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, 1999.
[ ] 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 $890.
The aggregate market value of the voting stock held by non-affiliates on
March 20, 2000 was approximately $3,707,596. On such date, the
average bid price for the Registrant's Common Stock was $0.40625 per share.
State the number of shares outstanding of each of the issuer's classes of
common equity, as of March 20, 2000. 14,212,923
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"
or the "Company"), 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 asset
is 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 explore its Cheyenne River Prospect. If a transaction
with respect to this property is not consummated, and additional capital is
not available, the Registrant will be required to renegotiate its exploration
agreements to maintain its interest therein or seek a buyer for the prospect.
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, unforeseen engineering,
mechanical or technological 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,
the effects of governmental and environmental regulation and general 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 approximately 102,000
acres of oil and gas leases covering the prospect.
The Registrant has no income producing property and its principal asset,
the Cheyenne River Prospect, is substantially unexplored. 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. During 1999, the Registrant was
actively engaged in discussions with numerous sources of additional
financing for the Company and with parties which may be interested in
acquiring an interest in the Cheyenne River Prospect. The Registrant
also engaged Oak Creek Capital, Inc., on a non-exclusive basis, to assist
the Company in locating an industry partner or in completing a financing.
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 explore the Cheyenne River Prospect.
Under the original terms of the Company's agreements relating to the
Cheyenne River Prospect, the Registrant was required to drill the first
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. The Registrant's joint venture partners
agreed to extend the time period for the drilling of the first exploratory
well to August 15, 2000.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 or seek a further extension. If the Registrant is required to,
and is 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.
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.
Risks Inherent in Oil and Gas Exploration. Exploration for oil
and gas is highly speculative and involves greater risks than many other
businesses. The odds against discovering commercially exploitable
hydrocarbons 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 at substantial costs can determine whether
commercial development of the properties is feasible. Oil and gas drilling
is 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 technology which can drill underbalanced wells horizontally thousands of
feet into fractured reservoirs. The Registrant believes horizontal drilling,
while more costly than conventional drilling methods, could yield
substantial and economic reserves. However, 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 and achieve profitability.
The Registrant's operations are subject to the substantial operating hazards
and risks normally incident to exploring for and developing oil and gas,
such as encountering unusual or unexpected formations, interruptions due
to adverse weather conditions, unforeseen technical difficulties and
equipment breakdowns. The Registrant's oil and gas properties are subject
to all 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. Prior to commencement of drilling
the Registrant intends to obtain insurance coverage which is customary
for companies engaged in similar operations. However, the Registrant
may not be fully insured against all possible risks.
GOLD MINING PROSPECTS. Over the past seven years, the Registrant acquired
interests in, and conducted surface geology, mapping, sampling and staking
of claims on, six gold mining prospects. In or before August 1999 the
Registrant relinquished its interest in all of its gold mining prospects,
but Retained a 1% net smelter interest in two of the properties by
quitclaim deed to third parties.
For a more particular description of the properties held by the Registrant,
see "Item 2. PROPERTIES".
Competition
The oil and gas business 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.
Markets; Price Volatility
The market price of oil and gas 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.
The Registrant's future profitability will depend substantially upon
the prevailing prices for oil and gas. The market price for oil and gas
during the latter part of 1998 and the early part of 1999 was significantly
lower than the current price. If the market price for oil and gas is
significantly depressed in the future, it could have a material adverse
effect on the Registrant's ability to raise the additional capital
necessary to finance its operations and to explore the Cheyenne River
Prospect. Lower oil and gas prices may also reduce the amount of oil
and gas, if any, that can be produced economically from the Registrant's
properties.
Regulation
The oil and gas industry is 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.
Legislation effecting the oil and gas industry is under constant review for
amendment or expansion, frequently increasing the regulatory burden.
Numerous departments and agencies, both federal and state, are authorized
by statute to issue, and have issued, rules and regulations applicable to
the oil and gas industry that are often difficult and costly to comply with
and that may carry substantial penalties for failure to comply. The
regulations also generally specify, among other things, the extent to which
acreage may be acquired or relinquished, permits necessary for drilling
of wells, spacing of wells, measures required for preventing waste of oil
and gas resources and, in some cases, rates of production. The heavy and
increasing regulatory burdens on the oil and gas industry increase the
costs of doing business and, consequently affect profitability.
A substantial portion of the leases which constitute the Cheyenne River
Prospect are granted by the federal government and administered by the
Bureau of Land Management ("BLM") and the Minerals Management Service
("MMS") of the U.S. Department of the Interior, both of which are federal
agencies. Such leases are issued through competitive bidding, contain
relatively standardized terms and require compliance with detailed BLM and
MMS regulations and orders (which are subject to change by the BLM and the
MMS). Leases are also accompanied by stipulations imposing restrictions on
surface use and operations. Operations to be conducted by the Company on
federal oil and gas leases must comply with numerous regulatory restrictions,
including various nondiscrimination statutes. Federal leases also generally
require a complete environmental impact assessment prior to the authorization
of an exploration or development plan.
The Registrant's oil and gas properties and operations are subject to
numerous federal, state and local laws and regulations relating to
environmental protection. These laws govern, among other things, the
amounts and types of substances and materials that may be released into
the environment, the issuance of permits in connection with exploration,
drilling and production activities, the release of emissions into the
atmosphere, the discharge and disposition of generated waste materials,
the reclamation and abandonment of wells and facility sites and the
remediation of contaminated sites. These laws and regulations may
impose substantial liabilities for the Company's failure to comply with
them or for any contamination resulting from the Company's operations.
In addition, the Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA"), also known as the "Superfund" law, imposes
liability on certain classes of persons that are considered responsible
for the release of a "hazardous substance" into the environment, without
regard to fault or to the legality of the original conduct.
The persons include the owner or operator of the disposal site where
the release occurred and companies that disposed or arranged for the
disposal of hazardous substances found at the site. Persons who are or
were responsible for releases of hazardous substances under CERCLA may
be subject to joint and several liability for the costs of cleaning up
the damages to natural resources, and it is not uncommon for neighboring
landowners and other third parties to file claims for personal injury,
property damage and recovery of response costs allegedly caused by the
hazardous substances released into the environment. The Federal Resource
Conservation and Recovery Act and comparable state statues regulate
the storage, treatment and disposal of wastes, including hazardous
wastes.
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, 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 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 properties consist of oil and gas lease prospects on
federal, state and fee land in the Powder River Basin of Wyoming.
Registrant's leases are predominately federal leases bearing 10 year
terms. The balance are state and fee leases with 5 year terms.
Employees
The Registrant presently has three officers, (1) Mr. Albert E. Whitehead,
Chairman of the Board and Chief Executive Officer who devotes a
substantial part of his working time to the affairs of the Registrant,
(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.
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.
ITEM 2. PROPERTIES
Cheyenne River Prospect
Powder River Basin, Wyoming
The Cheyenne River Prospect consists of approximately 102,000 acres of
federal, state and fee leases within Campbell, Converse, Niobrara and
Weston Counties in Wyoming. The Cheyenne River Prospect consists of
gently rolling ranch land with a substantial network of ranch roads which
permit easy access. The prospect is located in a mature producing area
with an established pipeline and service network.
Numerous wells were drilled within the project area in the 1970's with
initial potential flowing rates in the range of 200 to 1,500 barrels of oil
per day. Management believes that these wells may identify a fractured
reservoir with the potential for significant oil and gas production.
Management seeks to employ horizontal drilling technology to test the
reservoir. Horizontal drilling technology has been used successfully to
develop fractured oil bearing formations worldwide. The Registrant is
seeking an industry partner to drill a test well on the prospect, using
this new technology, to earn an interest in the project.
ITEM 3. LEGAL PROCEEDINGS
The Registrant is not a party to any pending or threatened legal actions.
ITEM 4. SUBMISSION OF MATTERS 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, 1999, 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, 1999 and 1998 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, 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
Quarter Ended March 31, 1999 0.2500 0.3750
Quarter Ended June 30, 1999 0.2500 0.3125
Quarter Ended September 30, 1999 0.2500 0.6563
Quarter Ended December 31, 1999 0.2812 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 September 1999 the Registrant received $100,000 in new working capital
Through a private placement, under section 4(2) of the Securities Act of
1933, of 333,333 shares of its Common Stock to one accredited investor.
ITEM 6. PLAN OF OPERATION
As of April 4, 2000, the Registrant had approximately $204,500 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 $138,000, of
which $104,000 were paid in March 2000 with the proceeds of a loan described
below. Additional commitments consist of office lease payments of
$3,400 per month, which payments have been guaranteed by Mr. Whitehead
and the salary of one secretary. 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 $56,027.00 as of December 31, 1999
which represents the amount of Mr. Bradley's suspended salary payments
during 1999.
The Registrant has 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 reprsented 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 January 2000. There can be no assurance that the Registrant
will be successful in locating industry partners to pay the costs of
exploring it 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 August 15, 2000, the
Registrant will be required to obtain an additional extension of this date
or 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.
In July 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 relinquised 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.
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 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.
Exploration for oil and gas is highly speculative and involves greater
risks than many other businesses. Oil and gas 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 2000. If the Registrant is successful in raising
additional captial, it will employ part-time or temporary persons and
consultants in situations where special expertise is required.
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, 1999 F-3
Income Statements - For the Years Ended
December 31, 1999 and 1998 F-4
Statements for Changes in Stockholders' Equity
For the Years Ended December 31, 1999 and 1998 F-5
Statements of Cash Flows - For the Years Ended
December 31, 1999 and 1998 F-6
Notes to Financial Statements F-7
All schedules are omitted as the required information is either
inapplicable or presented in the finacial statements or accompanying
notes
</TABLE>
MAGEE RAUSCH & SHELTON, LLP
Certified Public Accountants
1856 East 15th Street
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, 1999 and the related statements of income,
changes in stockholders' equity (deficiency) and cash flows for the years
ended December 31, 1999 and 1998 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, 1999, and the results of its operations and its
cash flows for the years ended December 31, 1999 and 1998 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 25, 2000
<TABLE>
AMERICOMM RESOURCES CORPORATION
BALANCE SHEET
DECEMBER 31, 1999
<CAPTION>
ASSETS
<S> <C>
Current Assets:
Cash and cash equivalents $ 23,153
Prepaid expenses 3,244
___________
Total Current Assets 26,397
___________
Investments in prospects 727,564
Property and equipment net of
accumulated depreciation of $3,118 11,437
Deposits 3,244
___________
742,245
___________
Total Asset $768,642
___________
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C>
Current Liabilities:
Accrued payroll taxes and payroll
taxes $ 56,027
Accrued interest - related party 13,676
Note payable - related party 172,752
_________
Total current liabilities $242,455
Stockholders' equity:
Common stock, $.001 par value;
authorized 50,000,000 shares,
14,212,923 shares outstanding,
with 132 shares held in treasury 14,212
Capital in excess of par value 2,166,196
Retained earnings (deficit) (1,654,221)
__________
Total stockholders' equity $526,187
__________
$768,642
<FN>
See accountant's report and accompanying notes to financial statements.
</TABLE>
<TABLE>
AMERICOMM RESOURCES CORPORATION
INCOME STATEMENT
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<CAPTION>
For the Years Ended December 31,
_______________________________
1999 1998
______________ ______________
<S> <C> <C>
Revenues:
Interest Income 890 6,504
______________ ______________
Total income 890 6,504
Costs and expenses:
General and administrative expenses 184,850 151,190
Disposal of assets 793,266 0
Interest expense 13,676 364
______________ ______________
Total costs and expenses 991,792 151,554
______________ ______________
Net income (loss) $ (990,902) $ (145,050)
______________ ______________
Net income (loss) per common share $ (.07) $ (.01)
______________ ______________
Weighted average number of common
shares outstanding 13,962,921 13,696,256
______________ ______________
<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, 1999 AND 1998
<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, 1998 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
Net loss (990,902) (990,902)
Issuance of
Common Stock 333,334 .001 333 99,667 100,000
__________ ____ _______ __________ _________ __________
BALANCES
Dec. 31, 1999 14,213,055 .001 $14,212 $2,166,196 $(1,654,221)$ 526,187
<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, 1999 AND 1998
<CAPTION>
For the Years Ended December 31,
____________________________________
1999 1998
_________________ ________________
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (990,902) $ (145,050)
Adjustments to reconcile net loss
to net cash provided by operating
activities:
Depreciation expense 2,079 1,039
Disposal of Assets 793,266 0
Changes in operating assets and
liabilities:
Prepaid expenses 0 (3,244)
Deposits 0 (3,244)
Accounts payable 0 (11,518)
Accruals 67,019 2,359
_________________ ________________
Total adjustments 862,364 (14,608)
Net cash used by operating
activities $ (128,538) $ (159,658)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash payments for investments in
prospects (195,286) (535,729)
Cash payments for the purchase of
property and equipment 0 (14,555)
________________ _________________
Net cash provided by (used in)investing
activities (195,286) (550,284)
________________ _________________
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 100,000 680,999
Proceeds from note payable-related party 172,752 0
________________ _________________
Net cash provided(used) by financing
activities 272,752 680,999
________________ _________________
Net increase(decrease) in cash and cash
equivalents (51,072) (28,943)
Cash and cash equivalents, beginning
of year 74,225 103,168
________________ _________________
Cash and cash equivalents, end of year $ 23,153 $ 74,225
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, 1999 AND 1998
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.
Basis 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. When assets are retired or
otherwise disposed of, the cost and related accumulated depreciation are
removed from the accounts, and any resulting gain or loss is reflected
in income for the period. The cost maintenance and repairs is charged
to income as incurred, whereas significant renewals and betterments are
capitalized and deduction is made for retirements resulting from the
renewals or betterments. Depreciation expense was $2,079 and $1,039 for
the years ended December 31, 1999 and 1998, respectively.
Income Taxes - The Company accounts for income taxes in accordance with the
Asset and liability method of accounting for income taxes set forth in
Statement of Financial Accounting Standards No. 109, Accounting for Income
Taxes. Under the asset and liability method of Statement 109, deferred tax
Assets and liabilities are recognized for the future tax consequences
Attributable to differences between the financial statement carrying
Amounts of existing assets and liabilities and their respective tax bases
and operating loss and tax credit carry forwards. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
the taxable income in the years in which those temporary differences are
expected to be recovered or settled. Under Statement 109, the effect on
deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date.
Cash and Cash equivalents - For purposes of the statement of cash flows,
The Company considers all cash in checking or savings accounts to be cash
Equivalents.
NOTE PAYABLE - RELATED PARTY:
As of December 31, 1999, the Company had a note payable of $172,752 to a
Director, including the original amount of the note of $105,000 and
Additional amounts of $67,752 of accrued operating expenses paid by the
Director. Interest is accrued at 10 percent per annum and will be paid
upon maturity of the note on March 15, 2000. Accrued interest as of
December 31, 1999 was $13,676.
DISPOSAL OF ASSETS:
The Company relinquished its rights and terminated any remaining obligations
Under the lease agreements of its various gold prospects, in order to
Concentrate its resources on its oil and gas prospects. The disposal of the
Gold prospects resulted in a loss of $793,266 for the year ended December
31, 1999.
INCOME TAXES
The Company has net operating loss carryovers of approximately
$694,000 that expire from the years 2000 to 2018.
The deferred tax assets related to these items are as follows:
<TABLE>
<S> <C>
Net operating loss carryover $278,000
Less valuation allowance 278,000
________
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.
OPERATING LEASE:
The Company leases office space under an operating lease agreement with
An unrelated party 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:
2000 $ 40,877
2001 44,769
2002 46,716
2003 23,358
Rent expense for the year ended December 31, 1999 and 1998 was $38,930 and
$21,565, respectively.
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. The following stock options are
Outstanding at December 31, 1999:
<TABLE>
<CAPTION>
Year Shares Under
Granted Options Expiration
_______________________________________
<S> <C> <C> <C>
Officer/Employee 1995 66,666 06/14/05
Officer/Employee 1996 200,000 10/11/06
Others 1996 10,000 11/28/06
Officer/Employee 1998 100,000 07/09/08
Directors 1998 300,000 07/09/08
_________
676,666
The effect of the exercising of these options has not been included in the
calculation of earnings per share.
</TABLE>
CONCENTRATION OF CREDIT RISK:
The Company's financial instruments exposed to concentrations of credit
Risk consist primarily of cash equivalents. The Company maintains its
Cash balances at one financial institution. The balance is insured by
The Federal Deposit Insurance Corporation up to $100,000. At December
31, 1999 and 1998, the Company's deposits were not in excess of the
amount insured by the Federal Deposit Insurance Corporation.
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 $1,654,211 on the balance sheet at December 31, 1999.
On April 4, 2000, the Company raised an additional $200,000 through
The sale of 666,666 shares of common stock to one investor at $0.30
Per share. The Company expects the proceeds of this private placement
To finance it's operational expenses for approximately twelve months.
The Company will be required to raise additional capital, or enter into
Arrangements with third parties, to finance the exploration of it's
Properties. The Company's continued existence is also dependent
Upon the cooperation and support of it's 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 70 Chairman of the
Board & Chief
Executive Officer,
Director March, 1998 December, 1991
Thomas R. Bradley (1) 76 President and
Director March, 1985 March, 1985
Jane Bradley (1) 76 Secretary/
Treasurer December, 1991 N/A
John C. Kinard 66 Director N/A June, 1998
George H. Plewes 60 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 Chairman of Trans Atlantic Petroleum Corp., a Canadian Public
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 1999 $13,542(1) -0-
President (Chief Executive 1998 $50,500 -0- 100,000
Officer) 1997 $36,000 -0-
(1)Does not include $56,027 of accrued salary for services rendered in 1999
which amount has been accrued by the Registrant and may be paid if the
Registrant is successful in raising additional capital.
</TABLE>
Option Grants in Last Fiscal Year
No options were granted during fiscal year 1999.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
The following table sets forth option exercise activity in the last
fiscal year and fiscal year-end option values with respect to the
Registrant's only executive officer at year end.
<TABLE>
<CAPTION>
Value of Unexercised
No. of Unexercised
In-the-Money Options
Options at FY-End (#) at FY-End ($)(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
No director's fees were paid during the fiscal year ended December 31, 1999.
On March 15, 2000, each director was granted a stock option entitling him
to purchase 70,000 shares of the Registrant's Common Stock at an exercise
price of $0.4370 per share.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows certain information, as of April 4, 2000,
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(1) Percent of Class(1)
___________________ _______________________ ________________
<S> <C> <C>
Albert E. Whitehead 3,488,108 (2) 22.2%
2440 S. Terwilleger Blvd.
Tulsa, OK 74114
George H. Plewes 436,666 (3) 2.9%
The Regency
Margaret Suite
22 Cavendish Road
Pembroke HM19
Bermuda
Thomas R. Bradley 970,000 (4) 6.3%
6617 South New Haven
Tulsa, OK 74136
John C. Kinard 481,311 (5) 3.2%
240 Cook Street
Denver, CO 80206-0590
Directors and Executive Officers as a Group:
(4 persons) 5,376,085 (6) 32.6%
Other Five Percent Owners:
Southwestern Gold
Corporation 1,333,333 (7) 9.0%
P. O. Box 10102
#1650-701 West Georgia Street
Vancouver, B.C. V7Y 1C6
Canada
Louis Marx, Jr. 1,000,000 6.7%
667 Madison Avenue
New York, New York 10021
_________________________________
(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. Percentage ownership is based on 14,879,589 shares
outstanding as of April 4, 2000. Shares of common stock issuable within
60 days of April 4, 2000 upon exercise of stock options or conversion of
convertible securities are deemed to be outstanding and to be beneficially
owned by the person holding the option or convertible security for the
purpose of computing the percentage ownership of such person but are not
treated as outstanding for the purpose of computing the percentage
ownership of any other person.
(2) Includes 246,889 shares owned by Mr. Whitehead's spouse in which he
disclaims any interest, and 170,000 shares issuable upon exercise of a vested
stock option and 676,220 shares issuable upon conversion of a convertible
promissory note.
(3) Includes 170,000 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 436,666 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 170,000 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
In March 1999, the Registrant borrowed $105,000 from the Albert E. Whitehead
Living Trust (the "AEW Trust") pursuant to a promissory note due March 15,
2000 which bore interest at the rate of 10% per annum. From April through
September 1999, the AEW Trust paid the Registrant's day-to-day operating
expenses and the Registrant increased the principal amount of the AEW Note
by the amount of such expenses. 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 the lease rentals on
the Cheyenne River Prospect. The AEW Trust is a revocable trust for the
benefit of Mr. Whitehead's spouse. Mr. Whitehead, a director, executive
officer and significant shareholder of the Registrant, is the settlor and
trustee of the AEW Trust.
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) 1995 Stock Option Plan** Proxy Statement dated
June 13, 1995 as filed
June 14, 1995
(b) Form of Stock Option Agreement** Form 10-KSB for the year
ended December 31, 1995
as filed March 29, 1996
(c) 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 13, 2000 Thomas R. Bradley
DATE THOMAS R. BRADLEY
President 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 13, 2000 Thomas R. Bradley
DATE THOMAS R. BRADLEY, Director
APRIL 13, 2000 George H. Plewes
DATE GEORGE H. PLEWES, Director
APRIL 13, 2000 A. E. Whitehead
DATE A. E. WHITEHEAD, Director
APRIL 13, 2000 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) 1995 Stock Option Plan** Proxy Statement dated
June 13, 1995
as filed June 14, 1995
(b) Form of Stock Option Agreement** Form 10-KSB for the year
ended December 31, 1995
as filed March 29, 1996
(c) 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
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 23,153
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 26,397
<PP&E> 727,564
<DEPRECIATION> 11,437
<TOTAL-ASSETS> 768,642
<CURRENT-LIABILITIES> 242,455
<BONDS> 0
0
0
<COMMON> 14,212
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 768,642
<SALES> 890
<TOTAL-REVENUES> 890
<CGS> 0
<OTHER-EXPENSES> 184,850
<TOTAL-COSTS> 184,850
<LOSS-PROVISION> 793,266
<INTEREST-EXPENSE> 13,676
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (990,902)
<EPS-BASIC> 0
<EPS-DILUTED> 0
