U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended June 30, 1999
Commission File No. 1-10077
EMPIRE ENERGY CORPORATION
-------------------------
(Name of Small Business Issuer in its Charter)
UTAH 87-0401761
---- ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
11011 King Street, Suite 260
Overland Park, Kansas 66210
---------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (913) 469-5615
MEDIVEST, INC.
3646 West 2100 South
Salt Lake City, Utah 84120
--------------------------
(Former Name or Former Address, 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 Company was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
(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 practicable date:
July 28, 1999 Common - 4,372,639 shares
DOCUMENTS INCORPORATED BY REFERENCE
A description of any "Documents Incorporated by Reference" is contained in
Item 6 of this Report. Transitional Small Business Issuer Format Yes X No
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Consolidated Financial Statements of the Company required to be filed
with this 10-QSB Quarterly Report were prepared by management and commence on
the following page, together with related Notes. In the opinion of management,
the Consolidated Financial Statements fairly present the financial condition of
the Company.
EMPIRE ENERGY CORPORATION
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
June 30, December 31,
1999 1998
---- ----
Assets
Cash and Cash Equivalents $ 171,672 $ 5,000
Total Assets $ 171,672 $ 5,000
Liabilities and Stockholders' Equity
Liabilities
Accounts Payable $ -- $ 705
Income Tax Payable -- 100
Debentures Payable 354,571 --
Total Liabilities 354,571 805
Stockholders' Equity
Common Stock, authorized
50,000,000 shares of $.001
par value, issued and outstanding
4,372,639 as of June 30,
1999 and December 31, 1998 4,373 4,373
Additional Paid in Capital 1,675,788 1,675,788
Previous Retained Deficit (1,867,999) (1,867,999)
Earnings(Deficit)Accumulated
During Development Stage 4,939 192,033
Total Stockholders' Equity (182,899) 4,195
Total Liabilities and Stockholders' Equity $ 171,672 $ 5,000
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
EMPIRE ENERGY CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Cumulative
Since
Inception
For the Three Months Ended For the Six Months Ended of
June 30, June 30, June 30, June 30, Development
1999 1998 1999 1998 Stage
---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C>
Revenues $ -- $ -- $ -- $ -- $ --
General and Administrative
Expenses (182,061) (1,859) (187,094) (4,756) (250,289)
Net Loss Before Taxes and
Extraordinary Item (182,061) (1,859) (187,094) (4,756) (250,289)
Net Taxes -- -- -- -- (300)
Net Loss Before
Extraordinary Item (182,061) (1,859) (187,094) (4,756) (250,589)
Extraordinary Item -
Gain on Restructuring
of Debt, Net of Taxes -- -- -- -- 255,528
Net Income (Loss) $ (182,061) $ (1,859) $ (187,094) $ (4,756) $ 4,939
Earnings (Loss) Per
Common Share
Net (Loss) Per share (.04) -- (.04) --
Weighted Average shares
Outstanding 4,372,639 1,301,305 4,372,639 1,301,305
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
EMPIRE ENERGY CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Cumulative
Since
For the Six Months Ended Inception
June 30, June 30, Of
1999 1998 Development
---- ---- -----------
Cash Flows From Operating
Activities
Net Income (Loss) $(187,094) $ (4,756) $ 4,939
Adjustments to Reconcile Net
Income to Net Cash Provided by
Operating Activities:
Common stock issued for services -- -- 21,400
Common Stock issued for finance charges -- -- 17,587
Changes in Assets and Liabilities
Increase (Decrease) in accounts
payable (705) 4,856 --
Decrease in other liabilities -- -- (276,825)
Increase (Decrease) in taxes payable (100) (100) --
Net Cash Used by Operating Activities (187,899) -- (232,899)
Cash Flows From Investing Activities -- -- --
Cash Flows From Financing Activities
Proceeds issuance of common stock -- -- 50,000
Proceeds from debentures payable 354,571 -- 354,571
Net cash provided by financing activities 354,571 -- 404,571
Net increase in cash and cash
equivalents 166,672 -- 171,672
Cash and cash equivalents at
beginning of period 5,000 -- --
Cash and cash equivalents at
end of period $ 171,672 $ -- $ 171,672
The accompanying notes are an integral part of these financial statements.
<PAGE>
EMPIRE ENERGY CORPORATION
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS For the Six
Months Ended June 30, 1999
(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
six months period ended June 30, 1999, are not necessarily indicative of the
results that may be expected for the year ended December 31, 1999.
Item 2. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
The Company had not engaged in any material operations or had any revenues
from operations during the last two calendar years. The Company's plan of
operation for the most recent quarter and for the next 12 months is to continue
to explore opportunities both domestically and internationally that may benefit
the Company and its stockholders. Management anticipates that to exploit any
such opportunity, the Company will issue shares of its common stock as the
primary consideration for any such acquisition.
During the next 12 months, the Company's cash requirements will relate to
the payment of expenses associated with aggressively searching for, reviewing or
investigating potential opportunities. Such funds are expected to be provided by
sales of convertible subordinated debentures, sales of common shares, or loans
to the Company. Because the Company has not identified all of the opportunities
which may arise as of the date of this Report, it is impossible to predict the
amount of such cash needs. As of the date of this Report, the Company has no
capital commitments for any venture.
Results of Operations.
Other than restoring and maintaining its good corporate standing in the
State of Utah, compromising and settling its debts and seeking the acquisition
of assets, properties or businesses that may benefit the Company and its
stockholders, the Company has had no material business operations during the two
most recent calendar years. During the quarter ended June 30, 1999, the Company
raised $350,000 from sale of convertible subordinated debentures and has been
aggressively searching for and evaluating both domestic and international
opportunities.
During the quarter ended June 30, 1999, the Company generated no revenue
but incurred a net loss of ($182,061), and liabilities of $354,571 at June 30,
1999 from the aggressive search for opportunities. During the quarters ended
March 31, 1999 and 1998 and June 30, 1999, the Company had no business
operations and generated a net loss of ($5,033), ($2,897) and ($1,859),
respectively.
Liquidity.
On June 30, 1999, the Company had $171,672 in cash with $354,571 in total
liabilities. The liabilities consist of convertible subordinated debentures
which mature May 1, 2000, have an interest rate of 10% per annum and can be
converted to the Company's common stock on the basis of $2.50 per share. The
Company is authorized to sell an additional $150,000 of debentures. The Company
has no assurance that additional debentures will be sold or that the debentures
will be converted.
<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.
(a) Exhibits.
None
(b) Reports on Form 8-K.
None
<PAGE>
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.
EMPIRE ENERGY CORPORATION
Date: 8/9/99 By /s/ Norman L. Peterson
- ------------ -------------------------
Norman L. Peterson
President and Director
<PAGE>
EXHIBIT INDEX
EXHIBIT METHOD OF FILING
- ------- -----------------------------
27. FINANCIAL DATA SCHEDULE Filed herewith electronically
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheets and consolidated statements of operations found on
pages 3 and 4 of the Company's Form 10-QSB for the year to date, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 171,672
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 171,672
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 171,672
<CURRENT-LIABILITIES> 354,571
<BONDS> 0
<COMMON> 4,373
0
0
<OTHER-SE> 566
<TOTAL-LIABILITY-AND-EQUITY> 171,672
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,571
<INCOME-PRETAX> (187,094)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (187,094)
<EPS-BASIC> (0.04)
<EPS-DILUTED> 0
</TABLE>
