SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10QSB
Quarterly Report under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended Commission File Number
June 30, 2000 33-28188
THE OHIO & SOUTHWESTERN ENERGY COMPANY
--------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1116458
-------- ------------
(State of incorporation) (I.R.S. Employer
Identification No.)
7535 E. Hampden Ave., Ste. 600, Denver, CO 80231
-------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: None
Indicate by check mark whether the registrant (1) has 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 the filing
requirements for at least the past 90 days.
Yes X No ___
---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
9,736,695 as of June 30, 2000
<PAGE>
<TABLE>
<CAPTION>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
BALANCE SHEET
as of June 30, 2000 and December 31, 1999
(Unaudited - See Note 1)
June 30, December 31,
2000 1999
-------- ------------
<S> <C> <C>
LIABILITIES
Current Liabilities:
Accounts Payable $ 27,927 $ 27,188
Accounts payable, related parties 68,098 58,772
---------- ----------
Total current liabilities $ 96,025 $ 85,960
========== ==========
STOCKHOLDERS' DEFICIENCY
Common stock - Note 4 $118,730 $118,730
Contributed capital 25,442 25,442
Deficit accumulated during the delopment stage ($240,197) ($230,132)
---------- ----------
Total Stockholders' Equity ($96,025) ($85,960)
---------- ----------
$ - $ -)
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
Nature and Continuance of Operations - Note 2
ON BEHALF OF THE BOARD
"Ralph Shearing"
-----------------------------
Director
"Abbas Salih"
-----------------------------
Director
<PAGE>
<TABLE>
<CAPTION>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
STATEMENT OF OPERATIONS AND DEFICIT
for the six month periods ended June 30, 2000 and 1999
and February 28, 1989 (Date of Inception) to June 30, 2000
(Stated in US Dollars)
(Unaudited - See Note 1)
Cumulative
from February
28, 1989 (Date
of Inception) to
30-Jun 30-Jun June 30,
2000 2000 2000
------ ------ -----------------
<S> <C> <C> <C>
Revenue & Interest - -
Expenses
Accounting and audit fees 655 1,189 9,432
Amortization - - 750
Consulting Fees - - 16,200
Filing fees 936 - 1,236
General and administrative expenses 3,119 2,559 74,243
Legal fees 27 13,460 48,579
Management fees - - 7,000
Rent 2,859 3,418 11,216
Telephone expense 185 2,061 4,887
Transfer agent fee 1,320 1,343 5,736
Travel and promotion 962 2,504 7,264
----------------------------------------------------------
(10,065) (26,534) (186,545)
Loss before the following:
Unauthorized distribution - (69,116)
Gain on settlement of debt - 15,464
Net Loss for the year (10,065) (26,534) ($240,197)
==========
Deficit, beginning of year (230,132) (194,137)
========== ==========
Deficit, end of year ($240,197) ($220,671)
========== ==========
Net loss per share (0.02) (0.02)
========== ==========
Weighted average number of common
shares outstanding 9,735,695 9,736,695
========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
STATEMENT OF CASH FLOWS
for six months ended June 30, 2000 and 1999
and February 28, 1989 (Date of Inception) to June 30, 2000
(Unaudited - See Note 1)
Cumulative
from February
28, 1989
(Date of Incept-
Six months ended tion) to
June 30, June 30, June 30,
2000 2000 2000
--------- ----------- ----------------
<S> <C> <C> <C>
Cash flow from operating activities:
Net income (loss)
Adjustmetns to reconcile net income (loss) ($10,065) (19,122) ($240,197)
to net cash provided (used by operating activites:
Amortization - 750
Consulting fees - - 6,200
Gain on settlement of debt - - (15,464)
Management fees - - 7,000
Changes in non-cash items:
Prepaid expenses - 197 -
Accounts Payable 739 1,430 44,891
Due to related party 9,326 17,495 68,098
--------- -------- ----------
Cash provided (used by) operating activities - - (128,722)
--------- -------- -----------
Cash flows used in investing activity
Organization costs - (750)
--------- -------- -----------
Net cash used in investing activity $ - $ - ($750)
Cash flows from financing activities:
Proceeds from issuance of common stock - - 133,300
Payment of offering costs - - (27,270)
Contributed capital - - 25,442
--------- -------- -----------
Net cash provided by financing activities - - 129,472
--------- -------- -----------
Net increase in cash - - -
Cash beginning of period - - -
--------- -------- -----------
Cash, end of period $ - $ - $ -
========= ======== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
for the period from February 28, 1989 (Date Inception) to June 30, 2000
(Stated in US Dollars)
(Unaudited - See Note 1)
Deficit
Accumulated
During the
Common Stock Contributed Development
Shares Amount Capital Stage Total
------ ------ ----------- ----------- -----
<S> <C> <C> <C> <C> <C>
Balance, February 28, 1989 - - - - -
Issuance of stock to insiders
on March 7, 1989 - at $0.30
per share 33,347 10,000 - - 10,000
------ ------ -------- --------- ------
Balance, December 31, 1989 33,347 10,000 - - 10,000
Issuance of stock during
public offering for $3.00 per
share, net of offering costs
of $27,270 33,348 72,730 72,730
Net loss - - - (84,159) (84,159)
------ ------ -------- ---------- -------
Balance, December 31, 1990 66,695 82,730 - (84,159) (1,429)
Net loss - - - (3,416) (3,416)
------ ------ -------- ---------- -------
Balance, December 31, 1991 66,695 82,730 - (87,575) (4,845)
Net loss - - - (2,713) (2,713)
------ ------ -------- ---------- -------
Balance, December 31, 1992 66,695 82,730 - (90,288) (7,558)
Net loss - - (1,614) (1,614)
------ ------ -------- ---------- -------
Balance, December 31, 1993 66,695 82,730 - (91,902) (9,172)
Net loss - - (1,863) (1,863)
------ ------ -------- ---------- -------
Balance, December 31, 1994 66,695 82,730 - (93,765) (11,035)
.../Continued
<PAGE>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
for the period from February 28, 1989 (Date Inception) to June 30, 2000
(Stated in US Dollars)
(Unaudited - See Note 1)
Deficit
Accumulated
During the
Common Stock Contributed Development
Shares Amount Capital Stage Total
------ ------ ----------- ----------- -----
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1994 66,695 82,730 - (93,765) (11,035)
Issuance of stock for
services rendered - at $0.03
per share 50,000 1,500 - - 1,500
Contributed capital - - 24,842 - 24,842
Net loss - - - (16,735) (16,735)
------ ------ ------ --------- --------
Balance, December 31, 1995 116,695 84,230 24,842 (110,500) (1,428)
Net loss - - - (9,068) (9,068)
------ ------ -------- ---------- -------
Balance, December 31, 1996 116,695 84,230 24,842 (119,568) (10,496)
Issuance of stock for cash
- $0.011 per share 2,000,000 21,300 - - 21,300
Contributed capital - 600 - 600
net loss - - - (22,261) (22,261)
------ ------ -------- ---------- -------
Balance, December 31, 1997 2,116,695 105,530 25,442 (141,829) (10,857)
Issuance of stock for
services renderd
- at $0.001 per share 7,000,000 7,000 - - 7,000
- at $0.01 per share 620,000 6,200 - - 6,200
Net loss - - - (52,308) (52,308)
------ ------ -------- ---------- -------
Balance, December 31, 1998 9,736,695 118,730 25,442 (194,137) (49,965)
Net los - - - (35,995) (35,995)
------ ------ -------- ---------- -------
Balance, December 31, 1999 9,736,695 118,730 25,442 (230,132) (85,960)
Net loss - - - (10,065) (10,065)
------ ------ -------- ---------- --------
Balance as at June 30, 2000 9,736,695 118,730 25,442 (24,197) (96,025)
========= ======= ========= ========== ========
</TABLE>
<PAGE>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2000
(Stated in US Dollars)
(Unaudited See Note 1)
Note 1 Interim Reporting
These financial statements have not been audited or reviewed and have been
prepared on a compilation basis only. Readers are cautioned that these
statements may not be appropriate for their purposes. While the information
presented in the accompanying interim six month financial statements is
unaudited, it includes all adjustments which are in the opinion of management,
necessary to present fairly the financial position, result of operations and
changes in cash flows for the interim period presented. It is suggested that
these financial statements be read in conjunction with the December 31, 1999
audited financial statements and notes thereto.
Note 2 Nature and Continuance of Operations
The company is in the development stage and is devoting its efforts to locating
merger candidates.
These financial statements have been prepared on a going concern basis. The
company has accumulated a deficit of ($240,197) since inception. Its ability to
continue as a going concern is dependent upon the ability of the company to
generate profitable operations in the future and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal
business operations when they come due.
The company was incorporated in Colorado on February 28, 1989.
Note 3 Summary of Significant Accounting Policies
The financial statements of the company have been prepared in accordance with
generally accepted accounting principles in the United States. Because a precise
determination of many assets and liabilities is dependent upon future events,
the preparation of financial statements for a period necessarily involves the
use of estimates which have been made using careful judgement. Actual results
could differ from those estimates.
The financial statements have, in management's opinion, been properly prepared
within reasonable limits of materiality and within the framework of the
significant accounting policies summarized below:
Development Stage Company
The company is a development stage company as defined in Statement of Financial
Accounting Standards No. 7. The company
<PAGE>
is devoting substantially all of its present efforts to acquire a new business
and none of its planned principal operations have commenced. All losses
accumulated since inception have been considered as part of the company's
development stage activities.
Income Taxes
The company uses the liability method of accounting for income taxes pursuant to
Statement of Financial Accounting Standards, No. 109 "Accounting for Income
Taxes.
Loss Per Share
Loss per share figures have been calculated based upon the weighted average
number of shares outstanding during the years.
Fair Value of Financial Instruments
The carrying value of cash, accounts payable and due to related parties
approximates fair value because of the short maturity of these instruments.
Note 4 Capital Stock -
-------------
i) Preferred Stock
a) Authorized:
100,000,000, $0.01 par value
b) Issued:
None issued
ii) Common stock
a) Authorized:
1,000,000,000, no par value
b) Issued: # $
- -
Balance, Dec 31, 1999 and 1998 9,736,695 118,730
=========================
iii) On October 22, 1997, the company completed a reverse split
on a one common share for 300 common shares basis. All
common share transactions prior to the split have been
restated to reflect this split.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
The Company has experienced expenses for the six month period of $10,065 in 2000
and $26,534 in 1999. The Company had no revenues for the period in 2000 or 1999.
The Company had a net loss of ($10,065) for the period in 2000 and a net loss of
($26,534) in the same period 1999. The Company losses will continue until income
can be achieved. While the company is seeking capital sources for investment;
there is no assurance that sources can be found.
LIQUIDITY AND CAPITAL RESOURCES
The Company had no cash capital at the end of the period and no assets. The
Company will be forced to either borrow or make private placements of stock in
order to fund operations. No assurance exists as to the ability to achieve loans
or make private placements of stock.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
No reports on Form 8-K were made for the period for which this report
is filed.
<PAGE>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
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 thereunto duly authorized.
THE OHIO AND SOUTHWESTERN ENERGY COMPANY
Date: July 28, 2000
/s/ Ralph Shearing
----------------------------------------
Ralph Shearing, President
