FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended: June 30, 2000
Commission file number: 33-19961
Spartan Oil Corporation (formerly Oliver Owen Corporation)
----------------------------------------------------------
(exact name of registrant as specified in its charter)
Delaware 75-2224650
------------------------ ------------
(State of Incorporation) (IRS ID No.)
4714 Greenville Ave, Dallas, Texas 75206
-------------------------------------------------- ----------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 972-841-6929
Check whether the registrant files all documents and reports required to be
filed by section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
Shares of common stock outstanding at March 31, 2000:
6,125,527
<PAGE>
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page Number
Item 1. Financial Statements 1 - 6
Item 2. Managements's Discussion and Analysis
of Financial Condition and Results of
Operations 7
PART II - OTHER INFORMATION 8
<PAGE>
<TABLE>
<CAPTION>
SPARTAN OIL CORPORATION
BALANCE SHEETS
June 30, 2000 and December 31, 1999
ASSETS
June 30, 2000 Dec 31, 1999
----------------- -----------------
<S> <C> <C>
CURRENT ASSETS:
Cash $0 $0
----------------- -----------------
TOTAL ASSETS $0 $0
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable $9,579 $5,436
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value 6,126 6,126
Additional paid in capital 1,500 1,500
Accumulated Deficit (17,205) (13,062)
----------------- -----------------
Total Stockholders' Equity (9,579) (5,436)
----------------- -----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $0 $0
================= =================
1
<PAGE>
SPARTAN OIL CORPORATION
STATEMENT OF OPERATIONS
Three months ended June 30, 2000 and 1999
and
Period from inception (January 5, 1988) to June 30, 2000
Accumulated
Three months Three months since
ended ended inception
June 30, 2000 June 30, 1999 Jan 5, 1988
----------------------------------- -----------------
<S> <C> <C> <C>
REVENUE: $0 $0 $0
OPERATING EXPENSE:
Professional fees 0 0 2,500
General and administrative 441 374 14,705
----------------------------------- -----------------
Total Operating Expense 441 374 17,205
----------------------------------- -----------------
NET LOSS ($441) ($374) ($17,205)
=================================== =================
Weighted average shares outstanding 6,125,527 6,125,527 6,125,527
=================================== =================
LOSS PER SHARE ($0.00) ($0.00) ($0.00)
=================================== =================
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SPARTAN OIL CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY AND ACCUMULATED DEFICIT
Period from inception (May 27, 1998) to June 30, 2000
Common Paid In Accumulated
Shares Amount Capital Deficit Total
------------------------------------------------------------------- -----------------
<S> <C> <C> <C> <C> <C>
Balance at inception,
January 5, 1988 -0- -0- -0- -0- -0-
Shares issued for cash:
January 1988 500,000 500 500 1,000
Shares issued for services 500,000 500 500 1,000
Net Loss (1,250) (1,250)
------------------------------------------------------------------- -----------------
Balance
December 31, 1998 1,000,000 $1,000 $1,000 ($1,250) $750
=================================================================== =================
Shares issued for services:
May 1989 4,625,527 4,626 4,626
Net Loss (5,875) (5,875)
------------------------------------------------------------------- -----------------
Balance
December 31, 1998 5,625,527 5,626 1,000 (7,125) (499)
=================================================================== =================
Shares issued for services 1990 500,000 500 500 1,000
Net Loss - 1990 (1,251) (1,251)
Net Loss - 1991 (300) (300)
Net Loss - 1992 (300) (300)
Net Loss - 1993 (300) (300)
Net Loss - 1994 (300) (300)
Net Loss - 1995 (300) (300)
Net Loss - 1996 (491) (491)
Net Loss - 1997 (520) (520)
Net Loss - 1998 (580) (580)
Net Loss - 1999 (1,595) (1,595)
------------------------------------------------------------------- -----------------
Balance
December 31, 1999 6,125,527 6,126 1,500 (13,062) (5,436)
=================================================================== =================
Net Loss
Three months - March 31, 2000 (3,702) (3,702)
Three months - June 30, 2000 (441) (441)
------------------------------------------------------------------- -----------------
Balance
June 30, 2000 6,125,527 6,126 1,500 (17,205) (9,579)
=================================================================== =================
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SPARTAN OIL CORPORATION
STATEMENT OF CASH FLOWS
Three months ended June 30, 2000 and 1999
and
Period from inception (January 5, 1988) to March 31, 2000
Accumulated
Three months Three months since
ended ended inception
June 30, 2000 June 30, 1999 Jan 5, 1988
----------------------------------- -----------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($441) ($374) ($17,205)
Adjustments to reconcile net loss to net
cash (used) by operating activities:
Increase in accounts payable 441 374 9,579
Stock issued for services 6,626
----------------------------------- -----------------
NET CASH (USED) BY OPERATING ACTIVITIES: 0 0 (1,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of assets to lease 0 0 0
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock 0 0 1,000
----------------------------------- -----------------
NET INCREASE IN CASH $0 $0 $0
CASH, BEGINNING OF PERIOD 0 0 0
----------------------------------- -----------------
CASH, END OF PERIOD $0 $0 $0
=================================== =================
</TABLE>
4
<PAGE>
SPARTAN OIL CORPORATION
NOTES TO FINANCIAL STATEMENTS
June 30, 2000
Note A - Nature of Business and Summary of Significant Accounting Policies:
---------------------------------------------------------------------------
History:
--------
The Company was organized January 5, 1988, as a Delaware corporation under the
name Oliver Owen Corporation. The Company was organized for the purpose of
combining with a privately held enterprise.
On October 19, 1988, the Company amended its articles of incorporation to change
its name to Spartan Oil Corporation, authorize 50,000,000 shares of $0.001 par
value common stock, and authorize 5,000,000 shares of $1.00 par value preferred
stock. Such preferred stock may be issued by the Board of Directors who will
determine all provisions of each series as they are issued.
The Company changed its name to Spartan Oil Corporation with the intent of being
engaged in the oil and gas business. When negotiations for oil properties fell
through, the Company tried to attract capital to purchase other properties.
Since that time, the Company has been seeking capital to purchase a business
and/or to merge with an existing business.
Basis of Accounting:
--------------------
It is the Company's policy to prepare its financial statements on the accrual
basis of accounting in accordance with generally accepted accounting principles.
Receipts are recorded as income in the period in which they are earned and
expenses are recognized in the period in which the related liability is
incurred.
Cash and Cash Equivalents:
--------------------------
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments with a maturity of three months or less to be cash
equivalents.
Loss per Share:
---------------
Net loss applicable to common stock is based on the weighted average number of
shares of common stock and common stock equivalents outstanding during the year.
Equipment:
----------
Furniture and Equipment is stated at cost and depreciated over the estimated
useful lives of the assets using the straight-line method. Upon retirement or
disposal, the asset cost and related accumulated depreciation are removed from
the accounts and any resulting gain or loss is included in the determination of
net income.
Expenditures for maintenance, repairs and renewals are charged to expense when
incurred. Expenditures which significantly increase value or extend useful asset
lives are capitalized.
5
<PAGE>
SPARTAN OIL CORPORATION
NOTES TO FINANCIAL STATEMENTS
June 30, 2000
Note A - Nature of Business and Summary of Significant Accounting Policies
(con't):
--------------------------------------------------------------------------------
Long-Lived Assets
-----------------
The preparation of financial statements in conformity with generally accepted
accounting principals requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenues and expenses.
Actual results could differ from these estimates.
Generally accepted accounting principals require recognition of impairment of
long-lived assets in the event of net book value of such assets exceed the
future undiscounted cash flows attributable to such assets. Consequently, the
Company assesses its assets annually for impairment and writes down any amounts
necessary as a result of the assessment.
Income Tax:
-----------
The Company is subject to the greater of federal income taxes computed under the
regular system or the alternative minimum tax system.
The Company adopted Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes." The Statement requires the use of an asset and
liability approach for the accounting and financial reporting of income tax. No
deferred tax asset has been recognized for the operating loss carryforward as it
is more likely than not that all or a portion of the net operating loss will not
be realized and any valuation allowance would reduce the benefit to zero.
Note B - Capital Stock:
-----------------------
The Company is authorized to issue 5,000,000 shares of preferred stock with a
par value of $1.00. There are no preferred shares issued and outstanding.
The Company is authorized to issue 50,000,000 shares of common stock with a par
value of $0.001 per share. There are 6,125,527 common shares issued and
outstanding as of June 30, 2000.
Note C - Income Tax:
--------------------
At June 30, 2000, the Company has losses to carry forward of approximately
$15,264 which are available to offset its future income tax liability.
No deferred tax asset has been recognized for the operating loss carryforward as
it is more likely than not that all or a portion of the net operating loss will
not be realized and any valuation allowance would reduce the benefit to zero.
6
<PAGE>
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Results of Operations
---------------------
The Company has had no operations for the quarter ended June 30, 2000 and
similarly, no operations for the same period last year. The Company is trying to
attract capital in order to purchase an ongoing business or to attract a
business to buy or merge with. Efforts to attract capital to date have been
unsuccessful.
There have been no economic events or changes that have affected the Registrant,
for better or worse, to attract capital and there are no economic trends or
uncertainties that the Registrant expects will have a material impact on whether
it can attract capital in the future.
Liquidity
---------
The Registrant has no liquid assets and no assets. The Registrant has no
liquidity and the liquidity the Registrant will be able to attract will from the
sale of stock in the company, either for cash or issuance of stock for purchase
of a business.
The Registrant has minimal expenses and no commitments.
Capital Resources
-----------------
The Registrant has no capital resources and if it can generate capital, it will
be from the sale of stock in the company for cash or issuance of stock for
purchase of a business.
There were no stock offerings during the quarter and none are currently planned.
There were no plans or requirements for purchase of capital items during the
quarter. The Registrant does not foresee any material capital purchase in the
coming twelve months.
7
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is not involved in any legal proceedings.
Item 2. Changes in Securities.
Registrant has made no changes in its securities.
Item 3. Defaults Upon Senior Securities.
Registrant has no senior securities and accordingly no
defaults.
Item 4. Submission of Matters to a Vote of Security Holders.
Registrant submitted no matters to a vote of security holders
during the period. However, subsequent to the end of the
period on July 6, 2000, the Registrant submitted a matter of
an agreement of merger with HMGT Corporation, which report was
filed on Form 8-K as described in Item 6.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
The Registrant filed a report on Form 8-K notifying
shareholders of a meeting to vote on an agreement of merger whereby the
Registrant:
a) performed a six to one reverse stock split;
b) issued two million shares for 100% of the outstanding stock of
HMGT Corporation, a hotel management company; and
c) change the name of the corporation to HomeGate Corporation.
8
<PAGE>
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.
Spartan Oil Corporation
----------------------------
(Registrant)
BY: /s/ Sean Gallagher
-------------------------
Sean Gallagher
Its: President and Secretary
DATE: August 9, 2000
Dallas, Texas
9
