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
Ladies and Gentlemen:
Please find enclosed one (1) copy of Form 10-Q for the period ended June 30,
1996 for Tierra Environmental Corp.
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-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities and Exchange Act of 1934
For the Quarter Ended June 30, 1996
Commission File Number 33-8817-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)
Not Applicable
Former Name, Former Address and Former Fiscal
Year, if Changes 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 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_______
The number of shares outstanding of Registrant's common stock, no par value
per share at June 30, 1996 was 16,674,970 shares.
<PAGE>
TIERRA ENVIRONMENTAL CORP.
June 30, 1996
(Unaudited)
<PAGE>
CONTENTS
Page
ACCOUNTANTS' REPORT 1
BALANCE SHEETS 2
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT 3
STATEMENT OF STOCKHOLDERS' EQUITY 4
STATEMENTS OF CASH FLOWS 5
NOTES TO FINANCIAL STATEMENTS 6-7
<PAGE>
McKenzie & McKenzie
1222 South Joplin
Tulsa, OK 74112
U.S.A.
Phone 918-832-0057
800-962-1684
Fax 918-832-1423
Item 1. Financial Statements
The Board of Directors
Tierra Environmental Corp.
The accompanying balance sheets of Tierra Environmental Corp., as of June 30,
1996 and the related statements of loss and accumulated deficit, stockholders
equity and cash flows for the period from inception (August 11, 1986) to June
30, 1996 were not audited by us and, accordingly, we do not express an
opinion on them.
Tulsa, Oklahoma
July 2, 1996
Sincerely,
McKenzie & McKenzie
Professional Corporation
<PAGE>
Tierra Environmental Corp.
BALANCE SHEETS
June 30, 1996 and March 31, 1996
June 30, 1996 March 31, 1996
ASSETS (unaudited) (unaudited)
CURRENT ASSETS
Cash and cash equivalents $0.00 $0.00
TOTAL ASSETS $0.00 $0.00
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $0.00 $0.00
Total Current Liabilities $0.00 $0.00
STOCKHOLDERS' 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 $271,944.00
Deficit accumulated during the development stage
($271,944.00) ($271,944.00)
Total stockholders' equity $0.00 $0.00
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$0.00 $0.00
The accompanying notes are an integral part of the financial statements.
<PAGE>
Tierra Environmental Corp.
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
For the period from inception (August 11, 1986)
to June 30, 1996 and March 31, 1996
(unaudited)
For the three For the three
From Inception to months ended months ended
June 30, 1996 June 30, 1996 June 30, 1995
Income from operations $0.00 $0.00 $0.00
Expenses
Amortization of organization costs
$1,100.00 $0.00 $0.00
Dues, fees and subscriptions $12.00 $0.00 $0.00
Legal and professional $11,589.00 $0.00 $0.00
Merger expenses (Note 4) $230,421.00 $0.00 $0.00
Travel and entertainment $3,000.00 $0.00 $0.00
Rent expense $6,700.00 $0.00 $0.00
Office salaries $18,850.00 $0.00 $0.00
Payroll taxes $1,426.00 $0.00 $0.00
Bank charges $76.00 $0.00 $0.00
Miscellaneous expenses $695.00 $0.00 $0.00
Total expenses ($273,869.00) $0.00 $0.00
Other income
Interest income $1,925.00 $0.00 $0.00
NET LOSS ($271,944.00 $0.00 $0.00
Accumulated deficit
Balance, beginning of period $0.00 $271,944.00 $271,944.00
Balance, end of period ($271,944.00 $271,944.00 $271,944.00
Loss per share Nil Nil Nil
Weighted average number of shares 16674970 16674970 16674970
The accompanying notes are an integral part of the financial statements.
<PAGE>
Tierra Environmental Corp.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period from inception (August 11, 1986) to June 30, 1996
Common Stock Total
Number of Accumulated Stock Stockholders'
Shares Amount Deficit Subsriptions Equity
Balance, August 11, 1986 0 $0.00 $0.00 $0.00 $0.00
Issuance of stock for
cash, August 12, 1986
($0.0001 per share) 33500000 $3,000.00 $0.00 $0.00 $0.00
Issuance of stock for
cash, August 27, 1986
($0.005 per share) 2200000 $11,000.00 $0.00 $0.00 $11,000.00
Issuance of stock for
services, August 27, 1986
($0.005 per share) 200000 $1,000.00 $0.00 $0.00 $1,000.00
Stock subscriptions received 0 $0.00 $0.00 $19,601.00 $19,601.00
Loss for the year ended
March 31, 1987 (audited) 0 $0.00 ($3,861.00) $0.00 ($3,861.00)
Balance, March 31, 1987 (audited)
35900000 $15,000.00 ($3,861.00) $19,601.00 $30,740.00
Issuance of stock for
cash, April 1987
($0.02 per share) 15000000 $256,944.00 $0.00 ($19,601.00) $237,343.00
Loss for the year ended
March 31, 1988 (audited) $0.00 $0.00 ($267,694.00) $0.00 ($267,694.00)
Balance, March 31, 1988 50900000 $271,944.00 ($271,555.00) $19,601.00 $389.00
Loss for the year ended
March 31, 1989 (unaudited) 0 $0.00 ($389.00) $0.00 ($389.00)
Balance, March 31, 1989 50900000 $271,944.00 ($271,944.00) $19,601.00 $0.00
Loss for the year ended
March 31, 1990 (unaudited) 0 $0.00 $0.00 $0.00 $0.00
Balance, March 31, 1990 50900000 $271,944.00 ($271,944.00) $19,601.00 $0.00
Loss for the year ended
March 31, 1991 (unaudited) 0 $0.00 $0.00 $0.00 $0.00
Balance, March 31, 1991 50900000 $271,944.00 ($271,944.00) $19,601.00 $0.00
Loss for the year ended
March 31, 1992 (unaudited) 0 $0.00 $0.00 $0.00 $0.00
Balance, March 31, 1992 50900000 $271,944.00 ($271,944.00) $19,601.00 $0.00
Reverse stock split 15:1
November, 1992 -47506667 $0.00 $0.00 $0.00 $0.00
Issuance of stock for
Treasury 3860000 $0.00 $0.00 $0.00 $0.00
Merger expense 9421637 $0.00 $0.00 $0.00 $0.00
Loss for the year ended
March 31, 1993 (unaudited) 0 $0.00 $0.00 $0.00 $0.00
Balance, March 31, 1993 16674970 $271,944.00 ($271,944.00) $19,601.00 $0.00
Loss for the year ended
March 31, 1994 (unaudited) 0 $0.00 $0.00 $0.00 $0.00
Balance, March 31, 1994 16674970 $271,944.00 ($271,944.00) $19,601.00 $0.00
Loss for the year ended
March 31, 1995 (unaudited) 0 $0.00 $0.00 $0.00 $0.00
Balance, March 31, 1995 16674970 $271,944.00 ($271,944.00) $19,601.00 $0.00
Loss for the year ended
March 31, 1996 (unaudited) 0 $0.00 $0.00 $0.00 $0.00
Balance, March 31, 1996 16674970 $271,944.00 ($271,944.00) $19,601.00 $0.00
Loss for the period ended
June 30, 1996 (unaudited) 0 $0.00 $0.00 $0.00 $0.00
Balance, June 30, 1996 16674970 $271,944.00 ($271,944.00) $19,601.00 $0.00
The accompanying notes are an integral part of the financial statements.
<PAGE>
Tierra Environmental Corp.
STATEMENTS OF CASH FLOWS
For the period from inception (August 11, 1986)
to June 30, 1996 and March 31, 1996
(unaudited)
For the three For the three
From inception to months ended months ended
June 30, 1996 June 30, 1996 June 30, 1995
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ($271,944.00) $0.00 $0.00
Noncash items included in net loss
Amortization $1,100.00 $0.00 $0.00
Changes in:
Current Liabilities $1,732.00 $0.00 $0.00
Current assets (other than cash)
$225,000.00 $0.00 $0.00
Organization costs ($3,000.00) $0.00 $0.00
Cash provided by operating activities
($47,112.00) $0.00 $0.00
CASH FLOWS FROM INVESTING ACTIVITIES
Loan to merger company (Note 4)
($225,000.00) $0.00 $0.00
Cash provided by investing activities
($225,000.00) $0.00 $0.00
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock $270,944.00 $0.00 $0.00
Deferred offering costs $0.00 $0.00 $0.00
Stock issued for services included in
deferred offering costs $1,000.00 $0.00 $0.00
Cash provided by financing activities
$271,944.00 $271,944.00 $271,944.00
Net increase in cash $0.00 $0.00 $0.00
Cash, beginning of period $0.00 $0.00 $0.00
Cash, end of period $0.00 $0.00 $0.00
The accompanying notes are an integral part of the financial statements.
<PAGE>
Tierra Environmental Corp.
NOTES TO FINANCIAL STATEMENTS
June 30, 1996
1. Loss on Termination of Merger
On August 28, 1992, and subsequently amended on September 24, 1992, the
Acquisition and Merger of Diversified Management Acquisitions Inc., Dichlor
Chemical, Inc., and Tierra Environmental Co., Inc., was signed. Although
ample time for TECI and DC to live up to the provisions included in such
agreement, it was never completed. Therefore the officers and directors of
Tierra Environmental Corp. (formerly: Diversified Management Acquisitons)
hereby affirm the the Merger/Acquisition has been recinded.
Prior to completion of the merger/acquisition, the Board of Directors of the
company determined that it would be in the best interest of the Company to
terminate any further potential of a merger/acquisition with TECI & DC. The
Board of Directors considered various alternatives, including possible legal
recourse to effect a recovery and determined that pursuit of such legal
action would render the Company useless in terms of its viability as a
merger/acquisition candidate. Accordingly, the Company reached an agreement
wherein the shares of stock previously issued in error, to the "TECI & DC
Groups" be issued to the following corporations in full and final payment
for all work in connection with the recision of the above mentioned
Merger/Acquisition:
From: Cristal Chase Investment Inc. 2,029,760 Shares
To: Sino-America Int'l, Inc., or their assign(s) 2,029,760 Shares
From: Morningstar Corp 1,300,120 Shares
Nobis, Phillip C. 1,300,120 Shares
To: Capital Holding Company, or their assign(s) 2,600,240 Shares
From: Bill Rippetoe, Inc. 1,883,553 Shares
Andemar Corporation 200,000 Shares
To: Bayport, Inc., or their assign(s) 2,083,553 Shares
From: ESC A Joint Venture 1,600,000 Shares
Cheney, Richard P & Janie B. 800,000 Shares
To: MLP, Inc., or their assign(s) 2,400,000 Shares
<PAGE>
From: Andrews, Brent 10,000 Shares
Andrews, Randy 10,000 Shares
Beasley, Randy 10,000 Shares
Cheney, Richard P & Janie B. 400,000 Shares
Cheney, Richard P. Jr. 233,373 Shares
Creasy, Wayne H. 60,000 Shares
Echols, Robert A. Jr. 432,174 Shares
Johnson, Connie I. 100,000 Shares
Rhino Environmental Services 10,000 Shares
Walters, George 432,174 Shares
Wilson, Donnie 10,000 Shares
Wilson, Rusty 10,000 Shares
To: B.D.S., Inc., or their assign(s) 1,717,721 Shares
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Tierra Environmental Corp. (the "Company") was formed on August 11, 1986 to
evaluate, structure and complete a merger with, or acquisitions of other
entities.
During the three month periods ended June 30, 1995 and 1996, the Company's
activities involved the payment of general and administrative expenses.
Since the Company is in the development stage there are no meaningful
comparisons that can be made for the three months ended June 30, 1995 and
1996.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Not applicable.
Item 2. Changes in Securities.
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits. Not applicable.
(b) Reports on Form 8-K. Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1933, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TIERRA ENVIRONMENTAL CORP.
Date: July 2, 1996 _________________________
James Louis Porter, President
