SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A-2
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 7, 2001
(February 8, 2000)
Empire Energy Corporation
----------------------------------------------------
(Exact Name of Registrant as specified in its charter)
Utah 1-10077 87-0401761
--------------------------- --------------- -------------------
(State or other jurisdiction) (Commission file (IRS Employer ID No.)
number)
7500 College Boulevard, Suite 1215
Overland Park, KS 66210
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(address of principal executive offices) (zip code)
(913) 469-5615
--------------------------------------------------
(Registrant's telephone number, including area code)
Item 7. Financial Statements and Exhibits.
(a) Financial Statements
Audited financial statements of Omega International, Inc. were previously filed.
(b) Pro forma financial information of Registrant and Omega are filed herewith.
(c) Exhibits
2.04 Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, as
amended, the Registrant has caused this report to be signed on its behalf by the
undersigned duly authorized officer.
Empire Energy Corporation
(Registrant)
Dated: May 7, 2001 By: /s/ Norman L. Peterson
---------------------------------
Norman L. Peterson, Chairman
2
UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
AND
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
Attached are the historical audited financial statements of Omega International,
Inc. (Omega) (a development stage company) for the acquisition of Omega by
Empire Energy Corporation (Empire) (a development stage company). The unaudited
pro forma combined financial information has been prepared utilizing the
historical financial statements of Empire. The unaudited pro forma combined
financial statements should be read in conjunction with the historical financial
statements of Empire on Form 10-KSB/A and the previously filed historical
financial statements of Omega.
The following unaudited pro forma combined statement of operations for the year
ended December 31, 1999 and the unaudited pro forma combined balance sheet as of
December 31, 1999 give effect to the business combination of Empire and Omega
effective February 8, 2000 including the related pro forma adjustments
described in the notes thereto. The transaction between Empire and Omega has
been accounted for as a purchase. The unaudited pro forma statement of
operations includes the business combination as if the transaction occurred as
of January 1, 1999. The unaudited pro forma balance sheet has been prepared as
if the transaction occurred as of December 31, 1999. The pro forma statements
are not necessarily indicative of the results of operations or the financial
position as they may be in the future or as they might have been had the
transaction become effective on the above-mentioned dates.
The unaudited pro forma combined statement of operations for the year ended
December 31, 1999 include the results of operations of Empire and Omega for the
year ended December 31, 1999.
F-1
EMPIRE ENERGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
=====================================================================================================================
ASSETS
------
Unaudited
Historical December 31, 1999 Pro Forma
------------------------------- Pro Forma December 31,
Empire Omega Adjustments 1999
----------- ----------- ----------- -----------
CURRENT ASSETS
Cash $ 35,756 $ 14,887 (a) $ (26,475) $ 24,168
Accounts receivable, net 28,300 -- -- 28,300
Notes receivable -
related parties -- 25,000 (e) (25,000) --
----------- ----------- ----------- -----------
TOTAL CURRENT ASSETS 64,056 39,887 (51,475) 52,468
PROPERTY AND EQUIPMENT, NET 7,589 1,370 -- 8,959
OIL AND GAS
PROPERTIES, NET (not subject to 53,502 -- -- 53,502
amortization)
OTHER ASSETS AND GOODWILL 1,000 -- (c) 1,595,218 1,596,218
----------- ----------- ----------- -----------
TOTAL ASSETS $ 126,147 $ 41,257 $ 1,543,743 $1,711,147
=========== =========== =========== ===========
LIABILITIES
-----------
CURRENT LIABILITIES
Accounts payable and accrued
expenses $ 24,035 $ -- $ -- $ 24,035
Notes payable - related parties 52,500 -- (e) (25,000) 27,500
Convertible debentures 342,500 -- -- 342,500
----------- ----------- ----------- -----------
TOTAL CURRENT LIABILITIES 419,035 -- (25,000) 394,035
----------- ----------- ----------- -----------
STOCKHOLDERS' EQUITY
--------------------
STOCKHOLDERS' EQUITY
Common stock 11,109 2,325 (a) (1,765) 11,669
(b) (560)
(c) 560
Additional paid-in-capital 2,215,651 243,675 (a) (24,710) 3,825,091
(b) (218,965)
(c) 1,609,440
Previous accumulated deficit (1,867,999) -- -- (1,867,999)
Deficit accumulated during
development stage (651,649) (204,743) (b) 204,743 (651,649)
----------- ----------- ----------- -----------
TOTAL STOCKHOLDERS' EQUITY (292,888) 41,257 1,568,743 1,317,112
----------- ----------- ----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 126,147 $ 41,257 $ 1,543,743 $ 1,711,147
=========== =========== =========== ===========
====================================================================================================================
See notes to unaudited pro forma financial information.
F-2
EMPIRE ENERGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
========================================================================================================================
For the Year Ended December 31, 1999
------------------------------------------------------------------------
Pro Forma Unaudited
Empire Omega Adjustments Pro Forma
------------ ------------ ----------- ------------
OIL AND GAS SALES $ 69,401 $ -- $ -- $ 69,401
EXPENSES
Lease operating 1,100 -- -- 1,100
Depreciation, depletion, amortization
and impairment 90,802 147,500 (d) 319,044 557,346
Interest 76,750 4,888 -- 81,638
General and administrative 744,431 46,440 -- 790,871
------------ ------------ ------------ ------------
TOTAL EXPENSES 913,083 198,828 319,044 1,430,955
------------ ------------ ------------ ------------
OPERATING LOSS (843,682) (198,828) (319,044) (1,361,554)
Provision for income taxes -- -- -- --
------------ ------------ ------------ ------------
Net Loss $ (843,682) $ (198,828) $ (319,044) $ (1,361,554)
============ ============ ============ ============
Net loss per common share $ (0.12)
============
Weighted Average Shares Outstanding 11,442,785
============
========================================================================================================================
See notes to unaudited pro forma financial information.
F-3
Notes to Unaudited Pro Forma Combined Financial Statements
Acquisition of Omega International, Inc.
On February 8, 2000, Empire acquired Omega. Empire issued 560,000 shares of
common stock for Omega's 560,000 outstanding shares of common stock. Prior to
the acquisition, Omega was required to repurchase 1,765,000 shares of its common
stock for $.015 per share in order to reduce its number of outstanding shares to
560,000. The acquisition will be accounted for as a purchase.
The fair value of the common stock issued by Empire was determined to be
$1,610,000 based on the closing price of $2.875 per share on the date of the
acquisition. Fair values of the operating assets were determined to be similar
to their book values. The excess of the fair value of the common stock issued
over the net fair value of the assets acquired was recorded as goodwill and will
be amortized over five years.
Subsequent to completing this acquisition, management was required to
reevaluate the goodwill recorded in the transaction due to changes in the
political environment in the foreign countries where Omega operated. As a result
of this reevaluation, the goodwill was determined to be impaired and the
unamortized balance was charged to operations. This charge is not included in
the pro forma condensed income statement because the impairment of the goodwill
is a non-recurring charge that is unrelated to the purchase acquisition and is
not reflective of expected future operations.
The unaudited pro forma adjustments are as follows:
a. To record the repurchase and cancellation of 1,765,000 shares of Omega
common stock at $.015 per share prior to the acquisition. Omega was
required to have a maximum of 560,000 shares of common stock
outstanding at the time of the merger. The remaining 560,000 shares
were exchanged for 560,000 Empire shares.
b. To eliminate the remaining equity of Omega upon the purchase by
Empire.
c. To record the issuance of common stock to effect the purchase of
Omega:
Net assets acquired at fair value:
Current assets $ 13,412
Property and equipment 1,370
Goodwill 1,595,218
----------
$1,610,000
==========
Consideration comprised of 560,000 common
shares of Empire at $2.875 $1,610,000
==========
d. To record and charge against operations the amortizaation of the
excess of fair value of the common stock issued over the fair value of
the net assets acquired (goodwill) using a five year expected life.
e. To eliminate intercompany notes.
F-4
Notes to Unaudited Pro Forma Combined Financial Statements (Continued)
Earnings per share:
The following is a reconciliation of historical to pro forma weighted average
shares outstanding:
Year Ended
December 31, 1999
-----------------
Historical 10,882,785
Shares issued to acquire Omega
(assumed to be January 1, 1999) 560,000
----------
Pro forma 11,442,785
==========
Basic earnings per share of common stock was computed by dividing loss
applicable to common stockholders, by the weighted average number of common
shares outstanding for the year. Diluted loss per share is not presented because
all potential common shares are anti-dilutive.
F-5