-----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, BiTGTPcXUsP+oi5DaXzl6y4o8SxvRizTWasvoGInAnBDOYdShcUOKxNlVDe9UZUU zXQW7B/0pBmHSEK+tBxheQ== 0000890566-97-000400.txt : 19970313 0000890566-97-000400.hdr.sgml : 19970313 ACCESSION NUMBER: 0000890566-97-000400 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960430 FILED AS OF DATE: 19970312 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARXA INTERNATIONAL ENERGY INC CENTRAL INDEX KEY: 0000774415 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - LIVESTOCK & ANIMAL SPECIALTIES [0200] IRS NUMBER: 133784149 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 002-99565-NY FILM NUMBER: 97555322 BUSINESS ADDRESS: STREET 1: 1331 LAMAR STREET 2: STE 1375 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 7136522792 MAIL ADDRESS: STREET 1: 1331 LAMAR SUITE 1375 CITY: HOUSTON STATE: TX ZIP: 77010 FORMER COMPANY: FORMER CONFORMED NAME: MAJOR LEAGUE ENTERPRISES INC DATE OF NAME CHANGE: 19951002 10QSB/A 1 FORM 10-QSB/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB/A AMENDMENT No. 1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE QUARTERLY PERIOD ENDED: APRIL 30, 1996 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] COMMISSION FILE NUMBER: 2-99565 ARXA INTERNATIONAL ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 13-3784149 (State or other jurisdiction) (IRS Employer of incorporation or organization Identification No.) 1331 Lamar, Suite 1375 Houston, Texas 77010 (Address of principal executive offices, including zip code) (713) 652-2792 (Registrant's telephone number, including area code) ------------- Securities registered under Section 12(b) of the Exchange Act: Name of Each Exchange Title of Each Class on which registered ------------------- --------------------- Common Stock, $.001 par value OTC / ELECTRONIC BULLETIN BOARD Indicate by check mark whether the registrant (I) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (ii) has been subject to such filing requirements for the past 90 days. Yes [ ] No [X] As of April 30, 1996, there were 6,333,560 shares of Common Stock outstanding. Page 1 of 9 ARXA INTERNATIONAL ENERGY, INC. INDEX PAGE PART 1-FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS(UNAUDITED) BALANCE SHEETS AT APRIL 30, 1996 AND 1995 3 STATEMENTS OF LOSS AND RETAINED DEFICIT FOR THE THREE MONTHS ENDED APRIL 30, 1996 AND 1995 4 STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED APRIL 30, 1996 AND 1995 5 NOTES TO FINANCIAL STATEMENTS 6-8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 9 SIGNATURES Page 2 ARXA INTERNATIONAL ENERGY, INC. BALANCE SHEETS-APRIL 30, 1996 AND 1995 ASSETS (UNAUDITED) 1996 1995 ----------- --------- Current assets: Cash and cash equivalents $ 333,994 $ -- ----------- --------- 333,994 -- ----------- --------- Property and equipment: Oil and gas properties 390,893 -- Furniture and equipment 5,812 -- ----------- --------- 396,704 -- Less accumulated depreciation 133 -- ----------- --------- 396,571 -- ----------- --------- Other assets: Organization costs, net 817 -- Covenant not to compete, net 149,787 -- Deferred taxes -- -- ----------- --------- 150,604 $ 881,170 $ -- =========== ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable, trade $ 30,229 $ -- Accrued expenses 44,300 -- Notes payable, shareholders 187,285 -- ----------- --------- 261,814 -- ----------- --------- Shareholders' equity: Preferred stock 426,944 Common stock 6,334 307 Additional paid in capital 1,653,561 976,732 Retained deficit (1,467,484) (977,039) ----------- --------- 619,355 -- ----------- --------- $ 881,170 $ -- =========== ========= See accompanying notes to financial statements. Page 3 ARXA INTERNATIONAL ENERGY, INC. STATEMENTS OF LOSS AND RETAINED DEFICITS FOR THE THREE MONTHS ENDED APRIL 30, 1996 AND 1995 (UNAUDITED-1ST QUARTER) 1996 1995 ----------- ----------- Revenues, interest income $ 1,316 $ -- ----------- ----------- Costs and expenses: General and administrative 92,634 -- Depreciation and amortization 30,074 -- Interest 25,421 -- ----------- ----------- 148,129 -- ----------- ----------- Income taxes -- -- ----------- ----------- Net loss (146,813) -- Retained deficit, beginning (1,320,671) (977,039) ----------- ----------- Retained deficit, ending $(1,467,484) $ (977,039) =========== =========== Net loss per share $ (.02) $ (Nil) =========== =========== Weighted average number of shares outstanding 6,333,560 3,078,900 =========== =========== See accompanying notes to financial statements. Page 4 ARXA INTERNATIONAL ENERGY, INC. STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED APRIL 30, 1996 AND 1995 (UNAUDITED-1ST QUARTER) 1996 1995 Increases(decreases) in cash and temporary investments: Cash flows from operating activities: Cash received from interest $ 1,316 $ - Cash paid to suppliers and employees (131,660) - Interest paid (25,420) - ----------- ------- Net cash used by operating activities (155,764) - ----------- ------- Cash flows used in investing activities: Payment of syndication costs 13,500 - Purchase of property and equipment, net (19,644) - Net cash used in investing activities (33,144) - ------------ ------- Cash flows from financing activities: Sale of common stock 488,500 - ------------ ------- Net cash provided by financing activities 488,500 - ------------ ------- Net increase in cash 299,592 - ------------ ------- Cash, beginning 34,402 - ------------ ------- Cash, ending $ 333,994 $ - ============ ======= RECONCILIATION OF NET LOSS TO NET CASH PROVIDED USED IN OPERATIONS: Net loss $ (146,813) $ - Adjustments to reconcile net loss to net cash used in operations: Depreciation and amortization 30,074 - (Increase) decrease in: Accounts payable 15,528 - Accrued expenses 23,497 - ----------- ------- Net cash used in operations $ (155,764) $ - =========== ======= See accompanying notes to financial statements. Page 5 ARXA INTERNATIONAL ENERGY, INC. NOTES TO FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED APRIL 30, 1996 AND 1995 (UNAUDITED-1ST QUARTER) 1. SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION AND OPERATIONS ARXA International Energy, Inc.(the Company) is engaged in crude oil and natural gas exploration, development, and production. The Company was inactive prior to August 8, 1995. CASH AND CASH EQUIVALENTS For purposes of the statement of cash flows, the Companies consider all short-term securities purchased with a maturity of three months or less to be cash equivalents. ORGANIZATION COSTS Organization costs are amortized on a straight line basis over sixty months for both financial and income tax reporting purposes. PROPERTY AND EQUIPMENT Property and equipment are stated at cost. Depreciation is computed by the straight-line methods for financial and federal income tax reporting over their useful lives which are generally five to seven years. COVENANTS NOT TO COMPETE Covenants not to compete are amortized on a straight line basis over two years for financial reporting purposes and fifteen years for income tax reporting purposes. INCOME TAXES Deferred income taxes are provided for temporary differences between financial statement and income tax reporting, principally from the recognition of tax loss carry forwards as a deferred tax asset. Because the utilization of the net operating loss carry forward cannot be determined at this time, the Company has provided a valuation allowance for the entire deferred tax asset in accordance with the provisions of Financial Accounting Standards Board No. 109 "Accounting for Income Taxes". Page 6 ARXA INTERNATIONAL ENERGY, INC. NOTES TO FINANCIAL STATEMENTS(CONTINUED) FOR THE THREE MONTHS ENDED APRIL 30, 1996 AND 1995 (UNAUDITED-1ST QUARTER) 1. SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) OIL AND GAS PROPERTIES The Company accounts for its exploration and production activities under the successful efforts method of accounting. Under this method, oil and gas lease acquisitions costs are capitalized when incurred. Unproved properties are assessed on a property-by-property basis and any impairment in value is recognized. If the unproved properties are determined to be productive, the appropriate related costs are transferred to proved oil and gas properties. Lease rentals are expensed as incurred. Oil and gas exploration costs, other than the costs of drilling exploratory wells, are charged to expense as incurred. The costs of drilling exploratory wells are capitalized pending determination of whether proved reserves are discovered. If proved reserves are not discovered, such drilling costs are expensed. The costs of all development well and related equipment used in the production of crude oil and natural gas are capitalized. The Company amortizes capitalized costs, including gas gathering systems, using a unit-of-production method based on proved oil and gas reserves as estimated by independent petroleum engineers. Depreciation of other property, plant and equipment is computed using principally the straight-line method over estimated useful lives of three to thirty years. NET LOSS PER COMMON SHARE Net loss per common share is determined by dividing the weighted average number of common shares outstanding during the period into net loss. Common share equivalents in the form of warrants are excluded from the calculation since they have a anti-dilutive effect on per share calculation. 2. NOTES PAYABLE, SHAREHOLDERS The Company entered into various oil and gas lease arrangements which were primarily funded through cash and issuance of notes to shareholders. These notes total $187,285, bear interest at eight percent and are due July, 1996. Theses notes are collateralized by all oil and gas leases. Page 7 ARXA INTERNATIONAL ENERGY, INC. NOTES TO FINANCIAL STATEMENTS(CONTINUED) FOR THE THREE MONTHS ENDED APRIL 30, 1996 AND 1995 (UNAUDITED-1ST QUARTER) 3. COMMITMENTS AND CONTINGENCIES The Companies leases corporate office space under a month to month agreement. Rent expense for the three months ended April, 1996 was $9,000. 4. SHAREHOLDERS' EQUITY The Company has authorized 100,000,000 shares of common stock, par value $.001. During the three months ended April 30, 1996, the Company sold an additional 489,000 shares of common stock under the terms of a private placement. At April 30, 1996, the total outstanding shares of common stock totaled 6,333,560. The Company has authorized 2,000,000 shares of preferred stock, $1 par value, 5% cumulative, convertible into $1 per common share; redeemable at $2 per share, plus arrears. At April 30, 1996, the total outstanding shares of preferred stock totaled 426,943. Page 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. For the three month period ended April 30, 1996, the Company commenced oil and gas operations as well as continuing to sell its common stock under the terms of a private placement memorandum. The principal revenue generated was interest income. The Company is in the process of negociating a drilling contract for exploration of its Michigan prospects. Page 9 ARXA INTERNATIONAL ENERGY, INC. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to signed on its behalf by the undersigned thereunto duly authorized. ARXA INTERNATIONAL ENERGY, INC. (Registrant) Date: 10-10-96 By:/s/ WILLIAM J. BIPPUS William J. Bippus President Date: 10-10-96 By:/s/ RICHARD R. ROYALL Richard R. Royall Chief Financial Officer EX-27 2
5 THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ARXA INTERNATIONAL ENERGY, INC. FORM 10QSB FOR APRIL 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS JAN-31-1997 APR-30-1996 333,994 0 0 0 0 333,994 396,704 133 881,170 261,814 0 0 426,944 6,334 0 881,170 0 1,316 0 0 122,708 0 25,421 (146,813) 0 (146,813) 0 0 0 (146,813) (.02) (.02)
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