SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A
Amendment No. 2
General Form For Registration of Securities
of Small Business Issuers Under
Section 12(b) or (g) of
the Securities Exchange Act of 1934
Central Oil Corporation
(Exact Name of Small Business Issuer as specified in its charter)
Colorado 84-0856436
(State or other (IRS Employer File Number)
jurisdiction of
incorporation)
6000 East Evans Ave., Bldg #1
Suite 22, Denver, CO 80222
(Address of principal executive offices) (zip code)
(303) 759-3053
(Registrant's telephone number, including area code)
Securities to be Registered Pursuant to Section 12(b) of the Act:
None
Securities to be Registered Pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 per share par value
DOCUMENTS INCORPORATED BY REFERENCE
Documents incorporated by reference are found in Item 15.
<PAGE>
Item 1. Description of Business.
(a) General Development of Business
Central Oil Corporation (the Company or the "Registrant"), is a
Colorado corporation. The principal business address is 6000 East Evans Ave.
Bldg.# 1., Suite 22, Denver, Colorado 80222.
The Company was originally incorporated under the laws of the
State of Colorado on September 8, 1981 as an oil exploration and brokerage
company. Initially, the Company acted as an agent and broker for oil and gas
lease holders. Since 1993, the Company has been in the development stage.
The present management has been involved with the Company since
its inception., with the exception of Stephan R. Levy, who joined the
Company in August, 1997. In 1997, the Company elected two new Directors,
Messrs. Stephan R. Levy and Mark G. Lawrence. On August 22, 1997, the Company
approved a one-for-two thousand forward split of its common stock. As of
September 5, 1997, the Company had a total of 10,021,000 common shares issued
and outstanding. The Company has not been subject to any bankruptcy,
receivership or similar proceeding.
(b) Narrative Description of the Business
General
From the Company's inception in 1981 until 1993, the Company
acted as an agent and broker for oil and gas lease holders. The Company was
originally formed to act as an advisor for persons interested in filing for oil
and gas leases in the U.S. Federal Oil Lottery for public lands. During the
period when the Lottery was in place, the Company acted as agent for those
persons who wanted to become involved in the Lottery and as a broker for those
persons who were successful in obtaining leases under the Lottery. The Company's
activities diminished as the Lottery declined. Eventually, the Lottery was
abolished. The Company ceased acting on behalf of lease holders around 1989.
Until 1993, the Company pursued its own lease situations. Since 1993, the
Company has had minimal activities and has carried no substantial inventories or
accounts receivable. No independent market surveys have ever been conducted to
determine demand for the Company's products and services, since the Company did
not provide substantial products or services during this period. The Company
has carried on no operations and generated no revenues since 1993. While the
Company may be characterized as a "shell" company because it presently has no
operations and no revenues, the Company plans to be involved in the oil and gas
business as described below. As of its fiscal quarter ended September 30, 1997
the Company had the following:
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Total Assets $10,688
Liabilities $ 200
Stockholders
Equity $10,488
Organization
The Company presently comprises one corporation with no
subsidiaries or parent entities and is in the developmental stage.
The Company is filing this Form 10-SB on a voluntary basis
because it plans to engage in equity and/or debt financings in the foreseeable
future and believes that its fund raising will be enhanced by having a record of
regular disclosure under the Securities Exchange Act of 1934 (the "1934 Act").
The Company has no plans in the foreseeable future, under any circumstances, to
terminate its registration under the 1934 Act.
(c) Operations
Proposed Plan of Operation
Since 1993, the Company had been essentially inactive. Beginning
in July, 1997, the Company developed a business plan to once again begin
operations. To date, all of the Company's focus has been directed towards
organizational efforts. The Company believes that oil prices have stabilized and
that there is again an opportunity for small, independent companies to be
involved in the oil and gas business.
The Company plans to search for and to acquire oil and gas
leases for its own account and for the account of its clients. The
Company has acquired in the past, and plans in the future to acquire leases for
nominal prices, sometimes as low as $1.00 per acre. Such leases can be acquired
in Federal and State lotteries, and the Company plans to take advantage of all
opportunities to engage in such lotteries. Leases may also be received from
individuals or companies by assignment under an agreement to develop or sell
such leases on behalf of such persons. The Company also has in the past and
plans in the future to act as a broker for lease situations involving third
parties. No leases or clients have been identified at this time. It is also
the Company's intention to develop oil and gas lease projects in which the
Company can act either as the drilling operator for an investor group or as a
broker of leases for a lessor.
When acting for its own account, the Company will acquire
interests in various lease tracts located in areas where the Company plans to
explore for oil or gas. At the present time, none of the specific tracts have
been identified by the Company. However, the tracts are expected to fit into an
overall profile.
The tracts will be entirely within a specific, defined
geographical area, will be exploratory or developmental, at the discretion of
the Company, and will be subject to landowners' and overriding royalty interests
totaling in the range of 12.5% to 25%, so the Company and its partners can
acquire between a 87.5% and 75% net revenue interest and a 100% working interest
in the drill site. The
<PAGE> specific ownership interests between the Company and its
partners will be negotiated on an individual project basis.
The Company will focus its attention on drilling primarily in the
same specific geographical area in which it plans to acquire interests.
In the past, the Company has concentrated its activities in the Rocky Mountain
states and expects to continue to do so. The Company plans to utilize various
reporting services such as Petroleum Information and its contacts within the
petroleum industry to identify drilling locations, companies and ownership
activity. However, since the thrust of the Company's initial efforts will be to
acquire leases with a minimum of capital outlay, the Company will also look at
situations in any other geographical area where such leases may be obtained.
The ability to drill in a specific lease area will be secondary to the ability
to acquire a lease on terms most favorable to the Company and at little or no
capital outlay. At the present time, the Company has been looking for leases
which meet the above-mentioned criteria but has not yet identified any lease
situations which it believes would be appropriate for acquisition. The Company
cannot predict when such identification will occur.
The Company expects to enter into turnkey drilling contracts
with an unaffiliated third party for the drilling of any wells. At some later
time, the Company may act as the driller of the wells, although there are no
plans to do so at the present time. The costs of drilling wells has not been
determined at this time. In any case, the Company will make every attempt to see
that the wells are drilled in such areas with its best estimate of making the
best return on investment for the Company and its partners.
The turnkey drilling contract represents the cost of drilling and
completion. If, in the sole opinion of the Company, a well should not be
completed because it will not produce sufficient oil or gas to return a profit,
then the Company would not anticipate expending the completion funds for such
well.
It is currently anticipated that any wells to be drilled by the
Company will be drilled within the geographical area or areas selected by the
Company. However, once selected, if subsequent engineering evaluation indicates
a more favorable location, the Company reserves the right to move the drill
site or sites, as the case may be, to such location or locations, as the case
may be. Any substituted well location or drill site would compare favorably
with the general character of the site previously selected regarding degree of
risk, drilling depth and cost. Furthermore, it is expected, though not
necessarily required, that any such substituted well location or drill site will
be in the same general area as the site specified herein.
In addition, the Company would reserve the right to unitize or
pool all of the wells in the selected geographical area into a common production
pool or unit. In such event, the owners of the wells, which may include
non-partnership investors of the Company, will share in the revenue therefrom
on a pro-rata basis.
<PAGE>
The Company expects to participate in joint ventures with other
entities in the development of some prospects. The Company will have the sole
discretion in determining which prospects will be suitable for joint venture
participation. In each such joint venture project, any such partnership would
receive its pro rata portion of the 100% working interest and would be
responsible for its pro rata share of costs and expenses.
The Company also plans to search for and to identify potential
acquisition candidates in the oil and gas business. Because the Company has
limited capital, any such acquisition would most likely result in a change of
control of the Company. As of the date of this Registration Statement, the
Company has not engaged in any preliminary efforts intended to identify such
possible potential acquisition candidates and has neither conducted
negotiations nor entered into a letter of intent concerning any such
candidates. At the present time, the search for potential acquisition
candidates in the oil and gas business will be secondary to the principal
purpose of the Company, which is to develop oil and gas lease projects in which
the Company can act either as the drilling operator for an investor group or as
a broker of leases for a lessor.
The principal criteria for evaluating such joint ventures and
acquisitions which the Company may engage in will be the amount of investment
required by the Company, the degree of risk to the Company, the potential
return on investment to the Company, the Company's expertise in each situation
and the expertise and reliability of the partner in any such situation. The
risks associated therewith are expected to be substantial since the Company
will have only minimal capital with which to carry out its activities.
As of the date of this Registration Statement, there are no
plans, proposals, arrangements, or understandings with respect to the sale or
issuance of additional securities by the Company.
The Company anticipates that the implementation of its proposed
business plan will be complex and extremely risky because of general economic
conditions, the inherent risks in the oil and gas industry and shortages of
available capital. The oil industry is characterized by fluctuating oil
prices and costs of drilling, substantial risks associated with finding and
developing properties, and intense competition, both from other companies and
alternative fuel sources. Substantially all of the competitors will be better
organized and capitalized than the Company. The Company presently has no assets
available for such activities.
For the Company to succeed in its business plan, the Company must
make prudent choices concerning its oil industry partners, since the Company has
no assets of its own with which to operate. Any such oil industry partner must
have the capability of acting as a driller on the various properties which the
Company intends to develop. Such a partner must have expertise in geology,
drilling, and well operation. The Company plans to add its value to any
potential operation by being able to react quickly to any opportunity which is
presented to it and to secure exclusive lease rights.
<PAGE>
The Company's operations will be subject to known governmental
and environmental regulation even though the specific sites of Company
activities have not been identified at this time. The principal types of such
regulation center upoon the restrictions which run with each lease property.
All such lease properties have various kinds of governmental and environmental
use restrictions, most of which are unique to such properties. Generally, such
restrictions would be known before the individual property is acquired by the
Company. However, there can be no guarantee that additional restrictions may
not be imposed later. In any case, the costs and effects of compliance with
environmental laws on the Federal, State and local levels are expected to be
substantial and could have effect on whether the Company ever operates
successfully.
(d) Markets
The Company's initial marketing plan will be focused completely
on developing oil and gas lease projects in which the Company can act either as
the drilling operator for an investor group or as a broker of leases for a
lessor. No efforts toward this marketing plan have been made as of the date of
this Registration Statement.
(e) Raw Materials
The use of raw materials is not now material factor in the
Company's operations at the present time.
(f) Customers and Competition
At the present time, the Company is expected to be experience
intense competition in the acquisition of oil and gas leases. There are a number
of established companies, many of which are larger and better capitalized than
the Company and/or have greater personnel resources and technical expertise. In
view of the Company's extremely limited financial resources, the Company will
be at a significant competitive disadvantage compared to the Company's
competitors.
(g) Backlog
At August 31, 1997, the Company had no backlogs.
(h) Employees
As of the date hereof, the Company has two employees,
its President, Mr. Charles L. Mattis, and Stephan R. Levy, who presently
do not receive any compensation. The Company does not plan to hire
employees in the future.
(I) Proprietary Information
The Company has no proprietary information.
<PAGE>
(j) Government Regulation
The Company is expected to be subject to material governmental
regulation and approvals customarily incident to the operation of an oil and gas
company. The extent of such regulation cannot be determined at this time,
since the properties to be explored have not yet been selected. It will be the
policy of the Company to fully comply will all governmental regulation.
(k) Research and Development
The Company has never spent any amount in research and
development activities.
(l) Environmental Compliance
The Company is expected to be subject to material environmental
compliance customarily incident to the operation of an oil and gas company. The
extent of such regulation cannot be determined at this time, since the
properties to be explored have not yet been selected. It will be the policy of
the Company to fully comply will all environmental regulation.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Results of Operations
The Company has generated no substantial revenues from its
operations in recent years and has been a development stage company since 1993.
Since the Company has not generated revenues and has not been in a profitable
position, it operates with minimal overhead. The Company's primary activity will
be to search for and to acquire oil and gas leases for its own account, and for
the foreseeable future to search for and to acquire oil and gas leases for the
account of its clients. No leases or clients have been identified at this time.
It is the Company's intention to develop oil and gas lease projects in which
the Company can act either as the drilling operator for an investor group or as
a broker of leases for a lessor and for the account of its clients. The
Company has acquired in the past, and plans in the future to acquire leases for
nominal prices, sometimes as low as $1.00 per acre. Such leases can be acquired
in Federal and State lotteries, and the Company plans to take advantage of all
opportunities to engage in such lotteries. Leases may also be received from
individuals or companies by assignment under an agreement to develop or sell
such leases on behalf of such persons. The Company also has in the past and
plans in the future to act as a broker for lease situations involving third
parties.
In the past, the Company has concentrated its activities in the
Rocky Mountain states and expects to continue to do so. The Company plans to
utilize various reporting services such as Petroleum Information and its
contacts within the petroleum industry to identify drilling locations, companies
and ownership activity. However, since the thrust of the Company's initial
efforts will be to acquire leases with a minimum of capital outlay, the Company
will also look at situations in any
<PAGE>
other geographical area where such leases may be obtained. The ability to drill
in a specific lease area will be secondary to the ability to acquire a lease on
terms most favorable to the Company and at little or no capital outlay. At the
present time, the Company has been looking for leases which meet the above-
mentioned criteria but has not yet identified any lease situations which it
believes would be appropriate for acquisition. The Company cannot predict when
such identification will occur.
Liquidity and Capital Resources
As of the end of the reporting period, the Company had no
material cash or cash equivalents. There was no significant change in working
capital during this fiscal year.
Management feels that the Company has inadequate working capital
to pursue any business opportunities other than seeking leases for acquisition
and partnership with third parties. The Company will have negligible capital
requirements prior to the consummation of any such acquisition. The Company
does not intend to pay dividends in the foreseeable future.
Item 3. Description of Properties
As of July 1, 1997, the Company's business office was located at
6000 East Evans Ave., Bldg #1, Suite 22, Denver, Colorado 80222, the office of
Mr. Stephan R. Levy, its Secretary- Treasurer, for which it pays no rent. The
Company has no other properties.
Item 4. Security Ownership of Certain Beneficial Owners and
Management
The following sets forth the number of shares of the Registrant's
$0.0001 par value common stock beneficially owned by (i) each person who, as of
September 5, 1997, was known by the Company to own beneficially more than five
percent (5%) of its common stock; (ii) the individual Directors of the
Registrant and (iii) the Officers and Directors of the Registrant as a group.
As of September 5, 1997, there were 10,021,000 common shares issued and
outstanding.
Name and Address Amount and Nature of Percent of
of Beneficial Owner Beneficial Ownership (1)(2) Class
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
Charles L. Mattis 8,000,000 79.83%
Stephan R. Levy 5,000 .04%
Mark G. Lawrence 5,000 .04%
All Officers and Directors
as a Group 8,010,000 79.91%
(three persons)
</TABLE>
<PAGE>
(1) All ownership is beneficial and on record, unless indicated
otherwise.
(2) Beneficial owner listed above has sole voting and investment
power with respect to the shares shown, unless otherwise
indicated.
Item 5. Directors, Executive Officers, Promoters and Control
Persons.
The Directors and Executive Officers of the Company, their ages and
present positions held in the Company are as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
NAME AGE POSITION HELD
Charles L. Mattis 63 President and Director
Stephan R. Levy 58 Secretary-Treasurer and
Director
Mark G. Lawrence 48 Director
</TABLE>
The Company's Directors will serve in such capacity until the
next annual meeting of the Company's shareholders and until their successors
have been elected and qualified. The officers serve at the discretion of the
Company's Directors. There are no family relationships among the Company's
officers and directors, nor are there any arrangements or understandings between
any of the directors or officers of the Company or any other person pursuant to
which any officer or director was or is to be selected as an officer or
director.
Mr. Mattis should be considered the "parent" or "promoter" of
the Company (as such terms are defined under the Securities Act), inasmuch as
Mr. Mattis has taken significant initiative in founding and organizing the
business of the Company and because of the shareholdings and control positions
held by him in the Company.
Charles L. Mattis. Mr. Mattis has been the President and a
Director of the Company since its inception. During the past five years, he has
been involved in various investments, including oil and gas, as a private
investor. Prior to his involvement with the Company, he was involved with
several oil companies. In 1979, he General Manager of Terra Oil Corporation.
In 1980, he worked at Westhoma Oil Company as the Mineral Rights Manager. He
also has a history in the banking industry. His last position with a bank was
in 1979 with Southeast State Bank. Mr. Mattis has a Bachelor s Degree in
Business Administration from Drexel University. He will work full time and
expects to devote approximately 40 hours per week to the affairs of the
Company.
Stephan R. Levy. Mr. Levy has been Secretary-Treasurer and a
Director of the Company since August, 1997. He has been retired since August,
1990. Prior to that time, he was an officer and director of Tofruzen, Inc., a
public company which manufactured and marketed a non-dairy frozen dessert,
novelty food products, and promotional items.
<PAGE>
Mr. Levy has also been an officer and director of Oxford Financial, Inc.,
Augusta Financial, Inc., ABP Equities, Inc. and Bryce Financial, Inc., all of
which were public companies at the time he held office. He is no longer an
officer or director in any of these companies. He attended the
University of Texas and graduated in 1961 from the University of Colorado with a
Bachelor of Science in Business. He is a member of the International Monetary
Market, which is a division of the Chicago Mercantile Exchange and was appointed
by the Governor of Colorado as a member of the Colorado Municipal Bond
Supervisory Board. He will devote approximately 10 hours per month to the
affairs of the Company.
Mark G. Lawrence. Mr. Lawrence has been a Director of the
Company since August, 1997. He has approximately eighteen years of experience
in the homebuilding industry. Since 1988, he has served as Executive Vice
President and Partner of Vintage Marketing Group, Inc., a Denver real estate
company specializing in new home sales and marketing. He currently serves as a
Director of Clancy Systems International, a public company involved in the
business of supplying automated parking ticket systems to municipalities and
universities. Mr. Lawrence graduated from the University of Denver in 1971
and attended the University of the Americas in Mexico City in 1969. He is a
licensed real estate broker and has received several professional awards. He
is a member of the Home Builders Association, the Sales and Marketing Council
of Metropolitan Denver, the National Sales and Marketing Council, the Builder
Marketing Society, the National Association of Realtors, and the Institute of
Residential Marketing. He will devote approximately 10 hours per month to
the affairs of the Company.
Item 6. Executive Compensation
None of the Company's officers and/or directors receive any
compensation for their respective services rendered to the Company, nor have
they received such compensation in the past. They all have agreed to act without
compensation until authorized by the Board of Directors, which is not
expected to occur until the Registrant has generated revenues from
operations. Any compensation will be dependent upon a combination of factors,
including the percentage of time a person devotes to the business of the
Registrant, experience, ability of the Registrant to pay, and other items.
The Company has no retirement, pension, profit sharing, stock option,
insurance or other similar programs.
Item 7. Certain Relationships and Related Transactions
The Company's business office have been located at 6000 East
Evans Ave., Bldg #1, Suite 22, Denver, Colorado 80222, the office of Mr. Stephan
R. Levy, its Secretary-Treasurer, for which it pays no rent. Otherwise, there
have been no related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 404 of Regulation S-B.
<PAGE>
Item 8. Description of Securities.
The Company is authorized to issue 100,000,000 shares of Common
Stock, $0.0001 per share par value and 10,000,000 shares of Preferred Stock, to
have such par value and other preferences as the Board of Directors may
determine from time to time. On August 22, 1997, the Company approved a one-for-
two thousand forward split of its common stock. As of September 5, 1997, the
Company had a total of 10,021,000 common shares issued and outstanding. As of
the same date, no Preferred Stock was issued or outstanding.
Common Stock
The holders of Common Stock have one vote per share on all
matters (including election of Directors) without provision for cumulative
voting. Thus, holders of more than 50% of the shares voting for the election of
directors can elect all of the directors, if they choose to do so. The
Common Stock is not redeemable and has no conversion or preemptive rights.
The Common Stock currently outstanding is validly issued, fully
paid and non-assessable. In the event of liquidation of the Company, the
holders of Common Stock will share equally in any balance of the Company's
assets available for distribution to them after satisfaction of creditors and
the holders of the Company's senior securities, whatever they may be. The
Company may pay dividends, in cash or in securities or other property when and
as declared by the Board of Directors from funds legally available therefor, but
has paid no cash dividends on its Common Stock.
Preferred Stock
Under the Articles of Incorporation, the Board of Directors has
the authority to issue Preferred Stock and to fix and determine its par value,
series, relative rights and preferences to the fullest extent permitted by
the laws of the State of Colorado and such Articles of Incorporation. As of
the date of this Registration Statement, no shares of Preferred Stock are
issued or outstanding. The Board of Directors has no plan to issue any
Preferred Stock in the foreseeable future.
Dividend Policy
The Company has never declared nor paid dividends on its Common
Stock and does not intend to do so in the foreseeable future.
<PAGE>
PART II
Item 1. Market for Common Equity and Related Stockholder Matters.
(a) Principal Market or Markets
The Company's securities have never been listed for
trading on any market and are not quoted at the present time. At the present
time, the Company does not know where secondary trading will eventually be
conducted. The place of trading, to a large extent, will depend upon the size
of the Company's eventual acquisition. To the extent, however, that trading will
be conducted in the over-the-counter market in the so-called "pink sheets" or
the NASD's "Electronic Bulletin Board," a shareholder may find it more
difficult to dispose of or obtain accurate quotations as to price of the
Company's securities. In addition, The Securities Enforcement and Penny Stock
Reform Act of 1990 requires additional disclosure and documentation related
to the market for penny stock and for trades in any stock defined as a penny
stock.
(b) Approximate Number of Holders of Common Stock
As of the date hereof, a total of 10,021,000 of shares of the
Company's Common Stock were outstanding and the number of holders of record
of the Company's common stock at that date was approximately seventeen. Three of
the Company's shareholders acquired their respective shares in the Company prior
to 1990, and two shareholders acquired their shares prior to 1993. The
remaining shareholders acquired their shares in September, 1997 for cash at a
price of $.50 per share. All of the issued and outstanding shares of the
Company's common stock, $0.0001 par value, were issued in accordance with the
exemption from registration afforded by Section 4(2) of the Securities Act of
1933, as amended, in that these were private offerings to individuals who
were sophisticated investors and received all pertinent information relative
to this investment.
(c) Dividends
Holders of common stock are entitled to receive such dividends
as may be declared by the Company's Board of Directors. No dividends on the
common stock were paid by the Company during the periods reported herein nor
does the Company anticipate paying dividends in the foreseeable future.
(d) The Securities Enforcement and Penny Stock Reform Act of
1990
The Securities Enforcement and Penny Stock Reform Act of 1990
requires additional disclosure and documentation related to the market for penny
stock and for trades in any stock defined as a penny stock. Unless the Company
can acquire substantial assets and trade at over $5.00 per share on the bid, it
is more likely than not that the Company's securities, for some
<PAGE>
period of time, would be defined under that Act as a "penny stock." As a result,
those who trade in the Company's securities may be required to provide
additional information related to their fitness to trade the Company's shares.
Also, there is the requirement of a broker- dealer, prior to a transaction
in a penny stock, to deliver a standardized risk disclosure document that
provides information about penny stocks and the risks in the penny stock market.
Further, a broker-dealer must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. These
requirements present a substantial burden on any person or brokerage firm who
plans to trade the Company's securities and would thereby make it unlikely
that any liquid trading market would ever result in the Company's securities
while the provisions of this Act might be applicable to those securities.
(e) Blue Sky Compliance
The trading of penny stock companies may be restricted by the
securities laws ("Blue Sky" laws) of the several states. Management is aware
that a number of states currently prohibit the unrestricted trading of penny
stock companies absent the availability of exemptions, which are in the
discretion of the states' securities administrators. The effect of these states'
laws would be to limit the trading market, if any, for the shares of the Company
and to make resale of shares acquired by investors more difficult.
Item 2. Legal Proceedings.
No legal proceedings of a material nature to which the Company
is a party were pending during the reporting period, and the Company knows of no
legal proceedings of a material nature pending or threatened or judgments
entered against any director or officer of the Company in his capacity as such.
Item 3. Changes In and Disagreements With Accountants On Accounting
and Financial Disclosure.
The Company did not have any disagreements on accounting and
financial disclosures with its accounting firm during the reporting period.
Item 4. Recent Sales of Unregistered Securities.
The Company has only issued the following common stock in the
three year period preceding the date of this Registration Statement. All shares
were issued at a price of $.50 per share.
<PAGE>
<TABLE>
<CAPTION>
Name Number of Shares
<S> <C>
Stephan R. Levy 5,000
Mark G. Lawrence 5,000
Wawa C. Jew 1,000
Tamara Fishman 1,000
Paul H.Dragul 1,000
Linda S. Jew 1,000
Kal Zeppelin 1,000
Sandra Steinberg 1,000
Judith F. Harayda 1,000
Daniel C. Steinberg 1,000
Michael Brunschwig 1,000
Herbert Cohen 1,000
Myndel Cohen 1,000
Total 21,000
</TABLE>
All of the shares of common stock of the Registrant previously
issued have been issued for investment purposes in a "private transaction" and
are restricted securities as defined under the Securities Act of 1933, as
amended. These shares may not be offered for public sale except if registered
or pursuant to an exemption from registration, such as Rule 144. The Company
has issued stop transfer orders concerning the transfer of certificates
representing all the common stock issued and outstanding.
Item 5. Indemnification of Directors and Officers.
The Company's Articles of Incorporation authorize the Board of
Directors, on behalf of the Company and without shareholder action, to exercise
all of the Company's powers of indemnification to the maximum extent permitted
under the applicable statute. Title 7 of the Colorado Revised Statutes, 1986
Replacement Volume ("CRS"), as amended, permits the Company to indemnify its
directors, officers, employees, fiduciaries, and agents as follows:
Section 7-109-102 of CRS permits a corporation to indemnify such
persons for reasonable expenses in defending against liability incurred in any
legal proceeding if:
(a) The person conducted himself or herself in good faith;
(b) The person reasonably believed:
(1) In the case of conduct in an official capacity with
the corporation, that his or her conduct was in the corporation's
best interests; and
(2) In all other cases, that his or her conduct was at
least not opposed to the corporation's best interests; and
<PAGE>
(c) In the case of any criminal proceeding, the person had no
reasonable cause to believe that his or her conduct was unlawful.
A corporation may not indemnify such person under this Section
7-109-102 of CRS:
(a) In connection with a proceeding by or in the right of the
corporation in which such person was adjudged liable to the
corporation; or
(b) In connection with any other proceeding charging that such
person derived an improper benefit, whether or not involving action
in an official capacity, in which proceeding such person was
adjudged liable on the basis that he or she derived an improper
personal benefit.
Unless limited by the Articles of Incorporation, and there are
no such limitations with respect to the Company, Section 7-109-103 of CRS
requires that the corporation shall indemnify such a person against reasonable
expenses who was wholly successful, on the merits or otherwise, in the
defense of any proceeding to which the person was a party because of his
status with the corporation.
Under Section 7-109-104 of CRS, the corporation may pay
reasonable fees in advance of final disposition of the proceeding if:
(a) Such person furnishes to the corporation a written
affirmation of such person's good faith belief that he or she
has met the Standard of Conduct described in Section 7-109-102 of
CRS;
(b) Such person furnishes the corporation a written undertaking,
executed personally or on person's behalf, to repay the advance if
it is ultimately determined that he or she did not meet the Standard
of Conduct in Section 7-109-102 of CRS; and
(c) A determination is made that the facts then known to those
making the determination would not preclude indemnification.
Under Section 7-109-106 of CRS, a corporation may not indemnify
such person, including advanced payments, unless authorized in the specific case
after a determination has been made that indemnification of such person is
permissible in the circumstances because he met the Standard of Conduct under
Section 7-109-102 of CRS and such person has made the specific affirmation
and undertaking required under the statute. The required determinations are
to be made by a majority vote of a quorum of the Board of Directors,
utilizing only directors who are not parties to the proceeding. If a quorum
cannot be obtained, the determination can be made by a majority vote of a
committee of the Board, which consists of at least two directors who are not
parties to the proceeding. If neither a quorum of the Board nor a committee
of the Board can be established, then the determination can be made either by
the Shareholders or by independent legal counsel selected by majority vote of
the Board of Directors.
<PAGE>
The corporation is required by Section 7-109-110 of CRS to
notify the shareholders in writing of any indemnification of a director with or
before notice of the next shareholders' meeting. Under Section 7-109-105 of CRS,
such person may apply to any court of competent jurisdiction for a
determination that such person is entitled under the statute to be
indemnified from reasonable expenses.
Under Section 7-107(1)(c) of CRS, a corporation may also
indemnify and advance expenses to an officer, employee, fiduciary, or agent who
is not a director to a greater extent than the foregoing indemnification
provisions, if not inconsistent with public policy, and if provided for in the
corporation's bylaw, general or specific action of the Board of Directors, or
shareholders, or contract. Section 7-109-108 of CRS permits the corporation
to purchase and maintain insurance to pay for any indemnification of
reasonable expenses as discussed herein.
The indemnification discussed herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
the Articles of Incorporation, any Bylaw, agreement, vote of shareholders, or
disinterested directors, or otherwise, and any procedure provided for by any of
the foregoing, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure
to the benefit of heirs, executors, and administrators of such a person.
Insofar as indemnification for liabilities under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expense incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
PART F/S
CENTRAL OIL CORPORATION
FINANCIAL STATEMENTS UNAUDITED
JUNE 30, 1997
Janet Loss, C.P.A., P.C.
Certified Public Accountant
3525 S. Tamarac Drive, Suite 120
Denver, Colorado 80237
CENTRAL OIL CORPORATION
<TABLE>
<CAPTION>
BALANCE SHEET
Unaudited
JUNE 30, 1997
ASSETS
<S> <C>
TOTAL ASSETS $ 0
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES $ 0
STOCKHOLDERS' EQUITY:
Common stock, no par value,
50,000shares authorized,
5,000 shares issued
and outstanding $ 6,000
Retained (Deficit) $(6,000)
TOTAL STOCKHOLDERS' EQUITY $ 0
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>
CENTRAL OIL CORPORATION STATEMENT OF OPERATION
Unaudited
For the Six Months Ended June 30, 1997
<S> <C>
REVENUES: $ 0
OPERATING EXPENSES: 0
NET (LOSS) 0
NET (LOSS) PER COMMON SHARE N/A
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 5,000
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>
CENTRAL OIL CORPORATION STATEMENT OF STOCKHOLDERS' EQUITY
For the Six Months Ended June 30, 1997
Unaudited
Number of Amount Retained Total
Shares (Deficit) Stockholders'
Equity
<S> <C> <C> <C> <C>
Balance,
January 1, 1997 5,000 $6,000 $(6,000) $0
Net (loss) for
the six months
ended June 30,
1997 0 0
Balance,
June 30, 1997 5,000 $6,000 $(6,000) 0
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>
CENTRAL OIL CORPORATION
STATEMENTS OF CASH FLOWS
For the Six Months Ended June, 30, 1997
Unaudited
<S> <C>
NET (LOSS) $ 0
NET CASH (USED) BY
OPERATING ACTIVITIES 0
NET CASH PROVIDED BY
FINANCING ACTIVITIES 0
NET INCREASE IN CASH 0
Cash, Beginning of the Period 0
Cash, End of the Period 0
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
CENTRAL OIL CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
Central Oil Corporation, a Colorado Corporation, was incorporated
September 9, 1981, for the purpose of gas exploration. From 1981
until 1993, the Company acted as an agent for oil and gas lease
holders. Since 1993, the Company has had minimal activities. During
this fiscal year, the Company plans to search for and to
organize potential oil and gas leases for itself and for the
account of its clients.
The Company has elected a calendar year-end and records income and
expenses on the accrual method of accounting.
NOTE II -- RELATED PARTY TRANSACTION.
The Company maintains its office in space provided by the Company's
secretary-treasurer pursuant to an oral agreement on a rent free
basis.
NOTE III -- SUBSEQUENT EVENTS.
On August, 22, 1997, the Company approved a one-for two thousand
forward split of its common stock effective August 22, 1997. The
total authorized common capital stock of the corporation increased
from 5,000 to 100,000,000 shares and from no par value to .0001 par
value effective August 22, 1997.
As of September 5, 1997, the Company had a total of 10,021,000
common shares issued and outstanding.
Also the Company has authorized 10,000,000 shares of preferred
stock, no par value effective August 22, 1997. Currently no shares
have been issued.
The Company will be filing a form 10SB with Securities and Exchange
Commission.
<PAGE>
CENTRAL OIL CORPORATION
AUDIT REPORTS
December 31, 1996 and 1995
Janet Loss, C.P.A., P.C.
Certified Public Accountant
3525 S. Tamarac Drive, Suite 120
Denver, Colorado 80237
<PAGE>
JANET LOSS, C.P.A., P.C.
CERTIFIED PUBLIC ACCOUNTANT
3525 S. TAMARAC DRIVE, SUITE 120
DENVER, COLORADO 80237
303-220-0227
Board of Directors
Central Oil Corporation
I have audited the accompanying balance sheets of Central Oil
Corporation as of December 31, 1996 and 1995 and the related statements of
operations, stockholders' equity and cash flow for the years ended December 31,
1996 and 1995. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. These standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Central Oil
Corporation as of December 31, 1996 and 1995, and the results of its operations
and its cash flows for the year ended December 31, 1996 and 1995.
Janet Loss, C.P.A., P.C.
September 9, 1997
<PAGE>
<TABLE>
<CAPTION>
CENTRAL OIL CORPORATION
BALANCE SHEETS
December 31, 1996 and 1995
<S> <C> <C>
ASSETS
1996 1995
TOTAL ASSETS: $ 0 $ 0
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES 0 0
STOCKHOLDERS' EQUITY:
Common stock, no par value,
50,000 shares authorized,
5,000 shares issued
and outstanding 6,000 6,000
Retained (Deficit) (6,000) (6,000)
TOTAL STOCKHOLDERS' EQUITY 0 0
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0 0
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>
CENTRAL OIL CORPORATION
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1996 and 1995
1996 1995
<S> <C> <C>
REVENUES: $ 0 $ 0
OPERATING EXPENSES: 0 0
NET (LOSS) $ 0 $ 0
NET (LOSS) PER COMMON SHARE N/A N/A
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 5,000 5,000
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>
CENTRAL OIL CORPORATION
STATEMENTS OF STOCKHOLDERS' EQUITY
For the Years Ended December 31, 1996 and 1995
Number of Retained Total
Shares Amount (Deficit) Stockholders'
Equity
<S> <C> <C> <C> <C>
Balance,
January 1,
1995 $5,000 $6,000 $(6,000) $ 0
Net (loss) for
year ended
December 31,
1995 -- -- 0 0
Balance,
December 31,
1995 5,000 $6,000 $(6,000) 0
Net (loss) for
year ended
December 31,
1996 -- -- 0 0
Balance,
December 31,
1996 5,000 $6,000 $(6,000) $ 0
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>
CENTRAL OIL CORPORATION
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1996 and 1995
1996 1995
<S> <C> <C>
NET (LOSS) $ 0 $ 0
NET CASH (USED) BY
OPERATING ACTIVITIES 0 0
NET CASH PROVIDED BY
FINANCING ACTIVITIES 0 0
NET INCREASE IN CASH 0 0
Cash, Beginning of the Period 0 0
Cash, End of the Period $ 0 $ 0
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
CENTRAL OIL CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
Central Oil Corporation, a Colorado Corporation, was incorporated September 9,
1981, for the purpose of gas exploration. From 1981 until 1993, the Company
acted as an agent for oil and gas lease holders. Since 1993, the Company has
had minimal activities. During the fiscal year, the Company plans to search for
and organize potentail oil and gas leases for itself and foor the account
of its clients .
The Company has elected a calendar year-end and records income and expenses
on the accrual method of accounting.
NOTE II -- RELATED PARTY TRANSACTION.
The Company maintains its office in space provided by the Company's
secretary-treasurer pursuant to an oral agreement on a rent free basis.
NOTE III -- SUBSEQUENT EVENTS.
On August, 22, 1997, the Company approved a one-for two thousand forward
split of its common stock effective August 22, 1997. The total authorized
common capital stock of the corporation increased from 5,000 to 100,000,000
shares and from no par value to .0001 par value effective August 22, 1997.
As of September 5, 1997, the Company had a total of 10,021,000 common shares
issued and outstanding.
Also the Company has authorized 10,000,000 shares of preferred stock, no par
value effective August 22, 1997. Currently no shares have been issued.
The Company will be filing a form 10SB with Securities and Exchange
Commission.
PART III
Item 1. Index to Exhibits.
Exhibit
Number Description
3A Articles of Incorporation +
3B Articles of Amendment +
3C Bylaws +
+ Previously filed
Item 2. Description of Exhibits Not Applicable
SIGNATURES
In accordance with Section 12 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.
CENTRAL OIL CORPORATION
Dated: 12-17-97 By: ///signed///
Charles L. Mattis
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
CHIEF FINANCIAL AND ACCOUNTING OFFICER
Dated: 12-17-97 By: ///signed///
Stephan R. Levy
Treasurer
