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) December 22, 1999
ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Colorado 0-17325 58-2429712
(STATE OR OTHER (COMMISSION FILE (IRS EMPLOYER
JURISDICTION NUMBER) IDENTIFICATION
OF INCORPORATION) NO.)
16101 LaGrande Drive, Suite 100
Little Rock, Arkansas 72223
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(501) 821-2222
(REGISTRANT=S TELEPHONE NUMBER, INCLUDING AREA CODE)
ITEM 5. OTHER EVENTS.
Following the change in control of the Company reported on its Current
Report on Form 8-K filed on August 23, 1999, new management and the new
board of directors have been required to expend significant Company
resources to settle claims and expenses arising out of the conduct of prior
management. In addition, the Company faces additional unresolved claims
and disputes, including suits seeking recovery in excess of $1 million
brought by prior management for back salary and disputes with third parties
regarding the Company's rights to proceed under its offshore petroleum
development joint venture ("STPETRO") with the Democratic Republic of Sao
Tome and Principe (the "DRSTP"). The Company's only significant assets are
its rights in STPETRO and under related agreements with the DRSTP and third
parties, and its present operations are solely related to its activities
with respect to STPETRO. The DRSTP has recently attempted to terminate the
agreements with the Company relating to STPETRO. The Company intends to
dispute the termination and has, under the terms of such agreements,
requested the appointment of an independent arbitrator by the International
Chamber of Commerce in Paris.
The Company presently has no revenue and nominal cash on hand. The
Company is therefore unable to pay professional fees and other expenses
required for the preparation of audited financial statements and its Annual
Report on Form 10-K for the fiscal year ended September 30, 1999, which is
required to be filed by December 29, 1999. The Company has a working
capital line of credit (the "Line of Credit") with TC Hydro Carbon, Inc.
("TC Hydro Carbon"), under which it has drawn in excess of $2,000,000 to
settle existing claims and fund the ongoing operations of the Company. The
Company is in default under the Line of Credit. TC Hydro Carbon is under
no obligation to advance the Company additional funds under the Line of
Credit, and as a result of the ongoing default has indicated that it is
currently unwilling to make any such advances. The board of directors of
the Company has determined that attempting to borrow additional funds from
TC Hydro Carbon or any other party in order to prepare the Company's
audited financial statements, given the present inability of the Company to
repay amounts already borrowed, is not in the Company's best interests.
Following the change in control of the Company, the new management and
new board of directors of the Company have discovered that financial
records of the Company for periods prior to the change in control are, in
many cases, incomplete and inaccurate. As a result, new management has had
difficulty reconstructing the financial history of the Company and
currently is not confident that the available records would afford the
Company's auditors with sufficient, competent evidential information to
complete the audit and render an opinion.
As a result of the foregoing, the Company will be unable to file its
Annual Report on Form 10-K in a timely manner and is unable to predict when
it will be in a position to file. There is no assurance that the SEC will
not take enforcement action against the Company for failure to comply with
its reporting obligations. The Company's failure to fulfill its filing
requirements will also result in its stock becoming ineligible for
quotation on the OTC Bulletin Board or for resale under Rule 144.
Based upon information available to it that the Company believes to be
reliable, the Company incurred net operating losses of approximately $5.1
million during the first nine months of the fiscal year ended September 30,
1999. In addition, the Company believes that it also incurred significant
additional operating losses for the last quarter of such fiscal year.
The Company's liabilities presently outweigh its assets, and the
Company believes that if it were to obtain an audit opinion such opinion
would contain a "going concern" modification. The Company's audited
financial statements for the fiscal year ended September 30, 1998 also
contained such a modification.
SIGNATURE
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 thereunto duly authorized.
ENVIRONMENTAL REMEDIATION HOLDING
CORPORATION
By: /S/ GEOFFREY TIRMAN
Geoffrey Tirman
President and Chief Executive Officer
Date: December 22, 1999