FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1989, or
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____.
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) (Tax 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
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: Common Stock
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 Act of 1934 during the past
12 months and (2) has been subject to such filing requirement for the past 90
days.
X YES NO
--------- ---------
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of December 31, 1988:
$ -0-
Shares of common stock outstanding at December 31, 1989: 5,625,527
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PART I.
ITEM 1 DESCRIPTION OF BUSINESS
The Company has had no operations for the year ended December 31, 1989 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.
ITEM 2 DESCRIPTION OF PROPERTY
The Company has no property. The Company maintains its office at the office of
the President, Mr. Sean Gallagher, at no charge.
ITEM 3 LEGAL PROCEEDINGS
The Company is not involved in any legal proceedings.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company submitted the matter of the issuance of 4,500,000 common shares to
Sean Gallagher under an consulting contract during the period presented.
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PART II.
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
a. Market Information.
The Company's stock is not currently traded; therefore no high or low
bids are recited herein.
b. Holders.
There are approximately seventy shareholders.
c. Dividends
Registrant has not paid a dividend to the holders of its common stock
and does not anticipate paying dividends in the near future.
e. Warrants
Registrant has no warrants outstanding.
ITEM 6 SELECTED FINANCIAL DATA
No selected financial data of the Registrant is included in columnar
since the Company just has no assets and minimal liabilities.
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Company has had no operations during the year ended December 31, 1989 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.
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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.
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Certified Public Accountant is attached hereto
ITEM 9 CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
The Board of Directors engaged Charles Smith as auditor for the
Company. There have been no disagreements with auditors on and accounting or
financial disclosures.
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PART III.
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The following persons serve as directors and officers of Registrant:
Sean Gallagher President, Secretary, Treasurer, and
Chairman of the Board
ITEM 11 EXECUTIVE COMPENSATION
The Company issued 4,500,000 shares to the officer as compensation
during 1989.
The Company has no retirement or stock option or bonus plan.
ITEM 12 SECURITY OWNERSHIP OF MANAGEMENT AND BENEFICIAL OWNERS
Set forth below is the direct ownership of Registrant's common Stock by
management and any owner of 5% or more of Stock of Registrant.
% of
Title of Name and address Amount of shares class
of owner owned
-------------------------------------------------------------------------------
Common Sean Gallagher 4,500,000 79.99%
4714 Greenville Ave
Dallas, Texas 75206
Common Jimmy Carter 729,500 12.97%
4242 Lamar, #102
Arlington, Texas 76011
Common All Officers, Directors & 5,229,500 92.96%
Beneficial Holders as a Group
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company issued 4,500,000 shares to the President for his services.
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PART IV.
ITEM 14 EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON
FORM 8-K
(a) The following documents are filed as a part of this report:
Included in Part II, Item 8 of this report:
Accountant's Report
Balance Sheet - December 31, 1989 and 1988
Statement of Revenues and Expenses for the Years End
December 31, 1989 and 1988
Statement of Stockholders' Equity and Accumulated Deficit
Period from Inception (January 5, 1988) to December 31, 1989
Statement of Cash Flows for Years End
December 31, 1989 and 1988
Notes to Financial Statements for Year Ended
December 31, 1989 and 1988
(b) The following reports on Form 8-K were filed for the Company during
1998:
The Company filed a Form 8-K to report a change in control of the
Registrant.
(c) The Company is not filing any exhibits.
(d) This section not applicable to the Company.
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SIGNATURES.
Pursuant to the requirements of Section 13 or 15(d) 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
Date: June 14, 2000
Pursuant to the requirements to the Securities and Exchange Act of
1934, this report has been signed below by the following persons on behalf of
Registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Sean Gallagher President June 14, 2000
-----------------------------
Sean Gallagher
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Table of Contents
Page
Independent Accountant's Report 1
Balance Sheets 2
Statement of Operations 3
Statement of Stockholders' Equity and Accumulated Deficit 4
Statement of Cash Flows 5
Notes to Financial Statements 6 - 7
<PAGE>
Charles E. Smith
Certified Public Accountant
709-B West Rusk
Suite 580
Rockwall, Texas 75087
TELEPHONE (214) 212-2307
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Shareholders
of Spartan Oil Corporation
I have audited the accompanying balance sheets of Spartan Oil
Corporation as of December 31, 1989 and 1988, and the related statements of
operations, stockholders' equity and accumulated deficit, and cash flows for the
years ended December 31, 1989 and 1988. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on our audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that our audit provides a reasonable basis for our opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Spartan Oil
Corporation as of December 31, 1989 and 1988, and the results of operations and
its cash flows for the years ended December 31, 1989 and 1988 in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As described in Note D to the
financial statements the Company is a start up enterprise and presently does not
have capital resources which raises doubt about the Company's ability to
continue as a going concern. The financial statements do not include any
adjustment that might arise from the outcome of this uncertainty.
/s/ Charles E. Smith
----------------
Charles E. Smith
Rockwall, Texas
March 24, 2000
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<TABLE>
<CAPTION>
SPARTAN OIL CORPORATION
(A Development Stage Enterprise)
BALANCE SHEETS
December 31, 1989 and 1988
ASSETS
Dec 31, 1989 Dec 31, 1988
---------------- -----------------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 1 $ 1,000
---------------- -----------------
TOTAL ASSETS $ 1 $ 1,000
=====================================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable 500 250
---------------- -----------------
Total Current Liabilities 500 250
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, 5,625,527 and 1,000,000 shares
issued and outstanding at December 31, 1989 and 1988 respectively 5,626 1,000
Additional paid-in-capital 500 500
Accumulated Deficit (6,625) (750)
---------------- -----------------
Total Stockholders' Equity (499) 750
---------------- -----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 1 1,000
================ =================
</TABLE>
See accompanying notes
2
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<TABLE>
<CAPTION>
SPARTAN OIL CORPORATION
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
Years ended December 31, 1989 and 1988
and Period from Inception (January 5, 1988) to December 31, 1989
Accumulated
Year ended Year ended since inception
Dec 31, 1989 Dec 31, 1988 Jan 5, 1988
--------------------------------- -----------------
<S> <C> <C> <C>
REVENUE: $ -0- $ -0- $ -0-
OPERATING EXPENSE:
General & administrative 5,875 1,250 7,125
--------------------------------- -----------------
Total Operating Expense 5,875 1,250 7,125
--------------------------------- -----------------
NET LOSS ($5,875) ($1,250) ($7,125)
================================= =================
Weighted average shares outstanding 3,864,025 768,493 3,979,778
================================= =================
LOSS PER SHARE ($0.00) ($0.00) ($0.00)
================================= =================
</TABLE>
See accompanying notes
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<TABLE>
<CAPTION>
SPARTAN OIL CORPORATION
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY AND ACCUMULATED DEFICIT
Period from Inception (January 5, 1988) to December 31, 1989
Common Paid In Accumulated
Shares Amount Capital Deficit Total
----------------------------- --------------------------------- -----------------
<S> <C> <C> <C> <C> <C>
Balance, Date of Inception
January 5, 1988
Shares issued on January 5, 1988:
For cash 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, 1988 1,000,000 $1,000 $1,000 ($1,250) $750
============================= ================================= =================
Shares issued in May 1989:
For services 4,625,527 4,626 4,626
Net Loss (5,875) (5,875)
----------------------------- --------------------------------- -----------------
Balance, December 31, 1989 5,625,527 $5,626 $1,000 ($7,125) ($499)
================================================================== =================
</TABLE>
See accompanying notes
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<TABLE>
<CAPTION>
SPARTAN OIL CORPORATION
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
Years ended December 31, 1989 and 1988
and Period from Inception (January 5, 1988) to December 31, 1989
Accumulated
Year ended Year ended since inception
Dec 31, 1989 Dec 31, 1988 (Jan 5, 1988)
--------------------------------- -----------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss (5,875) (1,250) (7,125)
Adjustments to reconcile net loss to net
cash (used) by operating activities:
Accounts payable 250 250 500
Stock issued for services 4,626 1,000 5,626
--------------------------------- -----------------
NET CASH (USED) BY OPERATING ACTIVITIES: (999) -0- (999)
CASH FLOWS FROM INVESTING ACTIVITIES: -0- -0- -0-
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock -0- 1,000 1,000
--------------------------------- -----------------
NET INCREASE IN CASH (999) 1,000 1
CASH, BEGINNING OF PERIOD 1,000 -0- -0-
--------------------------------- -----------------
CASH, END OF PERIOD $ 1 $ 1 ,000 $ 1
======================================================
</TABLE>
See accompanying notes
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SPARTAN OIL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 1989 and 1988
Note A - Nature of Business and Summary of Significant Accounting Policies:
History: The Company was organized under the laws of the State of Delaware on
January 5, 1988 under the name of Oliver Owen Corporation, and on October 19,
1988 changed its name to Spartan Oil Corporation. 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 conformity with generally accepted accounting principles.
Sales 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.
Revenue Recognition:
Revenue is recognized when work is performed and amount invoiced.
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 Common Share:
Loss applicable to common share is based on the weighted average number of
shares of common stock outstanding during the year.
Accounting Estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and
assumptions that affect the amount reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Income Tax:
The Company is subject to the greater of federal income taxes computed under the
regular system or the alternative minimum tax (ATM) system. The Company uses an
asset and liability approach for the accounting and financial reporting of
income tax. Under this method, deferred tax assets and liabilities are
determined based on temporary differences between the financial carrying amounts
and the tax bases of assets and liabilities using enacted tax rates in effect in
the years in which the temporary differences are expected to reverse.
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SPARTAN OIL CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 1989 and 1988
Note B - Stockholders' Equity:
Common Stock:
The Company is authorized to issue 50,000,000 common shares of stock at a par
value of $0.001 per share. These shares have full voting rights. At December 31,
1989 and December 31, 1988 there were 5,625,527and 1,000,000 shares outstanding
respectively.
The Company has not paid a dividend to its shareholders.
Preferred Stock:
The Company is authorized to issue 5,000,000 preferred shares of stock at a par
value of $1.00. No preferred stock is outstanding.
Note C - Income Taxes:
The Company had net operating losses totaling of $7,125 through December 31,
1989. No deferred tax asset has been recognized for the operating loss as any
valuation allowance would reduce the benefit to zero.
Note D - Going Concern:
The Company has minimal capital resources available to meet obligations expected
to be incurred given that it is a start up enterprise. Accordingly, the
Company's continued existence is dependent upon the successful operation of the
Company's plan of operations, selling common stock in the Company, or obtaining
financing. Unless these conditions among others are met, the Company may be
unable to continue as a going concern.
7
