U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: October 15, 1998
SOUTHERN STATES POWER COMPANY, INC.
-----------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
0-29356 33-0312389
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(Commission File No.) (IRS Employer
Identification No.)
830 Havens Road
Shreveport, Louisiana 71107
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(318) 221-5703
<PAGE>
Item 5. Other Information
On August 24, 1998, Southern States Power Company, Inc. formed
a Mexican joint venture subsidiary with its partner Senor Lorenzo
Payan. The new company is named Southern States Power Company -
Mexico, S.A. de C.V. Each party owns fifty percent (50%) of the
new company which was formed to promote Southern States Power
Company, Inc. technologies and products in the Mexican market.
On October 6, 1998, the Company, represented by President
Heber C. Bishop, entered into an agreement with Environmental
Process Advanced, S.A. de C.V. (A Mexican company) and Global Green
Cars, Inc to clarify the relationships, rights and obligations of
the parties with respect to a vehicle manufacturing joint venture
in Tijuana, Otay Mesa, Mexico. It was understood and agreed by the
parties that the Company and Global Green Cars, Inc. each own a
forty percent (40%) interest in the venture. Environmental Process
Advanced, S.A. de C.V. owns the remaining twenty percent (20%)
interest. The Company paid the sum of eighty-five thousand dollars
($85,000) to Detech Corporation, which had initially owned a 40%
interest in the operation.
On October 6, 1998, the Board of Directors of the Company
considered the matter of the Company's fiscal year. Since the
consummation of the Share Exchange Agreement with Pascal Ventures,
Inc., the Company had adopted the Pascal fiscal year end of April
30. It was unanimously decided that the Company should change its
fiscal year end to December 31, as Southern States Power Company,
Inc. had observed before the consummation of the Share Exchange
Agreement.
Item 7(a) and 7(b). Consolidated Financial Statements and
Independent Auditor's Report
(a) Consolidated Financial Statements
The consolidated financial statement for Southern States Power
Company, Inc. (reflecting the financial status of the Company
following its stock purchase agreement with Pascal Ventures, Inc.)
was not submitted with the Form 10QSB filed with the Commission on
September 15, 1998. As such, the statement is attached hereto as
Exhibit 7.1.
(b) Independent Auditor's Report
The independent auditor's report for Southern States Power
Company, Inc. (reflecting the financial status of the Company
following its stock purchase agreement with Pascal Ventures, Inc.)
was not submitted with the Form 10QSB filed with the Commission on
September 15, 1998. As such, the statement is attached hereto as
Exhibit 7.1.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934 the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
SOUTHERN STATES POWER COMPANY, INC.
By: s/Heber C. Bishop
--------------------------------
Heber C. Bishop,
President
Dated: October 15, 1998
<PAGE>
EXHIBIT 7.1
SOUTHERN STATES POWER COMPANY, INC.
-----------------------------------
(a Delaware corporation)
FINANCIAL STATEMENTS
AND
INDEPENDENT AUDITOR'S REPORT
For the Period Ended July 31, 1998
and For the Period March 13, 1998 through July 31, 1998
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<PAGE>
INDEX
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PAGE
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Independent Auditor's Report 1
Balance Sheet 2
Statement of Revenues & Expenses and Retained Earnings 3
Statement of Cash Flows 4
Notes to Financial Statements 5-6
<PAGE>
GARY A. CASE
Certified Public Accountant
Brea Corporate Plaza
3230 E. Imperial Highway, Suite 200
Member: Brea, California 92821-6734
*AICPA Tel (714) 986-1850
[email protected]
*Ca So of CPAs Fax (714) 986-1855
Licensed in California and Florida
=================================================================
INDEPENDENT AUDITOR'S REPORT
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Board of Directors
Southern States Power Company, Inc.
Shreveport, Louisiana
We have audited the accompanying balance sheet of SOUTHERN STATES
POWER COMPANY, INC. as of July 31, 1998, related Statements of
Revenues & Expenses and Retained Earnings, and Cash Flows for the
period March 13, 1998 through July 31, 1998. 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 the audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that the 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
SOUTHERN STATES POWER COMPANY, INC. as of July 31, 1998 and the
results of its operations and its cash flows for the period March
13, 1998 through July 31, 1998, in conformity with generally
accepted accounting principles.
s/Gary A. Case
_____________________________________
GARY A. CASE, CPA
Brea, California
September 28, 1998
-1-
<PAGE>
<TABLE>
SOUTHERN STATES POWER COMPANY, INC.
(a Delaware corporation)
<CAPTION>
BALANCE SHEET
as of 7/31/98
<S> <C>
ASSETS:
Current Assets:
Cash $1,019,500
Inventory 50,000
----------
Total Current Assets 1,069,500
Investment in Stock 119,500
Organization Cost (net of $833
Accumulated amortization) 9,167
----------
Total Assets $1,198,167
==========
LIABILITIES:
Current Liabilities:
Accounts Payable $ 2,616
----------
Total Liabilities 2,616
STOCKHOLDERS' EQUITY
Common Stock; $0.001 par value
50,000,000 shares authorized,
10,205,000 shares issued and
outstanding $ 10,205
Additional Paid-In Capital 1,178,295
Retained Earnings 7,051
----------
Total Stockholders' Equity 1,195,551
----------
Total Liabilities and Stockholders' Equity $1,198,167
==========
See accompanying notes and accountant's report.
</TABLE>
-2-
<PAGE>
<TABLE>
SOUTHERN STATES POWER COMPANY, INC.
(a Delaware corporation)
<CAPTION>
STATEMENT OF REVENUES & EXPENSES AND RETAINED EARNINGS
for the Period 3/13/98 to 7/31/98
<S> <C>
REVENUES:
Dividend Income $11,517
-------
Total Revenues 11,517
EXPENSES:
Amortization Expense $ 833
Bank Charges 100
Travel Expenses 1,033
-------
Total Expenses 1,966
-------
Net Income 9,551
Retained Earnings a/o 3/13/98 (2,500)
=======
Retained Earnings a/o 7/31/98 $7,051
=======
See accompanying notes and accountant's report.
-3-
<PAGE>
SOUTHERN STATES POWER COMPANY, INC.
(A Delaware corporation)
<CAPTION>
STATEMENT OF CASH FLOWS
for the period 3/13/98 to 7/31/98
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 9,551
Adjustments to reconcile net income to net cash
provided from operating activities:
Amortization 833
Increase in Inventory (50,000)
----------
Net Cash Used by Operating Activities (39,616)
==========
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of World Transport Authority,
Inc. stock (119,500)
Increase in Intangible Assets (10,000)
----------
Net Cash Used by Investing Activities (129,500)
----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Issuing Common Stock 1,188,000
Proceeds from Loan Payable 616
----------
Net Cash Provided by Financing Activities 1,188,616
----------
Net Increase in Cash 1,019,500
CASH AT BEGINNING OF YEAR 0
----------
CASH AT END OF YEAR $1,019,500
==========
See accompanying notes and accountant's report.
-4-
<PAGE>
SOUTHERN STATES POWER COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1998
(1) Summary of Significant Accounting Policies:
General:
The Company was incorporated in the state of Delaware on
August 31, 1988. The company changed its corporate year end
from April 30 to December 31. The Company merged with
Southern States Power Company, Inc. on July 13, 1998 and was
the surviving company.
Business Activity:
The Company has had no operating activity and plans to
generate energy efficient power supply in exchange for fees
from customers.
Organization Costs:
The Company's organization costs consists of legal and filing
fees, which were incurred by Southern States Power Company,
Inc., and will be amortized over a 60-month period.
Use of Estimates:
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could
differ from those estimates.
Fair Value:
Unless otherwise indicated, the fair values of all reported
assets and liabilities which represent financial instruments,
none of which are held for trading purposes, approximate
carrying values of such amounts.
Cash:
The Company maintains its cash in bank deposit accounts
which, at times, may exceed federally insured limits. The
Company has not experienced any losses in such accounts.
Income Taxes:
The Company has not filed required federal income tax returns
from inception through 1997. Due to the late filing of
these tax returns a minimum penalty of $1,000 has been
accrued and included in accounts payable on the balance
sheet.
See accompanying independent auditors' report.
-5-
<PAGE>
SOUTHERN STATES POWER COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JULY 31, 1998
(2) Stockholders' Equity:
Pascal Ventures, Inc. authorized 50,000,000 shares of common
stock at a par value $.001 per share.
On August 31, 1991, Pascal Ventures, Inc. issued 500,000
shares of stock at $.001 per share for $500. These shares
have been issued to ten individuals based on the cash
contributed.
On July 13, 1998, as a result of the Share Exchange Agreement
and Plan of Reorganization between the Company and Southern
States Power Company, Inc., a Louisiana corporation, the
shareholder's of the Issuer authorized a 4 to 1 forward split
of all pre-merger shares (from 500,000 to 2,000,000) and
issued 8,205,000 shares of its restricted common stock to the
shareholders of Southern States Power Company, Inc. for all
of the issued and outstanding shares of Southern States Power
Company, Inc. The Company had a name change after the merger
to Southern States Power Company, Inc.
(3) Subsequent Events:
The Company entered into a five-year agreement with Southern
States Gas Gathering System, LLC to purchase up to 2,000,000
cubic feet of natural gas per day at $2,600 per million cubic
feet in exchange for 350,000 shares of its common stock. The
Company may extend this agreement for another five years, at
the end of the initial term, at a price of 5% below the spot
price of natural gas.
The Company also entered into a five year agreement with
Southern States Oil Production, LLC to purchase up to 4,200
gallons of Louisiana light sweet crude oil per day at a fixed
price of $0.38 per gallon in exchange for 350,000 shares of
its common stock. The Company may extend this agreement for
another five years, at the end of the initial term, at a
price of 5% below the spot price of Louisiana light sweet
crude oil.
See accompanying independent auditors' report.
-6-
<PAGE>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JULY 31, 1998, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 4-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUL-31-1998
<CASH> 1,019,500
<SECURITIES> 119,500
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 50,000
<CURRENT-ASSETS> 1,189,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,198,167
<CURRENT-LIABILITIES> 2,616
<BONDS> 0
0
0
<COMMON> 10,205
<OTHER-SE> 1,185,346
<TOTAL-LIABILITY-AND-EQUITY> 1,198,167
<SALES> 11,517
<TOTAL-REVENUES> 11,517
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,966
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 9,551
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,551
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
