-----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, Elvr/v+w8TCxmag+lG3Saa27fAHb7E2mny7AIlyS5ujxyBpi4yfjgVZ8aUljvHms xrZ4aa0gyJk2tPSYxmp36g== 0001038838-03-000336.txt : 20030522 0001038838-03-000336.hdr.sgml : 20030522 20030522130824 ACCESSION NUMBER: 0001038838-03-000336 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030520 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MID POWER SERVICE CORP CENTRAL INDEX KEY: 0000725395 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 880478633 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-85602-D FILM NUMBER: 03715882 BUSINESS ADDRESS: STREET 1: 3753 HOWARD HUGHES PARKWAY, SUITE 200 CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 702-784-7683 MAIL ADDRESS: STREET 1: 3753 HOWARD HUGHES PARKWAY, SUITE 200 CITY: LAS VEGAS STATE: NV ZIP: 89109 FORMER COMPANY: FORMER CONFORMED NAME: CAPLAN CORP DATE OF NAME CHANGE: 19920703 8-K 1 form8k052003.txt FORM 8-K DATED MAY 20, 2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 20, 2003 MID-POWER SERVICE CORPORATION ----------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 2-85602-D 88-0478633 ---------------- ------------- -------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 3753 Howard Hughes Parkway Suite 200 Las Vegas, Nevada 89109 ---------------------------------------------------- (Address of principal executive offices) (Zip Code) (702) 784-7683 --------------------------------------------------- (Registrant's telephone number, including area code) n/a ------------------------------------------------------------- (Former name or former address, if changed since last report) - -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS - -------------------------------------------------------------------------------- On May 20, 2003, Mid-Power Service Corporation ("Mid-Power") and its subsidiary, Mid-Power Resource Corporation, filed Chapter 11 Monthly Operating Reports for the month of April 2003 with the United States Bankruptcy Court for the District of Nevada, copies of which (without attachments) are included as exhibits to this report. The April monthly operating reports are the first monthly operating reports to fully reflect the results of the settlement agreement the Company reached with Edward Mike Davis, which was approved by the Bankruptcy Court on April 9, 2003, and announced in the Company's Current Report on Form 8-K filed April 21, 2003. - -------------------------------------------------------------------------------- ITEM 7. EXHIBITS - -------------------------------------------------------------------------------- The following are filed as exhibits to this report: SEC Exhibit Reference Number Number Title of Document Location - ----------- ------------ ------------------------------------------ ------------ Item 99 Other Exhibits - ----------- ------------ ------------------------------------------ ------------ 99.01 99 Mid-Power Service Corporation Chapter 11 This filing Monthly Operating Report (General Business Case) for April 2003 99.02 99 Mid-Power Resource Corporation Chapter 11 This filing Monthly Operating Report (General Business Case) for April 2003 2 - -------------------------------------------------------------------------------- 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. MID-POWER SERVICE CORPORATION Dated: May 21, 2003 By: /s/ James W. Scott ----------------------------- James W. Scott, President 3 EX-99.01 3 ex9901form8k052003.txt CHAPTER 11 APRIL 2003 OPERATING REPORT - MPSC Exhibit 99.01
UNITED STATES BANKRUPTCY COURT DISTRICT OF NEVADA In re: Mid-Power Service Corporation Case No. BK-S-03-10874-RCJ CHAPTER 11 MONTHLY OPERATING REPORT (GENERAL BUSINESS CASE) - ------------------------------------------------------------------------------------------------------------------------------ SUMMARY OF FINANCIAL STATUS MONTH ENDED: Apr-03 PETITION DATE: 01/24/03 - ------------------------------------------------------------------------------------------------------------------------------- 1. Debtor in possession (or trustee) hereby submits this Monthly Operating Report on the Accrual Basis of accounting (or if checked here [ ] the Office of the U.S. Trustee or the Court has approved the Cash Basis of Accounting for the Debtor). Dollars reported in $1 2. Asset and Liability Structure End of Current Month End of Prior Month As of Petition Filing a. Current Assets $44,726 $47,925 b. Total Assets $32,572,690 $35,035,982 $47,925,781 c. Current Liabilities $469,922 $362,884 13,052.92 d. Total Liabilities $6,178,759 $16,408,388 $24,545,123 Cumulative 3. Statement of Cash Receipts & Disbursements for Month Current Month Prior Month (Case to Date) a. Total Receipts $48,376 $96,099 $237,614 b. Total Disbursements $49,660 $95,682 $256,089 c. Excess (Deficiency) of Receipts Over Disbursements (a - b) ($1,284) $417 ($18,475) d. Cash Balance Beginning of Month $4,772 $4,356 $21,963 e. Cash Balance End of Month (c + d) $3,488 $4,773 $3,488 Current Month Prior Month Cumulative (Case to Date) 4. Profit/(Loss) from the Statement of Operations $11,166,409 ($128,536) $10,803,542 5. Account Receivables (Pre and Post Petition) $0 $0 6. Post-Petition Liabilities $469,922 $362,884 7. Past Due Post-Petition Account Payables (over 30 days) $0 $0 At the end of this reporting month: Yes No 8. Have any payments been made on pre-petition debt, other than payments in the normal Footnote 2 course to secured creditors or lessors? (if yes, attach listing including date of payment, amount of payment and name of payee) 9. Have any payments been made to professionals? (if yes, attach listing including date of payment, amount of payment and name of payee) X 10. If the answer is yes to 8 or 9, were all such payments approved by the court X 11. Have any payments been made to officers, insiders, shareholders, relatives? (if yes, X attach listing including date of payment, amount and reason for payment, and name of payee) 12. Is the estate insured for replacement cost of assets and for general liability? X 13. Are a plan and disclosure statement on file? X 14. Was there any post-petition borrowing during this reporting period? X 15. Check if paid: Post-petition taxes; [X] U.S. Trustee Quarterly Fees [ ] Check if filing is current for: Post-petition tax reporting and tax returns: [X]. (Attach explanation, if post-petition taxes or U.S. Trustee Quarterly Fees are not paid current or if post-petition tax reporting and tax return filings are not current.) Total assets include a $30.6 million investment in Mid-Power Resource Corporation. ON A CONSOLIDATED, GAAP BASIS OF ACCOUNTING, THE $11.4 MILLION GAIN ON LEGAL SETTLEMENT RECORDED ON MID-POWER SERVICE CORPORATION'S STAND-ALONE APRIL MONTHLY OPERATING REPORT IS COMPLETELY OFFSET BY THE $11.4 MILLION IMPAIRMENT LOSS RECORDED ON MID-POWER RESOURCE'S MARCH OPERATING REPORT. I declare under penalty of perjury I have reviewed the above summary and attached financial statements, and after making reasonable inquiry believe these documents are correct. Date: May 19, 2003 /s/ James W. Scott ------------------------------------------------------------------ Responsible Individual
STATEMENT OF OPERATIONS (General Business Case) For the Period April 1 - April 30, 2003 Current Month - ------------------------------------------------------------- Actual Forecast Variance Cumulative Next Month (Case to Date) Forecast - Revenues: $0 - $0 1 Gross Sales - - - - - 2 less: Sales Returns & Allowances - - - - - 3 Net Sales - - - - 4 less: Cost of Goods Sold (Schedule 'B') - - - - 5 Gross Profit - - - - - 6 Interest 2,698 - - - - 7 Other Income: - - 11,426,648 - 11,426,648 8 Gain on Legal Settlement 11,426,648 - - - - 9 - - 11,426,648 - 11,426,648 10 Total Revenues 11,429,346 - Expenses: - - - 11 Compensation to Owner(s)/Officer(s) - - 17,383 17,383 - 0% 12 Salaries 54,818 17,383 - - - 0% 13 Commissions - - 8,027 11,320 3,293 29% 14 Contract Labor 43,760 14,150 - 310 310 100% 15 Rent/Lease: 621 - Personal Property 2,802 2,802 - 0% 16 Real Property 9,168 3,338 2,043 2,043 - 0% 17 Insurance 7,039 2,000 - - - 0% 18 Management Fees - - - - - 0% 19 Depreciation 318 - 2,269 1,616 (653) -40% 20 Taxes: 5,998 1,415 Employer Payroll Taxes - - - 0% 21 Real Property Taxes - - - 75 75 100% 22 Other Taxes 25 - 9,950 - (9,950) 0% 23 Other Selling 9,950 - 3,939 5,272 1,333 25% 24 Other Administrative 14,608 4,962 150,000 - (150,000) 0% 25 Interest 151,260 - - 0% 26 Other Expenses: 1,800 1,800 - 0% 27 Patent License Fees 4,200 1,200 36,772 30,000 (6,772) -23% 28 Product Development 171,689 60,000 2,890 10,000 7,110 71% 29 Auditors 13,675 5,000 - 3,294 3,294 100% 30 Travel 6,128 3,294 403 800 397 50% 31 U.S. Stock Transfer Group 1,738 800 6,966 - (6,966) 0% 32 SEC attorney 21,467 10,000 - - - 0% 33 - - 0% 34 245,244 86,715 (158,529) 35 Total Expenses 516,462 123,542 11,181,404 (86,715) 11,268,119 36 Subtotal 10,912,884 (123,542) (14,995) (80,000) (65,005) 37 Reorganization Items: (108,092) (20,000) Professional Fees - 38 Provisions for Rejected Executory Contracts - 39 Interest Earned on Accumulated Cash from Resulting Chp 11 Case - 40 Gain or (Loss) from Sale of Equipment - - - 41 U.S. Trustee Quarterly Fees (1,250) - - 42 (14,995) (80,000) 65,005 43 Total Reorganization Items (109,342) (20,000) 11,166,409 (166,715) 11,333,124 44 Net Profit (Loss) Before Federal & State Taxes 10,803,542 (143,542) - 45 Federal & State Income Taxes $11,166,409 ($166,715) $11,333,124 46 Net Profit (Loss) $10,803,542 ($143,542) Attach an Explanation of Variance to Statement of Operations (For variances greater than +/- 10% only):
MID-POWER SERVICE CORPORATION BK-S-10874-RCJ STATEMENT OF OPERATIONS - VARIANCE EXPLANATIONS Line 8 - Gain on Legal Settlement See Footnotes 1 and 2. Line 14 - Contract Labor Less hours billed by contract accountant during month. Line 15 - Rent/Lease of Personal Property Lease ended. Line 20 - Payroll Taxes Represents under-accrual of Nevada employer payroll taxes. Line 23 - Other Selling Two gas turbine generators were shipped in readiness for sale of the manifolds in May 2003. Line 24 - Other Administrative Amounts fluctuate on a monthly basis. Line 25 - Interest Expense See Footnote 1. Line 28 - Product Development Development expenses forecasted to occur in May were incurred in April in attempts to wrap-up one project. Line 29 - Auditors Expense of accounting review of settlement agreement and other quarterly costs less than forecasted. Line 30 - Travel No travel expenses were incurred in April 2003. Line 32 - SEC Attorney Costs related to filing 8K filings during month of April, including disclosing settlement agreement. Line 37 - Professional Fees Forecast for legal fees relating to bankruptcy had been overstated.
BALANCE SHEET (General Business Case) For the Month Ended 04/30/03 Assets From Schedules Market Value Current Assets 1 Cash and cash equivalents - unrestricted $3,488 2 Cash and cash equivalents - restricted $0 3 Accounts receivable (net) A $0 4 Inventory B $0 5 Prepaid expenses $6,238 6 Professional retainers $35,000 7 Other: $0 8 9 Total Current Assets $44,726 Property and Equipment (Market Value) 10 Real property C $0 11 Machinery and equipment D, Footnote 2 $900,000 12 Furniture and fixtures D $0 13 Office equipment D $5,650 14 Leasehold improvements D $0 15 Vehicles D $0 16 Other: D $0 17 D 18 D 19 D 20 D 21 Total Property and Equipment $905,650 Other Assets 22 Loans to shareholders $0 23 Loans to affiliates Footnote 2 $930,300 24 Loans to unrelated parties, net of $328,575 allowance $77,725 25 Investment in Mid-Power Resource Corp. Footnote 3 $30,614,289 26 27 28 Total Other Assets $31,622,314 29 Total Assets $32,572,690 NOTE: See footnotes following this balance sheet. Liabilities and Equity (General Business Case) Liabilities From Schedules Post-Petition Current Liabilities 30 Salaries and wages $0 31 Payroll taxes $0 32 Real and personal property taxes $0 33 Income taxes $0 34 Sales taxes $0 35 Notes payable (short term) $0 36 Accounts payable (trade) A $42,278 37 Real property lease arrearage $0 38 Personal property lease arrearage $0 39 Accrued professional fees (accrued but not yet approved by Trustee) $168,409 40 Current portion of long-term post-petition debt (due within 12 months) $235,508 41 Other: Accrued ordinary course expenses $22,467 42 Interest expense - DIP loan $1,260 43 Accrued trustee fees 44 Total Current Liabilities $469,922 45 Long-Term Post-Petition Debt 46 Total Post-Petition Liabilities $469,922 Pre-Petition Liabilities (allowed amount) 47 Secured claims F $0 48 Priority unsecured claims F $0 49 General unsecured claims F, Footnote 2 $5,708,837 50 Total Pre-Petition Liabilities $5,708,837 51 Total Liabilities $6,178,759 Equity (Deficit) Footnote 2 52 Retained Earnings/(Deficit) at time of filing ($5,519,415) 53 Capital Stock, $.001 Par Value, 100,000,000 shares authorized, 27,972,276 issued and outstanding $10,847 54 Additional paid-in capital $25,489,153 55 Cumulative profit/(loss) since filing of case $10,803,542 56 Post-petition contributions/(distributions) or (draws) 57 58 Market value adjustment Footnote 3 ($4,390,196) 59 Total Equity (Deficit) $26,393,931 60 Total Liabilities and Equity (Deficit) $32,572,690
Mid-Power Service Corporation BK-S 03-10874-RCJ Footnotes to the Balance Sheet As Of April 30, 2003 Footnote 1 Mid-Power Service Corporation is presented on a stand-alone basis for bankruptcy reporting purposes. Mid-Power Service Corporation's financial statements do not represent financial statements prepared in accordance with generally accepted accounting principles for the consolidated, SEC-registered Mid-Power Service Corporation. The monthly operating report of Mid-Power Resource Corporation, a wholly-owned subsidiary of Mid-Power Service Corporation, should be read in conjunction with reading these financial statements. The operations of other wholly-owned subsidiaries have not been reflected in these financial statements. On a consolidated, generally-accepted accounting principle basis, the $11.4 million of gain on legal settlement recorded on Mid-Power Service Corporation's stand-alone April Operating Report is completely offset by the $11.4 million impairment loss recorded on Mid-Power Resource Corporation's March Operating Report. Footnote 2 As noted in the March 2003 monthly operating report, the Bankruptcy Court approved a settlement between Mid-Power Service Corporation ("Mid-Power", the consolidated, public-held entity) and Edward Mike Davis on April 9, 2003. For a full discussion of the full effect of the settlement agreement, see Mid-Power's current event report on Form 8-K filed April 21, 2003. This settlement resulted in the following adjustments to Mid-Power Service Corporation (stand-alone) April monthly operating report:
Increase (Decrease) ------------------- Assets Transfer of two gas generators to Edward Mike Davis $ (132,628) Reduction in receivable from Mid-Power Resource * (2,327,465) ------------------- $ (2,460,093) ------------------- Pre-Petition Liabilities ------------------- General unsecured claims $ (10,336,667) ------------------- Equity (Deficit) Cancellation of Edward Mike Davis capital stock $ (17,125) Additional paid-in capital: Reduction in additional paid in capital associated with cancellation (3,407,948) Issuance of options 25,000 Cumulative profit (loss) since filing of case: Interest payable on Edward Mike Davis note for 1st quarter 2003 ** (150,000) Gain on legal settlement 11,426,647 ------------------- $ 7,876,574 -------------------
* Mid-Power Resource assets were transferred to Edward Mike Davis as part of the settlement. ** Interest expense had not been recorded in the February and March operating reports in accordance with AICPA Statement of Position 90-7. To reflect the full amount of the legal settlement, which included cancellation of Mid-Power's $10.0 million promissory note and all accrued interest, fees and charges, interest for first quarter 2003 was recorded in this operating report. Footnote 3 The value of Mid-Power Service's wholly-owned investment, Mid-Power Resource Corporation, was adjusted in the March operating report to reflect Mid-Power Resource's equity balance on March 31, 2003. This valuation reflected the $11.4 million impairment Mid-Power Resource recorded on its Clear Creek property in March 2003. The application of generally accepted accounting principles might provide different results. This adjustment was reflected in the market value component of the equity section. In addition, the market value adjustment reflects the removal of a GAAP-calculated $8.5 million deferred tax liability included in the February monthly operating report but which did not reflect an existing claim by the IRS.
SCHEDULES TO THE BALANCE SHEET (General Business Case) Schedule A Accounts Receivable and (Net) Payable Receivables and Payables Agings Accounts Receivable Accounts Payable Past Due [Pre and Post Petition] [Post Petition] Post Petition Debt 0 -30 Days 0 $0 42,278.00 31-60 Days 0 61-90 Days 0 $0 91+ Days 0 Total accounts receivable/payable $0 $42,278 Allowance for doubtful accounts Accounts receivable (net) $0 Schedule B Inventory/Cost of Goods Sold Types and Amount of Inventory(ies) Cost of Goods Sold Inventory(ies) Inventory Beginning of Month Balance at End of Month Add - Retail/Restaurants - Net purchase Product for resale Direct labor Manufacturing overhead Distribution - Freight in Products for resale Other: Manufacturer - Raw Materials Work-in-progress Less - Finished goods Inventory End of Month Shrinkage Other - Explain Personal Use Cost of Goods Sold $0 TOTAL $0 Method of Inventory Control Inventory Valuation Methods Do you have a functioning perpetual inventory system? Indicate by a checkmark method of inventory used. Yes [ ] No [ ] How often do you take a complete physical inventory? Valuation methods - FIFO cost Weekly LIFO cost Monthly Lower of cost or market Quarterly Retail method Semi-annually Other Annually Explain Date of last physical inventory was __________________________________ Date of next physical inventory is ___________________________________
Schedule C Real Property Description Cost Market Value 0 0 0 Total 0 $0 $0 Schedule D Other Depreciable Assets Description Cost Market Value Machinery & Equipment - Two GG4A-7 Non-Flight Pratt and Whitney turbine engines $900,000 $900,000 Total $900,000 $900,000 Furniture & Fixtures - Total $0 $0 Office Equipment - Computers, furniture, etc. $5,650 $5,650 Total $5,650 $5,650 Leasehold Improvements - Total $0 $0 Vehicles - Total $0 $0
Schedule E Aging of Post-Petition Taxes (As of End of the Current Reporting Period) Taxes Payable 0-30 Days 31-60 Days 61-90 Days 91+ Days Total Federal Income Tax Withholding $0 $0 FICA - Employee $0 $0 FICA - Employer $0 $0 Unemployment (FUTA) $0 $0 Income $0 $0 Other (Attach List) $0 $0 Total Federal Taxes $0 $0 $0 $0 $0 State and Local Income Tax Withholding $0 $0 Unemployment (UT) $0 $0 Disability Insurance (DI) $0 $0 Empl. Training Tax (ETT) $0 $0 Sales $0 $0 Excise $0 $0 Real property $0 $0 Personal property $0 $0 Income $0 $0 Other (Attach List) $0 $0 Total State & Local Taxes $0 $0 $0 $0 $0 Total Taxes $0 $0 $0 $0 $0 Schedule F Pre-Petition Liabilities List Total Claims For Each Classification - Claimed Allowed Amount Amount (b) Secured claims (a) Priority claims other than taxes Priority tax claims General unsecured claims $5,708,837 (a) List total amount of claims even it under secured. (b) Estimated amount of claim to be allowed after compromise or litigation. As an example, you are a defendant in a lawsuit alleging damage of $10,000,000 and a proof of claim is filed in that amount. You believe that you can settle the case for a claim of $3,000,000. For Schedule F reporting purposes you should list $10,000,000 as the Claimed Amount and $3,000,000 as the Allowed Amount. Schedule G Rental Income Information Not applicable to General Business Cases Schedule H Recapitulation of Funds Held at End of Month Account 1 Account 2 Account 3 Account 4 Bank Wells Fargo Account Type Checking Account No. Account Purpose Operating Balance, End of Month $3,488 Total Funds on Hand for all Accounts $3,488
Attach copies of the month end bank statement(s), reconciliation(s), and the check register(s) to the Monthly Operating Report.
STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS Increase/(Decrease) in Cash and Cash Equivalents For the Month Ended 04/30/03 Actual Cumulative Current Month (Case to Date) Cash Receipts 1 0 $0 $0 2 0 - - 3 0 - 6 4 0 48,376 235,508 5 Funds from Shareholders, Partners, or Other Insiders - - 6 Capital Contributions - - 7 Collection of accounts receivable - 2,100 8 - 9 - 10 - 11 - 12 Total Cash Receipts 48,376 237,614 Cash Disbursements 13 Payments for Inventory - 14 Selling 9,950 9,950 15 Administrative 2,168 26,453 16 Capital Expenditures - 17 Principal Payments on Debt - 18 Interest Paid - Rent/Lease: - 19 Personal Property 620 20 Real Property 9,154 Amount Paid to Owner(s)/Officer(s) - 21 Salaries - 22 Draws - 23 Commissions/Royalties - 24 Expense Reimbursements - 25 Other - 26 Salaries/Commissions (less employee withholding) 12,840 43,631 27 Management Fees - Taxes: - 28 Employee Withholding 9,088 16,529 29 Employer Payroll Taxes 4,219 6,724 30 Real Property Taxes - 31 Other Taxes 25 32 Other Cash Outflows: 33 Ordinary Course Professionals 403 9,269 34 Contract Labor 5,992 37,600 35 Product Development 1,950 85,164 36 Patent License Fees 1,800 4,200 37 U.S. Trustee 1,250 1,250 38 Advance to Mid-Power Resources 5,520 39 Total Cash Disbursements: 49,660 256,089 40 Net Increase (Decrease) in Cash (1,284) (18,475) 41 Cash Balance, Beginning of Period 4,772 21,963 41 Cash Balance, End of Period $3,488 $3,488
EX-99.02 4 ex9902form8k052003.txt CHAPTER 11 APRIL 2003 OPERATING REPORT - MPRC Exhibit 99.02
UNITED STATES BANKRUPTCY COURT DISTRICT OF NEVADA In re: Mid-Power Resource Corporation Case No. BK-S 03-10877 CHAPTER 11 MONTHLY OPERATING REPORT (GENERAL BUSINESS CASE) - ------------------------------------------------------------------------------------------------------------------------------------ SUMMARY OF FINANCIAL STATUS MONTH ENDED: Apr-03 PETITION DATE: 01/24/03 - ------------------------------------------------------------------------------------------------------------------------------------ 1. Debtor in possession (or trustee) hereby submits this Monthly Operating Report on the Accrual Basis of accounting (or if checked here [ ] the Office of the U.S. Trustee or the Court has approved the Cash Basis of Accounting for the Debtor). Dollars reported in $1 2. Asset and Liability Structure End of Current Month End of Prior Month As of Petition Filing a. Current Assets $48,361 $75,252 b. Total Assets * $32,352,390 $34,683,646 $46,108,938 c. Current Liabilities $18,457 $10,977 $16,088 d. Total Liabilities $1,760,253 $4,081,517 $4,073,070 Cumulative 3. Statement of Cash Receipts & Disbursements for Month Current Month Prior Month (Case to Date) a. Total Receipts $24,228 $369 $58,408 b. Total Disbursements $8,980 $5,981 $23,262 c. Excess (Deficiency) of Receipts Over Disbursements (a - b) $15,248 ($5,612) $35,146 d. Cash Balance Beginning of Month $19,950 $25,562 $51 e. Cash Balance End of Month (c + d) $35,198 $19,950 $35,197 Cumulative Current Month Prior Month (Case to Date) 4. Profit/(Loss) from the Statement of Operations ($9,992) ($11,442,338) ($11,437,392) 5. Account Receivables (Pre and Post Petition) $13,163 $32,203 6. Post-Petition Liabilities $18,457 $10,977 7. Past Due Post-Petition Account Payables (over 30 days) $0 $0 At the end of this reporting month: Yes No -------------------- ------------------- 8. Have any payments been made on pre-petition debt, other than payments in the normal Footnote 1 course to secured creditors or lessors? (if yes, attach listing including date of payment, amount of payment and name of payee) 9. Have any payments been made to professionals? (if yes, attach listing including date of X payment, amount of payment and name of payee) 10. If the answer is yes to 8 or 9, were all such payments approved by the court? 11. Have any payments been made to officers, insiders, shareholders, relatives? (if yes, X attach listing including date of payment, amount and reason for payment, and name of payee) 12. Is the estate insured for replacement cost of assets and for general liability? X 13. Are a plan and disclosure statement on file? X 14. Was there any post-petition borrowing during this reporting period? X 15. Check if paid: Post-petition taxes; [X] U.S. Trustee Quarterly Fees [X]; Checksif filing is current for: Post-petition tax reporting and tax returns: [X]. --- (Attach explanation, if post-petition taxes or U.S. Trustee Quarterly Fees are not paid current or if post-petition tax reporting and tax return filings are not current.) I declare under penalty of perjury I have reviewed the above summary and attached financial statements, and after making reasonable inquiry believe these documents are correct. Date: May 19, 2003 /s/ James W. Scott --------------------------------------------------- Responsible Individual
STATEMENT OF OPERATIONS (General Business Case) For the Period April 1 - April 30, 2003 Current Month - ------------------------------------------------------------- Actual Forecast Variance Cumulative Next Month (Case to Date) Forecast Revenues: $965 85 $880 1 Gross Sales 25,386 85 - - - 2 less: Sales Returns & Allowances - - 965 85 880 3 Net Sales 25,386 85 - - 4 less: Cost of Goods Sold (Sched. 'B') - 965 85 880 5 Gross Profit 25,386 85 - - - 6 Interest 33,465 - - - - 7 Other Income: - - - - - 8 - - - - - 9 - - 965 85 880 10 Total Revenues 58,851 85 Expenses: - - - 11 Compensation to Owner(s)/Officer(s) - - - - - 0% 12 Salaries - - - - - 0% 13 Commissions - - - - - 0% 14 Contract Labor - - - - - 0% 15 Rent/Lease: - - Personal Property - - - 0% 16 Real Property - - - 50 50 100% 17 Insurance - 50 - - - 0% 18 Management Fees - - - - - 0% 19 Depreciation and Depletion 40,712 - - - - 0% 20 Taxes: - - Employer Payroll Taxes - - - 0% 21 Real Property Taxes - - - - - 0% 22 Other Taxes - - - - - 0% 23 Other Selling - - 60 100 40 40% 24 Other Administrative 125 100 471 475 4 1% 25 Interest 1,441 466 - 0% 26 Other Expenses: 10,426 3,989 (6,437) -161% 27 Production Expenses 22,290 10,000 - 14,167 14,167 100% 28 Maintenance - Wells and Roads 898 14,167 - - 0% 29 Legal fees - Davis Lawsuit 2,320 0 - 4,000 4,000 0% 30 Ordinary Course Professionals 1,560 4,000 - - - 0% 31 Impairment Loss - Clear Creek 11,426,647 - - 0% 32 - 0% 34 10,957 22,781 11,824 35 Total Expenses 11,495,993 28,783 (9,992) (22,696) 12,704 36 Subtotal (11,437,142) (28,698) - 37 Reorganization Items: Professional Fees - 38 Provisions for Rejected Executory Contracts - 39 Interest Earned on Accumulated Cash from Resulting Chp 11 Case - 40 Gain or (Loss) from Sale of Equipment - - - 41 U.S. Trustee Quarterly Fees (250) - - 42 - - - 43 Total Reorganization Items (250) - (9,992) (22,696) 12,704 44 Net Profit (Loss) Before Federal & State Taxes (11,437,392) (28,698) - 45 Federal & State Income Taxes ($9,992) (22,696) $12,704 46 Net Profit (Loss) ($11,437,392) (28,698.00) Attach an Explanation of Variance to Statement of Operations (For variances greater than +/- 10% only):
MID-POWER RESOURCE CORPORATION BK-S-10877 For the Month Ended April 30, 2003 STATEMENT OF OPERATIONS - VARIANCE EXPLANATIONS Line 1 - Final revenue true-up on gas lease transferred to Edward Mike Davis. Line 27 - Production costs fluctuated due to annual minimum payments on federally-owned oil and gas leases. Line 28 - Maintenance Expense Minimal maintenance was performed during period.
BALANCE SHEET (General Business Case) For the Month Ended 04/30/03 Assets From Schedules Market Value Current Assets 1 Cash and cash equivalents - unrestricted 35,198 2 Cash and cash equivalents - restricted $0 3 Accounts receivable (net) A $13,163 4 Inventory B $0 5 Prepaid expenses $0 6 Professional retainers $0 7 Other: 8 9 Total Current Assets $48,361 Property and Equipment (Market Value) 10 Real property C $0 11 Machinery and equipment D $0 12 Furniture and fixtures D $0 13 Office equipment D $0 14 Leasehold improvements D $0 15 Vehicles D $57,320 16 Other: D 17 D 18 D 19 D 20 D 21 Total Property and Equipment $57,320 Other Assets 22 Loans to shareholders - 23 Loans to affiliates 24 Deposits with federal and state agencies $170,000 25 Investment in oil and gas partnerships and joint ventures Footnote 1 29,772,187 26 Investment in Sunray Petroleum at original cost Footnote 2 $632,638 27 Notes and interest receivable from Sunray Petroleum Footnote 2 $1,671,884 28 Total Other Assets $32,246,709 29 Total Assets $32,352,390 NOTE: See footnotes following this balance sheet. Liabilities and Equity (General Business Case) Liabilities From Schedules Post-Petition Current Liabilities 30 Salaries and wages $0 31 Payroll taxes $0 32 Real and personal property taxes $0 33 Income taxes $0 34 Sales taxes $0 35 Notes payable (short term) $0 36 Accounts payable (trade) A $8,430 37 Real property lease arrearage $0 38 Personal property lease arrearage $0 39 Accrued professional fees 40 Current portion of long-term post-petition debt (due within 12 months) 4,223 41 Other: Note payable to Mid-Power Service Corp. 5,804 42 Accrued U.S. Trustee fees - 43 44 Total Current Liabilities $18,457 45 Long-Term Post-Petition Debt, Net of Current Portion 46 Total Post-Petition Liabilities $18,457 Pre-Petition Liabilities (allowed amount) 47 Secured claims F $61,558 48 Priority unsecured claims F $334 49 General unsecured claims F $1,679,905 50 Total Pre-Petition Liabilities $1,741,796 51 Total Liabilities $1,760,253 Equity (Deficit) 52 Retained Earnings/(Deficit) at time of filing ($1,461,332) 53 Capital Stock issued and outstanding $1 54 Additional paid-in capital $43,497,198 55 Cumulative profit/(loss) since filing of case ($11,437,392) 56 Post-petition contributions/(distributions) or (draws) $0 57 58 Market value adjustment ($6,339) 59 Total Equity (Deficit) $30,592,137 60 Total Liabilities and Equity (Deficit) $32,352,390
Mid-Power Resource Corporation BK-S 03-10877 Footnotes to the Balance Sheet As Of April 30, 2003 Footnote 1 The April monthly operating report reflects the settlement with Edward Mike Davis. Pursuant to this settlement, Mid-Power Resource transferred its inventory ($23,100), specific investments in oil and gas partnerships and joint ventures ($2,157,395), and equipment (net book value of $146,970) to Edward Mike Davis. Accordingly, Mid-Power Resource's pre-petition general unsecured claim payable to Mid-Power Service Corporation was reduced by $2,327,465. The remainder of this settlement was recorded on Mid-Power Service Corporation. Footnote 2 Management's belief is that the original investment in Sunray Petroleum, a wholly-owned subsidiary, reflects the market value of this asset. In addition, it believes that the notes and interest receivable are fully recoverable. The application of generally accepted accounting procedures might provide different results.
SCHEDULES TO THE BALANCE SHEET (General Business Case) Schedule A Accounts Receivable and (Net) Payable Receivables and Payables Agings Accounts Receivable Accounts Payable Past Due [Pre and Post Petition] [Post Petition] Post Petition Debt 0 -30 Days 8,430 31-60 Days $0 61-90 Days $0 $0 91+ Days $13,163 Total accounts receivable/payable $13,163 $8,430 Allowance for doubtful accounts Accounts receivable (net) $13,163 Schedule B Inventory/Cost of Goods Sold Types and Amount of Inventory(ies) Cost of Goods Sold Inventory(ies) Inventory Beginning of Month $ 23,100 Balance at End of Month Add - Retail/Restaurants - Net purchase Product for resale Direct labor Manufacturing overhead Distribution - Freight in Products for resale Other: Settlement w/Edward M. Davis ($23,100) Manufacturer - Raw Materials Work-in-progress Less - Finished goods Inventory End of Month $0 Shrinkage Other - Explain $0 Personal Use Tubing Cost of Goods Sold $0 TOTAL $0 Method of Inventory Control Inventory Valuation Methods Do you have a functioning perpetual inventory system? Indicate by a checkmark method of inventory used. Yes [ ] No [x] How often do you take a complete physical inventory? Valuation methods - FIFO cost x Weekly LIFO cost Monthly Lower of cost or market Quarterly Retail method Semi-annually Other Annually Explain Date of last physical inventory was __________________________________ Date of next physical inventory is ___________________________________
Schedule C Real Property Description Cost Market Value Total $0 $0 Schedule D Other Depreciable Assets Description Cost Market Value Machinery & Equipment - $0 $0 Total $0 $0 Furniture & Fixtures - Total $0 $0 Office Equipment - Total $0 $0 Leasehold Improvements - Total $0 $0 Vehicles - 2001 GMC Sierra - 2, net of depreciation; market value = Kelley Blue Book $63,671 $57,320 Total $63,671 $57,320
Schedule E Aging of Post-Petition Taxes (As of End of the Current Reporting Period) Taxes Payable 0-30 Days 31-60 Days 61-90 Days 91+ Days Total Federal Income Tax Withholding $0 FICA - Employee $0 FICA - Employer $0 Unemployment (FUTA) $0 Income $0 Other (Attach List) $0 Total Federal Taxes $0 $0 $0 $0 $0 State and Local Income Tax Withholding $0 Unemployment (UT) $0 Disability Insurance (DI) $0 Empl. Training Tax (ETT) $0 Sales $0 Excise $0 Real property $0 Personal property $0 Income $0 Other (Attach List) $0 Total State & Local Taxes $0 $0 $0 $0 $0 Total Taxes $0 $0 $0 $0 $0 Schedule F Pre-Petition Liabilities List Total Claims For Each Classification - Claimed Allowed Amount Amount (b) Secured claims (a) 61,558 61,558 Priority claims other than taxes $334 $334 Priority tax claims General unsecured claims $1,679,905 1,679,904.84 (a) List total amount of claims even it under secured. (b) Estimated amount of claim to be allowed after compromise or litigation. As an example, you are a defendant in a lawsuit alleging damage of $10,000,000 and a proof of claim is filed in that amount. You believe that you can settle the case for a claim of $3,000,000. For Schedule F reporting purposes you should list $10,000,000 as the Claimed Amount and $3,000,000 as the Allowed Amount. Schedule G Rental Income Information Not applicable to General Business Cases Schedule H Recapitulation of Funds Held at End of Month Account 1 Account 2 Account 3 Account 4 Bank Wells Fargo Account Type Checking Account No. 100-9350446 Account Purpose Checking Balance, End of Month $35,198 Total Funds on Hand for all Accounts $35,198 Attach copies of the month end bank statement(s), reconciliation(s), and the check register(s) to the Monthly Operating Report.
STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS Increase/(Decrease) in Cash and Cash Equivalents For the Month Ended 04/30/03 Actual Cumulative Current Month (Case to Date) Cash Receipts 1 Rent/Leases Collected $0 - 2 Cash Received from Sales $20,005 48,382 3 Interest Received $0 - 4 Borrowings $4,223 4,223 5 Funds from Shareholders, Partners, or Other Insiders $0 5,804 6 Capital Contributions $0 - 7 $0 8 $0 9 $0 10 $0 11 $0 12 Total Cash Receipts $24,228 $58,408 Cash Disbursements 13 Payments for Inventory 0 0 14 Selling $0 - 15 Administrative $60 125 16 Capital Expenditures $0 - 17 Principal Payments on Debt $1,279 3,807 18 Interest Paid $471 1,441 Rent/Lease: 19 Personal Property $0 - 20 Real Property $0 - Amount Paid to Owner(s)/Officer(s) 0 21 Salaries $0 - 22 Draws $0 - 23 Commissions/Royalties $0 - 24 Expense Reimbursements $0 - 25 Other $0 - 26 Salaries/Commissions (less employee withholding) $0 - 27 Management Fees $0 $0 Taxes: 28 Employee Withholding $0 $0 29 Employer Payroll Taxes $0 $0 30 Real Property Taxes $0 - 31 Other Taxes $0 - 32 Other Cash Outflows: 33 Production Expenses $6,920 17,355 34 Maintenance Expenses $0 284 35 $0 36 U.S. Trustee $250 250 37 - 38 Total Cash Disbursements: $8,980 $23,262 39 Net Increase (Decrease) in Cash $15,248 $35,146 40 Cash Balance, Beginning of Period $19,950 $19,950 41 Cash Balance, End of Period $35,198 $55,096
-----END PRIVACY-ENHANCED MESSAGE-----