separating hydrocarbons
and water from the well. Natural gas is being flared while liquid hydrocarbons
and water are being collected in the burn pits and in above ground storage tanks
for trucking to processing and disposal facilities. A snubbing unit is being
deployed to attempt a surface control kill of this well. A relief well, the
Bellevue #1R commenced drilling on December 18, 1998 and it is expected that
this relief well will intersect the wellbore of the Bellevue #1 sometime in late
January of 1999, at which time the Bellevue #1 will be plugged. Should the
operator be successful in using the snubbing unit to plug the Bellevue #1, the
Bellevue #1R is expected to be drilled directly into the Temblor Formation as a
replacement well. Although the Company believes that its insurance coverage is
adequate to cover expenses associated with the blowout, there is no assurance
that all of the costs will be covered. The Company and the other working
interest owners jointly control approximately 23,000 gross acres of leasehold
over the prospect.
Southeast Maricopa - During 1998, the Company completed acquisition of
approximately 52 square miles of 3-D seismic data over its Southeast Maricopa
exploration project. Western Geophysical Company acted as the Company's seismic
contractor for the data acquisition. The processed data was delivered to the
Company in late October, 1998 and the Company is currently in the process of
interpreting the data in order to identify drillable prospects. It is
anticipated that the interpretation will be complete in February of 1999. At
that time, the Company intends to take this project to potential industry
partners for participation. The Company intends to sell an appropriate portion
of its interest in this project in order to receive a cash consideration and/or
a carried interest in the drilling of one or more exploration wells. The Company
intends to drill an exploration well on this prospect during the second quarter
of calendar 1999. No drilling commitments have been made or received.
9
<PAGE>
San Emidio. In November 1998, as part of its $2,500,000 private placement,
the Company exchanged 266,666 shares of its common stock for 39 square miles of
3-D seismic data and oil and gas leases covering approximately 5,400 acres
adjacent to the Company's Southeast Maricopa exploration project. The Company
intends to incorporate this 3-D seismic data with the newly acquired data at its
Southeast Maricopa acreage in order to further understand the complex
stratigraphic geometries and trapping mechanisms. After interpretation and
evaluation, there have been two prospective areas identified within the acreage
position. The Company may present this project to potential industry partners in
conjunction with its Southeast Maricopa project or may create an independent
project for presentation. The Company's approach will be to obtain industry
participation in order to receive a carried interest in the drilling of one or
more exploration wells. The Company expects to drill an exploration well here in
the second quarter of calendar year 1999. No drilling commitments have been made
or received.
School Road - On June 1, 1998, the Company executed a participation
agreement with Houston based Seneca Resources for the Company's School Road
acreage. The drill to earn agreement provided PYR with a prospect fee and a
carried through-the-tanks working interest in an initial exploration well. PYR
would ultimately retain a 40% working interest in the School Road acreage.
Drilling operations on the Federal #67X-30 located in SE1/4, SEC 30, T32S, R25E
were commenced on July 28, 1998. The well was drilled to a total depth of 12,508
feet and although hydrocarbons were encountered, detailed log analysis of the
well indicated that the reservoir was tight and incapable of sustaining
commercial production. The well was plugged and abandoned on September 18, 1998.
PYR continues to evaluate the results of the well and is incorporating the new
well control into the seismic model in order to determine any potential future
exploration opportunities at its School Road acreage.
The Company has other projects identified in the Denver Basin of Colorado
and Nebraska, the Williston Basin of North Dakota and in the Big Horn Basin of
Wyoming and Montana. In addition, the Company continues to identify and evaluate
acquisition opportunities for exploration and exploitation opportunities.
At November 30, 1998, the Company had a negative working capital amount of
($1,422,000). During the quarter ended November 30, 1998, the Company completed
a private placement which provided a total of $2,500,000 to the Company. The
private placement securities issued are 10% convertible notes that will
automatically convert to 10% convertible preferred stock at the time, if any,
that PYR has obtained stockholder approval for, and issued, the convertible
preferred shares. The preferred stock is ultimately convertible into common
stock at a conversion price of $.60 per common share. The Company incurred costs
of approximately $75,000 in connection with this issuance of the notes. To date,
the Company has funded its oil and gas exploration activities principally
through cash provided by the sale of its securities.
The Company had no outstanding long-term debt at November 30, 1998 other
than a capital lease obligation and has not entered into any commodity swap
arrangements or hedging transactions. Although it has no current plans to do so,
it may enter into commodity swap and/or hedging transactions in the future in
conjunction with oil and gas production. Nevertheless, there can be no assurance
that the Company will ever have oil and gas production.
10
<PAGE>
It is anticipated that the future development of the Company's business
will require additional capital expenditures. The Company is currently in the
process of interpreting and evaluating 3-D seismic data on two of its California
exploration projects and is in the process of drilling and evaluating an
exploration well at East Lost Hills. Depending upon the extent of industry
participation in the two seismic generated exploration projects and the ultimate
results at East Lost Hills, the Company may require as much as $4,800,000 for
capital expenditures during the next 12 months. The Company intends to limit
capital expenditures by forming industry alliances and exchanging an appropriate
portion of its interest for cash and/or a carried interest in its exploration
projects. Although currently there are no commitments for additional funding,
the Company may need to raise additional funds to cover capital expenditures. In
addition, the exploratory well at East Lost Hills experienced a blowout on
November 23, 1998. Although the Company currently believes that costs related to
the blowout and the release of potential pollutants into the atmosphere are
covered by insurance, there is no assurance that all of the costs will be
covered.
Results of Operations
The quarter ended November 30, 1998 ("1998") compared with the quarter
ended November 30, 1997 ("1997").
Operations during the quarter ended November 30, 1998 resulted in a net
loss of ($169,468) compared to a net loss of ($165,511) for the quarter ended
November 30, 1997.
Oil and Gas Revenues and Expenses. The Company has not owned any producing
or proved oil and gas properties. Accordingly, no oil and gas revenues or
expenses have been recorded by the Company.
Depreciation, Depletion and Amortization. The Company recorded no depletion
expense from oil and gas properties for the quarters ended November 30, 1998 or
1997. The Company has not owned any proved reserves and had no oil or gas
production. The Company recorded $6,386 and $3,333 in depreciation expense
associated with capitalized office furniture and equipment during the quarters
ended November 30, 1998 and 1997, respectively.
General and Administrative Expense. The Company incurred $137,775 and
$187,917 in general and administrative expenses during the quarters ended
November 30, 1998 and 1997, respectively. The decrease results from lower
amounts incurred for legal fees, accounting fees, employee salaries and
promotional expenses.
Interest Expense. The Company recorded $29,832 in interest expense for the
quarter ended November 30, 1998 associated with the Company's convertible
debentures.
Consulting Fee Revenue. The Company generated $10,000 from consulting fees
during the quarter ended November 30, 1997. These revenues have ceased and are
not expected to occur in the future.
11
<PAGE>
Year 2000 Compliance
Year 2000 compliance is the ability of computer hardware and software to
respond to the problems posed by the fact that computer programs traditionally
have used two digits rather than four digits to define an applicable year. As a
consequence, any of the Company's computer programs that have date-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in a system failure or miscalculations causing
interruption of operations, including temporary inability to perform 3-D seismic
analysis and to perform accounting functions and delays in the receipt of
payments from purchasers of oil and gas production, if any. The Company
currently is reviewing the Company's computers and software as well as other
equipment that utilizes imbedded computer chips, such as facsimile machines and
telephone systems. The Company believes that its review will be completed prior
to June 30, 1999. The Company has confirmed with the maker of its accounting
software that it is Year 2000 compliant.
Until the Company's Year 2000 review has been completed, the Company has no
estimate of the cost to correct any potential deficiency in Year 2000 compliance
for its computers and equipment. Upon the completion of the Company's Year 2000
review, the Company intends to develop a contingency plan to address potential
Year 2000 problems.
PART II.
OTHER INFORMATION
Item 1. Legal Proceedings
None
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
Pursuant to Rule 14a-4(c) under the Securities Exchange Act of 1934, as
amended, the Company hereby notifies its stockholders that the proxies solicited
by the Company in connection with the Company's annual meeting to be held in
1999 will confer discretionary authority to vote on matters raised by
stockholders for which the Company did not have notice a reasonable time before
the Company mails its proxy materials for the 1999 annual meeting. The Company
believes that it will mail those proxy materials on or about February 15, 1999.
In addition, if the Company receives notice a reasonable time before it mails
its proxy materials of a matter that a stockholder intends to raise at the
annual meeting of stockholders to be held in 1999, the proxies solicited by the
Company may exercise discretion to vote on each such matter if the Company
includes in its proxy statement advice on the nature of the matter raised and
how the Company intends to exercise its discretion to vote on each such matter.
However, the Company may not exercise discretionary voting authority on a
particular proposal if the proponent of that proposal provides the Company with
a written statement, a reasonable time before the Company mails its proxy
materials, that the proponent intends to deliver a proxy statement and form of
proxy to holders of at least the percentage of the Company's voting shares
required under applicable law to carry the proposal (the "Required Percentage"),
which would be a majority of the Company's outstanding Common Stock or a
majority of the shares of Common Stock represented at the meeting, depending on
the nature of the proposal, if the proponent includes the same statement in its
proxy materials filed under Rule 14a-6, and if the proponent, immediately after
12
<PAGE>
soliciting the holders of the Required Percentage, provides the Company with a
statement from any solicitor or any other person with knowledge that the
necessary steps have been taken to deliver a proxy statement and form of proxy
to the holders of the Required Percentage.
Item 6. Exhibits and Reports on Form 8-K
During the quarter ended November 30, 1998, the Registrant filed a total of
four reports on Form 8-K:
A Form 8K was filed on 9/22/98 reporting a press release dated 9/18/98,
A Form 8K was filed on 10/28/98 reporting a press release dated
10/27/98,
A Form 8K was filed on 11/24/98 reporting a press release dated
11/24/98 and
A Form 8K was filed on 12/7/98 reporting a press release dated 12/7/98.
SIGNATURES
----------
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PYR ENERGY CORPORATION
Signatures Title Date
---------- ----- ----
/s/ D. Scott Singdahlsen Chief Executive Officer;
- ------------------------ President and Chairman January 14, 1999
D. Scott Singdahlsen
/s/ Andrew P. Calerich Chief Financial Officer January 14, 1999
- -----------------------
Andrew P. Calerich
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> AUG-31-1999 AUG-31-1998
<PERIOD-END> NOV-30-1998 NOV-30-1997
<CASH> 1,140,326 373,100
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 1,182,842 389,997
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<CURRENT-LIABILITIES> 2,604,521 1,328,330
<BONDS> 0 0
0 0
0 0
<COMMON> 9,421 9,155
<OTHER-SE> 1,629,720 1,599,456
<TOTAL-LIABILITY-AND-EQUITY> 4,245,927 2,939,602
<SALES> 0 0
<TOTAL-REVENUES> 4,525 25,739
<CGS> 0 0
<TOTAL-COSTS> 173,993 191,250
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 29,832 0
<INCOME-PRETAX> (169,468) (165,511)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (169,468) (165,511)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (169,468) (165,511)
<EPS-PRIMARY> (.018) (.018)
<EPS-DILUTED> (.018) (.018)
</TABLE>
