-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LMjwpsbPwm3Ce5NbJ0ptIijp0ZJ5xl56a+SDiqnGn0KMCwfcYS2QV6ufqsiFX6Uh 4NbEYz042ho9N1ORSvQ3sg== 0001025707-99-000005.txt : 19990817 0001025707-99-000005.hdr.sgml : 19990817 ACCESSION NUMBER: 0001025707-99-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMPIRE COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001025707 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 860793960 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16031 FILM NUMBER: 99693325 BUSINESS ADDRESS: STREET 1: 545 WEST 150 SOUTH CITY: SPRINGVILLE STATE: UT ZIP: 84663 BUSINESS PHONE: 8014890468 MAIL ADDRESS: STREET 1: 545 WEST 150 SOUTH CITY: SPRINGVILLE STATE: UT ZIP: 84663 FORMER COMPANY: FORMER CONFORMED NAME: LITIGATION ECONOMICS INC DATE OF NAME CHANGE: 19961022 10-Q 1 U.S. Securities and Exchange Commission Washington D.C. 20549 Form 10-QSB [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Quarter Ended June 30, 1999 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 333-16031 Empire Communications Corporation (name of small business issuer as specified in its charter) Nevada 86-0793960 (State of other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 545 West 150 South, Springville, UT 84663 (Address of principal executive offices) Registrant's telephone no., including area code: 801-489-0468 Former name, former address, and former fiscal year, if changed since last report. Securities registered pursuant to Section 12(b) of the Exchange Act: None Securities registered pursuant to Section 12(g) of the Exchange Act: None Check whether the Issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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___. Common Stock outstanding at August 16, 1999 - 23,200,000 shares of $.001 par value Common Stock. PART I - FINANCIAL INFORMATION Item 1 Financial Statements The Financial Statements of the Registrant required to be filed with this 10-QSB Quarterly Report were prepared by management together with Related Notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant. EMPIRE COMMUNICATIONS CORPORATION (Formerly Litigation Economics, Inc) [Development Stage Company] CONDENSED BALANCE SHEETS [Unaudited] ASSETS June 30, 1999 Dec. 31, 1998 ---------------- --------------- CURRENT ASSETS: Cash in Checking $ 14,702 $ 0 Note Receivable $ 1,235 $ 0 --------------- ------------ Total Current Assets 15,937 0 TOTAL ASSETS: $ 15,937 $ 0 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) June 30, 1999 Dec. 31, 1998 --------------- --------------- CURRENT LIABILITIES: Accounts payable $ 3,796 $ 506 --------------- -------------- Total Current Liabilities 3,796 506 STOCKHOLDERS' EQUITY (DEFICIT): Common stock; authorized 50,000,000 shares at $0.001 par value; 23,200 3,200 $0.001 par value; 23,200,000 shares issued and outstanding Additional paid-in Capital 102,800 102,800 Deficit accumulated during the development stage (113,859) (106,506) --------------- -------------- Total Stockholders' Equity 12,141 (506) TOTAL LIABILITIES & EQUITY $15,937 $(506)
The accompanying notes are an integral part of these financial statements. NOTE: The balance sheet at December 31, 1998 was taken from the audited financial statements at that date and condensed. EMPIRE COMMUNICATIONS CORPORATION (Formerly Litigation Economics, Inc.) [Development Stage Companies] CONDENSED STATEMENTS OF OPERATIONS [Unaudited] For the Three For the Three Months Ended Months Ended June 30, 1999 June 30, 1998 ----------------- --------------- REVENUE $ 0 $ 0 -------- -------- Total Revenue $ 0 $ 0 EXPENSES General and Administrative Expenses $3,537 $ 216 -------- -------- Total Expenses $3,537 $ 216 INCOME FROM OPERATION ($3,537) $ (216) TOTAL OTHER INCOME 0 0 NET INCOME/LOSS ($3,537) $ (216) NET LOSS PER SHARE ($.00) ($.00) The accompanying notes are an integral part of these financial statements.
EMPIRE COMMUNICATIONS CORPORATION (Formerly Litigation Economics, Inc.) [Development Stage Companies] CONDENSED STATEMENTS OF OPERATIONS [Unaudited] For the Six For the Six Months Ended Months Ended June 30, 1999 June 30, 1998 -------------- -------------- REVENUE $ 0 $ 0 ------ ------ Total Revenue $ 0 $ 0 EXPENSES General and Administrative Expenses $7,353 $ 216 ------ ------ Total Expenses $7,353 $ 216 INCOME FROM OPERATION ($7,353) ($ 216) TOTAL OTHER INCOME 0 0 NET INCOME/LOSS ($7,353) ($ 216) NET LOSS PER SHARE ($.00) ($.00)
The accompanying notes are an integral part of these financial statements. EMPIRE COMMUNICATIONS CORPORATION (Formerly Litigation Economics, Inc.) [A Development Stage Company] Consolidated Statements of Stockholders' Equity Deficit Capital In Accumulated Common Stock Excess Of During the Shares Amount Par Value Develop. Stage ------ -------- ----------- --------------- BALANCE, April 27, 1995 -- $ -- $ -- $ -- Common stock issued for cash at $0.001 per share 2,000,000 $ 2,000 (1,000) -- Recapitalization of G.E.C, Inc. 1,000,000 $ 1,000 4,000 -- Net loss for the period ended December 31, 1996 -- -- -- (5,125) BALANCE, December 31, 1996 3,000,000 $ 3,000 3,000 (5,125) Common stock issued for cash at $1.00 per share 200,000 $ 200 99,800 -- Net loss for the year ended December 31, 1997 -- -- -- (19,959) BALANCE, 3,200,000 $ 3,200 102,800 (25,084) December 31, 1997 Net loss for the period ended December 31, 1998 -- -- -- (81,422) Balance, December 31, 1998 3,200,000 $ 3,200 102,800 $(106,506) Common Stock issued for cash at $.001 per share 20,000,000 20,000 -- -- Net loss for the period ending June 30, 1999 -- -- -- (7,353) Balance, June 30, 1999 23,200,000 23,200 102,800 $( 113,859)
EMPIRE COMMUNICATIONS CORPORATION (Formerly Litigation Economics, Inc.) [A Development Stage Company] NOTES TO UNAUDITED CONDENSED & CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Condensed Financial Statements - The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to pre- sent fairly the financial position and results of operations at June 30, 1999 and for all the periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes there- to included in the Company's December 31, 1998, audited financial statements. The results of operations for the period ended June 30, 1999, are not necessar- ily indicative of the operation results for the full year. The Company was incorporated on April 27, 1995. During its first approximately three years of operations, the Company generated no significant revenues and is thus considered a development stage company. The Company raised funds initially from its founders, and then from a public offering in July, 1997. In 1997 and early 1998, the Company attempted to develop an economic con- sulting and expert witness business based on the talents of its then management and a proprietary software program for the analysis of economic damages in liti- gation contests. During this time period, the Company took the name Litigation Economics, Inc. to reflect its new business plan. During the first quarter of 1998, the Company changed its name to Empire Communications Corporation and sold a controlling equity interest to Empire Financial Corporation, a Dallas, Texas-based merchant bank, all in connection with the Company's proposed acquisition and operation of two Businesses then being sold by DeLuxe Corporation: PaperDirect, Inc. and Current Social Expres- sions. The Company worked hard in February, March, April and early May to com- plete due diligence on the PaperDirect and Current Social Expressions acquisi- tions and to raise new equity funding through a private placement. Several cor- porate actions took place in contemplation of the PaperDirect and Current Social Expressions acquisitions, including the sale of the Company's GEC, Inc. subsidiary to the Company's then controlling shareholders, Mr. and Mrs. Cornelius Hofman for a surrender of 1.2 million shares of the Company's Common Stock and $10,000. Late in the second quarter of 1998, Empire Financial Corporation indicated its desire to rescind its investment in the Company, and also to rescind its assignment to the Company of the contract rights for the acquisition of Paper- Direct, Inc. and Current Social Expressions. The Company agreed, and the Empire Financial investment was unwound, the PaperDirect and Current Social Expres- sions acquisition efforts ceased, the new private placement was abandoned, and Mr. and Mrs. Hofman agreed to sell GEC back to the Company for a return of the consideration they made--all during the third quarter of 1998. Further details concerning the rescission of the PaperDirect and GEC transactions can be found in the Report on Form 8-K filed by the Company with the Commission in July 1998. In December 1998, the Company sold G.E.C, it's wholly-owned subsidiary, for $16,911,22 cash, and currently has no business operations. The Company is actively seeking a successful business opportunity through technology acquisi- tion, merger with a going concern or otherwise. On March 25, 1999, the Company issued 20,000,000 shares of its "unregist- ered" and "restricted" common stock to the appointed Director and President, Susan M. Grant, in consideration of the sum of $20,000 cash, effectively passing control (86%) to the new officer. The Company is now exploring various business opportunities, and moved its executive offices to Springville, Utah in space provided by the Company's new Chief Executive Officer and sole Director, Susan Grant. Accounting Method - The Company's financial statements are prepared using the accrual method of accounting. The Company has selected a December 31, year end. Net Loss Per Share - The computation of loss per share of common stock is based on the weighted average number of shares outstanding at the date of the consolidated financial statements. Provision of Taxes - At December 31, 1998, the Company has net operating loss carryforwards of approximately $104,000 that may be offset against future taxable income through 2013. No tax benefit has been reported in the consoli- dated financial statements, because the Company believes there is a 50% or greater chance the operatingloss carryforwards will expire unused. Accordingly, the potential tax benefits of the operating loss carryforwards are offset by a valuation allowance of the same amount. Cash and Cash Equivalents - For purposes of financial statement present- ation, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make esti- mates 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 report- ing period. Actual results could differ from those estimates. NOTE 2 - Related Party Transactions During the period presented the Company made a loan in the amount of $1,235 bearing 8% interest, payable by September 30, 1999, to Susan M. Grant, the Com- pany's sole officer and director. NOTE 3 - Discontinued Operations On December 31, 1998, the company agreed to sell all of its ownership of G.E.C., Inc. for $16,911 in the form of the assumption of debts of the company. The financials have been adjusted to show the sale of G.E.C., Inc. NOTE 4 - Common Stock Unless otherwise stated, all transactions shown below were with unrelated parties and the securities issued were restricted: On May 5, 1995, the Company issued 1,000,000 shares in consideration for $5,000 cash. On August 22, 1996, the Company acquired all of the outstanding stock of GEC, Inc., (the Subsidiary) for 1,000,000 shares of the Company's common stock valued at $.001 per share or $1,000 which represented the capital contributed to the subsidiary. The Company also issued 1,000,000 shares in exchange for software tech- nology rights to officers of the Company. In June and July of 1997, the Company issued 200,000 shares of common stock (restated) in a public offering for $.50 per share (restated). On March 12, 1998, the Board of Directors of the Company declared a 2 for 1 forward split of the outstanding common stock, in the form of a 100% stock dividend distributed to shareholders of record on March 1, 1998, payable on March 13, 1998. On March 25, 1999, the Company issued 20,000,000 shares of its "unregister- ed" and "restricted" common stock to the appointed Director and President, Susan M. Grant, in consideration of the sum of $20,000 cash, effectively passing con- trol (86%) to the new officer. NOTE 5 - Going Concern The Company's consolidated financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash and has not had significant operations. To date, the Company has been able to cover operating costs with existing financial resources. NOTE 6 - Contingencies None. NOTE 7 - Subsequent Events None. ITEM 2. Management's Discussion and Analysis of Financial Condition And Results of Operations Plan of Operation The Company's plan of operation for the next 12 months is to continue to seek the acquisition of assets, properties or businesses that may benefit the Company and its stockholder. Management anticipates that to achieve any such acquisition, the Company will issue shares of its common stock as the sole con- sideration for such acquisition. During the next 12 months, the Company's only foreseeable cash requirements will relate to maintaining the Company in good standing or the payment of expenses associated with reviewing or investigating any potential business venture, which the Company expects to pay from advances from management. Results of Operations General Three-months periods ended June 30, 1999 and June 30, 1998. For the six month period ended June 30, 1999, the Company incurred nominal general and administrative expenses totaling $7,353 for shareholder costs, legal and accounting fees compared to $216 for six months period in 1998. Liquidity and Capital Resources As a result of assets lost in the sale of the economic consulting business and cash expended in the PaperDirect effort, shareholders equity in the Company had a net worth of $12,141 at June 30, 1999 compared to a negative net worth of ($506) at December 31, 1998. PART II - OTHER INFORMATION ITEM I Legal Proceedings None. ITEM 2 Change in Securities None. ITEM 3 Defaults on Senior Securities None. ITEM 4 Submission on Matters to a Vote of Security Holders None. ITEM 5 Other Information None. ITEM 6 Exhibits and Reports on Form 8-K (A) Exhibits None. (B) Reports on Form 8-K; Current Report filed April 7, 1999* Note* This document has already been filed with the Security Exchange Commission and is incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Empire Communications Corporation Date: 8/16/99 By /s/ Susan M. Grant --------------------- Susan M. Grant President and Chief Executive Officer EX-27 2 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 6-MOS 12-31-1999 06-30-1999 14,702 0 1,235 0 0 15,937 0 0 15,937 3,796 0 0 0 23,200 (3,706) 15,937 0 0 0 0 7,316 0 37 0 0 0 0 0 0 (7,353) .00 .00 -----END PRIVACY-ENHANCED MESSAGE-----