U. S. Securities and Exchange Commission
Washington D. C. 20549
FORM 10-KSB
(X) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1998
-------------
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to __________________
Commission File No. 0-11732
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Appalachian Oil & Gas Company, Inc.
------------------------------------
(Name of Small Business Issuer in its Charter)
UTAH 87-0382031
------ ------------
(State of Other Jurisdiction (IRS Employer I.D. No.)
of incorporation or organization)
701 Second Avenue North, Nashville, TN 37201
--------------------------------------------
(Address of Small Business Issuer in its Charter)
Issuer's Telephone Number: (615) 254-4789
---------------
(Former Name or Former Address, if changed since last Report)
Securities Registered under Section 12(b) of the Exchange Act.
Securities Registered under Section 12(g) of the Exchange Act:
Check whether the Issuer(l) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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.
(l) Yes X No (2) Yes X No
----- -----
Check if there is no disclosure of delinquent files in response to Item 40S
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10KSB. ( )
State Issuer's revenues for its most recent fiscal year: $18,271.00.
The Exhibit Index commences on page 11.
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the
average bid and asked prices of such stock, as of a specified date within
the past 60 days.
June 30, 1998, $ .03. There are approximately 8,135,795 shares of common
- -------------- ------ ---------
voting stock of the Registrant held by non-affiliates.
<PAGE>
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 12 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.
Yes X No
------ -----
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:
8,135,795 Shares as of September 23, 1998.
- ------------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
A description of "Documents Incorporated by Reference" is contained in Item
14 of this Report.
Transitional Small Business Issuer Format Yes No X
----- -----
<PAGE>
APPALACHIAN OIL & GAS COMPANY, INC.
INDEX
<TABLE>
<CAPTION>
<S> <C>
Page No.
--------
Part I
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . .8
Item 4. Submission of Matters to a
Vote of Securities Holders . . . . . . . . . . . . . . . . . . . . .9
Part II
Item 5. Market for Registrant's Common
Equity and Related Matters . . . . . . . . . . . . . . . . . . . . .9
Item 6. Selected Financial Data. . . . . . . . . . . . . . . . . . . . . . 10
Item 7. Management's Discussion and Analysis of Financial
Conditions and Results of Operations . . . . . . . . . . . . . . . 10
Item 8. Financial Statements and Supplementary Data. . . . . . . . . . . . 10
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. . . . . . . . . . . . . . . . 10
Part III
Item 10. Directors and Executive Officers of the Registrant . . . . . . . . 11
Item 11. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 12. Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 13. Certain Relationships and Related Transactions . . . . . . . . . . 12
Item 14. Exhibits, Financial Statements, Schedules and
Reports on Form 10-K . . . . . . . . . . . . . . . . . . . . . . . 13
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
/TABLE
<PAGE>
PART I
Item 1. Business
- ----------------
General
- -------
In 1981, Dry Creek Exploration, Inc. ("Dry Creek"), the predecessor of
Appalachian Oil & Gas Company, Inc. (the "Company") was incorporated under
the laws of the State of Utah. Its purpose was to engage in the
acquisition, exploration and development of mineral properties. Dry Creek
sold 1,165,000 shares of its Common Stock to its promoters for $.00214 per
share, a total of $2,500, and 2,500,000 shares of its Common Stock to other
residents of the State of Utah at $.01 per share, an aggregate of $25,000.
Dry Creek subsequently purchased from a non-affiliate ten (10) placer
claims, each consisting of one hundred sixty (160) acres located in Utah,
for $20,000. Having substantially depleted the funds obtained by Dry Creek
from its public offering in the purchase of the mining claims, and unable
thereafter to raise the necessary additional capital for, or to interest
third parties in, the exploration of such claims, Dry Creek conducted no
substantive business activities until its acquisition of assets from
Ratliff Farms, Inc. ("Ratliff") and Universal Energy and Exploration, Inc.
("Universal").
During May 1982, those in control of Dry Creek accepted a proposal from the
management of Ratliff and Universal, two (2) Tennessee corporations under
the common control of James W. Ratliff, whereby their individually owned
shares were acquired by James W. Ratliff and his affiliates and James W.
Ratliff and persons affiliated with him were appointed to the Board of
Directors of Dry Creek.
On June 18, 1982, at a special meeting of Dry Creek's shareholders, and at
which, of the three million six hundred sixty-five thousand (3,665,000)
shares outstanding, two million forty-seven thousand (2,047,000) shares
were represented in person or by proxy, the following actions were
approved: (i) the name of the Company was changed to Appalachian Oil & Gas
Company, Inc.; (ii) the authorized Common Stock was increased from Fifty
million (50,000,000) to one hundred million (100,000,000) shares; (iii) the
outstanding three million six hundred sixty-five thousand (3,665,000)
shares of Common Stock split on a two for one basis; (iv) individuals who
were officers, directors or affiliates of Ratliff and/or Universal were
elected to comprise the Company's Board of Directors; and, (v) the Company
was thereafter to purchase certain assets of Ratliff and Universal as
described in a brochure presented on behalf of the sellers, in exchange for
five million (5,000,000) shares of its Common Stock, on a post split basis,
subject to satisfying certain conditions relating to the audit of such
assets.
At the time of purchase, Ratliff was a dormant corporation and Universal
was engaged in the acquisition and development of oil and gas properties.
The Company has continued some of the oil and gas operations so acquired.
From 1982 into late 1985 the Company's activities involved lease
acquisitions and the sale of interests in wells to be drilled on such
leases. Income was principally derived from the difference between the
aggregate purchase price obtained for the interests in a well sold to
others and the actual cost to drill and complete the particular well.
In December 1985, new directors were elected and they continued to drill
wells on developed leases. The Company also sought to increase its sales
of natural gas from wells in which it held interests.
<PAGE>
On August 15, 1989, a group of shareholders filed a complaint for mandamus
and other relief pursuant to section 13D of the Securities and Exchange
Commission regulations to review the books and records of the company and
conduct a shareholders' meeting. This suit was filed in the Chancery Court
of Hamilton County, Tennessee. The Court upheld the complaint and allowed
the plaintiffs to review the books and conduct a shareholders' meeting. At
that time new Directors and Officers were elected by a meeting of the
Shareholders.
The new management and directors exercised the best efforts to attempt to
rectify a situation of field wells that had gone into disrepair, wells that
were non-productive and field equipment that needed to be replaced or
repaired. For the year 1991 the shareholders elected Raymond Connelly as
Chairman of the Board and Director, Russell Ratliff as officer and
Director, and Tyler Tait as Secretary and Director.
In 1992 the shareholders elected Raymond Connelly as Chairman of the Board
of the Corporation, John R. (Jack) Tait as President/CEO and Director and
his son, Tyler Tait Secretary and Director.
In September 1992 at the annual meeting of the shareholders of the Company,
Barry L. Fly was elected as a Director of the corporation. In January
1993, John R. Tait submitted his resignation as President and Director of
the Company, Tyler Tait submitted his resignation as Director/Secretary-
Treasurer of the Company, and Brent Anderson submitted his resignation as
vice-president of the Company.
In January 1993, upon the acceptance of the resignations of Messrs. Tait,
Tait and Anderson, the Board of Directors of the Company elected Mark S.
Moore and Brad L. Fly as Directors of the Corporation.
Barry L. Fly was elected Secretary of the corporation and Brad L. Fly was
elected as Treasurer of the corporation in January 1993.
In April 1993, William Goodwin accepted the position of President with the
Company. Mr. Goodwin resigned as President on February 22, 1994. On March
9, 1994, Mark S. Moore was elected President and CEO of the corporation by
the Board of Directors.
The Company moved its corporate offices on June 1, 1994, to 240 Mayfield
Drive, Suite #106, Smyrna, Tennessee 37167.
The Company had successfully gained approval of a plan of reorganization
under Chapter 11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of Kentucky. The plan was
approved by the Court in March 1992. In January 1993, the Company was able
to successfully satisfy all provisions of the confirmed plan by
successfully satisfying all unsecured debt according to the plan confirmed
by the Untied States Bankruptcy Court for the Southern District of
Kentucky. The Corporation also successfully made payments of $25,000 per
month to the secured creditor, Valley Bank of Sweetwater, Tennessee on a
monthly basis according to the confirmed plan of reorganization by the
United States Bankruptcy Court.
In December 1995, Mark S. Moore resigned as President and CEO of the
Company. In January 1996, the Board of Directors appointed Mr. Raymond
Connelly as President and CEO of the Company.
<PAGE>
On February 1, 1996, the Company sold 60.0% of all of its rights, title and
interest in machinery and equipment, land, oil and gas well leaseholds to
K. Petroleum, Inc., an Ohio Corporation. Further, on February 1, 1996, the
Company signed an operating agreement with K. Petroleum, Inc., (KPI), an
Ohio Corporation, whereby KPI, would be sole operator of the properties.
KPI shall conduct and direct and have full control of all operations and
the properties. Under terms of the operating agreement KPI shall operate
the properties as an independent contractor on behalf of the parties to the
Agreement.
Since the sale of 60% of the assets to KPI, the Company has conducted no
business other than to pay its creditors with the proceeds of the sale, and
collect the royalties from KPI.
In January 1996, Mr. Brad L. Fly resigned as Treasurer and Member of the
Board of Directors of Appalachian Oil and Gas Company.
In March 1996, Mr. Brad Fly, was re-appointed to its Board of Directors of
the Company.
In March 1996, the Board of Directors authorized the sale of an undivided
60% of its assets in Clay County, Kentucky for $450,000 to K Petroleum,
Inc.
In May 1996, Mr. Barry L. Fly, resigned as Secretary and Director and Mr.
Brad L. Fly resigned as a director. The Board appointed Mr. Bill Jones,
Mr. Turner Snodgrass and Mr. Larry Cortin as Board Members.
In 1996, the Company moved its offices from Smyrna, Tennessee to Nashville,
Tennessee.
In 1997, Mr. David Cooley was appointed to the Board of Directors.
For the past two years, the Company sales have been solely from royalties
from the production of Natural Gas. Oil production has been negligible.
The Company ceased to be engaged in the oil and gas industry.
Business
- --------
Drilling Program
- ----------------
During the period after the sale of the 60% interest in its oil and gas
wells, royalties from gas sales have declined and ceased in the fourth
fiscal quarter of the year ended June 30, 1998. The Company has requested
production records from K Petroleum, but has not been able to obtain them
as of the date of this report.
Competition and Markets
- -----------------------
The competitive business conditions which affect the Company's Operating
Contractors competitive position in the industry include the price of gas
as determined by supply and demand, the availability of gas from the
Company's Operator and other competitors, weather conditions, and the
extremely high cost of the compression and transportation of the gas that
is required of the Operating Contractors because of the existing pressure
conditions of the Company's sole purchaser, Somerset Gas Services.
There are a large number of companies, partnerships and individuals engaged
in exploration, development and production of oil and gas properties in the
area including, but not limited to, Delta Gas, Wiser Oil Company, Petro
Flow, Incorporated, PXT, Incorporated, Southern Gas Company, Incorporated
and Midamco, Incorporated.
Government Regulation
- ---------------------
Activities of the Operator are regulated by several state and federal
agencies and by several state and federal acts. The Company is regulated
by the Environmental Protection Agency, the United States Forestry Service,
the United States Department of Agriculture, United States Bureau of Land
Management, Kentucky Public Service Commission, Kentucky Environmental
Protection Agency- Division of Water, and the Kentucky Bureau of Mines and
Minerals. Specific acts and statutes which govern the Company include the
Federal Environmental Protection Act, the Kentucky Environmental Protection
Act and Clean Water and Air Act, the Kentucky Public Service Commission Law
Annotated, Kentucky revised statutes Chapter 74, and the Commonwealth of
Kentucky, Department of Mines and Minerals permitting drilling operations
and the approval of drilled wells for production.
Government approval of the Company's Operating Agents operation is mandated
pursuant to the Kentucky Public Service Commission Law Annotated, Kentucky
revised statutes Chapter 74.
While existing and probable governmental regulations on the business are
time consuming, the Company believes its Operating Agents to be in
compliance with all regulations and that said compliance has not resulted
in any significant expense or competitive disadvantage to the Company.
Employees
- ---------
As of June 30, 1998, the Company employed one person, Patsy Fly as Office
Manager.
Item 2. Properties
- ------------------
The following table sets forth the approximate gross and net acres of
undeveloped and developed oil and gas properties of the Company at June 30,
1998. The Company has an undivided 40% interest in these wells.
<TABLE>
<CAPTION>
UNDEVELOPED
State Gross Acres Net Acres
--------- ----------- ---------
<S> <C> <C>
Kentucky 1,100.00 908.00
TOTAL 1,100.00 908.00
DEVELOPED
State Gross Acres Net Acres
--------- ----------- ---------
Kentucky 2,910 2,206
TOTAL 2,910 2,206
</TABLE>
The Company's oil and gas interests are located in Clay County
in Kentucky.
Oil and Gas Wells
- -----------------
The table below shows the number of the Company's gross and net oil and gas
wells as of June 30, 1998. Gross wells are the total number of wells in
which the Company owns a working interest, and net wells refer to the
average of the fractional net revenue interests owned by the Company in
gross wells. Dry holes are not included. The Company holds a 40%
undivided interest these wells.<PAGE>
<TABLE>
<CAPTION>
Total Total Oil Gas
State Gross Net Gross Net Gross Net
- --------- ------ ----- ----- ----- ----- ----
<S> <C> <C> <C> <C> <C> <C>
Kentucky 30 57.245 0 .0000 30 57.245
</TABLE>
Reserves
- --------
Richard M. Russell and Associates, consulting engineers of Nashville,
Tennessee, rendered an engineering evaluation as of June 30, 1997, of the
Company's interest in gas and oil properties. Since the Company is not
longer actively engaged as an operator of the wells no subsequent
evaluations have been made.
Present Activities
- ------------------
The Company has no oil and gas activities a this time.
Delivery Commitments
- --------------------
The Company has no obligations to provide a fixed or returnable quantity of
oil or gas under existing contracts or agreements.
Item 3. Legal Proceedings
- -------------------------
Federal Bankruptcy Court Filing
- -------------------------------
On February 1, 1991, the Company filed for relief under Chapter 11 of the
Federal bankruptcy laws in the United States Bankruptcy Court for the
Eastern District of Kentucky. The Court mandated that the Company
management continue operations as debtor-in-possession. On March 25, 1992,
a plan of reorganization was approved by the Court and implemented by
Company management. The plan required final payment to creditors on or
before September 25, 1992. Payment in full was made to all unsecured
creditors in January 1993. Monthly payments were made on a timely basis
according to the provisions of the confirmed plan to Valley Bank in
Sweetwater, Tennessee, the only secured creditor, in the amount of $25,000
per month until March 11, 1993, when the indebtedness to Sweetwater Bank
was satisfied in full by the payment of $172,348.49, as a result of the
re-financing of the Promissory Note to the bank with private individuals. In
1994 the Company received a court order from the United States Federal
Bankruptcy Court in Kentucky fully dismissing the bankruptcy case, in which
the company was recognized as having fully completed its obligations under
the Chapter 11 Plan of Reorganization and successfully received a full
discharge of all obligations pursuant to the bankruptcy.
Goldeneye, Inc. and Clyde Fuller vs. Appalachian Oil & Gas Company, Inc.
- ------------------------------------------------------------------------
The case was filed on August 17, 1993 seeking payment of royalties due to
the Leaseholder. The Operator paid under the terms of the contract and
case was dismissed on March 14, 1994 in Clay County Circuit Court,
Kentucky.
<PAGE>
State of Tennessee On the Relation of James E. Ables, et. al. vs.
Appalachian Oil & Gas Company, Inc. and Clyde M. Fuller.
- -----------------------------------------------------------------
On August 15, 1989 the plaintiffs (Section 13-D Group) filed a complaint
for mandamus and other relief to be allowed to review the books and records
of the Company and conduct a shareholder meeting, and the defendants (then
Company management) moved for an Order to Restrain plaintiffs from
conducting an adjourned shareholders meeting on December 20, 1989 in
Nashville, Tennessee. The Defendants appealed the interlocutory denial of
the request for restraining order. On December 14, 1989 the court ordered
then president Clyde M. Fuller, to post a personal bond for $10,000.00 and
should Court of Appeals deny defendant's application, the bond shall be
liable to pay plaintiffs (13-D Group) their reasonable expenses with
solicitation of proxies caused by staying shareholders meeting of December
10, 1989 together with the costs of the appeal. The Chancery Court,
Hamilton County, Tennessee denied the appeal and taxed the costs to
defendant/Fuller.
On March 11, 1994, Clyde M. Fuller renewed his petition for release of his
personal bond of $10,000.00. Plaintiffs (then 13-D Group, now present
Company Management has simultaneously moved the Court to fix damages caused
by defendant in attempting to reverse Order of the Court for the sum of
$24,176.47, or alternatively to the extent of Mr. Fuller's bond.
On March 22, 1995, the Chancellor of the Chancery Court, Hamilton County
Court Tennessee ruled in favor of the petitioner, Clyde M. Fuller, and
released the personal bond of $10,000.00 to Mr. Fuller by court opinion.
Item 4. Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------
The annual meeting of Shareholders of the Company was held on September 12,
1992. In addition to the election of directors and the approval of
auditors, the Shareholders approved an amendment to the Articles of
Incorporation to increase the par value of the Common Stock of the Company
from one-tenth of a cent to one cent per share, with a resultant stock
split of one share of the new one cent par value common voting stock for
each ten shares of the old one-tenth of a cent par value common voting
stock issued and outstanding. Of the shares present at the annual meeting,
36,108,596 voted for the amendment and 3,670 voted against it; no shares
abstained. The Board of Directors set the date for the reverse split as
November 20, 1993.
On March 29, 1995 the annual meeting of the stockholders of Appalachian Oil
& Gas Company, Inc. was held at the company's corporate headquarters, 240
Mayfield Drive, Suite #106, Smyrna, Tennessee 37167.
In addition to the election of directors and the approval of auditors, the
Shareholders approved changing of the state of incorporation from Utah to
the State of Tennessee. 1,401,330 shares presented at the meeting voted in
favor of these items and 20 shares voted against.
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Matters
- -----------------------------------------------------------------
Market Price of Common Stock
- ----------------------------
The following over-the-counter market quotations reflect inter-dealer
prices, without retain markup, markdown or commission, and may not
necessarily represent actual transactions. The range of reported high and
low bid quotations was derived from a variety of sources, including
quotations published by the National Quotation Bureau, Inc. and other
over-the-counter broker/dealers.
<TABLE>
<CAPTION>
For the Quarter Ended High Low
- ---------------------- ----- -----
<S> <C> <C>
September 30, 1997 .15 .03
December 31, 1997 .15 .03
March 31, 1998 .10 .03
June 30, 1998 .10 .03
</TABLE>
At June 30, 1998, the Company had approximately 750 shareholders of record.
Dividends
- ---------
There have been no dividends declared since the date of the Company's
organization and no dividends are contemplated to be paid in the
foreseeable future. It will continue to be the Company's policy to expend
any earnings in developing its gas and oil business.
Item 6. Selected Financial Data
- -------------------------------
<TABLE>
<CAPTION>
06/30/98 06/30/97 06/30/96 06/30/95 06/30/94
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Revenues $17,721 $48,723 $357,273 $539,395 $721,179
Income (Loss) from
Continuing Operation ($130,605) ($82,709) $(73,494) ($197,130) $121,727
Income (Loss) from
Continuing Operations
Per Common Share (0.03) (0.03) (0.01) (.05) 0.04
Total Assets $122,400 $190,875 $287,591 $633,533 $851,628
Long-Term Obligations $ -0- $ -0- $ -0- $129,490 $166,242
Cash Dividends Declare N/A N/A N/A N/A N/A
</TABLE>
The gain on sale of assets resulted from the sale of 60% of the assets to
K. Petroleum, Inc., (KPI). The significant decrease in total assets also
resulted form that sale.
Item 7. Management's Discussion and Analysis of Financial Conditions and
Results of Operations
- -------------------------------------------------------------------------
The following discussion should be read in conjunction with the Financial
Statements and their related notes, which are included elsewhere in this
report.
<PAGE>
Plan of Operation
- -----------------
In 1996, the Company faced with re-occurring losses, decided to sell
controlling interest in its oil and gas wells and to sign an operations
agreement whereby it would receive royalty payments on revenues, if any,
for the 40% interest it owns in 30 gas wells it had heretofore operated.
The prospect of rising costs and lower gas prices made the decision
necessary.
In 1997 and 1998, the Operator reported declining production and in May
1998, reported that production had ceased. The Company currently seeks
verification of those reports.
Results of Operations
- ---------------------
The Company has decreased its expenses to a base minimum. It currently has
one employee and rents office space and record storage space from its
President. At June 30, 1998, the Company was receiving no revenues and was
dependent upon its offices for funds to pay its ongoing expenses.
Item 8. Financial Statements
- ----------------------------
Financial Statements begin on page 15.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
- ------------------------------------------------------------------------
The Company did not re-appoint York, Neel & Company as its Certified Public
Accountant. There were no disagreements with York, Neel & Company.
The Company appointed Schvaneveldt & Company to perform its certified audit
and assist in the other accounting requirements for the Company.
PART III
Item 10. Directors and Executive Officers of the Registrant
- -----------------------------------------------------------
The following list sets forth the names and ages of all Directors and
Executive Officers of the Company, indicates the position held by each and
their length of service.
<TABLE>
<CAPTION>
Name Position Assumed Office
- ------------------- ------------ --------------
<S> <C> <C>
Raymond A. Connelly Director/ April, 1990
Age 65 Chairman
Turner Snodgrass Director May 1996
Age 45
Bill Jones Director May 1996
Age 68 Secretary/Treasurer
David Cooley Director 1997
Age 36
</TABLE>
The following is a brief resume of the business experience of the Company
Directors and Officers.
<PAGE>
Raymond A. Connelly
- -------------------
Mr. Connelly is a self-employed businessman. He has been involved in
limited partnerships promoting oil and gas development since 1985. He is
President and CEO of First Place Corporation and President of Central Paint
and Body Shop in Nashville, Tennessee. He has been a Director and Officer
of the Company since 1989. Mr. Connelly, for the last five years, has had
business experience in the areas of oil and gas serving as an officer and
director of Appalachian Oil & Gas, Inc., in the repair of automobiles and
sale of automobile parts.
Turner Snodgrass
- ----------------
Mr. Snodgrass has been a practicing attorney in Nashville, Tennessee since
the year 1980. His practice is concentrated in general business law. Mr.
Snodgrass has been an investor in gas and oil for several years. For the
past four years he has been involved in the development of a 152-unit
apartment complex in Nashville.
Bill Jones
- ----------
Mr. Jones is a self-employed businessman. He has been involved in the gas
and oil business since 1964. He has been involved in numerous other
businesses, but basically gas and oil. He started Eastern Petroleum
Corporation in 1969 and sold his interest in 1991.
David Cooley
- ------------
Mr. Cooley is currently a partner in the firm McNeely, Pigott and Fox,
Public Relations, LLC. Prior to that Mr. Cooley served as Chief of Staff
to Nashville Mayor Phil Bredesen. He has also served as Chief Executive to
Tennessee Public Service Commissioner Chairman, Frank Cockran. Mr. Cooley
spent 15 years as a Political Consultant, mainly in the Southeast.
<PAGE>
Item 11. Compensation
- ---------------------
Annual Compensation Paid to Officers and Directors for Fiscal Year
- ------------------------------------------------------------------
<TABLE>
<CAPTION>
Other Rest- Secur-
Annual ricted ities
Name & Compen- Stock Under- LTIP
Principal Fiscal Salary Bonus sation Awards lying Payouts
Postiion Year ($) ($) ($) ($) Options ($)
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Ray Connelly 1998 $ -0- $ -0- $ -0- $ -0- $ -0- $ -0-
Turner Snodgrass 1998 -0- -0- -0- -0- -0- -0-
Bill Jones 1998 -0- -0- -0- -0- -0- -0-
David Cooley 1998 -0- -0- -0- -0- -0- -0-
- -----------------------------------------------------------------------------------
</TABLE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
- -----------------------------------------------------------------------
The following sets forth, as of June 30, 1995, certain information
regarding ownership of the common stock of the Company by (i) all persons
known by the Company to be the beneficial owners of as much as five percent
(5%) of the outstanding common stock of the company, (ii) each Officer and
Director and (iii) all Officers and Directors as a group.
<TABLE>
<CAPTION>
Title of Name & Address of Amount Percent of
Class Beneficitial Owner Class
-----------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock Raymond A. Connelly 5,332,109 65.54
701 2nd Avenue No. (1)
Nashville, Tennessee
-----------------------------------------------------------------------
Common Stock Aymkone PTY, LTD. 750,000 17.8
Sydney, Australia
-----------------------------------------------------------------------
Common Stock Industrial Resources, Inc. 240,000 5.7
Knoxville, Tennessee
-----------------------------------------------------------------------
Common Stock Turner Snodgrass 2,400 NIL
701 2nd Avenue No.
Nashville, Tennesseee
-----------------------------------------------------------------------
</TABLE>
The Company's directors and executive officer owned a total of 5,334,509
shares of the Company's common stock.
(1) Includes 67,000 shares owned by First Place Corporation of Nashville,
Tennessee. Mr. Connelly is President of First Place Corporation.
<PAGE>
Changes In Control
- ------------------
There are no arrangements contemplated at the present time which may result
in the change in control of the small business issuer.
Item 13. Certain Relationships and Related Transactions
- -------------------------------------------------------
Raymond Connelly, Director and Chairman of the Board of the Company, is an
Officer and Shareholder of First Place Corporation. First Place
Corporation owns 722,667 shares of Common Stock.
There were no material transactions, or series of similar transactions,
during the Company's last three calendar years, or any currently proposed
transactions, or series of similar transactions, to which the Company or
any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000, and in which any promoter or founder or any
member of the immediate family of any of the foregoing persons, had an
interest.
Item 14. Financial Statement Schedules and Exhibits
- ---------------------------------------------------
Financial Statement Schedules for the year ended June 30, 1998.
Exhibits.
E-1 23 Consent of Schvaneveldt & Company<PAGE>
Appalachian Oil & Gas Company, Inc.
Financial Statements
June 30, 1998 & 1997<PAGE>
/Letterhead/
Schvaneveldt & Company
Certified Public Accountant
275 East South Temple, #300
Salt Lake City, Utah 84111
(801) 521-2392
Darrell T. Schvaneveldt, C.P.A.
Independent Auditors Report
---------------------------
Board of Directors
Appalachian Oil & Gas Company, Inc.
I have audited the accompanying balance sheets of Appalachian Oil & Gas
Company, Inc., as of June 30, 1998, and the related statements of
operations, stockholders' equity, and cash flows for the years ended June
30, 1998 & 1997. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatements. 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 the significant estimates made by management, as well as
evaluating the overall financial statements presentation. I believe that
my audit provides a reasonable basis for my opinion.
In my opinion, the aforementioned financial statements present fairly, in
all material respects, the financial position of Appalachian Oil & Gas
Company, Inc., as of June 30, 1998, and the results of its operations and
its cash flows for the years ended June 30, 1998 & 1997, in conformity with
generally accepted accounting principles.
/S/ Schvaneveldt & Company
Salt Lake City, Utah
April 6, 1998
<PAGE>
Appalachian Oil & Gas Company, Inc.
Balance Sheets
June 30, 1998 & June 30, 1997
<TABLE>
<CAPTION>
June June
30, 1998 30, 1997
------------ ------------
<S> <C> <C>
Current Assets
- --------------
Cash & Cash Equivalents $ 75 $ 36,954
Accounts Receivable - Trade 3,225 17,855
------------ ------------
Total Current Assets 3,300 54,809
Property & Equipment
- --------------------
Oil & Gas Properties 140,184 140,184
Other Property & Equipment 326,574 326,574
------------ ------------
Total Property & Equipment 466,758 466,758
Less Accumulated Depreciation, Depletion
& Amortization 347,658 330,692
------------ ------------
Total Property & Equipment 119,100 136,066
------------ ------------
Total Assets $ 122,400 $ 190,875
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
Appalachian Oil & Gas Company, Inc.
Balance Sheets -Continued-
June 30, 1998 & June 30, 1997
<TABLE>
<CAPTION>
June June
30, 1998 30, 1997
------------ ------------
<S> <C> <C>
Current Liabilities
- -------------------
Accounts Payable - Trade $ 12,468 $ 338
Commitments & Contingencies
- ---------------------------
Stockholders' Equity
Common Stock, Par Value $0.01 Per Share,
100,000,000 Shares Authorized,
8,135,795 & 3,135,795 Shares Issued
& Outstanding Respectively 81,358 31,358
Additional Paid In Capital 1,814,342 1,814,342
Retained Deficit (1,785,768) (1,655,163)
------------ ------------
Total Stockholders' Equity 109,932 190,537
------------ ------------
Total Liabilities & Stockholders' Equity $ 122,400 $ 190,875
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
Appalachian Oil & Gas Company, Inc.
Statement of Operations
For the Years Ended June 30, 1998, 1997 & 1996
<TABLE>
<CAPTION>
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
Revenues
- --------
Oil & Gas Sales $ 17,721 $ 48,723 $ 355,225
Sale of Oil & Gas Leases -0- -0- 106,834
Other 550 3,117 2,048
------------ ------------ ------------
Total Revenues 18,271 51,840 464,107
Costs & Expenses
- ----------------
Other Operating Expenses 17,908 35,530 244,232
Depreciation, Depletion & Amortization 16,965 16,965 52,086
Interest -0- -0- 21,232
General & Administrative 114,003 82,054 113,217
------------ ------------ ------------
Total Costs & Expenses 148,876 134,549 430,767
------------ ------------ ------------
Net Income (Loss) ( 130,605) ( 82,709) 33,340
============ ============ ============
Income (Loss) Per Share ($ .02) ($ .03) $ .01
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
Appalachian Oil & Gas Company, Inc.
Statement of Stockholders' Equity
From July 1, 1993 to June 30, 1998
<TABLE>
<CAPTION>
Additional
Common Paid In Accumulated
Shares Stock Capital Deficit
-----------------------------------------------------
<S> <C> <C> <C> <C>
Balance, July 1, 1993 4,202,399 $ 42,024 $1,743,676 ($1,636,013)
Common Stock Canceled (1,026,604) (10,266) 10,266
Common Stock Issued 60,000 600 59,400
Net Income for the Year
Ended June 30, 1994 121,727
-----------------------------------------------------
Balance, June 30, 1994 3,235,795 32,358 1,813,342 (1,514,286)
Net Loss for the Year
Ended June 30, 1995 ( 91,508)
-----------------------------------------------------
Balance, June 30, 1995 3,235,795 32,358 1,813,342 (1,605,794)
Shares Returned to Company
for Cancellation (100,000) (1,000) 1,000
Net Income for the Year
Ended June 30, 1996 33,340
-----------------------------------------------------
Balance, June 30, 1996 3,135,795 31,358 1,814,342 (1,572,454)
Net Loss for the Year
Ended June 30, 1997 ( 82,709)
-----------------------------------------------------
Balance, June 30, 1997 3,135,795 31,358 1,814,342 (1,655,163)
Shares Issued for Services
at $.01 Per Share 5,000,000 50,000
Net Loss for the Year
Ended June 30, 1998 ( 130,605)
-----------------------------------------------------
Balance, June 30, 1998 8,135,795 $ 81,358 $1,814,342 ($1,785,768)
=====================================================
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
Appalachian Oil & Gas Company, Inc.
Statement of Cash Flows
For the Years Ended June 30, 1998, 1997 & 1996
<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Cash Flows from Operating Activities
- ------------------------------------
Net Income (Loss) ($ 130,605) ($ 82,709)$ 33,340
Adjustments to Reconcile Net Income
(Loss) to Net Cash Provided by
Operating Activities
Depreciation, Depletion & Amortization 16,965 16,965 52,086
Rounding 1 -0- -0-
Shares Issued for Services (Non-Cash) 50,000 -0- -0-
Gain on Sale of Properties -0- -0- (106,834)
Changes in Operating Assets & Liabilities
(Increase) Decrease in Accounts Receivable 14,630 12,582 42,211
Increase (Decrease) in Accounts Payable 12,130 (12,007) (107,940)
Increase (Decrease) in Accrued Expenses -0- (2,000) (3,352)
----------- ----------- -----------
Net Cash Provided by (Used In)
Operating Activities ( 36,879) ( 67,169) ( 90,489)
----------- ----------- -----------
Cash Flows from Investing Activities
- ------------------------------------
Purchase from Sale of Property & Equipment -0- -0- 450,000
----------- ----------- -----------
Net Cash Provided by (Used In)
Investing Activities -0- -0- 450,000
Cash Flows from Financing Activities
- ------------------------------------
Principal Payments on Notes Payable -0- -0- ( 138,500)
Principal Payments on Long-Term Debt -0- -0- ( 129,490)
----------- ----------- -----------
Net Cash Provided by (Used In)
Financing Activities -0- -0- ( 267,990)
----------- ----------- -----------
Increase (Decrease) in Cash &
Cash Equivalents ( 36,879) ( 67,169) 91,521
----------- ----------- -----------
Cash & Cash Equivalents,
Beginning of Year 36,954 104,123 12,602
----------- ----------- -----------
Cash & Cash Equivalents,
End of Year $ 75 $ 36,954 $ 104,123
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
Appalachian Oil & Gas Company, Inc. And Subsidiary
Notes to Financial Statements
NOTE #1 - Summary of Significant Accounting Policies
- ----------------------------------------------------
Significant accounting policies of the Company are as follows:
a. Principles of Consolidation (Applicable to fiscal year 1995 only).
The consolidated financial statements include the accounts of
Appalachian Oil & Gas Company, Inc. (AOGI) and its subsidiary, TKGC #1
Limited Partnership. All significant intercompany accounts and transactions
have been eliminated in consolidation.
b. Business Activity and Major Customers
AOGI sold the controlling interest in its oil and gas producing
properties in February of 1996. AOGI has no activities in extracting oil
or gas or in marketing the production of oil and gas. It is AOGI's
intention to sell its remaining 40% interest in the oil and gas properties
and the related assets and to seek other business opportunities.
c. Cash and Cash Equivalents
Cash includes amounts on hand and in financial institutions. Cash
equivalents include all highly liquid investments with an original maturity
of three months or less when purchased.
d. Allowance for Losses
AOGI uses the specific write-off method to provide for doubtful
accounts since experience and management's estimation indicates an adequate
allowance for such accounts is immaterial.
e. Oil and Gas Properties
The Company uses the successful efforts method of accounting for oil
and gas producing activities. Costs to acquire mineral interests in oil and
gas properties, to drill and equip exploratory wells that find proved
reserves, and to drill and equip development wells are capitalized. Costs
to drill exploratory wells that do not find proved reserves, geological and
geophysical costs, and costs of carrying and retaining unproved properties
are expensed.
Unproved oil and gas properties that are individually significant are
periodically assessed for impairment of value, and a loss is recognized at
the time of impairment by providing an impairment allowance. Other unproved
properties are amortized based on the Company's experience of successful
drilling and average holding period. Capitalized costs of producing oil and
gas properties, after considering estimated dismantlement and abandonment
costs and estimated salvage values, are depreciated and depleted by the
unit-of-production method. Support equipment and other property and
equipment are depreciated over their estimated useful lives.
<PAGE>
Appalachian Oil & Gas Company, Inc. And Subsidiary
Notes to Consolidated Financial Statements -Continued-
NOTE #1- Summary of Significant Accounting Policies -Continued-
- ---------------------------------------------------------------
e. Oil and Gas Properties -Continued-
The costs associated with dismantlement and site restoration are
considered immaterial based on past history of AOGI.
On the sale or retirement of a complete unit of a proved property, the
cost and related accumulated depreciation, depletion, and amortization are
eliminated from the property accounts, and the resultant gain or loss is
recognized. On the retirement or sale of a partial unit of proved property,
the cost is charged to accumulated depreciation, depletion, and
amortization with a resulting gain or loss recognized in income.
On the sale of an entire interest in an unproved property for cash or
cash equivalent, gain or loss on the sale is recognized, taking into
consideration the amount of any recorded impairment if the property had
been assessed individually. If a partial interest in an unproved property
is sold, the amount received is treated as a reduction of the cost of the
interest retained.
f. Income Taxes
Deferred income taxes are provided for significant temporary
differences in recognition of revenues and expenses for financial reporting
and income tax reporting purposes.
For Federal income tax purposes, the Company deducts certain
exploration and developmental costs, which are capitalized and amortized
for financial reporting purposes. The Company uses statutory depletion for
income tax reporting.
Investment tax credits are accounted for as a reduction of income tax
expense in the year taxes payable are reduced.
h. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
I. Environmental Costs
Environmental expenditures that relate to current operations are
expensed or capitalized as appropriate. Liabilities are recorded when
environmental assessments are probable and the amounts can be reasonably
estimated.
<PAGE>
Appalachian Oil & Gas Company, Inc. And Subsidiary
Notes to Consolidated Financial Statements -Continued-
NOTE #2 - Property and Equipment
- ---------------------------------
A summary of property and equipment is as follows:
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
Proved oil and gas properties $ 140,184 $ 140,184
Less accumulated depreciation,
depletion and amortization 96,210 94,158
---------- ----------
43,974 46,026
---------- ----------
Land 12,410 12,410
Gas gathering system 196,334 196,334
Machinery and equipment 112,788 112,788
Office furniture and equipment 5,042 5,042
---------- ----------
Other property and equipment 326,574 326,574
Less accumulated depreciation 251,448 236,534
---------- ----------
75,126 90,040
---------- ----------
Net property and equipment $ 119,100 $ 136,066
========== ==========
</TABLE>
AOGI incurred depreciation expense of; $ 16,965 $16,965, and $52,086, for
the years ended June 30, 1998, 1997, and 1996, respectively.
NOTE #3 - Income Taxes
- ----------------------
At June 30, 1998, the Company had net operating loss and investment tax
credit carryforwards for income tax purposes of approximately $1,394,000
and $30,000, respectively, which expire on or before June 30, 2007. For
financial reporting purposes, a valuation allowance of $528,351 has been
recognized to offset the deferred tax assets related to these items.
The net tax effects of temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts
used for income tax purposes are reflected in deferred income taxes.
Significant components of the Company's deferred tax assets and liabilities
as of June 30, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Deferred tax assets:
Net operating loss $ 518,151 $ 490,745
Investment tax credit 10,200 10,200
----------- -----------
Total deferred tax assets 528,351 500,945
Valuation allowance for
deferred tax assets ( 528,351) ( 500,945)
----------- -----------
Deferred tax liabilities -0- -0-
----------- -----------
Net deferred tax asset $ -0- $ -0-
======================
</TABLE>
<PAGE>
Appalachian Oil & Gas Company, Inc. And Subsidiary
Notes to Consolidated Financial Statements -Continued-
NOTE #4 - Statement of Cash Flows Disclosures
- ---------------------------------------------
AOGI paid $21,232, in interest during the years ended June 30, 1996. AOGI
issued 5,000,000 shares of common stock restricted for services valued at
$50,000.
NOTE #5 - Earnings (Loss) Per Share
- -----------------------------------
Earnings (loss) per share are based on the weighted average number of
shares outstanding of 3,235,795, for the years ended June 30, 1998, 1997,
and 1996, respectively.
NOTE #6 - Sale of Operating Assets & Well Interest
- --------------------------------------------------
Effective March 27, 1996, AOGI sold 60% of their operating assets and 60%
of their well interests for $450,000. The company that purchased the assets
began operating and managing the majority of AOGI's wells as of February 1,
1996.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf of the undersigned, thereunto
duly authorized.
Dated: April 21, 1999 Appalachian Oil & Gas Company, Inc.
a Utah Corporation
By: /s/ Raymond A. Connelly
----------------------------
Raymond A. Connelly, President
DATE NAME AND TITLE SIGNATURE
- ----------------- ------------------- -------------------------
April 21, 1999 Raymond A. Connelly /S/ Raymond A. Connelly
President
/Letterhead/
Schvaneveldt & Company
Certified Public Accountant
275 East South Temple, #300
Salt Lake City, Utah 84111
(801) 521-2392
Darrell T. Schvaneveldt, C.P.A.
Consent of Darrell T. Schvaneveldt
Independent Auditor
I consent to the use, of our report dated April 6, 1998, on the
financial statements of Appalachian Oil & Gas Company, Inc., dated June 30,
1998, included herein and to the reference made to me.
Salt Lake City, Utah
April 21, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000732814
<NAME> APPALACHIAN OIL & GAS COMPANY, INC.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-END> JUN-30-1998
<CASH> 75
<SECURITIES> 0
<RECEIVABLES> 3,225
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,300
<PP&E> 466,758
<DEPRECIATION> 347,658
<TOTAL-ASSETS> 122,400
<CURRENT-LIABILITIES> 12,468
<BONDS> 0
0
0
<COMMON> 81,358
<OTHER-SE> 28,574
<TOTAL-LIABILITY-AND-EQUITY> 122,400
<SALES> 17,721
<TOTAL-REVENUES> 18,271
<CGS> 17,908
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 130,968
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (130,605)
<INCOME-TAX> 0
<INCOME-CONTINUING> (130,605)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (130,605)
<EPS-PRIMARY> .02
<EPS-DILUTED> 0
</TABLE>
