AMERICAN COAL CORPORATION
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: December 31, 1998
( ) 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
AMERICAN COAL CORPORATION
(Exact name of registrant as specified in charter)
Nevada 13-3368082
State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization
4685 S. Highland Dr., Suite 202, Salt Lake City, UT 84117
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: 801 274-1011
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.
(1) Yes [ ] No [X] (2) Yes [X] No [ ]
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as os the last practicable date.
Class Outstanding as of December 31, 1998
Common Stock, $0.001 4,918,603
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying balance sheets of American Coal Corporation (a
development stage company) at December 31, 1998 and June 30,
1998, and the statements of operations for the three and six
months ended December 31, 1998 and 1997 and the period from July
2, 1986 to December 31, 1998, the cash flows and the statement of
stockholders' equity for the six months ended December 31, 1998
and 1997, and the period from July 2, 1986 to December 31, 1998,
have been prepared by the Company's management and they do
include all information and notes to the financial statements
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.
Operating results for the quarter ended December 31, 1998 are not
necessarily indicative of the results that can be expected for
the year ending June 30, 1999.
<PAGE>
<TABLE>
AMERICAN COAL CORPORATION
( Development Stage Company )
BALANCE SHEETS
December 31 1998 and June 30, 1998
<CAPTION>
Dec 31, June 30,
1998 1998
------- -------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ - $ -
-------- --------
Total Current Assets $ - $ -
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 9,348 $ 9,348
------- --------
Total Current Liabilities 9,348 9,348
------- --------
STOCKHOLDERS' EQUITY
Common stock
300,000,000 shares authorized,
at $0.001 par value;
4,918,603 shares issued and
outstanding on December 31;
99,000 on June 30 4,918 99
Capital in excess of par value 57,598 57,602
Deficit accumulated during the
development stage (71,864) (67,049)
-------- --------
Total Stockholders'
Equity (Deficiency) $ (9,348) $(9,348)
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ - $ -
======== =========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<TABLE>
AMERICAN COAL CORPORATION
( Development Stage Company )
STATEMENTS OF OPERATIONS
For the Three and Six Months Ended December 31, 1998 and 1997
and the Period July 2, 1986
(Date of Inception) to December 31, 1998
<CAPTION>
Three Months Six Months July 2, 1986
Dec 31, Dec 31, Dec 31, Dec 31, to
1998 1997 1998 1997 Dec 31, 1998
------- ------- ------- -------- -----------
<S> <C> <C> <C> <C> <C>
SALES $ - $ - $ - $ - $2,850,562
COST OF SALES - - - - 2,418,648
------ ------ ------ ------ ---------
Gross Profit - - - - 431,914
EXPENSES 4,815 - 4,815 - 503,778
------ ------ ------ ------ ---------
NET LOSS $(4,815) $ - $(4,815) $ - $ (71,864)
====== ====== ====== ====== =========
GAIN (LOSS) PER COMMON SHARE
Basic $ - $ - $ - $ -
====== ====== ====== =======
AVERAGE OUTSTANDING SHARES
Basic 4,918,603 99,000 4,918,603 99,000
========= ======= ========= =======
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<TABLE>
AMERICAN COAL CORPORATION
( Development Stage Company )
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period July 2, 1986 (Date of Inception)to December 31, 1998
<CAPTION>
Capital in
Common Stock 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
at $.10 - 1986 60,000 60 5,940 -
Issuance of common
stock for cash-
net of issuance costs
- 1987 - at $6.39 7,000 7 44,694 -
Net operating income
for the period ended
June 30, 1987 - - - 331
Issuance of common
stock for all of the
outstanding stock of
American Coal Corp -
value unknown-1987 12,000 12 (12) -
Contribution to capital -
expenses - 1998 - - 5000 -
Net operating loss
for the year ended
June 30, 1998 - - - (48,949)
Issuance of common
stock for all of the
outstanding stock of
King Koals, Inc. -
1989 - at $.10 20,000 20 1,980 -
Net operating loss
for the year ended
June 30, 1989 - - - (169,294)
Net operating income
for the year ended
June 30, 1990 - - - 160,211
Net operating loss
for the year ended
June 30, 1997 - - - (3,575)
Net operating loss
for the year ended
June 30, 1998 - - - (5,773)
--------- ------ ------- -------
Balance
June 30, 1998 99,000 $ 99 $ 57,602 $ (67,049)
Issuance of common
stock for failed
merger - Note 3 4,815,215 4,815 - -
Issuance of
additional common
stock resulting
from reverse stock
split - August 25,
1998 - Note 1 4,388 4 (4) -
Net operating loss
for six months ended
December 31, 1998 - - - (4,815)
--------- ------- -------- --------
Balance
December 31, 1998 4,918,603 $ 4,918 $ 57,598 $(71,864)
========= ======= ======== ========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<TABLE>
AMERICAN COAL CORPORATION
( Development Stage Company )
STATEMENT OF CASH FLOWS
For the Six Months Ended December 31, 1998 and 1997
and the Period July 2, 1986 (Date of Inception)
to December 31, 1998
<CAPTION>
July 2, 1986
Dec 31, Dec 31, to
1998 1997 Dec 31, 1998
------- ------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $(4,815) $ - $(71,864)
Adjustments to
reconcile net loss
to net cash provided
by operating activities
Loss of assets - - 2,000
Loss on failed merger
-Note 3 4,815 - 4,815
Change in accounts
payable - - 9,348
----- ----- -----
Net (Decrease) in
Cash from
Operations - - (55,701)
----- ----- ------
CASH FLOWS FROM INVESTING
ACTIVITIES - - -
----- ----- ------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuance
of common stock - - 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 12,000 shares of common stock
for stock of American Coal Corp - 1987 $ -
-----
Issuance of 20,000 shares of common stock
for stock of King Koals, Inc. - 1989 2,000
-----
Contribution to capital - expenses - 1988 5,000
-----
</TABLE>
The accompanying notes are an integral part of these financial
statements.
AMERICAN COAL CORPORATION
( 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 20,000 common shares of
the Company. The transaction was reported as a pooling of
interests and the operations of King Koals, Inc. were combined
with the Company in a business combination and reported in
consolidated financials statements and therefore the deficit
shown in 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.
On August 25, 1998 the Company acquired all of the outstanding
stock of U S Jet, Inc. in a stock for stock exchange. On
September 27, 1999 the transaction was retroactively rescinded by
court order. See Note 3.
On August 25, 1998 the Company completed a reverse stock split of
one share for 100 outstanding shares. This report has been
prepared showing after stock split shares from inception.
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 its
interest held in the subsidiary and its 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
On December 31, 1998, the Company had net operating losses carry
forward of $71,864. The tax benefit from the loss carry forwards
have been fully offset by a valuation reserve because the use of
the future tax benefit is undeterminable since the Company has no
operations. The loss carry forwards expire starting in years
2004 though 2018.
Earnings (Loss) Per Share
Earnings (loss) per share amounts are computed based on the
weighted average number of shares actually outstanding in
accordance with FASB statement No. 128.
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.
Comprehensive Income
The Company adopted Statement of Financial Accounting Standards
No. 130. The adoption of this standard had no impact on the total
stockholders' equity on December 31, 1998.
Recent Accounting Pronouncements
The Company does not expect that the adoption of other recent
accounting pronouncements will have a material impact on its
financial statements.
3. ACQUISITION (RETROACTIVE RESCISSION) OF US JET, INC.
On August 14, 1998 the Company completed an acquisition and
merger with US Jet, Inc., a private corporation. On May 19, 1999
a complaint was filed in the Third District Court, Salt Lake
County by a former officer of the Corporation to rescind the
merger, based on misrepresentations and nondisclosure by US Jet.
On September 27, 1999 a default judgement was rendered in favor
of the Company rescinding the August 14, 1998 Agreement and Plan
of Merger between the Company and US Jet, Inc., in the matter of
Jennifer Ngo v. US Jet, Inc., Kenneth R DeBree and Paul A Price,
Civil Number 990905347, and restoring the Company to its
condition immediately preceding the merger. Subsequently, Mr.
DeBree filed a Motion to Set Aside the Default Judgement, which
was not ruled upon. The parties ultimately entered into an
agreement rescinding and terminating the merger release and
indemnification on March 13, 2000, resolving all disputes between
the parties, and confirming the rescission of the August 14, 1998
merger.
4. RELATED PARTY TRANSACTIONS
The statement of changes in stockholders' equity shows a total of
4,918,603 shares of common stock issued of which no shares were
issued to related parties in exchange for cash during 1998.
5. 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 however, the Company does not have the
working capital to be successful in its effort.
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 for the coming year, however
there is no assurance that the Company will be able to obtain
this objective.
ITEM 2. PLAN 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 12,000 shares of its
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 20,000 common shares of
the Company. The transaction was reported as a pooling of
interests and the operations of King Koals, Inc. were combined
with the Company in a business combination and reported in
consolidated financials statements. King Koals, Inc. ceased
operations in 1990, and until that time was in the business of
developing and operating coal leases.
On August 25, 1998 the Company acquired all of the outstanding
stock of U S Jet, Inc. in a stock for stock exchange. On
September 27, 1999 the transaction was retroactively rescinded by
court order.
During 1990 the company abandoned its interest held in the
subsidiary and its 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 $(71,864)
since inception and does not have 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.
Results of Operations
The Company has had no operations during this reporting period.
Plan of Operations
The Company's management intends to acquire interests in various
business opportunities which, in the opinion of management, will
provide a profit to the Company but it does not have the working
capital to be successful in this effort.
Continuation of the Company as a going concern is dependent upon
obtaining the working capital for its planned activity and the
management of the Company has developed a strategy, which they
believe can obtain the needed working capital through equity
funding and long term debt which will enable the Company to
pursue its objective.
Liquidity and Capital Resources
The Company will need additional working capital to finance its
planned activity.
Part II - Other Information
Item 1. Legal Proceedings
A default judgment was rendered in favor of the Company on
September 27, 1999, rescinding the August 14, 1998 AGREEMENT AND
PLAN OF MERGER between the Company and U.S. Jet, Inc., in the
matter of Jennifer Ngo v. U.S. Jet, Inc., Kenneth R. DeBree, and
Paul A. Price, Civil Number 990905347, and restoring the Company
to its condition immediately preceding the merger. Subsequently,
Mr. DeBree filed a Motion to Set Aside Default, which was not
ruled upon. The parties ultimately entered into an AGREEMENT
RESCINDING AND TERMINATING MERGER, RELEASE AND INDEMNIFICATION on
March 13, 2000, resolving all disputes between the parties, and
confirming the rescission of the August 14, 1998 merger.
Item 2. Changes in Securities.
On August 25, 1998, the Company acquired all of the outstanding
stock of U.S. Jet, Inc. in a stock for stock exchange, and issued
10,895,401 shares of common stock, all pursuant to the AGREEMENT
AND PLAN OF MERGER dated August 14, 1998 between the Company and
U.S. Jet, Inc. On September 27, 1999, the transaction was
retroactively rescinded by court order, as more fully set forth
in "Item 1. Legal Proceedings", above. Accordingly, on October
7, 1999, the Company canceled 10,435,401 shares of the 10,895,401
which were issued pursuant to the merger. The remaining 460,000
shares were not cancelled as they had been sold subsequent to the
merger to bona fide purchasers, or were otherwise in the hands of
innocent third parties.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
None; not applicable.
Item 5. Other Information.
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
Exhibit No. Description
EX-27 Financial Data Schedule
No other exhibits were filed on Form 8-K.
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.
AMERICAN COAL CORPORATION
Date: May 10, 2000 By /s/ Jennifer Ngo
----------------------
Jennifer Ngo, President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 9,348
<BONDS> 0
0
0
<COMMON> 4,918
<OTHER-SE> (14,266)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 4,815
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,815)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,815)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,815)
<EPS-BASIC> (.00)
<EPS-DILUTED> (.00)
</TABLE>
