____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 10-KSB
_________________
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934; For the Fiscal Year Ended: September 30, 1997.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 0-8835
TAURUS ENTERTAINMENT COMPANIES INC.
formerly Taurus Petroleum, Inc.
(Exact name of registrant as specified in its charter)
Colorado 84-0736215
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
2016 Main Street, Suite 109
Houston, Texas 77002
(Address of principal executive offices, including zip code)
(713) 650-0161
(Registrant's telephone number, including area code)
_________________
Securities registered under Section 12(b) of the Exchange Act:
Name of Each Exchange
Title of Each Class on which Registered
N/A N/A
Securities registered pursuant to 12(g) of the Exchange Act:
Title of Each Class
Common Stock, $.001 par value
Indicate by check mark whether the registrant (i) has 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 registrant was required to file
such reports), and (ii) has been subject to such filing requirements for the
past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
Issuer's revenues for the year ended September 30, 1997 were $147. The
aggregate market value of Common Stock held by non-affiliates of the registrant
at December 10, 1997, based upon the last reported sales prices on OTC
Bulletin Board, was $60,000. As of December 10, 1997, there were approximately
200,000 shares of Common Stock outstanding after the Company's reverse stock
split..
DOCUMENTS INCORPORATED BY REFERENCE
N/A
_____________________________________________________________________________
<PAGE>
TABLE OF CONTENTS
PART I
Item 1. Business 3
Item 2. Properties 8
Item 3. Legal Proceedings 8
Item 4. Submission of Matters to a Vote of Security Holders 8
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 8
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 7. Financial Statements F-1
Item 8. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure 11
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of
The Exchange Act 13
Item 10. Executive Compensation 15
Item 11. Security Ownership of Certain Beneficial Owners
and Management 16
Item 12. Certain Relationships and Related Transactions 17
Item 13. Exhibits and Reports on Form 8-K 18
<PAGE>
PART I
Item 1. BUSINESS
Taurus Entertainment Companies, Inc. (the "Company"), formerly Taurus
Petroleum, Inc., changed its name in November 1997, to reflect its entry into
the adult entertainment business. The Company which was formed as a Colorado
corporation in 1977, was previously an independent oil and gas exploration,
development and production company. In November, 1984 Taurus Oil Corporation
and The Methane Gas Company were merged into the Company under Chapter 11 of the
Bankruptcy Reform Act of 1978, as amended. The Company owned interests in 67
productive oil and gas wells located in Texas, Louisiana, Wyoming, Oklahoma, and
Montana, and operated 39 of the wells, until July 1, 1996, when the Company
divested all of its oil and gas assets.
Entry Into Adult Entertainment Industry
It is the Company's intention to enter the adult entertainment business by
acquire existing clubs, and to open new adult cabarets in Houston, Texas and
other metropolitan areas. In general, the target acquisitions will need to be
currently profitable and catering to the middle income to upper income market.
Clubs that are not profitable will be considered only if the Company's
management team determines these operations are potentially profitable with
improved management systems and marketing. In most acquisitions the Company
will seek operations where the real estate can also be purchased. Start-up
projects also will be considered if market and demographic data meets the
Company's standards. However, the Company prefers to purchase existing
operations. Over time the Company will try to cross market its clubs to not
only build its client base but to also build name recognition.
There are more than 2,500 clubs throughout the United States currently
operating, many of which are owned and managed by their founders. The Company
believes that there are a limited number of buyers for gentlemen's clubs and
that the opportunity presently exists to acquire existing operations from their
owners. The Company believes that due to it's existing management, it is well
positioned to aggressively pursue the acquisition of these gentlemen's clubs
through the use of not only its cash but its stock.
In determining which cities will be prime locations, a variety of factors
will be considered. The current regulatory environment will be one of the
factors. The city must presently permit alcoholic beverages to be sold in a
topless cabaret or allow alcohol consumption on premises in an all-nude cabaret
and must permit table dancing. Other factors that will be considered are the
availability of locations. The city must have available a number of sites
located in high traffic commercial areas. The Company also will review
potential competition in the area and will attempt to analyze the current market
conditions and profitability of other adult cabarets in the city. The proximity
to Houston of a particular city will also be considered. In the early years of
expansion, the city must be within easy commuting distance of Houston. This
will facilitate the participation of Houston-based management in the
construction and opening of the new club projects. It is anticipated that a
significant number of personnel from the Houston operation will be used to
ensure the same level of quality operations and controls. The existing business
<PAGE>
climate will also be of critical importance. The city must have a significant
population of middle and upper income businessmen.
Compliance and Controls
The Company will have a policy of ensuring that its business is carried on
in conformity with local, state and federal laws. In particular, the Company's
management will have a "no tolerance" policy as to illegal drug use in or around
its premises. Posters will be placed throughout the clubs to reinforce this
policy as will periodic unannounced searches of the entertainer's lockers.
Entertainers and waitresses who arrive for work will not be allowed to leave the
premises without the permission of management. Once an entertainer does leave
the premises, she will not be allowed to return to work until the next day.
Management will continually monitor the behavior of entertainers, waitresses and
customers to ensure that proper standards of behavior are observed. The
Company's management will have the power to suspend an entertainer for
violations of the Company's rules. In the event an entertainer is suspended, a
consultation with management will be required of the entertainer.
Management will have in place a policy which provides that all credit card
charges must be approved, in writing, by management before any charges are
accepted. Management will be particularly trained to review credit card charges
to ensure that the only credit card charges approved for payment are for food,
drink and entertainment. A guest's identification is also reviewed in this
process.
Operational and accounting controls are essential to the successful
operation of a cash intensive adult entertainment business. The Company will
implement internal procedures and controls designed to ensure the integrity of
its operational and accounting records. The Company will use blind cash check-
in and check-out procedures. The Company will use a combination of accounting
and physical inventory control mechanisms to ensure a high level of integrity in
its accounting practices. Computers will play a significant role in capturing
and analyzing a variety of information to provide management with the
information necessary to efficiently manage and control the nightclub. Deposits
of cash and credit card receipts will be reconciled each day to a daily income
report. In addition, management will review on a daily basis: (i) cash and
credit card summaries which tie together all cash and credit card transactions
occurring at the front door, the bars in the club and the cashier station; (ii)
a summary of the daily bartenders' check-out reports; and, (iii) a daily cash
requirements analysis which reconciles the previous day's cash on hand to the
requirements for the next day's operations. These daily computer reports will
alert management of any variances from expected financial results based on
historical norms.
Competition
The adult entertainment business is highly competitive with respect to
price, service and location, as well as the professionalism of its
entertainment. The Company will compete with a number of adult cabarets. While
there are restrictions on the location of a so-called "sexually oriented
<PAGE>
business" there are no barriers to entry into the adult cabaret entertainment
market. There are approximately 36 adult cabarets located in the Houston area
which would be in direct competition with the Company. Although the Company
believes that it will be well-positioned to compete successfully, there can be
no assurance that the Company will be competitive in Houston or any other city.
Governmental Regulations
The Company will be subject to various federal, state and local laws
affecting its business activities. A significant portion of revenues will come
from the sale of alcoholic beverages. In Texas, the authority to issue a permit
to sell alcoholic beverages is governed by the Texas Alcoholic Beverage
Commission (the "TABC"), which has the authority, in its discretion, to issue
the appropriate permits. These permits are subject to annual renewal. Renewal
of a permit is subject to protest, which may be made by a law enforcement agency
or by a member of the general public. In the event of a protest, the TABC may
hold a hearing at which time the views of interested parties are expressed. The
TABC has the authority after such hearing not to issue a renewal of the
protested alcoholic beverage permit. Other states may have similar laws which
may limit the availability of a permit to sell alcoholic beverages or which may
provide for suspension or revocation of a permit to sell alcoholic beverages in
certain circumstances. The temporary or permanent suspension or revocations of
either of the Permits or the inability to obtain permits in areas of expansion
would have a material adverse effect on the revenues, financial condition and
results of operations of the Company. Prior to expanding into any new market,
the Company will take all steps necessary to ensure compliance with all
licensing and regulatory requirements for the sale of alcoholic beverages as
well as the sale of food.
Various groups have increasingly advocated certain restrictions on "happy
hour" and other promotions involving alcoholic beverages. The Company cannot
predict whether additional restrictions on the promotion of sales of alcoholic
beverages will be adopted, or if adopted, the effect of such restrictions on its
business.
The Company intends to operate adult entertainment businesses in Houston,
Texas and other cities. In January, 1997 the City Council of the City of
Houston passed a comprehensive new ordinance regulating the location of and the
conduct within Sexually Oriented Businesses (the "Ordinance"). The new
Ordinance establishes new distances that Sexually Oriented Businesses ("SOB")
may be located to schools, churches, playgrounds and other sexually oriented
businesses. There are no provisions in the Ordinance exempting previously
permitted sexually oriented businesses from the effect of the new Ordinance.
The Company has entered into discussions with entities that own and operate
SOB's and own the real estate upon which SOB's are located. These entities have
applied for new permits under the new ordinance, but the permits were denied.
The Ordinance provides for an amortization period during which and SOB can
continue to operate as it recaptures its investment. The entities which the
Company has entered into discussions with have been denied amortization, but
intend to appeal this decision. These entities and a number of sexually
oriented businesses have filed suit against the City of Houston to challenge the
constitutionality of the new ordinance, seeking injunctive relief to halt
implementation of the new ordinance until such time as the matter can be brought
before a full and considered hearing. There are other provisions in the
<PAGE>
ordinance, such as provisions governing the level of lighting in a sexually
oriented business, the distance between a customer and a dancer while the dancer
is performing in a state of nudity and provisions regarding the licensing of
dancers which may be detrimental to the conduct of business by the Company and
all of these provisions also are the subject of the above mentioned litigation.
The City of Houston has agreed not to enforce the Ordinance until the
constitutionality of the Ordinance has been decided at court trial.
No assurance can be given as to the likelihood of the success of any
litigation filed against the City of Houston, but in the event that such
litigation is unsuccessful the Company will be able to take the benefit of an
amortization provision contained in the new ordinance designed to allow recovery
of a business's investment and which will allow the Company to continue in
business at its present location during the amortization period.
Employees
The Company has three full-time employees who are engaged in the
management and administration of the Company.
Recent Developments
In July, 1996, SBCA Holdings, Inc., acquired all the common stock
previously controlled individually and/or beneficially by Thomas P. McDonnell
and Validus Operating, Inc., (8,262,602 and 20,000,000 respectively) for a total
of 28,262,602 shares or 46.87% of the Company's Common Stock ("Common Stock").
SBCA Holdings, Inc., exchanged 17,500 shares of common stock it owns in a
private company, The Enigma Group, Inc. ("Enigma") for the common stock of the
Company. SBCA Holdings, Inc. is controlled by Mr. Stephen E. Fischer. The Board
of Directors of the Company appointed Mr. Stephen E. Fischer to the Board of
Directors and appointed Mr. Fischer as Chairman of the Board on April 29, 1996.
The Company has entered into business combination discussions with entities
controlled by Mr. Fischer and Mr. Langan. The Company has entered into business
combination discussions with other entities as well.
The Company was operated by Validus Operating, Inc. ("Validus") under a
Management Agreement, which was originally effective April 1, 1990 and had been
extended through January 31, 1996. Under the terms of this agreement, Validus
was entitled to receive $10,000 per month for its services. Validus is an oil
and gas operating company controlled by Thomas P. McDonnell. In December 1992,
the Company issued 20,000,000 shares of the Company's Common Stock to Validus at
$.005 per share as consideration for $100,000 of the management fees payable to
Validus. In addition, the Company converted the remaining management fee
payable of $99,000 to a long-term note payable. Also on September 30, 1993, the
Company converted an additional $50,000 of management fee payable to a long-term
note payable. The principal of both notes would have been amortized over a 10
year period at the prevailing monthly prime rate of interest. In an effort to
eliminate the liabilities of the Company, the Board of Directors decided to
<PAGE>
divest all the oil and gas assets of the Company in exchange for the
extinguishment of the debt owed to Validus. These assets were divested to Mr.
Thomas P. McDonnell and Validus Operating, Inc., as they were the single largest
creditors of the Company. Mr. McDonnell currently is the sole shareholder of
Validus Operating, Inc. The liabilities exceeded the asset value of the
Company. This transaction was effective July 1, 1996.
In November 1996 the Company entered into discussions with Enigma for the
purposes of exploring mutual business interests and the desirability of a
business combination. Enigma is controlled by Eric Langan and was formerly
controlled by Stephen E. Fischer, both of whom are Directors of the Company.
Enigma owns certain commercial real estate assets in Houston, Texas, and is the
landlord of an adult entertainment establishment which the Company is presently
negotiating to acquire. The Company is also pursuing business combination
discussions with other private companies in the adult entertainment business.
The Company held its Annual Meeting of Stockholders in November 1997 at
which time the Company not only elected five new Directors, but also changed its
name to Taurus Entertainment Companies, Inc. At the Annual Meeting the Company
determined to effectuate a 1 for 300 reverse stock split in order to enhance the
acceptability of its common stock by the financial community and the investing
public. It is the Company's belief that the reduction in the number of issued
and outstanding shares of common stock caused by the reverse split could
increase the market price of the common stock. The Company also believes that
the proposed reverse split should result in a broader market for the common
stock than that which currently exists.
As of October 6, 1997, one month prior to the reverse split, the Company
estimated that approximately 3,500 record holders, or approximately 70% of the
record holders of common stock, owned fewer than 300 shares of common stock.
The small holdings of such Stockholders represent, in the aggregate, less than
2% of the Company's outstanding common stock. The cost of administering each
Stockholder's account is the same regardless of the number of shares held in the
account. Accordingly, the cost to the Company of maintaining many small
accounts was disproportionately high when compared with the total number of
shares involved. In view of the disproportionate cost to the Company of
retaining small Stockholder accounts, the Company believes it will be beneficial
to the Company and its Stockholders, as a whole, to eliminate the administrative
burden and cost associated with the many accounts containing fewer than 300
shares of the Company's common stock.
As part of the reverse split strategy, the Company determined to reduced
the number of the Company's authorized shares of common stock to 20,000,000
shares, and also authorized 10,000,000 shares of Preferred Stock of the Company.
Transfer Agent and Registrar
The transfer agent and registrar for the Company's Common Stock is
American Securities Transfer & Trust, Inc., 1825 Lawrence Street, Suite 444
Denver, Colorado 80202-1817.
<PAGE>
Item 2. PROPERTIES
The Company's principal executive offices are located in shared leased
facilities in Houston, Texas, consisting of a total of approximately 500 square
feet. The Company believes that its offices are adequate for its present needs
and that suitable space will be available to accommodate its future needs.
Item 3. LEGAL PROCEEDINGS
There is presently no existing litigation to which the Company is a party.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Required
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Price Range of Common Stock
The Company's Common Stock is traded in the over-the-counter bulletin
board securities market under the symbol "TAUR" The following table sets forth,
for the periods indicated, the high and low closing bid prices for the Common
Stock of the Company taking into account and restated for all stock splits. The
bid prices are believed to reflect inter-dealer quotations, do not include
retail markups, markdowns or commissions and do not necessarily reflect actual
transactions.
<TABLE>
<CAPTION>
COMMON STOCK PRICE RANGE
HIGH BID LOW BID
For the fiscal year ended
<S> <C> <C>
1996
First Quarter $ 0.001 $ 0.001
Second Quarter $ 0.001 $ 0.001
Third Quarter $ 0.001 $ 0.001
Fourth Quarter $ 0.001 $ 0.001
<PAGE>
1997
First Quarter $ 0.001 $ 0.001
Second Quarter $ 0.001 $ 0.001
Third Quarter $ 0.001 $ 0.001
Fourth Quarter $ 0.001 $ 0.001
1998
First Quarter (through December 10, 1997) $ 0.001 $ 0.001
</TABLE>
On December 10, 1997 , the last bid price for the Common Stock of the
Company was $0.001 per share. On December 10, 1997, there were approximately
4,971 stockholders of record of the Common Stock, including broker-dealers
holding shares beneficially owned by their customers. However, the number of
Stockholders will be reduced to approximately 1,100 as a result of the recent
reverse stock split.
Dividend Policy
The Company has not paid, and the Company does not currently intend to pay
cash dividends on its common stock in the foreseeable future. The current
policy of the Company's Board of Directors is to retain all earnings, if any, to
provide funds for operation and expansion of the Company's business. The
declaration of dividends, if any, will be subject to the discretion of the Board
of Directors, which may consider such factors as the Company's results of
operations, financial condition, capital needs and acquisition strategy, among
others.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operationsof OperationsOperations
Consolidated net losses were $38,506, $95,304, and $137,056 for fiscal
years 1997, 1996 and 1995 respectively. Operating revenue decreased $82,782
during fiscal 1997, and decreased $62,733 during fiscal 1996, as compared to
fiscal 1995. The decrease in operating revenue in fiscal 1997 was the result of
the disposition of all oil and gas properties and operations.
The Company produced zero barrels of oil during fiscal 1997 as compared to
1,157 barrels in fiscal 1996 and 3,380 in fiscal 1995. Gas production in fiscal
<PAGE>
1997 was zero MCF as compared to 24,503 MCF in fiscal 1996 and 61,227 MCF in
fiscal 1995. The decrease in production in fiscal 1997 was the result of the
disposition of all oil and gas properties and operations.
Administrative overhead revenue in fiscal 1997 decreased $5,411 compared
to fiscal 1996 and decreased $3,970 during fiscal 1996, as compared to 1995.
This decrease is the result of the loss of administrative overhead from
properties that have been sold or plugged and all operations were liquidated as
of July1996.
Lease operating expenses for the Company were zero, $59,414 and $121,043
for fiscal 1997, 1996 and 1995, respectively. The decrease in 1997 as compared
to fiscal 1996 is due to the discontinuing of lease operations.
The Company's depreciation and depletion ("D&D") expense decreased by
$12,840 in fiscal 1997 as compared to 1996. The decrease in fiscal 1997 as
compared to fiscal 1996 is due to the discontinuing of lease operations.
The Company's general and administrative expenses increased by $12,311 in
fiscal 1997. This increase is associated with the transition of new management
and a change in the Company's business plan. Most of these expense was
associated with stockholder related costs.
Interest expense decreased to zero in fiscal 1997 as compared to $482 and
$10,468 in fiscal 1996 and 1995, respectively. This is the result of the
Company liquidating the assets of the Corporation to settle its debt obligation.
For the fiscal year 1996, the Company sold all of its oil and gas
properties. The Company sold one producing property in fiscal 1995 and none in
fiscal 1994.
Liquidity and Capital Resources
The Company's current liabilities exceed current assets by $40,656 at
September 30, 1997 as compared to a negative working capital of $29,844 at
September 30, 1996.
The Company had a negative cash flow of $38,506 (Net loss plus
depreciation and depletion) during fiscal 1997 as compared to the negative cash
flow of $82,464 for fiscal 1996 and $103,819 for fiscal 1995. The negative cash
flow in fiscal 1997, 1996 and 1995 were funded by loans from its controlling
Stockholders, existing cash, issuance of Common Stock and sale of properties.
Management is aware that positive steps are needed to increase the
Company's size. In 1996, the Company decided to liquidate the assets of the
Company, pay liabilities and give the Company a new direction. The largest
creditor and President of the Company accepted all the oil and gas assets and
certain liabilities of the Company as payment for his notes to the corporation,
past due management fees and other moneys loaned to the Company. With the
elimination of certain accrued administrative costs, the liabilities of the
Company of $149,000 were liquidated, including the amount owed to Validus. The
<PAGE>
book value of the assets exchanged was $26,007. In the view of the Board of
Directors, the Company received above market value for the assets exchanged.
This transaction facilitated two objectives. First, it eliminated the ongoing
negative cash flow operations. Second, it made the "shell company" available as
a vehicle to enter other business ventures as described below.
In July 1996 SBCA Holdings, Inc. a company controlled by Stephen E.
Fischer exchanged shares of Enigma for Mr. McDonnell's approximately 47%
interest in Taurus. The Board of Directors of Taurus authorized this stock
exchange and in April 1996 Mr. Fischer was voted Chairman of the Board. At that
time it was decided that the Company would shift its efforts away from the
energy industry to the real estate and adult entertainment business. As of the
end of the fiscal year 1997 no transactions were completed, however several
business combinations have been studied.
Special Note Regarding Forward Looking Information
This Management Discussion and Analysis contains various forward looking
statements which represent the Company's expectations or beliefs concerning
future events and involve a number of risks and uncertainties. Important
factors that could cause actual results to differ materially from those
indicated include the risks and uncertainties relating to the impact and
implementation of the sexually oriented business ordinance of the City of
Houston, the Company's contemplated business combination activity, and the
availability of acceptable financing to fund corporate expansion efforts.
Item 7. FINANCIAL STATEMENTS7. FINANCIAL STATEMENTS. FINANCIAL STATEMENTS
The information required hereunder is included in this report as set forth
in the "Index to Financial Statements" on page F-1.
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Ernst & Young L.L.P. ("Ernst & Young"), Certified Public Accountants, of
San Antonio, Texas, audited the financial statements of the Company for the year
ended December 31, 1995. Ernst and Young was dismissed as of January 6, 1997.
Simonton, Kutac & Barnidge, L.L.P. (SB&K), Certified Public Accountants,
of Houston, Texas was engaged as the Company's accountant on June 3, 1997.
There were no disagreements between the Company and Ernst & Young, whether
resolved or not resolved, on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which, if not
resolved, would have caused them to make reference to the subject matter of the
disagreement in connection with their report.
<PAGE>
The report of Ernst & Young for the past two fiscal years did not contain
any adverse opinion or disclaimer of opinion, excepting a "going concern"
qualification, and was not qualified or modified as to uncertainty, audit scope
or accounting principles.
The decision to change principal accountants was not submitted for
approval to the Board of Directors. The change was made by the Company's then
President, Stephen E. Fischer, because SK&B's offices were located near the new
principal executive offices of the Company.
Also, during the Company's two most recent fiscal years, and since then,
Ernst & Young has not advised the Company that any of the following exist or are
applicable:
(1) That the internal controls necessary for the Company to develop
reliable financial statements do not exist, that information has come
to their attention that has lead them to no longer be able to rely on
management's representations, or that has made them unwilling to be
associated with the financial statements prepared by management;
(2) That the Company needs to expand significantly the scope of its
audit, or that information has come to their attention that if
further investigated may materially impact the fairness or
reliability of a previously issued audit report or the underlying
financial statements or any other financial presentation, or cause
him to be unwilling to rely on management's representations or be
associated with the Company's financial statements for the foregoing
reasons or any other reason; or
(3) That they have advised the Company that information has come to their
attention that they have concluded materially impacts the fairness or
reliability of either a previously issued audit report or the
underlying financial statements for the foregoing reasons or any
other reason.
Further, during the Company's two most recent fiscal years and since then,
the Company has not consulted Ernst & Young regarding the application of
accounting principles to a specified transaction, either completed or proposed;
or the type of audit opinion that might be rendered on the Company's financial
statements or any other financial presentation whatsoever.
The Company has provided Ernst & Young with a copy of the disclosure
provided under this caption, and has advised them to provide the Company with a
letter addressed to the Securities and Exchange Commission as to whether they
agree or disagree with the disclosures made herein.
<PAGE>
PART III
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Directors are elected annually and hold office until the next annual
meeting of the stockholders of the Company or until their successors are elected
and qualified. Officers are elected annually and serve at the discretion of the
Board of Directors. There is no family relationship between or among any of the
directors and executive officers of the Company.
The following table provides information with respect to all directors and
officers of the Company.
Name Position
Eric Langan Director and President and Chief Executive
Officer
Stephen E. Fischer Director
Mitchell White Director
Michael Thurman Director
Christopher N. Curnow Director
William B. Weekley Chief Financial Officer
Business Experience
ERIC LANGAN, age 29, has been involved in the adult entertainment business
since 1989. From January 1997 through the present, he has held the position of
President with XTC Cabaret, Inc. From November 1992 until January 1997, Mr.
Langan was the President of Bathing Beauties, Inc. From May 1991 until November
1992, he was a vice-president with Hang On, Inc. Since 1989, Mr Langan has
exercised managerial control over the opening and operations of a total of
eleven adult entertainment businesses. Through these activities, Mr. Langan has
acquired the knowledge and skills necessary to successfully operate adult
entertainment businesses. Mr. Langan also is an officer of Citation Land L.L.C.
which owns commercial income real estate in Houston, Texas.
<PAGE>
STEPHEN E. FISCHER, age 50, was elected to the Board of Directors in
April, 1996. He has been involved in the food and beverage business since 1975.
He has owned and operated eleven clubs, and one motel project. Mr. Fischer has
owned and operated three adult entertainment clubs in the Houston, Texas area.
He has a B.S. B.A. degree from the University of North Dakota (1975). His
experience includes club design, construction, and management. Mr. Fischer is
a control person of Atcomm Services, Inc. which operates an adult entertainment
business.
MITCHELL WHITE, age 36, has worked in the adult entertainment industry in
Houston, Texas since 1983. From 1983 until 1985, Mr White was employed by La
Bare as an entertainer, disc jockey and emcee. From 1985 until 1987 he was
employed by Executive Suite Cabaret as a manager. From 1987 until 1989, Mr.
White was employed by Chez Paris Cabaret in several management positions
culminating in his appointment as its general manager. In this capacity he
exercised managerial control over the opening of the business and all
operations. From 1989 until 1993 Mr. White was employed by the Colorado Bar &
Grill in several management positions culminating in his appointment as its
general manager. From 1993 until the present, Mr. White has been the general
manager of XTC Cabaret and he exercises managerial control over its three
operating locations.
MICHAEL THURMAN, age 38, has been employed in the bar and restaurant
industry since 1982 for several operators of bars and restaurants.. He served
in various management positions culminating in his being appointed comptroller
of a multi-location restaurant chain with annual sales in excess of $6,000,000.
Beginning in 1989, Mr. Thurman worked in managerial capacities for adult
entertainment businesses located in Houston, Texas including the Colorado Bar &
Grill, the Gold Club, Rick's, and Caligula XXI. Since 1994, Mr. Thurman has
been employed by the XTC Group and the XTC Cabaret as its chief financial
officer.
CHRISTOPHER N. CURNOW, age 50, was elected to the Board of Directors in
November, 1987. Mr. Curnow has over 20 years' experience in the petroleum
industry since graduating from the University of Adelaide with a Bachelor of
Science (Honors) degree in 1968. Mr. Curnow spent 13 years with Exxon
Corporation both in Australia and Canada, the USA and Malaysia. During these
years, he gained a wide range of experience in technical, operational and
management aspects of the oil industry. Since 1981 Mr. Curnow has been a
consultant specializing in the management and technical supervision of oil and
gas activities of several Australian companies. Mr. Curnow has been associated
with Cornwall Resource Corporation N.L. since January 1986 and has been
responsible for the management of the petroleum interests of the Cornwall Group
of Companies. Since 1982 Mr. Curnow has been Chief Executive Officer of Centaur
Petroleum Pty. Ltd., a company engaged in oil exploration in Australia. Mr.
Curnow is a Director of Cornwall Resource Corporation N.L. of Sydney, Australia.
WILLIAM B. WEEKLEY, age 44, holds an MBA from the University of Texas.
Mr. Weekley, who previously served as a Director of the Company, was appointed
Chief Financial Officer in December 1997. During the past 12 years Mr.
Weekley has been an independent consultant providing financial advisory
services, and a private investor in the oil & gas and entertainment industries.
Mr. Weekley has been the President of HarCor Capital Markets Inc. which was an
<PAGE>
investment banking firm based in New York City, has served as Chairman of
Cambridge Trading and Transportation, Inc. and Pen Roy Oil Company.
Certain Securities Filings
The Company believes that all persons have complied with Section 16(a) of the
Exchange Act
Item 10. EXECUTIVE COMPENSATION
Mr. Eric Langan became President and Chief Executive Officer of the
Company in November 1997. During 1997, Mr. Langan did not receive any
compensation for the services he rendered to the Company. Prior to Mr. Langan
becoming President and CEO, Stephen E. Fischer held those positions until
November 1997. No executive officer of the Company received compensation in
1995, 1996 or 1997.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Name and Annual Compensation All
Principal Other
Position Year Salary Bonus Other Compensation
<S> <C> <C> <C> <C> <C>
Eric Langan 1997 -0- -0- -0- -0-
1996 -0- -0- -0- -0-
1995 -0- -0- -0- -0-
Stephen E. Fischer 1997 -0- -0- -0- -0-
1996 -0- -0- -0- -0-
1995 -0- -0- -0- -0-
Thomas P. McDonnell 1997 -0- -0- -0- -0-
Chairman of the Board 1996 -0- -0- -0- -0-
through April 1996 1995 -0- -0- -0- -0-
</TABLE>
Director Compensation
The Company does not currently pay any cash director's fees, but it pays
the expenses, if any, of its directors in attending board meetings.
Employee Stock Option Plan
While the Company has been successful in attracting and retaining
qualified personnel, the Company believes that its future success will depend in
<PAGE>
part on its continued ability to attract and retain highly qualified personnel.
The Company also believes that equity ownership is an important factor in its
ability to attract and retain skilled personnel, and the Board of Directors of
the Company is presently evaluating the adoption of an employee stock option
program. While no decision has been made as to the type of stock option program
which may be adopted, it is the intention of the Board of Directors that a stock
option program will be established.
The purpose of the stock option program will be to further the interest of
the Company, its subsidiaries and its stockholders by providing incentives in
the form of stock options to key employees and directors who contribute
materially to the success and profitability of the Company. The grants will
recognize and reward outstanding individual performances and contributions and
will give such persons a proprietary interest in the Company, thus enhancing
their personal interest in the Company's continued success and progress. This
program will also assist the Company and its subsidiaries in attracting and
retaining key employees and directors.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of December 10, 1997
with respect to the beneficial ownership of shares of Common Stock (giving
effect to the recent reverse stock spit) by (i) each person who owns
beneficially more than 5% of the outstanding shares of Common Stock, (ii) each
director of the Company, (iii) each executive officer of the Company and (iv)
all executive officers and directors of the Company as a group. Each stockholder
has sole voting and investment power with respect to the shares shown.
<TABLE>
<CAPTION>
Post-Reverse
Split Shares
Name of Beneficial Owner of Common Stock % of Total
<S> <C> <C>
Stephen E. Fischer 94,209 (1) 47%
Christopher N. Curnow 51,419 (2) 26%
Eric Langan -0- -0-
Mitchell White -0- -0-
Michael Thurman -0- -0-
William B. Weekley -0- -0-
Brian E. Cornish 20,833 10%
All directors, nominees and
officers as a group (6 persons) 145,628 73%
</TABLE>
_____________________________
(1) Includes holdings of SBCA Holdings, Inc. which is controlled by Stephen E.
Fischer.
(2) Includes shares of Centaur Petroleum Pty. Ltd. which is controlled by
Christopher N. Curnow.
<PAGE>
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSItem
Effective July 1, 1996 SBCA Holdings, Inc., acquired all the common stock
previously controlled individually and/or beneficially by Thomas P. McDonnell, a
former President of the Company, and Validus Operating, Inc., (8,262,602 and
20,000,000 respectively) for a total of 28,262,602 shares or 46.87% of the
Company's Common Stock. SBCA Holdings, Inc., exchanged 17,500 shares of common
stock it owns in Enigma, for the aforementioned common stock of the Company.
SBCA Holdings, Inc. is controlled by Mr. Stephen E. Fischer, who is a Director
of the Company. Mr. Fischer is a control person of Enigma. The Board of
Directors of the Company appointed Mr. Stephen E. Fischer to the Board of
Directors and appointed Mr. Fischer as Chairman of the Board on April 29, 1996
and he was reelected to the Board at the November 1997 Annual Meeting of
Stockholders of the Company. The Company has entered into business combination
discussions with entities controlled by Mr. Fischer and Mr. Langan. The Company
has entered into business combination discussions with other entities as well.
The Company was operated by Validus Operating, Inc. ("Validus") under a
Management Agreement, which was originally effective April 1, 1990 and had been
extended through January 31, 1996. Under the terms of this agreement, Validus
was entitled to receive $10,000 per month for its services. Validus is an oil
and gas operating company controlled by Thomas P. McDonnell. Mr. McDonnell
currently serves as a member of the Board of Directors. On December 7, 1992,
the Company issued 20,000,000 shares of the Company's Common Stock to Validus at
$.005 per share as consideration for $100,000 of the management fees payable to
Validus. In addition, the Company converted the remaining management fee
payable of $99,000 to a long-term note payable. Also on September 30, 1993, the
Company converted an additional $50,000 of management fee payable to a long-term
note payable. The principal of both notes would have been amortized over a 10
year period at the prevailing monthly prime rate of interest. In an effort to
eliminate the liabilities of the Company, the Board of Directors decided to
divest all the oil and gas assets of the Company in exchange for the
extinguishment of the debt owed to Validus. These assets were divested to Mr.
Thomas P. McDonnell and Validus Operating, Inc., as they were the single largest
creditors of the Company. Mr. McDonnell currently is the sole shareholder of
Validus Operating, Inc. This transaction was effective July 1, 1996.
The current Board of Directors of the Company has adopted a policy that
Company affairs will be conducted in all respects by standards applicable to
publicly-held corporations and that the Company will not enter into any
transactions and/or loans between the Company and its officers, directors and 5%
stockholders unless the terms are no less favorable than could be obtained from
independent, third parties and will be approved by a majority of the
independent, disinterested directors of the Company.
<PAGE>
The Company has made certain proposals to Enigma and to shareholders of
Enigma. The Company proposed to purchase substantially all of the assets of
Enigma and to assume certain debt securing the assets of Enigma for 350,000
shares of restricted common stock of the Company.
Item 13. EXHIBITS AND REPORTS ON FORM 8-KItem
(a) Exhibits
Exhibit No. Identification of Exhibit
3(i) Amendments to Articles of Incorporation
16.1 Letter on change in certifying accountant -- incorporated by reference to
the Company's report on Form 8-K filed as of January 13, 1997 and exhibits
thereto.
27.1 Financial Data Schedule
(b) Reports on Form 8-K.
None.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS
Page
Number
Consolidated Financial Statements:
Independent Auditors Report F-2
Consolidated Balance Sheets as of
September 30, 1997 and 1996 F-3
Consolidated Statements of Operations
for the years ended September 30, 1997
and 1996 F-4
Consolidated Statements of Stockholders'
(Deficit) Equity for the years ended
September 30, 1997 and 1996 F-5
Consolidated Statements of Cash Flows
for the years ended September 30, 1997
and 1996 F-6
Notes to the Consolidated Financial Statements F-8
<PAGE>
TAURUS PETROLEUM, INC. & SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended September 30, 1997 and 1996
and
Report of Independent Auditors
F-1
<PAGE>
Report of Independent Auditors
Board of Directors and Stockholders
Taurus Petroleum, Inc.
We have audited the consolidated balance sheets of Taurus Petroleum, Inc.
and Subsidiaries as of September 30, 1997 and 1996, and the related
consolidated statements of operations, stockholders' (deficit) equity and
cash flows for the years then ended. These consolidated financial
statements are the responsibility of the management of Taurus Petroleum,
Inc. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. These 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 consolidated
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 consolidated financial statements included herein
present fairly, in all material respects, the financial position of Taurus
Petroleum, Inc. and Subsidiaries at September 30, 1996, and the results of
their operations and their cash flows for the years then ended, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that
Taurus Petroleum, Inc. will continue as a going concern. As more fully
discussed in Note 2, the Company has incurred recurring operating losses and
has a working capital deficiency. These conditions raise substantial doubt
about the Company's ability to continue as a going concern. These financial
statements do not include any adjustments to reflect the possible future
effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the outcome of this
uncertainty.
Simonton, Kutac & Barnidge, L.L.P.
December 15, 1997
F-2
<PAGE>
<TABLE>
TAURUS PETROLEUM, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<CAPTION>
September 30,
1997 1996
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 797 $ 156
--------- ---------
Total Current Assets 797 156
--------- ---------
Other assets -- 26,844
--------- ---------
Total Assets $ 797 $ 27,000
------------- -----------
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable - trade $ 26,573 $ 30,000
Due to related parties 14,880 --
-------- --------
Total Current Liabilities 41,453 30,000
-------- --------
Stockholders' Equity:
Common stock, par value $.001; authorized
200,000,000 shares; issued 60,307,749
shares in 1997 and 1996 60,307 60,307
Additional paid-in capital 3,112,694 3,111,844
Accumulated deficit (since date of
reorganization in November 1994) (3,131,084) (3,092,578)
----------- -----------
41,917 79,573
Less treasury stock; 353,707
shares at cost (82,573) (82,573)
----------- -----------
Total Stockholders' Deficit (40,656) (3,000)
----------- -----------
Total Liabilities and Stockholders'
Deficit $ 797 $ 27,000
-------------- --------------
The following notes are an integral part of these financial statements
</TABLE>
F-3
<PAGE>
<TABLE>
TAURUS PETROLEUM, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
For the Years Ended
September 30,
1997 1996
<S> <C> <C>
Operating Revenue:
Oil and gas sales $ -- $ 82,782
Administrative overhead -- 5,558
--------- ---------
-- 88,340
Costs and operating expenses:
Lease operating, including taxes -- 59,414
Depreciation and depletion -- 12,840
General and administrative 38,653 50,964
Management agreement -- 60,000
--------- ----------
38,653 183,218
Loss from operations (38,653) (94,878)
Other income (expense):
Interest expense -- (482)
Other 147 56
--------- ----------
147 (426)
---------- ----------
Net loss $ (38,506) $ (95,304)
Net loss per common share $ (0.00) $ (0.00)
---------- ----------
Weighted average number of
common shares outstanding $ 60,307,749 $ 60,307,749
--------------- ---------------
The following notes are an integral part of these financial statements
</TABLE>
F-4
<PAGE>
<TABLE>
TAURUS PETROLEUM, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY
For the Years Ended September 30, 1997 and 1996
<CAPTION>
Total
Additional Less Stockholders'
Common Stock Paid-In Accumulated Treasury (Deficit)
Shares Amount Capital Deficit Stock Equity
<S> <C> <C> <C> <C> <C> <C>
Balance, September 30, 1995 60,307,749 $ 60,307 $ 3,082,328 $ (2,997,274) $(82,573) $ 62,788
Contributed capital -- -- 29,516 -- - 29,516
Net loss -- -- -- (95,304) -- (95,304)
---------- -------- ---------- ------------ --------- ----------
Balance, September 30, 1996 60,307,749 60,307 3,111,844 (3,092,578) (82,573) (3,000)
Contributed capital -- -- 850 -- -- 850
Net loss -- -- -- (38,506) -- (38,506)
---------- -------- ---------- ------------ ---------- ----------
Balance, September 30, 1997 60,307,749 $ 60,307 $ 3,112,694 $ (3,131,084) $ (82,573) $ (40,656)
-------------- ------------ -------------- --------------- ------------- --------------
The following notes are an integral part of these financial statements
</TABLE>
F-5
<PAGE>
<TABLE>
TAURUS PETROLEUM, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
<CAPTION>
For the Years Ended
September 30,
1997 1996
Cash Flows from Operating Activities:
<S> <C> <C>
Net loss $ (38,506) $ (95,304)
Adjustments to reconcile net loss to
net cash used in operations:
Depreciation and depletion -- 12,840
Other changes in current assets and
liabilities relating to operations 10,812 (128,112)
----------- -----------
Net cash used in operating activities (27,694) (210,576)
Cash Flows from Investing Activities:
Net proceeds from sale of property
and equipment -- 311,084
Decrease (increase) in other assets 26,844 (26,844)
----------- -----------
Net cash (used in) provided by investing
activities (850) 284,240
Cash Flows from Financing Activities:
Note payments -- (92,358)
Other 1,491 16,676
---------- -----------
Net cash provided by (used in)
financing activities 1,491 (75,682)
---------- -----------
Net increase (decrease) in cash 641 (2,018)
Cash and cash equivalents:
Beginning of year 156 2,174
---------- ----------
End of year $ 797 $ 156
---------------- ---------------
The following notes are an integral part of these financial statements
</TABLE>
F-6
<PAGE>
<TABLE>
TAURUS PETROLEUM, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)
<CAPTION>
For the Years Ended
September 30,
1997 1996
<S> <C> <C>
Supplemental disclosure of cash
flow information:
Cash paid during the year
for interest $ -- $ 482
--------------- --------------
The following notes are an integral part of these financial statements
</TABLE>
F-7
<PAGE>
TAURUS PETROLEUM, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997 and 1996
NOTE 1 - SIGNIFICANT CHANGE OF BUSINESS OPERATIONS
In addition to the change of ownership and control effective July 1, 1996 (See
Note 2), the Company's business and operations have also changed significantly.
It has divested itself of all oil and gas assets and will no longer continue in
this business. The Company plans to enter into the adult entertainment
business.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation --- The accompanying consolidated financial
statements include the accounts of Taurus Petroleum, Inc. ("TPI" or the
"Company") and its wholly owned subsidiaries for years ended September 30, 1997
and 1996. The Company's only significant subsidiary was Ridgeway Exco, Inc.
("Ridgeway"). All intercompany balances and transactions have been eliminated
in consolidation, and Ridgeway ceased being a subsidiary in fiscal year ending
September 30, 1996.
Effective July 1, 1996, SBCA Holdings, Inc. acquired all the common stock
previously controlled individually and/or beneficially by Thomas P. McDonnell
and Validus Operating, Inc., (8,262,602 and 20,000,000, respectively) for a
total of 28,262,602 shares or 46.87% of the Company's common stock. SBCA
Holdings, Inc. exchanged 17,500 shares of common stock it owns in a private
company, The Enigma Group, Inc., for the aforementioned common stock of the
Company. SBCA Holdings, Inc. is controlled by Mr. Stephen E. Fischer. The
Board of Directors of the Company appointed Mr. Stephen E. Fischer to the Board
of Directors and appointed Mr. Fischer as Chairman of the Board on April 29,
1996. The Company has entered into business combination discussions with
entities controlled by Mr. Fischer, as well as other entities.
These financial statements have been prepared on the "going concern" basis,
which presumes that the Company will be able to realize its assets and discharge
its liabilities in the normal course of business for the foreseeable future.
The Company's continuation as a "going concern" is dependent on the
establishment of profitable operations, and upon either the continued financial
support of its principal shareholders or upon the ability of the Company to
raise additional capital. Management is pursuing various options to attract
capital, including infusions of cash and mergers. The outcome of these matters
cannot be predicted at this time. These financial statements do not include any
adjustments to the amounts and classification of assets and liabilities that
might be necessary should the Company be unable to continue in business.
F-8
<PAGE>
TAURUS PETROLEUM, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997 and 1996
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Property and Equipment --- The Company follows the successful efforts method
of accounting for its oil and gas producing activities. Under this method of
accounting, all property acquisition costs and well costs of exploratory and
development wells are capitalized when incurred, pending determination of
whether the well will be productive. If any exploratory well is nonproductive,
the capitalized costs of drilling the well, net of any salvage value, are
charged to expense. The cost of development wells are capitalized, whether the
well is productive or unproductive. Unproved properties are assessed
periodically to determine whether there has been a decline in value, and if such
decline is indicated, a loss is recognized. Geological and geophysical costs
and the costs of carrying and retaining undeveloped properties, including delay
rentals, are expenses as incurred.
Depreciation and depletion are computed separately on each individual prospect.
Proved property leasehold and mineral rights are depleted on the unit-of-
production method over the estimated total proved reserves of the individual
prospects. Completed well costs are depreciated on the unit-of-production
method over the estimated proved developed reserves of each well.
The Company uses the present value of net revenue from proved oil and gas
reserves, based on constant prices in assessing the recorded net investment in
proved oil and gas properties.
Depreciation of other property and equipment is computed on the straight-line
method over estimated useful lives ranging from 5 to 10 years.
Federal Income Tax --- The Company records income taxes under Financial
Accounting Standards Board Statement No. 109 using the liability method (See
Note 3). Under this method, deferred tax assets and liabilities are measured by
using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse. Prior to the adoption of Statement No. 109, income tax
expense was determined using the deferred method. Deferred tax expense was
based on items of income and expense that were reported in different years in
the financial statements and tax returns and were measured at the tax rate in
effect in the year the differences originated.
Loss Per Common Share --- Loss per common share was computed by dividing the
net loss by the weighted average number of common shares outstanding during the
respective periods.
Cash Equivalents --- For purposes of the statement of cash flows, all highly
liquid investments with original maturities of three months or less are
considered to be cash equivalents.
F-9
<PAGE>
TAURUS PETROLEUM, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997 and 1996
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Oil and Gas Sales --- The Company recognizes revenue for its oil and gas sales
when produced and delivered to the purchaser.
Gas Balancing --- The Company recognizes the sale of gas when the gas is
produced and delivered to the purchasers. At this time the Company's exposure
with respect to gas imbalances is minimal. The Company has no gas imbalance
situations involving its operated properties. Outside operated properties may
have gas imbalance situations. However, if present, the effect to the Company
would be minimal, due to the Company's small ownership in outside operated
properties.
NOTE 3 - NOTES PAYABLE
At September 30, 1995, notes payable consisted of unsecured notes in the
original amounts of $99,000 and $50,000 due in monthly installments through 2002
and 2004, respectively. The notes were payable to Validus Operating, Inc. and
bear interest at the prime rate of six and one half percent at September 30,
1995. These notes were extinguished as part of the change of ownership and
control effective July 1, 1996.
NOTE 4 - INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. There are no significant
temporary differences.
Deferred tax assets consist of the Company's net operating losses. Due to past
operating losses and the probable limitations on the future use of the operating
loss carryforwards as discussed below, a valuation allowance to offset the
deferred tax assets has been established at September 30, 1996.
As a result of the business and ownership changes discussed in Notes 1 and 6, it
is unlikely that the Company will ever be able to utilize the net operating loss
carryforwards or unused investment tax credits that have accumulated over past
years.
F-10
<PAGE>
TAURUS PETROLEUM, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997 and 1996
NOTE 5 - STOCK OPTIONS AND COMPENSATION
On April 24, 1986, the Board of Directors of TPI adopted the 1986 Incentive
Stock Option Plan (the "Option Plan"), reserving 500,000 shares for issuance
under the Option Plan. Under the Option Plan, the Board of Directors may grant
options to the officers and key employees of TPI and its subsidiaries. As of
September 30, 1991, all options granted under this plan have expired. At
September 30, 1995, options to purchase 500,000 shares remained available for
grant under the plan, however, the plan was terminated on April 24, 1996.
NOTE 6 - MAJOR CUSTOMERS
Sales to individual customers which as a percentage of total revenue exceeded
10% were as follows:
<TABLE>
<CAPTION>
For the Years Ended
September 30,
Customers 1997 1996
<S> <C> <C>
Detroit of Texas (Gulf Coast Pipeline) -- 64%
Texaco Trading & Transportation -- 26%
</TABLE>
NOTE 7 - RELATED PARTY TRANSACTIONS
Prior to July 1, 1996, TPI was operated by Validus Operating, Inc. (Validus)
under a Management Agreement, which was originally effective April 1, 1990, and
has been extended through January 31, 1996. Under the terms of this agreement,
Validus is entitled to $10,000 per month for its services. Validus is an oil
and gas operating company controlled by Thomas P. McDonnell ("McDonnell"). Mr.
McDonnell currently serves as a member of the Board of Directors. On December
7, 1992, the Company issued 20,000,000 shares of TPI Common Stock to Validus at
$.005 per share as consideration for $100,000 of the management fees payable to
Validus. In addition, TPI converted the remaining management fee payable at
September 30, 1992 of $99,000 to a long-term note payable. Also on September
30, 1993, TPI converted an additional $50,000 of management fee payable to a
long-term note payable. The principal of both notes would have been amortized
over a 10-year period at the prevailing monthly prime rate of interest. In an
effort to eliminate the liabilities of the Company, the Board of Directors
decided to divest all of the oil and gas assets of the Company in exchange for
the extinguishment of the debt owed to Validus. These assets were divested to
Mr. Thomas P. McDonnell, currently the sole shareholder of Validus Operating,
Inc. The liabilities exceeded the asset value of the Company. This transaction
was effective July 1, 1996.
F-11
<PAGE>
TAURUS PETROLEUM, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997 and 1996
NOTE 8 - SIGNIFICANT SUBSEQUENT EVENTS
On November 24, 1997, the Company held its Annual Meeting of Stockholders.
Several proposals were made, passed and adopted by the Company. Some of the
more significant changes were as follows:
- - the corporate name is changed to Taurus Entertainment Companies, Inc.
- - a reverse common stock split was approved whereby stockholders will
have one share for each 300 shares previously held (1:300 shares).
- - the articles of incorporation were amended to reduce the number of
authorized shares of post reverse-split common stock par value $0.001 to
20,000,000 shares.
- - the articles of incorporation were amended to authorize 10,000,000
shares of preferred stock.
NOTE 9 - DISCLOSURES ABOUT OIL AND GAS PRODUCING ACTIVITIES
At September 30, 1997 and 1996, capitalized costs and the accumulated
depreciation and depletion relating to the Company's oil and gas producing
activities, all of which are in the United States, were as follows:
<TABLE>
<CAPTION>
September 30,
1997 1996
<S> <C> <C>
Unproved oil and gas properties $ -- $ --
Proved oil and gas properties -- --
Accumulated depreciation and depletion -- --
-------- --------
Net capitalized costs $ -- $ --
----------- ------------
</TABLE>
Costs incurred, capitalized and expensed in connection with oil and gas
producing activities for the years ended September 30, 1997 and 1996 were as
follows:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Depreciation and depletion $ -- $ 12,640
------------ --------------
</TABLE>
F-12
<PAGE>
<TABLE>
TAURUS PETROLEUM, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997 and 1996
NOTE 9 - DISCLOSURES ABOUT OIL AND GAS PRODUCING ACTIVITIES (Continued)
Results of operations from oil and gas producing activities for the years ended
September 30, 1997 and 1996 were as follows:
<CAPTION>
1997 1996
<S> <C> <C>
Oil and gas leases $ -- $ 82,782
Lease operating costs -- (59,414)
Depreciation and depletion -- (12,640)
General and administrative -- (10,482)
---------- -----------
Results of operations for producing
activities, excluding corporate
overhead and interest expense $ -- $ 246
--------------- ---------------
</TABLE>
No income taxes are reflected in the above table due to the effect of tax
credits and loss carryforwards related to oil and gas producing activities.
A summary of changes in quantities of proved oil and gas reserves for the years
ended September 30, 1997 and 1996 is as follows (all reserves are proved
developed) (unaudited):
<TABLE>
<CAPTION>
Gas Oil
(MCF) (Bbls.)
<S> <C> <C>
Balances, September 30, 1995 1,029,354 6,203
Sales of Reserves in Place (1,004,851) (5,046)
Production (24,503) (1,157)
----------- ---------
Balances, September 30, 1996 -- --
----------- ---------
Balances, September 30, 1997 -- --
----------- ---------
There were no discounted future net cash flows relating to proved oil and gas
reserves at September 30, 1997 and 1996.
</TABLE>
F-13
<PAGE>
TAURUS PETROLEUM, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997 and 1996
NOTE 9 - DISCLOSURES ABOUT OIL AND GAS PRODUCING ACTIVITIES (Continued)
The changes in the standardized measure of discounted future net cash flows
relating to proved oil and gas reserves for the years ended September 30, 1997
and 1996 are as follows (unaudited):
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Sales of oil and gas produced, net
of production costs $ -- $ --
Net change in prices and production costs -- --
Revisions of previous quantity estimates -- --
Sales of reserves in place -- (368,936)
Net change in discount -- --
Other -- --
--------- -----------
Net increase (decrease) -- (368,936)
Beginning of period -- 368,936
--------- -----------
End of period $ -- $ --
-------------- -------------
The estimate of proved reserves and related valuations for 1997 and 1996 were
determined by an independent petroleum-engineering firm. The standardized
measure of discounted future net cash flows relating to proved oil and gas
reserves and the changes in standardized measure of discounted future net cash
flows relating to proved oil and gas reserves were presented in accordance with
the provisions of Statement of Financial Accounting Standard No. 69. The
standardized measure does not purport to represent the fair market value of the
Company's proved oil and gas reserves. An estimate of fair market value would
also take into account, among other factors, anticipated future changes in
prices and costs and a discount factor more representative of the time value of
money and the risks inherent in reserve estimates. Under the standardized
measure future cash inflows were computed by applying year-end prices to
estimated future production of year-end reserves. Future production and
development costs are computed by estimating the expenditures to be incurred in
developing and producing the proved oil and gas reserves at year-end, based on
year-end costs and assuming continuation of existing economic conditions. No
future income taxes are reflected due to the effect of tax credits and loss
carryforwards related to oil and gas producing activities. Future net cash
flows are discounted at a rate of 10% annually to derive the standardized
measure of discounted future net cash flows.
F-14
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 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.
TAURUS ENTERTAINMENT COMPANIES, INC.
Date Decmeber 19, 1997 By /s/ Eric Langan
--------------------------------
Eric Langan
Director and President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the undersigned on behalf of the registrant and
in the capacity and on the date indicated.
Date December 19, 1997 By /s/ Eric Langan
-----------------------------------
Eric Langan
Director and President
Date December 19, 1997 /s/ Stephen E. Fischer
-------------------------------------
Stephen E. Fischer, Director
Date December 19, 1997 /s/ Mitchell White
-------------------------------------
Mitchell White, Director
Date December 19, 1997 /s/ Michael Thurman
--------------------------------------
Michael Thurman, Director
Date
--------------------------------------
Christopher N. Curnow, Director
Date December 19, 1997 /s/ William B. Weekley
----------------------------------------
William B. Weekley, Chief Financial
Officer
<PAGE>
EXHIBIT 3(i)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF TAURUS PETROLEUM, INC.
CHANGING ITS NAME TO
TAURUS ENTERTAINMENT COMPANIES, INC.
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the corporation is Taurus Petroleum, Inc.
SECOND: The following amendments to the Articles of Incorporation were adopted
on November 24, 1997, as prescribed by the Colorado Business Corporation Act, in
the manner marked with an X below:
_____ No shares have been issued or Directors Elected-Action by
Incorporators.
_____ No shares have been issued but Directors Elected-Action by Directors.
_____ Such amendment was adopted by the board of directors where shares
have been issued and shareholder action was not required.
X Such amendment was adopted by a vote of the shareholders. The
_____ number of shares voted for the amendment was sufficient for approval.
ARTICLE I -- NAME shall be amended to read as follows:
"The name of the Corporation is Taurus Entertainment Companies, Inc."
ARTICLE V -- CAPITAL shall be amended to read as follows:
(a) The aggregate number of shares of common stock which the corporation
shall have authority to issue is twenty million (20,000,000) shares with $0.001
par value which shall be designated as common stock. No share of common stock
shall be issued until it has been paid for and it shall thereafter be non-
assessable."
<PAGE>
(b) The aggregate number of shares of preferred stock which the
corporation shall have authority to issue is ten million (10,000,000) shares of
preferred stock with a par value of $0.01. No share of preferred stock shall
be issued until it has been paid for and it shall thereafter be non-assessable
(c) The Preferred Stock may be divided into and issued in one or more
series. The preferences, limitations, and relative rights of the Preferred
Stock may vary between series in any and all respects, but shall not vary within
a series. The Board of Directors may establish one or more series of unissued
shares of the Preferred Stock and fix and determine the preferences,
limitations, and relative rights of any series to the fullest extent set forth
herein and permitted by Colorado law, as now or hereafter in force. The Board
of Directors may increase or decrease the number of shares within each such
series; provided, however, that the Board of Directors may not decrease the
number of shares within a series below the number of shares within such series
that is then issued. The preferences, limitations, and relative rights of any
Preferred Stock to be issued shall be fixed by the Board of Directors adopting a
resolution or resolutions to such effect and filing a statement with respect
thereto as required by the Colorado law."
THIRD: If changing corporate name, the new name of the corporation is Taurus
Entertainment Companies, Inc.
FOURTH: The manner, if not set forth in such amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the amendment
shall be effected, is as follows: Not applicable.
If these amendments are to have a delayed effective date, please list that date:
Not applicable.
(Not to exceed ninety (90) days from the date of filing)
Taurus Petroleum, Inc., changing its name to
Taurus Entertainment Companies, Inc.
Signature /s/ Stephen E. Fischer
------------------------------------
Stephen E. Fischer
Title President
<PAGE>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> SEP-30-1997
<CASH> 797
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 797
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 797
<CURRENT-LIABILITIES> 41,453
<BONDS> 0
0
0
<COMMON> 60,307
<OTHER-SE> (100,963)
<TOTAL-LIABILITY-AND-EQUITY> 797
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (38,653)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 147
<INCOME-PRETAX> (38,506)
<INCOME-TAX> 0
<INCOME-CONTINUING> (38,506)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (38,506)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
