U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
-----------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
------------- -------------
Commission File No.
-----------
0-27305
COMSTOCK COAL COMPANY, INC.
-------------------------------------
(Name of Small Business Issuer in its Charter)
UTAH 87-0627421
-------- ------------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
5525 SOUTH 900 EAST, SUITE 110 Salt Lake City,
Utah 84117
---------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 262-8844
COMSTOCK COAL COMPANY, INC.
-------------
(Former Name or Former Address, if changed since last Report)
311 South State Street, Suite 410
Salt Lake City, Utah 84111
Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered: None
Securities Registered under Section 12(g) of the Exchange Act: Common
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year:
December 31, 1999 - $0.
<PAGE>
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.
December 31, 1999 - $53. There are approximately 53,000 shares of common
voting stock of the Company not held by affiliates. Because there has been no
"public market" for the Company's common stock during the past five years, the
Company has arbitrarily valued these shares at par value of $0.001 per share.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
None, Not applicable;
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:
JANUARY 20, 2000
2,398,000
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.
Transitional Small Business Issuer Format Yes X No
--- ---
<PAGE>
PART I
Item 1. Description of Business.
------------------------
Business Development.
- ---------------------
Organization and Charter Amendments.
-----------------------------------
Comstock Coal Company, Inc. (the "Company") was organized under the laws of
the State of Utah on July 28, 1977, to own, mine, sell, lease or otherwise deal
with coal and other mineral and natural resources and all matters related or
ancillary thereto and to do all things and engage in all lawfull transactions
which a corporation organized under the laws of the State of Utah might do or
engage in, even though not expressly stated therein.
The Company's initial authorized capital was $50,000.00, consisting of
1,000,000 shares of five cent ($0.05) par value common voting stock.
On April 30, 1999, the Articles of Incorporation were amended to reflect a
10 to 1 reverse split of the Company's issued and outstanding common stock.
On August 3, 1999, the Articles of Incorporation were amended to reflect a
an increase in the authorized shares of common stock to 100,000,000 from
1,000,000, with the par value changing from ($0.05) to ($0.001).
On April 6, 1999, the Company was reinstated with the State of Utah after
being involuntarily dissolved on March 31, 1986, for failure to file an annual
report.
Material Changes in Control Since Inception and Related Business History.
-------------------------------------------------------------------------
Business.
- ---------
Other than the above-referenced matters and seeking and investigating
potential assets, property or businesses to acquire, the Company has had no
material business operations for over ten years. To the extent that the Company
intends to continue to seek the acquisition of assets, property or business that
may benefit the Company and its stockholders, it is essentially a "blank check"
company. Because the Company has no assets and conducts no material business,
management anticipates that any such venture would require it to issue shares of
its common stock as the sole consideration to acquire the venture. This may
result in substantial dilution of the shares of current stockholders. The
Company's Board of Directors shall make the final determination whether to
complete any such venture; the approval of stockholders will not be sought
unless required by applicable laws, rules and regulations, its Articles of
Incorporation or Bylaws, or contract. The Company makes no assurance that any
future enterprise will be profitable or successful.
<PAGE>
The Company is not currently engaging in any substantive business activity
and has no plans to engage in any such activity in the foreseeable future. In
its present form, the Company may be deemed to be a vehicle to acquire or merge
with a business or company. The Company does not intend to restrict its search
to any particular business or industry, and the areas in which it will seek out
acquisitions, reorganizations or mergers may include, but will not be limited
to, the fields of high technology, manufacturing, natural resources, service,
research and development, communications, transportation, insurance, brokerage,
finance and all medically related fields, among others. The Company recognizes
that the number of suitable potential business ventures that may be available to
it may be extremely limited, and may be restricted to entities who desire to
avoid what these entities may deem to be the adverse factors related to an
initial public offering ("IPO"). The most prevalent of these factors include
substantial time requirements, legal and accounting costs, the inability to
obtain an underwriter who is willing to publicly offer and sell shares, the lack
of or the inability to obtain the required financial statements for such an
undertaking, limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entities, along with other conditions
or requirements imposed by various federal and state securities laws, rules and
regulations. Any of these types of entities, regardless of their prospects,
would require the Company to issue a substantial number of shares of its common
stock to complete any such acquisition, reorganization or merger, usually
amounting to between 80% and 95% of the outstanding shares of the Company
following the completion of any such transaction; accordingly, investments in
any such private entity, if available, would be much more favorable than any
investment in the Company.
Although the Company has not communicated with any other entity with
respect to any potential merger or acquisition transaction, management has
determined to file this Registration Statement on a voluntary basis. In order to
have stock quotations for its common stock on the National Association of
Securities Dealers' Automated Quotation System ("NASDAQ"), an issuer must have
such securities registered under the Securities and Exchange Act of 1934, as
amended (the "1934 Act"). Upon the effective date of this Registration
Statement, the Company's common stock will become registered for purposes of the
1934 Act. Management believes that this will make the Company more desirable for
entities that may be interested in engaging in a merger or acquisition
transaction. To the extent that management deems it advisable or necessary to
maintain a quotation of its common stock on any securities market, the Company
will voluntarily file periodic reports in the event its obligation to file such
reports is terminated under the 1934 Act. Further, the National Association of
Securities Dealers, Inc. (the "NASD") requires that all "non-reporting"
companies whose shares of common stock are quoted on the NASD's OTC Bulletin
Board be dropped.
In the event that the Company engages in any transaction resulting in a
change of control of the Company and/or the acquisition of a business, the
Company will be required to file with the Commission a Current Report on Form
8-K within 15 days of such transaction. A filing on Form 8-K also requires the
filing of audited financial statements of the business acquired, as well as pro
forma financial information consisting of a pro forma condensed balance sheet,
pro forma statements of income and accompanying explanatory notes.
<PAGE>
Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor, none of
which may be determinative or provide any assurance of success. These may
include, but will not be limited to an analysis of the quality of the entity's
management personnel; the anticipated acceptability of any new products or
marketing concepts; the merit of technological changes; its present financial
condition, projected growth potential and available technical, financial and
managerial resources; its working capital, history of operations and future
prospects; the nature of its present and expected competition; the quality and
experience of its management services and the depth of its management; its
potential for further research, development or exploration; risk factors
specifically related to its business operations; its potential for growth,
expansion and profit; the perceived public recognition or acceptance of its
products, services, trademarks and name identification; and numerous other
factors which are difficult, if not impossible, to properly or accurately
analyze, let alone describe or identify, without referring to specific objective
criteria.
Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of changing
market strategies, plant or product expansion, changes in product emphasis,
future management personnel and changes in innumerable other factors. Further,
in the case of a new business venture or one that is in a research and
development mode, the risks will be substantial, and there will be no objective
criteria to examine the effectiveness or the abilities of its management or its
business objectives. Also, a firm market for its products or services may yet
need to be established, and with no past track record, the profitability of any
such entity will be unproven and cannot be predicted with any certainty.
Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, due to time constraints of management, these activities
may be limited.
The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor. The Company anticipates
that proposed business ventures will be made available to it through personal
contacts of directors, executive officers and principal stockholders,
professional advisors, broker dealers in securities, venture capital personnel,
members of the financial community and others who may present unsolicited
proposals. In certain cases, the Company may agree to pay a finder's fee or to
otherwise compensate the persons who submit a potential business endeavor in
which the Company eventually participates. Such persons may include the
Company's directors, executive officers, beneficial owners or their affiliates.
In this event, such fees may become a factor in negotiations regarding a
potential acquisition and, accordingly, may present a conflict of interest for
such individuals.
Although the Company has not identified any potential acquisition target,
the possibility exists that the Company may acquire or merge with a business or
company in which the Company's executive officers, directors, beneficial owners
or their affiliates may have an ownership interest; a transaction of this type
would create a conflict of interest for such a person. Current Company policy
does not prohibit such transactions. Because no such transaction is currently
contemplated, it is impossible to estimate the potential pecuniary benefits to
these persons.
Further, substantial fees are often paid in connection with the completion
of these types of acquisitions, reorganizations or mergers, ranging from a small
amount to as much as $250,000. These fees are usually divided among promoters or
founders, after deduction of legal, accounting and other related expenses, and
it is not unusual for a portion of these fees to be paid to members of
management or to principal stockholders as consideration for their agreement to
retire a portion of the shares of common stock owned by them. In the event that
such fees are paid, they may become a factor in negotiations regarding any
potential acquisition by the Company and, accordingly, may present a conflict of
interest for such individuals.
Any finder's fee would be negotiated once a prospective merger candidate
has been identified. Typically, a finder's fee is based upon a percentage,
ranging from 5% to 15% of the fees described above.
None of the Company's directors, executive officers or promoters, or their
affiliates or associates, has had any negotiations with any representatives of
the owners of any business or company regarding the possibility of an
acquisition or merger transaction with the Company. Nor are there any present
plans, proposals, arrangements or understandings with any such persons regarding
the possibility of any acquisition or merger involving the Company.
<PAGE>
Principal Products and Services.
- --------------------------------
The limited business operations of the Company, as now contemplated,
involve those of a "blank check" company. The only activities to be conducted by
the Company are to manage its current limited assets and to seek out and
investigate the acquisition of any viable business opportunity by purchase and
exchange for securities of the Company or pursuant to a reorganization or merger
through which securities of the Company will be issued or exchanged.
Distribution Methods of the Products or Services.
- -------------------------------------------------
Management will seek out and investigate business opportunities through
every reasonably available fashion, including personal contacts, professionals,
securities broker dealers, venture capital personnel, members of the financial
community and others who may present unsolicited proposals; the Company may also
advertise its availability as a vehicle to bring a company to the public market
through a "reverse" reorganization or merger.
Status of any Publicly Announced New Product or Service.
- --------------------------------------------------------
None; not applicable.
Competitive Business Conditions.
- --------------------------------
Management believes that there are literally thousands of "blank check"
companies engaged in endeavors similar to those engaged in by the Company; many
of these companies have substantial current assets and cash reserves.
Competitors also include thousands of other publicly-held companies whose
business operations have proven unsuccessful, and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a private
entity may have access to the public capital markets. There is no reasonable way
to predict the competitive position of the Company or any other entity in the
strata of these endeavors; however, the Company, having limited assets and cash
reserves, will no doubt be at a competitive disadvantage in competing with
entities which have recently completed IPO's, have significant cash resources
and have recent operating histories when compared with the complete lack of any
substantive operations by the Company for the past several years.
Sources and Availability of Raw Materials and Names of Principal Suppliers.
- --------------------------------------------------------------------------
None; not applicable.
Dependence on One or a Few Major Customers.
- -------------------------------------------
None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements
or Labor Contracts.
- --------------------------------------------------------------------------
None; not applicable.
Need for any Governmental Approval of Principal Products or Services.
- ---------------------------------------------------------------------
Because the Company currently produces no products or services, it is not
presently subject to any governmental regulation in this regard. However, in the
event that the Company engages in a merger or acquisition transaction with an
entity that engages in such activities, it will become subject to all
governmental approval requirements to which the merged or acquired entity is
subject. <PAGE>
Effect of Existing or Probable Governmental Regulations on Business.
- -------------------------------------------------------------------
The integrated disclosure system for small business issuers adopted by the
Commission in Release No. 34-30968 and effective as of August 13, 1992,
substantially modified the information and financial requirements of a "Small
Business Issuer," defined to be an issuer that has revenues of less than $25
million; is a U.S. or Canadian issuer; is not an investment company; and if a
majority-owned subsidiary, the parent is also a small business issuer; provided,
however, an entity is not a small business issuer if it has a public float (the
aggregate market value of the issuer's outstanding securities held by
non-affiliates) of $25 million or more.
The Commission, state securities commissions and the North American
Securities Administrators Association, Inc. ("NASAA") have expressed an interest
in adopting policies that will streamline the registration process and make it
easier for a small business issuer to have access to the public capital markets.
The present laws, rules and regulations designed to promote availability to the
small business issuer of these capital markets and similar laws, rules and
regulations that may be adopted in the future will substantially limit the
demand for "blank check" companies like the Company, and may make the use of
these companies obsolete.
Research and Development.
- -------------------------
None; not applicable.
Cost and Effects of Compliance with Environmental Laws.
- -------------------------------------------------------
None; not applicable. However, environmental laws, rules and regulations
may have an adverse effect on any business venture viewed by the Company as an
attractive acquisition, reorganization or merger candidate, and these factors
may further limit the number of potential candidates available to the Company
for acquisition, reorganization or merger.
Number of Employees.
- --------------------
None.
Item 2. Description of Property.
-----------------------
The Company has no assets, property or business; its principal executive
office address and telephone number are the business office address and
telephone number of its majority shareholder, Duane S. Jenson, and are currently
provided at no cost. Because the Company has had no business, its activities
will be limited to keeping itself in good standing in the State of Utah, seeking
out acquisitions, reorganizations or mergers and preparing and filing the
appropriate reports with the Securities and Exchange Commission. These
activities have consumed an insubstantial amount of management's time.
Item 3. Legal Proceedings.
------------------
The Company is not a party to any pending legal proceeding. To the
knowledge of management, no federal, state or local governmental agency is
presently contemplating any proceeding against the Company. No director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the Company's common stock is a party adverse to
the Company or has a material interest adverse to the Company in any proceeding.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
No matter was submitted to a vote of the Company's security holders during
the fourth quarter of the calendar year covered by this Report or during the two
previous calendar years. Further, there have been no meetings of stockholders
since before 1989. <PAGE>
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
---------------------------------------------------------
Market Information
- ------------------
There is no "public market" for shares of common stock of the Company.
However, the Company intends to submit for quotations regarding its common stock
on the OTC Bulletin Board of the National Association of Securities Dealers
("NASD"); however, management does not expect any public market to develop
unless and until the Company completes an acquisition or merger. In any event,
no assurance can be given that any market for the Company's common stock will
develop or be maintained.
Holders
- -------
The number of record holders of the Company's common stock as of the date
of this Report is approximately 144.
Dividends
- ---------
The Company has not declared any cash dividends with respect to its common
stock and does not intend to declare dividends in the foreseeable future. The
future dividend policy of the Company cannot be ascertained with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material restrictions limiting, or that are likely to limit, the Company's
ability to pay dividends on its common stock.
Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.
- ------------------------------------------------------------------------------
None;
Item 6. Management's Discussion and Analysis or Plan of Operation.
----------------------------------------------------------
Plan of Operation.
- ------------------
The Company has not engaged in any material operations or had any revenues
from operations during the last two calendar years. The Company's plan of
operation for the next 12 months is to continue to seek the acquisition of
assets, properties or businesses that may benefit the Company and its
stockholders. Management anticipates that to achieve any such acquisition, the
Company will issue shares of its common stock as the sole consideration for such
acquisition.
During the next 12 months, the Company's only foreseeable cash requirements
will relate to maintaining the Company in good standing or the payment of
expenses associated with reviewing or investigating any potential business
venture, which the Company expects to pay from its cash resources. As of
December 31, 1999, it had no cash or cash equivalents. If additional funds are
required during this period, such funds may be advanced by management or
stockholders as loans to the Company. Because the Company has not identified any
such venture as of the date of this Report, it is impossible to predict the
amount of any such loan. However, any such loan should not exceed $25,000 and
will be on terms no less favorable to the Company than would be available from a
commercial lender in an arm's length transaction. As of the date of this Report,
the Company is not engaged in any negotiations with any person regarding any
such venture.
Results of Operations.
- ----------------------
Other than restoring its good corporate standing in the State of Utah,
compromising and settling its debts and seeking the acquisition of assets,
properties or businesses that may benefit the Company and its stockholders, the
Company has had no material business operations in the two most recent calendar
years.
At December 31, 1999, the Company's had no assets. See the Index to
Financial Statements, Item 7 of this Report.
During the period ended December 31, 1999, the Company had a net loss of
$4,940. The Company has received no revenues in either of its two most recent
calendar years. See the Index to Financial Statements, Item 7 of this Report.
Liquidity.
- ---------
None;
<PAGE>
Item 7. Financial Statements.
---------------------
Financial Statements for the years ended
December 31, 1999 and 1998
Independent Auditors' Report
Balance Sheets - December 31, 1999
Statements of Operations for the years ended
December 31, 1999 and 1998
Statements of Stockholders' Equity for the
years ended December 31, 1999 and 1998
Statements of Cash Flows for the years ended
December 31, 1999 and 1998
Notes to the Financial Statements
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ---------------------
None; Not applicable
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Identification of Directors and Executive Officers
- --------------------------------------------------
The following table sets forth the names of all current directors and
executive officers of the Company. These persons will serve until the next
annual meeting of the stockholders or until their successors are elected or
appointed and qualified, or their prior resignation or termination.
<TABLE>
<CAPTION>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- ---- ----------- --------------
<S> <C> <C> <C>
James Doolin President 12/98 *
Director 12/98 *
Shane Thueson Vice President 12/98 *
Director 12/98 *
Jason Jenson Secretary 12/98 *
Director 12/98 *
</TABLE>
* These persons presently serve in the capacities indicated.
Business Experience.
- --------------------
James P. Doolin, President and a director is 23 years of age. Mr. Doolin
received a bachelors degree from the University of Utah in Business in June
1998. Mr. Doolin has managed Hillside Tire & Service, in Salt Lake City, Utah,
for the past four years and worked with Jenson Services since 1998.
Shane Thueson, Vice President and a director is 23 years of age. Mr.
Thueson is currently a senior at Brigham Young University. Mr. Thueson is
currently employed by Tucci's Restaurant in Salt Lake City, Utah.
Jason Jenson, Secretary and a director is 23 years of age. Mr. Jenson has
owned an independent contractor's business in Salt Lake City, Utah, since 1994.
Mr. Jenson graduated from the University of Utah in Business Administration in
1994.
Significant Employees.
- ----------------------
The Company has no employees who are not executive officers, but who are
expected to make a significant contribution to the Company's business.
Family Relationships.
- ---------------------
Jason Jenson, the Company's Secretary is nephew to Duane Jenson, the
beneficial owner of Jenson Services, Inc.
<PAGE>
Involvement in Certain Legal Proceedings.
- -----------------------------------------
Except as stated above, during the past five years, no director, person
nominated to become a director, executive officer, promoter or control person of
the Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
(4) was found by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or
vacated.
Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------
Form 3, Initial Statements of Beneficial Ownership of Securities, were
filed for the Officers and Directors as well as the 10% shareholder of the
Company on October 7, 1999.
<PAGE>
Item 10. Executive Compensation.
-----------------------
The following table sets forth the aggregate compensation paid by the Company
for services rendered during the periods indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual ricte dlying Pay- Comp-
Position Ended ($) ($) Compen- Stock Options outs ensat'n
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James
Doolin, 12/31/99 0 0 0 0 0 0 0
President, 12/31/98 0 0 0 0 0 0 0
Director 12/31/97 0 0 0 0 0 0 0
Shane
Thueson 12/31/99 0 0 0 0 0 0 0
Vice Pres./ 12/31/98 0 0 0 0 0 0 0
Director 12/31/97 0 0 0 0 0 0 0
Jason 12/31/99 0 0 0 0 0 0 0
Jenson, 12/31/98 0 0 0 0 0 0 0
Secretary 12/31/97 0 0 0 0 0 0 0
Director
</TABLE>
No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to the Company's management during the calendar
years ending December 31, 1999, 1998, or 1997, or the period ending on the date
of this Report.
Compensation of Directors.
- --------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No additional
amounts are payable to the Company's directors for committee participation or
special assignments.
There are no arrangements pursuant to which any of the Company's directors
was compensated during the Company's last completed calendar year for any
service provided as director.
<PAGE>
Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.
- -------------------------------
There are no employment contracts, compensatory plans or arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of employment with the Company or any subsidiary, any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
---------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------
The following table sets forth the shareholdings of those persons who
beneficially own more than five percent of the Company's common stock as of the
date of January 20, 2000, with the computations being based upon 2,398,000
shares of common stock being outstanding.
<TABLE>
<CAPTION>
Number of Shares Percentage
Name Beneficially Owned of Class (1)
- ---------------- ------------------ --------
<S> <C> <C>
Jenson Services, Inc.* 1,745,000 73%
James Doolin 200,000 8.3%
Shane Thueson 200,000 8.3%
Jason Jenson 200,000 8.3%
------- -----
2,345,000 97.9%
* Duane Jenson is the President of Jenson Services, Inc., and may
be deemed the beneficial owner of Jenson Services, Inc.
</TABLE>
<PAGE>
Security Ownership of Management.
- ---------------------------------
The following table sets forth the shareholdings of the Company's directors
and executive officers as of the date of this Report:
<TABLE>
<CAPTION>
Number of Percentage of
Name and Address Shares Beneficially Owned of Class *
- ---------------- ------------------------- --------
<S> <C> <C>
James Doolin 200,000 8.3%
5525 South 900 East #110
SLC, UT 84117
Shane Thues 200,000 8.3%
10972 S Cindy Cir
Sandy, UT 84092
Jason Jenson 200,000 8.3%
1769 Bryan Ave.
SLC, UT 84106
------- ------
All directors and
executive officers 600,000 24.9%
as a group (3 persons)
</TABLE>
Changes in Control.
- -------------------
There are no present arrangements or pledges of the Company's securities
which may result in a change in control of the Company.
Item 12. Certain Relationships and Related Transactions.
-----------------------------------------------
Transactions with Management and Others.
- ----------------------------------------
For a description of transactions between members of management, five
percent stockholders, "affiliates", promoters and finders, see the caption
"Sales of 'Unregistered' and 'Restricted' Securities Over the Past Three Years"
of Item I.
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.
---------------------------------
Reports on Form 8-K
- -------------------
None.
Exhibits
- --------
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
COMSTOCK COAL COMPANY, INC.
Date: 01/24/00 By:/S/ JAMES DOOLIN
James Doolin
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:
COMSTOCK COAL COMPANY, INC.
Date: 01/24/00 By:/S/JAMES DOOLIN
James Doolin
President and Director
Date: 01/24/00 By:/S/SHANE THUESON
Shane Thueson
Vice President and Director
<PAGE>
COMSTOCK COAL COMPANY, INC.
(A Development Stage company)
FINANCIAL STATEMENTS
December 31, 1999 and 1998
<PAGE>
<TABLE>
<CAPTION>
C O N T E N T S
<S> <C>
Independent Auditors' Report......................................................... 3
Balance Sheet........................................................................ 4
Statements of Operations............................................................. 5
Statements of Stockholders' Equity (Deficit)......................................... 6
Statements of Cash Flows............................................................. 8
Notes to the Financial Statements.................................................... 9
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Comstock Coal Company, Inc.
Salt Lake City, Utah
We have audited the accompanying balance sheet of Comstock Coal Company, Inc. (a
development stage company) as of December 31, 1999 and the related statements of
operations, stockholders' equity (deficit) and cash flows for the years ended
December 31, 1999 and 1998 and from the beginning of the development stage on
July 28, 1977 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 audits provide 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 Comstock Coal Company, Inc. (a
development stage company) as of December 31, 1999 and the results of its
operations and its cash flows for the years ended December 31, 1999 and 1998 and
from the beginning of the development stage on July 28, 1977 through December
31, 1999, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company is a development stage company with no
significant operating results to date, which raises substantial doubt about its
ability to continue as a going concern. Management's plans with regard to these
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Jones, Jensen & Company
Salt Lake City, Utah
January 13, 2000
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
COMSTOCK COAL COMPANY, INC.
(A Development Stage Company)
Balance Sheet
ASSETS
December 31,
1999
<S> <C>
CURRENT ASSETS $ -
--------------
TOTAL ASSETS $ -
==============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ -
Shareholder loan (Note 4) 2,642
--------------
Total Current Liabilities 2,642
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, authorized 100,000,000 shares at $0.001
par value; 2,398,000 shares issued and outstanding 2,398
Capital in excess of par value 77,950
Deficit accumulated during the development stage (82,990)
--------------
Total Stockholders' Equity (Deficit) (2,642)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ -
==============
The accompanying notes are an integral part of these financial
statements.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
COMSTOCK COAL COMPANY, INC.
(A Development Stage Company)
Statements of Operations
From the
Beginning of the
Development
Stage on
July 28, 1977
For the Years Ended Through
_ December 31, December 31,
1999 1998 1999
--------------- -------------- --------------
<S> <C> <C> <C>
REVENUES $ - $ - $ -
--------------- -------------- --------------
EXPENSES
General and administrative 4,940 - 82,990
--------------- -------------- --------------
Total Expenses 4,940 - 82,990
--------------- -------------- --------------
NET LOSS $ (4,940) $ - $ (82,990)
=============== ============== ==============
BASIC LOSS PER SHARE $ (0.00) $ (0.00)
=============== ==============
WEIGHTED AVERAGE NUMBER OF
SHARES 936,384 100,000
=============== ==============
The accompanying notes are an integral part of these financial
statements.
5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COMSTOCK COAL COMPANY, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Capital in During the
Common Stock Excess of Development
Shares Amount Par Value Stage
<S> <C> <C> <C> <C>
Balance, July 28, 1977 - $ - $ - $ -
July 28, 1977, shares issued valued
at $1.00 in exchange for cash and
services 57,100 57 56,543 -
Net loss for the year ended
December 31, 1977 - - - (56,600)
------------- ------------- ------------ --------------
Balance, December 31, 1977 57,100 57 56,543 (56,600)
Net loss for the year ended
December 31, 1978 - - - -
------------- ------------- ------------ --------------
Balance, December 31, 1978 57,100 57 56,543 (56,600)
Net loss for the year ended
December 31, 1979 - - - -
------------- ------------- ------------ --------------
Balance, December 31, 1979 57,100 57 56,543 (56,600)
June 9, 1980 shares issued at
$0.50 for services 42,900 43 21,407 -
Net loss for the year ended
December 31, 1980 - - - (21,450)
------------- ------------- ------------ --------------
Balance, December 31, 1980 100,000 100 77,950 (78,050)
Net loss for the years ended
December 31, 1981 through
December 31, 1997 - - - -
------------- ------------- ------------ --------------
Balance, December 31, 1997 100,000 100 77,950 (78,050)
Net loss for the year ended
December 31, 1998 - - - -
------------- ------------- ------------ --------------
Balance, December 31, 1998 100,000 $ 100 $ 77,950 $ (78,050)
------------- ------------- ------------ --------------
The accompanying notes are an integral part of these financial
statements.
6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COMSTOCK COAL COMPANY, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Capital in During the
Common Stock Excess of Development
Shares Amount Par Value Stage
<S> <C> <C> <C> <C>
Balance, December 31, 1998 100,000 $ 100 $ 77,950 $ (78,050)
April 29, 1999, shares issued valued
at $0.001 in exchange for services 600,000 600 - -
April 29, 1999, shares issued valued
at $0.001 in exchange for expenses
paid on behalf of the Company 300,000 300 - -
November 1, 1999, shares issued
valued at $0.001 in exchange for
expenses paid on behalf of the
Company 1,398,000 1,398 - -
Net loss for the year ended
December 31, 1999 - - - (4,940)
------------- ------------- ------------ --------------
Balance, December 31, 1999 2,398,000 $ 2,398 $ 77,950 $ (82,990)
============= ============= ============ ==============
The accompanying notes are an integral part of these financial
statements.
7
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COMSTOCK COAL COMPANY, INC.
(A Development Stage Company)
Statements of Cash Flows
From the
Beginning of the
Development
Stage on
July 28, 1977
For the Years Ended Through
December 31, December 31,
1999 1998 1999
--------------- -------------- --------------
CASH FLOWS FROM OPERATING
ACTIVITIES
<S> <C> <C> <C>
Net loss $ (4,940) $ - $ (82,990)
Adjustments to reconcile net loss to
net cash used by operating activities:
Issuance of stock for services 600 - 600
--------------- -------------- --------------
Net Cash (Used) by Operating
Activities (4,340) - (82,390)
--------------- -------------- --------------
CASH FLOWS FROM INVESTING
ACTIVITIES - - -
--------------- -------------- --------------
CASH FLOWS FROM FINANCING
ACTIVITIES
Advanced from shareholder 4,340 - 82,390
--------------- -------------- --------------
Net Cash Provided by Financing
Activities 4,340 - 82,390
--------------- -------------- --------------
NET INCREASE (DECREASE) IN CASH - - -
CASH AT BEGINNING OF PERIOD - - -
--------------- -------------- --------------
CASH AT END OF PERIOD $ - $ - $ -
=============== ============== ==============
Cash Payments For:
Income taxes $ - $ - $ -
Interest $ - $ - $ -
Schedule of Non-Cash Financing:
Stock issued for debt $ 1,698 $ - $ 1,698
Stock issued for services $ 600 $ - $ 600
The accompanying notes are an integral part of these financial
statements.
8
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COMSTOCK COAL COMPANY, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999 and 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
Comstock Coal Company, Inc. (the "Company") was organized under the laws of the
State of Utah on July 28, 1977. The Company has not transacted any business.
Currently, the Company is seeking new business opportunities believed
to hold a potential profit or to merge with an existing company.
b. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a December 31 year end.
c. Basic Loss Per Share
The computations of basic loss per share of common stock are based on
the weighted average number of shares outstanding during the period
of the financial statements as follows:
Loss Shares Per Share
(Numerator) (Denominator) Amount
For the year ended
<S> <C> <C> <C>
December 31, 1999 $ (4,940) 936,384 $ (0.00)
============== ============== ==============
For the year ended
December 31, 1998 $ - $ 100,000 $ (0.00)
============== ============== ==============
d. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statement and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
e. Provision for Taxes
At December 31, 1999, the Company has net operating loss
carryforwards of approximately $4,940 that may be offset against
future taxable income through 2019. No tax benefit has been reported
in the financial statements because the Company believes there is a
50% or greater chance the carryforwards will expire unused.
Accordingly, the potential tax benefits of the loss carryforwards are
offset by a valuation allowance of the same amount.
9
</TABLE>
<PAGE>
COMSTOCK COAL COMPANY, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999 and 1998
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company does not have
significant cash or other material assets, nor does it have an
established source of revenues sufficient to cover its operating
costs and to allow it to continue as a going concern. It is the
intent of the Company to seek a merger with an existing, operating
company. In the interim, shareholders of the Company have committed
to meeting its minimal operating expenses.
NOTE 3 - COMMON STOCK
In April 1999, the Company approved a 1-for-10 reverse stock split of
the Company's issued and outstanding shares and also changed its par
value to $0.001. All references to common stock have been restated to
reflect the reverse split and par value change.
NOTE 4 - SHAREHOLDER LOAN
During 1999, a shareholder of the Company paid expenses of the
Company of $4,340. The Company issued 1,698,000 shares of common
stock to convert $1,698 of this debt to equity. There is a balance
due to the shareholder of $2,642 at December 31, 1999 which is
unsecured, non-interest bearing and due on demand.
10
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001094084
<NAME> COMSTOCK COAL COMPANY, INC.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 2,642
<BONDS> 0
0
0
<COMMON> 2,398
<OTHER-SE> (5,040)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,940
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,940)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,940)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)
</TABLE>
