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 Act of
1934
For the quarterly period ended JUNE 30, 2000
Commission file number 0-20193
AMERICOMM RESOURCES CORPORATION
(Exact name of small business issuer 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, OK 74103-4346
(Address of principal executive offices) (Zip Code)
(Issuer's telephone number) (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.
[X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Common Stock, $.001 Par Value - 14,879,589 shares as of June 30, 2000.
<TABLE>
PART I. FINANCIAL INFORMATION
AMERICOMM RESOURCES CORPORATION
BALANCE SHEET
(Amounts in thousands, except per share data)
<CAPTION>
JUNE 30, 2000
______________
<S> <C>
ASSETS
Current assets
Cash and cash equivalents $ 131,598
_____________
Total current assets 131,598
_____________
Investments in prospects 854,609
Property & equipment net of accumulated
depreciation of $4,480 10,075
_____________
Total property & equipment 864,684
_____________
TOTAL ASSETS $ 996,282
_____________
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
<S> <C>
Current liabilities
Notes payable - related party 282,754
Accrued payroll 55,395
Payroll taxes payable 576
Other accrued expenses 13,676
____________
Total current liabilities 352,401
____________
Stockholders' equity
Common stock, $.001 par value;
authorized 50,000,000 shares
14,879,589 shares issued, of which
132 shares are held in Treasury 14,880
Capital in excess of par value 2,365,528
Retained earnings (1,654,222)
Net income (loss) ( 82,305)
___________
Total stockholders' equity 643,881
___________
TOTAL LIABILITIES AND EQUITY $ 996,282
___________
<FN>
See accountants' report and accompanying notes to financial statements.
</TABLE>
<TABLE>
AMERICOMM RESOURCES CORPORATION
STATEMENT OF INCOME
FOR THE SIX MONTHS
ENDED JUNE 30, 2000 AND 1999
(Amounts in thousands, except per share data)
<CAPTION>
Six Months Six Months
Ended Ended
June 30, June 30,
2000 1999
____________ ____________
<S> <C> <C>
Revenues
Interest income $ 1,721 $ 155
Income-miscellaneous 91 0
Disposal of assets 0 (498,647)
____________ ____________
Total income 1,812 (498,492)
____________ ____________
Costs and expenses
General and administrative
Expenses 84,117 69,075
Interest expense 0 0
___________ ____________
Total costs and expenses 84,117 69,075
___________ ____________
Net income (loss) $ (82,305) $ (567,567)
___________ ____________
Net income (loss)
per common share 0 0
___________ ____________
Weighted average number of
common shares outstanding 14,879,589 13,879,589
___________ ____________
<FN>
See accountants' report and accompanying notes to financial statements
</TABLE>
<TABLE>
AMERICOMM RESOURCES CORPORATION
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS
ENDED JUNE 30, 2000 AND 1999
(Amounts in thousands)
<CAPTION>
Six Months Six Months
Ended Ended
June 30, June 30,
2000 1999
____________ ____________
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Operations
Net income (loss) $ (82,305) $ (567,567)
Adjustments to reconcile net
loss to net cash provided
By operating activities
Depreciation expense 1,363 1,050
Disposal of assets 0 498,647
Changes in operating assets
and liabilities
Accounts payable 3,244 0
Prepaid expenses 3,244 0
Deposits 0 0
Accruals (56) (3,000)
___________ ___________
Net cash provided (used)
by operating activities (74,510) (70,870)
___________ ___________
CASH FLOWS FROM INVESTING ACTIVITIES
Cash payments for investments
in prospects (127,045) (148,406)
Cash payment for the purchase of
property & equipment 0 0
___________ ___________
Net cash provided (used)
by investing activities (127,045) (148,406)
___________ ___________
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 200,000 0
Proceeds from note payable -
related party 110,000 146,058
Repayment of note payable -
related party 0 0
___________ ___________
Net cash provided (used) by
Financing Activities 310,000 146,058
___________ ___________
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 108,445 (73,218)
CASH AND CASH EQUIVALENTS,
beginning of year 23,153 74,225
___________ ___________
CASH AND CASH EQUIVALENTS,
end of quarter $ 131,598 $ 1,007
___________ ___________
<FN>
See accountants' report and accompanying notes to financial statements
</TABLE>
AMERICOMM RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
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, 2000 may not be indicative of the results that may be expected for the
year ending December 31, 2000. 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, 1999.
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, 1999, the Company has tax net operating loss carryforwards
totaling approximately $694,000. If not used, these carryforwards will
expire in the years 2000 to 2018.
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 unforeseen engineering, mechanical or technological difficulties in
drilling wells, general economic conditions, increased competition, changes
in government regulation or intervention in the oil and gas
industry, 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 July 28, 2000, the Registrant had approximately $122,150 cash on hand,
which amount includes the proceeds of a $200,000 private placement of its
common stock which was effected on April 4, 2000. The Registrant expects
that its cash on hand will be sufficient to fund its operations for 12 months.
The Registrant's material commitments consist of annual lease payments on the
Cheyenne River Prospect of approximately $144,000, of which $132,000 were
paid through July 2000 with the proceeds of a loan described below.
Additional commitments consist of office lease payments of $3,400 per month.
In January 2000 the Registrant sublet a portion of its office space at
$1,000.00 per month. Mr. Whitehead serves as an executive officer of the
Registrant without compensation. Pending receipt of additional capital by
the Registrant, Mr. Bradley suspended his salary during 1999 and, effective
January 1, 2000, agreed to serve as an executive officer without
compensation. The Registrant has a recorded an accrued liability of
$55,395.00 as of December 31, 1999 which represents the amount of Mr.
Bradley's suspended salary payments during 1999.
The Registrant funded its operations in 1999 from the proceeds of a
$100,000 private placement of shares of its common stock to one accredited
investor and by borrowing from the Albert E. Whitehead Living Trust (the
"AEW Trust"). In March 1999, the Registrant borrowed $105,000 from Albert
E. Whitehead Living Trust pursuant to a promissory note due March 15, 2000
which bears interest at the rate of 10% per annum (the "AEW Note"). The
proceeds of this loan were used to pay lease rentals on the Cheyenne River
Prospect. The AEW Trust also paid the Registrant's day-to-day operating
expenses from April through September 1999 including, without limitation,
the monthly office lease payments and the salary of the Registrant's
secretary. Amounts paid by Mr. Whitehead were added to the
principal of the AEW Note which was $172,754.00 as of December 31, 1999 and
$185,508 as of March 15, 2000. On March 15, 2000, the Registrant issued a
convertible promissory note due March 15, 2001 in the principal amount of
$295,508 to the AEW Trust, which note bears interest at the rate of 10% per
annum and is convertible into shares of the Registrant's common stock at the
price of $0.4370 per share, which represented the market price of the
Registrant's common stock on such date. The convertible note was issued
to the AEW Trust in consideration of the surrender of the original AEW Note
and the advancement of an additional $110,000 to the Registrant by the AEW
Trust. The proceeds of this additional loan were used to pay lease rentals
on the Cheyenne River Prospect.
On April 4, 2000, the Registrant sold 666,666 shares of its Common Stock at a
purchase price of $200,000 to one accredited investor in a private placement
under Section 4(2) of the Securities Act. The Registrant intends to use the
proceeds of this offering for working capital purposes. 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,
for 120 days, to assist the Registrant in locating an industry partner to
participate in the Cheyenne River Prospect. This engagement expired and
was renewed for an additional 120 day period in January 2000. This
renewed engagement expired on May 10, 2000. There can be no
assurance that the Registrant will be successful in locating industry
partners to pay the costs of exploring its properties or in raising the
additional capital required to continue its operations.
If the Registrant is not successful in raising additional capital, the
Registrant's continued operations would depend on 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 November 15, 2000, the
Registrant will be required to obtain an additional extension of this date
or 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.
In July 1999 the Registrant notified the lessors of 94 of the claims in its
Jessup gold exploration property in Nevada, that it was canceling its lease
agreement with them. In August 1999, the Registrant transferred its interest
in the Verlee and Pancake Summit properties in Nevada to third parties by
quitclaim deed in exchange for a 1% net smelter interest in those properties.
In August the Registrant relinquished the remainder of its gold exploration
properties to concentrate its activities on its Cheyenne River Prospect.
As a result of the cancellation of the leases on the Registrant's gold
exploration property located in Churchill County, Nevada (the "Jessup
Property"), the transfer of its interests in the Verlee and Pancake Summit
Prospects and the decision to relinquish its other gold exploration
properties, the Registrant wrote off $793,266.37 of its assets as of
September 30, 1999.
Exploration for oil and gas, is highly speculative and involves greater risks
than many other businesses. Oil and gas drilling and development is
frequently marked by 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 2000. 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.
PART II - OTHER INFORMATION
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(1) Convertible note dated March 15, 2000 issued to Albert
E. Whitehead Living Trust. Filed herewith
(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
In accordance with the requirements of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERICOMM RESOURCES CORPORATION
Registrant
July 28, 2000
Date: Thomas R. Bradley
Thomas R. Bradley
President
July 28, 2000
Date: Thomas R. Bradley
Thomas R. Bradley
Principal Financial and Accounting
Officer
