UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1997
----------------------
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to __________
Commission File number 33-8067-NY
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AMERICAN COAL CORPORATION
-------------------------------------------------
(Exact name of registrant as specified in charter)
Nevada 13-3368082
--------------------------------- ---------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1969 West North Temple, Salt Lake City, Utah 84116
- ---------------------------------------------------------- ----------------
(Address of principal executive offices) (Zip Code)
1- 801-322-0319
---------------------------------------------------------
Registrant's telephone number, including area code
- -------------------------------------------------------------------------
(Former name, former address, and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), Yes [ ] No [x ] and (2) has
been subject to such filing requirements for the past 90 days. Yes [x] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the last practicable date.
Class Outstanding as of December 31, 1997
------------------- -----------------------------------------
Common Stock, $0.001 9,900,000
INDEX
Page Number
PART I.
ITEM 1. Financial Statements (unaudited)........................3
Balance Sheets..........................................4
December 31, 1997 and June 30, 1997
Statements of Operations
Three and six months ended December 31, 1997
and 1996 and the period from July 2, 1986 to
December 31, 1997.....................................5
Statement of Changes in Stockholders' Equity
Period from July 2, 1986 (inception) to
December 31, 1997 .................................. .6
Statements of Cash Flows
Three and six months ended December 31, 1997
and 1996 and the period from July 2, 1986 to
December 31, 1997.....................................7
Notes to Financial Statements ..........................8
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ..........10
PART II. Other Information.......................................11
Signatures .............................................12
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompany unaudited financial statements have been prepared in accordance
with the instructions for Form 10-Q pursuant to the rules and regulations of
the Securities and Exchange Commission and, therefore, do not include all
information and footnotes necessary for a complete presentation of the
financial position, results of operations, cash flows, and stockholders'
equity in conformity with generally accepted accounting principles. In the
opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been
included and all such adjustments are of a normal recurring nature.
The unaudited balance sheet of the Company at December 31, 1997, and the
related audited balance sheet of the company at June 30, 1997, the unaudited
statements of operations and cash flows for the three and the six months ended
December 31, 1997 and 1996, and the period from July 2, 1986 to December 31,
1997, and the unaudited statements of stockholders' equity for the period from
July 2, 1986 to December 31, 1997, are attached hereto and incorporated herein
by this reference.
Operating results for the quarter ended December 31, 1997, are not
necessarily indicative of the results that can be expected for the year ending
June 30, 1998.<PAGE>
AMERICAN COAL CORPORATION
(A Development Stage Company)
BALANCE SHEETS
December 31, 1997, and June 30, 1997
December 31, June 30,
1997 1997
---------------- -----------------
ASSETS
CURRENT ASSETS
Cash $ - $ -
---------------- -----------------
Total Current Assets $ - $ -
================ =================
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES
Accounts payable $ 3,575 $ 3,575
---------------- -----------------
Total Current Liabilities 3,575 3,575
---------------- -----------------
STOCKHOLDERS' EQUITY
Common stock
300,000,000 shares authorized,
at $0.001 par value, 9,900,000
shares issued and outstanding 9,900 9,900
Capital in excess of par value 47,801 47,801
Deficit accumulated during the
development stage (61,276) (61,276)
---------------- -----------------
Total Stockholders' Equity
(deficiency) (3,575) (3,575)
---------------- -----------------
$ - $ -
================ =================
The accompanying notes are an integral part of these financial statements.
AMERICAN COAL CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the Three and Six Months Ended December 31, 1997, and 1996
and the Period July 2, 1986
(Date of Inception) to December 31, 1997
<TABLE>
<CAPTION>
Three Months Six Months Three Months Six Months July 2, 1986
December 31, December 31, December 31, December 31, (Date of Inception)
1997 1997 1996 1996 To December 31,1997
------------ ----------- ------------ ------------ -------------------
<S> <C> <C> <C> <C> <C>
SALES $ - $ - $ - $ - $ 2,850,562
COST OF SALES - - - - 2,418,648
------------ ----------- ------------ ------------ ------------------
Gross Profit - - - - 431,914
EXPENSES - - - - 493,190
------------ ----------- ------------ ------------ -------------------
NET LOSS $ - $ - $ - $ - $ (61,276)
------------ ----------- ------------ ------------ -------------------
NET LOSS PER COMMON
SHARE $ - $ - $ - $ -
============ =========== ============ =============
The accompanying notes are an integral part of these financial statements.
</TABLE>
AMERICAN COAL CORPORATION
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period from July 2, 1986 (Date of Inception)
to December 31, 1997
<TABLE>
<CAPTION>
Common Stock Capital in
---------------------------- Excess of Accumulated
Shares Amount Par Value Deficit
------------- -------------- ------------ --------------
<S> <C> <C> <C> <C>
Balance July 2, 1986 (date of inception) - $ - $ - $ -
Issuance of common stock for cash - 1986 6,000,000 6,000 - -
Issuance of common stock for cash
net of issuance costs - 1987 700,000 700 44,001 -
Net operating income for the period
ended June 30, 1987 - - - 331
Issuance of common stock for all of the
outstanding stock of American Coal
Corporation - value unknown - 1987 1,200,000 1,200 (1,200) -
Contribution to capital - 1988 - - 5,000 -
Net operating loss for the year
ended June 30, 1988 - - - (48,949)
Issuance of common stock for all of the
outstanding stock of King Koals, Inc.-
1989 2,000,000 2,000 - -
Net operating loss for the year ended
June 30, 1989 - - - (169,294)
Net operating income for the year
ended June 30, 1990 - - - 160,211
------------ ------------- ------------ -------------
Balance June 30, 1990 9,900,000 9,900 47,801 (57,701)
------------ ------------- ------------ -------------
Balance June 30, 1996 9,900,000 9,900 47,801 (57,701)
Net operating loss for the year ended
June 30, 1997 - - - (3,575)
------------ ------------- ------------ -------------
Balance June 30 and December 31, 1997 9,900,000 $ 9,900 $ 47,801 $ (61,276)
============ ============= ============ =============
The accompanying notes are an integral part of these financial statements.
</TABLE>
AMERICAN COAL CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Three and Six Months Ended December 31, 1997, and 1996
and the Period from July 2, 1986 (Date of Inception) to December 31, 1997
<TABLE>
<CAPTION>
Three Months Six Months Three Months Six Months July 2, 1986
December 31, December 31, December 31, December 31, (Date of Inception)
1997 1997 1996 1996 To December 31,1997
------------ ----------- ------------ ------------ -------------------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $ - $ - $ - $ - $ (61,276)
Adjustments to reconcile
net loss to net cash
provided by operating
activities:
Depreciation - - - - 5,188
Decrease in inventory - - - - 870,000
Decrease in accounts
receivable - - - - 5,023
Increase (Decrease)
in accts pay - - - - (851,601)
------------ ------------ ------------ ------------ ------------------
Net Cash From Operations - - - - (32,666)
------------ ------------ ------------ ------------ ------------------
CASH FLOWS FROM
INVESTING ACTIVITIES:
Purchase of equipment - - - - (23,035)
------------ ------------ ------------ ------------ -----------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance
of common stock and
contribution to capital - - - - 55,701
------------ ------------ ------------ ------------ -----------------
Net Increase (Decrease)
in Cash - - - - -
Cash at Beginning of Period - - - - -
------------ ------------- ------------ ------------- -----------------
Cash at End of Period $ - $ - $ - $ - $ -
============ ============= ============ ============= =================
SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Issuance of 1,200,000 shares of common stock for stock of
American Coal Corporation - 1987 $ -
----------------
Issuance of 2,000,000 shares of common stock for stock of
King Koals, Inc. - 1989 $ 2,000
-------------
Contribution to capital - 198 $ 5,000
-------------
The accompanying notes are an integral part of these financial statements.
</TABLE>
AMERICAN COAL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
The Company was incorporated under the laws of the state of Nevada on July 2,
1986 with authorized common stock of 300,000,000 shares at a par value of
$.001. with the name of Technical Solutions, Ltd. On July 3, 1989 the name
was changed to American Coal Corporation.
On March 25, 1989 the Company acquired all of the outstanding stock of King
Koals, Inc. in exchange for 2,000,000 common shares of the Company. The
transaction was reported as a pooling of interests and the operations of King
Koals, Inc. was combined with the Company in a business combination and
reported in consolidated financial statements and therefore the deficit
shown in the these financial statements includes the deficit of King Koals
Inc. King Koals, Inc. ceased operations in 1990, and until that time was in
the business of developing and operating coal leases.
The company has been in the development stage since inception and has been
engaged in the business of seeking mineral leases for potential development.
During 1990 the company abandoned it's interest held in the subsidiary and
it's efforts to develop and operate mineral leases, and since that date has
remained inactive.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
- --------------------
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
- ---------------
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
- ------------
At June 30, 1997, the Company and it's subsidiary had net operating losses
carry forward of $61,276. The tax benefit from the losses carry forward has
been fully offset by a valuation reserve because the use of the future tax
benefit is undeterminable since the Company has no operations.
Earnings (Loss) Per Share
- -------------------------
Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding.
AMERICAN COAL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Financial Instruments
- ---------------------
The carrying amounts of financial instruments, including accounts payable,
are considered by management to be their estimated fair values. These values
are not necessarily indicative of the amounts that the Company could realize
in a current market exchange.
Estimates and Assumptions
- -------------------------
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
3. RELATED PARTY TRANSACTIONS
The statement of changes in stockholder's equity shows a total of 9,900,000
shares of common stock issued of which 6,000,000 shares were issued to
related parties for cash during 1986.
The officers and directors of the Company are involved in other business
activities and they may, in the future, become involved in additional business
ventures which also may require their attention. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The Company has
formulated no policy for the resolution of such conflicts.
4. GOING CONCERN
The Company intends to acquire interests in various business opportunities
which, in the opinion of management, will provide a profit to the Company.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through additional
equity funding which will enable the Company to operate in the future.
Management recognizes that, if it is unable to raise additional capital, it
cannot conduct any operations in the future.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
History and Organization
- ------------------------
The Company was incorporated under the laws of the state of Nevada on July 2,
1986 with authorized common stock of 300,000,000 shares at a par value of
$.001. with the name of Technical Solutions, Ltd. On July 3, 1989 the name
was changed to American Coal Corporation.
On November 1, 1987 the company issued 1,200,000 shares of it's common stock
in exchange for all of the outstanding stock of American Coal Corporation, a
Virginia corporation. No revenues were ever realized because operations
ceased soon after the acquisition.
On March 25, 1989 the Company acquired all of the outstanding stock of King
Koals, Inc. in exchange for 2,000,000 common shares of the Company. The
transaction was reported as a pooling of interests and the operations of King
Koals, Inc. was combined with the Company in a business combination and
reported in consolidated financial statements. King Koals, Inc. ceased
operations in 1990, and until that time was in the business of developing
and operating coal leases.
During 1990 the company abandoned it's interest held in the subsidiary and
it's efforts to develop and operate mineral leases, and since that date has
remained inactive.
Ability of the Company to Continue
- ----------------------------------
The Company has a net operating loss carryforward of $61,276 since inception
and has very limited working capital. The Company will need additional
working capital in order to continue as a going concern and the management
believes they can accomplish this objective through additional equity funding
however there is no assurance that the Company will be able to obtain this
objective.
Liquidity and Capital Resources
- -------------------------------
At December 31, 1997 the Company had liabilities of $3,575 and did not have
assets with which to meet it's obligations. See note 4 of the financial
statements for management's plans in this regard.
Results of Operations
- ----------------------
The Company has had no operations during this reporting period.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN THE 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
None
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 there unto duly authorized.
AMERICAN COAL CORPORATION
[Registrant]
Dated February 13, 1998 By /Dannette Uyeda
-----------------------------
Dannette Uyeda, President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-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> 3,575
<BONDS> 0
0
0
<COMMON> 9,900
<OTHER-SE> (13,475)
<TOTAL-LIABILITY-AND-EQUITY> (3,575)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
