UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For quarterly period ended June 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to ______________
Commission File Number: 0-23123
CENTRAL OIL CORPORATION
-----------------------
(Exact name of small business issuer as specified in its charter)
COLORADO 84-0856436
-------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
152 WEST 57TH STREET, 40TH FLOOR, NEW YORK, NY 10019
----------------------------------------------------
(Address of principal executive offices)
(212) 765-2915
--------------
(Issuer's telephone number)
2121 S. ONEIDA, SUITE 332, DENVER, CO 80224
-------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
The number of shares outstanding of the Issuer's common stock as of August 19,
1999 was 12,071,000.
<PAGE>
CENTRAL OIL CORPORATION
INDEX
PAGE
PART I - FINANCIAL INFORMATION NO.
- ------------------------------
Item 1. Financial Statements 1
Balance Sheet as of June 30, 1999 (unaudited) 1
Statement of Operations for the six months ended June 30, 1999
(unaudited) 2
Statement of Stockholders Equity for the six months ended
June 30, 1999 (unaudited) 3
Statement of Cash Flows for the six months ended June 30, 1999
(unaudited) 4
Notes to Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition or Plan of Operations 7
PART II - OTHER INFORMATION
- ---------------------------
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 11
Item 6. Exhibits and Reports on Forms 8-K 11
SIGNATURES 12
- ----------
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
CENTRAL OIL CORPORATION
BALANCE SHEET AS OF JUNE 30, 1999 [UNAUDITED]
<TABLE>
<CAPTION>
ASSETS
------
<S> <C>
CURRENT ASSETS
Cash $ 1,752,088
Stock subscriptions receivable 199,272
Other assets 25,000
---------------
Total current assets 1,976,360
---------------
OTHER ASSETS
Investments - cost 2,250,000
---------------
Total other assets 2,250,000
---------------
TOTAL ASSETS $ 4,226,360
===============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable $ 19,112
Accrued expenses and other liabilities 29,588
Investment subscriptions payable 750,000
---------------
Total current liabilities 798,700
---------------
COMMITMENT AND CONTINGENCIES --
---------------
STOCKHOLDERS' EQUITY
Preferred stock--$0.0001 par value; 5,000 shares designated;
No shares issued and outstanding 0
Preferred stock subscription 3,473,691
Common stock--$0.0001 par value; 20,000,000 shares authorized
12,071,000 shares issued and outstanding 1,207
Capital in excess of par value 29,144
Accumulated deficit (76,382)
---------------
Total stockholders' equity 3,427,660
---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,226,360
===============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
1
<PAGE>
CENTRAL OIL CORPORATION
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 [UNAUDITED]
INCOME
Revenue $ --
--------------
COSTS AND EXPENSES
General and administrative 59,930
--------------
Loss before income taxes (59,930)
Income tax benefit --
--------------
Net loss $ (59,930)
==============
BASIC AND DILUTED LOSS PER SHARE $ (0.01)
==============
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 10,474,039
==============
Prior to May 21,1999, the Company was in the development stage and prior year
operations are not meaningful.
See Accompanying Notes to Consolidated Financial Statements.
2
<PAGE>
CENTRAL OIL CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 1999 [UNAUDITED]
<TABLE>
<CAPTION>
SUBSCRIPTIONS &
CAPITAL IN TOTAL
COMMON STOCK EXCESS OF ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT PAR VALUE DEFICIT EQUITY
------ ------ --------- ------- ------
<S> <C> <C> <C> <C> <C>
BALANCE - DECEMBER 31,
1998 10,021,000 $ 1,002 $ 15,498 $ (16,452) $ 48
Common Stock Issued 2,050,000 205 13,646 -- 13,851
Preferred Stock Subscriptions 3,473,691 3,473,691
Net Loss for the
six months ended
June 30, 1999 --- -- -- (59,930) (59,930)
------------- --------- ----------- --------- --------------
BALANCE - JUNE 30
1999 12,071,000 $ 1,207 $ 3,502,835 $ (76,382) $ 3,427,660
============= ========= =========== ========= ==============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
3
<PAGE>
CENTRAL OIL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THREE MONTHS ENDED JUNE 30, 1999 [UNAUDITED]
<TABLE>
<CAPTION>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (59,930)
----------------
Change in Assets and Liabilities:
[Increase] decrease in:
Preferred stock subscriptions receivable (196,463)
Common stock subscriptions receivable (2,809)
Other current assets (25,000)
Increase [decrease] in:
Accounts payable 19,112
Accrued expenses 29,588
Investment subscriptions 750,000
---------------
Total adjustments 574,428
---------------
Net cash - operating activities 514,498
---------------
INVESTING ACTIVITIES
Payments for investments (2,250,000)
FINANCING ACTIVITIES
Common stock issued 13,851
Preferred stock subscriptions 3,473,691
Net cash - financing activities 3,487,542
NET INCREASE IN CASH 1,752,040
CASH AT BEGINNING OF PERIOD 48
---------------
CASH AT END OF PERIOD $ 1,752,088
===============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
4
<PAGE>
CENTRAL OIL CORPORATION
NOTES TO FINANCIAL STATEMENTS [UNAUDITED]
NOTE A - BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB and Regulation S-B. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. The accompanying
statements should be read in conjunction with the audited financial statements
included in the Company's 1998 Annual Report on Form 10-KSB. In the opinion of
management, all adjustments (consisting only of normal recurring accruals)
considered necessary in order to make the financial statements not misleading
have been included. Operating results for the six months ended June 30, 1999,
are not necessarily indicative of the results that may be expected for the full
calendar year ended December 31, 1999. The financial statements are presented on
the accrual basis.
NOTE B - ORGANIZATION AND BUSINESS
Prior to May 20, 1999, the Company was in the development stage. Prior period
information is therefore not meaningful.
On May 20, 1999, a change of control of the Company occurred. Charles L. Mattis,
President, a director and the holder of approximately 8,000,000 shares of the
Company's common stock sold 7,700,000 shares of Common Stock. Pursuant to the
Mattis Agreement, Andreas Typaldos was appointed interim Chairman of the Board
and Chief Executive Officer. In addition, all of the current officers and
directors of the Company tendered their resignations to the Company. In
connection with the change in control, Mr. Typaldos appointed new management.
NOTE C - INVESTMENTS
The Company has invested or subscribed to invest in six entities since the
change in management on May 20, 1999. The investments are described below.
INVESTMENT #1 - Effective May 24, 1999, the Company acquired 15,384.6
common units of CarePackages.com LLC for $100,000. The Company subsequently
acquired an additional 15,584.6 common units for $100,000.
INVESTMENT #2 - Effective May 24, 1999, the Company acquired 20,000
shares of common stock of Microcast Incorporated for $200,000.
INVESTMENT #3 - On June 3, 1999, the Company acquired 71,428 common
units of Perform.com, LLC for $250,000.
INVESTMENT #4 - Effective May 24, 1999, the Company acquired 700,000
common units of Enikia, LLC for $700,000.
5
<PAGE>
INVESTMENT #5 -- Effective May 24, 1999, the Company acquired 245,545
Class A Convertible Preferred Membership Units of FreeRide Media, L.L.C. for
$700,000.
INVESTMENT #6 - In July, 1999, the Company acquired convertible
promissory notes of CreditLand.com, Inc. for $200,000.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
In addition to historical information, this Report contains
forward-looking statements regarding Central Oil Corporation, a Colorado
corporation (the "Company"), which represents the Company's expectations or
beliefs including, but not limited to, statements concerning the Company's
operations, performance, financial condition, business strategies and other
information. For this purpose, any statements contained in this Report that are
not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the generality of the foregoing, words such as
"may", "will", "expect", "believe", "anticipate", "intend", "could", "estimate"
or "continue", or the negative or other variations thereof or comparable
terminology are intended to identify forward-looking statements. The statements
by their nature involve substantial risk and uncertainties, certain of which are
beyond the Company's control, and actual results may differ materially depending
on a variety of important factors, including those described in this Report and
the Company's other filings with the Securities and Exchange Commission (the
"SEC").
PLAN OF OPERATION
The Company generated no revenues from its operations in recent years
as it was a development stage company from 1993 through May 20, 1999. A change
in control of the Company occurred on May 20, 1999. On May 20, 1999, Charles L.
Mattis, President, a director and the holder of approximately 8,000,000 shares
of the Company's common stock sold 7,700,000 shares of Common Stock.
Simultaneously, Andreas Typaldos was appointed interim Chairman of the Board and
Chief Executive Officer of the Company. In addition, all of the current
directors and officers of the Company tendered their resignations to the
Company. Upon ten days from the date the Company filed with the SEC and mailed
to its Stockholders of record an Information Statement required by Section 14(f)
of the Securities Exchange Act of 1934 (the "Exchange Act"), new officers and
directors of the Company took office.
This change in control was the first step in a change in the business
focus of the Company. The Company plans to provide services and capital to young
and promising Internet companies and to take both majority and minority equity
positions in consideration for such services and capital, and to also develop
various Internet business activities of its own. The Company believes that it
can develop such Internet business activities, including e*commerce and content
portals, either through acquisitions of majority owned subsidiaries or through
internal development.
The Company also effected a private financing of Series A Convertible
Preferred Stock to "accredited investors" pursuant to Regulation D promulgated
under the Securities Act of 1933, as amended, which resulted in gross proceeds
to the Company of approximately $3,500,000. To date, of this amount, the Company
has used $2,250,000 to purchase equity positions in a number of Internet private
companies. In addition, management of the Company has been evaluating a number
of Internet entities for potential acquisition as well as opportunities for
obtaining controlling equity positions of
7
<PAGE>
Internet companies. However, to date, the Company has not entered into any
agreements or letters of intent for the acquisition of such operating entities.
The Company does not intend to engage primarily in the business of
investing, reinvesting or trading in securities so as to be an investment
company required to register as such under the Investment Company Act of 1940.
Nevertheless, the Company may be required to register as an investment company
as a consequence of investments that it has made subsequent to its change of
control to the extent that it presently holds "investment securities" (as
defined by the Investment Company Act) which constitute more than 40% of the
value of the Company's assets (exclusive of U.S. government securities and cash
items) on an unconsolidated basis, unless the Company restructures or reduces
its holdings of investment securities within a reasonable period of time.
Although it is the intention of the Company to take the actions necessary to
avoid investment company status, no assurance can be given that the Company will
be able to take such actions. The Investment Company Act of 1940 imposes a
comprehensive scheme of regulation which would require a substantial
restructuring of the operations of the Company to permit the Company to comply
with applicable regulations. Applicable regulations may also operate to impose
significant restrictions on the permissible activities and transactions of the
Company. If the Company cannot restructure its operations or reduce its holdings
of investment securities to avoid the need for investment company registration,
the Board of Directors will consider taking such actions as may be necessary or
appropriate under the circumstances.
RESULTS OF OPERATIONS
In light of the change in control of the Company and change in the
Company's business focus, which was effective in June 1999, an analysis of the
Company's results of
8
<PAGE>
operations for the six months ended June 30, 1999 compared to June 30, 1998 is
not indicative of the results of operations in future periods.
For the six months ended June 30, 1999, the Company had no revenue. For
the six months ended June 30, 1998, the Company also had no revenues. Management
expects to generate revenues with the implementation and development of its new
business plan.
General and administrative expenses increased significantly from $944
for the six months ended June 30, 1998 to $59,930 for the six months ended June
30, 1999. This significant increase in expenses results from the start up of the
Company's new business plan.
The Company experienced a net loss of $59,930 for the six months ended
June 30, 1999 as compared to a net loss of $944 for the six months ended June
30, 1998. The significant increase in losses results from the Company incurring
additional expenses in connection with the implementation of its business plan.
Management expects these losses to continue and possibly increase until the
Company is able to successfully implement its business plan.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1999, the Company had working capital of $1,177,660.
Working capital reflects money received in connection with the private financing
but not yet utilized. Management intends to utilize these funds to acquire
additional equity positions in Internet companies and to develop its business
plan. Management believes that sufficient funds exist to cover the Company's
current working capital needs. However, management intends to raise additional
monies in order to enable it to continue to develop its business plan.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company has been included as a defendant in a lawsuit filed in
federal court in New Jersey by two individuals who, pursuant to a merger
agreement, sold their stock in a company named Conversion Services
International, Inc. ("CSI") to Elligent Consulting Group, Inc. ("Elligent"), a
company for which Andreas Typaldos acts as Chairman, CEO and President. The
plaintiffs have added to their original complaint charges purportedly brought
derivatively on behalf of Elligent. Those added claims are to the effect that
Typaldos and another Elligent Board member diverted business opportunities of
Elligent, namely the strategy and opportunity of offering technology and
consulting services to, and investing in, early stage Internet companies. The
Company is alleged to have been unjustly enriched by being the recipient of
those purported
9
<PAGE>
opportunities. The Company believes that the claim made against it is without
merit and intends to vigorously defend itself.
ITEM 2. CHANGES IN SECURITIES.
On May 25, 1999, the Company amended its Articles of Incorporation, as
amended, to designate 5,000 shares of Preferred Stock as Series A Convertible
Preferred Stock, $.0001 par value per share ("Series A Stock"). The holders of
Series A Stock are entitled to a 3% dividend when, if and as declared by the
Board of Directors. The holders of Series A Stock are entitled to convert their
shares into shares of the Company's Common Stock. Each share of Series A Stock
shall convert into that number of shares of Common Stock equal to $1,000 divided
by the lesser of (i) 65% of the average market price of the Common Stock for the
five trading days immediately prior to the conversion date or (ii) $7.00,
subject to adjustment. The holders of Series A Stock are entitled to a
liquidation preference of $1,000 per share, plus a sum equal to all unpaid
dividends.
During the six months ended June 30, 1999, the Company issued 2,050,000
shares of Common Stock to various individuals and entities for $.0067567 per
share or $13,851 in the aggregate. These shares were issued in private
transactions exempt from registration under the Securities Act. The proceeds of
these sales were applied to working capital. No underwriting discounts or
commissions were paid in connection with these transactions.
In addition, through June 30, 1999, the Company had received
subscriptions for approximately 3,500 shares of Series A Stock to various
accredited investors for $1,000 per share or approximately $3,500,000 in the
aggregate. The shares of Series A Stock are convertible into shares of the
Company's Common Stock pursuant to the terms described above. These shares were
issued in private transactions pursuant to the private offering exemption
described in Rule 506 of Regulation D of the Securities Act. Of the proceeds of
this offering, $2,250,000 was used to purchase equity positions in early stage
Internet and other technology private companies. No underwriting discounts or
commissions were paid in connection with these transactions.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On June 4, 1999, the Company filed with the SEC and mailed to its
stockholders of record an Information Statement pursuant to the requirements of
Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order
to effect, other than by a meeting of the stockholders, the change in control of
the Company's Board of Directors. Stockholder approval of the change in control
was not required under Colorado law. However, the Company was required by the
federal securities laws to file with the SEC and distribute to its stockholders
the Information Statement.
10
<PAGE>
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a) Exhibits
Exhibit 27 - Financial Data Schedule (SEC use only)
b) Reports on Form 8-K
Form 8-K dated May 20, 1999 and filed with the SEC on June 4,
1999 regarding a change in control of the Company and other
events.
Form 8-K dated July 12, 1999 and filed with the SEC on July
21, 1999 regarding a change in the accountants of the Company.
11
<PAGE>
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
By: /s/ Andreas Typaldos
----------------------------------------
Andreas Typaldos
Chairman of the Board and Chief
Executive Officer
12
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 1046529
<NAME> CENTRAL OIL CORPORATION
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 1,752,088
<SECURITIES> 0
<RECEIVABLES> 199,072
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,976,360
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,226,360
<CURRENT-LIABILITIES> 798,700
<BONDS> 0
0
0
<COMMON> 1,207
<OTHER-SE> 3,473,691
<TOTAL-LIABILITY-AND-EQUITY> 4,226,360
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 59,930
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (59,930)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
