<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2000
POTOMAC ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Oklahoma 000-09474 73-1088064
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction Identification No.)
of incorporation)
3168 Bel Air Dr.
Las Vegas, Nevada 89109 89109
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 792-8404
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Item 7. Financial Statements and Exhibits.
(a)
None.
(b)
Attached hereto is certain pro forma information related to the
acquisition of Gayland by the Company.
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SIGNATURES
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 hereunto duly authorized.
Date: October 13, 2000
Potomac Energy Corporation
(Registrant)
By: /S/ Fred W. Young
Fred W. Young
President and Chief Executive Officer
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POTOMAC ENERGY CORPORATION
PROFORMA FINANCIAL INFORMATION
The following Proforma Combined Balance Sheets as of December 31, 1999 and
June 30, 2000 and Proforma Combined Statements of Operations for the years
ended December 31, 1999 and the six months ended June 30, 2000 are not
audited. These proforma financial statements relate to the acquisition of
Gayland Coal, Inc by Potomac Energy Corporation. In the prior reverse
reorganization, Potomac Energy Corporation issued 16,751,744 shares of common
stock for 100% of the outstanding common stock of Butte Coal, Inc. on April 1,
2000. Butte Coal, Inc. was dormant in 2000 and had no revenues or expenses
prior to the reverse acquisition. The continuing financial information is
that of Butte Coal, Inc. as the successor via reverse reorganization and as
the reporting entity of Potomac Energy Corporation.
On July 31, 2000, the Company purchased Gayland Coal, Inc. by issuing
14,449,000 shares of its common stock in exchange for all the outstanding
shares of Gayland. The fair market value of Potomac Energy Corporation's
stock on this acquisition was $1.375 per share. This transaction consisted of
issuing $19,867,375 of stock and assuming the negative net worth of the
acquired company.
The proforma financial information has been prepared utilizing the historical
financial statements of Gayland Coal, Inc. and Potomac Energy Corporation,
(formerly known as Butte Coal, Inc.) and should be read in conjunction with
the separate historical financial statements and notes thereto of these
companies for the respective periods presented.
The proforma financial information for Gayland Coal, Inc. is based on the
purchase method of accounting and an acquisition with the surviving company
being the operating company, Potomac Energy Corporation. The Proforma
Combined Statements of Operations assume the acquisition had occurred at the
beginning of the period presented in the statements. All intercompany
accounts and transactions, if any, have been eliminated.
The proforma combined financial statements do not purport to be indicative of
the financial positions and results of operations which actually would have
been obtained if the acquisition had occurred on the date indicated or the
results which may be obtained in the future. The disclosures concerning the
common stock and losses per share are reported based upon each entity's share
of the common stock at the acquisition dates.
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<TABLE>
POTOMAC ENERGY CORPORATION (FORMERLY KNOWN AS BUTTE COAL, INC.)
(A DEVELOPMENT COMPANY)
PROFORMA CONSOLIDATED BALANCE SHEET
<CAPTION>
HISTORICAL PROFORMA
Butte Coal, Inc. Gayland Coal, Inc. Eliminations Total
December 31, 1999 December 31, 1999 and adjustments
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ - - - -
Accounts receivable - - - -
Total Current
Assets - - - -
PROPERTY & EQUIPMENT
Property & Equipment - 2,100,000 20,127,282 22,227,282
Furniture & Equipment - - - -
Leasehold improvements - - - -
Less accumulated
depreciation - - - -
Total Property &
Equipment - 2,100,000 20,127,282 22,227,282
OIL, GAS AND COAL
PROPERTIES
Oil and gas interest - - - -
Coal property 1,857,000 - - 1,857,000
Total Oil, Gas and
Coal properties 1,857,000 - - 1,857,000
OTHER ASSETS
Investment in subsidiary - - - -
Deposits - - - -
Total Other Assets - - - -
TOTAL ASSETS $1,857,000 $2,100,000 $20,127,282 $24,084,282
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank overdraft $ - - - -
Accounts Payable - - - -
Accrued Interest - 258,907 - 258,907
Accrued Taxes - - - -
Notes payable 36,940 2,100,000 - 2,136,940
Capital lease
obligations, current
portion - - - -
Total Current
Liabilities 36,940 2,358,907 - 2,395,847
LONG TERM LIABILITIES
Capital lease
obligations net of
current portion - - - -
COMMITMENTS AND
CONTINGENCIES - - - -
STOCKHOLDERS' EQUITY
Common stock 167,518 1,000 143,990 312,508
Additional paid-in
Capital 1,767,482 - 19,723,385 21,490,867
Accumulated deficit
during development
stage (114,940) (259,907) 259,907 (114,940)
Total Stockholders'
Equity 1,820,060 (258,907) 20,127,282 21,688,435
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $1,857,000 $2,100,000 $20,127,282 $24,084,282
See accompanying proforma disclosures.
</TABLE>
<TABLE>
POTOMAC ENERGY CORPORATION (FORMERLY KNOWN AS BUTTE COAL, INC.)
(A DEVELOPMENT STAGE COMPANY)
PROFORMA CONSOLIDATED BALANCE SHEETS
<CAPTION>
HISTORICAL PROFORMA
Potomac Energy
Corporation Gayland Coal, Inc. Eliminations Total
June 30, 2000 June 30, 2000 and adjustments
(unaudited)
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 437 $ - $ - $ 437
Accounts receivable 1,498 - - 1,498
Marketable
securities 290,000 - - 290,000
Total Current
Assets 291,935 - - 291,935
PROPERTY & EQUIPMENT
Property & equipment 15,037 2,100,000 20,227,113 22,342,150
Furniture & equipment 59,109 - - 59,109
Leasehold improvements 6,912 - - 6,912
Less accumulated
depreciation (28,425) - - (28,425)
Total Property and
Equipment 52,633 2,100,000 20,227,113 22,379,746
OIL, GAS AND COAL PROPERTIES
Oil and gas interest 561,418 - - 561,418
Coal property 1,857,000 - - 1,857,000
Total Oil, Gas and
Coal Properties 2,418,418 - - 2,418,418
OTHER ASSETS
Deposits 4,061 - - 4,061
Total Other Assets 4,061 - - 4,061
TOTAL ASSETS $2,767,047 $2,100,000 $20,227,113 $25,094,160
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Bank overdraft $ 20,204 $ - $ - $ 20,204
Accounts payable 101,050 - - 101,050
Accrued interest 35,484 56,855 - 92,339
Accrued taxes 4,003 - - 4,003
Notes payable - 2,401,883 - 2,401,883
Capital lease
obligations, current
portion 8,766 - - 8,766
Total Current
Liabilities 169,507 2,458,738 - 2,628,245
LONG TERM LIABILITIES
Capital lease
obligations net of
current portion 3,050 - - 3,050
COMMITMENTS AND
CONTINGENCIES 300,000 - - 300,000
STOCKHOLDERS' EQUITY
Common stock 187,277 1,000 143,990 332,267
Additional paid-in
capital 2,694,700 - 19,723,385 22,418,085
Accumulated deficit
during development
stage (587,487) (359,738) 359,738 (587,487)
Total Stockholders'
Equity 2,294,490 (358,738) 20,227,113 22,162,865
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $2,767,047 $2,100,000 $20,227,113 $25,094,160
</TABLE>
See accompanying proforma disclosures.
<TABLE>
POTOMAC ENERGY CORPORATION (FORMERLY KNOWN AS BUTTE COAL, INC.)
(A DEVELOPMENT STAGE COMPANY)
PROFORMA COMBINED CONSOLDIATED STATEMENTS OF OPERATIONS
<CAPTION>
HISTORICAL PROFORMA
Butte Coal, Inc. Gayland Coal Inc. Eliminations Total
December 31, 1999 December 31, 1999 and Adjustments
<S> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ -
COST OF REVENUES - - - -
GROSS REVENUES - - - -
EXPENSES
Administrative 92,776 - - 92,776
Total Expense 92,776 - - 92,776
Net loss from operations
Other income (expense)
Interest expense - 189,000 - 189,000
Total Other Income
(Expense) - 189,000 - 189,000
LOSS BEFORE INCOME
TAXES (92,776) (189,000) - (281,776)
INCOME TAX BENEFIT - - - -
NET LOSS $(92,776) $(189,000) $ - $(281,776)
BASIC AND DILUTED
LOSS PER COMMON SHARE $(0.01) $ (1.89) $ (0.01)
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING 16,751,774 100,000 14,399,000 31,250,774
</TABLE>
See accompanying proforma disclosures.
<TABLE>
POTOMAC ENERGY CORPORATION (FORMERLY KNOWN AS BUTTE COAL, INC.)
(A DEVELOPMENT STAGE COMPANY)
PROFORMA COMBINED CONSOLDIATED STATEMENTS OF OPERATIONS
<CAPTION>
HISTORICAL PROFORMA
Potomac Energy
Corporation Gayland Coal Inc. Eliminations Total
June 30, 2000 June 30, 2000 and Adjustments
<S> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ -
COST OF REVENUES - - - -
GROSS REVENUES - - - -
EXPENSES
Consulting 198 - - 198
Depreciation 1,122 - - 1,122
Exploration costs - - - -
Administrative 20,256 - - 20,256
Professional fees - - - -
Total Expense 21,576 - - 21,576
Net loss from
operations (21,576) - - (21,576)
Other income (expense)
Interest expense (6,797) (99,834) - (106,631)
Total Other Income
(Expense) (6,797) (99,834) - (106,631)
LOSS BEFORE INCOME
TAXES (28,373) (99,834) - (128,207)
INCOME TAX BENEFIT - - - -
NET LOSS $(28,373) $ (99,834) $ - $ (128,207)
BASIC AND DILUTED
LOSS PER COMMON SHARE $ nil $ (1.00) $ nil
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING 18,727,644 100,000 14,399,000 33,226,644
See accompanying proforma disclosures.
</TABLE>
