U.S. Securities and Exchange Commission
Washington D.C. 20549
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 December 31, 1999
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number
333-16031
EMPIRE COMMUNICATIONS CORPORATION
(Name of small business issuer as specified in its charter)
Nevada 86-0793960
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification No.)
545 West 150 South
Springville, UT 84663
(Address of principal executive offices)
801 489-0468
(Registrant's telephone no., including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
None
Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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
Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of the Issuer's knowledge, in the definitive proxy or information
statements incorporated by reference in Part III of this form 10-KSB or any
amendment to this Form 10-KSB.
The Issuer's revenues for its most recent fiscal year: $0
The number of shares outstanding of the Issuer's common stock at April 7, 2000:
23,200,000
State the aggregate market value of the voting stock held by non-affiliates com-
puted by reference to the price at which the stock was sold, or the average bid
and asked prices of such stock, as of a specified date within the past 60 dyas.
April 7, 2000 -- $23,200. Since there is no current market for the stock, the
value was arbitarily designated at par.
Transitional Small Business Disclosure Format: Yes No X
<PAGE> PART I
Item 1. Business Development
The Company was incorporated in the State of Nevada on April 27, 1995,
under the name of "Landmark Leasing, Corp.", to engage in the equipment
leasing business. This business was not successful, and the Company sought
new business development opportunities for its shareholders.
The Company changed its name to Litigation Economics, Inc. on December
22, 1996, the same date on which it acquired all of the outstanding stock of
G.E.C., Inc. ("G.E.C."), an Idaho corporation formed to engage in economic
consulting and expert witness business. (The description of the Company's busi-
ness while pursuing this business opportunity was set out in its Annual Report
on Form 10-KSB for the year ended December 31, 1997, which is incorporated
herein by reference). This business proved to be only marginally successful,
and in connection with the new PaperDirect, business and described below, the
Company decided to sell G.E.C.
During the first quarter of 1998, the Company received the offer of a
new business opportunity to acquire PaperDirect, Inc. and Current Social
Expressions, businesses engaged in the wholesale distribution of specialty
paper and related products and greeting cards to the United States business
community. To accept this offer, the Company changed its name to "Empire
Communications Corporation" and sold a series of new preferred stock to an
investor which effected a change in control of the Company. The Company
engaged in several related material corporate actions, including a 2-for-1
forward stock split of its outstanding securities and the sale of the G.E.C.
subsidiary to a shareholder of the Company in return for the cancelation of
certain shares and a small amount of cash. during the second quarter of 1998,
the Company was unable to obtain the assurances and financial information it
needed with respect to the PaperDirect businesses, and the parties to the
PaperDirect business opportunity agreed to rescind the Company's involvement.
The Company surrendered its paperDirect acquisition contract rights in return
for the sescission of the new preferred stock and the related change in
its sale of G.E.C. The PaperDirect transactions were described in detail in
the company's current reports on form 8-K dated March 27, 1998, May 20, 1998
and July 20, 1998, which is incorporated herein by reference; and in the
Company's Quarterly Reports on Form 10-QSB dated May 14, 1998 and August 13,
1998 which are incorporated herein by reference. These rescissions became
effective July 14, 1998.
In December, 1998, the Company sold G.E.C. for $16,911.22 cash, and
currently has no business operations. The Company is actively seeking a
successful business opportunity through a technology acquisition, merger with
a going concern or otherwise.
<PAGE>
During its approximately four years of operations, the Company has
generated no significant revenues and continues to be considered a development
stage company. The Company raised funds at first from its founders, and then
from a public offering in July, 1997. Since its organization, the Company has
attempted to develop three different business opportunities (leasing, economic
consulting and specialty business paper goods), but these efforts have so far
proven unsuccessful.
Item 2. Business
None, currently. However, the Company has recently entered into
discussions with another company regarding a stock for stock exchange.
Item 3. Properties
The Company has no real property assets nor does it have any leased
space. It currently operates out of the home of its President in Springville,
Utah. The address of the Company appears on the cover page of this report.
Item 4. Legal Proceedings
The Company is not a party to any material pending legal proceedings
and, to the best of its knowledge, no action by or against the Company has
been threatened.
Item 5. Submission of Matters to a Vote of Security Holders
On March 25, 1999, the Board of Directors of the Registrant adopted,
ratified and approved a resolution to issue 20,000,000 shares of its
"unregistered" and "restricted" common stock to the appointed Director and
President, Susan M. Grant, in consideration of the sum of $20,000 cash,
effectively passing control (86%) to the new officer.
Item 6. Market for Common Equity and Related Stockholder Matters
(a) Market Information
The Company's Common Stock is quoted on the over-the-counter bulletin
board of the NASD using the symbol EICM, and there is currently no public
trading market for the Company's common stock.
(b) Recent Sales of Restricted Securities
The Company issued 20,000,000 common shares in consideration of $20,000
on March 25, 1999. The Company issued 200,000 common shares pursuant to a
SB-2 offering in consideration of $100,000 cash during July 1997.
(c) Stockholders
As of December 31, 1999, there were approximately 60 record holders of
the Company's Common Stock. No other class of stock is outstanding at this
time.
<PAGE>
(d) Dividends
The Company has not previously paid any cash dividends on its
outstanding equity securities and does not anticipate or contemplate paying
dividends on its outstanding common stock in the foreseeable future.
Management intends to utilize all available funds for the development of the
Company's business. The only legal restrictions that limit the Company's
ability to pay dividends are those restrictions imposed by Nevada corporate
law. No dividends or other distributions may be made which would render the
Company insolvent or reduce assets to less than the sum of its liabilities
plus the amount needed to satisfy any outstanding liquidation preferences.
The Company issued a class of convertible preferred stock in connection with
the PaperDirect business opportunity referenced above. In connection with the
rescission of that business opportunity and related actions, this series of
convertible preferred stock was canceled and rescinded.
PART II
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion and analysis should be read in conjunction with
the Company's financial statements and the notes associated with them
contained elsewhere in this Report.
Liquidity and Capital Resources
As of December 31, 1999, the Company had cash or other current assets of
$14,483, and was not engaged in any fund raising activities. The Company
presently has no commitment or arrangements for additional financing from any
source. To pursue any new business opportunity, the Company would need to
raise additional funds through the sale of equity, or would need to use its
equity to acquire a business with cash on account.
Results of Operations. Fiscal Year Ended December 31, 1999 Compared to
Fiscal Year Ended December 31, 1998
Operating revenues for fiscal year 1999 was $0, the same results as
experienced in 1998. (Note that the sale of the Company's G.E.C., Inc.
subsidiary in late 1998 required a restatement of the Company's financial
statements for 1998 and 1997. During 1998, all of the Company's then reported
revenues came from G.E.C. The Company has had no other business operations,
and has limited cash and no other earning assets.
Operating expenses for fiscal year 1999 totaled $10,156, comprising
mainly of legal and accounting expenses, a decrease from the $22,492 level
experienced in 1998. The higher expenses were incurred in connection with the
abortive PaperDirect transaction. These expenses consumed all of the cash
held by the Company as well as the proceeds of the Company's sale of G.E.C. in
late 1998. The bulk of these expenses are non recurring.
<PAGE>
Item 8. Financial Statements
The Company's audited financial statements are attached to the end of this
Report. Listed in order are Independent Auditor's Report, Balance Sheet,
Statements of Operations, Statements of Stockholder's Equity, Statements of
Cash Flows, and Notes to the Financial Statements all for the year ended
December 31, 1999.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
(a) Directors and Executive Officers
The following table sets forth the directors and executive officers of the
Company, their ages, and all offices and positions with the Company. Each
director is elected for a period of one year and thereafter serves until his
successor is duly elected by the stockholders and qualifies. Officers and
other employees serve at the will of the Board of Directors.
Name of Officer or Director Age Positions with Company and
Biography
Susan M. Grant 34 President and Director of the
Company. Mrs. Grant currently
owns Toddler's Inn Preschool,
a business that she has solely
operated since 1993. She
received an associate degree
in Early Childhood Educations
from Utah Valley State College
in 1991. Mrs. Grant is the
mother of three children-one
boy and two girls.
(b) Involvement in Certain Legal Proceedings
None
(c) Compliance with Section 16(a) of the Exchange Act
The Company is not subject to the provisions of Section 16(a).
<PAGE>
Item 11. Executive Compensation
The Company has not paid compensation to any of its officers or
directors.
SUMMARY COMPENSATION TABLE
<TABLE>
______________________________________________________________________________
Annual Compensation Long-term
Awards
______________________________________________________________________________
Name and Salary Bonus Other Restricted Securities
Principal Position Annual Stock Awards Under
Compensation Option
______________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Susan M. Grant 0 0 0 0 0
President and Chief
Executive Officer
(3/25/99 - present)
Norman L. Petersen 0 0 0 0 0
President and Chief
Executive Officer
(5/22/98 - 3/25/99)
______________________________________________________________________________
</TABLE>
Stock Option and Stock Appreciation Right Plans
The Company adopted its 1996 Stock Option Plan allowing the Company to
offer its key employees, officers, directors, consultants and sales
representatives, an opportunity to acquire a proprietary interest in the
Company. The various types of incentive awards which may be provided under
the Stock Option Plan will enable the Company to respond to changes in
compensation practices, tax laws, accounting regulations and the size and
diversity of its business. The total number of shares reserved and available
for distribution under the 1996 Plan is 800,000 (adjusted for the 1998 2-for-1
stock split.) The 1996 PLan is administered by the Board of Directors which
determines the persons to whom awards will be granted, the number of awards to
thereof, subject to the provision of the 1996 Plan. In connection with the
Board of Directors at the time of the grant and may not be less than 100% of
the fair market value of the Common Stock on the date of the grant or 110% or
the fair market value of the Common Stock on the date of the grant for 10%
Stockholders. The aggregate fair market value of Stock (determined at the
time of grant of the Option) with respect to which Incentive Stock Options
become exercisable by a Holder during any calendar year shall not exceed
$100,000. The Option holders will not be protected against dilution if the
Company should issue additional shares of common stock in the future. Neither
the Options, nor the shares underlying the Options have preemptive rights. As
of December 31, 1998, the Company has not issued any Options pursuant to the
Plan.
<PAGE>
The Company has no employment agreements and has not engaged in any
repricing of stock options.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information with respect to the
current beneficial ownership of the Company's common stock as of December 31,
1999 of each person known to the Company to be the beneficial owner of more
than five percent (5%) of said securities, each director of the Company, and
all directors and executive officers of the Company as a group:
<TABLE>
Name and Title of Amount of
Address Securities Beneficial Ownership
<S> <C> <C>
Susan M. Grant Common 20,000,000
545 West 150 South
Springville, UT 84663
All officers and Common 20,000,000
directors as a group
(1 person)
</TABLE>
Item 13. Certain Relationships and Related Transactions
The Company has entered into certain transactions with officers,
directors or affiliates of the Company which include the following:
Between December 22, 1996 and March 15, 1998, the Company used as its
principal executive office, the home office of Cornelius A. Hofman II,
President (227 South Ninth Avenue, Pocatello, Idaho 83201) in Pocatello,
Idaho. The Company paid approximately $2,100 to improve Mr. Hofman's home
office in exchange for use of the office space until the Company's business
requires more extensive administrative facilities. There was no formal
written agreement for the use of such facilities.
In 1997, the Company subcontracted some consulting work to General
Economic Consulting, Inc., a company controlled by Cornelius A. Hofman, then a
director of the Company. As of December 31, 1997, General Economic
Consulting, Inc. received $2,544 in fees from said referral business.
The Company is currently using office space provided by its President
and sole director, Susan M. Grant. Mrs. Grant is not charging the Company for
this office usage, although Mrs. Grant reserves the right to seek
reimbursement and compensation from the Company for this usage should the
Company become able to pay such amounts. During the 1999 fiscal year the
Company loaned Ms. Grant, $3,517.14 at 8 % interest which were satisfied by the
1999 year end.
<PAGE>
PART IV
Item 14. Exhibits and Reports on Form 8-K
<TABLE>
Exhibits
Exhibit Title of Document Location
Reference
Number
<S> <C> <C>
Form 10-KSB for the year ended 1997 Incorporated by Reference
Forms 10-QSB dated
May 14, 1998 Incorporated by Reference
August 13, 1998 Incorporated by Reference
Forms 8-k dated
March 27, 1998 Incorporated by Reference
May 20, 1998 Incorporated by Reference
July 20, 1998 Incorporated by Reference
23.01 Consent of Accountants Filed Herewith
27.01 Financial Data Filed Herewith
<PAGE>
Reports on Form 8-K
The Company filed current reports on Form 8-K during 1999 on the
following dates, all of which reports are available under the Company's name
on the Commission's website, www.sec.gov:
April 8,1999
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
EMPIRE COMMUNICATIONS CORPORATION DATE:
By: /s/ Susan M. Grant April 10, 2000
Susan M. Grant, Director and President
<PAGE>
EMPIRE COMMUNICATIONS CORPORATION
(Formerly Litigation Economics, Inc.)
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 1998
F-1
C O N T E N T S
Independent Auditors' Report F-3
Balance Sheet F-4
Statements of Operations F-5
Statements of Stockholders' Equity (Deficit) F-6
Statements of Cash Flows F-7
Notes to the Financial Statements F-8
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Empire Communications Corporation
(Formerly Litigation Economics, Inc.)
Salt Lake City, Utah
We have audited the accompanying balance sheet of Empire Communications
Corporation (formerly Litigations Economics, Inc.) (A development stage
company) as of December 31, 1999 and the related statements of operations,
stockholders' equity (deficit) and cash flows for the years ended December 31,
1999 and 1998 and from inception on April 27, 1995 through December 31, 1999.
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.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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.l 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 Empire Communications
Corporation (formerly Litigation Economics, Inc.) (A development stage
company) as of December 31, 1999 and the results of its operations and its
cash flows for the years ended December 31, 1999 and 1998 and from inception
on April 27, 1995 through December 31, 1999 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 3 to the
financial statements, the Company is a development stage company with no
significant operating results to date, which raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of this uncertianty.
Jones, Jensen & Company
Salt Lake City, Utah
<PAGE>
EMPIRE COMMUNICATIONS CORPORATION
(Formerly Litigation Economics, Inc.)
(A Development Stage Company)
Balance Sheet
</TABLE>
<TABLE>
ASSETS
<S> <C>
CURRENT ASSETS
Cash $ 14,483
----------------
Total Current Assets $ 14,483
________________
TOTAL ASSETS $ 14,483
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 5,075
_______________
Total Liabilities $ 5,075
===============
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock; authorized 5,000,000 shares at $0.001
par value; no shares issued or outstanding
Common stock; authorized 50,000,000 shares at $0.001 -
par value; 23,200,000 shares issued and outstanding $ 23,200
Additional paid-in capital 102,800
Deficit accumulated during the development stage (116,592)
_______________
Total Stockholders' Equity (Deficit) $ 9,408
_______________
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 14,483
===============
The accompanying notes are an integral part of these
financial statements.
<PAGE>
EMPIRE COMMUNICATIONS CORPORATION
(Formerly Litigation Economics, Inc.)
(A Development Stage company)
Statements of Operations
</TABLE>
<TABLE> From Inception
For the Years Ended on April,27
December 31, 1995 through
December 31,
1999 1998 1999
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUE
$ - $ - $ -
___________ ___________ _____________
TOTAL REVENUES
EXPENSES
General and Administrative $ 10,156 - 10,156
----------- ------------ -------------
Total Expenses $ 10,156 - $ 10,156
OTHER INCOME (EXPENSE)
Interest Income $ 70 - 70
----------- ------------ -------------
Total Other Income (Expense) $ 70 - 70
LOSS FROM OPERATIONS $ (10,086) - (57,662)
----------- ------------ -------------
DISCONTINUED OPERATIONS
Loss on sale of subsidiary $ - (81,422) (106,506)
----------- ------------ -------------
Total Discontinued Operations $ - (81,422) (106,506)
----------- ------------ -------------
NET LOSS $ (10,086) $ (81,422) $ (116,592)
=========== ============= =============
BASIC NET LOSS PER SHARE
Loss from operations
Discontinues operations $ (0.00) $ (0.03)
----------- -------------
Basic Net Loss Per Share $ (0.00) $ (0.03)
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
EMPIRE COMMUNICATIONS CORPORATION
(Formerly Litigation Economics, Inc.)
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
<TABLE> Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
<S> <C> <C> <C> <C>
Balance, April 27, 1995 - $ - $ - $ -
Common stock issued for
cash at $0.001 per share 2,000,000 2,000 (1,000) -
Recapitalization of
G.E.C., Inc. 1,000,000 1,000 4,000 -
Net loss for the period
ended December 31, 1996 - - - (5,125)
----------- -------- ----------- -------------
Balance, December 31, 1996 3,000,000 3,000 3,000 (5,125)
Common stock issued for
cash at $1.00 per share 200,000 200 99,800 -
Net loss for the year ended
December 31, 1997 - - - (19,959)
----------- -------- ----------- -------------
Balance, December 31, 1997 3,200,000 200 102,800 (25,084)
Net loss for the year ended
December 31, 1998 - - - (81,422)
----------- -------- ----------- -------------
Balance, December 31, 1998 3,200,000 3,200 102,800 (106,506)
Common Stock issued for cash
at $0.001 per share 20,000,000 20,000 - -
Net loss for the year ended
December 31, 1999 - - - (10,086)
----------- -------- ----------- -------------
Balance, December 31, 1999 23,200,000 $ 23,200 $ 102,800 $ (116,592)
</TABLE> =========== ======== =========== =============
The accompanying notes are an integral part of these
financial statements.
<PAGE>
EMPIRE COMMUNICATIONS CORPORATION
(Formerly Litigation Economics, Inc.)
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
From
Inception on
April 27,
For the Years ended 1995 through
December 31, December 31,
1999 1998 1999
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (10,086) $ (81,422) $ (116,592)
Adjustments to reconcile net loss to net
cash used by operating activities:
Loss on sale of subsidiary - 58,930 58,930
Changes in assets and liabilities:
Increase in accounts payable 4,569 506 5,075
____________ ___________ ____________
Net Cash (Used) by
Operating activities (5,517) (21,986) (52,587)
____________ ___________ ____________
CASH FLOWS FROM INVESTING ACTIVITIES
Expense paid in conjunction with
Sale of subsidiary - 16,912 16,912
Investment in subsidiary - - (75,842)
____________ ___________ ____________
Net Cash Used by Investing Activities - - (58,930)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash acquired in recapitalization
of subsidiary - - 5,000
Common stock issued for cash 20,000 - 121,000
____________ ___________ ____________
Net Cash Provided by Financing
Activities 20,000 - 126,000
____________ ___________ ____________
NET INCREASE (DECREASE) IN CASH 14,483 (5,074) 14,483
CASH AT BEGINNING OF PERIOD - 5,074 -
____________ ___________ ____________
CASH AT END OF PERIOD $ 14,483 $ (5,074) $ 14,483
============ =========== ============
CASH PAID FOR:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
EMPIRE COMMUNICATIONS CORPORATION
(Formerly Litigation Economics, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Operating History
The Company was incorporated in the State of Nevada on April 27,
1995, under the name of Landmark Leasing, Corp.
The Company planned on operating as a leasing company of
residential property, commercial property, vehicles, and related
activities. The Company has discontinued pursuing any of these
activities and accordingly remains a development stage company.
The Company changed its name to Litigation Economics, Inc. on
December 22, 1996. The Company changed its name to Empire
Communications Corporation on March 23, 1998.
On December 22, 1996, the Company acquired all of the outstanding
stock of G.E.C., Inc., (the Subsidiary) for 1,000,000 shares of
the Company's common stock valued at $.001 per share or $1,000
which represented the capital contributed to the subsidiary. The
acquisition of the Subsidiary was recorded as a recapitalization
of the Subsidiary, whereby the acquired company is treated as the
surviving entity for accounting purposes. The Subsidiary was
formed on July 31, 1996 in the State of Idaho. The Subsidiary
engaged in the field of economic advising and consulting and
commenced principal business operations during 1997. Accordingly,
the subsidiary was also considered a development stage company.
On December 1, 1998, the Company sold all of the outstanding stock
of the Subsidiary for $16,911.
Summary of Significant Accounting Policies
a. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has selected a December 31,
year end.
<PAGE>
EMPIRE COMMUNICATIONS CORPORATION
(Formerly Litigation Economics, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
b. Basic Net Loss Per Share
The computation of basic loss per share of common stock is based
on the weighted average number of shares outstanding at the date
of the consolidated financial statements.
<TABLE>
December 31 ,
1999 1998
<S> <C> <C>
Numerator (loss) $ (10,086) $ (81,422)
Denominator - shares 18,597,260 2,060,274
----------------- ---------------
Loss per share $ (0.00) $ (0.04)
</TABLE>
<PAGE>
EMPIRE COMMUNICATIONS CORPORATION
(Formerly Litigation Economics, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
c. Provision for Taxes
At December 31, 1999, the Company has net operating loss
carryforwards of approximately $116,000 that may be offset
against future taxable income through 2019. No tax benefit has been
reported in the consolidated financial statements, because the
Company believes there is a 50% or greater chance the operating
loss carryforwards will expire unused. Accordingly, the potential
tax benefits of the operating loss carryforwards are offset by a
valuation allowance of the same amount.
d. Cash and Cash Equivalents
For purposes of the financial statement presentation, the Company
considers all highly liquid investments with a maturity of three
months or less to be cash equivalents.
e. 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.
f. Revenue Recognition
The Company currently has no source of revenues. Revenue
recognition policies will be determined when principal operations
begin.
<PAGE>
EMPIRE COMMUNICATIONS CORPORATION
(Formerly Litigation Economics, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 2 - COMMON STOCK OPTIONS
In October of 1996, the Board of Directors adopted the 1996 Stock
Option Plan (the "Plan"), allowing the Company to offer its key
employees, officers, directors, consultants, and sales
representatives an opportunity to acquire a proprietary interest
in the Company. The total number of shares reserved and available
for distribution under the Plan were 400,000 shares. These shares
will underlie the Options issued by the Company pursuant to the
Plan. The Option holders will not be protected against dilution
if the Company should issue additional shares of common stock in
the future. Neither the Options, nor the shares underlying the
Options have pre-emptive rights. The plan was amended on March
13, 1998 to increase the shares available under the plan to
800,000 shares. As of December 31, 1999, no activity has
transpired with regard to the Plan.
NOTE 3 - GOING CONCERN
The Company's consolidated 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.
However, the Company does not have significant cash and has not
had significant operations. To date, the Company has been able to
cover operating costs with existing financial resources. The
Company is seeking a merger with an existing, operating Company.
In the interim, officers of the Company have committed to make
capital contributions or advances to the Company should additional
funds be needed to pay operating expenses.
NOTE 4 - STOCK TRANSACTIONS
On March 13, 1998, the Company approved a 1-for-2 stock split in
the form of a 100% stock dividend paid to shareholders of record
on March 1, 1998. These financial statements have been
retroactively restated to reflect the change.
On March 25, 1999, the Company issued 20,000,000 shares of common
stock for $20,000 (par values $0.001) to a related party.
<PAGE>
EMPIRE COMMUNICATIONS CORPORATION
(Formerly Litigation Economics, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 5 - DISCONTINUED OPERATIONS
On December 31, 1998 the Company agreed to sell all of its
ownership of G.E.C., Inc. to a third party for $16,911 in the form
of the assumption of the debts of the Company.
<TABLE>
From Inception on
For the April 27,
Year ended 1995 Through
December 31, December 31,
1998 1998
------------ ---------------
<S> <C> <C>
REVENUES $ - $ -
------------ ---------------
EXPENSES
General and administrative 22,492 47,576
------------ ---------------
Total Expenses 22,492 47,576
------------ ---------------
LOSS FROM OPERATIONS (22,492) (47,576)
------------ ---------------
LOSS ON SALE OF SUBSIDIARY (58,930) (58,930)
------------ ---------------
NET LOSS FROM
DISCONTINUED OPERATIONS $ (81,422) $ (106,506)
============ ===============
No Income Tax benefit has been attributed to the loss from
discontinued operations.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001025707
<NAME> EMPIRE COMMUNICATIONS CORPORATION
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 14,483
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 14,483
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 14,483
<CURRENT-LIABILITIES> 5,075
<BONDS> 0
<COMMON> 23,200
0
0
<OTHER-SE> (13,792)
<TOTAL-LIABILITY-AND-EQUITY> 14,483
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,156
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (70)
<INCOME-PRETAX> (10,086)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,086)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
