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: Hallmark Properties, Inc.
(Formerly: 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 Sept.
30, 1996 for Hallmark Properties, Inc.
If you have any questions, please contact us.
Sincerely,
James L. Porter
President
Enclosures
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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 Period Ended September 30, 1996
Commission File Number 33-8817-D
Hallmark Properties, Inc.
(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)
Tierra Environmental Corp.
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 September 30, 1996 was 56,674,970 shares.
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Hallmark Properties, Inc.
September 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
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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
Hallmark Properties, Inc.
The accompanying balance sheets of Hallmark Properties, Inc., as of September
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 September 30, 1996 were not audited by us and, accordingly, we do
not express an opinion on them.
Tulsa, Oklahoma
October 2, 1996
Sincerely,
McKenzie & McKenzie
Hallmark Properties, Inc..
BALANCE SHEETS
September 30, 1996 and March 31, 1996
Sept. 30, 1996 March 31, 1996
ASSETS (unaudited) (unaudited)
CURRENT ASSETS
Cash and cash equivalents $1,845.00 $0.00
TOTAL ASSETS $1,845.00 $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; 56,674,970 shares issued and
outstanding at September 30, 1996
$276,944.00 $271,944.00
Deficit accumulated during the development stage
($275,099.00) ($271,944.00)
Total stockholders' equity $1,845.00 $0.00
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$1,845.00 $0.00
The accompanying notes are an integral part of the financial statements.
Hallmark Properties, Inc.
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
For the period from inception (August 11, 1986) to Sept. 30, 1996
(unaudited)
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For the six For the three For the six For the three
From Inception to months ended months ended months ended months ended
Sept. 30, 1996 Sept. 30, 1996 Sept. 30, 1996 Sept. 30, 1995 Sept. 30, 1995
Income from operations
$5,000.00 $5,000.00 $5,000.00 $0.00 $0.00
Expenses
Amortization of organization costs
$1,100.00 $0.00 $0.00 $0.00 $0.00
Dues, fees and subscriptions
$502.00 $490.00 $490.00 $0.00 $0.00
Legal and professional
$12,708.00 $1,119.00 $1,119.00 $0.00 $0.00
Merger expenses (Note 4)
$230,421.00 $0.00 $0.00 $0.00 $0.00
Travel and entertainment
$3,000.00 $0.00 $0.00 $0.00 $0.00
Rent expense
$6,700.00 $0.00 $0.00 $0.00 $0.00
Office salaries
$18,850.00 $0.00 $0.00 $0.00 $0.00
Payroll taxes
$1,426.00 $0.00 $0.00 $0.00 $0.00
Bank charges
$76.00 $0.00 $0.00 $0.00 $0.00
Miscellaneous expenses
$2,240.00 $1,545.00 $1,545.00 $0.00 $0.00
Total expenses
($272,023.00) ($3,154.00) ($3,154.00) $0.00 $0.00
Other income
Interest income
$1,925.00 $0.00 $0.00 $0.00 $0.00
NET GAIN/(LOSS)
($270,099.00) $1,845.00 $1,845.00 $0.00 $0.00
Accumulated deficit
Balance, beginning of period
$0.00 $271,944.00 $271,944.00 $271,944.00 $271,944.00
Balance, end of period
($270,099.00) $270,099.00 $271,944.00 $271,944.00 $271,944.00
Loss per share
Nil Nil Nil Nil Nil
Weighted average number of shares
56674970 56674970 56674970 56674970 56674970
The accompanying notes are an integral part of the financial statements.
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Hallmark Properties, Inc.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period from inception (August 11, 1986) to September 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
Issuance of stock for
cash & services, August 1996 40000000 $5,000.00 $0.00 $0.00 $5,000.00
Loss for the period ended
September 30, 1996 0 $0.00 ($3,154.00) $0.00 ($3,154.00)
Balance, September 30, 1996 56674970 $276,944.00 ($275,098.00) $19,601.00
$1,846.00
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Hallmark Properties, Inc.
STATEMENTS OF CASH FLOWS
For the period from inception (August 11, 1986) to Sept. 30, 1996 and
Sept. 30, 1995
(unaudited)
For the six For the three For the six For the three
From inception to months ended months ended months ended months ended
Sept. 30, 1996 Sept. 30, 1996 Sept. 30, 1996 Sept. 30, 1995 Sept. 30, 1995
($275,098.00) ($3,154.00) ($3,154.00) $0.00 $0.00
$1,100.00 $0.00 $0.00 $0.00 $0.00
$1,732.00 $0.00 $0.00 $0.00 $0.00
$225,000.00 $0.00 $0.00 $0.00 $0.00
($3,000.00) $0.00 $0.00 $0.00 $0.00
($47,112.00) $0.00 $0.00 $0.00 $0.00
($225,000.00) $0.00 $0.00 $0.00 $0.00
($225,000.00) $0.00 $0.00 $0.00 $0.00
$275,944.00 $5,000.00 $5,000.00 $0.00 $0.00
$0.00 $0.00 $0.00 $0.00 $0.00
$1,000.00 $0.00 $0.00 $0.00 $0.00
$271,944.00 $271,944.00 $271,944.00 $271,944.00 $271,944.00
$0.00 $1,846.00 $1,846.00 $0.00 $0.00
$0.00 $0.00 $0.00 $0.00 $0.00
$1,846.00 $1,846.00 $1,846.00 $0.00 $0.00
<PAGE>
Hallmark Properties, Inc.
NOTES TO FINANCIAL STATEMENTS
September 30, 1996
1. New Directors & Officers
The existing Board of Directors filled the unoccupied offices on the Board of
Directors and the current officers and directors are as follows:
James Louis Porter Director, President, Treasurer
William Bougher Director, Vice President, Secretary
Scott Justice Director
Louis Porter Chairman of the Board of Directors, Assistant Secretary
2. Name Change
In August, 1996 the Board of Directors recomended that the Company change
its name to Hallmark Properties, Inc., to better coinside with its new
objectives in real estate and it was therefore approved unanimously that
the name be and hereby is changed to Hallmark Properties, Inc.
3. Stock Issuance
The Board of Directors voted to issue 40,000,000 shares of its authorized
but unissued shares in exchange for the continuing consulting of senior
management, so that the firm could find merger/acquisition candidates and
have sufficient monies to operate until such time as a canidate is located.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Hallmark Properties, Inc. (the "Company") was formed on August 11, 1986 to
evaluate, structure and complete a merger with, or acquisitions of other
entities.
During the six month periods ended September 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 six months ended September 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. See attached form 8-K.
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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.
Hallmark Properties, Inc.
Date: October 2, 1996 _________________________
James Louis Porter, President
