MICRO-HYDRO POWER, INC. 10KSB 1997
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, 1997.
[ ] 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)
DELAWARE 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 and One Tenth of One Mil
($0.0001) par value preferred 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 X No
--- --- --- ---
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, 1997 - $ - 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 16, 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. There are no shares of the Company's preferred either
issued or outstanding.
<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:
Common Voting Stock
March 16, 1998
300,010
Preferred Stock
March 16, 1998
0
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
--- ---
<PAGE>
PART I
Item 1. Description of Business.
Business Development
- --------------------
For a discussion of the activities of Micro-Hydro Power, Inc., a Delaware
corporation (the "Company") and its predecessor, prior to the period covered by
this Report, see the Company's Registration Statement on Form 10-SB-A1, filed
with the Securities and Exchange Commission on March 4, 1997, and its Annual
Report on Form 10-KSB, for the calendar year ended December 31, 1996, filed
March 31, 1997.
A special meeting of the stockholders of the Company was held on December
16, 1997 at the hour of 10:00 o'clock a.m., Mountain Daylight Time, at 5525
South 900 East, Suite 110, Salt Lake City, Utah pursuant to a Notice of Special
Meeting of Stockholders (the "Meeting"). Present in person or by proxy were
151,983 shares of common voting stock of the 300,010 issued and outstanding
shares. The only matter to be presented to the Meeting had previously been
adopted by the unanimous resolution of the Board of Directors and was as
follows: (a) To change the domicile of the Company from the State of Utah to the
State of Delaware by merging the Company's predecessor, Micro-Hydro Power, Inc.,
a Utah corporation with and into the Company, which was its wholly-owned
subsidiary. The purpose of the change of domicile was to make the Company a more
attractive candidate for a merger or acquisition transaction. On November 12,
1997, the Company filed an Information Statement with the Securities and
Exchange Commission in connection with this meeting. The proposal was adopted by
a vote of 151,983 to none, and the change of domicile became effective on
January 29, 1998, which is after the period covered by this Report. It was also
resolved at the Meeting to proceed with the proposed reorganization with Apollo
Telecom Network ("Apollo"), a California corporation engaged in the business of
providing communication services to the general public. Apollo operates as a
switch based reseller of long distance communication services. Apollo's
marketing focuses primarily on small to medium sized commercial accounts with
operations located in Salt Lake City, Utah and Phoenix, Arizona. Apollo also
engages in the resale of pager and cellular phone services.
Business.
---------
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.
The Company currently has no business operations other than seeking the
acquisition of assets, property or business that may benefit the Company and its
stockholders. On June 12, 1997, the Company, Services, Inc., a Utah corporation
("Jenson Services"), and Apollo, executed a non-binding letter of intent
providing for the merger of a newly-formed wholly-owned subsidiary of Apollo
with and into the Company (the "Letter of Intent").
As of the date hereof, the parties have not executed any difinitive,
binding Plan of Reorganization incorporating the terms of the Letter of Intent,
and there can be no assurance that such a Plan will ever be executed or that, if
executed, such a transaction will be completed.
<PAGE>
Principal Products or Services and Markets
------------------------------------------
The Company currently offers no principal products or services and has not
been engaged in any material operations in the period ending December 31, 1997
or since on or before November 1988.
Distribution methods of the products or services;
-------------------------------------------------
None; not applicable.
Status of any publicly announced new product or service
-------------------------------------------------------
None; not applicable.
Competitive business conditions and the small business issuer's competitive
position in the industry and methods of competition
---------------------------------------------------
None; not applicable.
Sources and availability of raw materials and the names of principal
suppliers
---------
None; not applicable.
Dependence on one or a few major customers
------------------------------------------
None; not applicable.
Patents, trademarks, licenses, franchises, concessions, royalty agreements
or labor contracts, including duration
--------------------------------------
None; not applicable.
Need for any government approval of principal produts or services
-----------------------------------------------------------------
None; not applicable.
Effect of existing or probable governmental regulations on the business
-----------------------------------------------------------------------
None; not applicable.
Time spend during the last two fiscal years on research and development
activities
----------
None; not applicable;
Costs and effects of compliance with environmental laws
-------------------------------------------------------
None; not applicable.
Number of total employees and number of full time employees
-----------------------------------------------------------
None; not applicable.
<PAGE>
Risk Factors
- -------------
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 and a
reorganization with such a candidate completed; 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, 1997 and 1996, 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 Part I, Item 7, of this Report.
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. The
Company has identified a potential merger candidate; however, negotiations are
at a preliminary stage and until the Company has completed a transaction with
such entity or with another entity, 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 completed an
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. The operating company with whom the Company is in preliminary
negotiations with is involved in the telecommunications business. The
telecommunications business is extremely competitive in all of its phases. If
the Company were to complete the proposed merger, the Company must compete with
other companies that are larger and financially stronger. In addition, the
operating company is not a significant participant in the telecommunications
industry. There can be no assurances that the Company will complete this
proposed transaction, or that if such transaction is completed, the operations
will be successful. In the event that the Company completes its presently
contemplated acquisition, it will timely file a Current Report on form 8-K
discussing such transaction.
<PAGE>
Unspecified Industry and Acquired Business; Unascertainable Risks. The
Company has identified a potential merger candidate; however, negotiations are
at a preliminary stage and until the Company has completed a transaction with
such entity or with another entity, prospective investors will have no basis to
evaluate the comparative risks and merits of investing in the industry or
business in which the Company may invest. There can be no assurances that the
Company will complete this proposed transaction or that if it does, the
operations will be successful. In the event that the Company completes its
presently contemplated acquisition, it will timely file a Current Report on form
8-K discussing such transaction. However, until the filing of such a Current
Report, and in the event that the presently contemplated transaction is not
consummated, prospective investors will 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, such as the telecommunications 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.
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, 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, 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 the date of this Report, all
of Jenson Services' Stock will have been officially owned for one year, 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 Report.
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 in or before 1984, and may be sold under the
applicable provisions of Rule 144 of the Securities and Exchange Commission. For
additional information concerning common stock ownership of Mr. and Mrs.
Lambert, see Part III, Item 9 of this Report.
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 it 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's
common stock is listed on the OTC Bulletin Board of the National Association of
Securities Dealers, Inc. (the "NASD"), under the symbol "MHPI", there is
currently no established 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
Part II, Item 5, 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. The Company's common stock is quoted on the
"Electronic Bulletin Board" of the National Association of Securities Dealers,
Inc.(the "NASD"), under the symbol "MHPI".
<PAGE>
After completing a merger or acquisition transaction the Company 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.
- ---------------------------------------------
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 ("Olympus"). Mr. Hamilton has been involved as an officer and
director of Olympus since July 1996. At this time, Olympus, 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
("Ro-Mac"), now known as "Phoenix Associates Land Syndicate", from January 1996
until its reorganization in October 1996. Ro-Mac, 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 ("React"), from April
1995 to September 1995. During this period, React, 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 ("U.S. Mining").
At this time, U.S. Mining, may be deemed to be a "blank check" company. In
addition, Mr. Howells is Secretary/Treasurer and Director of Intercontinental
Strategic Minerals, Inc., a Utah Corporation ("ISM"). At this time, ISM may be
deemed to be a "blank check" company. Other than the aforementioned, Mr. Howells
has been neither an officer, director or affiliate of any "blank check"
companies for the previous 5 years.
<PAGE>
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).
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. ("Tengasco"), from January 1995 until its reorganization in
July, 1995. Tengasco 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 ("Mason
Oil"). 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.
Jenson Services, 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 a financial consulting firm and Utah corporation,
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.
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders.
A special meeting of the stockholders of the Company was held on December
16, 1997 at the hour of 10:00 o'clock a.m., Mountain Daylight Time, at 5525
South 900 East, Suite 110, Salt Lake City, Utah pursuant to a Notice of Special
Meeting of the Stockholders. Present in person or by proxy were 151,983 shares
of common voting stock of the 300,010 issued and outstanding shares. Present at
the meeting were Leonard Myers, Dannie Burnett and Jeffrey D. Jenson. Mr. Jenson
chaired the meeting and Leonard Myers acted as Vice Chairman. It was unanimously
resolved, without any dissenting votes, as follows, to-wit:
1. That the Company be redomiciled from the State of Utah to the State of
Delaware.
2. To proceed with the proposed reorganization with the operating
telecommunications company. Despite this resolution, the Company has not
completed any such reorganization and there can be no assurance that any such
reorganization will be completed or that if it is, that the Company's operations
will be successful. See Part I, Item 1 of this Report.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
Market Information
- ------------------
There is no "public market" for shares of common stock of the Company.
The Company is listed on the OTC Bulletin Board of the National Association
of Securities Dealers ("NASD") under the symbol "MHPI", 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 Jenson Services 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 16,
1998 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
- ---------
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.
Recent Sales of Unregistered Securities
- ---------------------------------------
On December 8, 1994, the Company's Board of Directors unanimously voted to
issue 8,645,578 "unregistered" and "restricted" shares of pre-split common stock
to Jenson Services, in consideration of $5,000.00 in consulting fees and
expenses incurred by the Company and settled by Jenson Services. These shares
are fully-paid and were issued to Jenson Services, on the basis of par value
(.00001), on or about December 23, 1994.
Management believes that Jenson Services, is an "accredited investor"
as that term is defined under applicable federal and state securities laws,
rules and regulations. Further, Jenson Services, is a consultant to the
Company and had access to all material information regarding the Company
prior to the offer or sale of these securities. The offer and sale of these
securities are believed to have been exempt from the registration
requirements of Section 5 of the Securities Act of 1933 pursuant to Section
4(2) thereof, and from similar states' securities laws, rules and
regulations requiring the offer and sale of securities by available state
exemptions from such registration.
Item 6. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation
- -----------------
The Company has not engaged in any material operations in the period ending
December 31, 1997, or since in 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.
<PAGE>
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.
Except as stated under the heading "Liquidity", below, management does not
anticipate that the Company will have to raise additional funds during the next
12 months.
The Company currently has no business operations other than seeking the
acquisition of assets, property or business that may benefit the Company and its
stockholders. On June 12, 1997, the Company, Jenson Services, and Apollo,
executed a non-binding letter of intent providing for the merger of a
newly-formed wholly-owned subsidiary of Apollo with and into the Company (the
"Letter of Intent").
The Letter of Intent confirms the parties' intent to adopt a binding
Agreement and Plan of Merger (the "Plan") providing for, among other things,
(a)(i) the transfer by Apollo to a newly-formed wholly-owned Delaware subsidiary
of Apollo ("Del-sub") of certain assets consisting of Apollo's domestic
telecommunications business; and (ii) the merger of Del-sub with and into the
Company; or, alternatively, (b) a transaction substantially similar to that
described in item (a) and acceptable to Apollo and its counsel.
As of the date hereof, the parties have not executed any difinitive,
binding Plan incorporating the terms of the Letter of Intent, and there can be
no assurance that such a Plan will ever be executed or that, if executed, such a
transaction will be completed.
Results of Operations
- ---------------------
The Company has had no operations since November 1988.
Liquidity
- ---------
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.
<PAGE>
Item 7. Financial Statements.
For the periods ended December 31, 1997 and 1996
- ------------------------------------------------
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, 1997 and 1996
<PAGE>
MICRO-HYDRO POWER, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Page
Independent Auditors' Report. . . . . . . . . . . . . 1
Balance Sheet - December 31, 1997 and 1996. . . . . . 2
Statements of Operations for the
years ended December 31, 1997 and
December 31, 1996 . . . . . . . . . . . . . . . . . . 3
Statements of Stockholders' Deficit for
the years ended December 31, 1997 and
December 31, 1996 . . . . . . . . . . . . . . . . . . 4
Statements of Cash Flows for the
years ended December 31, 1997 and
December 31, 1996 . . . . . . . . . . . . . . . . . . 5
Notes to Financial Statements . . . . . . . . . . . . 6-8
</TABLE>
<PAGE>
MANTYLA, McREYNOLDS
AND ASSOCIATED, C.P.A'S
A Professional Corporation
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, 1997 and 1996, and the related statements of operations,
stockholders' deficit, and cash flows for the years ended December 31, 1997 and
1996. 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, 1997 and 1996 and the results of their operations and their
cash flows for the years ended December 31, 1997 and 1996, 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 27, 1998
<PAGE>
<TABLE>
<CAPTION>
MICRO-HYDRO POWER, INC.
Balance Sheet
December 31, 1997 and 1996
<S> <C> <C>
ASSETS 1997 1996
------ ---- ----
Assets $ -0- $ -0-
------ ------
Total Assets $ -0- $ -0-
===== ======
LIABILITIES AND STOCKHOLDERS' DEFECIT
-------------------------------------
Current Liabilities:
Income taxes payable $ 100 $ 100
Accounts payable 2,619 2,894
Stockholder loan - Note 4 9,973 5,293
----- -----
Total Current Liabilities 12,692 8,287
Total Liabilities 12,692 8,287
Stockholders' Deficit:
Preferred stock, $.0001 par value;
authorized 5,000,000 shares; issued
and outstanding, 0 shares - Note 6
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 (176,671) (172,266)
-------- --------
Total Stockholders' Deficit (12,692) (8,287)
------ ------
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, 1997 and December 31, 1996
<S> <C> <C>
1997 1996
---- ----
Revenue:
Revenues from operations $ -0- $ -0-
------- --------
Total Revenue -0- -0-
General and Administrative Expenses 4,305 2,640
----- -----
Net Income Before Taxes (4,305) (2,640)
Income/Franchise taxes 100 200
--- ---
Net loss $ (4,405) $ (2,840)
=========== ===========
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, 1997 and December 31, 1996
<S> <C> <C> <C> <C> <C>
Additional Net
Common Common Paid in Accumulated Stockholders'
Shares Stock Capital Deficit Deficit
Balance, December 31, 1995
Restated for split (note 5) 300,010 $ 3 $ 163,976 $ (167,426) $ (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)
Net loss for the year ended
December 31, 1997 (4,405) (4,405)
------- ------- ------- ------ ------
Balance, December 31, 1997 300,010 $ 3 $ 163,976 $ (176,671) $ (12,692)
======= ========= =========== =========== =========
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, 1997 and December 31, 1996
<S> <C> <C>
1997 1996
---- ----
Cash Flows Provide by/(Used for)
Operating Activities:
Net Loss $ (4,405) $ (2,840)
Adjustments to reconcile net income
to net cash used for operating
activities:
Expenses paid on behalf
of company by a
stockholder 4,680 3,229
Increase in accounts payable (275) 275
Increase(decrease)in taxes payable (664)
---- ---
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 $ -0- $ -0-
========= =======
See accompanying notes to financial statements
5
</TABLE>
<PAGE>
MICRO-HYDRO POWER, INC.
Notes to Financial Statements
December 31, 1997
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, 1996.
In December, 1997, the Company changed its domicile from the
State of Utah to the State of Delaware by merging with and into
its wholly-owned subsidiary, Micro-Hydro Power, Inc., a Delaware
corporation, which the Company recently formed
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,
1997 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, 1997.
Note 1 Organization and Summary of Significant Accounting Policies
-----------------------------------------------------------
[continued]
(e) Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with
6
<PAGE>
MICRO-HYDRO POWER, INC.
Notes to Financial Statements
December 31, 1997
[continued]
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 estimated.
Note 2 Liquidity
---------
The Company has accumulated losses through December 31, 1997
amounting to $176,671, has no assets, has a net working capital
deficiency of $12,692 at December 31, 1997, 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,
1997 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 $4,680 during 1997 and $3,229 during 1996. The company
has recorded a liability for these expenses to the stockholder.
This unsecured loan bears no interest and is due on demand.
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,
7
<PAGE>
MICRO-HYDRO POWER, INC.
Notes to Financial Statements
December 31, 1997
[continued]
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.
Note 6 Preferred Stock
- ------ ---------------
The Certificate of Incorporation of Micro-Hydro Power, Inc., a
Delaware corporatin, authorizes the issuance of 5,000,000 shares
of $.0001 par value preferred stock. The Board of Directors may
issue the shares in series and may designate the powers,
preferences and rights of such shares by resolutin, without the
vote of stockholders. No shares are issued and outstanding as of
December 31, 1997.
Note 7 Letter of Intent
- ------ ----------------
In June, 1997, the Company executed a non-binding letter of
intent providing for the merger of a newly-formed wholly-owned
subsidiary of Apollo Telecom Network, Inc., a California
corporation, with and into the Company. As of the date of this
Report, the merger has not been consummated.
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 year ending December 31, 1997 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
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, President and Director is 26 years old. Mr. Hamilton
attended the University of Utah from 1990 to 1995, at which time he graduated
with a B.A. Mr. Hamilton worked as an account representative/coordinator with
the marketing firm of Scopes, Garcia and Carlisle, located in Salt Lake City,
Utah, for two years ending June 1997. Mr. Hamilton is currently working as a
Marketing Associate for City Search of Salt Lake City, Utah.
<PAGE>
Thomas J. Howells, Director and Vice President is 25 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 two years.
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 Engineering.
Kathleen L. Morrison, Director and Secretary/Treasurer. Mrs. Morrison is 41
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
- --------------------
There are no family relationships among the officers and directors of the
Company.
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, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; and
(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), the
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended, or vacated.
<PAGE>
Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------
In conjunction with Section 16(a) of the Exchange act, the following table
identifies the "reporting persons" which have filed Form 3, Initial Statements
of Beneficial Ownership of Securities, due to their relationships with the
Company, in compliance with the aforementioned act.
<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>
No director, executive officer or 10% shareholder of the Company has
effected any transactions in the Company's securities since the date of filing
of the above-referenced reports.
<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 (#) ($) Compensa-
1995, sation($) tion ($)
1996 &
1997
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
former
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
former
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, 1997, 1996 or 1995, 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.
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management.
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
- ----------------------------- ------- -------
All directors and executive
officers as a group (3) 0 0
============================= ======= =======
</TABLE>
<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
- ---------------------------------------
On December 8, 1994, the Company's Board of Directors unanimously voted to
issue 8,645,578 "unregistered" and "restricted" shares of pre-split common stock
to Jenson Services, in consideration of $5,000.00 in consulting fees and
expenses incurred by the Company and settled by Jenson Services. These shares
are fully-paid and were issued to Jenson Services, on the basis of par value
(.00001), on or about December 23, 1994. Except as indicated above and in Part
I, Item I, 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 Part I, Item 1, "Business Development," and Item 12,
Part 1, under the heading, "Transactions with Management and Others", of this
caption, 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 Part I, Item I, "Business Development," and under
the heading, "Transactions with Management and Others", 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 Part I, Item 1, "Business Development", and under
the heading, "Transactions with Management and Others", 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>
Where Incorporated
in this Report
--------------
(i)
Registration Statement on Form 10-SB-A1, Part I
as filed on March 4, 1997**
Annual Report on Form 10-KSB, for the Part I
year ending December 31, 1996, as filed on
March 23, 1997**
Information Statement as filed on Part I
November 12, 1997**
Exhibit Number Description
- -------------- -----------
(27) Financial Date Schedule.
</TABLE>
* Summaries of all exhibits contained within this Report are modified
in their entirety by reference to these Exhibits.
** These documents and related exhibits have been previously filed with
the Securities and Exchange Commission and are incorporated herein by
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: By/S/3-31-97 By/S/Thomas J. Howells
Thomas J. Howells, Vice-President
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/3-31-97 By/S/Thomas J. Howells
Thomas J. Howells, Vice-President
and Director
Date: By/S/3-31-97 By/S/Kathleen L. Morrison
Kathleen L. Morrison,
Sec'y/Treasurer and Director
<PAGE>
<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-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<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> 12,692
<BONDS> 0
0
0
<COMMON> 3
<OTHER-SE> (12,695)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,305
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,305)
<INCOME-TAX> 100
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,405)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
