SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
|X| SECOND AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
or
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-6580
PEASE OIL AND GAS COMPANY
(Name of small business issuer as specified in its charter)
Nevada 87-0285520
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
751 Horizon Court, Suite 203,
Grand Junction, Colorado 81506
(Address of principal executive offices) (Zip code)
(970) 245-5917
(Issuer's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
(None)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock (Par Value $.10 Per Share)
Series A Cumulative Convertible Preferred Stock (Par Value $0.01 Per Share)
Common Stock Purchase Warrants (Expire August 13, 1998)
Title of Class
Check whether the issuer (1) 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. Yes [x] No [ ]
Check if disclosure of delinquent filers in response to Item 405 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
the Form 10-KSB. [ ]
The issuer's revenues for its most recent fiscal year were $6,165,664.
As of February 21, 1997, Registrant had 8,357,427 shares of its $0.10 par value
Common Stock and 141,822 shares of its $0.01 par value Series A Cumulative
Convertible Preferred Stock outstanding. As of February 21, 1997 the aggregate
market value of the common stock, the Registrant's only class of voting stock,
held by non-affiliates was $23,584,935. This calculation is based upon the
closing sales price of $3.25 per share on February 21, 1997.
<PAGE>
PEASE OIL AND GAS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED
DECEMBER 31,
1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,411,582) $ (765,436)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Provision for depreciation and depletion 1,009,645 1,200,487
Amortization of intangible assets and
discount on convertible debt 236,963 109,487
Deferred income taxes -- (400,000)
equipment 6,660 (75,073)
Provision for bad debts 21,497 35,176
Dry holes and abandonments 525,000 --
Issuance of common stock for services 85,288 71,392
Other (54,942) (41,770)
Changes in operating assets and liabilities:
(Increase) decrease in:
Trade receivables 342,170 625,286
Inventory 124,502 296,824
Prepaid expenses and other (14,316) 14,001
Increase (decrease) in:
Account payable (905,027) (529,581)
Accrued expenses (109,473) (160,512)
Net cash provided by (used in) operating --------- ---------
activities (143,615) 380,175
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for property,
plant and equipment (1,403,413) (387,403)
Proceeds from redemption of certificate of deposit 53,500 43,000
Proceeds from sale of property and equipment 163,821 823,631
----------- ----------
Net cash provided by (used in) investing
activities (1,186,092) (479,228)
----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible debentures 5,000,000 -
Repayment of long-term debt 1,795,670) (943,341)
Proceeds from sale of common stock 133,125 281,250
Offering costs (13,155) (52,953)
Debt issuance costs (676,008) -
--------- -------------
Net cash provided by (used in) financing
activities 2,648,292 (715,044)
INCREASE (DECREASE) IN CASH AND EQUIVALENTS 1,318,585 144,359
CASH AND EQUIVALENTS, beginning of year 677,275 532,916
---------- -------------
CASH AND EQUIVALENTS, end of year $1,995,860 $677,275
========== =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for interest $192,502 $273,735
========== ============
Cash received (paid) for income taxes $41,409 $(21,000)
========== ============
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
Fair value of warrants granted for debt
issuance costs $600,000 $ -
Fair value of warrants granted for discount
on convertible debentures 1,829,000 -
Conversion of long-term debt to common stock 130,000 -
Long-term debt incurred for purchase of vehicles - 24,992
Acquisition of oil and gas properties for
common stock - 59,922
Common stock subscription receivable - 68,750
The accompanying notes are an integral part of these consolidated financial
statements.
PAGE 57
<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 by the undersigned, thereunto duly
authorized.
PEASE OIL AND GAS COMPANY
Date: April 9, 1998 By:/s/ Willard H. Pease, Jr.
----------------------------
Willard H. Pease, Jr.
President and Chief Executive Officer
Date: April 9, 1998 By: /s/ Patrick J. Duncan
-------------------------
Patrick J. Duncan
Chief Financial Officer, Treasurer,
and Principal Accounting Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
Date: April 9, 1998 By:/s/ Willard H. Pease, Jr.
----------------------------
Willard H. Pease, Jr., President
and Chairman of the Board
Date: April 9, 1998 By: /s/ Patrick J. Duncan
-------------------------
Patrick J. Duncan
Chief Financial Officer,
Treasurer, and Director
Date: April 9, 1998 By:/s/ Steve A. Antry
---------------------
Steve A. Antry, Director
Date: April 9, 1998 By:/s/ R. Thomas Fetters, Jr.
-----------------------------
R. Thomas Fetters, Jr., Director
Date: April 9, 1998 By:/s/ Stephen L. Fischer
-------------------------
Stephen L. Fischer
Date: April 9, 1998 By:/s/ Homer C. Osborne
-----------------------
Homer C. Osborne, Director
Date: April 9, 1998 By:/s/ James C. Ruane
---------------------
James C. Ruane, Director
Date: April 9, 1998 By:/s/ Clemons F. Walker
------------------------
Clemons F. Walker, Director
Date: April 9, 1998 By:/s/ William F. Warnick
-------------------------
William F. Warnick, Director
36
Exhibits are not attached to this amendment. They were submitted in full with
the filing of the 10-KSB/A dated March 9, 1998. This amendment is for an error
in the figures shown on this page only.
