[As adopted in Release No. 34-32231, April 28, 1993, 58 F.R. 26509]
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: December 31, 1997
-----------------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from to
Commission file number 0-730
PENN-PACIFIC CORPORATION
(Exact name of small business issuer as
specified in its charter)
Delaware 95-3227748
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
3539 Ocean View Blvd., Glendale, CA 91208
(Address of principal executive offices)
(818) 957-1414
Issuer's telephone number
3225 S. Norwood Suite 100, Tulsa, OK 74135
(Former name, former address and former fiscal year, if changed since last
report.)
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 No X
<PAGE>
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes No X
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practical date: May 14, 1999 951,082
Transitional Small Business Disclosure Format (check one). Yes ; No X
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
PENN PACIFIC CORPORATION
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
December 31, September 30,
1997 1997
------------ ------------
<S> <C> <C>
ASSETS ............................................. $ -- $ --
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts Payable ................................. $ 1,186 $ --
Accrued expenses ................................. 8,692 9,036
Notes payable - stockholders ..................... 5,000 5,000
------------ ------------
Total Liabilities ........................ 14,878 14,036
------------ ------------
Stockholders' Equity
Preferred stock (par value $1.00), 50,000,000
shares authorized, no shares issued at
December 31, 1997 and September 30, 1997 ......... -- --
Common stock to be issued .......................... 4,967 4,967
Common stock (par value $.10), 100,000,000 shares
authorized, 951,082 shares issued and outstanding
December 31, 1997 and September 30, 1997 ......... 95,108 95,108
Capital in excess of par value ..................... 35,683,105 35,683,105
Retained deficit ................................... (35,735,361) (35,735,361)
Deficit accumulated during development stage ....... (62,697) (61,855)
------------ ------------
Total Stockholders' Equity ............... (14,878) (14,036)
------------ ------------
Total Liabilities and Stockholders' Equity $ -- $ --
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
PENN PACIFIC CORPORATION
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
Cumulative
Since
For the Three Months Ended Inception of
December 31, Development
--------------------------
1997 1996 Stage
----------- ----------- -----------
<S> <C> <C> <C>
Revenues ..................................... $ -- $ -- $ --
-----------
Expenses
Selling, general and administrative expenses 750 918 4,419
----------- ----------- -----------
Operating Loss ............................... (750) (918) (4,419)
Other income (expense):
Interest expense .......................... (92) (50,000) (50,092)
Reorganization items:
Administrative fees ....................... -- -- (8,186)
----------- ----------- -----------
Loss before taxes ............................ (842) (50,918) (62,697)
Income taxes ................................. -- -- --
----------- ----------- -----------
Net Loss .............................. $ (842) $ (50,918) $ (62,697)
=========== =========== ===========
Per Share Amounts
Net Loss ..................................... $ -- $ (0.05)
=========== ===========
Weighted Average Shares Outstanding .......... 1,000,759 971,740
</TABLE>
The accompanying nots are an integral part of these financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
PENN PACIFIC CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
Cumulative
Since
For the Three Months Ended Inception of
December 31, Development
----------------------
1997 1996 Stage
--------- --------- ---------
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Reorganization Items:
Chapter 11 administrative fees ............... $ -- $ -- $ (7,000)
--------- --------- ---------
Net cash used in operating activities ...... -- -- (7,000)
--------- --------- ---------
Cash Flows from Investing Activities: ............ -- -- --
--------- --------- ---------
Cash Flows from Financing Activities:
Proceeds from common stock ...................... -- -- 2,000
Issuance of notes payable-stockholders .......... -- -- 5,000
--------- --------- ---------
Net cash provided by financing activities ... -- -- 7,000
--------- --------- ---------
Net change in cash and cash equivalents .......... -- -- --
Cash and cash equivalents at beginning of year ... -- -- --
--------- --------- ---------
Cash and cash equivalents at end of year ......... $ -- $ -- $ --
========= ========= =========
Reconciliation of Net Loss to Net Cash
Used in Operating Activities:
Net loss ......................................... $ (842) $ (50,918) $ (62,697)
Adjustments used to reconcile net loss to Net
cash used in operating activities:
Common stock issued for expenses ................. -- 108,038 108,039
Increase in accounts payable ..................... 1,186 1,186
Increase (decrease) accrued expenses ............. (344) 918 4,510
Decrease in liabilities not subject to compromise:
Administrative fees .......................... -- (52,181) (52,181)
Decrease in liabilities subject to compromise:
Priority claims .............................. -- (4,277) (4,277)
Unsecured non-priority claims ................ -- (1,580) (1,580)
--------- --------- ---------
Net cash used in operating activities ............ $ -- $ -- $ (7,000)
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
PENN PACIFIC CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1997 AND 1996
(Unaudited)
NOTE 1 - INTERIM REPORTING
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles and with Form 10-QSB
requirements. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for the
three month period ended December 31, 1997, are not necessarily indicative of
the results that may be expected for the year ended September 30, 1998.
NOTE 2 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES
Organization and Basis of Presentation
The Company was incorporated under the laws of the state of Delaware on May
18, 1971. From 1979 to 1991 the primary business of Penn Pacific and its
subsidiaries was the acquisition, exploration, development, production and
operation of oil and gas properties. Penn Pacific has been inactive since 1991.
The Company filed a voluntary petition of reorganization under Chapter 11 of the
United States Bankruptcy Code on January 27, 1994. On January 13, 1997, the
Company emerged from bankruptcy pursuant to a final decree of the United States
Bankruptcy Court for the Northern District of Oklahoma. The Company is in the
development stage since January 13, 1997 and has not commenced planned principal
operations.
Nature of Business
The Company intends to acquire interests in various business opportunities,
which in the opinion of management will provide a profit to the Company.
Cash Equivalents
For the purpose of reporting cash flows, the Company considers all highly
liquid debt instruments purchased with maturity of three months or less to be
cash equivalents to the extent the funds are not being held for investment
purposes.
NOTE 3 - DEVELOPMENT STAGE
The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage.
6
<PAGE>
NOTE 4 - PETITION FOR RELIEF UNDER CHAPTER 11
On January 27, 1994, Penn Pacific Corporation (the Debtor) filed
petitions for relief under Chapter 11 of the federal bankruptcy laws in the
United States Federal Bankruptcy Court for the Northern District of Oklahoma.
Under Chapter 11, certain claims against the Debtor in existence prior to the
filing of the petitions for relief under the federal bankruptcy laws are stayed
while the Debtor continues business operations as Debtor-in-possession. These
claims are reflected in the September 30, 1997 and 1996 balance sheets as
"liabilities subject to compromise." Additional claims (liabilities subject to
compromise) may arise subsequent to the filing date resulting from rejection of
executory contracts, including leases, and from the determination by the court
(or agreed to by parties in interest) of allowed claims for contingencies and
other disputed amounts. Claims secured against the Debtor's assets ("secured
claims") also are stayed, although the holders of such claims have the right to
move the court for relief from the stay. Secured claims are secured primarily by
liens on the Debtor's property, plant, and equipment. On January 13, 1997, the
Company emerged from bankruptcy pursuant to a final decree of the United States
Bankruptcy Court for the Northern District of Oklahoma.
Item 2. Management's Discussion and Analysis or Plan of Operation.
General - This discussion should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations in the
Company's annual report for the year ended September 30, 1997.
Results of Operations - The Company was incorporated under the laws of the state
of Delaware on May 18, 1971. From 1979 to 1991 the primary business of Penn
Pacific and its subsidiaries was the acquisition, exploration, development,
production and operation of oil and gas properties. Penn Pacific has been
inactive since 1991. The Company filed a voluntary petition of reorganization
under Chapter 11 of the United States Bankruptcy Code on January 27, 1994. On
January 13, 1997, the Company emerged from bankruptcy pursuant to a final decree
of the United States Bankruptcy Court for the Northern District of Oklahoma. The
Company is in the development stage since January 13, 1997 and has not commenced
planned principal operations. Liquidity and Capital Resources
The Company requires working capital principally to fund its current
operations. There are no formal commitments from banks or other lending sources
for lines of credit or similar short-term borrowing, but the Company has been
able to borrow any additional working capital that has been required. From time
to time in the past, required short-term borrowing have been obtained from a
principal shareholder or other related entities.
The Company will be required to generate cash and other liquid assets with
proceeds from borrowing, the sale of additional securities, or other sources.
There can be no assurance that any such required additional funding will be
available or, if available, that it can be obtained on terms favorable to the
Company.
7
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults 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
The Company did not file a report on Form 8-K during the three months ended
December 31, 1997.
8
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PENN-PACIFIC CORPORATION
(Registrant)
DATE: May 21, 1999 By: /s/
James O'Brien, President
(Principal Financial and
Accounting Officer)
9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET OF PENN-PACIFIC CORPORATION AS OF DECEMBER 31, 1997 AND THE
RELATED STATEMENTS OF OPERATIONS AND CASH FLOWS FOR THE THREE MONTHS THEN ENDED
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> DEC-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 15
<BONDS> 0
0
0
<COMMON> 95
<OTHER-SE> (110)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
