MICRO-HYDRO POWER, INC. 10KSB 1996
U. S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1996.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission File No. 0-21733
MICRO-HYDRO POWER, INC.
(Name of Small Business Issuer in its Charter)
UTAH 87-0369035
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
5525 South 900 East, Suite 110
Salt Lake City, UT 84117
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 262-8844
N/A
(Former Name or Former Address, if changed since last Report)
Securities Registered under Section 12(b) of the Exchange Act: None.
Securities Registered under Section 12(g) of the Exchange Act: One Hundredth
of One Mill ($0.00001) par value common voting stock
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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.
(1) Yes X No (2) Yes No X
--- --- --- ---
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-
KSB or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year:
December 31, 1996 - $ - 0 -
State the aggregate market value of the common voting stock held by
non-affiliates computed 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 days:
March 25, 1997 - $1.49 There are approximately 149,027 shares of common
voting stock of the Registrant held by non-affiliates. During the past five
years, there has been no "public market" for shares of common stock of the
Company, so the Company has arbitrarily valued these shares on the basis of par
value(.00001) per share.
<PAGE>
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
None; Not Applicable.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date:
March 25, 1997
300,010*
*Reflects a 100 for 1 reverse split of the outstanding voting securities of the
Company, effective July 23, 1996, while retaining the authorized capital at $300
divided into 30,000,000 shares of $0.00001 par value common voting stock, with
appropriate adjustments in the stated capital and capital surplus accounts of
the corporation, and resulting in a total of 300,000 shares of $0.00001 par
value common voting stock being issued and outstanding; provided, however, that
no stockholder's holdings shall be reduced to less than 100 shares as a result
of the reverse split; and provided, however, further, the 100 share minimum
shall be as determined by the President, whether on a stockholder or per
certificate basis.
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained in Item 13
of this Report.
Transitional Small Business Issuer Format Yes X No
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<PAGE>
PART I
Item 1. Description of Business.
Business Development
- --------------------
Micro-Hydro Power, Inc. (the "Company") was organized under the laws of the
State of Utah on September 23, 1980, under the name Surety Gold, Inc." The
Company was incorporated for the primary purpose of investing in all phases of
the natural resource mining industry. The Company was initially authorized to
issue a total of 30,000,000 shares of common stock having a par value of
($0.00001) per share, with fully-paid stock not to be liable for further call or
assessment. Copies of the Company's initial Articles of Incorporation, Articles
of Amendment to the Articles of Incorporation and Bylaws are attached as
exhibits to the Registration Statement on Form 10-SB, as filed on November 15,
1996 and are incorporated herein by this reference.
See the Exhibit Index, Part III.
At the Company's inception, the Board of Directors authorized the issuance
of 4,559,022 "unregistered" and "restricted" shares of its common stock to
directors, executive officers and persons who may be deemed to have been
promoters or founders of the Company for the total consideration of $21,578.68.
On November 10, 1980, the Company filed with the Secretary of State of the
State of Utah an Article of Amendment to the Articles of Incorporation which
changed the name of the Company to Micro-Hydro Power, Inc. The date of the
adoption of the amendment by the shareholders was October 13, 1980, at the time,
there were 4,559,022 shares of stock outstanding in the company, with no classes
or series, all of such stock being denominated as common voting stock. All of
said shares were voted in favor of the amendment being 4,559,022 shares voting
in the affirmative. The Amendment does not provide for an exchange,
reclassification or cancellation of issued shares or a change in the amount of
stated capital. A copy of the Articles of Amendment to the Articles of
Incorporation is attached as an exhibit to the Registration Statement on Form
10-SB, as filed on November 15, 1996 and is incorporated herein by this
reference. See the Exhibit Index, Part III.
Beginning December 8, 1980, and pursuant to an exemption provided in
Section 3(a)(11) of the Securities Act of 1933, as amended (the "1933 Act"), and
Section 61-1-10 of the Utah Uniform Securities Act, the Company publicly offered
and sold an aggregate total of 10,000,000 shares of its common stock to public
investors who were residents of the State of Utah, at a price of ($0.01) per
<PAGE>
share. The offering was completed on December 8, 1981, with the Company
receiving aggregate gross proceeds of $100,000, before payment of legal,
accounting and printing expenses. A copy of the Offering Circular that the
Company used in connection with this offering is attached as an exhibit to the
Registration Statement on Form 10-SB, as filed on November 15, 1996 and is
incorporated herein by this reference. See the Exhibit Index, Part III.
Following the completion of its public offering, the Company entered into
two phases of business activity: the research, development, sale, manufacture,
distribution, maintenance, and operation of micro-hydro power units which
consist of water-powered electrical generating machines, and the engagement in
all aspects of the natural resource mining industry. These operations were
unsuccessful and the Company ceased business operations in November of 1988.
On September 20, 1996, the Company filed with the Secretary of State of the
State of Utah Articles of Amendment to its Articles of Incorporation, which
provided for a reverse split the Company's 30,000,000 of $0.00001 par value
common stock on a basis of one for 100, while retaining the authorized shares at
30,000,000 and the par value at $0.00001 per share, with appropriate adjustments
being made in the additional paid in capital and stated capital accounts of the
corporation, resulting in a total of 300,010 shares of $0.00001 par value common
voting stock being issued and outstanding; provided, however, that no
stockholders holding shall be reduced to less than 100 shares as a result of the
reverse split; and provided, however, further, the 100 share minimum shall be as
determined by the President, whether on a stockholder or per certificate basis.;
and (ii) the amendment adopting the reverse split of the Company's common stock
was adopted by the stockholders at a meeting held July 23, 1996, at which time,
15,123,100 of the Company's 30,000,000 issued and outstanding shares of common
stock voted in favor of the reverse split; and (iii) The amendment was not
adopted by the incorporators or the Board of Directors without stockholder
action. A copy of the Articles of Amendment to the Articles of Incorporation
effecting these changes is attached as an exhibit to the Registration Statement
on Form 10-SB, as filed on November 15, 1996, and is incorporated herein by this
reference. See the Exhibit Index, Part III
Business.
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The Company has had no business operations since approximately November
1988. To the extent that the Company intends to continue to seek the acquisition
of assets, property or business that may benefit the Company and its
stockholders, the Company is essentially a "blank check" company. Because the
Company has virtually no assets, conducts no business and has no employees,
management anticipates that any such acquisition would require the Company to
issue shares of its common stock as the sole consideration for the acquisition.
This may result in substantial dilution of the shares of current stockholders.
The Company's Board of Directors shall make the final determination whether to
complete any such acquisition; the approval of stockholders will not be sought
unless required by applicable laws, rules and regulations, the Company's
Articles of Incorporation or Bylaws, or by contract. The Company makes no
assurance that any future enterprise will be profitable or successful.
Risk Factors
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In any business venture, there are substantial risks specific to the
particular enterprise and which cannot be ascertained until a potential
acquisition, reorganization or merger candidate has been identified; however, at
a minimum, the Company's present and proposed business operations will be highly
speculative and subject to the same types of risks inherent in any new or
unproven venture, and will include those types of risk factors outlined below.
Limited Assets; No Source of Revenue. The Company has virtually no assets
and has had no revenues since before November 1988. Nor will the Company receive
any revenues until it completes an acquisition, reorganization or merger, at the
earliest. The Company can provide no assurance that any acquired business will
produce any material revenues for the Company or its stockholders or that any
such business will operate on a profitable basis.
"Going Concern" Opinion of Independent Auditor. In its Independent
Auditors' Report, dated February 9, 1997, on the Company's financial statements
for the years ended December 31, 1996 and 1995, the Company's independent
auditor has expressed uncertainty as to the likelihood of the Company's
continuing as a going concern. This opinion is based on the Company's
substantial accumulated losses from operations, its lack of assets and its net
working capital deficiency. See the Index to Financial Statements, Note 2.
<PAGE>
Discretionary Use of Proceeds; "Blank Check" Company. Because the Company
is not currently engaged in any substantive business activities, as well as
management's broad discretion with respect to the acquisition of assets,
property or business, the Company may be deemed to be a "blank check" company.
Although management intends to apply substantially all of the proceeds that it
may receive through the issuance of stock or debt to a suitable acquisition,
subject to the criteria identified above, such proceeds will not otherwise be
designated for any more specific purpose. The Company can provide no assurance
that any allocation of such proceeds will allow it to achieve its business
objectives.
Absence of Substantive Disclosure Relating to Prospective Acquisitions.
Because the Company has not yet identified any assets, property or business that
it may potentially acquire, potential investors in the Company will have
virtually no substantive information upon which to base a decision whether or
not to invest in the Company. Potential investors would have access to
significantly more information if the Company had already identified a potential
acquisition or if the acquisition target had made an offering of its securities
directly to the public. The Company can provide no assurance that any investment
in the Company will not ultimately prove to be less favorable than such a direct
investment.
Unspecified Industry and Acquired Business; Unascertainable Risks. To date,
the Company has not identified any particular industry or business in which to
concentrate its acquisition efforts. Accordingly, prospective investors
currently have no basis to evaluate the comparative risks and merits of
investing in the industry or business in which the Company may invest. To the
extent that the Company may acquire a business in a highly risky industry, the
Company will become subject to those risks. Similarly, if the Company acquires a
financially unstable business or a business that is in the early stages of
development, the Company will become subject to the numerous risks to which such
businesses are subject. Although management intends to consider the risks
inherent in any industry and business in which it may become involved, there can
be no assurance that it will correctly assess such risks.
Uncertain Structure of Acquisition. Management has had no preliminary
contact or discussions regarding, and there are no present plans, proposals or
arrangements to acquire any specific assets, property or business. Accordingly,
it is unclear whether such an acquisition would take the form of an exchange of
capital stock, a merger or an asset acquisition. However, because the Company
has virtually no resources as of the date of this Report, management expects
that any such acquisition would take the form of an exchange of capital stock.
State Restrictions on "Blank Check" Companies. A total of 36 states
prohibit or substantially restrict the registration and sale of "blank check"
companies within their borders. Additionally, 36 states use "merit review
powers" to exclude securities offerings from their borders in an effort to
screen out offerings of highly dubious quality. See Paragraph 8221, NASAA
Reports, CCH Topical Law Reports, 1990. The Company intends to comply fully with
all state securities laws, and plans to take the steps necessary to ensure that
any future offering of its securities is limited to those states in which such
offerings are allowed. However, these legal restrictions may have a material
adverse impact on the Company's ability to raise capital because potential
purchasers of the Company's securities must be residents of states that permit
the purchase of such securities. These restrictions may also limit or prohibit
stockholders from reselling shares of the Company's common stock within the
borders of regulating states.
By regulation or policy statement, eight states (Idaho, Maryland, Missouri,
Nevada, New Mexico, Pennsylvania, Utah and Washington) place various
restrictions on the sale or resale of equity securities of "blank check" or
"blind pool" companies. These restrictions include, but are not limited to,
heightened disclosure requirements, exclusion from "manual listing" registration
exemptions for secondary trading privileges and outright prohibition of public
offerings of such companies.
Further, all states (with the exception of Alabama, Delaware, Florida,
Hawaii, Illinois, Minnesota, Nebraska and New York) have adopted some form of
the Small Corporate Offering Registration Exemption ("SCOR") program, which
permits an issuer to notify the Securities and Exchange Commission of certain
offerings registered in such states by filing a Form D under Regulation D of the
Securities and Exchange Commission. States participating in the SCOR program
also allow applications for registration of securities by qualification by
filing a Form U-7 with the states' securities commissions. In most
jurisdictions, "blank check" and "blind pool" companies are not eligible for
participation in the SCOR program.
<PAGE>
Management to Devote Insignificant Time to Activities of the Company.
Members of the Company's management are not required to devote their full time
to the affairs of the Company. Because of their time commitments, as well as the
fact that the Company has no business, the members of management anticipate that
they will devote an insignificant amount of time to the activities of the
Company, at least until such time as the Company has identified a suitable
acquisition target.
Jenson Services, Inc., which is a consultant and stockholder of the
Company, has been and continues to be, involved in the promotion of other
entities that may be deemed to be "blank check" companies. Additionally, Jenson
Services provides financial consulting services to these companies.
Future Sales of Common Stock. Jenson Services, Inc., currently beneficially
owns 104,128 post-split shares of the common stock of the Company or
approximately 35 percent of its outstanding voting securities. As of April 2,
1998, all of Jenson Services Stock will have been officially owned for one
years, and subject to compliance with the applicable provisions of Rule 144 of
the Securities and Exchange Commission, Jenson Services may then commence to
sell up to one percent of the outstanding securities of the Company in any three
month period. Such sales could have a substantial adverse effect on any public
market that may then exist in the Company's common stock. Sales of any of these
shares by Jenson Services could severely affect the ability of the Company to
secure the necessary debt or equity funding for the Company's proposed business
operations. For additional information concerning the present market for shares
of common stock of the Company, see Part III, Item 9 of this Registration
Statement.
In addition, Hugh and Sharon Lambert collectively own 46,855 post-split
shares, or approximately 16 percent, of the Company's outstanding common stock.
These shares were acquired on or before 1984, and may be sold under the
applicable provisions of Rule 144 of the Securities and Exahange Commission. For
additional information concerning common stock ownership of Mr. and Mrs.
Lambert, see Part III, Item 9 of this Registration Statement.
Dilution. The issuance of an aggregate of 86,456 post-split shares of the
Company's common stock to Jenson Services in 1994 effected a "dilution" of the
holdings of the Company's other stockholders. Additionally, depending on the
nature and extent of services rendered, the Company may compensate Jenson
Services for any financial consulting services that they may perform for the
Company in the future. Because the Company currently has no resources, and is
unlikely to have any resources until it has completed a merger or acquisition,
management expects that any such compensation would take the form of an issuance
of the Company's stock to Jenson Services; this would further dilute the
holdings of the Company's other stockholders.
No Market for Common Stock; No Market for Shares. Although the Company
intends to submit for listing of its common stock on the OTC Bulletin Board of
the National Association of Securities Dealers, Inc. (the "NASD"), there is
currently no market for such shares; there can be no assurance that such a
market will ever develop or be maintained. Any market price for shares of common
stock of the Company is likely to be very volatile, and numerous factors beyond
the control of the Company may have a significant effect. In addition, the stock
markets generally have experienced, and continue to experience, extreme price
and volume fluctuations which have affected the market price of many small
capital companies and which have often been unrelated to the operating
performance of these companies. These broad market fluctuations, as well as
general economic and political conditions, may adversely affect the market price
of the Company's common stock in any market that may develop. See Item 5, Part
II, of this Report.
Risks of "Penny Stock." The Company's common stock may be deemed to be
"penny stock" as that term is defined in Reg. Section 240.3a51-1 of the
Securities and Exchange Commission. Penny stocks are stocks (i) with a price of
less than five dollars per share; (ii) that are not traded on a "recognized"
national exchange; (iii) whose prices are not quoted on the NASDAQ automated
quotation system (NASDAQ-listed stocks must still meet requirement (i) above);
or (iv) is an issuer with net tangible assets less than $2,000,000 (if the
issuer has been in continuous operation for at least three years) or $5,000,000
(if in continuous operation for less than three years), or with average revenues
of less than $6,000,000 for the last three years.
There has not been an "established public market" for the Company's common
stock for the past 6 years. At such time as the Company completes a merger or
acquisition transaction, if at all, it may attempt to qualify for listing on
either NASDAQ or a national securities exchange. However, at least initially,
any trading in its common stock will most likely be conducted in the
over-the-counter market in the "pink sheets" or the "Electronic Bulletin Board"
of the National Association of Securities Dealers, Inc. (the "NASD").
<PAGE>
There are presently no market makers for the Company's common stock. In the
event that it is unsuccessful, after completing a merger or acquisition
transaction, in obtaining a listing on NASDAQ or a national securities exchange,
it will seek a securities firm to make a market in its securities. If there is
only one market maker in the Company's securities, there is a risk that market
maker will dominate the market and set prices that are not based on competitive
forces.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in the Company's
common stock are urged to obtain and read such disclosure carefully before
purchasing any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange Commission
requires broker-dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of
such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
Involvement in Other "Blank Check" Companies.
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Quinton Hamilton, President and Director. Other than the Company, Mr.
Hamilton is the Secretary, Treasurer and Director of Olympus M.T.M. Corporation,
a Utah corporation. Mr. Hamilton has been involved as an officer and director of
Olympus M.T.M. Corporation since July 1996. At this time, Olympus M.T.M.
Corporation, Inc., may be deemed to be a "blank check" company. Other than the
aforementioned, Mr. Hamilton has been neither an officer, director of affiliate
of any other "blank check" companies for the previous five years.
Thomas J. Howells, Vice President and Director. Thomas J. Howells is
Vice-President and Director of the Company. Other than the Company, Mr. Howells
was Secretary, Treasurer and Director of Ro-Mac Gold, Ltd., a Nevada
corporation, now known as "Phoenix Associates Land Syndicate", from January 1996
until its reorganization in October 1996. Ro-Mac Gold, Ltd., may be deemed to
have been a "blank check" company until its reorganization. Mr. Howells was also
President and Director of React Systems, Inc., a Nevada Corporation from April
1995 to September 1995. During this period, React Systems, Inc. may have been
deemed to be a "blank check" company. Also, Mr. Howells is Secretary, Treasurer
and Director of United States Mining and Exploration, Inc., a Utah corporation.
At this time, United States Mining and Exploration, Inc. may be deemed to be a
"blank check" company. Other than the aforementioned, Mr. Howells has been
neither an officer, director of affiliate of any "blank check" companies for the
previous 5 years.
Kathleen L. Morrison, Secretary, Treasurer and Director. From November 1993
until its reorganization in April, 1995, Kathleen L. Morrison, was a director
and the Secretary/Treasurer of Westcott Financial Corporation, a Delaware
corporation, now known as "Entertainment Technologies & Programs, Inc.". ETPI is
publicly-held and may be deemed to have been a "blank check" company until its
reorganization in April of 1995. Mrs. Morrison was also the Secretary, Treasurer
and Director of Onasco Companies, Inc., a Utah corporation, now known as
Tengasco, Inc., from January 1995 until its reorganization in July, 1995.
Tengasco, Inc., is publicly held and may be deemed to have been a "blank check"
company until its reorganization. From July 1995, until its reorganization in
September, 1996, Kathleen L. Morrison, was a director and the
Secretary/Treasurer of Mason Oil Company, Inc., a Utah corporation. Until its
reorganization in September 1996, Mason Oil Company may have been deemed to be a
"blank check" company. Mrs. Morrison is currently President and Director of
Seafoods Plus, Inc., a Utah corporation which may be deemed a "blank check"
company. Other than the aforementioned, Mrs. Morrison has been neither an
officer, director or affiliate of any blank check companies for the previous
five years.
<PAGE>
Jenson Services, Inc., which is a consultant and stockholder of the
Company, has been and continues to be, involved in the promotion of other
entities that may be deemed to be "blank check" companies. Additionally, Jenson
Services provides financial consulting services to these companies.
Item 2. Description of Property.
The Company has no property or assets; its principal executive office
address and telephone number are the business office address and telephone
number of Jenson Services, Inc., a Utah corporation, and financial consulting
firm ("Jenson Services"), which are provided at no cost. See Item 1, Part I, of
this Report.
Item 3. Legal Proceedings.
The Company is not the subject of any pending legal proceedings; and to the
knowledge of management, no proceedings are presently contemplated against the
Company by any federal, state or local governmental agency.
Further, to the knowledge of management, no director or executive officer
is party to any action in which any has an interest adverse to the Company.
Item 4. Submission of Matters to a Vote of Security Holders.
On July 23, 1996, a special meeting of the stockholders of the Company was
held. Present in person or by proxy were 15,123,100 shares of common voting
stock, representing a quorum of the 30,000,000 issued and outstanding shares. It
was unanimously resolved, without any dissenting votes, as follows, to-wit:
1. That Jeffrey D. Jenson, Kathleen L. Morrison and Thomas J.
Howells be elected as directors until the next annual meeting
of the stockholders and until their successors shall be
elected and qualified, and that Mr. Jenson serve as President,
Mr. Howells serve as Vice President and Ms. Morrison serve as
Secretary; and
2. That the outstanding voting securities of the Company be reverse
split on the basis of 100 shares for one, while retaining the
authorized capital at $300 divided into 30,000,000 shares of
$0.00001 par value common voting stock, with appropriate
adjustments in the additional paid in capital and stated capital
accounts of the Company; provided, however, that no stockholder's
holdings shall be reduced to less than 100 shares as a result of
the reverse split; and provided, however, further, the 100 share
minimum shall be as determined by the President, whether on a
stockholder or per share basis.
<PAGE>
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
Market Information
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There is no "public market" for shares of common stock of the Company. The
Company intends to submit for a quotation of is common stock the OTC Bulletin
Board of the National Association of Securities Dealers ("NASD"); however,
management does not expect any public market to develop unless and until the
Company completes an acquisition or merger. In any event, no assurance can be
given that any market for the Company's common stock will develop or be
maintained. If a public market ever develops in the future, the sale of
"unregistered" and "restricted" shares of common stock pursuant to Rule 144 of
the Securities and Exchange Commission by past or present members of management
or others may have a substantial adverse impact on any such public market.
Holders
- -------
The number of record holders of the Company's common stock as of March 25,
1997 was 354; this number does not include an indeterminate number of
stockholders whose shares are held by brokers in street name. The number of
stockholders has been substantially the same during the past five years, and
presently.
<PAGE>
Dividends
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There are no present material restrictions that limit the ability of the
Company to pay dividends on common stock or that are likely to do so in the
future. The Company has not paid any dividends with respect to its common stock,
and does not intend to pay dividends in the foreseeable future.
Item 6. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation
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The Company has not engaged in any material operations in the period ending
December 31, 1996, or since on or before November 1988. The Company intends to
continue to seek out the acquisition of assets, property or business that may be
beneficial to the Company and its stockholders.
The Company's only foreseeable cash requirements during the next 12 months
will relate to maintaining the Company in good standing in the State of Utah,
and keeping its reports "current" with the Securities and Exchange Commission.
Management does not anticipate that the Company will have to raise additional
funds during the next 12 months.
Results of Operations
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The Company has had no operations since November 1988.
Liquidity
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The Company presently has no assets, cash or otherwise. It is anticipated
that the Company's expenses over the next 12 months will be advanced through
loans from either it's Officers and Directors or Jenson Services, Inc.
Item 7. Financial Statements.
For the periods ended December 31, 1996 and 1995
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Independent Auditors Report
Balance Sheets
Statement of Operations
Statement of Stockholders' Equity
Statement of Cash Flows
Notes to the Financial Statements
<PAGE>
MICRO-HYDRO POWER, INC.
Independent Auditors' Report
and
Financial Statements
December 31, 1996 and 1995
<PAGE>
MICRO-HYDRO POWER, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Page
Independent Auditors' Report. . . . . . . . . . . . . 1
Balance Sheet - December 31, 1996 and 1995. . . . . . 2
Statements of Operations for the
years ended December 31, 1996 and
December 31, 1995 . . . . . . . . . . . . . . . . . . 3
Statements of Stockholders' Deficit for
the years ended December 31, 1996 and
December 31, 1995 . . . . . . . . . . . . . . . . . . 4
Statements of Cash Flows for the
years ended December 31, 1996 and
December 31, 1995 . . . . . . . . . . . . . . . . . . 5
Notes to Financial Statements . . . . . . . . . . . . 6-8
</TABLE>
<PAGE>
MANTYLA, McREYNOLDS Donald G. Mantyla, C.P.A.
AND ASSOCIATED, C.P.A'S Kim G. McReynolds, C.P.A.
A Professional Corporation James C. Oveson, C.P.A.
-------------------
S. Andrew Trumbo, C.P.A.
Randall H. Gray, C.P.A.
Jon E. Lelegren, C.P.A.
Independent Auditors' Report
The Board of Directors and Shareholders
Micro-Hydro Power, Inc.
We have audited the accompanying balance sheets of Micro-Hydro Power, Inc.
as of December 31, 1996 and 1995, and the related statements of operations,
stockholders' deficit, and cash flows for the years ended December 31, 1996 and
1995. 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 audit.
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.
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 Micro-Hydro Power, Inc. as
of December 31, 1996 and 1995, and the results of their operations and their
cash flows for the years ended December 31, 1996 and 1995, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that
Micro- Hydro Power, Inc. will continue as a going concern. As discussed in note
2 to the financial statements, the Company has accumulated losses from
operations, has no assets, and has a net working capital deficiency that raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in note 2. The financial
statements do not include any adjustment that might result from the outcome of
this uncertainty.
/S/MANTYLA, McREYNOLDS & ASSOC.
Mantyla, McReynolds & Associates
Salt Lake City, Utah
February 9, 1997
<PAGE>
<TABLE>
<CAPTION>
MICRO-HYDRO POWER, INC.
Balance Sheet
December 31, 1996 and 1995
<S> <C> <C>
ASSETS 1996 1995
- ------ ---- ----
Assets $ -0- $ -0-
------ ------
Total Assets $ -0- $ -0-
===== ======
LIABILITIES AND STOCKHOLDERS' DEFECIT
- -------------------------------------
Current Liabilities:
Income taxes payable $ 100 $ 764
Accounts payable 2,894 2,619
Stockholder loan - Note 4 5,293 2,064
----- -----
Total Current Liabilities 8,287 5,447
Total Liabilities 8,287 5,447
Stockholders' Deficit:
Common stock, $.00001 par value;
authorized 30,000,000 shares; issued
and outstanding, 300,010 shares 3 3
Additional paid in capital 163,976 163,976
Accumulated deficit (172,266) (169,426)
-------- --------
Total Stockholders' Deficit (8,287) (5,447)
------ ------
Total Liabilities and
Stockholders' Deficit $ -0- $ -0-
====== ======
See accompanying notes to financial statements
2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MICRO-HYDRO POWER, INC.
Statements of Operations
For the Years Ended December 31, 1996 and December 31, 1995
<S> <C> <C>
1996 1995
---- ----
Revenue:
Revenues from operations $ -0- $ -0-
------- --------
Total Revenue -0- -0-
General and Administrative Expenses 2,640 2,064
----- -----
Net Income Before Taxes (2,640) (2,064)
Income/Franchise taxes 200 100
--- ---
Net loss $ (2,840) $ (2,164)
=========== ===========
Loss per share $ (.01) $ (.01)
=========== ===========
Weighted Average Shares Outstanding 300,010 300,010
======= =======
See accompanying notes to financial statements
3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MICRO-HYDRO POWER, INC.
Statements of Stockholders' Deficit
For the Years Ended December 31, 1996 and December 31, 1995
<S> <C> <C> <C> <C> <C>
Additional Net
Common Common Paid in Accumulated Stockholders'
Shares Stock Capital Deficit Deficit
Balance, December 31, 1994
Restated for split (note 5) 300,010 $ 3 $ 163,976 $ (167,262) $ (3,283)
Net loss for the year ended
December 31, 1995 (2,164) (2,164)
------ ------
Balance, December 31, 1995 300,010 $ 3 $ 163,976 $ (169,426) $ (5,447)
Net loss for the year ended
December 31, 1996 (2,840) (2,840)
--- ---- ------ ------
Balance, December 31, 1996 300,010 $ 3 $ 163,976 $ (172,266) $ (8,287)
=== ==== ======= ========= =========== =========== =========
See accompanying notes to financial statements
4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MICRO-HYDRO POWER, INC.
Statements of Cash Flows
For the Years Ended December 31, 1996 and December 31, 1995
<S> <C> <C>
1996 1995
---- ----
Cash Flows Provide by/(Used for)
Operating Activities:
Net Loss $ (2,840) $ (2,164)
Adjustments to reconcile net income
to net cash used for operating
activities:
Expenses paid on behalf
of company by a
stockholder 3,229 2,064
Increase in accounts payable 275
Increase(decrease)in taxes payable (664) 100
---- ---
Net Cash Used for Operating
Activities -0- -0-
- -
Net Increase in cash -0- -0-
Beginning Cash -0- -0-
- -
Ending Cash $ -0- $ -0-
======= =======
Supplemental Disclosure of Cash Flow Information
Cash paid during the periods for:
Interest $ -0- $ -0-
======= ======
Taxes $ 907 $ -0-
========= =======
See accompanying notes to financial statements
5
</TABLE>
<PAGE>
MICRO-HYDRO POWER, INC.
Notes to Financial Statements
December 31, 1996
Note 1 Organization and Summary of Significant Accounting Policies
(a) Organization
Micro-Hydro Power, Inc. [Company] incorporated under the laws of
the State of Utah in 1980. The Company was dissolved November,
1988 and reinstated by Court Order on or about October 20, 1995.
The Company was originally organized primarily for the research,
development, sale, manufacture, distribution, maintenance, and
operation of micro-hydro power units which consist of
water-powered electrical generating machines. The company has
been essentially dormant since 1988.
(b) Income Taxes
Effective April 1, 1993, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 109 [the
Statement], "Accounting for Income Taxes." The Statement requires
an asset and liability approach for financial accounting and
reporting for income taxes, and the recognition of deferred tax
assets and liabilities for the temporary differences between the
financial reporting bases and tax bases of the Company's assets
and liabilities at enacted tax rates expected to be in effect
when such amounts are realized or settled. The cumulative effect
of this change in accounting for income taxes as of December 31,
1996 is $0 due to the valuation allowance established as
described below.
(c) Net Loss Per Common Share
Net loss per common share is based on the weighted average number
of shares outstanding.
(d) Statement of Cash Flows
For purposes of the statements of cash flows, the Company
considers cash on deposit in the bank to be cash. The Company
has $0 cash at December 31, 1996.
6
<PAGE>
Note 2 Liquidity
The Company has accumulated losses through December 31, 1996
amounting to $172,266, has no assets, has a net working capital
deficiency of $8,287 at December 31, 1996, and does not
anticipate generating sufficient cash flows from operations to
meet the Company's cash requirements. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
Management plans include finding a well-capitalized merger
candidate to commence operations. The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.
Note 3 Income Taxes
The Company adopted Statement No. 109 as of April 1, 1993. Prior
years' financial statements have not been restated to apply the
provisions of Statement No. 109. No provision has been made in
the financial statements for income taxes because the Company has
accumulated substantial losses from operations.
The tax effects of temporary differences that give rise to
significant portions of the deferred tax asset at December 31,
1996 have no impact on the financial position of the Company. A
valuation allowance is provided when it is more likely than not
that some portion of the deferred tax asset will not be realized.
Because of the lack of taxable earnings history, the Company has
established a valuation allowance for all future deductible
temporary differences.
Note 4 Stockholder Loan
A stockholder has paid expenses on behalf of the company in the
amount of $3,229 during 1996 and $2,064 during 1995. The company
has recorded a liability for these expenses to the stockholder.
This unsecured loan bears no interest and is due on demand.
7
<PAGE>
Note 5 Reverse Stock Split
On July 23, 1996, the Company effected a reverse split of its
outstanding voting securities on the basis of 100 shares for one,
while retaining the authorized shares at 30,000,000 of $0.00001
par value, with appropriate adjustments in additional paid-in
capital and stated capital accounts. No stockholder's holdings
were reduced to less than 100 shares as a result of the reverse
split,as determined by the Company's President, whether on a
stockholder or per certificate basis. The rounding resulted in
300,010 shares of stock outstanding after the reverse split. All
disclosures in the financial statements, with respect to the
number of shares outstanding, are presented in post-split
denominations.
8
<PAGE>
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None; Not Applicable.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Identification of Directors and Executive Officers
- --------------------------------------------------
The following table sets forth, in alphabetical order, the names and the
nature of all positions and offices held by all directors and executive officers
of the Company for the Company years ending December 31, 1995 and 1996, and to
the date hereof, and the period or periods during which each such director or
executive officer served in his or her respective positions.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- --------- ----------- --------------
Quinton N. Hamilton President 09-03-96 *
& Director
Thomas J. Howells Vice President 04-19-96 *
& Director
Jeff D. Jenson President 12-22-93 09-03-96
& Director
Travis T. Jenson Vice President 11-15-94 08-12-96
& Director
Kathleen L. Morrison Secretary, Treasurer 12-22-93 *
& Director
</TABLE>
*These persons presently serve in the capacities indicated opposite their
respective names.
Term of Office
- --------------
The term of office of the current directors shall continue until the annual
meeting of stockholders, which has been scheduled by the Board of Directors to
be held in May of each year. The annual meeting of the Board of Directors
immediately follows the annual meeting of stockholders, at which officers for
the coming year are elected.
Business Experience
- -------------------
Quinton Hamilton, Secretary, Treasurer and Director is 25 years old. Mr.
Hamilton attended the University of Utah from 1990 to 1995, at which time he
graduated with a B.A. Mr. Hamilton has been working as an account
representative/coordinator with the marketing firm of Scopes, Garcia and
Carlisle, located in Salt Lake City, Utah, for the past two years
<PAGE>
Thomas J. Howells, Director and Vice President is 24 years old. Mr. Howells
has been working as an investment consultant with Jenson Services, which is a
consultant to and a majority stockholder in the Company, for the past year. Mr.
Howells attended Westminster college of Salt Lake City from 1991 until 1995. Mr.
Howells received a B.A. degree from Westminster College 1993, at which time he
entered the M.B.A. program. In 1994, Mr. Howells received a Reserve Forces
Commission as a Second Lieutenant with Military Intelligence.
Kathleen L. Morrison, Director and Secretary/Treasurer. Mrs. Morrison is 40
years old. For the past four years, she has been the office manager for two
persons, one of which is Jenson Services, which is a consultant to and a
majority stockholder of the Company. For seven years, she was the editor of
"Super Group," a vertical market computer magazine targeting HP3000 users. Ms.
Morrison received a B.A. degree from Colorado State University in 1978.
Family Relationships
- --------------------
Jeff D. Jenson and Travis T. Jenson, whom are former officers and directors
of the Company are brothers. Jeff D. and Travis T. Jenson are also employees of
Jenson Services, Inc. a consultant to the Company. In addition, Jeff D. Jenson
is Vice-President of Jenson Services.
Involvement in Certain Legal Proceedings
- ----------------------------------------
Except as indicated below and to the knowledge of management, during the
past five years, no present or former director, person nominated to become a
director, executive officer, promoter or control person of the Company:
(1) Was a general partner or executive officer of any business by or
against which any bankruptcy petition was filed, whether at the time of such
filing or two years prior thereto;
(2) Was convicted in a criminal proceeding or named the subject of a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) Was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting, the
following activities:
(i) Acting as a futures commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, associated person of any of the foregoing, or as an investment
adviser, underwriter, broker or dealer in securities, or as an affiliated
person, director or employee of any investment company, bank, savings and loan
association or insurance company, or engaging in or continuing any conduct or
practice in connection with such activity;
(ii) Engaging in any type of business practice; or
(iii) Engaging in any activity in connection with the purchase or sale of
any security or commodity or in connection with any violation of federal or
state securities laws or federal commodities laws;
(4) Was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any federal or state authority barring,
suspending or otherwise limiting for more than 60 days the right of such person
to engage in any activity described above under this Item, or to be associated
with persons engaged in any such activity;
(5) Was found by a court of competent jurisdiction in a civil action or by
the Securities and Exchange Commission to have violated any federal or state
securities law, and the judgment in such civil action or finding by the
Securities and Exchange Commission has not been subsequently reversed,
suspended, or vacated; or
(6) Was found by a court of competent jurisdiction in a civil action or by
the Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.
<PAGE>
Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------
In con-junction with Section 16(a) of the Exchange act, the following table
identifies the "reporting persons" which have filed Form 3, "Initial Statement
of Beneficial Ownership of Securities".
<TABLE>
<CAPTION>
<S> <C> <C>
"Reporting Person" Relationship to Company Date of Filing
Quinton N. Hamilton President and Director 04-01-96
Thomas J. Howells Vice President and Director 04-01-96
Kathleen L. Morrison Sec'y, Treasurer and Director 04-01-96
Jenson Services, Inc. 10% Owner 04-01-96
Hugh Lambert 10% Owner 04-01-96
Jeffrey D. Jenson President and Director 04-01-96
Travis T. Jenson Vice President and Director 04-01-96
</TABLE>
<PAGE>
Item 10. Executive Compensation.
Cash Compensation
- -----------------
The following table sets forth the aggregate compensation paid by the
Company for services rendered during the periods indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Years or Other Restricted Option/ LTIP All
Principal Periods $ $ Annual Stock SAR's Payouts Other
Position Ended Salary Bonus Compen- Awards (#) ($) Compensa-
1994, sation($) tion ($)
1995 &
1996
Quinton
Hamilton 0 0 0 0 0 0 0 0
President, 0 0 0 0 0 0 0 0
Director 0 0 0 0 0 0 0 0
Thomas
J. Howells 0 0 0 0 0 0 0 0
Vice 0 0 0 0 0 0 0 0
President 0 0 0 0 0 0 0 0
& Director
Kathleen L.0 0 0 0 0 0 0 0
Morrison 0 0 0 0 0 0 0 0
Secretary, 0 0 0 0 0 0 0 0
Treasurer,
&Director
Jeffrey
D. Jenson 0 0 0 0 0 0 0 0
President 0 0 0 0 0 0 0 0
& Director 0 0 0 0 0 0 0 0
Travis 0 0 0 0 0 0 0 0
T. Jenson 0 0 0 0 0 0 0 0
Vice 0 0 0 0 0 0 0 0
President
& Director
</TABLE>
<PAGE>
*No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to the Company's management during the Company's
years ending December 31, 1996, 1995 or 1994, or the period ending on the date
of this Report. Further, no member of the Company's management has been granted
any option or stock appreciation right; accordingly, no tables relating to such
items have been included within this Item. See the Summary Compensation Table of
this Item.
Compensation of Directors
- -------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No additional
amounts are payable to the Company's directors for committee participation or
special assignments.
There are no arrangements pursuant to which any of the Company's directors
was compensated during the Company's last completed fiscal year or the previous
two fiscal years for any service provided as director. See the Summary
Compensation Table of this Item.
Termination of Employment and Change of Control Arrangement
- -----------------------------------------------------------
There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in the Summary
Compensation Table set out above which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of such person's employment with the Company or its subsidiaries, or
any change in control of the Company, or a change in the person's
responsibilities following a change in control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
<PAGE>
Security Ownership of Certain Beneficial Owners
- -----------------------------------------------
The following table sets forth the shareholdings of those persons who own
more than five percent of the Company's common stock as of the date hereof:
<TABLE>
<CAPTION>
Number and Percentage*
of Shares Beneficially Owned
----------------------------
Name and Address # of Shares % of Class
- ---------------- -------------------- ---------
<S> <C> <C>
Jenson Services, Inc. 104,128 35%
5525 S. 900 E. Ste. 110
S.L.C., UT 84117
Hugh and Sharon Lambert 46,855 16%
1670 E. Hidden Valley Club Circle
Sandy, UT 84092
</TABLE>
*Retroactively reflects 100 for one reverse split effective July 23,
1996.
Security Ownership of Management
- --------------------------------
The following table sets forth the shareholdings of the Company's directors
and executive officers as the date hereof:
<TABLE>
<CAPTION>
Number and Percentage*
of Shares Beneficially Owned
----------------------------
Name and Address # of Shares % of Class
- ---------------- -------------------- ---------
<S> <C> <C>
Quinton Hamilton 0 0
2100 E. Bengal Blvd., Apt. H304
S.L.C., UT 84121
Thomas J. Howells 0 0
2071 E. Royal Harvest Way #11
S.L.C., UT 84121
Kathleen L. Morrison 0 0
9352 Sterling Dr.
Sandy, UT 84093
Jeffrey D. Jenson** 104,128 35%
Jenson Services, Inc.
5525 S. 900 E. #110
S.L.C., UT 84117
Travis T. Jenson 0 0
5525 S. 900 E. #110
S.L.C., UT 84117
</TABLE>
*Retroactively reflects 100 for one reverse split effective July 23, 1996.
**These individuals may be considered beneficial owners of the aforementioned
shares due to certain business relationships.
<PAGE>
Changes in Control
- ------------------
There are no present arrangements or pledges of the Company's securities
which may result in a change in its control.
Item 12. Certain Relationships and Related Transactions.
Transactions with Management and Others
- ---------------------------------------
Except as indicated in Item 1, Part I, "Business Development," there were
no material transactions, or series of similar transactions, during the
Company's last three fiscal years, or any currently proposed transactions, or
series of similar transactions, to which the Company or any of its subsidiaries
was or is to be a party, in which the amount involved exceeded $60,000 and in
which any director, executive officer or any security holder who is known to the
Company to own of record or beneficially more than five percent of any class of
the Company's common stock, or any member of the immediate family of any of the
foregoing persons, had an interest.
Certain Business Relationships
- ------------------------------
Except as indicated in Item 1, Part I, "Business Development," there were
no material transactions, or series of similar transactions, during the
Company's last three calendar years, or any currently proposed transactions, or
series of similar transactions, to which it or any of its subsidiaries was or is
to be a party, in which the amount involved exceeded $60,000 and in which any
director, executive officer or any security holder who is known to the Company
to own of record or beneficially more than five percent of any class of its
common stock, or any member of the immediate family of any of the foregoing
persons, had an interest.
<PAGE>
Indebtedness of Management
- --------------------------
Except as indicated in Item 1, Part I, "Business Development," there were
no material transactions, or series of similar transactions, during the
Company's last three calendar years, or any currently proposed transactions, or
series of similar transactions, to which it or any of its subsidiaries was or is
to be a party, in which the amount involved exceeded $60,000 and in which any
director, executive officer or any security holder who is known to the Company
to own of record or beneficially more than five percent of any class of its
common stock, or any member of the immediate family of any of the foregoing
persons, had an interest.
Transactions with Promoters
- ---------------------------
Except as indicated in Item 1, Part I, "Business Development," there were
no material transactions, or series of similar transactions, during the
Company's last three calendar years, or any currently proposed transactions, or
series of similar transactions, to which it or any of its subsidiaries was or is
to be a party, in which the amount involved exceeded $60,000 and in which any
promoter or founder or any member of the immediate family of any of the
foregoing persons, had an interest.
Item 13. Exhibits and Reports on Form 8-K.
Reports on Form 8-K
- -------------------
None; Not Applicable.
<TABLE>
<CAPTION>
Exhibits*
- --------
<S> <C>
(3.1) Initial Articles of Incorporation**
(3.2) Articles of Amendment to the Articles of Incorporation
dated 11-07-80**
(3.3) Articles of Amendment to the Articles of Incorporation
dated 09-20-96**
(3.4) By-Laws**
</TABLE>
*A summary of any Exhibit is modified in its entirety by reference to the
actual Exhibit.
**These documents and related exhibits were filed with the Securities and
Exchange Commission as exhibits to the Company's Registration Statement on Form
10-SB on November 15, 1996 and are incorporated herein by this reference.
<PAGE>
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.
MICRO HYDRO POWER, INC.
Date:/S/3-31-96 By/S/Quinton Hamilton
Quinton N. Hamilton, President
and Director
Date:/S/3-31-96 By/S/Thomas J. Howells
Thomas J. Howells, Vice President
and Director
Date:/S/3-31-96 By/S/Kathleen L. Morrison
Kathleen L. Morrison,
Sec'y/Treasurer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
MICRO-HYDRO POWER, INC.
Date: By/S/ 3-31-96 By/S/Quinton Hamilton
Date: By/S/ 3-31-96 By/S/Thomas J. Howells
Date: By/S/ 3-31-97 By/S/Kathleen L. Morrison
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001026488
<NAME> MICRO HYDRO POWER, INC.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 8,287
<BONDS> 0
0
0
<COMMON> 3
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,840
<LOSS-PROVISION> 2,840
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,840)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
