-----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, IJcJPceAe9qE4YyiXtOkDTBCyGBm31mO2JAUQuiaSP/IY6hSFpF/BAuGEotYwqru Ty6derIsPfSezh0b/9SE2A== 0000948830-98-000062.txt : 19980401 0000948830-98-000062.hdr.sgml : 19980401 ACCESSION NUMBER: 0000948830-98-000062 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980331 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLACK DOME ENERGY CORP CENTRAL INDEX KEY: 0000316704 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840808397 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB SEC ACT: SEC FILE NUMBER: 000-09394 FILM NUMBER: 98583117 BUSINESS ADDRESS: STREET 1: 1536 COLE BLVD. , STE #325 STREET 2: SUITE 325 CITY: GOLDEN STATE: CO ZIP: 80401 BUSINESS PHONE: 303-231-9059 MAIL ADDRESS: STREET 1: 1536 COLE BLVD STREET 2: SUITE 325 CITY: DENVER STATE: CO ZIP: 80401 10KSB 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1997 Commission File Number 0-9394 BLACK DOME ENERGY CORPORATION ------------------------------------------------------- (Exact name of registrant as specified in its charter) Colorado 84-0808397 --------------------------------- ------------------- (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) P.O. Box 4119 Evergreen, Colorado 80437 ------------------------------- ---------- (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code: (303) 231-9059 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, No Par Value -------------------------- (Title of Class) 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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K. [ X ] As of March 21, 1997, 73,755 shares of no par value common stock (the registrant's only class of voting stock) were outstanding, the market value of which is currently indeterminable because of a lack of trading market for the shares. PART I ------ ITEM 1. BUSINESS. - ------------------ (a) General Development of Business. Black Dome Energy Corporation (referred to herein as the "Company" or "Black Dome") was incorporated under the laws of the State of Colorado on December 12, 1979. Although the Company has terminated its business operations and no longer maintains any executive offices, it maintains a mailing address at P.O. Box 4119, Evergreen, Colorado 80437. Prior to December 16, 1996, Black Dome was an oil and gas company engaged in the exploration for oil and gas, the purchase of producing oil and gas properties, the sale of portions of the producing oil and gas properties and the operation of producing oil and gas leases. At a meeting held on December 16, 1996, the shareholders adopted a resolution authorizing the dissolution of the Company, and on January 7, 1997, Articles of Dissolution were filed with the office of the Colorado Secretary of State. Since December 16, 1996, the business of the Company has been generally limited to the liquidation of assets, the satisfaction of liabilities and the winding up of the Company's affairs. On February 21, 1997 the Company consummated a sale (effective December 31, 1996) of substantially all of its oil and gas assets to MBR Resources, Inc. (an unaffiliated, privately-held oil and gas company located in Tulsa, Oklahoma) for the amount of $921,250.00 in cash (subject to adjustment after consummation of the transaction in accordance with the terms and provisions of the Purchase and Sale Agreement between the parties). The perceived fair market value of the properties was the overriding guiding principle utilized in determining the amount of the purchase price for the properties. The Company's perception of fair market value was based upon management's evaluation of the subject properties and its analysis of the amounts offered by other parties in negotiations with respect to proposed sales of the same properties. During the fiscal year ended December 31, 1997, the Company's revenues attributable to its overall income were derived primarily from interest on the proceeds received from the sale of its properties. (b) Financial Information About Industry Segments. The Company was engaged in business in only one industry segment, namely the exploration for oil and gas, production of oil and gas and the development of oil and gas properties. Therefore, no information is provided with respect to any other industry segment. (c)(1) Narrative Description of Business. The Company's business activities are limited to the satisfaction of its liabilities and other obligations, and to the winding up of its affairs. Management expects to complete this process as expeditiously as possible and currently intends to cause a final liquidating distribution to be made to the Company's shareholders prior to the completion of the current fiscal year. To that end, all of the Company's liquid assets are currently being held in trust by the Clayton Corporation Petroleum & Natural Gas Production (a privately-held Nevada corporation that is controlled by Edgar J. Huff) to accomplish the contemplated distribution. (i) Principal Products Produced and Services Rendered. The Company produced no principal products during the fiscal year ended December 31, 1997. (ii) Status of New Products or Industry Segments. There has been no public announcement of, and no information otherwise has been made public about, a new product or industry segment which would require the investment of a material amount of the Company's assets or which otherwise is material. 2 (iii) Sources and Availability of Raw Materials. There are no raw materials known to management which are essential to the liquidation of the Company. (iv) Patents, Trademarks, Licenses, Franchises and Concessions. The Company does not own any patents, trademarks, licenses, franchises or concessions. (v) Seasonal Nature of Business. There are no factors which are seasonal in nature that are expected to have any material influence on the liquidation of the Company. (vi) Working Capital Items. The Company has not retained any working capital and no material amount of working capital is expected to be necessary in order for the Company to successfully complete its liquidation. (vii) Major Customers. As the Company disposed of its properties effective December 31, 1996 and is currently engaged in a dissolution, it no longer sells any oil or gas products and therefore no longer has any customers. (viii) Backlog. The Company has no backlog due to the nature of its business, nor is backlog material to an understanding of the Company's business. (ix) Renegotiation or Termination of Government Contracts. The Company has no material portion of its business which may be subject to renegotiation of profits or termination of contracts or subcontracts at the election of government. (x) Competitive Conditions. The Company had an insignificant competitive position in the oil and gas industry. (xi) Research and Development. The Company was engaged in finding and producing oil and gas, and no funds were allocated to product research and development in the conventional sense. Since its inception, the Company has never had any customer or government sponsored research activities relating to the development of new products, services or techniques or the improvement of existing products, services or techniques. (xii) Environmental Protection. The Company, as a former owner and operator of oil and gas properties, was subject to various federal, state and local laws and regulations relating to the discharge of materials into, and protection of, the environment. These laws and regulations, among other things, impose liability on the Company for the cost of pollution clean-up resulting from operations, subject the Company to liability for pollution damages, require suspension or cessation of operations in affected areas and impose restrictions on the injection of liquids into subsurface aquifers that may contain groundwater. Environmental requirements may necessitate significant capital outlays which may materially affect the Company's earnings and potential earnings and could cause material changes in its form of business. The Company has made and may be required to continue to make expenditures in its efforts to comply with these requirements which it believes are necessary business costs in the oil and gas industry. As of December 31, 1997, the Company is not aware of any existing environmental claims which would have a material adverse effect upon its capital expenditures, earnings or competitive position. There is no assurance, however, that existing laws or regulations or changes in or additions to laws or regulations regarding the protection of the 3 environment will not adversely affect the Company. It is impossible to determine whether or to what extent the amount of the Company's liquidating distribution may be affected by environmental laws; however, management does not believe that such laws have had a material adverse effect on the Company's financial position or results of operations. (xiii) Employees. Until June 30, 1997, the Company had one full-time salaried employee who performed clerical and administrative services, one part-time contract employee who performed accounting services, one full-time employee who performed executive functions (but whose compensation was terminated pursuant to his request effective June 30, 1996). The salaries for both the full-time salaried employee and the part-time contract employee were terminated effective June 30, 1997. Since that date the Company has contracted to have services performed on its behalf on an hourly basis only as deemed necessary by management. (d) Financial Information About Foreign and Domestic Operations and Export Sales. The Company has no material operations in foreign countries and no material portion of its sales or revenues is derived from customers in foreign countries. ITEM 2. PROPERTIES. - -------------------- (a) Office Facilities. The Company does not currently maintain any offices as it does not conduct any business activities. It maintains a mailing address at the home of Edgar J. Huff at P.O. Box 4119, Evergreen, Colorado 80437. Mr. Huff does not charge the Company for this service. It is not anticipated that it will be necessary for the Company to maintain any office facilities in the future. (b)(1) Reserves. Proved developed and undeveloped oil and gas reserves of the Company at December 31, 1996 and December 31, 1995 were computed by Joseph R. Albi, Jr., a consulting petroleum engineer and former Executive Vice President of the Company. Effective December 31, 1996, all of the Company's reserves were sold to an unaffiliated entity pursuant to a plan of dissolution authorized by the Company's shareholders. All of the Company's reserves were located in the continental United States and the majority of the properties comprising these reserves were operated by Black Dome Energy Corporation. Reserve Category ---------------------------------------------------- Proved Developed Proved Undeveloped Total Proved ---------------- ------------------ ------------ (1) (2) December 31, (Bbls)* (Mcf)** (Bbls)* (Mcf)** (Bbls)* (Mcf)** - ----------- ------- --------- ------- ------- ------- --------- 1995 9,825 1,431,318 -- 52,256 9,825 1,483,574 1996 6,987 1,380,932 -- 68,889 6,987 1,449,821 1997 -- -- -- -- -- -- (*) Refers to barrels consisting of 42 U.S. gallons. (**) Refers to a volume of 1,000 cubic feet under prescribed conditions of pressure and temperature and represents the basic unit for measuring the volume of natural gas. 4 (1) Proved Developed Reserves. These are proved reserves which can be expected to be recovered through existing wells with existing equipment and operating methods. This classification includes: (i) Proved Developed Producing Reserves. These are proved developed reserves which are expected to be produced from existing completion interval(s) now open for production in existing wells; and (ii) Proved Developed Non-Producing Reserves. These are proved developed reserves which exist behind the casing of existing wells, or at minor depths below the present bottom of such wells, which are expected to be produced through these wells in the predictable future, where the cost of making such oil and gas available for production should be relatively small compared to the cost of a new well. Additional oil and gas expected to be obtained through the application of fluid injection or other improved recovery techniques for supplementing the natural forces and mechanisms of primary recovery are included as "Proved Developed Reserves" only after testing by a pilot project or after the operation of an installed program has confirmed through production response that increased recovery will be achieved. (2) Proved Undeveloped Reserves. These are proved reserves which are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. Reserves on undrilled acreage are limited to those drilling units offsetting productive units, which are reasonably certain of production when demonstrated with certainty that there is continuity of production from the existing productive formation. Estimates for proved undeveloped reserves may be attributable to acreage for which an application of fluid injection or other improved recovery technique is used or contemplated only where such techniques have been proved effective by actual tests in the area and in the same reservoir. Present Value of Estimated Future Net Revenues from Proved Developed and Proved Undeveloped Oil and Gas Reserves. The table below presents, as of the end of 1996 and 1995 (the Company owned no reserves during 1997), the present value of the estimated future net revenues attributable to proved developed reserves and proved undeveloped reserves discounted at an annual rate of ten percent (10%) per year. Present Value of Future Future Net Revenue Net Revenues (discounted ------------------------------------- at 10%) as of Proved Proved Total December 31, Developed Undeveloped Proved ------------------------ ---------- ----------- ---------- 1995 $1,175,279 $ 21,037 $1,196,316 1996 $2,470,181 $148,150 $2,618,331 1997 $ 0 $ 0 $ 0 The Company emphasizes that reserve estimates and rates of production are inherently imprecise and that estimates of new discoveries and non-producing and/or undeveloped reserves are more imprecise than those of mature producing oil and gas properties. For additional information concerning oil and gas revenues, see Note 6 to the Financial Statements. (b)(2) Reserves Reported to Other Agencies. The Company did not file any oil or gas reserve estimates with, or include such estimates in reports to, any other federal governmental authority or agency within its last fiscal year. 5 (b)(3)(i) Production. The following table shows the Company's net quantities of oil (including condensate and natural gas liquids) and of gas produced for each of the Company's past three fiscal years: Net Oil and Gas Production Year Ended December 31, ----------------------------- 1997 1996 1995 ---- ---- ---- Gas (Mcf) 0 237,963 261,562 Oil/Condensate (Barrels) 0 1,724 1,382 The Company has no long-term supply or similar arrangements with foreign governments or authorities and, as the Company has disposed of its properties and is currently engaged in dissolution, does not anticipate having any such arrangements in the future. (b)(3)(ii) Average Sales Price and Production Costs. The average sales prices (including transfers) and production costs per barrel of oil and Mcf of gas received by the Company for the fiscal years ended December 31, 1996 and 1995 (the Company did not sell any oil or gas during 1997), were as follows (equivalent barrels of production were calculated on the basis of 6 Mcf equals 1 Barrel): Oil (Per Bbl) Gas (Per Mcf) Production (MCF) Year Ended Sales Sales Costs of December 31, Price Price Equivalent Bbls ------------ ------------- ------------- --------------- 1997 $ 0 $0 $0 1996 $19.31 $2.40 $4.96 1995 $17.10 $1.45 $4.24 (b)(4) Productive Wells and Acreage. The Company did not own any oil or gas properties during the fiscal year ended December 31, 1997. (b)(6) Drilling Activity. The following summarizes the drilling activity of the Company during each of the last three fiscal years. Year Ended Total Development Exploratory December 31, Wells Oil Gas Dry Oil Gas Dry ------------ ----- --- --- --- --- --- --- 1997 - Gross Wells 0 0 0 0 0 0 0 Net Wells 0 0 0 0 0 0 0 1996 - Gross Wells 0 0 0 0 0 0 0 Net Wells 0 0 0 0 0 0 0 1995 - Gross Wells 1 0 0 1 0 0 0 Net Wells .4 0 0 .4 0 0 0 (b)(7) Present Activities. No oil and/or gas properties were acquired or drilled by the Company in 1997 and no revenues or expenses from oil and/or gas activities were recognized during the 1997 fiscal year. (b)(8) Delivery Commitments. As of March 26, 1998, the Company was not obligated to provide a fixed and determinable quantity of oil or gas in the 6 future pursuant to existing contracts or agreements, nor has the Company had any significant delivery commitments since its inception on December 12, 1979. ITEM 3. LEGAL PROCEEDINGS. - --------------------------- There are no current legal proceedings concerning the Company and there are none pending, except that Black Dome has been named as a defendant in litigation concerning an alleged indebtedness resulting from a guarantee not to exceed $25,000 plus accrued interest and expenses which Black Dome gave for the indebtedness of Deane J. Writer, Jr. to Capital Federal Savings and Loan Association. The alleged assignee of underlying debt, Federal Financial Co., has filed an action against a number of defendants, including Black Dome, in the District Court of the City and County of Denver, Colorado, Case No. 96-CV-5728. Black Dome believes it has potentially valid defenses, but, in light of the small amount at controversy, intends to attempt to negotiate a reasonable settlement of the matter in cooperation with the other defendants. Management otherwise intends to vigorously defend the claims asserted against Black Dome. No prediction of the outcome can reasonably be made at this initial stage of the litigation. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. - ------------------------------------------------------------- No matters were submitted to a vote of security holders during the fiscal year ended December 31, 1997. PART II ------- ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. - -------------------------------------------------------------- (a) Market Information. From October 1980 through November 12, 1984, Black Dome's common stock was traded on the over-the-counter market under the symbol "BDEC" and the quotes were carried by NASDAQ during that period of time. NASDAQ voluntarily withdrew "BDEC" from the system on November 12, 1984 due to the depressed price of the stock. Since that date there has been sporadic trading in the Company's stock. At the present time, there are no market makers listed in the "pink sheets," and there have been no recorded public trades of the Company's common stock for at least the past three years. (b) Holders. As of March 28, 1998, there were approximately 1,616 record holders of the Company's common stock. (c) Dividends. Holders of common stock are entitled to receive such dividends as may be declared by Black Dome's Board of Directors. No dividends have been paid with respect to Black Dome's common stock and no dividends are anticipated to be paid in the foreseeable future. 7 ITEM 6. SELECTED FINANCIAL DATA. - --------------------------------- Years Ended December 31, ------------------------------------------------------ 1997 1996 1995 1994 1993 -------- -------- -------- -------- -------- Total Revenues $742,484 $624,314 $441,384 $762,655 $677,537 Oil and Gas Sales 0 605,454 402,627 592,513 647,328 Other Revenue 0 18,860 38,757 170,172 30,209 Net Income (loss) 383,484 394,413 (210,598) (23,449) 6,338 Net Income (loss) per share 0 5.35* (2.86)* (.32)* .16* Total Assets 0 703,160 411,046 718,918 1,040,364 Obligations 0 -- -- -- 120,000 Deferred Comp. 0 122,500 160,000 100,000 180,000 Bank Debt - LOC 0 -- 84,987 132,724 223,987 * Earnings per share are restated to reflect the 1 for 1001 reverse stock split approved by shareholders on September 2, 1994. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. - -------------------------------------------------------------------- Liquidity and Capital Resources - ------------------------------- In December, 1997, the Company transferred all of its assets to Clayton Corporation Petroleum & Natural Gas Production (a privately-held Nevada corporation which is controlled by Edgar J. Huff, the Company's President and controlling shareholder) to hold in a liquidating trust for distribution to the Company's shareholders. Accordingly, the Company currently has no assets and does not intend to conduct any business activities other than to make satisfactory arrangements for the payment of costs associated with the winding up of the Company's affairs and the distribution of its assets, which costs are currently anticipated to be insignificant and will be paid by Clayton Corporation Petroleum & Natural Gas Production from the assets currently held in trust for the Company's shareholders. Results of Operations - --------------------- The Corporation sold all of its operating oil and gas properties effective December 31, 1996 and ceased operations. Costs incurred in the year ended December 31, 1997 resulted mostly from administrative costs incurred in the closing of operations. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. - ------------------------------------------------------ The financial statements and financial statement schedules are set forth on pages F-1 through F-8 hereto. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. - -------------------------------------------------------------------- None applicable. 8 PART III -------- ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. - ------------------------------------------------------------- The Company's bylaws provide that the Board of Directors shall consist of not less than three nor more than five members. All members of the Board of Directors will hold office until the dissolution of the Company is completed, or until their earlier death, resignation or removal. Executive Officers are elected at the first meeting of the Board of Directors following the Annual Meeting of Shareholders. It is anticipated that all of the current officers and directors of the Company will continue to serve in their present capacities until such time as the dissolution of the Company is completed. The following table sets forth the name and age of each Executive Officer and/or Director, indicating all positions and offices with the Company presently held by him, and the period during which he has served as an officer or as a member of the Board of Directors: Period Served Other Positions and as Officer Offices Held with or Director Name Age the Company of the Company - ------------------ --- ---------------------- ----------------------- Edgar J. Huff 74 Chairman of the Board, President and Director, President and December 1979 to present; Treasurer Treasurer, November 1984 to Present Joseph R. Albi, Sr. 66 None Director, February 1985 to present Robert C. Huff 47 None Director, November 1987 to present; Secretary, March 1985 to September 2, 1994 James E. Huff 43 None Director, November 1987 to present Tish M. Hartman 37 Secretary September 2, 1994 to Present The principal occupation and employment during the last five years and business experience of each Executive Officer and/or Director of Black Dome Energy Corporation, are set forth below. Edgar J. Huff: President and Chairman of the Board of Directors of the Company since December, 1979, and Treasurer since November, 1984. Mr. Huff is also the President and Chief Executive Officer and is one of the majority stockholders of Clayton Corporation Petroleum & Natural Gas Production, a family-owned independent oil and gas company since January, 1972. Mr. Huff is a graduate of Texas Tech University with a B.S. degree in Petroleum Engineering, and has been continuously active in the oil and gas industry as a consulting geologist, petroleum engineer, independent oil operator, Company President and major stockholder of several oil and gas companies during the period of time between 1949 to the present. 9 Joseph R. Albi, Sr.: Member of the Board of Directors of the Company since February, 1985. Mr. Albi is a graduate of Regis College with a B.S. degree in Business Administration. He has owned and operated a Denver real estate development and corporate financial consulting business from 1965 to the present. Mr. Albi is a former member of the Colorado House of Representatives, a past Vice President of the Rocky Mountain Better Business Bureau and was selected by presidential appointment to be the Federal Region VIII Administrator for the American Revolution Bicentennial Administration. Mr. Albi served as a member on the Board of Directors of the Denver Metro Sewer District #1 from 1979 to 1984, and on the Board of Directors of Energy Resources of North Dakota, Inc. from 1980 until 1985. Mr. Albi is retired with the rank of Brigadier General USAF Reserve where his position was Mobilization Assistant to the USAF Chief of Security Police. Robert C. Huff: Member of the Board of Directors of the Company since November 1987. Mr. Huff held the position of Secretary of the Company from March 1985 to September 2, 1994. From June of 1979 through December of 1991, he was employed in various capacities (most recently as Manager, Facilities Operations) for Atlantic Richfield Company. From December, 1991 through November 1993, Mr. Huff was the President and owner of Clayton Consulting, Inc., a privately-held facilities management consulting firm. From November of 1993 to October 1995, Mr. Huff served as Facilities Manager with the Dial Corporation located in Scottsdale, Arizona. Since October 1995 to the present time, he has been and currently is employed by Hilti Corporation, an international company with western hemisphere headquarters in Tulsa, Oklahoma, as Director of Administrative Operations. He is a Certified Facilities Manager certified by the International Facilities Management Association ("IFMA"). Mr. Huff is a 1972 graduate of the University of Colorado with a degree in business, and a 1974 graduate of Colorado State University with a degree in Industrial Construction Management. James E. Huff: Member of the Board of Directors of the Company since November 1987. Mr. Huff worked continuously and extensively in the oil and gas industry from 1977 to 1986, first as a landman for a major oil and gas company, and later as an independent landman, consultant and manager of his own exploration office in North Dallas, Texas. From June 1986 to February 1990 Mr.Huff was employed by Electronic Data Systems Corporation as a regional marketing director, southwestern region USA, in Plano, Texas. Since February 1990 Mr. Huff has been employed by Computer Science Corporation in the Dallas, Texas area. In September 1994, Mr. Huff accepted a transfer to Houston, Texas where he opened the CSC Consulting office. At the present time, he is a partner in CSC Consulting and Manager of the CSC Consulting Houston, Texas office. Mr. Huff graduated from the University of Colorado in 1977 with a degree in business administration. Tish M. Hartman: Ms. Hartman has been employed in the oil and gas industry with Black Dome Energy Corporation since April 18, 1985 in the capacity of Administrative Assistant to Edgar J. Huff. Ms. Hartman held the position of Assistant Corporate Secretary from July 22, 1985 to September 1, 1994, and has held the position of Corporate Secretary from September 2, 1994 through the present. Ms. Hartman does not perform policy making or similar functions for the Company. There is no family relationship between any Director or nominee for Director of the Company and any other Director or Executive Officer of the Company, except that Messrs. Robert C. Huff and James E. Huff are brothers and the children of Edgar J. Huff. 10 DIRECTORS' MEETINGS During 1997 there were no Directors meetings held. Accordingly, no Director received any compensation during 1997 for acting as a Director of the Company. ITEM 11. EXECUTIVE COMPENSATION. - --------------------------------- Executive Compensation - ---------------------- The following tabular information includes all plan and non-plan compensation paid to the Company's president and all other executive officers whose total annual salary and bonus is $100,000 or more for the Company's last three completed fiscal years: SUMMARY COMPENSATION
Annual Compensation Long-Term Compensation ------------------------------- ---------------------- Awards Payouts ------ ------- Other Rest. Securities Name and Annual Stock Underlying LTIP All Principal Salary Bonus Comp. Awards Options Payouts Other Position Year ($) ($) ($) ($) (#) ($) Compensation - ---------------- ---- ------ ----- ------ ------ ---------- ------- ------------ Edgar J. Huff 1997 0 0 0 0 0 0 $122,500(1) President, CEO, 1996 62,500 0 0 0 0 0 100,000(1) Treasurer and 1995 100,000 0 0 0 0 0 0 Chairman of the Board) Joseph R. Albi, 1997 0 0 0 0 0 0 0 Jr. (Exec. Vice 1996 0(2) 0 0 0(2) 0 0 0 President) 1995 0(2) 0 0 0(2) 0 0 0
(1) During the fiscal year ended December 31, 1996, Mr. Huff received payment of $100,000 out of a total of $222,500 in deferred compensation that was due to him for services performed during previous years. The remaining $122,500 was paid to him during the fiscal year ended December 31, 1997. No further amounts are due and Mr. Huff has agreed to serve without charge until the Company's dissolution has been completed. (2) On July 1, 1991, the Company entered into a three-year Employment Contract with Mr. Joseph R. Albi, Jr. which provided for annual compensation of $60,000 per year ($5,000/month) and the issuance of 7,256,000 shares of the restricted no par value Common Stock of the Company valued at $.00125 per share or $9,070. The shares were restricted for the term of Mr. Albi's contract which began on July 1, 1991 and ended on June 30, 1994 and were forfeitable as follows: If Mr. Albi left the employ of the Company prior to June 30, 1992, all of the shares would be forfeited; prior to June 30, 1993, two-thirds of the shares would be forfeited; and prior to June 30, 1994, one-third of the shares would be forfeited. Mr. Albi left the employ of the Company on June 30, 1994 and became vested in the entire 7,256,000 shares of restricted no par value common stock of the Company. 11 Compensation of Directors - ------------------------- Standard Arrangements. Directors of the Company receive a fee of $100 per meeting for their attendance at meetings of the Company's Board of Directors, and are entitled to reimbursement for reasonable travel expenses. During 1997, no compensation was paid to any of the Company's Directors as no meetings were held. Other Arrangements. There are no other arrangements pursuant to which the Company's Directors receive compensation from the Company for services as Directors. OPTIONS/SAR GRANTS IN LAST FISCAL YEAR Individual Grants ----------------------------------------- Pot. Realizable Number of Value at Securities % of Total Assumed Rates of Underlying Options Stock Price App. Options Granted to Exercise Exp. for Option Term Name Granted Employees Price Date 5%($) 10%($) - ---- ---------- ---------- -------- ---- ----- ------ Edgar J. Huff 0(1) 0 0 0 0 0 (1) No stock options have been issued by the Company during 1997. As of December 31, 1997, the Company does not have a stock option plan available to any employee and/or director of the Company. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES Number of Securities Value of Underlying Unexercised Unexercised In-the-Money Options at Options at Shares 12/31/97 12/31/97 Acquired on Value Exercisable/ Exercisable/ Name Exercise (#) Realized ($) Unexercisable Unexercisable - ---- ------------ ------------ ------------- ------------- Edgar J. Huff 0(1) 0 0 0 (1) No stock options were exercised during fiscal year 1997. As of December 31, 1997, the Company does not have a stock option plan available to any employee and/or director of the Company. As of December 31, 1997, the Company does not have an Incentive Stock Option Plan available to its employees and/or directors. LONG TERM INCENTIVE PLAN ("LTIP") AWARDS TABLE The following table sets forth each award made to a named executive officer in the last completed fiscal year under any LTIP: 12 LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR Estimated Future Payouts Under Non-Stock Price-Based Plans ------------------------------ (a) (b) (c) (d) (e) (f) Number of Performances or Shares, Units Other Period or Other Until Maturation Threshold Target Maximum Name Rights (#) or Payout ($ or #) ($ or #) ($ or #) - ---- ------------- ---------------- --------- -------- -------- Edgar J. Huff -0- N/A -0- -0- -0- On May 1, 1993, the Board of Directors of the Company adopted an IRS approved (Model Form 5035-A) Salary Deferred Simplified Employee Pension Plan (SAR-SEP) allowing eligible salaried employees to contribute (through elective deferrals) a portion of their salary on a before tax basis to individual IRA accounts set up on behalf of the Company. The subject plan was terminated effective June 30, 1997. During the fiscal year ended December 31, 1997, the Company made no contributions to the IRA accounts of non-key employees. Other Compensation - ------------------ No other compensation (not covered by the above categories) was paid or distributed during the last fiscal year to any executive officer of the Company. Employment Contracts and Termination of Employment and Change of Control Arrangements - -------------------------------------------------- The Company's only remaining employment agreement was terminated effective June 30, 1996 at the request of the employee, Mr. Edgar J. Huff, who has agreed to continue to serve as the Company's President without charge until such time as the dissolution of the Company has been completed. The Company has no compensatory plan or arrangement, including payments to be received from the Company, with respect to any individual named above for the latest or the next preceding fiscal year, if such plan or arrangement results or will result from the resignation, retirement or any other termination of such individual's employment with the Company, or from a change in control of the Company or a change in the individual's responsibilities following a change in control. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. - ------------------------------------------------------------------------- The following table sets forth as of March 21, 1998, information with respect to the ownership of the Company's no par value Common Stock by each person, including any "group" as that term is defined in Section 13(d) (3) of the Securities Exchange Act of 1934, known by the Company to own beneficially more than five percent of its outstanding equity securities, and by its Directors and Officers individually and by its Officers and Directors as a group. Information as to beneficial ownership is based upon statements furnished to the Company by such persons. 13 Amount and Nature Name and Address of Beneficial Percent of Beneficial Owner Title of Class Ownership(1) of Class - ------------------- -------------- ------------ -------- Edgar J. Huff(2) Common Stock 43,698 59.25% P.O. Box 4119 (No Par Value) Evergreen, CO 80437 James E. Huff(3) Common Stock 1,099 1.49% 2414 Briar Ridge Dr. (No Par Value) Houston, TX 77057 Robert C. Huff(3) Common Stock 999 1.35% 9930 S. 87th E. Ave. (No Par Value) Tulsa, OK 74133 Joseph R. Albi, Sr.(3) Common Stock 300 .41% P.O. Box 5271, T.A. (No Par Value) Denver. CO 80217 Tish M. Hartman (4) Common Stock 400 .54% P.O. Box 4119 (No Par Value) Evergreen, CO 80437 Officers and/or Common Stock 46,496 63.04% Directors as a (No Par Value) Group (5 persons) - ----------------- (1) All beneficial owners have sole voting and investment power over shares indicated in the table. (2) President, Treasurer and Director of the Company. (3) Director of the Company. (4) Corporate Secretary. Edgar J. Huff currently controls the Company by virtue of his ownership of 59.25% of the Company's outstanding Common Stock. There is no arrangement known to the Company, including any pledge by any person of securities of the Company or any of its parents, the operation of which may at a subsequent date result in a change in control of the Company. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. - --------------------------------------------------------- Transactions With Management and Others - --------------------------------------- No Director or Executive Officer of the Company, nominee for election as a Director, security holder who is known to the Company to own of record or beneficially more than 5% of any class of the Company's voting securities or any relative or spouse of any of the foregoing persons, or any member of the immediate family of any such persons, has had any transaction, or series of similar transactions, since the beginning of the Company's last fiscal year, or has any currently proposed transaction, or series of transactions, to which the Company was or is to be a party, in which the amount involved exceeds $60,000 and in which any of such persons had or will have any direct or indirect material interest. 14 Related Party Transactions - -------------------------- In December, 1997, the Company transferred all of its assets to Clayton Corporation Petroleum & Natural Gas Production (a privately-held Nevada corporation which is controlled by Edgar J. Huff, the Company's President and controlling shareholder) to hold in a liquidating trust for distribution to the Company's shareholders. Although all of the third-party costs associated with the winding up of the Company's affairs and the distribution of its assets are to be paid by Clayton Corporation Petroleum & Natural Gas Production as trustee from the assets it currently holds in trust for the shareholders of the Company, Clayton Corporation Petroleum & Natural Gas Production is to receive no compensation for its services. At the direction of the Company's Board of Directors, all of the trust assets have been invested in a money market account with Olde Discount Corporation for the benefit of the Company's shareholders. All earnings on the account are to be distributed with the trust assets to the Company's shareholders on a pro rata basis after the payment of all third-party costs associated with the winding up of the Company's affairs and causing the subject distribution to be made. Certain Business Relationships - ------------------------------ No director or nominee for director is, or during the last fiscal year has been, an executive officer of, owns, or during the last fiscal year has owned, of record or beneficially in excess of ten percent equity interest in, any business or professional entity that has made during the Company's current fiscal year, payments to the Company for property or services in excess of five percent of (i) the Company's consolidated gross revenues for its last full fiscal year, or (ii) the other entity's consolidated gross revenues for its last full fiscal year. No director or nominee for director is, or during the last fiscal year has been, an executive officer of or owns, or during the last fiscal year has owned, of record or beneficially in excess of ten percent equity interest in, any business or professional entity to which the Company has made during the Company's last full fiscal year, or proposes to make during the Company's current fiscal year, payments for property or services in excess of five percent of (i) the Company's consolidated gross revenues for its last full fiscal year, or (ii) the other entity's consolidated gross revenues for its last full fiscal year. No director or nominee for director is, or during the last fiscal year has been, an executive officer of, or owns, or during the last fiscal year has owned, of record or beneficially, in excess of ten percent equity interest in, any business or professional entity to which the Company was indebted at the end of the Company's last full fiscal year in the aggregate amount in excess of five percent of the Company's total consolidated assets at the end of such fiscal year. No director or nominee for director is, or during the last fiscal year has been, a member of, or of counsel to, a law firm that the Company has retained during the last fiscal year or proposes to retain during the current fiscal year where the dollar amount of such fees paid to such law firm exceeded five percent of such law firm's gross revenues for its past fiscal year. No director or nominee for director is, or during the last fiscal year has been, a partner or executive officer of any investment banking firm that has performed services for the Company, other than as a participating underwriter in a syndicate, during the last fiscal year or that the Company proposes to have performed during the current year.15 There are no other relationships that the Company is aware of between a director or nominee for director and the Company that are substantially similar in nature and scope to those relationships listed above. Indebtedness of Management - -------------------------- No director or executive officer of the Company, nominee for election as a director, any member of the immediate family of such persons, corporation or organization (other than the Company or a majority-owned subsidiary of the Company) of which any of such persons is an executive officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities, or any trust or other estate in which any of such persons has a substantial beneficial interest or as to which such person serves as a trustee or in a similar capacity, has been indebted to the Company at any time since the beginning of the Company's last fiscal year in an amount in excess of $60,000. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. - ------------------------------------------------- (a)(1) The following financial statements are filed as part of this report: Report of Independent Certified Public Accountants Financial Statements: Balance Sheets, December 31, 1997 and 1996 Statements of Operations for the years ended December 31, 1997, 1996 and 1995 Statement of Shareholders' Equity for the years ended December 31, 1997, 1996 and 1995 Statement of Cash Flows for the years ended December 31, 1997, 1996 and 1995 All Schedules have been omitted because they either are not required or are not applicable. Sequential (a)(3) Exhibits: Page Number -------- ----------- 3 Articles of Incorporation and Bylaws (incorporated by reference to Registration Statement on Form S-1, SEC File No. 2-67734) -- (b) No reports on Form 8-K were filed by Black Dome during the last quarter of the period covered by this report. 16 The Board of Directors and Stockholders Black Dome Energy Corporation Evergreen, Colorado REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have audited the balance sheet of Black Dome Energy Corporation as of December 31, 1997 and 1996 and the related statements of income, stockholders' equity, and cash flows for the three years ended December 31, 1997, 1996, and 1995. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit 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 Black Dome Energy Corporation as of December 31, 1997 and 1996 and the results of its operations and its cash flows for the three years ended December 31, 1997, 1996, and 1995 in conformity with generally accepted accounting principles. The Company sold all of its operating assets and ceased all operations during the year ended December 31, 1997, and disbursed all remaining funds as a liquidating dividend. /s/ HALLIBURTON, HUNTER & ASSOCIATES, P.C. Littleton, Colorado March 25, 1998 F-1 BLACK DOME ENERGY CORPORATION Balance Sheet December 31, 1997 and 1996 December 31, 1997 1996 ------------ ---------- ASSETS Current assets: Cash $ --- $ 128,220 Accounts receivable: Joint interest owners --- 623 Oil and gas sales --- 103,034 Total current assets --- 231,877 Property and equipment, at cost: Oil and gas properties, net (successful efforts method) --- 161,511 Inventory of well equipment --- 9,772 --- 171,283 Deferred income tax asset --- 300,000 $ --- $ 703,160 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable, trade $ --- $ 99,431 Accounts payable, officer --- 9,600 Deferred compensation --- 122,500 Total current liabilities 231,531 Commitments and Contingencies Stockholders' equity: Common stock, no par value. Authorized 10,000,000 shares; issued and outstanding 73,755 shares 292,415 292,415 Additional paid-in capital 1,895,938 1,895,938 Accumulated deficit (2,188,353) (1,716,724) --- 471,629 $ --- $ 703,160 See accompanying notes to financial statements F-2 BLACK DOME ENERGY CORPORATION Statement of Income December 31, 1997 1996 1995 ---------- ------- -------- Income (loss) from discontinued operations $ (58,555) 394,413 (320,121) Gain on Sale of oil and gas properties 742,484 --- --- Less income taxes 300,000 --- --- 442,484 --- --- Net income (loss) $ 383,929 394,413 (320,121) See accompanying notes to financial statements F-3 BLACK DOME ENERGY CORPORATION Statement of Stockholders' Equity Common Stock Additional Accumulated Total Stated Paid-in Earnings Stockholders' Shares Value Capital (Deficit) Equity ------- -------- --------- ----------- ----------- Balance at December 31, 1994 73,455 $292,415 1,895,938 (1,791,016) 397,337 Stock issued to employees for bonus 300 --- --- --- --- Net loss for year --- --- --- (320,121) (320,121) Balance at December 31, 1995 73,755 292,415 1,895,938 (2,111,137) 77,216 Net income for year --- --- --- 394,413 394,413 Balance at December 31, 1996 73,755 $292,415 1,895,938 (1,716,724) 471,629 Net income for year --- --- --- 383,929 383,929 Less liquidating dividends --- --- --- (855,558) (855,558) Balance at December 31, 1997 73,755 $292,415 1,895,938 (2,188,353) --- See accompanying notes to financial statements F-4 BLACK DOME ENERGY CORPORATION Statement of Cash Flows December 31, 1997 1996 1995 Cash flows from operating activities: --------- -------- --------- Net earnings (loss) $ 383,929 394,413 (320,121) Depreciation, depletion, amortization --- 81,549 199,519 Cumulative effect of accounting change --- --- 109,523 (Gain) loss on property dispositions (742,484) --- --- Write-off non-producing properties --- --- 15,438 Changes in assets and liabilities: (Increase) decrease in receivables 103,657 (23,527) 18,056 Increase (decrease) in accounts payable (99,431) 20,850 (676) (Decrease) increase in other liabilities (9,600) (662) 662 Decrease (increase) in other assets 300,000 (300,000) 2,294 (Decrease) increase in deferred compensation (122,500) (37,500) 60,000 Net cash provided (used) by operating activities (186,429) 135,123 84,695 Cash flows from investing activities: Proceeds from property dispositions 913,767 --- --- Purchase of equipment --- (20,078) (36,374) Purchase of well equipment inventory, net of (transfers) to wells and write-off of obsolete inventory --- 35,154 8,995 Net cash provided by (used in) investing activities 913,767 15,076 (27,379) Cash flows from financing activities: Decrease in line-of-credit --- --- (41,215) (Decrease) in notes payable --- (84,987) (6,522) Liquidating dividends (855,558) --- --- Net cash (used in) financing activities (855,558) (84,987) (47,737) Increase (decrease) in cash (128,220) 65,212 9,579 Cash balance at beginning of year 128,220 63,008 53,429 Cash balance at end of year $ --- 128,220 63,008 See accompanying notes to financial statements F-5 BLACK DOME ENERGY CORPORATION Notes to Financial Statements December 31, 1997 and 1996 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: OPERATIONS OF THE COMPANY Black Dome Energy Corporation was incorporated as a Colorado corporation on December 12, 1979 and was in the development stage through 1980. The Company is involved in exploration for oil and gas and the acquisition, development, and operation of oil and gas leasehold interests. During the relevant period, income from oil and gas sales was recognized as deliveries were made to the purchasers and operating income was recognized as services were performed in the management and operations of the producing properties. At the December 1996 Stockholders' Meeting, the stockholders approved disposition of its oil and gas properties. In reviewing the Statement of Financial Accounting Standards No. 121, paragraph 19, it was determined that no loss will be incurred in the disposition. The Company was liquidated in 1997. PROPERTY AND EQUIPMENT AND DEPRECIATION, DEPLETION, AND AMORTIZATION The Company followed the successful-efforts method of accounting for oil and gas exploration and development costs. Under this method, lease acquisition costs and exploration and development costs attributable to the finding and development of proved reserves are capitalized. Exploratory dry hole costs and other nonproductive oil and gas activities are expensed. Costs of nonproductive leases are charged to expense when abandoned or substantially impaired, based upon a property-by-property evaluation. Capitalized costs relating to producing properties are depleted or depreciated on the units-of- production method based on the total of proved reserves. Expenditures for repairs and maintenance costs and delay rentals are charged to expense as incurred; renewals and betterments are capitalized. The cost and related accumulated depreciation, depletion, or amortization of property sold or otherwise retired are eliminated from the accounts; and gains or losses on dispositions are reflected in the consolidated statement of operations. Furniture, office equipment, and an automobile are depreciated using the straight-line method of depreciation over the estimated useful lives of the assets. INVENTORY Inventory of lease and well equipment was valued at the lower of cost or market. Cost is determined by either the specific identification method or average cost method depending on the nature of the inventory item. INCOME TAXES The Company accounts for income taxes using tax-liability method in accordance with Financial Accounting Standards Board Statement No. 109. GAIN (LOSS) PER SHARE Gain (loss) per common share is computed on the basis of the weighted average number of shares of common stock and common stock equivalents outstanding during the year. There were 73,755 shares outstanding at December 31, 1997 and 1996. F-6 BLACK DOME ENERGY CORPORATION Notes to Financial Statements, Continued December 31, 1997 and 1996 BASIS OF PRESENTATION The Company discontinued operations in 1997. 2. OIL AND GAS OPERATIONS: Information related to the Company's oil and gas operations is summarized as follows: December 31, 1996 1995 Capitalized costs: -------- -------- Proved oil and gas properties $906,235 885,006 906,235 885,006 Accumulated depletion, depreciation and amortization 744,724 664,012 $161,511 220,994 Costs incurred in oil and gas producing activities: Exploration costs --- 10,110 Production costs 205,146 188,999 Depreciation, depletion, and amortization expense 81,549 199,519 $286,695 398,628 Sales of oil and gas, net of production costs $318,759 $ 3,999 There were no 1997 operations 3. INCOME TAXES: The Company reports income for financial statements and income tax reporting on the same basis of accounting. The Financial Accounting Standards Board issued Statement No. 109, "Accounting for Income Taxes", which employs an asset and liability approach for income taxes, the objective of which is to recognize the amount of current and deferred tax payable at the date of the financial statements using the provisions of enacted tax laws. The Company has applied the provisions of Statement 109 in the accompanying financial statements. The deferred tax and related valuation allowance for the loss carryforwards are calculated at the end of each year as follows: 1997 1996 1995 Prior Years Loss Carryforward ---------- --------- --------- ----------- for tax purposes $(700,000) 1,060,000 1,155,000 945,000 Deferred tax asset (40 percent) 300,000 424,000 462,000 378,000 Valuation allowance equal to amount which the deferred tax exceeds the deferred tax liability --- 124,000 462,000 378,000 Net deferred tax asset $(300,000) 300,000 --- --- F-7 BLACK DOME ENERGY CORPORATION Notes to Financial Statements, Continued December 31, 1997 and 1996 3. INCOME TAXES, continued: Income tax benefit is calculated as follows using a 40% tax rate. Benefit from estimated gain of $750,000 on sale of all of the corporate oil and gas properties. 4. COMMITMENTS AND CONTINGENCIES: The Company is a co-defendant in litigation concerning an alleged indebtedness resulting from a guarantee not to exceed $25,000 plus interest and expenses. The Company intends to vigorously defend itself against the claims as it believes it has potentially valid defenses, 5. ENVIRONMENTAL LIABILITIES: The company's oil and gas operations are subject to various federal, state, and local laws and regulations regarding environmental and ecological matters. These laws and regulations, among other things, impose liability on the Company, as a lessee under an oil and gas lease for the cost of pollution clean-up resulting from operations, subject the lessee to liability for pollution damages, require suspension or cessation of operations in affected areas and impose restrictions on the injection of liquids into subsurface aquifers that may contain groundwater. As of December 31, 1997, the Company was not aware of any environmental claims that would have a material impact upon the Company's financial position or results of operations. 6. RELATED PARTY TRANSACTIONS: In December 1997, the Company transferred all of its asset to Clayton Corporation Petroleum & Natural Gas Production (a privately-held Nevada corporation that is controlled by Edgar J. Huff, the Company's President and controlling shareholder) to hold in a liquidating trust for distribution to the Company's shareholders. Although all of the third-party costs associated with the winding up of the Company Petroleum & Natural Gas Production's affairs and the distribution of its assets are to be paid by Clayton Corporation as trustee from the assets it currently holds in trust for the shareholders of the Company, Clayton Corporation Petroleum & Natural Gas Production is to receive no compensation for its services. At the direction of the Company's Board of Directors, all of the trust assets have been invested in a money market account with Olde Discount Corporation for the benefit of the Company's shareholders. All earnings on the account are to be distributed with the trust assets to the Company's shareholders on a pro rata basis after the payment of all third-party costs associated with the winding up of the Company's affairs and causing the subject distribution to be made. F-8 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated this 30th day of March, 1998. BLACK DOME ENERGY CORPORATION By:/s/ Edgar J. Huff Edgar J. Huff, President, Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Company and in the capacities and on the dates indicated. Name and Capacity Date /s/ Edgar J. Huff March 30, 1998 Edgar J. Huff, Director /s/ Joseph R. Albi March 30, 1998 Joseph R. Albi, Sr., Director /s/ Robert C. Huff March 30, 1998 Robert C. Huff, Director /s/ James E. Huff March 30, 1998 James E. Huff, Director EX-27 2
5 This schedule contains summary financial information extracted from the balance sheet and statement of income found on pages F-2 and F-3 of the Company's Form 10-KSB for the fiscal year ended December 31, 1997, and is qualified in its entirety by reference to such financial statements. YEAR DEC-31-1997 DEC-31-1997 0 0 0 0 0 0 0 0 0 0 0 0 0 292,415 (292,415) 0 0 0 0 0 0 0 0 742,484 300,000 0 (58,555) 0 0 383,929 0 0
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