UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-KSB
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended SEPTEMBER 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 0-8924
HABERSHAM ENERGY COMPANY
(Exact name of Registrant as specified in its charter)
OKLAHOMA 73-0981865
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
10200 WEST 44TH AVENUE, STE 400, WHEAT RIDGE CO 80033
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code: (303) 422-8127
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ X ]
Revenue for the year ended September 30, 2000: $0.
As of December 21, 2000 it is unclear as to the aggregate market value of the
voting stock held by non-affiliates of the Registrant. This is due to the low
or almost non-existing trading of the Registrant's Securities.
As of December 21, 2000 the number of shares outstanding of the Registrant's
Common Stock was 4,617,424.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Habersham Energy Company (formerly U.S. Mineral & Royalty Corp.)
(the "Company") was incorporated under the laws of Oklahoma on April 14, 1975
as an oil and gas exploration, development and operating company.
Historically, the Company was engaged in the business of acquiring producing
oil and gas properties but the Company has not had any business activity since
1995.
ITEM 2. DESCRIPTION OF PROPERTY
None.
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None
PART II
ITEM 5. MARKET PRICE FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
Because this report is being prepared in 2000, the Company has not
been able to obtain any reliable trading history for the period reported.
During the year ended September 30, 2000 there appeared to be little or no
trading in the stock of the Company.
The Company has not declared any cash dividends on its Common Stock
since inception and its Board of Directors has no present intention of
declaring any dividends. For the foreseeable future, the Company intends to
retain all earnings, if any, for use in the development and expansion of its
business.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
The Company had no revenue during the year ended September 30, 2000.
Total stockholders' equity was $(169,713), as compared to $(169,713) at
September 30, 2000. The Company has no operating capital for future
operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company has no liquid assets and is currently in the process of
looking for business opportunities to merge with or acquire. At minimum, the
Company will need to raiseadditional capital through private funding to
meet the financial needs of being a reporting company. There is no guarantee
that the Company will be successful in obtaining necessary funding to develop
any business opportunities.
RESULTS OF OPERATIONS
The Company reported a net loss of $0 for the year ended September
30, 2000, compared to a loss of $0 for the previous year. The Company
anticipates very little or no overhead from future operations until a successor
business can be acquired or merged.
ITEM 7. FINANCIAL STATEMENTS
(a)(1) The following financial statements of the Company and its
subsidiaries have been filed as part of this report (see Item 8 "Financial
Statements and Supplementary Data"):
Independent Auditors' Report
Balance Sheets as of September 30, 2000.
Statements of Operations for the years ended September 30, 2000 and
September 30, 1999.
Statement of Stockholders' Equity for the period from October 1,
1998 to September 30, 2000.
Statement of Cash Flows for the years ended September 30, 2000 and
September 30, 1999.
Notes to Financial Statements.
(2) Schedules are omitted because of the absence of conditions under
which they are required or because the required information is given in the
financial statements or notes thereto.
PART III
ITEM 8. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following information is furnished with respect to the Company's
Board of Directors and executive officers. There are no family relationship
between or among any of the Company's directors or executive officers.
DIRECTORS AND EXECUTIVE OFFICERS
Age Director
Name (2000) Since Position with the
Company
Robert Wallace 65 1999 Director/President
Robert Wallace, President and Director, has been a teacher, counselor and
school administrator in the Southern California for the last 30 years. Since
his retirement from the school system, Mr. Wallace has been involved in
several mergers and acquisitions for the past several years.
Mr. Wallace has a bachelors degree in animal husbandry from Brigham Young
University, a masters degree in counseling psychology from Arizona State
University, and a PHD in Counseling Psychology from USC.
ITEM 9. EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
None.
EMPLOYMENT AGREEMENTS AND OTHER COMPENSATION ARRANGEMENTS
None.
COMPENSATION OF NON-EMPLOYEE DIRECTORS
None.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficially Owned
Name Number of Percentage of
of Beneficial Owner Position Held shares Outstanding
Robert Wallace Director -
-
H. Ross Arnold, III Shareholder 2,134,820
46.2%
Middle East Associates Shareholder 337,720
7.3%
Patricia Rapp Shareholder 240,184
5.2%
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than executive compensation, during the reported year the
Registrant did not enter into any transactions with management which are to be
reported under this Item.
ITEM 13. EXHIBITS, AND REPORTS ON FORM 8-K
(A) Exhibits
EXHIBIT
NO. DESCRIPTION
23.01 Consent of Crouch, Bierwolf & Associates
27.01 Financial Data Schedule
(b) The Registrant filed no current reports on Form 8-K during the last year
of the fiscal year ended September 30, 2000.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Habersham Energy Company, Inc.
By: Robert Wallace
Dated: December 21, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons of behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Robert Wallace Director
(Principal Executive and
Financial Officer) December 21, 2000
INDEX TO FINANCIAL STATEMENTS
Report of Independent Certified Public Accountant
Financial Statements:
Balance Sheet - September 30, 2000 and 1999.
Statements of Operations - For the years ended September 30, 2000 and
September 30, 1999.
Statement of Stockholders' Equity - For the period from October 1, 1998
to September 30, 2000.
Statement of Cash Flows - For the years ended September 30, 2000 and
September 30, 1999.
Notes to Financial Statements
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Habersham Energy Company
Salt Lake City, Utah
We have audited the accompanying balance sheet of Habersham Energy Company (An
Oklahoma corporation) as of September 30, 2000 and 1999 and the related
statements of operations, stockholders' (deficiency), and cash flows for the
years then ended. These financial statements are the responsibility of the
management of Habersham Energy Company Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits 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 audits provide 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 Habersham Energy Company as
of September 30, 2000 and 1999, and the results of their operations and its
cash flows for the years 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 to the
financial statements, the Company's significant operating losses raise
substantial doubt about it ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
November 17, 2000
HABERSHAM ENERGY COMPANY
Balance Sheet
ASSETS
September 30,
2000 1999
TOTAL ASSETS $ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts Payable 169,713 169,713
Total Current Liabilities 169,713 169,713
COMMITMENT AND CONTINGENCIES (Note 3) - -
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock; 1,000,000 shares at $.10
par value; 0 shares issued and
outstanding (Note 4) - -
Common Stock authorized; 20,000,000
shares at $.10
par value; 4,617,424 shares
issued and outstanding 461,742 461,742
Capital in Excess of Par Value 7,884,033 7,884,033
Accumulated Deficit (8,515,488 ) (8,515,488)
Total Stockholders' Equity (Deficit) (169,713 ) (169,713)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ - $ -
HABERSHAM ENERGY COMPANY
Statements of Operations
For the Years Ended
September 30,
2000 1999
REVENUE $ - $ -
EXPENSES $ - $ -
NET INCOME (LOSS) - Before Taxes $ - $ -
Taxes (Note 3) - -
INCOME (LOSS) $ - $ -
Loss Per Common Share $ - $ -
Average Outstanding Shares 4,617,424 4,617,424
HABERSHAM ENERGY COMPANY
Statements of Stockholders' Equity
For the Period October 1, 1998 to September 30, 2000
Capital Retained
Common in excess of earnings
Shares Stock par value (deficit)
Balance,
September 30, 1998 4,617,424 461,742 7,884,033 (8,515,488)
Net income (loss) for the year
ended September 30, 1999 - - - -
Balance, September 30, 1999 4,617,424 461,742 7,884,033 (8,515,488)
Net income (loss) for the year
ended September 30, 2000 - - - -
Balance, September
30, 2000 4,617,424 $461,742 $7,884,033 $ 8,515,488)
HABERSHAM ENERGY COMPANY
Statements of Cash Flows
For the Years Ended
September 30,
2000 1999
SOURCES OF CASH
Net earnings $- $ -
CASH PROVIDED BY (USED FOR)
OPERATING ACTIVITIES
Increase/(Decrease) in:
Taxes payable/Interest payable - -
Accounts payable - -
Net Cash Provided (Used for) Operations - -
INVESTMENT TRANSACTIONS - -
FINANCING TRANSACTIONS - -
Net increase (decrease) in cash - -
Beginning cash balance - -
Ending cash balance - -
Cash Paid For:
Interest $ - $ -
Taxes $ - $ -
HABERSHAM ENERGY COMPANY
Notes to the Financial Statements
September 30, 2000 and 1999
NOTE 1 - Summary of Significant Accounting Policies
Organization
Habersham Energy Company (formerly U.S. Mineral & Royalty Corp.) (the
"Company") was incorporated under the laws of Oklahoma on April 14, 1975 as
an oil andgas exploration, development and operating company. Historically,
the Company was engaged in the business of acquiring producing oil and gas
properties but the Company has not had any business
ctivity since 1995.
Income (Loss) Per Share
The computation of income or (loss) per share of common stock is based on
the weighted average number of shares outstanding at the date of the
financial statements.
Income Taxes
The Company adopted Statement of Financial Standards No. 109 "Accounting
for Income taxes" in the fiscal year ended September 30, 1999 and was applied
retroactively.
Statement of Financial Accounting Standards No. 109 " Accounting for
Income Taxes" requires an asset and liability approach for financial
accounting and reporting for income tax purposes. This statement recognizes
(a) the amount of taxes payable or refundable for the current year and (b)
deferred tax liabilities and assets for future tax consequences of events
that have been recognized in the financial statements or tax returns.
Deferred income taxes result from temporary differences in the
recognition of accounting transactions for tax and financial reporting
purposes. There were no temporary differences at September 30, 2000 and
earlier years; accordingly, no deferred tax liabilities have been
recognized for all years.
The Company has cumulative net operating loss carryforwards of over
$8,000,000 at September 30, 2000. No effect has been shown in the financial
statements for the net operating loss carryforwards as the likelihood of
future tax benefit from such net operating loss carryforwards is highly
improbable. Accordingly, the potential tax benefits of the net
operating loss carryforwards at September 30, 2000 have been offset by
valuation reserves of the same amount.
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
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 the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
HABERSHAM ENERGY COMPANY
Notes to the Financial Statements
September 31, 2000 and 1999
NOTE 2 - Going Concern
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. Currently, the Company has no cash or other material assets, nor
does it have an established source of revenues sufficient to cover any
anticipated operating costs to allow it to continue as a going concern. It
is the intent of the Company to find additional capital funding and/or a
profitable business venture to acquire or merge.
NOTE 3 - Commitments and Contingencies
The Company has an outstanding tax liabilities of approximately $10,000
from Sweetwater County, Wyoming and $1,500 from Arapahoe County, Colorado.
The Company has also listed several liabilities from vendors that have been
owing since 1994-95 time period when the Company was in business. There have
been no contact with these vendors for several years and it is doubtful that
any of the liabilities will be paid, due to statute of limitations and
other time lapsed considerations. The tax liabilities are real and
personal property taxes and are due to also expire with the statute of
limitations. Management estimates that there is a remote possibility that
the Company will ever pay these liabilities and hat the taxing agencies
or creditor vendors will make contact or press court collections on the
liabilities.
NOTE 4 - Preferred Stock
The Company has authorized 1,000,000 shares of $.10 par value convertible
preferred stock with various rights as follows:
- outstanding shares are entitled to receive a 5% dividend cumulative
from the date ofissuance.
- preferences to liquidation before common stockholders.
- voting rights based on a conversion calculation into common stock based
on the conversion price formula.
No shares are currently outstanding and as such no preferred dividends
are accrued.
We hereby consent to the use of our audit report of Habersham Energy Company,
Inc. dated November 17, 2000 for the year ended September 30, 2000 in the
Form 10KSB Annual Report for the year 2000.
s/s Crouch, Bierwolf & Associates
Salt Lake City, UT
