This 10KSB405/A-2 is being filed because Exhibit 18.1 was inadvertently omitted
from our original 10KSB405 filed on March 28, 1996.
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A-2
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from . . . . . . . . to . . . . . . . .
Commission File Number: 0-8898
MIDCOAST ENERGY RESOURCES, INC.
(Name of small business issuer in its charter)
Nevada 76-0378638
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1100 Louisiana, Suite 2950
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (713) 650-8900
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, Par Value $.01 Per Share
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 Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ____
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form, and
no disclosure will 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. [ ]
The revenues for the fiscal year ended December 31, 1995 were
$ 15,622,290
The aggregate market value of the Common Stock, par value $.01
per share, held by non-affiliates of Registrant as of March 28,
1996 was approximately $286,584. For the purposes of the
determination of the above stated amount only, all directors and
executive officers of the Registrant are presumed to be affiliates.
Check whether the issuer has filed all documents and reports
required to be filed by Section 12, 13, or 15(d) of the Exchange
Act after the distribution of securities under a plan confirmed by
a court. Yes X No ____
The number of shares of Common Stock, par value $.01 per
share, outstanding as of March 28, 1996 was 328,557.
DOCUMENTS INCORPORATED BY REFERENCE
None
__________________________________________________________________
TABLE CONTENTS
Part IV
Item 13. Exhibits and Reports on Form 8-K ........
a) Exhibit 18.1
SIGNATURES
In accordance with the Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant authorized this report to be signed on its
behalf by the undersigned, in the City of Houston, State of Texas on this
19th day of June, 1996.
Midcoast Energy Resources, Inc.
BY:___________________________________________
Dan C. Tutcher, Chairman of the Board,
Chief Executive Officer and President
(Principal Executive Officer)
In accordance with the requirements of the Securities
Exchange Act of 1934, this report has been signed by the following
persons on behalf of the Registrant in the capacities and on this
19th day of June, 1996.
Signature Title
/s/ Dan C. Tutcher Chairman of the Board, Chief Executive
Dan C. Tutcher Officer and President (Principal
Executive Officer)
/s/ Stevens G. Herbst Executive Vice President, Director
Stevens G. Herbst
/s/ Kenneth B. Holmes, Jr. Vice President, Director
Kenneth B. Holmes, Jr.
/s/ Richard A. Robert Treasurer, Principal Financial Officerl
Richard A. Robert and Principal Accounting Officer
EXHIBIT 18.1
March 22, 1996
Midcoast Energy Resources, Inc.
Houston, Texas
Gentlemen
We have audited the consolidated balance sheets of Midcoast Energy Resources,
Inc. and subsidiaries as of December 31, 1995 and 1994, and the related
consolidated statements of operations and cash flows for each of the years in
the two-year period ended December 31, 1995, and have reported thereon under
date of February 12, 1996. The aforementioned consolidated financial
statements and our audit report thereon are included in the Company's annual
report on Form 10-K for the year ended December 31, 1995. As stated in Note 3
to those financial statements, the Company changed its method of accounting for
transportation and gas imbalances from the entitlement method to the sales
method. The newly adopted accounting principle is preferable in the
circumstances because the sales method provides for the recognition
of gas revenues and related cost of sales based upon the acyual quantities
received from the seller and delivered to the buyer at current prices; thereby
resulting in any imbalances being settled at prices existing at the time of
settlement. In accordance with your request, we have reviewed and discussed
with Company officials the circumstances and business judgement and planning
upon which the decision to make this change in the method of accounting was
based.
With regard to the aforementioned accounting change, authoritative criteria
have not been established for evaluating the preferability of one acceptable
method of accounting over another acceptable method. However, for purposes
of compliance with the requirements of the Securities and Exchange Commission,
we are furnishing this letter.
Based on our review and discussion, with reliance on management's business
judgement and planning, we concur that the newly adopted method of accounting
is preferable in the Company's circumstances.
Very truly yours,
/s/ HEIN + ASSOCIATES LLP
HEIN + ASSOCIATES LLP
Certified Public Accountants
