U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] Annual report under section 13 or 15(d) of the Securities Act of 1934
for the fiscal year ended December 31, 1998.
[ ] Transition report under section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from to .
Commission File Number 0-20193
AMERICOMM RESOURCES CORPORATION
(Name of small business issuer in its charter)
DELAWARE 73-1238709
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
15 E. 5th Street, Suite 4000, Tulsa, OK 74103-4346
(Address of principal executive offices) (Zip Code)
(Issuer's Telephone Number) (918) 587-8093
Securities registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
registered
NONE
Securities registered under Section 12(g) of the Act:
Common Stock, $.001 Par Value
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 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 [ ]
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year $6,504.
The aggregate market value of the voting stock held by non-affiliates on
March 19, 1999 was approximately $3,341,362. On such date, the
average bid price for the Registrant's Common Stock was $0.38 per share.
State the number of shares outstanding of each of the issuer's classes of
common equity, as of March 19, 1999. 13,879,589
Documents incorporated by reference: NONE
Transitional Small Business Disclosure Format:
YES [ ] NO [X]
PART I
ITEM 1. BUSINESS
Background
Americomm Resources Corporation, a Delaware corporation (the "Registrant"),
was incorporated in the state of Utah in August 1983 under the name
Chambers Energy Corporation and reincorporated in Delaware in March 1985
under the name Americomm Corporation. The corporate name was changed to
Americomm Resources Corporation in July 1995 and a one-for-three reverse
stock split of the Company's Common Stock was effected in June 1996. All per
share numbers set forth in this Form 10-KSB have been adjusted to reflect
such reverse stock split. The Registrant has no subsidiaries. The
Registrant operates from leased office space at 15 East 5th Street, Suite
4000, Tulsa, Oklahoma 74103-4346 with the telephone number shown on the
front of this report.
The Registrant has no income producing properties and its principal assets
are substantially unexplored. 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 property to continue its
operations and to finance the costs of exploring its properties, including
the Cheyenne River Prospect described below. The present environment for
financing the ongoing obligations of an exploration business is uncertain.
There can be no assurance that the additional debt or equity financing
necessary to fund the Registrant's operations will be available on
economically acceptable terms. The Registrant is currently seeking an
industry partner to continue the exploration of its mineral properties or
to purchase such properties if a transaction may be consummated on
advantageous terms. If a transaction with respect to its mineral
properties is not consummated, and additional capital is not available, the
Registrant will be required to renegotiate the leases governing its mineral
properties to maintain its interest therein. See "Plan of Operations".
Forward-Looking Information. All statements, other than statements of
historical fact contained in this Form 10-KSB, including statements in
"Plan of Operation", "Business", and "Properties" are forward-looking
statements. Forward-looking statements generally are accompanied by words
such as "anticipate", "believe", "estimate", "expect", "potential",
"project" or similar statements. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable,
no assurance can be given that such expectations will prove correct. Factors
that could cause the Company's results to differ materially from the results
discussed in such forward-looking statements include the need for additional
capital, the costs expected to be incurred in the exploration and
development of the Registrant's properties, unforseen engineering,
mechanical or technilogical difficulties in drilling wells, uncertainty of
exploration results, operating hazards, competition from other mining and
natural resource companies, the fluctuations of prices for oil and gas
and for gold, the effects of governmental and environmental regulation and
economic conditions. All forward-looking statements in this Form 10-KSB are
expressly qualified in their entirety by the cautionary statements in this
paragraph.
Business Developments over the past three years.
OIL AND GAS PROSPECT. In March 1998, the Registrant paid $234,500 to cover
the initial expenses of acquiring leases relating to an oil and gas prospect
in the State of Wyoming (The Cheyenne River Prospect). The Registrant also
issued an aggregate of 566,000 shares of Common Stock and agreed to grant
overriding royalty interests to five individuals as consideration for
services performed and to be performed in connection with the acquisition
and exploration of the Cheyenne River Prospect. As of the date of this
report the parties to the agreement have obtained 101,628 acres of oil and
gas leases covering the prospect. The Registrant believes the exploration
and development of the Cheyenne River Prospect will require substantial
amounts of additional capital which may be raised 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 prospect. No assurance can be given that the additional capital
required to explore the Cheyenne River Prospect will be available to the
Registrant on acceptable terms.
Under the terms of the Company's agreements relating to the Cheyenne River
Prospect, the Registrant is required to drill the first test well on the
property within six months after December 1, 1998, the date on which it
acquired 100,000 acres of oil and gas leases with respect to the Cheyenne
River Prospect. If the Registrant is unable to drill the first well on the
Cheyenne River Prospect within such time period, under the terms of its
agreements, the Registrant will be required to seek a buyer for the prospect.
In such event, assuming the parties are successful in locating a buyer for
the prospect, the Registrant would recover its costs in acquiring the
prospect and would receive 50% of any profits from the sale of the prospect
in excess of such costs. In February 1999, the Registrant's joint venture
partners agreed to extend the time period for the drilling of the first
exploratory well to December 1, 1999. In March 1999, the Registrant engaged
Oak Creek Capital, Inc., on a non-exclusive basis, to assist the Registrant
in locating an investor to participate in the Cheyenne River Prospect.
If Oak Creek Capital, Inc. is successful in locating an investor
in the prospect, the Registrant has agreed to pay Oak Creek a fee of 6%
of the transaction amount. If the Registrant is unable to finance
the costs of the first test well by December 1, 1999, the Registrant may
be required to sell the property. Given the current environment for
financing oil and gas exploration, there can be no assurance that the
Registrant will be able to raise the additional capital required, or to
enter into arrangements with industry partners, to finance the cost of the
first test well. In addition, if the Registrant is required to seek a buyer
for the property, there can be no assurance that the Registrant would be
successful in locating a buyer for the prospect on advantageous terms.
GOLD MINING PROSPECTS. Over the past seven years, the Registrant has acquired
interests in, and conducted surface geology, mapping, sampling and staking of
claims on, the seven gold mining prospects, six of which are in various
stages of exploration and are without known reserves and one of which
was dropped. In 1995, the Registrant acquired a copper exploration
prospect which was dropped in December 1996. The following is a brief
description of the Registrant's interests in its six remaining prospects:
On May 19, 1995 the Registrant acquired all of the interests of Southwestern
Gold U.S.A., Inc. ("Southwestern Gold") in four gold mining prospects
located in the State of Nevada in exchange for the issuance of 1,333,333
shares of the Registrant's restricted common stock to such company. The
properties are located in Churchill, Nye, White Pine and Humboldt counties
in Nevada and originally consisted of 148 unpatented and non-producing gold
mining claims. In January 1996 the Registrant located 36 additional lode
mining claims adjoining its Churchill County project, bringing the total in
this group to 184 claims covering 3,680 acres. In December 1996 the
Registrant executed a Heads of Agreement with Echo Bay Exploration Inc., a
subsidiary of Echo Bay Mines Ltd., Denver, Colorado for exploration of the
Churchill County property. In May 1998, Echo Bay elected to discontinue
it exploration program on the Jessup Property. See "Properties".
During 1992, the Registrant acquired 100% of the Indian Springs gold mining
prospect which currently consists of 64 claims covering 1,280 acres in
Esmeralda County, Nevada. During 1995 the Registrant incurred approximately
$63,000 in expenses in an eight hole drill test program on four of the
claims in this block. Six of the holes hit anomalous gold mineralization
in narrow low grade intervals which were not of economic value. Additional
anomalous gold values have been found at the surface within the claim block
and the Registrant believes further mapping and sampling over the
entire claim block may identify targets for a drilling program.
During 1992, the Registrant acquired the rights to a 3% net smelter run (NSR)
nonparticipating royalty interest in the gold mining prospect known as the
Gold Creek Prospect (formerly known as the Pioneer Project) which currently
consists of 20 mining claims in Powell County, Montana. A geochemical soil
survey was conducted on the prospect in 1993 to identify drill targets. No
additional exploration activities have been conducted on this prospect since
that time. In 1996, the holder of these claims reduced the number of mining
claims from 60 to 20 as it had not located an industry partner to explore
this prospect. In 1997 the Registrant received assignment of these claims
from the previous holder, whereby the Registrant became the operator of the
project. In consideration for this assignment, the Registrant agreed to pay
necessary BLM and county filing fees in 1997 to maintain these claims
during the 1998 assessment year and to pay the previous holder a 3% net
smelter run (NSR) non-participating royalty interest on production from the
property, if and when such production takes place.
In December 1995 the Registrant acquired a copper exploration prospect in
the Big Indian mining district of the Lisbon Valley in San Juan County,
Utah. The property had 107 located lode mining claims in two blocks and in
two state leases contiguous to the claim blocks, totaling 2,380 acres. The
Registrant engaged in surface exploration of the property in 1996 and dropped
the property in December 1996 as, in the Registrant's opinion, the property
had only marginal potential for discovery of economic copper production.
For a more particular description of the properties held by the Registrant,
see "Item 2. PROPERTIES".
Risks Inherent in Mineral and Oil and Gas Exploration. Exploration for oil
and gas, and for mineral resources, such as gold is highly speculative and
involves greater risks than many other businesses. The odds against
discovering commercially exploitable hydrocarbon or mineral reserves are
substantial. The Registrant may be required to perform, in some cases,
expensive geological and/or seismic surveys with respect to its properties
and even if the results of such surveys are favorable, only subsequent
drilling or mining operations at substantial costs can determine whether
commercial development of the properties is feasible. Oil and gas drilling
and mineral exploration are frequently marked by unprofitable efforts,
not only from unproductive prospects, but also from productive prospects
which do not produce sufficient amounts to return a profit on the amount
expended. to test its Cheyenne River Prospect, the Registrant plans to
utilize horizontal drilling, a new drilling technique which seeks to drill
unbalanced wells horizontally thousands of feet into fractured reservoirs.
Although the Registrant believes horizontal drilling could yield substantial
and economic reserves, horizontal drilling has not been employed in the
prospect area and is more costly than conventional drilling methods.
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 Cheyenne River Prospect
or its mineral properties and achieve profitability.
The Registrant's operations are subject to the substantial hazards and risks
normally incident to exploring for and developing oil and gas and mineral
properties, such as encountering unusual or unexpected formations,
interruptions due to adverse weather conditions, unforseen technical
difficulties and equipment breakdowns. The Registrant's oil and gas
properties are subject to all of the risks normally incident to drilling
for and producing oil and gas, including blowouts, cratering and fires.
These risks could result in damage to or loss of life and property.
Limited Management; Dependence on Consultants. The Registrant currently
has two executive officers, Albert E. Whitehead and Thomas R. Bradley. The
Registrant intends to enter into consulting agreements with independent
geologists and other consultants until the Registrant's operations are
sufficiently established to warrant expanding its management team. In
addition, any exploration work, such as drilling, with respect to the
Registrant's properties would be performed by independent contractors.
The Registrant will be required to compete with companies with greater
financial resources for the qualified geologists, independent contractors
and other personnel necessary to operate its business. There can be no
assurance that the Registrant will be able to attract and retain the
qualified personnel required for the successful exploration and development
of its properties.
Competition
Oil and gas, as well as mineral, exploration is extremely competitive. The
Registrant must compete with many long-established companies with greater
financial resources and technical capabilities. The Registrant is not a
significant participant in the oil and gas industry or in the precious
metals industry.
Markets; Price Volatility
The market price of oil and gas and gold is volatile, subject
to speculative movement and depends upon numerous factors beyond the control
of the Registrant, including expectations regarding inflation, global and
regional demand, political and economic conditions and production costs.
There can be no assurance that the production and sale of oil and gas or
gold, if any, from the Registrant's properties will be commercially feasible
under market conditions prevailing in the future.
Regulation
The oil and gas industry is also subject to extensive federal, state and
local laws and regulations governing the production, transportation and
sale of hydrocarbons as well as the taxation of income resulting therefrom.
If the Registrant engages in exploration of its oil and gas properties the
Registrant's operations will be subject to numerous regulations the effect
of which cannot be determined at this time.
The mining industry in the United States is also subject to extensive federal,
state and local laws and regulations governing exploration, development,
production, export, tax, labor standards, occupational health, waste
disposal, protection and remediation of the environment, reclamation, mine
safety, toxic substances and other matters. Compliance with such laws and
regulations has increased the cost of planning, designing, drilling,
developing, constructing, operating and closing mines and mining facilities.
Although the Registrant is not aware of any circumstances which would cause
the Registrant to be in violation of any regulation, if the Registrant
engages in the exploration of its oil and gas or mining properties,
substantial costs are expected to be required to comply with applicable
regulations and costs and delays associated with such compliance could
materially affect the economics of a given project, cause material changes
or delays in the Registrant's intended activities or inhibit the development
of an oil or gas or a mining property. The effect of any future regulation
on the Registrant's operations cannot be determined at this time, although
any increase in the cost of the Registrant's operations as a result of
future regulations could have a material adverse impact on the Registrant.
Title to Properties
The Registrant's mineral rights consist of unpatented mining claims which
are unique property interests and are generally considered to be subject to
greater title risk than other real property interests. The greater title
risk results from unpatented mining claims being dependent on strict
compliance with a complex body of federal and state statutory and decisional
law, much of which compliance involves physical activities on the land, and
from the lack of public records which definitively control the issues of
validity and ownership. In conformity with normal industry operating
procedures, title reports or opinions are not obtained as a matter of course
until a determination has been made to commence drilling operations.
Accordingly, the Registrant bears the risk of loss resulting from any title
defects.
Employees
The Registrant presently has two officers, (1) Mr. Albert E. Whitehead, who
was appointed its Chairman of the Board in March 1998 and who devotes a
substantial part of his working time to the affairs of the Registrant but is
not compensated for such services, (2) Mr. Thomas R. Bradley, its President,
who devotes all of his working time to the affairs of the Registrant, and
(3) Mrs. Jane Bradley, Mr. Bradley's wife, who serves as corporate Secretary
and Treasurer of the Registrant, is not compensated for so serving, has no
active role and devotes a de minimis amount of time to the Registrant's
affairs. The Registrant has two employees, its President and a secretary.
ITEM 2. PROPERTIES
Jessup Property
Churchill County, Nevada
The Jessup Property consists of 130 unpatented mining claims (94 acquired
from Southwestern Gold U.S.A., Inc. in 1995 and 36 located by the Registrant
in 1996) covering approximately 2,200 acres in Churchill County, Jessup
Mining District, Nevada (collectively the "Jessup Property") which is
located approximately 60 miles northeast of Reno, Nevada. Access to the
property is by way of interstate highway from Reno, Nevada and then by dirt
road.
In December 1996 the Registrant executed a Heads of Agreement (the
"Agreement") with Echo Bay Exploration Inc. of Denver, Colorado, providing
for a five year exploration program on the Jessup Property to be conducted
by Echo Bay, as operator. The Agreement granted to Echo Bay the right to
earn an undivided fifty-one percent (51%) interest at any time during the
five (5) year period, in the Jessup Property by (i) expending Two Million
Dollars ($2,000,000) on or for the direct benefit of the Jessup Property
("Work Expenditures"); and (ii) making cash payments to the Registrant
totaling Seven Hundred Fifty Thousand Dollars ($750,000) (the "Cash
Payment"). The first cash payment of $50,000 was received by the Registrant
in January 1997. A second cash payment of $100,000 was received in November
1997.
During 1997 and the first quarter of 1998 Echo Bay had work expenditures
of approximately $880,000 on the property. This exploration included geologic
mapping and surface sampling and the drilling of 123 reverse circulation
exploration holes and 2 diamond drill core holes for metallurgical testing.
The total of this drilling was approximately 41,127 feet. Although Echo Bay
stated that it was encouraged by the results of its exploration of the Jessup
Property, in May 1998, Echo Bay elected to discontinue its exploration
program and concentrate its exploration efforts in the United States on a
limited number of projects. As Echo Bay terminated the joint venture
agreement prior to earning its interest in the property, under the terms
of the joint venture agreement, the Registrant retains its interest in
the Jessup Property and the amounts previously paid by Echo Bay.
The 94 leased mining claims in the Jessup property are governed by the
Mining Lease Agreement dated June 15, 1991 between Southwestern Gold
U.S.A., Inc., and Alexander von Hafften which covers 91 mining claims
(the "Hafften Lease"), and the Mining Lease Agreement dated July 15, 1992
between Southwestern Gold U.S.A., Inc., and Edmond F. Lawrence which
covers 3 mining claims (the "Lawrence Lease"). Each lease has a ten year
term with one ten year renewal option. If any portion of the claims under
the lease are placed into commercial production of minerals within the
first renewal term, that lease may be renewed for additional renewal terms
for so long as commercial production of minerals continues from that lease.
The leases are terminable by the Lessee on 30 days notice to the Lessor.
To maintain each lease, the following minimum advance royalty payments
must be made by May 15th of each year:
<TABLE>
AMOUNT OF PAYMENT
<CAPTION>
YEAR HAFFTEN LEASE LAWRENCE LEASE
<S> <C> <C> <C>
1999 $50,000 $6,000
2000 $50,000 $8,000
2001 $50,000 $8,000
</TABLE>
All Hafften and Lawrence lease payments are current through 1998.
The minimum advance royalty payments of $50,000 due with respect to the first
renewal term of the Hafften Lease will be increased for inflation. The
minimum advance royalty payments with respect to the Lawrence Lease will be
$10,000 for 2002 and for each year thereafter. In addition to minimum
advance royalty payments, the Lessee must pay the Lessor a royalty equal to
5% of net smelter returns less all advance royalty payments and must pay all
taxes assessed against the property during the term of the lease. The Lessee
must also pay applicable county, state and BLM annual fees to keep the
property in good standing unless the Lessee terminates the lease before May
1st of any year.
Indian Springs Prospect
Esmeralda County, Nevada
The Registrant owns 100% of the Indian Springs Prospect with covers 64
recorded claims on 1,280 acres. This prospect is located approximately six
miles west northwest of Goldfield, Nevada and is accessible by dirt road.
Nevada is one of the worlds largest gold producing regions and the Goldfield
District has produced gold, silver and copper since 1900. The Goldfield
District, though an old, mature, mining area, has become active again with
companies using modern exploration techniques. Within a 100 mile radius of
the Registrant's prospect in this area, there are numerous mines producing
gold, silver, lead and copper.
During 1995 the Registrant incurred approximately $63,000 in expenses in an
eight hole drill test program on four of the claims in this block. Six of
the holes hit anomalous gold mineralization in narrow low grade intervals
which were not of economic value. Additional anomalous gold values have been
found at the surface within the claim block and the Registrant believes
further mapping and sampling over the entire claim block may identify
targets for a drilling program. This prospect is without known reserves.
Gold Creek Prospect (a.k.a. Pioneer Project)
Powell County, Montana
The Gold Creek Prospect is in the historic Pioneer Gold Mining District of
Powell County, Montana and currently consists of 20 mining claims covering
400 acres. Surface geology and geochemical surveys completed on this prospect
in 1993 identified three target areas for exploratory drilling. No additional
exploration activities have been conducted on this prospect since that time.
Placer gold was produced in the valleys immediately downstream from this
prospect in the past and the proposed drilling and development work is
intended to locate the source for this gold, which the Registrant believes
may be within its claim block. No potential resource value has been assigned
to this prospect. The prospect is accessible by dirt road.
During 1992, the Registrant acquired the rights to a 3% net smelter run (NSR)
nonparticipating royalty interest in the gold mining prospect known as the
Gold Creek Prospect (formerly known as the Pioneer Project).
In 1996, the holder of this prospect reduced the number of mining claims
from 60 to 20 as it had not located an industry partner to explore this
prospect. In 1997 the Registrant received assignment of these claims from
the previous holder, whereby the Registrant became the operator of the
project. In consideration for this assignment, the Registrant agreed to pay
necessary BLM and county filing fees in 1997 to maintain these claims during
the 1998 assessment year and to pay the previous holder a 3% net smelter run
(NSR) non-participating royalty interest on production from the property,
if and when such production takes place.
Ikes Canyon Property
Nye County, Nevada
The Ikes Canyon Property consists of 31 unpatented mining claims covering
approximately 620 acres in Nye County, Northumberland Mining District,
Nevada. The Registrant has received and evaluated data with respect to
preliminary rock chip sampling and reconnaissance mapping of the property
conducted during 1995 to locate targets for a reverse circulation drilling
program. The prospect is accessible by dirt road.
Pancake Summit Property
White Pine County, Nevada
The Pancake Summit Property consists of 10 unpatented mining claims located
in White Pine County, Pancake Mining District, Nevada. An initial program
of geological mapping and sampling on the property was conducted by
Southwestern Gold.
Verlee Property
Humboldt County, Nevada
The Verlee Property consists of 13 unpatented mining claims located in
Humboldt County, Red Butte Mining District, Nevada. An initial program of
preliminary geological mapping and sampling was conducted by Southwestern
Gold. An additional program of mapping and sampling was conducted by the
Registrant during 1995 and targets for reverse circulation drilling have
been identified. The Prospect is accessible by dirt road.
ITEM 3. LEGAL PROCEEDINGS
The Registrant is not a party to any pending or threatened legal actions.
ITEM 4. SUBMISSION OF MATERS TO A VOTE OF SECURITY HOLDERS
Not applicable
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.
The Registrant's Common Stock was listed for trading effective December 21,
1992 by the OTC Bulletin Board and the National Quotation Bureau
"Pink Sheets". The Registrant's trading symbol for the OTC Bulletin Board is
"AREC". At the close of business on December 31, 1998, the holders of record
of the Registrant's Common Stock numbered 160. High and low bid prices for
the Registrant's Common Stock for each quarter within the fiscal years ending
December 31, 1998 and 1997 as reported by the OTC Bulletin Board and as
adjusted to reflect a one-for-three reverse split of the Registrant's Common
Stock which was effective June 27, 1996 were as follows:
<TABLE>
<CAPTION>
LOW BID HIGH BID
<S> <C> <C>
Quarter Ended March 31, 1997 0.2825 0.4375
Quarter Ended June 30, 1997 0.2500 0.5000
Quarter Ended September 30, 1997 0.0625 0.2812
Quarter Ended December 31, 1997 0.0750 0.2500
Quarter Ended March 31, 1998 0.0700 1.3000
Quarter Ended June 30, 1998 0.6875 1.0625
Quarter Ended September 30, 1998 0.4375 1.40625
Quarter Ended December 31, 1998 0.2813 0.6875
</TABLE>
Such quotations reflect inter-dealer prices, without retail mark-up, mark-
down or commission and may not represent actual transactions.
The Registrant has never paid any dividends and, due to the present nature
of its business activity, payment of dividends is not presently anticipated.
In 1998, the Registrant sold the following shares of common stock in private
placements exempt from registration under Section 4(2) of the Securities
Act of 1933, as amended, for the following consideration: (a) in March 1998,
the Registrant sold 1,375,000 shares of Common Stock to Mr. Whitehead for
an aggregate of $275,000 in cash, which amount was used to fund the
Registrant's acquisition of oil and gas leases on the Cheyenne River Prospect;
(b) in March 1998, the Registrant issued an aggregate of 566,000 to five
individuals as consideration for services performed and to be performed in
connection with the acquisition and exploration of the Cheyenne River
Prospect; (c) in April 1, 1998, the Registrant issued 133,333 shares to the
Albert E. Whitehead Living Trust upon conversion of a convertible promissory
note issued to such trust by the Registrant in September 1997; (d) in June
1998, the Registrant issued an aggregate of 533,332 shares of Common Stock
to Messrs. Whitehead and Plewes, directors of the Registrant, upon exercise
of previously issued stock options at an exercise price of $0.68 per share,
which provided $362,499 in additional working capital to the Registrant.
ITEM 6. PLAN OF OPERATION
As of December 31, 1998, the Registrant had approximately $74,000 in cash.
In March 1999, the Registrant borrowed $105,000 from Albert E. Whitehead
Living Trust pursuant to a promissory note due June 30, 1999 which bears
interest at the rate of 10% per annum (the "AEW Note"). The proceeds of
this loan were used to pay the annual lease rentals on the Cheyenne River
Prospect.
As of March 31, 1999, the Registrant had approximately $7,000 cash on hand,
which amount is not sufficient to fund the Registrant's continued operations.
In addition to the salaries of Mr. Bradley and his secretary, the
Registrant's material commitments consist of lease payments of $3,244 per
month, which payments have been guaranteed by Mr. Whitehead, and $56,000 in
annual lease payments due with respect to the Registrant's Jessup property.
Pending receipt of additional capital by the Registrant, Mr. Bradley has
agreed to suspend payment of his salary.
Mr. Whitehead has agreed to pay the Reigistrant's day-to-day operating
expenses including, without limitation, the monthly office lease payments
and the salary of the Registrant's secretary until the earlier to occur
of receipt of additional capital by the Registrant or June 30, 1999.
Amounts paid by Mr. Whitehead will be added to the principal of the AEW
Note. The Registrant is actively seeking either a buyer for the Jessup
property or an industry partner to finance the exploration of such
property. If the Registrant is not successful in selling such property,
locating a partner or raising additional capital by May 15, 1999, the
Registrant will be required to renegotiate the lease payment due with respect
to the Jessup Property to maintain its interest therein. Given the current
market for selling or financing mining properties, there can be no assurance
that a transaction could be effected in the time required.
If the Registrant is not successful in raising additional capital by June
30, 1999 or negotiating an extension of the commitment by Mr. Whitehead
beyond June 30, 1999, the Registrant's continued operation would depend
on its ability to sublet its office space, the continued cooperation
and support of Messrs. Whitehead and Bradley and its ability to raise
additional capital or locate an industry partner to pay the annual lease
rentals on, and the costs of exploring its Cheyenne River Prospect. Under
the terms of the agreement governing the Cheyenne River Prospect, as
amended, if the Registrant is unable to finance the cost of the first
well on the Cheyenne River Prospect by December 1, 1999, the Registrant
will be required to seek a buyer for the prospect. In such event, assuming
the parties are successful in locating a buyer for the prospect,
the Registrant would recover its costs in acquiring the prospect and would
receive 50% of any profits from the sale of the prospect in excess of
such costs. Given the present environment for selling oil and gas
prospects, there can be no assurance that a sale could be effected on
advantageous terms.
The Registrant has been actively engaged in discussions with numerous
sources of additional financing for the Registrant and parties which may
be interested in acquiring an interest in the Registrant's properties.
In March 1999, the Registrant engaged Oak Creek Capital, Inc., on a non-
exclusive basis, to assist the Registrant in locating an industry partner
to participate in the Cheyenne River Prospect. If Oak Creek Capital, Inc.
is successful in locating industry partners which invest in the prospect,
the Registrant has agreed to pay Oak Creek a fee of 6% of the transaction
amount. Although management believes the Registrant should be successful
in raising the additional capital required to continue its operations and/or
locating industry partners to assist in the cost of the exploration of its
properties, due to low prices for oil and gas and gold, the present
environment for financing and oil and gas or mining operation is extremely
difficult. There can be no assurance that the Registrant will be
successful in entering into arrangements with others to pay the costs of
exploring its properties or in raising the additional capital required to
continue its operations.
The Registrant funded its operations during 1998 through amounts received
from Echo Bay Exploration Inc. ("Echo Bay") a subsidiary of Echo Bay Mines
LTD., Denver, Colorado pursuant to a Heads of Agreement covering exploration
of its Churchill County, Nevada property (the "Jessup Property") and by
borrowing from, and stock issuances to, directors of the Registrant's in
September 1997, the Registrant borrowed $20,000 from the Albert E. Whitehead
Living Trust pursuant to the terms of a 6% Convertible Note due September 23,
1998. In November 1997, Echo Bay elected to continue its work program
during 1998 and paid an additional $100,000 to the Registrant. In March 1998,
the Registrant raised an additional $275,000 through the issuance of
1,375,000 shares of Common Stock to Mr. Whitehead and agreed to use
substantially all of the proceeds of this issuance of oil and gas leases
on the Cheyenne River Prospect. On April 1, 1998, the Albert E. Whitehead
Living Trust converted its note into shares of Common Stock of the
Registrant at a purchase price of $0.15 per share. In June 1998, Messrs.
Whitehead and Plewes, directors of the Registrant purchased an aggregate
of 533,332 shares of Common Stock upon exercise of previously issued stock
options at an exercise price of $0.68 per share, which provided $362,499
in additional working capital to the Registrant.
Although Echo Bay stated that it was encouraged by the results of its
exploration of the Jessup Property, in May 1998, Echo Bay elected to
discontinue its exploration program and concentrate its exploration efforts
in the United States on a limited number of projects. As Echo Bay
terminated the joint venture agreement prior to earning its interest
in the property, under the terms of the joint venture agreement, the
Registrant retains its interest in the Jessup Property and the amounts
previously paid by Echo Bay. The Registrant intends to seek a new industry
partner to continue the exploration of the Jessup Property or may elect to
sell such property if a transaction may be consummated on advantageous terms.
Exploration for mineral resources, such as gold, and for oil and gas, is
highly speculative and involves greater risks than many other businesses.
Mineral exploration and oil and gas drilling and development 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 1999. If the Registrant is successful in raising
additional capital, it will employ part-time or temporary persons and
consultants in situations where special expertise is required.
The Registrant relies on standard office computer hardware and software
equipment to run its operations. The Registrant has contacted the
suppliers of the hardware and software utilized by the Registrant and has
been verbally assured that the hardware and software is Year 2000
compliant. As the Registrant is not actively engaged in drilling or
mining operations, the Registrant is not currently dependent on any
additional computer hardware or software at this time. If the Registrant
is successful in raising the additional capital necessary to explore its
properties, the Registrant will seek to retain consultants to perform
such exploration and intends to inquire, prior to retaining such
consultants, as to the consultant's Year 2000 readiness. Although the
Registrant does not rely on computer hardware or software for its limited
operations at this time, given the pervasive nature of the Year 2000 issues,
there can be no assurance that the Registrant will not be adversely
affected by the failure of third parties to be Year 2000 compliant.
ITEM 7. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
AMERICOMM RESOURCES CORPORATION
INDEX TO FINANCIAL STATEMENTS
PAGE
<S> <C>
Independent Auditors' Report F-2
Balance Sheet - December 31, 1998 F-3
Income Statements - For the Years Ended
December 31, 1998 and 1997 F-4
Statements of Changes in Stockholders' Equity
For the Years Ended December 31, 1998 and 1997 F-5
Statements of Cash Flows - For the Years Ended
December 31, 1998 and 1997 F-6
Notes to Financial Statements F-7
All schedules are omitted as the required information is either inapplicable
or presented in the financial statements or accompanying notes.
</TABLE>
MAGEE RAUSCH & SHELTON, LLP
Certified Public Accountants
1856 East 15th Street
P. O. Box 4629
Tulsa, Oklahoma 74159
PH: 918-744-0191
FAX: 918 -744-5810
To the Board of Directors and Stockholders
Americomm Resources Corporation
Tulsa, Oklahoma
Independent Auditor's Report
We have audited the accompanying balance sheet of Americomm Resources
Corporation as of December 31, 1998 and the related statements of income,
changes in stockholders' equity (deficiency) and cash flows for the years
ended December 31, 1998 and 1997 respectively. These financial statements
are the responsibility of Americomm Resources Corporation's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Americomm Resources
Corporation at December 31, 1998, and the results of its operations and its
cash flows for the years ended December 31, 1998 and 1997 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 discussed in a note to the
financial statements, the company has suffered recurring losses from
operations that raise substantial doubt about its ability to continue as a
going concern. Management's plans in regard to those matters are also
described in the note. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Magee Raush & Shelton LLP
January 20, 1999
<TABLE>
AMERICOMM RESOURCES CORPORATION
BALANCE SHEET
DECEMBER 31, 1998
<CAPTION>
ASSETS
<S> <C>
Current Assets:
Cash and cash equivalents $ 74,225
Prepaid expenses 3,244
___________
Total Current Assets 77,469
___________
Investments in prospects 1,325,544
Property and equipment net of
accumulated depreciation of $1,039 13,516
Deposits 3,244
___________
1,342,304
___________
Total Asset $1,419,773
___________
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C>
Current Liabilities:
Accrued payroll taxes $ 2,684
__________
Total current liabilities $ 2,684
Stockholders' equity:
Common stock, $.001 par value;
authorized 50,000,000 shares,
13,879,589 shares outstanding,
with 132 shares held in treasury 13,879
Capital in excess of par value 2,066,529
Retained earnings (663,319)
__________
Total stockholders' equity $1,417,089
__________
$1,419,773
<FN>
See accountant's report and accompanying notes to financial statements.
</TABLE>
<TABLE>
AMERICOMM RESOURCES CORPORATION
INCOME STATEMENT
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
<CAPTION>
For the Years Ended December 31,
_______________________________
1998 1997
______________ ______________
<S> <C> <C>
Revenues:
Interest Income 6,504 568
______________ ______________
Total income 6,504 568
Costs and expenses:
General and administrative expenses 151,190 70,018
Interest expense 364 325
______________ ______________
Total costs and expenses 151,554 70,343
______________ ______________
Net income (loss) $ (145,050) $ (69,775)
______________ ______________
Net income (loss) per common share $ (.01) $ (.01)
______________ ______________
Weighted average number of common
shares outstanding 13,696,256 11,204,684
______________ ______________
<FN>
See accountants' report and accompanying notes to financial statements.
</TABLE>
<TABLE>
AMERICOMM RESOURCES CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
<CAPTION>
COMMON STOCK
_________________
Capital in
Par Excess of Retained
Shares Value Amount Par Value Earnings Total
____________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
BALANCES,
Jan. 1, 1997 11,204,724 .001 11,204 1,260,538 (448,494) 823,248
Net loss (69,775) (69,775)
__________ ____ _______ __________ _________ __________
BALANCES
Dec. 31, 1997 11,204,724 .001 $11,204 $1,260,538 $(518,269) $ 753,473
Net loss (145,050) (145,050)
Issuance of
Common Stock 2,074,999 .001 2,075 400,592 402,667
Exercise of
stock options 599,998 .001 600 405,399 405,999
__________ ____ _______ __________ _________ __________
BALANCES
Dec. 31, 1998 13,879,721 .001 $13,879 $2,066,529 $(663,319) $1,417,089
<FN>
See accountants' report and accompanying notes to financial statements.
</TABLE>
<TABLE>
AMERICOMM RESOURCES CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
<CAPTION>
For the Years Ended December 31,
____________________________________
1998 1997
_________________ ________________
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (145,050) $ (69,775)
Adjustments to reconcile net loss
to net cash provided by operating
activities:
Depreciation expense 1,039 0
Changes in operating assets and
liabilities:
Prepaid expenses (3,244) 350
Deposits (3,244) 0
Accounts payable (11,518) (56)
Accruals 2,359 325
_________________ ________________
Total adjustments (14,608) (619)
Net cash used by operating
activities $ (159,658) $ (69,156)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash payments for investments in
prospects (535,729) (26,987)
Cash payments for the purchase of
property and equipment (14,555) 0
Cash receipts under Heads of Agreement 0 150,000
________________ _________________
Net cash provided by (used in)investing
activities (550,284) 123,013
________________ _________________
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 680,999 0
Proceeds from note payable-related party 0 20,000
________________ _________________
Net cash provided(used) by financing
activities 680,999 20,000
________________ _________________
Net increase(decrease) in cash and cash
equivalents (28,943) 73,857
Cash and cash equivalents, beginning
of year 103,168 29,311
________________ _________________
Cash and cash equivalents, end of year $ 74,225 $ 103,168
Supplemental Disclosures
Interest expense paid $ 0 $ 0
________________ _________________
Income taxes paid $ 0 $ 0
________________ _________________
<FN>
See accountants' report and accompanying notes to financial statements.
</TABLE>
AMERICOMM RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General - Americomm Resources Corporation ("Company") was originally
incorporated in the State of Utah on the 22nd day of August 1983, as
Chambers Energy Corporation. On the 7th day of March 1985, the state
of incorporation was changed to Delaware by means of a merger with
Americomm Corporation, a Delaware corporation formed for the purpose
of effecting the said change. In July 1995, the Company changed its
name to Americomm Resources Corporation. The Company is involved in
oil and gas exploration and retains ownership of certain gold prospects.
Method of Accounting - Assets, liabilities, revenues and expenses are
recognized on the accrual method of accounting for financial statement
presentation.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reported period. Actual results could differ from those estimates.
Property and Equipment - Property and equipment are carried at cost.
Depreciation is computed using the straight-line method over the estimated
useful lives of the property and equipment. Expenditures for repairs and
maintenance are expensed as incurred.
Income Taxes - Temporary differences exist between the financial and tax
basis of assets relating to the revenue recognition on certain contracts.
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.
HEADS OF AGREEMENT
On December 1, 1996, the Company entered into an agreement with Echo Bay Mines
of Denver, Colorado ("Echo Bay") for the exploration of the Jessup gold
prospect. According to the terms of the agreement, Echo Bay could have
acquired a 51% joint venture interest in such property by paying the Company
$750,000 and completing $2,000,000 in exploration expenditures over the five
year period ending December 1, 2001. On May 5, 1998, Echo Bay officially
surrendered and terminated the Agreement.
INCOME TAXES
The Company has net operating loss carryovers of approximately
$603,000 that expire from the years 2000 to 2013.
The deferred tax assets related to these items are as follows:
<TABLE>
<S> <C>
Net operating loss carryover $185,000
Less valuation allowance 185,000
________
Net deferred tax asset $ 0
</TABLE> ________
CAPITAL STOCK
As outlined in these footnotes, the Company has outstanding options with
various parties to purchase its common stock. Due to the stock's market
price, these shares have not been included in the weighted average shares
computation.
OFFICE RENT
The Company leases office space under an operating lease which will expire
in 2003. The lease calls for monthly lease payments of $3,244 for years
one and two and then monthly lease payments of $3,569 for year three, and
$3,893 for years four and five. Future minimum lease payments are as
follows:
1999 $ 38,928
2000 38,928
2001 42,828
2002 46,716
2003 46,716
Rent expense for the year ended December 31, 1998 was $21,565.
STOCK OPTION PLAN
The Company has a stock option plan. Under the plan adopted in 1995, the
Company may grant options for up to 1,600,000 shares of common stock. The
compensation committee of the Board of Directors has sole discretion for
the granting of these options. The exercise price of these options is the
Fair Market Value on the date of grant.
A summary of the status of the Company's stock option plan as of December
31, 1998 and changes during the year then ended is presented below:
Outstanding shares at beginning of year 876,666
Shares granted 400,000
Shares exercised (600,000)
_________
Outstanding shares at end of year 676,666
_________
The following stock options are outstanding at December 31, 1998
<TABLE>
<CAPTION>
Year Shares Under
Granted Options Expiration
_______________________________________
<S> <C> <C> <C>
Officer/Employee 1995 66,666 6/14/05
Officer/Employee 1996 200,000 10/11/06
Others 1996 10,000 11/28/06
Officer/Employee 1998 100,000 7/09/08
Directors 1998 300,000 7/09/08
The effect of the exercising of these options has not been included in the
calculation of earnings per share.
</TABLE>
NONCASH INVESTING AND FINANCING ACTIVITIES:
During 1998, the Company invested $107,667 in an oil and gas prospect by
issuing 566,666 shares of the Company's common stock. Also during 1998,
the Company converted a note payable of $20,000 into 133,333 shares of the
Company's common stock.
GOING CONCERN:
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. The Company has suffered
recurring losses from operations and has limited liquid assets that
raise substantial doubt about its ability to continue as a going concern.
Recurring net losses have resulted in the reported deficit of retained
earnings of $663,319 on the balance sheet at December 31, 1998.
Management's plan in regard to this matter is to raise additional funds
through outside financing. As of the date of our report, the necessary
financing had not been obtained. The Company's continued existence is
dependent upon its ability to raise additional capital and/or to obtain
agreements with other to finance the exploration costs and the continued
commitments from its officers and directors.
ITEM 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES.
Not applicable.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The following table gives certain information concerning the directors and
executive officers of the Registrant. Each person shown as a director serves
for a one-year term and until his successor is elected and qualified and
each person shown as an officer serves at the discretion of the board of
directors.
<TABLE>
<CAPTION>
Name Age Position Officer Since Director Since
___ _____________ _____________ ______________
<S> <C> <C> <C> <C>
Albert E. Whitehead 69 Chairman of the
Board,Director March, 1998 December, 1991
Thomas R. Bradley (1) 75 President and
Director March, 1985 March, 1985
Jane Bradley (1) 75 Secretary/
Treasurer December, 1991 N/A
John C. Kinard 65 Director N/A June, 1998
George H. Plewes 59 Director N/A May, 1995
________________________________________
(1) The Bradley's are husband and wife
</TABLE>
Mr. Bradley has served as President of the Registrant since December 1991 and
served as Executive Vice President of the Registrant from March 1985 to
December 1991. Mr. Bradley is also the owner of Bradley & Associates
Marketing, a sole proprietorship consulting firm providing domestic and
foreign sales and marketing management services to small manufacturers. From
January 1987 to March 1990, Mr. Bradley was also a partner in Capstone
Communications, an industrial advertising agency.
Mrs. Bradley has not been employed for the past five years.
Mr. Whitehead has served as Chairman of the Board since March 1998. Mr.
Whitehead is an investor and formerly served as the Chairman and Chief
Executive Officer of Seven Seas Petroleum Inc., a publicly held company
engaged in international oil and gas exploration from February 1995 to
May 1997. From April 1987 through January 1995, Mr. Whitehead served as
Chairman and Chief Executive Officer of Garnet Resources Corporation, a
publicly held oil and gas exploration and development company.
Mr. Kinard has served as President of the Reumda Corporation, a private oil
and gas exploration company, since 1967. From 1990 through December 1995,
Mr. Kinard also served as President of Glen Petroleum, Inc., a private oil
and gas exploration company. Mr. Kinard has also served as the Chairman of
Envirosolutions UK Ltd., a private industrial wastewater treatment company
since 1990.
Mr. Plewes has served as Chairman of Southwestern Gold Corporation, Inc. since
1992 and as President of GHP Corporation, a private oil exploration and
production company in the United States, since 1990.
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth for each of the last three fiscal years
information concerning all compensation received by the Registrant's Chief
Executive Officer for all services rendered to the Registrant. No other
compensation was received by such person or by any other person for
services as an executive officer of the Corporation.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation
____________________________________
Long Term
Other Annual Compensation
Name & Principal Position Year Salary Compensation(2) Optons/SARs
_________________________ ____ __________ _______________ ______________
<S>
<C> <C> <C> <C>
Thomas R. Bradley 1998 $50,500 -0- 100,000
President (Chief Executive 1997 $36,000 -0-
Officer) 1996 $36,000 -0- 200,000
</TABLE>
Option Grants in Last Fiscal Year
The following table sets forth information regarding the grant of an option
in the last fiscal year to the Company's only executive officer and employee.
<TABLE>
<CAPTION>
Individual Grants
Number of
Securities
Underlying Options Granted Exercise or
Option to Employees in Base Price Expiration
Name Granted (1) Fiscal Year ($/Share) Date
<S> <C> <C> <C> <C>
_________________________________________________________________________
Thomas R. Bradley 100,000 100% 1.3750 9/24/08
</TABLE>
(1) This option was granted pursuant to the Registrant's 1995 Stock Option
Plan. The exercise price of the option was equal to or greater than the
fair market value of a share of the Registrant's Common Stock on the date
of grant and may be paid in cash or by delivery of shares of Common Stock
which have a fair market value on the date of exercise equal to the exercise
price. The option is fully exercisable and will remain exercisable for a
period of ten years and thirty days from the date of grant unless the
optionee resigns, retires or dies, in which case the right to exercise the
option is limited.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
The following table sets forth option exercise activity in the last
fiscal year and fiscal year-end option values with respect to the
Registrant's only executive officer.
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money Options
Options at FY-End (#) at FY-End ($)(1)
_____________________ ____________________
Shares
Acquired on Value
Name Exercise (1) Realized($) Exercis Unexercis Exercis Unexercis
<S> <C> <C> <C> <C> <C> <C>
Thomas R
Bradley - - 366,000 - N/A N/A
</TABLE>
(1) No value is set forth herein as the fair market value of a share of
Registrant's Common Stock at December 31, 1998 was less than the exercise
price of the stock options.
Director's Fees
During the fiscal year ended December 31, 1998, the Registrant granted
each director of the Corporation an option to purchase 100,000 shares of
the Registrant's Common Stock at an exercise price of $1.3750 per share.
No director's fees were paid during the fiscal year ended December 31, 1998.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows certain information, as of March 31, 1999,
concerning ownership of the Registrant's only class of outstanding securities,
common stock, by each of the Registrant's directors, and executive officers,
and by the Registrant's directors and executive officers as a group and by
other persons known to the Registrant to beneficially own more than five
percent thereof:
<TABLE>
<CAPTION>
Name and Address Amount and Nature
of Beneficial Owner of Beneficial Ownership Percent of Class
___________________ _______________________ ________________
<S> <C> <C>
Albert E. Whitehead 2,741,888 (2) 19.8%
2440 S. Terwilleger Blvd.
Tulsa, OK 74114
George H. Plewes 366,666 (3) 2.6%
The Regency
Margaret Suite
22 Cavendish Road
Pembroke HM19
Bermuda
Thomas R. Bradley 900,000 (4) 6.4%
6617 South New Haven
Tulsa, OK 74136
John C. Kinard 411,331 (5) 3.0%
240 Cook Street
Denver, CO 80206-0590
Directors and Executive Officers as a Group:
(4 persons) 4,419,865 (6) 31.8%
Other Five Percent Owners:
Southwestern Gold
Corporation 1,333,333 (7) 9.6%
P. O. Box 10102
#1650-701 West Georgia Street
Vancouver, B.C. V7Y 1C6
Canada
______________________________
(1) Except as set forth below, to the best of the Registrant's knowledge,
each beneficial owner has sole voting power and sole investment power. For
each individual, the beneficial ownership information set forth above includes
shares currently issuable upon exercise of outstanding stock options granted
to such individuals.
(2) Includes 246,889 shares owned by Mr. Whitehead's spouse in which he
disclaims any interest, and 100,000 shares issuable upon exercise of a vested
stock option.
(3) Includes 100,000 shares issuable upon exercise of a vested stock option.
Does not include shares beneficially owned by Southwestern Gold Corporation,
of which Mr. Plewes is the Chairman.
(4) Includes 366,666 shares issuable upon exercise of a vested stock option.
(5) Includes 150,000 shares owned by Mr. Kinard's spouse in which he disclaims
interest and 100,000 shares issuable upon exercise of a vested stock option.
(6) Includes shares issuable upon exercise of a vested stock option.
(7) Shares are held by Southwestern Gold U.S.A., Inc., a wholly-owned
subsidiary of Southwestern Gold Corporation.
</TABLE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
(a) Exhibits
Exhibit Page(s) of this Form or
Number Exhibit Description Report Previously Filed*
______ ___________________ ________________________
<S> <C> <C>
3 Articles of Incorporation, as
amended, and Bylaws
(a) Articles of Incorporation Form 10-QSB for quarter
as amended ended September 30, 1995
as filed November 6, 1995
(b) Bylaws as amended Form 10-QSB for quarter
ended March 31, 1998
as filed May 15, 1998
4 Instruments defining the rights of
security holders including
debentures
(a) Excerpts from Articles of Form 10-QSB for quarter
Incorporation as amended ended September 30, 1995
as filed November 6, 1995
(b) Excerpts from Bylaws as Form 10-QSB for quarter
amended ended March 31, 1998
as filed May 15, 1998
10 Material Contracts
(a) Letter Agreement, dated December Form 8-K
29, 1992 between American Gold filed January 21, 1993
Resources Corporation and the
Registrant
(b) Assignment of Exploration Form 8-K
Agreement dated effective filed January 21, 1993
December 30, 1992 (Executed
January 11, 1993) between the
Registrant and American Gold
Resources Corporation
(c) Exploration Agreement between Form 8-K
North Lily Mining Company and filed January 21, 1993
American Gold Resources
Corporation dated June 6, 1991
(d) Purchase Agreement by and among Form 10-QSB for the quarter
Southwestern Gold U.S.A., Inc., ended June 30, 1995 as filed
Southwestern Gold Corporation August 11, 1995
and the Registrant dated
May 19, 1995
(e) Mining Lease dated December 19, Form 10-KSB for the year
1995 between the Registrant and ended December 31, 1995
Robert A. Lufkin as filed March 29, 1996
(f) 1995 Stock Option Plan** Proxy Statement dated
June 13, 1995 as filed
June 14, 1995
(g) Form of Stock Option Agreement** Form 10-KSB for the year
ended December 31, 1995
as filed March 29, 1996
(h) Amendment to Letter Agreement Form 10-KSB for the year
dated December 29, 1992 between ended December 31, 1996
American Gold Resources as filed March 27, 1997
Corporation and the Registrant
(i) Heads of Agreement dated Form 10-KSB for the year
November 22, 1996 by and between ended December 31, 1996
Echo Bay Exploration Inc, and as filed March 27, 1997
the Registrant relating to the
Jessup Property
(j) Americomm Cheyenne River Form 10-QSB for quarter
Prospect Agreement by and ended June 30, 1998
among the Registrant, Fred as filed August 12, 1998
S. Jensen, Richard A. Bate,
A. R. Briggs and Thomas L.
Thompson
28 Common stock certificates Amendment No. 2 Form 10
Registration Statement filed
September 17, 1992
* Incorporated herein by reference
** Compensatory plan or arrangement
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of the
period covered by this report.
</TABLE>
AMERICOMM RESOURCES CORPORATION
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, thereto duly authorized.
AMERICOMM RESOURCES CORPORATION
Registrant
April 14, 1999 Thomas R. Bradley
DATE THOMAS R. BRADLEY
President and Chief Executive Officer
(Principal Executive Officer) and
Chief Financial Officer (Principal
Financial and Accounting Officer)
In accordance with the Exchange Act this report has been signed by the
following persons on behalf of the Registrant and in the capacities and on
the dates indicated.
April 14, 1999 Thomas R. Bradley
DATE THOMAS R. BRADLEY, Director
April 14, 1999 George H. Plewes
DATE GEORGE H. PLEWES, Director
April 14, 1999 A. E. Whitehead
DATE A. E. WHITEHEAD, Director
April 14, 1999 John C. Kinard
DATE JOHN C. KINARD, Director
Exhibit Page(s) of this Form or
Number Exhibit Description Report Previously Filed*
_______ ___________________ ________________________
3 Articles of Incorporation, as
amended, and Bylaws
(a) Articles of Incorporation Form 10-QSB for quarter
as amended ended September 30, 1995
as filed November 6, 1995
(b) Bylaws as amended Form 10-QSB for quarter
ended March 31, 1998
as filed May 15, 1998
4 Instruments defining the rights of
Security holders including
debentures
(a) Excerpts from Articles of Form 10-QSB for quarter
Incorporation as amended ended September 30, 1995
as filed November 6, 1995
(b) Excerpts from Bylaws as Form 10-QSB for quarter
amended ended March 31, 1998
as filed May 15, 1998
10 Material Contracts
(a) Letter Agreement, dated Form 8-K
December 29, 1992 between filed January 21, 1993
American Gold Resources
Corporation and the Registrant
(b) Assignment of Exploration Form 8-K
Agreement dated effective filed January 21, 1993
December 30, 1992 (Executed
January 11, 1993) between the
Registrant and American Gold
Resources Corporation
(c) Exploration Agreement between Form 8-K
North Lily Mining Company and filed January 21, 1993
American Gold Resources
Corporation dated June 6, 1991
(d) Purchase Agreement by and among Form 10-QSB for the quarter
Southwestern Gold U.S.A., Inc., ended June 30, 1995
Southwestern Gold Corporation as filed August 11, 1995
and the Registrant dated
May 19, 1995
(e) Mining Lease dated December 19, Form 10-KSB for the year
1995 between the Registrant and ended December 31, 1995
Robert A. Lufkin as filed March 29, 1996
(f) 1995 Stock Option Plan** Proxy Statement dated
June 13, 1995
as filed June 14, 1995
(g) Form of Stock Option Agreement** Form 10-KSB for the year
ended December 31, 1995
as filed March 29, 1996
(h) Amendment to Letter Agreement Form 10-KSB for the year
dated December 29, 1992 between ended December 31, 1996
American Gold Resources as filed March 27, 1997
Corporation and the Registrant
(i) Heads of Agreement dated Form 10-KSB for the year
November 22, 1996 by and between ended December 31, 1996
Echo Bay Exploration Inc., and as filed March 27, 1997
the Registrant relating to the
Jessup Property
(j) Americomm Cheyenne River Form 10-QSB for the quarter
Prospect Agreement by and Ended June 30, 1998
among the Registrant, Fred As filed August 12, 1998
S. Jensen, Richard A. Bate,
A. R. Briggs and Thomas L.
Thompson
28 Common stock certificates Amendment No. 2 Form 10
Registration Statement filed
September 17, 1992
* Incorporated herein by reference
** Compensatory plan or arrangement
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