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Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
Quarterly Report Under Section 13 or 15(d)
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.)
P. O. BOX 440842
AURORA, COLORADO 80044
------------------------------------ --------------------------
(Address of Principal (Zip Code)
Executive Offices)
(303) 901-4238
--------------
(Registrants Telephone Number, Including Area Code)
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
requirement for the past 90 days.
Yes X No ____
The number of shares outstanding of Registrant's common stock, no par value per
share at December 31, 1998 was 41,983,696 shares.
-1-
<PAGE>
Hallmark Properties, Inc.
Index.
Part I. Financial Information Page No.
Item 1. Financial Statements
Balance Sheets
December 31, 1997 and 1998 3
Statements of Operations
Nine Months Ended
December 31, 1997 and 1998 4
Statements of Cash Flows
Nine Months Ended
December 31, 1997 and 1998 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
Part II OTHER INFORMATION
Item 1. through Item 6. 7
Signatures 8
-2-
<PAGE>
Hallmark Properties, Inc.
(A Development Stage Company)
Balance Sheet
(In Thousands, Except Per Share Data)
Nine Months Ended December 31, 1997 and 1998
<TABLE>
<CAPTION>
1997 1998
-------- ------
ASSETS
Current assets
<S> <C> <C>
Cash and cash equivalents $ - $ -
Accounts receivable - -
Inventory - -
Short term notes receivable - -
----------------- -----------------
Total current assets - -
----------------- -----------------
Other assets
Real estate
Other - -
----------------- -----------------
Total other assets - -
----------------- -----------------
- -
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable - -
Notes payable - -
----------------- -----------------
Total current liabilities - -
----------------- -----------------
Stockholders' Equity
Common stock, no par value, 400,000,000
shares authorized, issued and outstanding
43,393,333 and 41,983,696 at December 31,
1997 and 1998, respectively 296 296
Deficit accumulated during the development
stage. ( 296) ( 296)
---------------- ----------------
Total Stockholders' Equity ( -) ( -)
---------------- ----------------
$ - $ -
================= ================
See accompanying notes
</TABLE>
-3-
<PAGE>
Hallmark Properties, Inc.
(A Development Stage Company)
Statement of Operations
(In Thousands, except per share data)
Nine Months Ended December 31, 1997 and 1998
<TABLE>
<CAPTION>
Cumulative
amount from
1997 1998 inception
----------------------------- ---------------------------- ------------
Three Nine Three Nine
Months Months Months Months
------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Income from operations $ - $ - $ - $ - $ 5
Cost of sales - - - - -
----------- ----------- --------- ----------- ------------
Gross profit - - - - 5
----------- ----------- --------- ----------- ------------
Expenses
Organizational costs - - - - 1
Bank charges - - - - -
Dues, fees, postage,
printing and telephone - - - - 1
Legal, professional and
consulting - - - - 9
Merger expenses - - - - 261
Miscellaneous - - - - 2
Rent expense - - - - 6
Salaries - - - - 19
Taxes - - - - -
Travel and entertainment - - - - -
----------- ----------- ---------- ----------- -----------
Total expenses - - - - 300
----------- ----------- ---------- ----------- -----------
Net income before income taxes - - - - (295)
Income taxes - - - - -
----------- ----------- ---------- ----------- -----------
Net Income $ - $ - $ - $ - $ (295)
----------- ----------- ---------- ----------- -----------
Per share earnings during
reporting period $ - $ - $ - $ - $ -
----------- ----------- ---------- ----------- -----------
Weighted average number
of shares 43,393,333 43,393,333 41,983,696 41,983,696 33,130,723
----------- ----------- ----------- ----------- ------------
See accompanying notes
</TABLE>
-4-
<PAGE>
Hallmark Properties, Inc.
(A Development Stage Company)
Statement of Cash Flows
(In Thousands, except per share data)
Nine Months Ended December 31, 1997 and 1998
<TABLE>
<CAPTION>
Cumulative
amount from
1997 1998 inception
----------------------------- ---------------------------- ------------
Three Nine Three Nine
Months Months Months Months
------ ------ ------ ------
Cash flows from operating
activities
<S> <C> <C> <C> <C> <C>
Net Income (loss) $ - $ - $ - $ - $ (270)
Adjustments to reconcile
Net Loss to Net Cash
used in operating
activities
Increase (decrease) in
Accounts Payable - - - - (24)
----------- ----------- ---------- ----------- -----------
Net cash used in Operations - - - - (294)
----------- ----------- ---------- ----------- -----------
Cash used in investing activities - - - - -
----------- ----------- ---------- ----------- -----------
Cash flows from financing activities
Proceeds from sale of
Common Stock - - - - 294
----------- ----------- ---------- ----------- -----------
Cash balance at beginning
of the year - - - - -
----------- ----------- ---------- ----------- -----------
Cash balance at end of
the year $ - $ - $ - $ - $ -
----------- ----------- ---------- ---------- -----------
See accompanying notes
</TABLE>
-5-
<PAGE>
Hallmark Properties, Inc.
Notes to Financial Statements
December 31, 1998
1. Summary of significant accounting policies
Organization
Hallmark Properties, Inc. ("Hallmark" or the "Company" (formerly Tierra
Environmental Corporation)) was organized under the laws of the State
of Colorado on August 11, 1986, for the purpose of evaluating and
seeking merger candidates. The Company is currently considered to be in
the development stage as more fully defined in the Financial Accounting
Standards Board Statement No. 7. The Company has engaged in limited
activities, but has not generated significant revenues to date. The
Company is currently seeking business opportunities.
Accounting methods
The Company records income and expenses on the accrual method.
Fiscal year
The Company has selected March 31 as its fiscal year.
Deferred offering cost
Costs associated with any public offering were charged to proceeds of
the offering.
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.
Accordingly, no provision has been made for income taxes. The Company has a
net operating loss of approximately $296,000 expiring through 2007.
3. Related Party Transactions
On August 19, 1996 the Company entered into an agreement with James Porter
and Louis Porter whereby the "Porters" paid $24,817 to the Company and the
Company issued 40,000,000 of its common stock to the Porters, 20,000,000 to
each). The Company used the cash to settle outstanding liabilities
(approximately $24,000 at March 31, 1996 and $0 at March 31,1997).
-6-
<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
2. Management discussion and analysis of financial condition and
results of operations
Hallmark Properties, Inc. (the "Company") was formed on August 11,
1986. Since inception, management has been actively seeking business
opportunities. Several potential candidates were identified between
1986 and the end of fiscal 1998; no combination with any of these
companies was ever completed, although the Company several times
changed its name in anticipation of a combination with another entity
being consummated.
The Company still does not have any business activity of its own. The
Company has no agreement in principle or any formal contract to acquire
or enter into any business opportunity as of the date of this report.
The Company has engaged in limited activities but has been hampered in
its efforts due to its lack of capital. It is possible that the Company
will need a substantial amount of additional capitalization before it
will be able to participate in any merger activities. There is no
assurance that the Company will obtain any additional capitalization.
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.
Part II - OTHER INFORMATION
1. Legal proceedings There are none.
2. Changes in Securities None.
3. Defaults upon senior securities Not applicable.
4. Submission of matters to a vote of security holders Not applicable.
5. Other information Not applicable.
6. Exhibits and reports on Form 8-K
(a) Exhibits Not applicable.
(b) Reports on Form 8K None.
-7-
<PAGE>
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.
HALLMARK PROPERTIES, INC.
(Registrant)
By /S/ MILES D. WYNN
-------------------------------
MILES D. WYNN, President and
Principal Financial and
Accounting Officer
-8-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE HALLMARK
PROPERTIES, INC. FORM 10-Q/A FOR THE QUARTER ENDED DECEMBER 31, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000802203
<NAME> HALLMARK PROPERTIES, INC.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> OCT-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> 0
<BONDS> 0
0
0
<COMMON> 296,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<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>
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