UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K/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): April 10, 1997
LYRIC ENERGY, INC.
(Exact name of registrant as specified in its charter)
Colorado 0-9800 75-1711324
(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
1013 West Eighth Avenue, Amarillo, Texas 79101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(806) 376-5088
Not applicable.
(Former name or former address, if changed since last report.)
This Report Consists of ___ Pages
THIS AMENDMENT ON FORM 8-K/A TO THE REGISTRANT'S FORM 8-K FOR THE
EVENT OCCURRING ON APRIL 10, 1997, FILED ON APRIL 21, 1997, IS
BEING FILED TO ATTACH ADDITIONAL REQUIRED FINANCIAL STATEMENTS
FOR THE BUSINESS ACQUIRED.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
7. Balance Sheet - January 31, 1997 (unaudited)
8. Statements of Operations - For the Three
Month and Nine Month Periods Ended January
31, 1997 and 1996 (unaudited)
9. Statement of Cash Flows - For the Nine Month
Periods ended January 31, 1997 and 1996
(unaudited)
10. Notes to Financial Statements (unaudited)
SIGNATURE
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.
LYRIC ENERGY, INC.
(Registrant)
Date: June 24, 1997 By: /s/ Brent Wagman
Chairman of the Board
NATURAL GAS TECHNOLOGIES, INC.
Balance Sheet
January 31, 1997
(Unaudited)
Assets
Cash $ 237
Oil and gas properties 1,448,415
Lease and well equipment 29,503
Accumulated depreciation and depletion (82,991)
1,394,927
Investment in Wagman
Petroleum, Inc. stock 24,464
Organizational costs
(net of amortization of $1,400) 510
TOTAL ASSETS $1,420,138
Liabilities and Stockholders' Equity
Liabilities
Accounts payable $ 82,462
Accrued interest 80
Advances and amounts due officers 14,222
Current portion of notes payable 18,794
Total Current Liabilities 115,558
Notes payable 2,174
TOTAL LIABILITIES 117,732
Redeemable Stock
Preferred stock, Series A
$4.00 par value (500,000 shares
authorized, 9,597 outstanding) 38,388
Stockholders' Equity
Preferred stock, Series B
$4.00 par value (500,000 shares
authorized, 210,736 outstanding) 842,944
Common stock, $.001 par value
(10,000,000 shares authorized,
2,780,014 outstanding) 2,780
Additional paid-in capital 614,165
Stock to be issued 480,000
Accumulated deficit (675,871)
Total Stockholders' Equity 1,264,018
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $1,420,138
The accompanying notes are an integral part of this financial
statement.<PAGE>
NATURAL GAS TECHNOLOGIES, INC.
Statements of Operations
For the Three-Month and Nine-Month Periods Ended January 31, 1997
and 1996 (Unaudited)
Three-Month Nine-Month
Periods Ended Periods Ended
January 31, January 31,
1997 1996 1997 1996
Oil and gas revenues $ 21,682 $ 32,735 $ 62,459 $101,904
Other income - 162 5 732
Total Revenues 21,682 32,897 62,464 102,636
Expenses:
Production taxes 1,171 1,648 3,318 5,296
Lease operating
expenses 14,596 38,960 49,222 87,924
Depreciation,
depletion and
amortization 6,116 9,344 18,352 28,031
Professional fees 23,011 6,459 23,012 6,459
Office expenses 2,556 788 5,703 2,291
Rent 1,050 1,141 3,150 3,242
Secretarial services - - - 300
Printing and
distribution 1,067 965 467 1,474
Director fees - 12,500 20,833 37,500
Taxes - - 1,788 -
Offering costs
(non-capitalizable) - - 3,000 4,000
Other expenses 210 - 709 230
Total Expenses 49,777 71,805 129,554 176,747
Loss from Operations (28,095) (38,908) (67,090) (74,111)
Interest expense (1,081) - (2,998) (19,850)
NET LOSS $ (29,176)$ (38,908) $ (70,088) $(93,961)
Unpaid preferred
dividend claims ( 2,401) ( 2,401) ( 7,203) ( 7,203)
Net loss attributable
to common shareholders $(31,577)$ (41,309)$ ( 77,291)$(101,164)
Primary loss per share $ (.01) $ (.02) $ (.03) $ (.04)
Primary loss attributable
to common shares per
share $ (.01) $ (.02) $ (.03) $ (.04)
Primary weighted average
shares outstanding 2,780,014 2,330,130 2,780,014 2,330,130
Fully diluted loss
per share $ (.01) $ (.02) $ (.02) $ (.04)
Fully diluted loss
attributable to
common shareholders
per share $ (.01) $ (.02) $ (.03) $ (.04)
Fully diluted weighted
average shares
outstanding 3,000,347 2,550,463 3,000,347 2,550,463
The accompanying notes are an integral part of these financial
statements.<PAGE>
NATURAL GAS TECHNOLOGIES, INC.
Statement of Cash Flows
For the Nine-Month Periods Ended January 31, 1997 and 1996
(Unaudited)
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (70,088) $ (93,961)
Adjustments to reconcile net
loss to net cash provided by
(used by) operations:
Depreciation, depletion
and amortization 18,352 28,031
Amortization of directors fees 20,833 37,500
Accounts receivable increase - (43,879)
Accounts payable increase 44,257 83,070
Interest expense forgiven by
stockholder - 17,256
NET CASH PROVIDED BY OPERATING
ACTIVITIES 13,354 28,017
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of fixed assets - (20,844)
Purchase of oil and gas properties (4,585) (21,741)
Investment in Wagman Petroleum,
Inc. Stock (10,000) -
NET CASH (USED BY) INVESTING
ACTIVITIES (14,585) (42,585)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from related parties 14,222 15,030
Note payments (13,260) -
NET CASH PROVIDED BY FINANCING
ACTIVITIES 962 15,030
Increase/(decrease) in cash for period (269) 462
Cash, Beginning of period 506 19
Cash, End of period $ 237 $ 481
Supplemental Disclosures:
Cash payments for:
Interest $ 2,998 $ -
Income taxes $ - $ -
Stock and stock to be issued for:
Oil and gas properties $ - $63,985
Reductions of accounts and
notes payable $ 499,534 $146,263
The accompanying notes are an integral part of these financial
statements.<PAGE>
NATURAL GAS TECHNOLOGIES, INC.
Notes to Financial Statements
(Unaudited)
NOTE 1: BASIS OF PRESENTATION
The unaudited financial statements and related notes to
financial statements presented herein have been prepared by
Natural Gas Technologies, Inc. ("NGT") pursuant to the rules and
regulations of the Securities and Exchange Commission.
Accordingly, certain information and footnote disclosures
normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted
pursuant to such rules and regulations. The accompanying
financial statements were prepared in accordance with the
accounting policies used in the preparation of the Company's
audited financial statements for the fiscal year ended April 30,
1996 and should be read in conjunction with such financial
statements and the notes thereto.
In the opinion of management, all adjustments (consisting only
of normal recurring adjustments) which are necessary for a fair
presentation of operating results for the interim periods
presented have been made.
NOTE 2: LETTER OF INTENT AND LOAN
NGT entered into a letter of intent dated January 2, 1997 and
modified March 17, 1997 (the "Letter of Intent") with Lyric
Energy, Inc. ("Lyric"), a development stage company with minimal
assets that is an SEC registrant, for a share exchange
transaction ("Share Exchange"). The Letter of Intent became
binding by the March 17, 1997 amendment. Prior to entering into
the Letter of Intent, NGT and Lyric were unrelated and NGT held
no shares of Lyric.
Pursuant to the Letter of Intent, NGT loaned Lyric $100,000
pursuant to a non-interest bearing Convertible Promissory Note
(the "Note"). The Note had a maturity date of December 31, 1997
and automatically converted into 203,041,517 shares of Lyric
common stock upon (i) Lyric coming into current compliance with
the Securities Exchange Act of 1934, as amended, and (ii) Lyric
obtaining a waiver from Amarillo National Bank of certain
non-dilution rights in favor of the Bank. The Note converted by
its terms on April 10, 1997, which resulted in NGT obtaining a
controlling interest in Lyric. The source of the $100,000 was a
loan to NGT from an officer, director and significant shareholder
of NGT.
The Share Exchange will commence after Lyric holds a shareholder
meeting for the purpose of (i) approving a reverse split of
Lyric's common stock which will result in additional common
shares being made available for issuance in the Share Exchange;
(ii) authorizing 10,000,000 shares of no par value preferred
stock, approximately 75,000 of which will be designated for
exchange with NGT preferred shareholders in the Share Exchange
and the remaining 9,925,000 of which will be reserved for future
issuance at the discretion of Lyric's Board of Directors; and
(iii) approving certain other amendments to Lyric's Articles of
Incorporation. By virtue of the shares acquired by NGT upon
conversion of the Note, NGT holds sufficient votes to assure
shareholder approval of all of the above matters. It is
anticipated that the Share Exchange will take place in two
stages. The first stage is to occur immediately after the Lyric
shareholder meeting and will consist of the exchange of
approximately 2,688,000 shares of the authorized but unissued
post-reverse split shares of Lyric for 3,405,550 NGT common
shares, which constitutes approximately 82 percent of the equity
interests in NGT. The NGT shares to be exchanged in the first
stage are held by certain officers, directors, affiliates and
sophisticated investors. Lyric will control NGT upon completion
of the first stage.
The second stage will occur upon the approval by NGT shareholders
of the exchange of the remaining shares pursuant to an SEC
Registration Statement on Form S-4 and Proxy Statement which
registers the exchange of all of the remaining equity interests
in NGT into shares of the authorized but unissued post-reverse
split shares of Lyric and further provides for the distribution
of the 878,043 post-reverse split shares of Lyric issued to NGT
upon conversion of the Note to the shareholders of NGT
immediately prior to the Share Exchange. It is also contemplated
that the shares issued in the first stage of the Share Exchange
will be registered by such registration statement. Upon
completion of the Share Exchange, the current shareholders of
Lyric will hold approximately five percent of the total
outstanding shares of Lyric and the shareholders of NGT will hold
the remaining 95 percent, assuming conversion of the preferred
shares to be issued in the Share Exchange.
The Share Exchange is expected to be accounted for as a purchase.
The Share Exchange is structured as a tax-free reorganization and
is not expected to have any tax consequences for NGT.
NOTE 3:
In October 1996, NGT received a capital contribution through the
release of its obligation to repay interest of $17,256 incurred
since April 30, 1996 with respect to an obligation payable to
Wagman Petroleum, Inc., a shareholder of NGT.
