Hallmark Properties, Inc.
3802 East 36th Street
Tulsa, OK 74135
918-836-9928 Office
918-742-1979 Fax
Office of Applications and
Reports Services
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Tierra Environmental Corp
SEC File No. 33-8817-D
Annual Report on Form 10-K
Ladies and Gentlemen:
Please find enclosed three (3) conformed copies and one (1) manually signed
copy of Form 10-K for the period ended March 31, 1996 for Tierra
Environmental Corp.
Also enclosed is one additional copy of this letter and a self-addressed,
stamped envelope for use by the Commission in acknowledging the filing of
this Form 10K.
If you have any questions, please contact us.
Sincerely,
James L. Porter
President
Enclosures
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
For the Fiscal Year Ended March 31, 1996
Commission File Number 33-8819-D
Tierra Environmental Corp
(Exact Name of Registrant as Specified in its Charter)
Colorado 84-1036901
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3802 East 36th Street
Tulsa, Oklahoma 74135-4532
(Address of Principal (Zip Code)
Executive Offices)
(918) 836-9928
(Registrant'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: None
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 and Exchange Act
of 1934 during the preceding 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_______
As of March 31, 1996, 16,674,970 shares of Common Stock were outstanding, and
the aggregate market value of the Common Stock of the Registrant held by
nonaffiliates was approximately $0.00.
Documents incorporated by reference: None
<PAGE>
Part I
Item 1. Business
Commencing in December, 1986, the Registrant sold in a public offering
15,000,000 units at $0.02 per unit, for total proceeds of $300,100 which
closed on April 28, 1987. Each Common Stock and one Callable Common Stock
Purchase Warrant which allows the holder thereof to purchase one (1)
additional share of the Registrant's Common Stock at $0.10 per share. The
Warrant is exercisable until December 2, 1988, unless called by the
Registrant at an earlier date. The warrants were not called and expired by
term.
Government Regulation
The Investment Company Act of 1940 defines an "investment company" as an
issuer which is or holds itself out as being engaged primarily in the
business of investing, reinvesting or trading securities. While the Company
does not intend to engage in such activities, the Company could become subject
to regulation under the Investment Company Act of 1940 in the event the
Company obtains or continues to hold a minority interest in a number of
enterprises. The Company could be expected to incur significant registation
and compliance costs if required to register under the Investment Company Act
of 1940. Accordingly, management will continue to review the Company's
activities from time to time with a view toward reducing the likelihood the
Company could be classified as an "investment company".
The Company intends to structure any merger or acquisition in such a manner
as to minimize federal and state tax consequences to the Company and any
target company.
Item 2. Properties
The Registrant's current offices are located at 3802 East 36th Street, Tulsa,
OK 74135-4532. These facilities are provided free for the Registrant.
Item 3. Legal Proceedings
There are no pending legal proceedings, and the Registrant is not aware of
any threatened legal proceedings to which the Registrant is a party.
Item 4. Submission of Matters to a vote of Security Holders
No matters have been submitted to a vote of security holders of the
Registrant during the fiscal year covered by this report.
<PAGE>
Part II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
The Company's Common Stocks and Warrants commenced trading in the over-the-
counter market in late April, 1987. The following table sets forth for the
period indicated the range of the high and low representative bid quotations
for the Company's Units which were obtained from market makers. The
quotations are between dealers, do not include retail mark-ups, mark-downs
or other fees or commissions, and may not necessarily represent actual
transactions:
Bid
Calendar Quarter Ended High Low
June 30, 1987 $.04 $.02
September 30, 1987 $.03 $.015
December 31, 1987 $.0125 $.005
March 31, 1988 $.0125 $.005
June 30, 1988 $.015 $.005
September 30, 1988 $.01 $.0025
December 31, 1988 $.02 $.0075
March 31, 1989 $.01 $.005
June 30, 1989 No bid or ask during this period
September 30, 1989 No bid or ask during this period
December 31, 1989 No bid or ask during this period
March 31, 1990 No bid or ask during this period
June 30, 1990 No bid or ask during this period
September 30, 1990 No bid or ask during this period
December 31, 1990 No bid or ask during this period
March 31, 1991 No bid or ask during this period
June 30, 1991 No bid or ask during this period
September 30, 1991 No bid or ask during this period
December 31, 1991 No bid or ask during this period
March 31, 1992 No bid or ask during this period
June 30, 1992 No bid or ask during this period
September 30, 1992 No bid or ask during this period
December 31, 1992 No bid or ask during this period
March 31, 1993 No bid or ask during this period
<PAGE>
June 30, 1993 No bid or ask during this period
September 30, 1993 No bid or ask during this period
December 31, 1993 No bid or ask during this period
March 31, 1994 No bid or ask during this period
June 30, 1994 No bid or ask during this period
September 30, 1994 No bid or ask during this period
December 31, 1994 No bid or ask during this period
March 31, 1995 No bid or ask during this period
June 30, 1995 No bid or ask during this period
September 30, 1995 No bid or ask during this period
December 31, 1995 No bid or ask during this period
March 31, 1996 No bid or ask during this period
As of March 31, 1996, there were approximately 145 record holders of the
Registrant's shares and warrants.
No dividends have been declared or paid by the Registrant since inception
and none are contemplated at any time in the foreseeable future.
Item 6. Selected Financial Data
The following table sets forth certain selected financial data as of March
31, 1996, and is qualified in its entirety by the more detailed financial
statements and notes thereto included elsewhere herein:
Year Ended
Balance Sheet Data: March 31, 1996
Total Assets $0
Total Liabilities $0
Stockholders' Equity $0
Year Ended
Statement of Operations Data: March 31, 1996
Net Income $0
Earnings Per Share $0
Item 7. Financial Statements
The Financial Statements and notes to the Financial Statements appear
attached hereto.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There have been no disagreements between the Registrant and its independent
accountants on any matter of accounting principles or practices or financial
statement disclosure since the Registrant's inception.
<PAGE>
Part III
Item 9. Directors and Executive Officers of the Registrant
The directors and officers of the Registrant are as follows:
Name Age Position
Louis Porter 68 Board Chairman and President
James L. Porter 36 Director
Anita Younger 33 Secretary/Treasurer and Director
Louis Porter and James Porter are father and son. The Registrant has no
audit, compensation or nominating committees.
Item 10. Executive Compensation
None of the Registrant's Officers currently receive any compensation from the
Registrant. However, prior to May, 1987, the Registrant's President, Miles
D. Wynn, received a salary of $500 per month. Mr. Wynn received this salary
commencing on October 1, 1986. Although Directors do not receive
compensation for their services as Directors as such, Directors may be
reimbursed for expenses incurred in attending Board Meetings.
The Registrant has no retirement, pension, profit sharing, or insurance or
medical reimbursement plans covering its Officers and Directors.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of the date of this Prospectus,
information with respect to each person (including any "group" as that term
is used in Section 13(d)(3) of the Securities and Exchange Act of 1934, as
amended), and as adjusted for the sale of the Shares offered hereby, the
stock ownership of each person known by the Registrant to be the beneficial
owner of five percent or more of the Registrant's Common Stock and shares of
Common Stock beneficially owned by all Directors and Officers as a group.
Each person has sole voting and investment power with respect to the shares
shown.
<PAGE>
Amount and
Name and Address Nature of Bene- Percent
of Beneficial Owner ficial Ownership of Class
MLP, Inc. 1,633,333 30.3
R.J. Donati 1,860,000 34.4
All Officers and -0- -0-
Directors as a Group
Item 12. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)(1) The following Financial Statements are filed as part of this report:
Page
Balance Sheets - March 31, 1996 . . . . . . . . . . . . . . . 10
Statement of Profit and Loss and Accumulated
Deficit for year ended March 31, 1996 . . . . . . . . . . . 11
Statement of Stockholders' Equity for the
period from inception (August 11, 1986) to
March 31, 1996. . . . . . . . . . . . . . . . . . . . . . 12-13
Notes to the Financial Statements
March 31, 1996 . . . . . . . . . . . . . . . . . . . . . . 14-15
(a)(2) The following Financial Statement Schedules are filed as part of
this report:
Schedules have been omitted since they are not required, not applicable, or
the required information is included in the Financial Statements or notes
thereto.
<PAGE>
Tierra Environmental Corp.
For year ended March 31, 1996
<PAGE>
TIERRA ENVIRONMENTAL CORP.
FORM 10-K
YEAR ENDED MARCH 31, 1996
CONTENTS
Page
BALANCE SHEETS 10
STATEMENT OF PROFIT AND LOSS AND ACCUMULATED DEFICIT 11
STATEMENT OF STOCKHOLDERS' EQUITY 12-13
NOTES TO FINANCIAL STATEMENTS 14-15
<PAGE>
Tierra Environmental Corp.
BALANCE SHEET
March 31, 1996
March 31, 1996
-----------------
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents 0.00
Accts Receivables 0.00
Short Term Notes Receivable 0.00
-----------------
TOTAL CURRENT ASSETS 0.00
OTHER ASSETS
Inventory 0.00
Real Estate 0.00
-----------------
TOTAL OTHER ASSETS 0.00
-----------------
TOTAL ASSETS 0.00
=================
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts Payable 0.00
Notes Payable 0.00
-----------------
TOTAL CURRENT LIABILITIES 0.00
STOCKHOLDER'S EQUITY
Common Stock, no par value, 400,000,000 shares
authorized; 16,674,970 shares issued and
outstanding at March 31, 1996 271,944.00
Deficit Accumulated during the development stage (271,944.00)
Real Estate 0.00
------------------
TOTAL STOCKHOLDER'S EQUITY 0.00
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY 0.00
==================
The accompanying notes are an integral part of the financial statement.
<PAGE>
Tierra Environmental Corp.
STATEMENT OF PROFIT AND LOSS
March 31, 1996
March 31, 1996
-----------------
INCOME FROM OPERATIONS 0.00
COST OF SALES (0.00)
EXCESS INVENTORY 0.00
-----------------
GROSS PROFIT 0.00
EXPENSES
Organizational Cost, SEC (State 0.00
and Federal)
Dues, Fees, Postage, Printing, 0.00
telephone
Legal, Professional and Consulting 0.00
Merger Expenses 0.00
Travel and Entertainment 0.00
Rent Expense 0.00
Salaries 0.00
Taxes 0.00
Bank Charges 0.00
Miscellaneous Expenses 0.00
------------------
TOTAL EXPENSES 0.00
OTHER INCOME
Stock Sale 0.00
Interest Income 0.00
------------------
NET INCOME (LOSS) 0.00
Accumulated Deficit
Balance, beginning of period 271,944.00
Balance, end of period 271,944.00
Per Share Earnings - Reporting 0.0000
Period
Weighted average number of shares 16,674,970
The accompanying notes are an integral part of the financial statement.
<PAGE>
Tierra Environmental Corp.
STATEMENT OF STOCKHOLDERS' EQUITY
For period from inception (August 11, 1986) to March 31, 1996
<TABLE>
Com. Stock Accumulated Stock sub Total Stock-
# Shares/Amount Deficit scriptions holder's equity
<C> <C> <C> <C> <C>
Balance, August 11, 1986
0 $0 $0 $0 $0
Issuance of stock for
cash, August 12, 1986
($0.0001 per share)
33,500,000 3,000 0 0 3,000
Issuance of stock for
cash, August 27, 1986
($0.005 per share)
2,200,000 11,000 0 0 11,000
Issuance of stock for
cash, August 27, 1986
($0.005 per share)
200,000 1,000 0 0 1,000
Stock subscriptions
received
19,601 19,601
Loss for period ended
March 31, 1987 (3,861) (3,861)
- -----------------------------------------------------------------------------
Balance March 31, 1987
35,900,000 15,000 (3,861) 19,601 30,740
Issuance of stock for
cash, April, 1987 ($0.02
per share
15,000,000 256,944 (19,601) 237,373
Loss through the year ended
March 31, 1990
(17,072) (285,155)
- -----------------------------------------------------------------------------
Balance, March 31, 1990
50,900,000 271,944 (285,155) 0 (13,211)
Issuance of stock for
VP merger and returned
to the Treasury
30,000,000
Loss for the year ended
March 31, 1991
(400) (400)
- -----------------------------------------------------------------------------
Balance, March 31, 1991
80,900,000 271,944 (285,155) 0 (13,611)
</TABLE>
<PAGE>
<TABLE>
<C> <C> <C> <C> <C>
Profit for year ended
March 31, 1992
113,356 113,356
- -----------------------------------------------------------------------------
Balance, March 31, 1992
80,900,000 271,944 (172,199) 0 99,745
Reverse Stock Split
15:1, November
10, 1992
(75,506,667)
Loss for year ended
March 31, 1993 (99,745) (99,745)
- -----------------------------------------------------------------------------
Balance, March 31, 1993
16,674,970 271,944 (271,944) 0 0
Profit for year ended
March 31, 1994 0 0
- -----------------------------------------------------------------------------
Balance, March 31, 1994
16,674,970 271,944 (271,944) 0 0
Profit for year ended
March 31, 1995 0 0
- -----------------------------------------------------------------------------
Balance, March 31, 1995
16,674,970 271,944 (271,944) 0 0
Profit for year ended
March 31, 1996
0 0
- -----------------------------------------------------------------------------
Balance, March 31, 1996
16,674,970 271,944 (271,944) 0 0
=============================================================================
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
Tierra Environmental Corp.
NOTES TO FINANCIAL STATEMENTS
For year ended March 31, 1996
1. Summary of significant accounting policies
Accounting methods
The Company records income and expenses on the accrual method.
Fiscal year
The Company has selected March 31 as its fiscal year end.
Deferred offering cost
Cost associated with any public offering were charged to the proceeds of
the offering.
Organizational expense
The company is amortizing organizational cost over 5 years.
Loss per share
All stock outstanding prior to the public offering had been issued at
prices substantially less than that which was paid for the stock in the
public offering (Note 3). Accordingly, for the purpose of the loss
per share calculation, shares outstanding at the end of the period were
considered to be outstanding during the entire period.
2. Income taxes
Since its inception, the Company has incurred a net operating loss. Though
the Company showed a net profit for year ended March 31, 1992, no tax
liability has been assessed due to the accumulated net loss from prior
periods. Accordingly, no provision has been made for income taxes.
3. Public offering
The Company sold to the public 15,000,000 units at a public purchase price
of $0.02 per unit. Each unit consists of one share of the Company's no
par value common stock and common stock purchase warrant. The warrants
entitle the holder to purchase one share of common stock in the Company at
a purchase price of $0.10 per share and are exercisable for a two-year
period commencing January 6, 1987. Upon notice to the warrant holders,
the Company may redeem the warrants at a price of $0.0001 per warrant.
At March 31, 1987, subscriptions for 980,050 units had been received. At
April 28, 1987, the Company had received subscriptions for the remaining
14,091,950 units and the stock was issued.
<PAGE>
4. Stock issued for services
The value of the stock issued for services to the Secretary of the Company
was fixed by the Board of Directors based on the Boards estimate of the
value of the services rendered.
5. Review from independent Accountant
I have reviewed the attached financial information and the accompanying
notes and have determined, based on the information provided by the
Registrant, the information provided herein, though unaudited, is a true
and accurate representation of the financial condition of the Registrant.
Date: September 26, 1996 _________________________
M. McKenzie, Accountant
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.
Tierra Environmental Corp.
Date: _________________ By: ____________________
James L. Porter, President
