UNITED STATES
SECURITY AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the year ended December 31, 2000
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period
Commission File Number: 000-06541
DISCOVERY OIL, LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 83-0207909
(State of Incorporation or Organization) (IRS Employer ID Number)
6127 RAMIREZ CANYON ROAD, MALIBU, CA 90265
(Address of Principal Executive Offices)
(310) 457-1967
(Registrant's Telephone Number)
Securities Registered Under Section 12 (b) of the Act:
COMMON STOCK, $.01 PAR VALUE, PREFERRED STOCK, $1.00 PAR VALUE
(Title of Class)
Securities Registered Under Section 12 (g) of the Act:
NONE
(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 in response 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 or any amendment to this Form
10-K. (X)
The registrant's Common Stock held by non-affiliates of the registrant is
currently not trading. The aggregate market value April 4, 2001 was nil. As of
April 4, 2001 there were 9,313,352 shares of the registrant's common stock
outstanding. There were no shares of the registrant's preferred stock
outstanding.
1
DISCOVERY OIL, LTD
FORM 10-K ANNUAL REPORT
DECEMBER 31, 2000
TABLE OF CONTENTS
PAGE
PART I
Item 1. Business 3
Item 2. Properties 3
Item 3. Legal Proceedings 3
Item 4. Submission of Matters to a Vote of Security Members 3
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 3
Item 6. Selected Financial Data 4
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 4
Item 8. Financial Statements 6
Item 9. Changes in and Disagreements with Accountants 6
PART III
Item 10. Directors and Executive Officers of the Registrant 16
Item 11. Executive Compensation 17
Item 12. Security Ownership of Certain Beneficial Owners and Management 17
Item 13. Certain Relationships and Related Transactions 17
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 17
Signature Page
2
PART I
Item 1 - BUSINESS
Discovery Oil, LTD. (hereinafter "the Company") was originally organized under
the laws of the State of Wyoming in 1964. It became a Delaware corporation
through a merger with a wholly owned subsidiary in 1981. Prior to 1992, the
Company was involved as a general partner in several limited partnerships for
the purpose of drilling oil and gas wells in Ohio, Wyoming, Colorado, Kansas,
and Texas. Since 1992, the Company has had occasional income from a 12.5%
working interest in several small oil wells near the city of Signal Hill,
California.
Item 2 - PROPERTIES
The Company does not own any real estate but has an undivided 12.5% working
interest in several small oil wells. The Company also maintains a small office
in Malibu, California.
Item 3 - LEGAL PROCEEDINGS
None.
Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no shareholders' meetings during 2000.
PART II
Item 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
(a) The market price of the Company's common stock during each quarter of the
years 2000
and 1999 was nil; the Company's common stock was not trading.
(b) Approximate Number of Equity Security Holders
Title Class (1) Number of Record Holders December 31, 2000
- ------------------------ -------------------------------------------
Common stock, par value Approximately 5,859 (1)
$.01 per share
(1) Included in the number of shareholders of record are shares held in
"nominee" or "street" name.
(c) No dividends were paid by the Company in 2000 or 1999.
3
Item 6 - SELECTED FINANCIAL DATA
The following data should be read in conjunction with the Company's financial
statements and the notes thereto:
Selected Income Statement Data:
Year Ended December 31,
---------------------------------------------------------------
1996 1997
(Unaudited) (Unaudited) 1998 1999 2000
----------- ----------- ----------- ----------- -----------
Net Revenues $ 18,651 $ 18,065 $ 2,298 $ 1,369 $ 23,710
Net income (loss) (7,466) (5,930) (18,755) (17,005) (15,496)
Per share (.001) (.001) (.002) (.002) (.001)
Cash dividends
per share -0- -0- -0- -0- -0-
The following data should be read in conjunction with the Company's financial
statements and the notes thereto:
Selected Balance Sheet Data:
Year Ended December 31,
---------------------------------------------------------------
1996 1997
(Unaudited) (Unaudited) 1998 1999 2000
----------- ----------- ----------- ----------- -----------
Current Assets $ 2,957 $ 1,133 $ 10 $ 897 $ 0
Current
Liabilities 387,131 391,238 408,870 426,762 441,361
Working Capital (384,174) (390,105) (408,860) (425,865) (441,361)
Total Assets 2,957 1,133 10 897 -0-
Long-term debt -0- -0- -0- -0- -0-
Stockholders'
Equity (Deficit) (384,174) (390,105) (408,860) (425,865) (441,361)
Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Revenues increased substantially during 2000 compared to 1999. The primary
reason for the increase (from $1,369 to $23,710) in revenues was the rise in
market prices for oil in 2000. Since the Company has a working interest
participation (12.5%) in the wells, and is therefore not the operator, all costs
of operating the oil wells are deducted before Discovery Oil, LTD. receives its
net check. Thus, during 1999, since the market price of oil was down compared
to that of 2000, the Company received very little revenue ($1,369) because of
the fixed operating costs. Professional and administrative fees increased
significantly during 2000 because the Company reactivated its reporting status
with the Securities and Exchange Commission. Income from operations in 2000 was
$4,001 compared to a loss from operations in 1999 of $(1,711).
The Company's working interest in the oil properties has been depleted to zero.
As of December 21, 2000 the Company had no other assets.
As of December 31, 2000, liabilities consist of $172,457 payable to Andy
Ippolito, the president of the Company, along with the related accrued interest
of $268,904.
The Company estimates that as of December 31, 2000 it had about $47,175 worth of
oil reserves on a discounted future cash flow basis, using a conservative price
per barrel of $15.
4
Item 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The company's financial statements appear following Part II of this report.
Item 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
None.
DISCOVERY OIL, LTD.
FINANCIAL STATEMENTS
December 31, 2000
Williams & Webster, P.S.
Certified Public Accountants
Bank of America Financial Center
601 W. Riverside, Suite 1940
Spokane, WA 99201
(509) 838-5111
DISCOVERY OIL, LTD.
DECEMBER 31, 2000
TABLE OF CONTENTS
INDEPENDENT AUDITOR'S REPORT 1
FINANCIAL STATEMENTS
Balance Sheets 2
Statements of Operations 3
Statement of Stockholders' Deficit 4
Statements of Cash Flows 5
NOTES TO THE FINANCIAL STATEMENTS 6
5
Board of Directors
Discovery Oil, Ltd.
Malibu, CA 90265
INDEPENDENT AUDITOR'S REPORT
----------------------------
We have audited the accompanying balance sheets of Discovery Oil, Ltd. as of
December 31, 2000 and 1999 and the related statements of operations,
stockholders' deficit and cash flows for the years then ended. 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 auditing standards generally accepted
in the United States of America. 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 audit provides 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 Discovery Oil, Ltd. as of
December 31, 2000 and 1999 and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has losses from operations, has negative net
worth, and has substantial liabilities. These conditions raise substantial
doubt about the Company's ability to continue as a going concern. Management's
plans regarding this issue are also discussed in Note 2, and include additional
capitalization of the Company. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Williams & Webster, P.S.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
March 5, 2001
6
DISCOVERY OIL, LTD.
BALANCE SHEETS
December 31, December 31,
2000 1999
-------------- --------------
ASSETS
CURRENT ASSETS
Cash $ - $ 897
-------------- --------------
Total Current Assets - 897
-------------- --------------
OIL AND GAS PROPERTIES - -
TOTAL ASSETS $ - $ 897
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY DEFICIT
CURRENT LIABILITIES
Related party payable $ 172,457 $ 177,355
Interest payable to related party 268,904 249,407
-------------- --------------
Total Current Liabilities 441,361 426,762
-------------- --------------
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' DEFICIT
Preferred stock, $1.00 par value;
5,000,000 shares authorized,
no shares issued or outstanding - -
Common stock, $0.01 par value;
25,000,000 shares authorized,
9,313,352 shares issued and outstanding 93,134 93,134
Discount on common stock (4,634) (4,634)
Accumulated deficit (529,861) (514,365)
-------------- --------------
Total Stockholders' Deficit (441,361) (425,865)
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ - $ 897
============== ==============
The accompanying notes are an integral part of these financial statements.
-3-
7
DISCOVERY OIL, LTD
STATEMENTS OF OPERATIONS
Year Ended Year Ended
December 31, 2000 December 31, 1999
----------------- -----------------
REVENUES $ 23,710 $ 1,369
----------------- -----------------
GENERAL AND ADMINISTRATIVE EXPENSES
Bank charges 158 120
Fees 1,579 2,500
Travel 500 -
Tax and license 3,330 -
Legal and accounting 7,684 -
Office and administration 6,458 460
----------------- -----------------
Total Expenses 19,709 3,080
----------------- -----------------
OPERATING INCOME (LOSS) 4,001 (1,711)
OTHER INCOME (EXPENSE)
Interest expense (19,497) (19,997)
Gain on sale of property - 4,703
----------------- -----------------
Total Other Income (Expense) (19,497) (15,294)
----------------- -----------------
LOSS BEFORE TAXES (15,496) (17,005)
INCOME TAXES - -
----------------- -----------------
NET LOSS $ (15,496) $ (17,005)
================= =================
BASIC AND DILUTED NET LOSS PER
COMMON SHARE $ nil $ nil
================= =================
WEIGHTED AVERAGE NUMBER OF
BASIC AND DILUTED COMMON
SHARES OUTSTANDING 9,313,352 9,313,352
================= =================
The accompanying notes are an integral part of these financial statements.
-4-
8
DISCOVERY OIL, LTD
STATEMENT OF STOCKHOLDERS' DEFICIT
Common Stock
---------------------- Discount Accum-
Number of on Common ulated
Shares Amount Stock Deficit Total
---------- ---------- ---------- ---------- ----------
Balance, Dec. 31, 1998 9,313,352 $ 93,134 $ (4,634) $(497,360) $(408,860)
Net loss for the year
ending Dec. 31, 1999 - - - (17,005) (17,005)
---------- ---------- ---------- ---------- ----------
Balance, Dec. 31, 1999 9,313,352 93,134 (4,634) (514,365) (425,865)
Net loss for the year
ending Dec. 31, 2000 - - - (15,496) (15,496)
---------- ---------- ---------- ---------- ----------
Balance, Dec. 31, 2000 9,313,352 $ 93,134 $ (4,634) $(529,861) $(441,361)
========== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements
-5-
9
DISCOVERY OIL, LTD
STATEMENT OF CASH FLOWS
Year Ended Year Ended
December 31, 2000 December 31, 1999
----------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (15,496) $ (17,005)
Adjustments to reconcile net loss
to net cash provided by operating
activities:
Increase in interest payable 19,497 19,997
----------------- -----------------
Net cash provided by operating activities 4,001 2,992
----------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES: - -
----------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in related party payable (4,898) (2,105)
----------------- -----------------
Net cash used by financing activities (4,898) (2,105)
----------------- -----------------
Net increase (decrease) in cash (897) 887
Cash, beginning of period 897 10
----------------- -----------------
Cash, end of period $ - $ 897
================= =================
Supplemental cash flow disclosures:
Income taxes paid $ - $ -
================ =================
Interest paid $ - $ -
================ =================
The accompanying notes are an integral part of these financial statements
-6-
10
DISCOVERY OIL, LTD
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2000
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Discovery Oil, Ltd. (hereinafter "the Company"), originally organized under the
laws of the State of Wyoming in 1964, became a Delaware corporation through a
merger with a wholly owned subsidiary in 1981. Prior to 1992, the Company was
involved as a general partner in several limited partnerships for the purpose of
drilling oil and gas wells in Ohio, Wyoming, Colorado, Kansas, and Texas. Since
1992, the Company has had occasional income from a 12.5% working interest in
several small oil wells near the city of Signal Hill, California. The Company
does not operate these wells. The Company maintains an office in Malibu,
California. The Company's fiscal year end is December 31.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Discovery Oil, Ltd. is
presented to assist in understanding the Company's financial statements. The
financial statements and notes are representations of the Company's management
which is responsible for their integrity and objectivity. These accounting
policies conform to generally accepted accounting principles and have been
consistently applied in the preparation of the financial statements.
Accounting Method
- ------------------
The Company's financial statements are prepared using the accrual method of
accounting.
Use of Estimates
- ------------------
The process of preparing financial statements in conformity with generally
accepted accounting principles requires the use of estimates and assumptions
regarding certain types of assets, liabilities, revenues, and expenses.
Accordingly, upon settlement, actual results may differ from estimated amounts.
Going Concern
- --------------
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.
As shown in the accompanying financial statements, the Company incurred a net
loss of $15,496 for the year ended December 31, 2000, and has a negative net
worth. The future of the Company is dependent upon its ability to obtain
financing and upon future successful exploration for and profitable operations
from the development of oil and gas properties. Management has plans to seek
additional capital through a private placement of its common stock. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
11
DISCOVERY OIL, LTD
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Cash and Cash Equivalents
- ----------------------------
For purposes of its statement of cash flows, the Company considers all
short-term debt securities purchased with a maturity of three months or less to
be cash equivalents.
Inventories
- -----------
At the point the Company obtains inventories, they will be valued at the lower
of cost or market. The cost of inventories of crude oil and petroleum products
will be determined on the last-in, first-out (LIFO) method.
Impaired Asset Policy
- -----------------------
In March 1995, the Financial Accounting Standards Board issued a statement
titled "Accounting for Impairment of Long-lived Assets." When the Company
acquires assets, in complying with this standard, the Company will review its
long-lived assets quarterly to determine if any events or changes in
circumstances have transpired which indicate that the carrying value of its
assets may not be recoverable. The Company will determine impairment by
comparing the undiscounted future cash flows estimated to be generated by its
assets to their respective carrying amounts.
Revenues
- --------
The Company recognizes royalty income when it is received.
When the Company does produce revenue, sales will be recognized at the point of
passage of title specified in the contract.
Provision for Taxes
- ---------------------
At December 31, 2000, the Company had cumulative net operating losses of
approximately $500,000. No provision for taxes or tax benefit has been reported
in the financial statements, as there is not a measurable means of assessing
future profits or losses.
Exploration Costs
- ------------------
In accordance with generally accepted accounting principles, the Company will
expense exploration costs as incurred.
12
DISCOVERY OIL, LTD
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Loss Per Share
- ----------------
Loss per share was computed by dividing the net loss by the weighted average
number of shares outstanding during the period. The weighted average number of
shares was calculated by taking the number of shares outstanding and weighting
them by the amount of time that they were outstanding. Basic and diluted loss
per share is the same, as there were no common stock equivalents outstanding.
Environmental Expenditures
- ---------------------------
The Company will accrue for environmental remediation liabilities when it is
probable that such liability exists, based on past events or known conditions,
and the amount of such loss can be reasonably estimated. If the Company can
only estimate a range of probable liabilities, the minimum, undiscounted
expenditure necessary to satisfy the Company's future obligation would be
accrued. The Company has no known environmental remediation liabilities at
December 31, 2000.
Derivative Instruments
- -----------------------
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This standard establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It
requires that an entity to recognize all derivatives as either assets or
liabilities in the balance sheet and measure those instruments at fair value.
At December 31, 2000, the Company has not engaged in any transactions that would
be considered derivative instruments or hedging activities.
NOTE 3 - COMMON STOCK
There was no change in the number of shares issued and outstanding for the year
ended December 31, 2000 and 1999.
NOTE 4 - RELATED PARTY TRANSACTIONS
In August of 1987, the Company's board of directors entered into an agreement
whereby all advances, accommodations and expenses advanced on behalf of the
Company by Mr. Andrew Ippolito, a shareholder, would be repaid at the rate per
annum equal to the prime rate plus two percent. Expenses advanced on behalf of
the Company by Mr. Ippolito as of December 31, 2000 equal $172,457 and are as
follows:
13
DISCOVERY OIL, LTD
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2000
NOTE 4 - RELATED PARTY NOTE PAYABLE (CONTINUED)
Rate 2000 1999
----------- ----------- -----------
1987 Advances 10.21% $ 16,224 $ 21,122
1988 Advances 11.32% 146,233 146,233
1989 Advances 12.87% 10,000 10,000
----------- ----------- -----------
Total $ 172,457 $ 177,355
========== ===========
The interest payable as of December 31, 2000 and 1999 on these transactions was
$268,904 and $249,407, respectively.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
Environmental Issues
- ---------------------
The Company is engaged in oil and gas exploration and may become subject to
certain liabilities as they relate to environmental cleanup of well sites or
other environmental restoration procedures as they relate to the drilling of oil
and gas wells and the operation thereof. In the Company's acquisition of
existing or previously drilled well bores, the Company may not be aware of what
environmental safeguards were taken at the time such wells were drilled or
during such time the wells were operated.
14
DISCOVERY OIL, LTD.
UNAUDITED SUPPLEMENTAL INFORMATION
December 31, 2000
Reserve Quantity Information
- ------------------------------
Following is a summary of reserve quantity information for 2000 (oil reserves
are stated in barrels):
United States - Proved developed and undeveloped oil reserves:
Beginning of year unknown
End of year 31,338
Standardized Measure of Discounted Future Net Cash Flows
- ---------------------------------------------------------------
Following is a summary of the standardized measure of discounted future net cash
flows and related changes relating to proved oil reserves for 2000:
United States
--------------
Future cash inflows* $ 470,072
Future production and development costs* (369,563)
Future income tax expenses* (23,504)
10% annual discount for estimated timing of cash flows (29,830)
---------------
Standardized measure of discounted future net cash flows $ 47,175
===============
*Future net cash flows were computed using year-end prices ($15.00 per barrel)
and costs, and year-end statutory tax rates (adjusted for permanent differences)
that relate to existing proved oil reserves in which the Company has mineral
interests.
PART III
Item 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Name of Executive Officers and Directors and Positions Held
Principal Occupation, Five-Year Business History and
Directorships Age
---
Andrew V. Ippolito, President and Chairman of the Board of Directors 63
Currently and for the past 25 years, Mr. Ippolito functioned as a business
executive, diplomat, Honorary Consul General of Liberia and General Secretary of
the Los Angeles Consular Corps, representing more than 86 countries and
providing access to international finance and trade markets. Current President,
Secretary and Chairman of the Board of Discovery Oil, LTD and co-founder of
Sunshine Management International, serving as management and financial
consultant to several foreign nations and corporations.
M. Jeanett Ippolito, Secretary and a Director 61
Mrs. Ippolito has been a real estate broker for over 20 years.
The bylaws of the Company provided that the Directors serve until the next
annual meeting of shareholders or until their respective successors have been
duly elected and qualified. The bylaws also provide that the officers serve at
the discretion of the Board of Directors.
15
Item 11 - EXECUTIVE COMPENSATION
None
Item 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Andrew V. Ippolito, owns 1,978,275 or 21.3% of the outstanding shares.
Item 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
A shareholder of the Company, Andrew V. Ippolito, has advanced cash to the
Company totaling $172,457 as of December 31, 2000.
PART IV
Item 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) Financial Statements - See index to Financial Statements at page 6 of
this report.
(b) Exhibits
No additional exhibits are filed as a part of this report.
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Discovery Oil, LTD.
-------------------
(Registrant)
/S/ Andrew V. Ippolito April 4, 2001
- ------------------------------- ---------------
Andrew V. Ippolito Date
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following person on behalf of the registrant and in
the capacities and as of the date indicated.
/S/ Andrew V. Ippolito April 4, 2001
- ------------------------------- ---------------
Andrew V. Ippolito Date
President and Director