SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended Commission File No. 8-7539
September 30, 2000
DELTA STATES OIL INC.
(Exact name of Registrant as specified in its Charter)
Delaware 13-2599131
(State or other jurisdiction of incorporation (I.R.S. Employer)
or organization)
Alfred D. Morgan, Ph.D., President
Delta States Oil Inc.
888 Riverbank Road, Stamford, CT 06903
Registrant's Telephone No.: 203-322-1003
(Address of principal executive offices)
Securities registered pursuant to Section 12G of the Act: None
Indicate by check mark whether Registrant has (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities 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 [_]
The aggregate market value of the voting stock, (common stock, $0.05 par value)
held by non-affiliates of the Registrant is not ascertainable as there have been
no reported bids or sales of such stock in fiscal year 1999 to the knowledge of
the Registrant's management.
The aggregate market number of outstanding shares of common stock, par value
$0.05, on September 30, 1999 was 2,364,542 including 780,832 shares held in the
Company's Treasury.
Documents incorporated by reference: None
<PAGE>
DELTA STATES OIL INC. - 10K ANNUAL REPORT, FY ENDED SEP'T 3O, 2000
ITEM 1. BUSINESS:
Registrant was previously engaged in operations related to oil and gas
exploration and drilling, but has not engaged in any active business since
discharge from Chapt XI proceedings on May 4, 1981, Since then management has
been engaged in seeking opportunities to commence active business operations.
(See Item 7, Management Discussion)
EMPLOYEES: Registrant has no regularly salaried employees at this time. Officers
and Directors receive no sa1ary, although stock has been issued in various years
in lieu of salaries, and space has been donated by various officers for office
requirements on an ad hoc basis.
ITEM 2. PROPERTIES: Present operations are conducted on rent-free basis from
offices or homes of the President and other officers.
ITEM 3. LEGAL PROCEEDINGS: Registrant has not been a party to any legal
proceedings (excepting Chapt XI referred to) that it has been informed of since
Oct. 1981.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF STOCKHOLDERS: None this FY
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S EQUITY AND RELATED STOCKHOLDER MATTERS:
There has been no quoted public trading market in the common stock of the
Registrant, its only stock issued, during the Registrant's past five years to
knowledge of the Management. There are approximately 3,300 common stockholders
at this time.
If and when the company can engage in active operations through merger,
acquisition or initiation of its own business, if net worth and other
requirements can be met, Management intends to seek to have the commons shares
quoted on the appropriate over-counter market.
<PAGE>
FY 2000 FY 1999
SEE ITEM 14 AUDITED ANNUAL STATEMENT
REVENUES (INTEREST):
EXPENSES
NET LOSS
LOSS PER SHARE (Calculated on basis of common shares outstanding after deduction
of 780,832 common in Treasury from total issued)
TOTAL ASSETS:
TOTAL LIABILITIES
SHAREHOLDER EQUITY
(Less than one cent per share)
ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Registrant did not conduct any operations during the past fiscal year other than
to seek means of reactivation of the Company principally by merger or
acquisition. Although financial resources presently are inadequate for a
significant acquisition by use of the company's available cash assets, it is
thought possible to accomplish either a merger or an acquisition by resort to
debt, private stock sale or public financing given an appropriate entity to
reactivate the company. Anticipated administrative costs for the coming fiscal
year, until such a reactivation takes place, appear to be coverable from
anticipated interest on cash assets or resort to principal.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Certified Public Accountant
Income and Balance sheets
Statement of changes in financial condition
Stockholder equity changes.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES OR LAWSUITS
Company has not had any disagreement with its Accountant nor is aware of any law
suits at this time.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, OTHER RELEVANT MATERIAL
Certification by Independent Certified Accountant
Financial Statements
Balance sheet
Income statement
Changes in Financial Position
Statement of Stockholder Equity (deficit)
SIGNATURES:
Pursuant to the requirements of Section 16 or 15(D) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Annual Report to be signed on
its behalf by the undersigned thereunto, duly authorized on the 2nd day of
November, 1999.
DELTA SHARES OIL INC.
BY ALFRED D. MORGAN, PH.D. PRESIDENT
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual
Report of Form 10K has been signed below by the following person in behalf of
the Registrant and in the capacity and on the date shown:
/s/ Alfred D. Morgan, Nov 2, 2000
Alfred D. Morgan, Ph.D., President, Chairman, Treasurer
<PAGE>
[LETTERHEAD OF MILTON REECE, CPA]
Board of Directors
Delta States Oil, Inc.
Stanford, Ct.
I have examined the Balance Sheet of Delta States Oil, Inc. as September
30, 2000 and the related income statement, Shareholders' Equity and changes in
financial position for the years ended September 30, 2000, 1999 and 1998. My
examinations were made in accordance with generally accepted auditing standards
and included such tests of the accounting records and such other auditing
procedures as I considered necessary in the circumstances.
In my opinion the financial statements referred to above present fairly the
financial position of Delta States Oil, Inc. as of September 30, 2000 and the
results of its operations and changes in its financial position for September
30, 2000, 1999 and 1998 in conformity with generally accepted accounting
principles applied on a consistent basis.
/s/ Milton Reece
Milton Reece
East Meadow, New York
November 2, 2000
<PAGE>
Delta States Oil, Inc.
Balance Sheets - September 30, 2000 and 1999
Assets
2000 1999
---- ----
Current Assets
Cash $ 8,749 $ 9,369
Liabilities and Shareholders' Equity
Current Liabilities
Accounts Payable 0 0
Shareholders' Equity
Common stock, $.05 par authorized
6,000,000 shares: issued
2,390,000 shares (2000) 2,170,000
shares (1999) 119,500 108,500
Capital in excess of par 7,660 7,660
Deficit (79,369) (67,749)
--------- ---------
47,791 48,411
Less 780,832 shares of Common
Stock held in Treasury at cost 39,042 39,042
--------- ---------
8,749 9,369
--------- ---------
$ 8,749 $ 9,369
--------- ---------
Note 1 The company's transfer agent has submitted claims of approximately
$3,000 for services. Management denies this indebtedness.
<PAGE>
Delta States Oil, Inc.
Income Statement
Years Ended September 30, 2000, 1999, 1998
2000 1999 1998
---- ---- ----
Interest Income $ 497 $ 445 $ 484
General and Administrative
Expenses 12,117 1,696 559
--------- --------- ---------
Net Income or Loss (11,620) (1,251) (75)
Net Loss per common share * * *
Weighted Average Number of
common shares outstanding 1,499,168 1,389,168 1,389,168
* Less than one cent
<PAGE>
Delta States Oil, Inc.
Statements of Shareholders' Equity
Years Ended September 30, 2000, 1999, 1998
<TABLE>
<CAPTION>
Capital in
Common Stock excess of Treasury
shares amount par Deficit Stock
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
October 1, 1997 2,170,000 $ 108,500 $ 7,660 $ 66,423 $ 39,042
Net Loss 75
---------
Balance, Sept. 30, 1998 2,170,000 108,500 7,660 66,498 39,042
Net Loss 1,251
---------
Balance, Sept. 30, 1999 2,170,000 108,500 7,660 67,749 39,042
Common stock issued 220,000 11,000
--------- ---------
Net loss 11,620
---------
Balance, Sept. 30, 2000 2,390,000 $ 119,500 $ 7,660 $ 79,369 $ 39,042
--------- --------- --------- --------- ---------
</TABLE>
<PAGE>
Delta States Oil, Inc.
Statement of Changes in Financial Position
Years Ended September 30, 2000, 1999, 1998
2000 1999 1998
---- ---- ----
Net Earnings (Loss) $(11,620) $ (1,251) $ (75)
Adjustment to reconcile net
Earnings (loss) to net cash
Provided by (used in) activities:
Common Stock Issued - 220,000
Shares 11,000
-------- -------- --------
Net source and use of funds (620) (1,251) (75)
Cash balance at beginning of year 9,369 10,620 10,695
-------- -------- --------
Cash balance at end of year $ 8,749 $ 9,369 $ 10,620
-------- -------- --------
