SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended: December 31, 1998
Commission File No. 0-23123
CENTRAL OIL CORPORATION
(Exact Name of Small Business Issuer as specified in its charter)
COLORADO 74-1383447
(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
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes: X
No:
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is contained in this form and no disclosure will
be contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB. [ X]
State issuer's revenues for its most recent fiscal year $-0-; The
aggregate market value of the voting stock of the Registrant held by non-
affiliates as of December 31, 1998 was approximately $5,500,000. The number
of shares outstanding of the Registrant's common stock, as of the latest
practicable date, March 1, 1999, was 10,021,000
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
Documents incorporated by reference are found in Item 13.
PART I
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. Since
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.
<PAGE>
ORGANIZATION
The Company presently comprises one corporation with no subsidiaries
or parent entities and is in the developmental stage.
The Company filed a Form 10-SB on a voluntary basis to become a
reporting company 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
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between a 87.5% and 75% net revenue interest and a 100% working interest in
the drill site. The 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 expect 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 well 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 hereof, 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 risk 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 hereof, 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.
The Company's operations will be subject to governmental and
environmental regulation even though the specific sites of Company
activities have not been identified at this time. The principal
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types of such regulation center upon 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 hereof.
(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 December 31, 1998, the Company had no backlogs.
(h) EMPLOYEES
At 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.
(i) 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. 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 3. 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company did not submit any matter to a vote of security
holders through solicitation of proxies or otherwise during the fourth
quarter of the fiscal year covered by this report.
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
(a) PRINCIPAL MARKET OR MARKETS
The Company's began trading in May, 1998. Prior to that time, the
Company's securities had never been listed for trading on any market.
Market makers and other dealers provide bid and ask quotations of the
Company's Common Stock under the symbol "CEOL." Trading is conducted in the
over-the-counter market on the NASD's "Electronic Bulletin Board,"
The table below represents the range of high and low bid quotations of
the common shares of the Company as reported during the reporting period
herein. The following bid price market quotations represent prices between
dealers and do not include retail markup, markdown, or commissions; hence,
they may not represent actual transactions.
Fiscal Year 1998 HIGH LOW
First Quarter Not Trading
Common Shares
Second Quarter $3.06 $1.50
Common Shares
Third Quarter $3.02 $2.00
Common Shares
Fourth Quarter $2.87 $2.00
Common Shares
(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
<PAGE>
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
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.
(f) INVESTMENT COMPANY ACT OF 1940
The Company does not intend to engage in any activities which would
cause it to be classified as an "investment company" under the Investment
Company Act of 1940, as amended. However, to
<PAGE>
the extent that the Company would inadvertently become an investment
company because of its activities, the Company would be subjected to
additional, costly and restrictive regulation.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
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 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.
<PAGE>
ITEM 7. Financial Statements.
The complete financial statements are included at Item 13 herein.
ITEM 8. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
The Company did not have any disagreements on accounting and
financial disclosures with its present accounting firm during the
reporting period.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The Directors and Executive Officers of the Company, their ages
and positions held in the Company as of December 31, 1998 are as follows:
NAME AGE POSITION HELD
Charles L. Mattis 64 President and Director
Stephan R. Levy 59 Secretary-Treasurer and Director
Mark G. Lawrence 49 Director
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
<PAGE>
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. 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.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934.
Section 16(a) of the Securities Exchange Act of 1934 (the "34 Act")
requires the Company's officers and directors and persons owning more than
ten percent of the Company's Common Stock, to file initial reports of
ownership and changes in ownership with the Securities and Exchange
Commission ("SEC"). Additionally, Item 405 of Regulation S-B under the 34
Act requires the Company to identify in its Form 10-KSB and proxy statement
those individuals for whom one of the above referenced reports was not
filed on a timely basis during the most recent fiscal year or prior fiscal
years. Given these requirements, the Company has the following report to
make under this section. No filings were required during the last fiscal
year.
ITEM 10. 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.
<PAGE>
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 11. 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 December 31, 1998, 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 December 31, 1998, 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
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)
(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 12. 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.
PART IV
Item 13. EXHIBITS AND REPORTS ON FORM 8-K.
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(a) The following financial information is filed as part of
this report:
(1) FINANCIAL STATEMENTS
(2) SCHEDULES
(3) EXHIBITS. The following exhibits required by Item 601
to be filed herewith are incorporated by reference to
previously filed documents:
EXHIBIT NO. DESCRIPTION
3A Articles and Bylaws +
3B Articles of Amendment+
+ Previously filed.
(b) REPORTS ON FORM 8-K. The Company filed no reports on Form
8-K during the fourth quarter of the fiscal year ended December 31, 1998.
<PAGE>
SIGNATURES
In accordance with 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.
CENTRAL OIL CORPORATION
Dated: 3/22/99 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: 3/22/99 By: ///SIGNED///
Stephan R. Levy
Treasurer
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
EXHIBITS
TO
Central Oil Corporation
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INDEX TO EXHIBITS
Exhibit Page or
NUMBER DESCRIPTION CROSS REFERENCE
3A Articles and Bylaws +
3B Articles of Amendment +
+ Previously filed.
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CENTRAL OIL CORPORATION
AUDIT REPORTS
December 31, 1998, 1997 and 1996
Janet Loss, C.P.A, P.C.
Certified Public Accountant
3525 South Tamarac Drive, Suite 120
Denver, Colorado 80237
CENTRAL OIL CORPORATION
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS
ITEM PAGE
Report of Certified Public Accountant............................1
Balance Sheets, December 31, 1998 and 1997.......................2
Statements of Operations, for the Years ended
December 31, 1998, 1997 and 1996...............................3
Statements of Stockholders' Equity (Deficit),
for the Years ended December 31,
1998 and 1997..................................................4
Statements of Cash Flows, for the Years ended
December 31, 1998, 1997 and 1996...............................5
Notes to Financial Statements..................................6-7
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Janet Loss, C.P.A., P.C.
Certified Public Accountant
3525 South Tamarac Drive, Suite 120
Denver, Colorado 80237
(303) 220-0227
Board of Directors
Central Oil Corporation
6000 East Evans Avenue
Building #1, Suite 22
Denver, Colorado 80222
I have audited the balance sheets of Central Oil Corporation as of December
31, 1998 and 1997, and the related statements of operations, stockholders'
equity and cash flows for the years ended December 31, 1998, 1997 and 1996.
These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on the 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, 1998 and 1997, and the results of its operations and its
cash flow for the years ended December 31, 1998, 1997 and 1996, in
conformity with generally accepted accounting principles applied on a
consistent basis.
Janet Loss, C.P.A., P.C.
March 5, 1999
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<TABLE>
<CAPTION>
CENTRAL OIL CORPORATION
BALANCE SHEETS
December 31, 1997 and 1996
1998 1997
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash in checking $48 $5,435
OTHER ASSETS:
Deferred Offering Costs 4,057 4,057
TOTAL ASSETS $48 9,492
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES: $ 0 $ 0
STOCKHOLDERS' EQUITY:
Preferred stock, no par
value, 10,000,000
shares authorized,
shares issued 0 0
Common stock, $.0001
par value, 100,000,000
shares authorized,
10,021,000 and 10,000,000
shares issued
outstanding ** 6,002 6,002
Additional Paid-In-Capital 10,498 10,498
Retained Earnings (Deficit) (16,452) (7,008)
TOTAL STOCKHOLDERS' EQUITY 48 9,492
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 48 $ 9,492
**The accompanying notes are an integral part of these financial statements.
</TABLE>
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<TABLE>
<CAPTION>
CENTRAL OIL CORPORATION
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1998, 1997 and 1996
1998 1997 1996
<S> <C> <C> <C>
REVENUES:
Sales $ 0 $ 0 $ 0
OPERATING EXPENSES:
Accounting expenses $1,575 $ 0 $ 0
Advertising 144 0 0
Bank Charges 80 0 0
Entertainment 0 368 0
Filing and Transfer fees 1,156 0 0
Legal expenses 5,732 0 0
Office expense and postage 238 274 0
Printing expenses 519 138 0
Telephone and cellular expenses 0 228 0
Total Operating Expenses: 9,444 1,008 0
NET INCOME (LOSS) PER
SHARE $(9,444) $ (1,008) $ 0
Weighted average number of
shares outstanding 10,021,000 10,007,000 10,000,000
(1) Common stock shares retroactively adjusted for a 1 for 2,000 forward split
of common stock.
The accompanying notes are an integral part of these financial statements.
</TABLE>
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<TABLE>
<CAPTION>
CENTRAL OIL CORPORATION
STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
For the Years Ended December 31, 1998 and 1997
Common stock Common Additional Stockholders'
Number of stock Paid-In- Equity
SHARES AMOUNT CAPITAL (DEFICIT) (DEFICIT)
<S> <C> <C> <C> <C> <C>
Balance,
January 1,
1997 (1) 10,000,000 $6,000 $ 0 $(6,000) $ 0
August 31, 1997
21,000 shares
issued for cash,
at $.0001 21,000 2 10,498 $10,500
Net (Loss)
for the year
ended December
31, 1998 0 0 0 (2,008) (2,008)
Balance,
December 31,
1997 (1) 10,000,000 $6,002 $10,498 $(8,008) $ 8,492
Net (Loss)
for the year
ended December
31, 1998 0 0 0 (9,444) (9,444)
Balance,
December
31, 1997 10,000,000 $6,002 $10,498 $(7,452) $(952)
(1) Common stock shares retroactively adjusted for a 1 for 2,000 forward split
of common stock.
The accompanying notes are an integral part of these financial statements.
</TABLE>
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<TABLE>
<CAPTION>
CENTRAL OIL CORPORATION
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1998, 1997 and 1996
1998 1997 1996
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income (Loss) $(9,444) $(1,008) $( 0)
CHANGES IN OPERATING ASSETS
AND LIABILITIES: 0 0 0
Net cash provided (Used)
by Operating activities ________ _______ _______
$(9,444) $(1,008) 0
CASH FLOWS FROM
INVESTING ACTIVITIES:
Deferred offering costs 4,057 (4,057) 0
Net cash provided by
financing activities 4,057 (4,057) 0
CASH FLOWS FROM (TO)
FINANCING ACTIVITIES:
Proceeds from Issuance of
common stock 0 10,500 0
Net cash flows from (to)
Financing acitivities 0 10,500 0
Net increase in cash (5,387) 5,435 0
CASH, BEGINNING OF THE
PERIOD: 5,435 0 0
CASH, END OF THE PERIOD $ 48 $ 5,435 $ 0
The accompanying notes are an integral part of these financial statements.
</TABLE>
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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 8,
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 identify potential oil and gas acquisition candidates.
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.
NOTE III -- CAPITAL STOCK
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.
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<CIK> 0001046529
<NAME> CENTRAL OIL CORPORATION
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997
<PERIOD-END> DEC-31-1998 DEC-31-1997
<CASH> 48 5,435
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 48 5,435
<PP&E> 0 4,057
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 48 9,492
<CURRENT-LIABILITIES> 0 0
<BONDS> 0 0
0 0
0 0
<COMMON> 6,002 6,002
<OTHER-SE> (5,954) (3,490)
<TOTAL-LIABILITY-AND-EQUITY> 48 9,492
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 9,444 1,008
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (9,444) (1,008)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (9,444) (1,008)
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
