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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
AMENDED FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 21, 1996
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NEVADA ENERGY COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-14873 84-0897771
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
401 East Fourth Street, Reno, NV 89512
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 786-7979
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(Former name or former address, if changed since last report.)
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NEVADA ENERGY COMPANY, INC.
INDEX
ITEM NUMBER AND CAPTION PAGE NUMBER
- ----------------------- ------------
Item 2. Acquisition of Assets. . . . . . . . . . . . 1
Item 7. Financial Statements
and Exhibits . . . . . . . . . . . . . . . . 1
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ITEM 2. ACQUISITION OF ASSETS.
(a) On June 21, 1996 the Company's wholly owned subsidiary, Central
Communications Corporation ("CCC" - a Nevada corporation), completed the
acquisition of certain assets including the outstanding shares of
Telecommunications Technologies, Inc. ("TTI" - an Oregon corporation) on June
21, 1996, and the rights to provide telecommunications services as set forth
in an agreement between InterNet Communications Services, Inc. ("ICS" - a
Delaware corporation) and La Opinion Tarleta Telefonica Telecard, Inc. ("La
Opinion" - a California corporation) dated July 19, 1995. The properties
were acquired from Telecom (AE), a division of Wina Associates (an Isle of
Man corporation) in consideration of $500,000 in cash and 2,000,000 of the
Company's Class A common shares valued at $1,500,000 to be issued.
(b) TTI is engaged in the development, financing and operation of retail
telecommunications centers in shopping centers and modular offices located in
the Western United States. Each telecommunications center allows customers
to make long-distance telephone calls, purchase telephone debit cards, send
and receive telecopier transmissions and make funds transfers. The centers
are popularly known as "La Caseta Telephonicas" and are oriented towards
serving Spanish speaking clientele. The agreement between ICS and La Opinion
permits La Opinion to sell telephone debit cards, on a non-exclusive basis,
to be utilized through ICS's proprietary debit card switching services. La
Opinion is a subsidiary of La Opinion Newspaper, a Spanish language newspaper
with circulation of approximately 14,000 in the greater Los Angeles area.
The debit cards are sold through locations which also distribute the La
Opinion newspapers. The registrant intends to continue these activities.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements for TTI for the period ending February 28, 1995
and the year ending February 29, 1996 have been included.
(b) No pro forma financial information is being filed with this Form 8-K.
(c) Exhibit (10-1) Stock Acquisition Agreement dated June 21, 1996 is
incorporated by reference to original filing.
(d) Exhibit (10-2) Validation Processing Purchase Agreement Internet
Provided Long Distance dated July 19, 1995 is incorporated by
reference to original filing.
(e) Exhibit (10-3) Assignment of Long Distance Services agreement dated
March 29, 1996 is incorporated by reference to original filing.
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(f) Irrevocable letter of direction dated May 31, 1996 is incorporated by
reference to original filing.
(g) Assignment Agreement between the Company and CCC dated May 31, 1996 is
incorporated by reference to original filing.
(h) Assignment Agreement between TAE and CCC dated May 31, 1996 is
incorporated by reference to original filing.
(i) Assignment Agreement between TAE and CTC dated May 31, 1996 is
incorporated by reference to original filing.
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.
NEVADA ENERGY COMPANY, INC.
/s/ Jeffrey E. Antisdel
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Jeffrey E. Antisdel, President
Date September 4, 1996
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TELECOM TECHNOLOGIES, INC.
FEBRUARY 29, 1996
TABLE OF CONTENTS
PAGE NO.
--------
INDEPENDENT AUDITOR'S REPORT
On Financial Statements 1
FINANCIAL STATEMENTS
Balance Sheet 2
Statements of Income 3
Statement of Shareholders' Equity 4
Statements of Proprietors' Capital 5
Statements of Cash Flows 6
Notes to Financial Statements 7-8
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INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
of Telecom Technologies, Inc.
We have audited the accompanying balance sheet of Telecom Technologies,
Inc. (an Oregon corporation) as of February 29, 1996, and the related statements
of income and cash flows for the year ended February 29, 1996 and for the period
from inception (December, 1994) to February 28, 1995, the related statement of
stockholders' equity for the six months ended February 29, 1996 and the related
statements of proprietors' capital for the six months ended August 28, 1995 and
the period from inception (December, 1994) to February 28, 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As more fully described in Note 1 to the financial statements, the Company
records income from sales when payment is received and records expenses when
payment is made. In our opinion, generally accepted accounting principles call
for revenue recognition at the point of sale (when earned) and expense
recognition when the related liability is incurred. The principal effects of
that departure from generally accepted accounting principles on the financial
statements are not reasonably determinable.
In our opinion, because of the effects of the matter discussed in the
preceding paragraph, the financial statements referred to in the first paragraph
do not present fairly, in conformity with generally accepted accounting
principles, the financial position of Telecom Technologies, Inc. as of
February 29, 1996, or the results of its operations or its cash flows for the
year ended February 29, 1996 or for the period from inception (December, 1994)
to February 28, 1995.
Reno, Nevada
August 31, 1996
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TELECOM TECHNOLOGIES, INC.
BALANCE SHEET
FEBRUARY 29, 1996
ASSETS
CURRENT ASSETS
Cash $ 1,581
Receivable from Officer - Note 2 8,067
--------
9,648
--------
PROPERTY, PLANT AND EQUIPMENT (Note 1)
Computers 1,807
Furniture and office equipment 414
Software 2,440
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4,661
Less: Accumulated depreciation and amortization (974)
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3,687
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Total Assets $ 13,335
--------
--------
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Payroll taxes payable $ 3,820
Customer deposits 26,987
--------
30,807
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LIABILITIES AND SHAREHOLDERS' DEFICIT (Note 3)
Common stock: Authorized 1,000 shares;
no par value, 1,000 shares issued
and outstanding 1,000
Accumulated deficit (18,472)
--------
Total Shareholders' Deficit (17,472)
--------
Total Liabilities and Shareholders' Deficit $ 13,335
--------
--------
The accompanying notes are an integral part of these financial statements.
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TELECOM TECHNOLOGIES, INC.
STATEMENTS OF INCOME
FOR THE YEAR ENDED FEBRUARY 29, 1996 AND FOR THE
PERIOD FROM INCEPTION (DECEMBER 1994) TO FEBRUARY 28, 1995
FROM INCEPTION
TO
FEBRUARY 29, FEBRUARY 28,
1996 1995
------------ ------------
REVENUE
Telephone services $615,265 $ 9,000
Equipment and system sales 16,500 9,000
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631,765 18,000
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COST OF SALES
Telephone services 557,000 16,000
Equipment and system sales 8,389 3,632
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565,389 19,632
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Gross Profit (Loss) 66,376 (1,632)
OPERATING EXPENSES
Officer's salary 18,000 -
Payroll taxes and benefits 2,865 -
Commissions 5,475 -
Outside services 1,501 1,200
Accounting and audit 555 -
Legal 250 -
Depreciation and amortization 828 146
Travel 5,737 -
Office supplies and expense 6,193 128
Other expenses - 63
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41,404 1,537
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Net Income (Loss) Before
Proforma Adjustments $ 24,972 $ (3,169)
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PROFORMA ADJUSTMENTS - Note 1:
Income taxes 5,500 -
Payroll expenses 30,000 12,000
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$(10,528) $(15,169)
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The accompanying notes are an integral part of these financial statements.
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TELECOM TECHNOLOGIES, INC.
STATEMENT OF SHAREHOLDERS' DEFICIT
FOR THE SIX MONTHS ENDED FEBRUARY 29, 1996
COMMON STOCK ACCUMULATED
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SHARES ISSUED AMOUNT (DEFICIT)
------------- ------ -----------
Balance, August 28, 1995 - $ - $(50,819)
Shares issued for
cash - Note 3 1,000 1,000 (1,000)
Net income for the six
months ended
February 29, 1996 - - 33,347
------- -------- ---------
Balance, February 29, 1996 1,000 $1,000 $(18,472)
------- -------- ---------
------- -------- ---------
The accompanying notes are an integral part of these financial statements.
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TELECOM TECHNOLOGIES, INC.
STATEMENTS OF PROPRIETORS' CAPITAL
FOR THE PERIOD FROM INCEPTION (DECEMBER 1994)
TO FEBRUARY 28, 1995
AND FOR THE SIX MONTHS ENDED AUGUST 28, 1995
Proprietors' capital at December 1, 1994 $ -
Net (loss) (3,169)
Withdrawals (7,000)
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Proprietors' capital at February 28, 1995 (10,169)
Net (loss) (8,375)
Withdrawals (32,275)
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Proprietors' capital at August 28, 1995 $(50,819)
----------
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The accompanying notes are an integral part of these financial statements.
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TELECOM TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED FEBRUARY 29, 1996
AND FOR THE PERIOD FROM INCEPTION (DECEMBER 1994)
TO FEBRUARY 28, 1995
FROM INCEPTION
TO
FEBRUARY 29, FEBRUARY 28,
1996 1995
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) before proforma adjustments $ 24,972 $ (3,169)
--------- ---------
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization 828 146
Changes in current assets and
current liabilities:
(Increase) decrease receivable
from officer (8,067) -
(Increase) decrease customer
deposits 287 26,700
Increase (decrease) in payroll taxes
payable 3,820 -
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Total Adjustments (3,132) 26,846
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Net Cash Provided by Operating Activities 21,840 23,677
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CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (1,690) (2,971)
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Net Cash (Used) by
Investing Activities (1,690) (2,971)
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CASH FLOWS FROM FINANCING ACTIVITIES
Withdrawals (33,275) (7,000)
Cash sales of shares 1,000 -
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Net Cash (Used) by Financing Activities (32,275) (7,000)
Net Increase (Decrease) in Cash (12,125) 13,706
CASH, Beginning of Year 13,706 -
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CASH, End of Year $ 1,581 $ 13,706
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest $ - $ -
--------- ---------
--------- ---------
Income taxes $ - $ -
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TELECOM TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Reporting:
The revenue and expense recognition policies included in the financial
statements are not in accordance with Generally Accepted Accounting
Standards. Income is recognized when received rather than when earned,
and expenses are recognized when paid rather than when the obligation is
incurred. Consequently, material accounts receivable and payable
balances have not been included on the Balance Sheet and income and
expenses on the Statements of Income are understated.
Business Activity:
Telecom Technologies, Inc. (TTI) was established as a sole
proprietorship in December 1994 and was subsequently incorporated in the
State of Oregon on August 28, 1995. TTI is engaged in the development,
financing and operation of retail telecommunications centers in shopping
centers and modular offices located in the Western United States. Each
telecommunications center allows customers to make long-distance
telecopier transmissions and make fund transfers. The centers are
popularly known as "La Caseta Telephonicas" and are oriented toward
serving Spanish speaking clientele.
Property, Plant and Equipment:
Property, plant and equipment are stated at cost. Depreciation is
provided on a straight-line basis over the asset's estimated useful
life ranging from 5 to 7 years.
Income Taxes:
TTI was a sole proprietorship until August 28, 1995. The
proprietorship itself was not a taxpaying entity for purposes of federal
and state income taxes. The proprietor is taxed on the proprietorship
earnings. Taxes on the corporate income have been computed at
applicable corporate rates. SFAS No. 109, "Accounting for Income Taxes"
requires an asset and liability approach for financial accounting and
reporting for deferred income taxes. The Company does not have
"temporary differences" between amounts of assets and liabilities for
financial reporting purposes and income tax purposes. As a result, the
Company does not have deferred tax assets or liabilities as provided in
SFAS No. 109.
Proforma Adjustments:
Up to August 28, 1995, TTI was a sole proprietorship. In order to
enhance comparability, the following proforma adjustments have been
disclosed as supplementary adjustments to the accompanying income
statements.
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Payroll Expenses: If TTI had been a corporation, it would have incurred
payroll expenses in respect of owner-employee salary in the amount of
$30,000 and $12,000, respectively, for the year ended February 29, 1996
and the three months ended February 28, 1995. These amounts were
computed based on the salary in effect at February 29, 1996.
Income Taxes: If TTI had been a corporation, corporate income tax
expenses would have been incurred in the amount of $5,500 for the year
ended February 29, 1996. No deferred tax assets or liabilities were
recorded in the accompanying balance sheet because no significant
temporary differences exist.
Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
Proprietors' Capital:
The entire amount of proprietors' capital (deficit) as of August 28,
1995 is included in accumulated deficit on the February 29, 1996 balance
sheet. The net income for the six months ended February 29, 1996 is
included in accumulated deficit on the February 29, 1996 balance sheet.
NOTE 2 - RELATED PARTY TRANSACTIONS:
At February 29, 1996, the Company had a receivable in the amount of
$8,067 from Dean Chamberlain, the President and former proprietor of
TTI. This amount was subsequently collected.
NOTE 3 - COMMON STOCK:
The Company issued 1,000 shares of its no par common stock for cash in
October 1995. There are 1,000 shares authorized.
NOTE 4 - SUBSEQUENT EVENT:
On May 28, 1996, all of the outstanding shares of the Company were
acquired by Telecom (AE), a Division of Wina Associates Limited.
Subsequently, on June 21, 1996, all of the outstanding shares of the
Company were acquired by Central Communications Company, a Nevada
corporation and wholly owned subsidiary of Nevada Energy Company, Inc.
(a NASDAQ listed Delaware corporation).
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