UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 1996
Commission file Number 0-20193
AMERICOMM RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 73-1238709
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9 E. 4th Street, Suite 305, Tulsa, Oklahoma 74103-5109
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 587-0096
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 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 [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date:
Common Stock, $.001 Par Value - 11,204,724 shares as of June 30, 1996.
<PAGE>
<TABLE>
PART I. - FINANCIAL INFORMATION
AMERICOMM RESOURCES CORPORATION
BALANCE SHEET
(Amounts in thousands, except per share data)
<CAPTION>
June 30, 1996
______________
<S> <C>
ASSETS
Current assets
Cash and cash equivalents $ 124,752
Prepaid expenses 0
______________
Total Current Assets $ 124,752
Investments in prospects 827,202
______________
TOTAL ASSETS $ 951,954
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
<S> <C>
Current liabilities
Accounts payable 0
Accruals (176)
______________
Total Current Liabilities $ (176)
Stockholders' equity (deficiency)
Common stock, $.001 par value;
authorized 50,000,000 shares
11,204,724 shares issued 11,204
Capital in excess of par value 1,260,545
Deficit accumulated during the
development stage (319,619)
______________
Total Stockholders' Equity $ 952,130
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIENCY) $ 951,954
<FN>
See accountants' report and accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
AMERICOMM RESOURCES CORPORATION
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS
AND SIX MONTHS
ENDED JUNE 30, 1996 AND 1995
(Amounts in thousands, except per share data)
<CAPTION>
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
1996 1995 1996 1995
____________ ____________ __________ __________
<S> <C> <C> <C> <C>
Revenues
Income $ 0 $ 0 $ 0 $ 0
Interest income 1,655 0 4,143 0
Miscellaneous income 5,806 0 5,806 0
____________ ____________ __________ __________
Total Income 7,461 0 9,949 0
____________ ____________ __________ __________
Costs and expenses
General & administrative
expenses 28,475 5,590 47,489 11,255
Abandoned prospects 5,979 0 5,979 0
Interest expense 0 1,541 0 2,391
____________ ____________ __________ __________
Total Costs and Expenses 34,454 7,131 53,468 13,646
____________ ____________ __________ __________
Net Income (Loss) $ (26,993) $ (7,131) $ (43,519) $ (13,646)
Net Income (Loss)
per common share $ 0 $ 0
Weighted average number of
common shares outstanding 11,204,724 31,500,040
<FN>
See accountants' report and accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
AMERICOMM RESOURCES CORPORATION
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS
AND SIX MONTHS
ENDED JUNE 30, 1996 AND 1995
(Amounts in thousands)
<CAPTION>
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
1996 1995 1996 1995
____________ ____________ __________ _________
<S> <C> <C> <C> <C>
Cash Flow From Operating
Activities
Operations
Net income (loss) $ (26,993) $ (7,131) $ (43,519) $ (13,646)
Plus adjustments to reconcile
net income to net cash flows
from operating activities
Abandoned prospects 5,979 0 5,979 0
Changes in operating assets
and liabilities
Increase(Decrease)in accounts
payable 0 54,221 (633) 58,321
Increase(Decrease)in prepaid
expenses 0 0 504 0
Accruals (21) (1,436) (228) (586)
___________ ____________ __________ _________
Net cash provided (used)
by operating activities (21,035) 45,654 (37,897) 44,089
Cash Flows From Investing
Activities
Cash payments for investments
in prospects (55,495) (545,258) (98,058) (556,018)
___________ ____________ __________ _________
Net cash provided (used)
by investing activities (55,495) (545,258) (98,058) (556,018)
___________ ____________ __________ _________
Cash Flows From Financing
Activities
Proceeds from issuance of
common stock 0 891,755 0 891,755
Proceeds from note payable-
related party 0 10,700 0 19,700
Repayment of note payable-
related party 0 (49,200) 0 (49,200)
____________ ____________ __________ _________
Net Increase(Decrease) in
Cash and Cash Equivalents (76,530) 353,651 (135,955) 350,326
Cash and Cash Equivalents,
beginning of quarter 201,282 601 260,707 3,926
____________ ____________ __________ _________
Cash and Cash Equivalents,
end of quarter $ 124,752 $ 354,252 $ 124,752 $ 354,252
<FN>
See accountants' report and accompanying notes to financial statements
</TABLE>
<PAGE>
AMERICOMM RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996
Note 1. Basis of Presentation
In the opinion of management the accompanying unaudited financial
statements contain all adjustments, all of which were of a normal recurring
nature, necessary to summarize fairly the Registrant's financial position
and results of operations. The results of operations for the six months
ended June 30, 1996 may not be indicative of the results that may be
expected for the year ending December 31, 1996. These statements should
be read in conjunction with the financial statements and notes thereto
included in the Registrant's Form 10-KSB for its fiscal year ended
December 31, 1995.
Note 2. Summary of Significant Accounting Policies
Mining and oil and gas properties - The Company uses the successful
efforts method of accounting for its mining activities. Costs incurred
are deferred until exploration and completion results are evaluated.
At such time, costs of activities with economically recoverable reserves
are capitalized as proven properties, and costs of unsuccessful or
uneconomical development work are expensed.
Cash and cash equivalents - The Company defines cash and cash
equivalents to be cash on hand, cash in checking accounts, certificates
of deposit, cash in money market accounts and certain investments with
maturities of three months or less from the date of purchase.
Note 3. Income Taxes
As of December 31, 1995, the Company has tax net operating loss
carryforwards totaling approximately $273,000. If not used, these
carryforwards will expire in the years 2000 to 2009.
<PAGE>
AMERICOMM RESOURCES CORPORATION
PLAN OF OPERATION
In August 1995, the Registrant completed a private placement
of 5,024,172 shares at $0.125 per share, which resulted in gross cash
proceeds of approximately $600,000 and relieved the Registrant of an
obligation to repay a $28,000 advance from a shareholder who purchased
share in the offering. After utilizing approximately $85,200 of the
offering proceeds to repay amounts due to the Registrant's officers,
directors and stockholders as a result of advances made to the Registrant,
$390,000 of the remaining cash proceeds of this offering have been used
to fund the Registrant's oerations including exploration of its existing
prospects. The remaining cash proceeds are expected to be used to
fund the exploration of the Registrant's prospects and to fund the
Registrant's working capital requirements. Although the cost of the
exploration and development of the Registrant's properties is dependent
on numerous facts, some of which are beyond the Registrant's control, the
Registrant believes the cash proceeds remaining will be sufficient to
meet its operating expenses and commitments over the next nine months.
Thereafter the Registrant will be required to raise additional capital
through debt or equity offerings, encumbering properties or entering
into arrangements whereby certain costs of exploration will be paid by
others to earn an interest in the properties. There can be no assurance
that the additional capital expected to be necessary to fund the
Registrant's operations will be available on economically acceptable
terms, if at all.
Exploration for mineral resources, such as gold, is highly
speculative and involves greater risks than many other businesses.
Mineral exploration is frequently marked by unprofitable efforts,
not only from unproductive prospects, but also from producing
prospects which do not produce sufficient amounts to return a
profit on the amount expended. Accordingly, there can be no
assurance that the Registrant will be able to discover, develop
or produce sufficient reserves to recover the expenses incurred
in connection with the exploration of its properties, to fund
additional exploration or to achieve profitability.
The Registrant does not expect any significant change in the
number of its employees during 1996. It will employ part-time
or temporary persons and consultants in situations where special
expertise is required.
<PAGE>
PART II - OTHER INFORMATION
Item #4 Submission of Matters to a Vote of Security Holders
The Annual Meeting of the Shareholders of the Registrant was held
on June 13, 1996, pursuant to notice, at which the following
persons were elected directors of the Registrant to serve until
their successors are elected and qualify:
Brokers
For Against Abstain Non-Votes
Thomas R. Bradley 22,971,422 11,700 - -
George H. Plewes 22,971,422 11,700 - -
Albert E. Whitehead 22,971,422 11,700 - -
In addition, the following proposals were approved by the
Shareholders:
The proposal to amend the Certificate of Incorporation to effect
a one-for-three reverse stock split of the outstanding shares of
the Company's Common Stock was passed with 22,881,671 vote in
favor, 99,501 votes against and 1,750 abstentions.
The proposal to amend the 1995 Stock Option Plan to increase the
shares issuable thereunder upon exercise of options granted and
to be granted to officers, directors, employees and certain
other persons performing substantial services for or on behalf of
the Registrant to 1,000,000 shares of the Registrant's Common Stock
(after giving effect to the one-for-three reverse stock split)
was passed with 21,862,670 votes in favor, 95,000 votes against
and 1,000 abstentions.
Item #6 Exhibits and Reports on Form 8-K
a. Exhibits - NONE
b. Reports on Form 8-K - The Registrant has not filed, during
the quarter for which this report is filed, a Form 8-K.
<PAGE>
AMERICOMM RESOURCES CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICOMM RESOURCES CORPORATION
Registrant
August 7, 1996 Thomas R. Bradley
Date Thomas R. Bradley
President & CEO
August 7, 1996 Thomas R. Bradley
Date Thomas R. Bradley
Principal Financial and Accounting
Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-START> Jan-01-1996
<PERIOD-END> Jun-30-1996
<CASH> 124,752
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 124,752
<PP&E> 827,202
<DEPRECIATION> 0
<TOTAL-ASSETS> 951,954
<CURRENT-LIABILITIES> (176)
<BONDS> 0
0
0
<COMMON> 11,204
<OTHER-SE> 952,130
<TOTAL-LIABILITY-AND-EQUITY> 951,954
<SALES> 7,461
<TOTAL-REVENUES> 7,461
<CGS> 0
<OTHER-EXPENSES> 34,454
<TOTAL-COSTS> 34,454
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (26,993)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
