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SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D. C. 20549
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FORM 10-SB/A-1
General Form for Registration of Securities
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
OIL AND GAS SEEKERS, INC.
(Exact name of registrant as specific in its charter)
Nevada 88-0420501
(State of Incorporation) (I.R.S. Employer
Identification No.)
2810 South Madison
Spokane, Washington 99203-1361
(Address of executive offices, including postal code)
Registrant's telephone number: (509) 455-5661
Copies to: Conrad C. Lysiak, Esq.
601 West First Avenue
Suite 503
Spokane, Washington 99201
(509) 624-1475
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
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(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK
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(Title of Class)
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ITEM 1. DESCRIPTION OF BUSINESS.
Background
OIL AND GAS SEEKERS, INC. (the "Company") is a development stage
enterprise formed under the laws of the State of Nevada, on March 19,
1999, for the purpose of purchasing, developing and operating oil and
gas leases.
The Company has acquired one undeveloped oil and gas lease and
intends to acquire additional leases prior to deciding where to
initiate drilling operations.
Selection of Target Areas for Acquisition
The Company's proposed plans call for it to consider several
factors in choosing a region for acquisition of oil and gas leases.
First, the Company considers those regions in which one or more of its
technical personal have field experience. The Company anticipates that
additional prospects to be acquired will be located within Texas or
Oklahoma. At the present time the Company has not targeted any
additional oil and gas leases for acquisition. The Company intends to
acquire additional oil and gas leases from other oil and gas companies.
The Company will determine which leases it is interested in
acquiring based upon the analysis of technical and production data, on
site verification of any well equipment and production capability, and
verification of ownership of lease hold rights. The Company
anticipates that it will take from four to six months to acquire
additional leasehold interests. Further, the Company intends upon
diversifying its production portfolio with respect to both reservoir
production characteristics and to market access. The Company believes
that the overall effect of these two unrelated characteristics is to
significantly lower the overall risk of the Company strategy.
Geological and Geophysical Techniques
The Company may employ detailed geological interpretation combined
with advanced seismic exploration techniques to identify the most
promising leases. Geological interpretation is based upon data
recovered from existing oil and gas wells in an area and other sources.
Such information is either purchased from the company that drilled the
wells or becomes public knowledge through state agencies after a period
of years. Through analysis of rock types, fossils and the electrical
and chemical characteristics of rocks from existing wells, the Company
can construct a picture of rock layers in the area. Further, the
Company will have access to the logs from the existing operating wells
which will allow the Company to extrapolate a decline curve and make an
estimation of the number of recoverable barrels of oil existing beneath
a particular lease. The Company has not purchased, leased, or entered
into any agreements to purchase or lease any of the equipment necessary
to conduct the geological or geophysical testing referred to herein and
will only be able to do so upon raising additional capital through
loans or the sale of equity securities.
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Market for Oil and Gas Production
The market for oil and gas production is regulated by both the
state and federal governments. The overall market is mature and with
the exception of gas, all producers in a producing region will receive
the same price. The major oil companies will purchase all crude oil
offered for sale at posted field prices. There are price adjustments
for quality difference from the Bench Mark. Oil sales are normally
contracted with a gatherer who will pick-up the oil at the well site.
In some instances there may be deductions for transportation from the
well head to the sales point. At this time the majority of crude oil
purchasers do not charge transportation fees, unless the well is
outside their service area. The oil gatherer will usually handle all
check disbursements to both the working interest and royalty owners.
The Company will be a working interest owner. By being a working
interest owner, the Company is responsible for the payment of its
proportionate share of the operating expenses of the well. Royalty
owners and over-riding royalty owners receive a percentage of gross oil
production for the particular lease and are not obligated in any manner
whatsoever to pay for the costs of operating the lease. Therefore, the
Company, in most instances, will be paying the expenses for the oil and
gas revenues paid to the royalty and over-riding royalty interests.
Gas sales are by contract. The gas purchaser will pay the well
operator 100% of the sales proceeds on or about the 25th of each and
every month for the previous months sales. The operator is responsible
for all checks and distributions to the working interest and royalty
owners. There is no standard price for gas. Prices will fluctuate
with the seasons and the general market conditions. It is the
Company's intention to utilize this market when ever possible in order
to maximize revenues. The Company does not anticipate any significant
change in the manner production is purchased, however, no assurance can
be given at this time that such changes will not occur.
Acquisition of Future Leases
The principal activity for the Company in the future will be the
acquisition of producing oil and gas leases. The acquisition process
may be lengthy because of the amount of investigation which will be
required prior to submitting a bid to a major oil company.
Verification of each property and the overall acquisition process can
be divided into three phases, as follows:
Phase 1. Field identification. In some instances the seller will
have a formal divestiture department that will provide a sales catalog
of leases which will be available for sale. Review of the technical
filings made to the states along with a review of the regional
geological relationships, released well data and the production history
for each lease will be utilized. In addition a review of the
proprietary technical data in the sellers office will be made and
calculation of a bid price for the field.
Phase 2. Submission of the Bid. Each bid will be made subject to
further verification of production capacity, equipment condition and
status, and title.
Phase 3. Closing. Final price negotiation will take place. Cash
transfer and issuance of title opinions. Tank gauging and execution of
transfer orders.
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After closing has occurred, the newly acquired property will be
turned over to the Company for possible work-overs or operational
changes which will in the Company's estimation increase each well's
production.
In connection with the acquisition of an oil and gas lease for
work-over operations, the Company is able to assume 100% ownership of
the working-interest and surface production equipment facilities with
only minor expenses. In exchange for an assignment of the lease, the
Company agrees to assume the obligation to plug and abandon the well in
the event the Company determines that reworking operations are either
too expensive or will not result in production in paying quantities.
The cost of plugging a well can run from $500 to $15,000, depending on
the condition of the well. The Company believes that the obligation to
plug an existing well will in no way jeopardize its operations, and in
the long run is economically worth the risk involved compared with the
possibility of acquiring existing production. Utilizing these systems
the Company will be able to acquire oil and gas leases from large and
small oil and gas firms with little costs. The Company also believes
that it may be able to plug the wells in question, at no cost to the
Company, in exchange for the production tubing and casing which will be
removed during the plugging process.
Several major oil companies have recently placed numerous oil and
gas properties out for competitive bidding. The Company currently does
not have sufficient revenues or funds available to it to make a bid for
such properties. The Company intends to raise additional capital
through loans or the sale of equity securities in order to have
sufficient funds to make a bid for such properties. There is no
assurance that the Company will ever raise such additional capital and
if the Company is unable to raise such capital, it may have to cease
operations. At the present time, the Company has not identified any
specific oil and gas leases which it intends to acquire and will only
be able to make such determination upon raising said capital.
Net Production
As of the date hereof, the Company has acquired a 100% working
interest, in one non-producing oil and gas lease. See "Item 2.
Description of Properties."
Competition
The oil and gas industry is highly competitive. The Company's
competitors and potential competitors include major oil companies and
independent producers of varying sizes of which are engaged in the
acquisition of producing properties and the exploration and development
of prospects. Most of the Company's competitors have greater
financial, personnel and other resources than does the Company and
therefore have a greater leverage to use in acquiring prospects, hiring
personnel and marketing oil and gas. Accordingly, a high degree of
competition in these areas is expected to continue.
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Governmental Regulation
The production and sale of oil and gas is subject to regulation by
state, federal and local authorities. In most areas there are
statutory provisions regulating the production of oil and natural gas
under which administrative agencies may set allowable rates of
production and promulgate rules in connection with the operation and
production of such wells, ascertain and determine the reasonable market
demand of oil and gas, and adjust allowable rates with respect thereto.
The sale of liquid hydrocarbons was subject to federal regulation
under the Energy Policy and Conservation Act of 1975 which amended
various acts, including the Emergency Petroleum Allocation Act of 1973.
These regulations and controls included mandatory restrictions upon the
prices at which most domestic crude oil and various petroleum products
could be sold. All price controls and restrictions on the sale of
crude oil at the wellhead have been withdrawn. It is possible,
however, that such controls may be reimposed in the future but when, if
ever, such reimposition might occur and the effect thereof on the
Company cannot be predicted.
The sale of certain categories of natural gas in interstate
commerce is subject to regulation under the Natural Gas Act and the
Natural Gas Policy Act of 1978 ("NGPA"). Under the NGPA, a
comprehensive set of statutory ceiling prices applies to all first
sales of natural gas unless the gas is specifically exempt from
regulation (i.e., unless the gas is "deregulated"). Administration and
enforcement of the NGPA ceiling prices are delegated to the FERC. In
June 1986, the FERC issued Order No. 451, which, in general, is
designed to provide a higher NGPA ceiling price for certain vintages of
old gas. It is possible, though unlikely, that the Company may in the
future acquire significant amounts of natural gas subject to NGPA price
regulations and/or FERC Order No. 451.
Company's Office
The Company's offices are located at 2810 South Madison, Spokane,
Washington 99203-1361. The Company leases the space from Harold
Kaufman, Jr., the Company's Secretary/Treasurer, as well as, equipment
including computers, office computer programs, fax machines, small copy
machines, a scanner, telephones, desks, files and fixtures. The lease
payment is at the rate of $1,000.00 per year, plus out-of-pocket
expenses. The transaction with Mr. Kaufman is no less favorable to the
Company than can be obtained from independent third parties.
Employees
The Company is a development stage company and currently has no
employees other than its Officers and Directors.
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RISK FACTORS
1. Nature of Oil and Gas Exploration. The search for oil and gas
has historically been marked by unprofitable efforts resulting not only
from the drilling of dry holes, but also from wells which, though
productive, will not produce oil or gas in sufficient quantities to
return a profit. Liabilities in excess of insurance coverage could
possibly be incurred by the Company as a result of a blow-out, fire,
personal injury or other casualty. Pollution which might be caused by
the Company's operations could also result in liabilities and
restrictions on the Company's activities. If properties are proven
productive, there is no assurance such production can be sold at the
most favorable rates or in optimum quantities. The oil and gas
industry is highly competitive and includes a number of large well-
established companies which possess substantially greater resources
than the Company. To the extent the Company acts as the unit operator
of its oil and gas wells, it can be expected to make substantial
advancements on behalf of other joint owners of the property. There is
no assurance that such joint owner advancements will be collectible.
See "Business."
2. Volatility of Oil and Gas Markets. In the past few years, the
price of oil and gas has been volatile. There is no assurance that in
the future prices for oil and gas production will stabilize at current
rates.
3. Availability of Suitable Prospects or Producing Properties.
Competition for prospects and producing properties is intense. The
Company will be competing with a number of other potential purchasers
of prospects and producing properties, most of which will have greater
financial resources than the Company. Due to the depressed state of
the oil and gas industry, the bidding for prospects has become
particularly intense with different bidders evaluating potential
acquisitions with difference product pricing parameters and other
criteria that result in widely divergent bid prices. See "Business -
Competition." The presence in the market of bidders willing to pay
prices higher than are supported by the Company's evaluation criteria
could further limit the ability of the Company to acquire prospects and
low or uncertain prices for properties can cause potential sellers to
withhold or withdraw properties from the market. In this environment,
there can be no assurance that there will be a sufficient number of
suitable prospects available for acquisition by the Company or that the
Company can sell prospectus or obtain financing for or participants to
join in the development of prospects.
4. Title to Properties. It is customary in the oil and gas
industry that upon acquiring an interest in a property, that only a
preliminary title investigation be done at that time. If the title to
the prospects should prove to be defective, the Company could lose the
costs of acquisition, or incur substantial costs for curative title
work.
5. Shut-in Wells and Curtailed Production. Production from gas
wells in many geographic areas of the United States has been curtailed
or shut-in for considerable periods of time due to a lack of market
demand, and such curtailments may continue for a considerable period of
time in the future. There may be an excess supply of gas in areas
where the Company's operations will be conducted. In such event, it is
possible that there will be no market or a very limited market for the
Company's prospects.
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6. Operating and Environmental Hazards. Hazards incident to the
operation of oil and gas properties, such as accidental leakage of
petroleum liquids and other unforeseen conditions, may be encountered
by the Company if it participates in developing a well and, on
occasion, substantial liabilities to third parties or governmental
entities may be incurred. It is anticipated that customary insurance
coverage will be obtained, but the Company could be subject to
liability for pollution and other damages or may lose substantial
portions of prospects or producing properties due to hazards which
cannot be insured against or which have not been insured against due to
prohibitive premium costs or for other reasons. Governmental
regulations relating to environmental matters could also increase the
cost of doing business or require alteration or cessation of operations
in certain areas. See "Business - Government Regulations."
7. Uninsured Risks. The Company may not be insured against all
losses or liabilities which may arise from operations, either because
such insurance is unavailable or because the Company has elected not to
purchase such insurance due to high premium costs or other reasons.
8. Federal and State Taxation. Federal and state income tax laws
are of particular significance to the oil and gas industry. The
"windfall profits tax" adopted in 1980 reduces the profits which may be
realized by the Company in the production of crude oil. Recent
legislation has eroded previous benefits to oil and gas producers, and
any subsequent legislation may continue this trend. The states in
which the Company may conduct oil and gas activities also impose taxes
upon the production of oil and gas located within such states. There
can be no assurance that the tax laws will not be changed or
interpreted in the future in a manner which adversely affects the
Company.
9. Government Regulation. The oil and gas business is subject to
substantial governmental regulation, including the power to limit the
rates at which oil and gas are produced and to fix the prices at which
oil and gas are sold. It cannot be accurately predicted whether
additional legislation or regulation will be enacted or become
effective.
10. Writedowns and Limits on Accuracy of Reserve Estimates. Oil
and gas reserve estimates are necessarily inexact and involve matters
of subjective engineering judgment. In addition, any estimates of
future net revenues and the present value of such revenues are based on
price and cost assumptions provided by the Company as its best
estimate. These estimates may not prove to have been correct over
time. A further decline in oil and gas prices may require the Company
to write down the value of its oil and gas reserves.
11. Need for Additional Key Personnel. At the present, the
Company employs no full time employees. The success of the Company's
proposed business will depend, in part, upon the ability to attract and
retain qualified employees. The Company believes that it will be able
to attract competent employees, but no assurance can be given that the
Company will be successful in this regard. If the Company is unable to
engage and retain the necessary personnel, its business would be
materially and adversely affected. See "Use of Proceeds" and
"Business."
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12. Reliance Upon Directors and Officers. The Company is wholly
dependent, at the present, upon the personal efforts and abilities of
its Officers who will exercise control over the day to day affairs of
the Company, and upon its Directors, most of whom are engaged in other
activities, and will devote limited time to the Company's activities.
Upon completion of this offering. The President will devote 5% of his
time to the operation of the day to day affairs of the Company, the
Vice President will devote 2% his time to the operation of the day to
day affairs to the Company and the Secretary/Treasurer will devote 2%
of his time to the operation of the day to day affairs to the Company.
Accordingly, while the Company may solicit business through its
Officers, there can be no assurance as to the volume of business, if
any, which the Company may succeed in obtaining, nor that its proposed
operations will prove to be profitable. As of the date hereof, the
Company does not have any commitments regarding its proposed operations
and there can be no assurance that any commitments will be forthcoming.
See "Business" and "Management."
13. Need for Subsequent Funding. The Company may have future
needs for additional funds in order to finance its proposed business
operations. The Company's continued operations therefore may depend
upon the availability of cash flow, if any, from its operations or its
ability to raise additional funds through bank borrowings or equity or
debt financing. There is no assurance that the Company will be able to
obtain additional funding when needed, or that such funding, if
available, can be obtained on terms acceptable to the Company. If the
Company cannot obtain needed funds, it may be forced to curtail or
cease its activities.
14. Non-Arms's Length Transaction. The number of shares of
Common Stock issued to present shareholders of the Company for cash was
arbitrarily determined and may not be considered the product of arm's
length transactions. See "Principal Shareholders."
15. Indemnification of Officers and Directors for Securities
Liabilities. The Bylaws of the Company provide that the Company may
indemnify any Director, Officer, agent and/or employee as to those
liabilities and on those terms and conditions as are specified in the
Nevada Business Corporation Act. Further, the Company may purchase and
maintain insurance on behalf of any such persons whether or not the
corporation would have the power to indemnify such person against the
liability insured against. The foregoing could result in substantial
expenditures by the Company and prevent any recovery from such
Officers, Directors, agents and employees for losses incurred by the
Company as a result of their actions. Further, the Company has been
advised that in the opinion of the Securities and Exchange Commission,
indemnification is against public policy as expressed in the Securities
Act of 1933, as amended, and is, therefore, unenforceable.
16. Competition. The Company believes that it will have
competitors and potential competitors, many of whom may have
considerably greater financial and other resources than the Company.
17. Public Market for Securities. The Company's common stock is
not traded on any medium and there is no assurance that the Company's
common stock will ever be traded.
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18. Cumulative Voting, Preemptive Rights and Control. There are
no preemptive rights in connection with the Company's Common Stock.
Cumulative voting in the election of Directors is not provided for.
Accordingly, the holders of a majority of the shares of Common Stock,
present in person or by proxy, will be able to elect all of the
Company's Board of Directors. See "Description of the Securities."
19. No Dividends Anticipated. At the present time the Company
does not anticipate paying dividends, cash or otherwise, on its Common
Stock in the foreseeable future. Future dividends will depend on
earnings, if any, of the Company, its financial requirements and other
factors. Investors who anticipate the need of an immediate income from
their investment in the Company's Common Stock should refrain from the
purchase of the securities. See "Dividend Policy."
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The Company has inadequate cash to maintain operations during the
next twelve months. In order to meet its cash requirements the Company
will have to raise additional capital through the sale of securities or
loans. As of the date hereof, the Company has not made sales of
additional securities and there is no assurance that it will be able to
raise additional capital through the sale of securities in the future.
Further, the Company has not initiated any negotiations for loans to
the Company and there is no assurance that the Company will be able to
raise additional capital in the future through loans. In the event
that the Company is unable to raise additional capital, it may have to
suspend or cease operations.
The Company does not intend to conduct any research or development
of its services during the next twelve months other than as described
herein. See "Business."
The Company does not intend to purchase a plant or significant
equipment. The Company will hire employees on an as needed basis,
however, the Company does not expect any significant changes in the
number of employees.
The Company does not expect to earn revenues until it begins
recovering oil and/or gas.
ITEM 3. DESCRIPTION OF PROPERTIES.
The Company owns one undeveloped oil and gas lease, more
particularly described as a 100% leasehold interest and a 78% net
revenue interest, in and to that certain oil and gas lease dated
January 9, 1954, from Ed Ford, et ux, as Lessors, to Vanroe M. Howard,
as Lessee, recorded in Volume 266, page 216, Deed Records of Stephens
County, Texas, only insofar as said lease covers all of Texan
Emigration and Land Company, Survey No. 1083, Stephens County, Texas,
save and except 20 acres in the form of a square surrounding the Ed
Ford A-3 well located in the southwest corner of said survey,
containing 300 acres of land, more or less.
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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth the Common Stock ownership of each
person known by the Company to be the beneficial owner of five percent
or more of the Company's Common Stock each director individually and
all officers and directors of the Company as a group. Each person has
sole voting and investment power with respect to the shares of Common
Stock shown, unless otherwise noted, and all ownership is of record and
beneficial.
Name Number of Number of
of owner Shares Position Shares
Gary Ruff 16,900,000 President, Chief 44.05%
2120 Crosswood Lane Executive Officer and
Irving, TX 75063 a member of the
Board of Directors
Albert J.
Schauble, Jr. 0 Vice President and 0.00%
903 S. Jefferson St. a member of the
Kennewick, WA 99336 Board of Directors
Harold Kaufman Jr. 18,000,000 Secretary/Treasurer, 46.92%
2810 South Madison Chief Financial Officer
Spokane, WA 99203 and a member of the
Board of Directors
All officers and 34,900,000 90.97%
directors as a
group (3 persons)
Doris Ruff 3,300,000 8.60%
2001 Yacht Vindex
Newport Beach, CA 92660
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The officers and directors of the Company are as follows:
Name Age Position
Gary Ruff 40 President, Chief Executive Officer
and a member of the Board of
Directors
Albert J. Schauble, Jr. 44 Vice President and a member of the
Board of Directors
Harold Kaufman, Jr. 39 Secretary/Treasurer, Chief
Financial Officer and member of the
Board of Directors
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All directors hold office until the next annual meeting of
shareholders which is tentatively scheduled for third week in March,
2001, or until their successors have been elected and qualified. The
Company's officers are elected by the Board of Directors at the annual
meeting and hold office until their death, or until they resign, or
have been removed from office.
Officer and Director Biographies:
Gary Ruff - President, Chief Executive Officer and a member of the
Board of Directors.
Mr. Ruff is a founder, President, Chief Executive Officer and a
member of the Board of Directors of the Company. From September 1996 to
June 1998, Mr. Ruff was Vice President and a member of the Board of
Directors of Equipment Leasing & Sales Corporation, a Washington
corporation. Equipment Leasing & Sales purpose is to lend and sell
equipment and supplies to third parties. Since August 1992, Mr. Ruff
has been Senior Counsel for Tenet Healthcare Corporation, Dallas Texas.
During the month of July 1992, Mr. Ruff was on vacation. From July
1985 to June 1992 Mr. Ruff was Tax Manager at Deloitte & Touche,
Certified Public Accountants. Mr. Ruff holds a L.L.M. degree in
taxation from Georgetown University Law Center; a Juris Doctor degree
from Pepperdine University School of Law; a Masters of Management from
the J.L. Kellogg School of Management from Northwestern University,
Evanston, Illinois; and, a B.B.A. degree in accounting from Gonzaga
University, Spokane, Washington. Mr. Ruff is licensed to practice law
in the states of California and Texas.
Albert J. Schauble, Jr. - Vice President and a member of the Board of
Directors.
Since May 2000, Mr. Schauble has been the Vice President and a
member of the Board of Directors. Since 1979, Mr. Schauble has been
employed as a high school teacher and coach by the Kennewick School
District, Kennewick, Washington.
Harold Kaufman, Jr. - Secretary/Treasurer, Chief Financial Officer and
a member of the Board of Directors
Mr. Kaufman is a founder, Secretary/Treasurer, Chief Financial
Officer and a the Board of Directors of the Company. From December
1997 to March 1999, Mr. Kaufman was the President, Treasurer and a
member of the Board of Directors of Professional Perceptions, Inc., a
Nevada corporation. Professional Perceptions purpose is to assist
retail businesses with the development of marketing programs. Since
1994, Mr. Kaufman has been the Vice President and a member of the Board
of Directors of Probity Corporation, a Washington blank check
corporation. Since 1996, Mr. Kaufman has been employed as President of
Tarared, Inc., business consultants providing consulting and
administrative services on a project-by-project basis. From 1991 to
1996, Mr. Kaufman was employed as a mortgage broker in Spokane,
Washington. Mr. Kaufman's duties included managing all office
administration for Farwest Mortgage and loan organization. From 1988
to 1993, Mr. Kaufman was also employed on a part-time basis as Director
of the Music Department of Millman Jewelers - EZ Loans located in
Spokane, Washington. In 1991, Mr. Kaufman was employed as Special
Projects Facilitator, Seafirst Bank - Investment Division, Seattle,
Washington. Mr. Kaufman graduated from Spokane Community College in
1988 with an Associates of Arts degree.
<PAGE> 12
ITEM 6. EXECUTIVE COMPENSATION.
Summary Compensation.
The following table sets forth the compensation paid by the
Company from inception on March 19, 1999 through December 31, 1999, for
each officer and director of the Company. This information includes
the dollar value of base salaries, bonus awards and number of stock
options granted, and certain other compensation, if any.
SUMMARY COMPENSATION TABLE
Long-Term Compensation
Annual Compensation Awards Payouts
Names Other Under Restricted Other
Executive Annual Options/ Shares or Annual
Officer and Compen- SARs Restricted LTIP Compen-
Principal Year Salary Bonus sation Granted Share Payouts sation
Position Ended (US$) (US$) (US$) (#) Units (US$) (US$) (US$)
Gary 1999 0 0 0 0 0 0 0
Ruff 1998 0 0 0 0 0 0 0
President 1997 0 0 0 0 0 0 0
Albert J. 1999 0 0 0 0 0 0 0
Schauble, Jr. 1998 0 0 0 0 0 0 0
Vice President 1997 0 0 0 0 0 0 0
Harold 1999 0 0 0 0 0 0 0
Kaufman, Jr. 1998 0 0 0 0 0 0 0
Secretary/ 1997 0 0 0 0 0 0 0
Treasurer
Murray 1999 0 0 0 0 0 0 0
Sternfeld 1998 0 0 0 0 0 0 0
(Resigned) 1997 0 0 0 0 0 0 0
The Company does not anticipate paying any salaries until it
begins profitable operations and generating sufficient revenues to pay
the same:
Gary Ruff President $ -0-
Albert J. Schauble, Jr. Vice President $ -0-
Harold Kaufman Jr. Secretary/Treasurer $ -0-
There are no other stock option plans, retirement, pension, or
profit sharing plans for the benefit of the Company's officers and
directors.
Long-Term Incentive Plan Awards.
The Company does not have any long-term incentive plans that
provide compensation intended to serve as incentive for performance.
Compensation of Directors.
In general, the Directors do not receive any compensation for
serving as members of the Board of Directors. The Board has not
implemented a plan to award options to any Directors. There are no
contractual arrangements with any member of the Board of Directors.
See "Certain Relationships and Related Transaction."
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ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In April 1999, the Company issued 16,900,000 shares of common
stock to Gary Ruff, the Company's President and Chief Executive Officer
in consideration of $16,900.
In April 1999, the Company issued 18,000,000 shares of common
stock to Harold Kaufman, Jr., the Company's Secretary/Treasurer and
Chief Financial Officer in consideration of $18,000.
In March 2000, the Company entered into an agreement with Harold
Kaufman, Jr., the Company's Secretary/Treasurer, wherein it was agreed
that Mr. Kaufman would lease space at his home to the Company in
consideration of an annual payment of $1,000.
ITEM 8. LEGAL PROCEEDINGS.
The Company is not a party to any pending or threatened litigation
and to its knowledge, no action, suit or proceedings has been
threatened against its officers and its directors.
ITEM 9. MARKET PRICE FOR COMMON EQUITY AND OTHER SHAREHOLDER MATTERS.
No market exists for the Company's securities and there is no
assurance that a regular trading market will develop, or if developed,
that it will be sustained. A shareholder in all likelihood, therefore,
will be unable to resell the securities referred to herein should he or
she desire to do so. Furthermore, it is unlikely that a lending
institution will accept the Company's securities as pledged collateral
for loans unless a regular trading market develops. There are no
plans, proposals, arrangements or understandings with any person with
regard to the development of a trading market in any of the Company's
securities. On January 4, 1999, the NASD amended its rules regarding
listing of securities for trading on the Bulletin Board. Effective on
January 4, 1999, securities of corporations will not be listed for
trading on the Bulletin Board unless the corporation files reports
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Accordingly, the Company's common stock will not be listed for trading
on the Bulletin Board until such time as this registration statement is
declared effective by the Securities and Exchange Commission (the
"Commission") and the Company has satisfied all comments made by the
Commission.
SEC Rule 15g
The Company's shares are covered by Section 15g of the Securities
Act of 1933, as amended that imposes additional sales practice
requirements on broker/dealers who sell such securities to persons
other than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $1,000,000 or annual income exceeding $200,000
or $300,000 jointly with their spouses). For transactions covered by
the Rule, the broker/dealer must make a special suitability
determination for the purchase and have received the purchaser's
written agreement to the transaction prior to the sale. Consequently,
the Rule may affect the ability of broker/dealers to sell the Company's
securities and also may affect the ability of purchasers to sell their
shares in the secondary market.
<PAGE> 14
Section 15g also imposes additional sales practice requirements on
broker/dealers who sell penny securities. These rules require a one
page summary of certain essential items. The items include the risk of
investing in penny stocks in both public offerings and secondary
marketing; terms important to understanding of the function of the
penny stock market, such as "bid" and "offer" quotes, a dealers
"spread" and broker/dealer compensation; the broker/dealer
compensation, the broker/dealers duties to its customers, including the
disclosures required by any other penny stock disclosure rules; the
customers rights and remedies in causes of fraud in penny stock
transactions; and, the NASD's toll free telephone number and the
central number of the North American Administrators Association, for
information on the disciplinary history of broker/dealers and their
associated persons.
As of June 12, 2000, the Company has 19 holders of record of its
Common Stock.
The Company has not paid any dividends since its inception and
does not anticipate paying any dividends on its Common Stock in the
foreseeable future.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
The Company has 38,362,000 shares of Common Stock issued and
outstanding as of June 12, 2000. Of the 38,362,000 shares of the
Company's Common Stock outstanding, 3,462,000 shares are freely
tradeable and 34,900,000 shares can only be resold in compliance with
Reg. 144 adopted under the Securities Act of 1933 (the "Act"), with the
exception of the one year holding period thereunder.
In April 1999, the Company sold 38,362,000 shares of its common
stock to two officers/directors and seventeen other individuals in
consideration of $108,400. All sales were made pursuant to Reg. 504 of
the Securities Act of 1933 (the "Act") and all funds were received and
deposited to its bank account prior to April 7, 1999.
ITEM 11. DESCRIPTION OF SECURITIES.
Common Stock
The authorized Common Stock of the Company consists of 100,000,000
shares of $0.00001 par value Common Stock. As of May 1, 2000,
38,362,000 shares are issued and outstanding.
All shares have equal voting rights and are not assessable.
Voting rights are not cumulative and, therefore, the holders of more
than 50% of the Common Stock could, if they chose to do so, elect all
of the directors of the Company.
Upon liquidation, dissolution, or winding up of the Company, the
assets of the Company, after the payment of liabilities, will be
distributed pro rata to the holders of the Common Stock. The holders
of the Common Stock do not have preemptive rights to subscribe for any
securities of the Company and have no right to require the Company to
redeem or purchase their shares. The shares of Common Stock presently
outstanding are fully paid and non-assessable.
<PAGE> 15
Dividends
Holders of the Common Stock are entitled to share equally in
dividends when, as and if declared by the Board of Directors of the
Company, out of funds legally available therefore. No dividend has
been paid on the Common Stock since inception, and none is contemplated
in the foreseeable future.
Transfer Agent
The transfer agent for the Company's Common Stock is Pacific Stock
Transfer Co., 5844 South Pecos Road, Suite D, Las Vegas, Nevada 89120
and its telephone number is (702) 361-3033.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The laws of the state of Nevada under certain circumstances
provide for indemnification of the Company's Officers, Directors and
controlling persons against liabilities which they may incur in such
capacities. A summary of the circumstances in which such
indemnification is provided for is contained herein, but this
description is qualified in its entirety by reference to the Company's
Articles of Incorporation and to the statutory provisions.
In general, any Officer, Director, employee or agent may be
indemnified against expenses, fines, settlements or judgments arising
in connection with a legal proceeding to which such person is a party,
if that person's actions were in good faith, were believed to be in the
Company's best interest, and were not unlawful. Unless such person is
successful upon the merits in such an action, indemnification may be
awarded only after a determination by independent decision of the Board
of Directors, by legal counsel, or by a vote of the shareholders, that
the applicable standard of conduct was met by the person to be
indemnified.
The circumstances under which indemnification is granted in
connection with an action brought on behalf of the Company is generally
the same as those set forth above; however, with respect to such
actions, indemnification is granted only with respect to expenses
actually incurred in connection with the defense or settlement of the
action. In such actions, the person to be indemnified must have acted
in good faith and in a manner believed to have been in the Company's
best interest, and have not been adjudged liable for negligence or
misconduct.
The Company's Articles of Incorporation and Bylaws contain similar
provisions for indemnification as described above.
ITEM 13. FINANCIAL STATEMENTS.
Financial Statements begin on following page.
<PAGE> 16
The Board of Directors
Oil and Gas Seekers, Inc.
Spokane, WA
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying balance sheet of Oil and Gas Seekers,
Inc. (an exploration stage company) as of December 31, 1999, and the
related statements of operations, stockholders' equity, and cash flows
for the period from inception (March 19, 1999) through December 31,
1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Oil and Gas
Seekers, Inc. as of December 31, 1999, and the results of its
operations and cash flows for the period from inception (March 19,
1999) through December 31, 1999 in conformity with generally accepted
accounting principles.
/s/ Williams & Webster, P.S.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
March 30, 2000
F-1
<PAGE> 17
OIL AND GAS SEEKERS, INC.
(An Exploration Stage Company)
BALANCE SHEET
December 31,
1999
ASSETS
CURRENT ASSETS
Cash $ 105,619
---------
Total Current Assets $ 105,619
---------
TOTAL ASSETS $ 105,619
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Rent payable to related party $ 1,000
---------
Total Current Liabilities 1,000
---------
COMMITMENTS AND CONTINGENCIES -
STOCKHOLDERS' EQUITY
Common stock, $0.00001 par value;
100,000,000 shares authorized,
38,362,000 shares issued and
outstanding 384
Additional paid-in capital 108,016
Deficit accumulated during
exploration stage (3,781)
---------
Total Stockholders' Equity 104,619
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 105,619
=========
The accompanying notes are an integral part of these financial
statements.
F-2
<PAGE> 18
OIL AND GAS SEEKERS, INC.
(An Exploration Stage Company)
STATEMENT OF OPERATIONS
Inception
(March 19, 1999)
to December 31, 1999
REVENUES $ -
GENERAL AND ADMINISTRATIVE EXPENSES
Rent 1,000
Taxes and licenses 85
Legal fees 1,916
Transfer agent fees 745
Miscellaneous 35
----------
Total Expenses 3,781
----------
NET LOSS $ (3,781)
==========
BASIC AND DILUTED LOSS PER
COMMON SHARE $ nil
==========
WEIGHTED AVERAGE NUMBER
OF BASIC AND DILUTED COMMON
SHARES OUTSTANDING 37,992,000
==========
The accompanying notes are an integral part of these financial
statements.
F-3
<PAGE> 19
OIL AND GAS SEEKERS, INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Deficit
Accumulated
Common Stock Additional During
Number Paid-in Exploration
of shares Amount Capital Stage Total
Stock issued in
March 1999 for
an average of
$0.003 per
share 38,362,000 $ 384 $ 108,016 $ - $ 108,400
Net loss for the
year ending
12/31/99 - - - (3,781) (3,781)
---------- ----- --------- -------- ----------
Balance,
12/31/99 38,362,000 $ 384 $ 108,016 $ (3,781) $ 104,619
========== ===== ========= ======== ==========
The accompanying notes are an integral part of these financial
statements.
F-4
<PAGE> 20
OIL AND GAS SEEKERS, INC.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
Inception
(March 19,
1999) to
December 31,
1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (3,781)
Adjustments to reconcile net loss to net
cash used by operating activities:
Increase in rent payable 1,000
---------
Net cash used by operating activities (2,781)
---------
CASH FLOWS FROM INVESTING ACTIVITIES: -
---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sales of common stock 108,400
---------
Net cash provided by financing activities 108,400
---------
Net increase in cash $ 105,619
Cash beginning of period -
---------
Cash at end of period $ 105,619
=========
Supplemental cash flow disclosures:
Income taxes paid $ -
=========
Interest paid $ -
=========
The accompanying notes are an integral part of these financial
statements.
F-5
<PAGE> 21
OIL AND GAS SEEKERS, INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1999
NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS
Oil and Gas Seekers, Inc. (hereinafter "the Company") was incorporated
on March 19, 1999 under the laws of the State of Nevada for the purpose
of acquiring, exploring and developing natural resource properties.
The Company maintains an office in Spokane, Washington. The Company's
fiscal year end is December 31.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Oil and Gas Seekers,
Inc. is presented to assist in understanding the Company's financial
statements. The financial statements and notes are representations of
the Company's management which is responsible for their integrity and
objectivity. These accounting policies conform to generally accepted
accounting principles and have been consistently applied in the
preparation of the financial statements.
Exploration Stage Activities
The Company has been in the exploration stage since its formation in
March 1999 and has not yet realized any revenues from its planned
operations. It is primarily engaged in the acquisition, exploration
and development of natural resource properties. Upon location of a
commercial reserve, the Company expects to actively prepare the site
for extraction and enter a development stage.
Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting.
Loss Per Share
Loss per share was computed by dividing the net loss by the weighted
average number of shares outstanding during the period. The weighted
average number of shares was calculated by taking the number of shares
outstanding and weighting them by the amount of time that they were
outstanding. Basic and diluted loss per share is the same, as there
were no common stock equivalents outstanding.
Revenues
As noted in its statement of operations, Oil and Gas Seekers, Inc. has
not produced any revenue in the period ended December 31, 1999. When
the Company does produce revenue, sales will be recognized at the point
of passage of title specified in the contract.
F-6
<PAGE> 22
OIL AND GAS SEEKERS, INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1999
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Inventories
At the point the Company obtains inventories, they will be valued at
the lower of cost or market. The cost of inventories of crude oil and
petroleum products will be determined on the last-in, first-out (LIFO)
method.
Cash and Cash Equivalents
For purposes of its statement of cash flows, the Company considers all
short-term debt securities purchased with a maturity of three months or
less to be cash equivalents.
Provision for Taxes
At December 31, 1999, the Company had net operating loss of
approximately $3,700. No provision for taxes or tax benefit has been
reported in the financial statements, as there is not a measurable
means of assessing future profits or losses.
Use of Estimates
The process of preparing financial statements in conformity with
generally accepted accounting principles requires the use of
estimates and assumptions regarding certain types of assets,
liabilities, revenues, and expenses. Accordingly, upon settlement,
actual results may differ from estimated amounts.
Impaired Asset Policy
In March 1995, the Financial Accounting Standards Board issued a
statement titled "Accounting for Impairment of Long-lived Assets."
In complying with this standard, the Company will review its long-
lived assets quarterly to determine if any events or changes in
circumstances have transpired which indicate that the carrying value
of its assets may not be recoverable. The Company will determine
impairment by comparing the undiscounted future cash flows estimated
to be generated by its assets to their respective carrying amounts.
Exploration Costs
In accordance with generally accepted accounting principles, the
Company will expense exploration costs as incurred.
F-7
<PAGE> 23
OIL AND GAS SEEKERS, INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1999
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Environmental Expenditures
The Company will accrue for environmental remediation liabilities
when it is probable that such liability exists, based on past events
or known conditions, and the amount of such loss can be reasonably
estimated. If the Company can only estimate a range of probable
liabilities, the minimum, undiscounted expenditure necessary to
satisfy the Company's future obligation is accrued. Due to the fact
that the Company has not started any production activities, there are
no known liabilities at December 31, 1999.
NOTE 3 COMMON STOCK
In March 1999, 38,362,000 shares of common stock were issued for cash
at an average price of $0.003 per share.
NOTE 4 RELATED PARTIES AND RENT PAYABLE
The Company occupies office space provided by Mr. Harold Kaufman Jr.,
the Secretary of the Company, at a rate of $1,000 per year. At
December 31, 1999 this rent amount had not been paid and was accrued as
a related party payable.
NOTE 5 YEAR 2000 ISSUES
Like other companies, Oil and Gas Seekers, Inc. could be adversely
affected if the computer systems the Company, its suppliers or
customers use do not properly process and calculate date-related
information and data from the period surrounding and including January
1, 2000. This is commonly known as the "Year 2000" issue.
Additionally, this issue could impact non-computer systems and devices
such as production equipment and elevators, etc. Any costs associated
with Year 2000 compliance are expensed when incurred. At this time,
there have been no known adverse conditions caused by the year 2000
issue.
NOTE 6 CONCENTRATION OF CREDIT RISK FOR CASH HELD AT BANKS
The Company maintains cash balances at one bank. Accounts are insured
by the Federal Deposit Insurance Corporation up to $100,000. At
December 31, 1999 the cash balance exceeded this insured amount by
$5,619.
F-8
<PAGE> 24
OIL AND GAS SEEKERS, INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1999
NOTE 7 - SUBSEQUENT EVENTS
On March 31, 2000, the Company acquired for $15,000 in cash a 100%
leasehold interest and a 78% net revenue interest in a lease containing
oil and gas rights in Stephens County, Texas. The lease is limited to
two years and can be extended under certain circumstances in the event
of actual drilling or production.
F-9
<PAGE> 25
Board of Directors
Oil and Gas Seekers, Inc.
2810 South Madison
Spokane, WA 99203-1361
Independent Accountant's Review Report
We have reviewed the accompanying balance sheet of Oil and Gas Seekers,
Inc. (an exploration stage company) as of March 31, 2000 and the
related statements of operations, stockholders' equity and cash flows
for the three months ended March 31, 2000, and for the period from
March 19, 1999 (inception) to March 31, 2000. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of
interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of persons
responsible for financial and accounting matters. It is substantially
less in scope than an audit in accordance with generally accepted
auditing standards, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the accompanying financial statements in order
for them to be in conformity with generally accepted accounting
principles.
The financial statements for the period ended December 31, 1999 were
audited by us and we expressed an unqualified opinion on them in our
report dated March 30, 2000, but we have not performed any auditing
procedures since that date.
/s/ Williams and Webster, P.S.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
April 26, 2000
F-1
<PAGE> 26
OIL AND GAS SEEKERS, INC.
(An Exploration Stage Company)
BALANCE SHEETS
March 31, December 31,
2000 1999
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 78,299 $ 105,619
----------- -----------
Total Current Assets 78,299 105,619
----------- -----------
PROPERTY, PLANT AND EQUIPMENT
Oil and gas lease 15,000 -
----------- -----------
Total Property Plant and Equipment 15,000 -
----------- -----------
TOTAL ASSETS 93,299 $ 105,619
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Rent payable to related party $ 1,250 $ 1,000
----------- -----------
Total Current Liabilities 1,250 1,000
----------- -----------
COMMITMENTS AND CONTINGENCIES - -
----------- -----------
STOCKHOLDERS' EQUITY
Common stock, $0.00001 par value;
100,000,000 shares authorized,
38,362,000 shares issued and
outstanding 384 384
Additional paid-in capital 108,016 108,016
Deficit accumulated during
exploration stage (16,351) (3,781)
----------- -----------
Total Stockholders' Equity 92,049 104,619
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 93,299 $ 105,619
=========== ===========
See accompanying notes and accountant's review report.
F-2
<PAGE> 27
OIL AND GAS SEEKERS, INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
Three-months Period Inception
ended ended (3-19-1999)
3-31-2000 12-31-1999 to 3-31-2000
(Unaudited) (Unaudited)
REVENUES $ - $ - $ -
----------- ----------- -----------
GENERAL AND ADMINISTRATIVE EXPENSES
Rent 250 1,000 1,250
Taxes and licenses - 85 85
Accounting expense 2,010 - 2,010
Legal fees 10,000 1,916 11,916
Transfer agent fees 285 745 1,030
Miscellaneous 25 35 60
----------- ----------- -----------
Total Expenses 12,570 3,781 16,351
----------- ----------- -----------
LOSS BEFORE INCOME TAXES (12,570) (3,781) (16,351)
INCOME TAXES - - -
----------- ----------- -----------
NET LOSS $ (12,570)$ (3,781)$ (16,351)
=========== =========== ===========
BASIC AND DILUTED NET LOSS PER
COMMON SHARE $ nil $ nil $ nil
=========== =========== ===========
WEIGHTED AVERAGE NUMBER
OF BASIC AND DILUTED COMMON
SHARES OUTSTANDING 38,362,000 37,992,000 38,095,600
=========== =========== ===========
See accompanying notes and accountants review report.
F-3
<PAGE> 28
OIL AND GAS SEEKERS, INC.
(An Exploration Stage Company)
STATEMENTS OF STOCKHOLDERS, EQUITY
Deficit
Accumulated
Common Stock Additional During
Number Paid-in Exploration
of Shares Amount Capital Stage Total
Stock issued in March
1999 for an average of
$0.003 per share 38,362,000 $ 384 $ 108,016 $ - $ 108,400
Net loss for the Year
ending December 31, 1999 - - - (3,781) (3,781)
---------- ------ --------- ------- ---------
Balances at
December 31, 1999 38,362,000 384 108,016 (3,781) 104,619
Net loss for the three
months ending
March 31, 2000 - - - (12,570) (12,570)
---------- ------ --------- -------- ---------
Balances at March 31,
2000 (Unaudited) 39,362,000 $ 384 $ 108,016 $(16,351)$ 92,049
========== ====== ========= ======== =========
See accompanying notes and accountant's review report.
F-4
<PAGE> 29
OIL AND GAS SEEKERS INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
Three-months Period Inception
ended ended (3-19-1999)
3-31-2000 12-31-1999 to 3-31-2000
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (12,570) $ (3,781) $ (16,351)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Increase in rent payable 250 1,000 1,250
---------- ---------- -----------
Net cash used by operating
activities (12,320) (2,781) (15,101)
---------- ---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of oil and gas lease (15,000) - (15,000)
---------- ---------- -----------
Net cash used by investing
activities (15,000) - (15,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sales of
common stock - 108,400 108,400
---------- ---------- -----------
Net cash provided by financing
activities - 108,400 108,400
---------- ---------- -----------
Net increase (decrease) in cash (27,320) 105,619 78,299
Cash beginning of period 105,619 - -
---------- ---------- -----------
Cash at end of period $ 78,299 $ 105,619 $ 78,299
========== ========== ===========
Supplemental cash flow disclosures:
Income taxes paid $ - $ - $ -
========== ========== ===========
Interest paid $ - $ - $ -
========== ========== ===========
See accompanying notes and accountant's review report.
F-5
<PAGE> 30
OIL AND GAS SEEKERS, INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
March 31,2000
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Oil and Gas Seekers, Inc. (hereinafter "the Company") was
incorporated on March 19, 1999 under the laws of the State of Nevada
for the purpose of acquiring, exploring and developing natural
resource properties. The Company had no activity, other than common
stock sales, prior to April 1, 1999 (See Note 3). The Company
maintains an office in Spokane, Washington. The Company's fiscal
year-end is December 31.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Oil and Gas
Seekers, Inc. is presented to assist in understanding the Company's
financial statements. The financial statements and notes are
representations of the Company's management which is responsible for
their integrity and objectivity. These accounting policies conform
to generally accepted accounting principles and have been
consistently applied in the preparation of the financial statements.
Exploration Stage Activities
The Company has been in the exploration stage since its formation in
March 1999 and has not yet realized any revenues from its planned
operations. It is primarily engaged in the acquisition, exploration
and development of natural resource properties. Upon location of a
commercial reserve, the Company expects to actively prepare the site
for extraction and enter a development stage.
Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting.
Loss Per Share
Loss per share was computed by dividing the net loss by the weighted
average number of shares outstanding during the period. The weighted
average number of shares was calculated by taking the number of
shares outstanding and weighting them by the amount of time that they
were outstanding. Basic and diluted loss per share is the same, as
there were no common stock equivalents outstanding.
F-6
<PAGE> 31
OIL AND GAS SEEKERS, INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenues
As noted in its statement of operations, Oil and Gas Seekers, Inc.
has not produced any revenue in the period ended December 31, 1999 or
in the quarter ended March 31, 2000. When the Company does produce
revenue, sales will be recognized at the point of passage of title
specified in the contract.
Inventories
At the point the Company obtains inventories, they will be valued at
the lower of cost or market. The cost of inventories of crude oil
and petroleum products will be determined on the last-in, first-out
(LIFO) method.
Cash and Cash Equivalents
For purposes of its statement of cash flows, the Company considers
all short-term debt securities purchased with a maturity of three
months or less to be cash equivalents.
Provision for Taxes
At March 31, 2000, the Company had net operating loss of
approximately $16,000. No provision for taxes or tax benefit has
been reported in the financial statements, as there is not a
measurable means of assessing future profits or losses.
Use of Estimates
The process of preparing financial statements in conformity with
generally accepted accounting principles requires the use of
estimates and assumptions regarding certain types of assets,
liabilities, revenues, and expenses. Accordingly, upon settlement,
actual results may differ from estimated amounts.
F-7
<PAGE> 32
OIL AND GAS SEEKERS, INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Impaired Asset Policy
In March 1995, the Financial Accounting Standards Board issued a
statement titled "Accounting for Impairment of Long-lived Assets."
In complying with this standard, the Company will review its long-
lived assets quarterly to determine if any events or changes in
circumstances have transpired which indicate that the carrying value
of its assets may not be recoverable. The Company will determine
impairment by comparing the undiscounted future cash flows estimated
to be generated by its assets to their respective carrying amounts.
Exploration Costs
In accordance with generally accepted accounting principles, the
Company will expense exploration costs as incurred.
Derivative Instruments
In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 133,
"Accounting for Derivative Instruments and Hedging Activities." This
new standard establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. It requires
that an entity recognize all derivatives as either assets or
liabilities in the balance sheets and measure those instruments at
fair value.
At March 31, 2000, the Company has not engaged in any transactions
that would be considered derivative instruments or hedging
activities.
Interim Financial Statements
The interim financial statements as of and for the three months ended
March 31, 2000, included herein have been prepared for the Company,
without audit. They reflect all adjustments, which are, in the
opinion of management, necessary to present fairly the results of
operations for these periods. All such adjustments are normal
recurring adjustments. The results of operations for the periods
presented are not necessarily indicative of the results to be
expected for the full fiscal year.
F-8
<PAGE> 33
OIL AND GAS SEEKERS, INC.
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Environmental Expenditures
The Company will accrue for environmental remediation liabilities
when it is probable that such liability exists, based on past events
or known conditions, and the amount of such loss can be reasonably
estimated. If the Company can only estimate a range of probable
liabilities, the minimum, undiscounted expenditure necessary to
satisfy the Company's future obligation is accrued. Due to the fact
that the Company has not started any production activities, there are
no known liabilities at March 31, 2000.
NOTE 3 - COMMON STOCK
In March 1999, 38,362,000 shares of common stock were issued for cash
at an average price of $0.003 per share.
NOTE 4 - RELATED PARTIES AND RENT PAYABLE
The Company occupies office space provided by Mr. Harold Kaufman Jr.,
the Secretary of the Company, at a rate of $1,000 per year. At
March 31, 2000 this rent amount had not been paid and was accrued as
a related party payable.
NOTE 5 - YEAR 2000 ISSUES
Like other companies, Oil and Gas Seekers, Inc. could be adversely
affected if the computer systems the Company, its suppliers or
customers use do not properly process and calculate date-related
information and data from the period surrounding and including
January 1, 2000. This is commonly known as the "Year 2000" issue.
Additionally, this issue could impact non-computer
systems and devices such as production equipment and elevators, etc.
Any costs associated with Year 2000 compliance are expensed when
incurred. At this time, there have been no known adverse conditions
caused by the year 2000 issue.
NOTE 6 - OIL AND GAS LEASE
On March 31, 2000, the Company acquired for $15,000 in cash a 100%
leasehold interest and a 78% net revenue interest in a lease
containing oil and gas rights in Stephens County, Texas. The lease
is limited to two years and can be extended under certain
circumstances in the event of actual drilling or production.
F-9
<PAGE> 34
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
There have been no disagreements on accounting and financial
disclosures through the date of this Registration Statement.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
(1) List of Financial Statements
Independent Auditors' Report
Balance Sheet
Statement of Income
Statement of Cash Flows
Statement of Shareholders' Equity
Notes to Financial Statements
(2) List of Exhibits.
Exhibit No. Description
3.1 * Articles of Incorporation.
3.2 * Bylaws.
4.1 * Specimen Stock Certificate.
10.1 * Oil and Gas Lease.
27.1 * Financial Data Schedule.
* Previously filed.
<PAGE> 35
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934, the registrant caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
OIL AND GAS SEEKERS, INC.
BY: /s/ Gary Ruff
Gary Ruff, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this Form 10-SB/A-1 Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
Signatures Title Date
/s/ Gary Ruff
Gary Ruff President, Chief Executive 07/10/2000
Officer and a member of the
Board of Directors
/s/ Harold Kaufman
Harold Kaufman, Jr. Secretary/Treasurer, Chief 07/10/2000
Financial Officer and a
Member of the Board of
Directors
______________________
Albert J. Schauble, Jr. Vice President and a member 07/____/2000
of the Board of Directors
