SECURITIES AND EXCHANGE COMMISSION
Washington, DC 25049
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FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities and Exchange Act of 1934
For the Quarter Ended September 30, 1996..Commission File No. 0-85818
NORTH AMERICAN ENERGY OF DELAWARE, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 95-3111611
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(State or other jurisdiction of (IRS Employer Indentification
incorporation or organization) Number)
555 Madison Avenue, New York, NY, 22nd Floor 10022
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 980-5050
Securities registered pursuant to Section 12(g) of the Act:
Common stock $.01 par value
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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APPLICABLE ONLY TO CORPORATE ISSUERS:
If the registrant has been involved in bankruptcy proceedings during the
preceeding five years, indicate by check mark whether it has filed all documents
and reports required to be filed by Sections 12, 13 or 15 (d) of the Securities
and Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.
Yes No Not Applicable X
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at September 30, 1996
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Common Stock, $.01 par value 14,995,099 shares
Exhibit Index on Page 9
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NORTH AMERICAN ENERGY OF DELAWARE, INC.
Form 10-Q
September 30, 1996
TABLE OF CONTENTS
PART I Page
Balance Sheet 3
Statements of Income 4
Statement of Cash Flows 5
Notes to Financial Statements 6-7
PART II
Legal Proceedings 8
Changes in Securities 8
Other Information 8
Signatures 8
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NORTH AMERICAN ENERGY OF DELAWARE, INC.
Balance Sheet
As of September 30, 1996 and 1995
Unaudited
1996 1995
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ASSETS
Cash $ 513 $ 21,346
Marketable Securities 1,925 1,925
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TOTAL ASSETS $ 2,438 $ 23,271
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LIABILITIES AND SHAREHOLDERS EQUITY
LIABILITIES
Accounts Payable-Pre DIP $ 15,500 2,223
Accounts Payable-Post DIP 1,626 -
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TOTAL LIABILITIES 17,126 2,223
SHAREHOLDERS EQUITY
Common Stock (issued) 1,116,759 1,116,759
$.01 par value; authorized 15,000,000
shares; issued 14,995,099 in 1996 and
1995
Common Stock (to be issued) 2,862,420
shares in 1996 and 1995 46,575 46,575
Paid-In Capital 5,395,362 5,395,362
Accumulated Deficit (6,573,384) (6,537,648)
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TOTAL SHAREHOLDERS EQUITY (14,688) 21,048
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TOTAL LIABILITIES AND
SHAREHOLDERS EQUITY $ 2,438 $ 23,271
========= =========
See accompanying notes to financial statements.
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NORTH AMERICAN ENERGY OF DELAWARE, INC.
Statements of Income
For the Quarters Ended September 30, 1996 and 1995
Unaudited
REVENUE 1996 1995
---- ----
Interest Income $ 39 $ 341
EXPENSES
Professional Fees 11,046 3,150
Regulatory and Filing Fees 1,399 1,106
Postage and Delivery 657 20
Other Administrative 222 87
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TOTAL EXPENSES 13,324 4,363
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NET (LOSS) $ (13,285) $ (4,022)
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For the Six Month Periods Ended September 30, 1996 and 1995
Unaudited
REVENUE 1996 1995
---- ----
Interest Income $ 196 $ 581
EXPENSES
Professional Fees 24,215 4,870
Regulatory and Filing Fees 2,144 2,614
Postage and Delivery 657 40
Other Administrative 286 108
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TOTAL EXPENSES 27,302 7,632
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NET (LOSS) $ (27,106) $ (7,051)
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See accompanying notes to financial statements.
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NORTH AMERICAN ENERGY OF DELAWARE, INC.
Statement of Cash Flows
For the Quarters Ended September 30, 1996 and 1995
Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES: 1996 1995
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Net Profit (Loss) $ (13,285) $ (4,022)
OTHER SOURCES
Proceeds from Sale of Stock - -
Proceeds from Stock to be Issued - -
(Decrease) Increase in Accounts Payable ( 83) 381
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NET INCREASE (DECREASE) IN CASH (13,368) 3,641
CASH - Beginning of Period 13,880 24,987
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CASH - End of Period $ 512 $ 21,346
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For the Six Month Periods Ended September 30, 1996 and 1995
Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES: 1996 1995
---- ----
Net Profit (Loss) $ (27,106) (7,051)
OTHER SOURCES
Increase (Decrease) in Accounts Payable 12,539 544
Proceeds from Sale of Stock - -
Proceeds from Stock to be Issued - -
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NET INCREASE (DECREASE) IN CASH (14,567) (6,507)
CASH - Beginning of Period 15,079 27,853
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CASH - End of Period $ 512 $ 21,346
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See accompanying notes to financial statements.
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NORTH AMERICAN ENERGY OF DELAWARE, INC.
Notes to Financial Statements
September 30, 1996
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
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Basis of Presentation:
The Company which had no current sources of income, had been financed by loans
from officers and directors while it continued to pursue acquisitions and
attempted to establish operations. No futher funding has been available from
officers, directors or other outside sources and the Company filed for Chapter
11 protection on August 19, 1996. See Note 5 included herein.
Net Income/Loss Per Common Share:
Net loss per share of common stock is calculated by dividing net income or loss
by the weighted average shares of common stock outstanding and to be issued.
Statement of Cash Flows:
For the purposes of the statements on cash flows, the Company considers all
highly liquid investments with a maturity of three months or less to be cash
equivalents. No interest or income taxes were paid in the fiscal years ended
March 31, 1996 and 1995 and the quarterly periods ended June 30, 1996 and
September 30, 1996.
NOTE 2 - MARKETABLE SECURITIES
- ------------------------------
During fiscal 1984, the Company received 11,748 restricted common shares of BT
Energy Corporation for various working interests in oil and gas properties. The
value of such common shares was as follows:
1996 1995
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Initial cost of shares $ 62,770 $ 62,770
Provision for decline in value (60,845) (60,845)
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$ 1,925 $ 1,925
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The balance at September 30, 1996 and 1995 represents the quoted market value of
the common shares at such dates. Such shares are no longer subject to
restriction.
NOTE 3 - COMMON STOCK
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As of September 30, 1996, 655,920 shares of common stock "to be issued" are due
Mr. Raymond L. Burke, President and Director, 100,000 shares of such stock are
due to David Rosenberg, Chairman and 625,000 shares are due to Robert Geber,
Director. These shares are to be issued in consideration of general
administrative expenses incurred by Mr. Burke or Mr. Rosenberg in the corporate
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NORTH AMERICAN ENERGY OF DELAWARE, INC.
Notes to Financial Statements (Con't)
September 30, 1996
name or directly on its behalf. In addition, 500,000 shares and 1,100,000 shares
of common stock to be issued are due to Mica Minerals, Inc. and private
investors, respectively.
NOTE 4 - INCOME TAXES
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At March 31, 1996, the Company had available for application against future
federal taxable income net operating loss carryforwards for financial reporting
and federal income tax purposes of approximately $3,782,718 expiring between
1996 and 2009.
NOTE 5 - BANKRUPTCY PROCEEDINGS
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On August 19, 1996, the Debtor filed a petition for relief under Chapter 11 of
Title 11 U.S.C. (the "Code"). On August 21, 1996, the Debtor made a "Small
Business Election" pursuant to SS101 (51C) and 1121 (e) of the Code. The Debtor
has continued to operate its business and manage its property as a Debtor-in-
Possession pursuant to SS1107 and 1108 of the Code, and no Trustee, examiner
nor creditor committee has been appointed.
On September 13, 1996, the Debtor filed a plan of reorganization and a proposed
disclosure statement. Briefly, as described in greater detail in the Plan and
Disclosure Statement, on the Effective Date, the Debtor will merge into ORA
Electronics, Inc., a Delaware Corporation ("ORA"). Immediately prior to the
Effective Date, Alliance Research Corporation, a California Corporation
("Alliance"), will affect its reincorporation into Delaware by merger into ORA.
ORA will be the surviving corporation of such merger and will succeed to all of
Alliance's assets and liabilities pursuant thereto and will conduct Alliance's
business. The present management of Alliance will become the management of ORA
and will continue as the management of the Reorganized Debtor following the
Effective Date. The current officers and management of the Debtor will resign.
The Creditors and Stock Interests will share in Securities of the Reorganized
Debtor which are contemplated to be freely tradable to the extent provided by
applicable law.
By orders of the Bankruptcy Court, the last day to file proofs of claim against
the Company was set for October 24, 1996. By further order of the Bankruptcy
Court, dated October 16, 1996, the Court fixed the substance and method of
advising creditors and parties in interest of a combined hearing on the adequacy
of the disclosure statement and confirmation of the plan of reorganization to be
held on November 7, 1996. Additionally, the Court approved forms of ballots to
vote for or against the plan of reorganization and fixed October 29, 1996 as the
last date upon which creditors may so vote.
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NORTH AMERICAN ENERGY OF DELAWARE, INC.
Form 10-Q
September 30, 1996
PART II
ITEM 1. Legal Proceedings
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See Note 5.
ITEM 2. Changes in Securities
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None.
ITEM 3. Other Information, Exhibits and Reports on Form 8-K
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Exhibits - Exhibit 27 - Financial Data Schedule.
Reports on Form 8-K - None.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NORTH AMERICAN ENERGY OF DELAWARE, INC.
(Registrant)
By: /s/ David Rosenberg
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David Rosenberg, Chairman
Dated: November 13, 1996
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By: /s/ Raymond L. Burke
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Raymond L. Burke, Director, President
and Chief Executive Officer
Dated: November 13, 1996
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By: /s/ Robert Geber
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Robert Geber, Director
Dated: November 13, 1996
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EXHIBIT INDEX
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Exhibit No. Description Page
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27 Financial Data Schedule 10
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