UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 1999
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.)
15 E. 5th Street, Suite 4000, Tulsa, Oklahoma 74103-4346
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 587-8093
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 - 13,879,589 shares as of March 31, 1998.
<PAGE>
<TABLE>
PART I. - FINANCIAL INFORMATION
AMERICOMM RESOURCES CORPORATION
BALANCE SHEET
(Amounts in thousands, except per share data)
<CAPTION>
March 31, 1999
______________
<S> <C>
ASSETS
Current assets
Cash and cash equivalents $ 7,014
Prepaid expenses 3,244
______________
Total Current Assets 10,258
______________
Investments in prospects 1,454,189
Property & equip. net of accum. dep. of $1,564 12,991
Deposits 3,244
______________
Total property & equipment 1,470,424
TOTAL ASSETS $ 1,480,682
______________
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
<S> <C>
Current liabilities
Notes payable - Related party 105,000
Payroll taxes payable 276
______________
Total Current Liabilities 105,276
______________
Stockholders' equity (deficiency)
Common stock, $.001 par value;
authorized 50,000,000 shares
13,879,589 shares issued, of which 13,879
132 shares are held in Treasury
Capital in excess of par value 2,066,528
Retained earnings (663,318)
Net income (loss) ( 41,683)
______________
Total Stockholders' Equity 1,375,406
TOTAL LIABILITIES & EQUITY $ 1,480,682
<FN>
See accountants' report and accompanying notes to financial statements
</TABLE>
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<TABLE>
AMERICOMM RESOURCES CORPORATION
STATEMENT OF INCOME
FOR THE THREE MONTHS
ENDED MARCH 31, 1999 AND 1998
(Amounts in thousands, except per share data)
<CAPTION>
Three Months Three Months
Ended Ended
March 31, March 31,
1999 1998
____________ ____________
<S> <C> <C>
Revenues
Interest income $ 155 $ 764
____________ ____________
Total Income 155 764
____________ ____________
Costs and expenses
General and administrative
expenses 41,838 14,514
Interest expense 0 295
____________ ____________
Total Costs and Expenses 41,838 14,809
____________ ____________
Net Income (Loss) $ (41,683) $ (14,045)
Net Income (Loss)
per common share 0 0
Weighted average number of
common shares outstanding 13,879,589 13,146,258
<FN>
See accountants' report and accompanying notes to financial statements
</TABLE>
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<TABLE>
AMERICOMM RESOURCES CORPORATION
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS
ENDED MARCH 31, 1999 AND 1998
(Amounts in thousands)
<CAPTION>
Three Months Three Months
Ended Ended
March 31, March 31,
1999 1998
____________ ____________
<S> <C> <C>
Cash Flow From Operating Activities
Operations
Net income (loss) $ (41,683) $ (14,045)
Plus adjustments to reconcile
net income to net cash flows
from operating activities
Depreciation expense 525 0
Changes in operating assets
and liabilities
Accounts payable 0 (11,492)
Prepaid expenses 0 (350)
Accruals (2,408) 558
___________ ____________
Net cash provided (used)
by operating activities (43,566) (25,329)
Cash Flows From Investing Activities
Cash payments for investments in
prospects (128,645) (245,081)
___________ ____________
Net cash provided (used) by
investing activities (128,645) (245,081)
___________ ____________
Cash Flows From Financing Activities
Proceeds from issuance of common
stock 0 318,500
Proceeds from note payable - related
party 105,000 0
Repayment of note payable - related
party 0 0
____________ ____________
Net cash provided (used) by
financing activities 105,000 318,500
Net Increase(Decrease) in Cash and
Cash Equivalents (67,211) 48,090
Cash and Cash Equivalents,
beginning of year 74,225 103,168
____________ ____________
Cash and Cash Equivalents,
end of quarter $ 7,014 $ 151,258
<FN>
See accountants' report and accompanying notes to financial statements
</TABLE>
<PAGE>
AMERICOMM RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999
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 three months
ended March 31, 1999 may not be indicative of the results that may be
expected for the year ending December 31, 1999. 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, 1998.
2. Summary of Significant Accounting Policies
Mining and oil and gas properties - The Company uses the successful
efforts method of accounting for its mining and oil and gas 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.
3. Income Taxes
As of December 31, 1998, the Company has tax net operating loss
carryforwards totaling approximately $603,000. If not used, these
carryforwards will expire in the years 2000 to 2013.
AMERICOMM RESOURCES CORPORATION
PLAN OF OPERATION
All statements other than statements of historical fact contained herein
are forward-looking statements. The forward-looking statements were
prepared on the basis of certain assumptions which relate, among other
things, to costs expected to be incurred in the acquisition, exploration
and development of the Company's properties. Even if the assumptions on
which the projections are based prove accurate and appropriate, the actual
results of the Company's operations in the future may vary widely from the
financial projections due to unforseen engineering, mechanical or
technological difficulties in drilling wells, general economic conditions,
increased competition, changes in government regulation or intervention
in the oil and gas or mining industries, and other risks described in the
Company's filings with the Securities and Exchange Commission. Accordingly,
the actual results of the Company's operations in the future may vary
widely from the forward-looking statements included herein.
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 Registrant'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. In May 1999, the Registrant and the lessors of the Jessup
Property agreed to extend the due date for the next annual lease payment
for the Jessup Property to August 15, 1999. To maintain its interest in
the Jessup Property, by July 15, 1999, the Registrant will be required
to renegotiate the terms of its agreement with the lessors of the Jessup
Property, locate a partner or a buyer for such property or raise additional
capital to finance the annual rental payments. 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 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 operations 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. 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 to fund its acquisition
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
retained its interest in the Jessup Property and the amounts previously
paid by Echo Bay.
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.
Year 2000 Issues
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.
PART II - OTHER INFORMATION
Item #5 Other Information - NONE
Item #6 Exhibits and Reports on Form 8-K
a. Exhibits
(1) Promissory Note dated March 15, 1999 issued to Albert
E. Whitehead Living Trust.
b. Reports on Form 8-K - The Registrant has not filed, during
the quarter for which this report is filed, a Form 8-K.
c. 27-Financial Data Schedule
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
May 14, 1999 Thomas R. Bradley
Date Thomas R. Bradley
President & CEO
May 14, 1999 Thomas R. Bradley
Date Thomas R. Bradley
Principal Financial and Accounting
Officer
Americomm Resources Corporation
15 E. 5th Street, Suite 4000
Tulsa, Oklahoma 74103-4346
PROMISSORY NOTE
Maker: Americomm Resources Corporation Date of Note:
15 E. 5th Street, Suite 4000 March 15, 1999
Tulsa, Oklahoma 74103-4346
Maturity Date:
June 30, 1999
Amount of Note:
$105,000 + 10% interest at
Maturity Date + additional
amounts of accrued corporate
operating expenses paid by
A. E. Whitehead
This note, drawn in favor of Albert E. Whitehead Living Trust, Albert
E. Whitehead, Trustee, in the amount of $105,000 plus 10% interest, is due
and payable June 30, 1999. At his option, A. E. Whitehead may elect to
extend the maturity date or otherwise modify the payment terms. A. E.
Whitehead further agrees to pay certain corporate operating expenses to be
added to the original amount of this note under the same terms.
The proceeds of this loan will be used by Americomm Resources Corporation
to pay rentals on Federal leases due April 1, 1999, for its Cheyenne River
Prospect in Wyoming.
Americomm Resources Corporation
Albert E. Whitehead, Trustee Thomas R. Bradley, President & CEO
Albert E. Whitehead Living Trust
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Dec-31-1999
<PERIOD-START> Jan-01-1999
<PERIOD-END> Mar-31-1999
<CASH> 7,014
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,258
<PP&E> 1,470,424
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,480,682
<CURRENT-LIABILITIES> (105,276)
<BONDS> 0
0
0
<COMMON> 13,879
<OTHER-SE> 2,066,528
<TOTAL-LIABILITY-AND-EQUITY> 1,480,682
<SALES> 155
<TOTAL-REVENUES> 155
<CGS> 0
<OTHER-EXPENSES> 41,838
<TOTAL-COSTS> 41,838
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (41,683)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
