UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from to
----------------- ---------------
Commission File Number: 000-32367
Texas Gulftex Energy Corporation 75-2882140
- ----- -------------------------- ----------
(State or other (Exact name of registrant as (I.R.S. Employer
jurisdiction of specified in its charter) Identification No.)
incorporation or
organization)
223 E. FM 1382, Suite 12720, Cedar Hill, Texas, 75104 75104
- ----------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(972) 293-2424
---------------
(Registrant's telephone number, including area code)
1330 Post Oak Boulevard, Four Oaks Place, Suite 1600, Houston, Texas
--------------------------------------------------------------------
(Former name or former address, if changed since last report)
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date. As of January 31, 2002, there were
28,063,649 shares of the issuer's $.001 par value common stock issued and
outstanding.
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the last 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 No X
1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
- ------------------------------
SHOPATHOMEKIDS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
OCTOBER 31, 2001
2
SHOPATHOMEKIDS.COM, INC.
(A Development Stage Company)
BALANCE SHEETS
October 31, July 31,
2001 2001
-------------------- --------------------
ASSETS (Unaudited)
------
Current assets
--------------
Cash and cash equivalents $ 300 $ 1,263
Property and equipment, net of accumulated
depreciation of $8,225 and $7,100 14,092 15,217
-------------------- --------------------
Total assets $ 14,392 $ 16,480
==================== ====================
LIABILITIES AND STOCKHOLDER'S DEFICIT
--------------------------------------
Current Liabilities
-------------------
Accrued expense $ 4,000 $ 5,000
Accrued interest 22,875 22,125
Notes payable 7,000 7,000
Advance from officer 1,100 600
-------------------- --------------------
Total current liabilities 34,975 34,725
Notes payable, less current portion 30,000 30,000
-------------------- --------------------
Total liabilities 64,975 64,725
-------------------- --------------------
STOCKHOLDERS' DEFICIT
----------------------
Preferred stock, $0.001 par value;
50,000,000 shares authorized, no shares
issued and outstanding - -
Common stock, $0.001 par value;
100,000,000 shares authorized,
28,063,649 and 8,504,300 shares issued and outstanding 28,063 8,504
Additional paid in capital 9,725 28,084
Deficit accumulated during
the development stage ( (88,371) (84,833)
-------------------- --------------------
Total stockholders' deficit ( (50,583) (48,245)
-------------------- --------------------
Total liabilities and stockholders' deficit $ 14,392 $ 16,480
==================== ====================
The accompanying notes are an integral part of these financial statements.
3
SHOPATHOMEKIDS.COM, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
October 27, 1999
Three Months Ended (inception) to
October 31, October 31,
------------------------------------------------
2001 2000 2001
---------------------- ------------------------ ------------------------
(Unaudited) (Unaudited) (Unaudited)
Revenue $ - $ - $ -
Website development - - 4,330
Marketing, general and administrative 1,663 3,351 51,566
Interest expense 750 2,775 24,250
Depreciation expense 1,125 1,125 8,225
---------------------- ------------------------ ------------------------
Loss from operations before income taxes (3,538) (7,251) (88,371)
Income tax expense - - -
---------------------- ------------------------ ------------------------
Net loss $ (3,538) $ (7,251) $ (88,371)
====================== ======================== ========================
Net loss per share - basic and diluted $ - $ - $ -
====================== ======================== ========================
Weighted average shares outstanding 27,996,981 26,191,188 25,647,852
====================== ======================== ========================
The accompanying notes are an integral part of these financial statements.
4
SHOPATHOMEKIDS.COM, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Deficit
Common Stock Additional Accumulated
--------------------------------- Paid-in During Development
Shares Amount Capital Stage Total
----------------- ------------- --------------- ------------------ ----------------
Balance, October 27, 1999 - $ - $ - $ - $ -
Issuance of founders shares,
November 20, 1999 8,140,000 8,140 (8,140) - -
Contribution of fixed assets - - 13,400 - 13,400
Sale of shares, November 20, 1999 49,500 49 4,077 - 4,126
Issuance of shares for interest,
November 20, 1999 16,500 17 1,358 - 1,375
Issuance of shares for services,
November 20, 1999 44,000 44 3,623 - 3,667
Issuance of shares for services,
June 14, 2000 168,300 168 13,852 - 14,020
Net loss - - - (22,992) (22,992)
----------------- ------------- --------------- ------------------ ----------------
Balance, July 31, 2000 8,418,300 8,418 28,170 (22,992) 13,596
Sale of shares, May 2001 86,000 86 21,414 - 21,500
Costs of offering - - (21,500) - (21,500)
Net loss - - - (61,841) (61,841)
----------------- ------------- --------------- ------------------ ----------------
Balance, July 31, 2001 8,504,300 8,504 28,084 (84,833) (48,245)
Cancellation of shares (unaudited) (7,147,500) (7,148) 7,148 - -
Stock split 20.61:1 (unaudited) 26,606,849 26,607 (26,607) - -
Issuance of shares for services,
September 10, 2001 (unaudited) 100,000 100 1,100 - 1,200
Net loss (unaudited) - - - (3,538) (3,538)
----------------- ------------- --------------- ------------------ ----------------
Balance, October 31, 2001 (unaudited) 28,063,649 $ 28,063 $ 9,725 $ (88,371) $ (50,583)
================= ============= =============== ================== ================
The accompanying notes are integral part of these financial statements.
5
SHOPATHOMEKIDS.COM, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Three Months Ended October 27, 1999
October 31, (inception) to
---------------------------------------- October 31,
2001 2000 2001
------------------- ------------------- --------------------
(Unaudited) (Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
- ------------------------------------
Net loss $ (3,538) $ (7,251) $ (88,371)
Adjustments to reconcile net loss to net cash used
by operating activities:
Expenses paid by stockholder - - 2,626
Depreciation 1,125 1,125 8,225
Common stock issued for services 1,200 - 4,867
Write-off of offering costs - - 12,520
(Decrease) Increase in accrued expense (1,000) - 4,000
Increase in accrued interest 750 2,775 24,250
------------------- ------------------- --------------------
Net cash used in operating activities (1,463) (3,351) (31,883)
------------------- ------------------- --------------------
CASH FLOWS FROM INVESTING ACTIVITIES
- ------------------------------------
Purchase of equipment - (4,897) (8,917)
------------------- ------------------- --------------------
CASH FLOWS FROM FINANCING ACTIVITIES
- ------------------------------------
Repayment of notes payable - - (3,000)
Proceeds from notes payable - - 40,000
Advance from officer 500 - 1,100
Increase in deferred offering costs - - (20,000)
Sale of common stock - - 23,000
------------------- ------------------- --------------------
Net cash provided by financing activities 500 - 41,100
------------------- ------------------- --------------------
Net (decrease) increase in cash and cash equivalents (963) (8,248) 300
CASH AND CASH EQUIVALENTS
- Beginning of period 1,263 8,881 -
------------------- ------------------- --------------------
CASH AND CASH EQUIVALENTS
- End of period $ 300 $ 633 $ 300
=================== =================== ====================
SUPPLEMENTAL INFORMATION:
During the initial period October 21, 1999 to October 31, 2001, the
Company paid no cash for interest or income taxes.
The accompanying notes are an integral part of these financial statements.
6
SHOPATHOMEKIDS.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2001
NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Interim Financial Information
-----------------------------
The accompanying unaudited interim financial statements have
been prepared by the Company, in accordance with generally
accepted accounting principles pursuant to Regulation S-B of
the Securities and Exchanges Commission. Certain information
and footnote disclosures normally included in audited
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or
omitted. Accordingly, these interim financial statements
should be read in conjunction with the Company's financial
statements and related notes as contained in Form 10-KSB for
the year ended July 31, 2001. In the opinion of management,
the interim financial statements reflect all adjustments,
including normal recurring adjustments, necessary for fair
presentation of the interim periods presented. The results
of operations for the three months ended October 31, 2001
are not necessarily indicative of results of operations to
be expected for the full year.
Basis of Presentation
---------------------
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles,
which contemplate continuation of the Company as a going
concern. However, the Company has no established source of
revenue and has limited capital resources. These factors
raise substantial doubt about the Company's ability to
continue as a going concern. Without realization of
additional capital, it would be unlikely for the Company to
continue as a going concern. The financial statements do not
include any adjustments relating to the recoverability and
classification of recorded asset amount, or amounts and
classification of liabilities that might be necessary should
the Company be unable to continue in existence. It is
management's objective to seek additional capital through a
merger with an existing operating company.
Earnings Per Share
------------------
The Company calculates earnings per share in accordance with
SFAS No. 128, "Earnings Per Share", which requires
presentation of basic earnings per share ("BEPS") and
diluted earnings per share ("DEPS"). The computation of BEPS
is computed by dividing income available to common
stockholders by the weighted average number of outstanding
common shares during the period. DEPS gives effect to all
dilutive potential common shares outstanding during the
period. The computation of DEPS does not assume conversion,
exercise or contingent exercise of securities that would
have an antidilutive effect on earnings. As of October 30,
2001, the Company has no securities that would effect loss
per share if they were to be dilutive.
During the quarter ended October 31, 2001, the Company
effected a 20.61 for 1 stock split. All prior period
earnings per share data has been retroactively restated to
reflect this split.
7
SHOPATHOMEKIDS.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2001
NOTE 2 - NOTES PAYABLE
The Company is obligated under two notes payable, as follows:
o $10,000 pursuant to a note dated October 28,
1999. The Company will pay $10,000 interest if
the note is paid within 18 months; if repaid
after 18 months, the Company will pay interest of
$20,000. The Company repaid $3,000 of principal
in June 2001. The full $20,000 of interest
expense has been accrued in the financial
statements.
o $30,000 pursuant to a note dated June 5, 2000.
The note bears interest at 10% per year and is
due on June 5, 2002.
NOTE 3 - NON-CASH FINANCIAL ACTIVITIES
During the three month period ended October 31, 2001, 100,000
shares of common stock, valued at $1,200, were issued as a
payment for services.
NOTE 4 - COMMON STOCK
In connection with the proposed acquisition described in Note
5, four stockholders returned a total of 7,147,500 pre-split
shares to treasury. The stockholders retained 871,500
pre-split shares (17,961,615 post-split) which they have
agreed to sell to the shareholder of the proposed acquisition
described in Note 5. These shares have not yet been
transferred.
NOTE 5 - GULFTEX ACQUISITION AND RELATED MATTERS
The Transaction
---------------
Pursuant to a Share Exchange Agreement (the "Agreement"),
Shopathomekids.com, Inc., a Texas corporation (the
"Registrant"), was to have acquired 100% of the outstanding
shares of common stock ("Common Stock") of GulfTex Energy
Corporation ("GulfTex"), a private Texas corporation, in
exchange for 1 share of Registrant's common stock. The
exchange would have resulted in GulfTex becoming Registrant's
wholly-owned subsidiary. At or around the same time, the then
officers and directors of Registrant resigned and Mr. Marc
Duchesne and Jackson Chung Wai Wong were appointed as
Registrant's officers and directors. On September 19, 2001,
the Registrant filed a Certificate of Merger (the
"Certificate") with the Secretary of State of Texas. The
Registrant changed its name to GulfTex Energy Corporation.
Recently, the former (now current) management of Registrant
became aware that GulfTex breached several provisions of the
Agreement. The Registrant's management is also in the process
of trying to determine why Registrant's former management
(i.e., Messrs. Duchesne and Wong) did not file certain reports
required by the Securities and Exchange Commission, including,
but not limited to, Registrant's 10QSB for October 31, 2001.
The Registrant is in the process of reviewing its options
regarding the transaction.
8
SHOPATHOMEKIDS.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2001
NOTE 5 - GULFTEX ACQUISITION AND RELATED MATTERS (Continued)
The Transaction (continued)
---------------------------
On or about November 15, 2001, the Registrant filed a Form
10KSB. The 10KSB reported that Mr. Duchesne was to acquire
17,343,645 shares of Registrant's common stock, which would
have comprised 62.02% of Registrant's issued and outstanding
shares of common stock. Under the terms of the Share Purchase
Agreement, Mr. Duchesne was to purchase those shares from the
Registrant's former officers and directors, Lewis Prowse II,
Larry Ballard, Tarja Mees, and Romie Krickbaum. The shares
were held in escrow pending completion of the Share Purchase
Agreement, which was to have occurred on or before November
19, 2001. However, Mr. Duchesne breached the Share Purchase
Agreements. As a result of that breach, the transaction was
not completed and the shares were never transferred to Mr.
Duchesne.
Form 8-K
--------
On October 2, 2001, Registrant filed a Form 8-K describing the
Agreement and explaining the nature of GulfTex's business.
During that time, Messrs. Duchesne and Wong were the sole
officers and directors. As GulfTex's audited financial
statements were not attached to the original Form 8-K,
Registrant was required to file an amendment to the Form 8-K
on or before December 3, 2001, and attach the audited
financial statements. Messrs. Duchesne and Wong never filed
the amended Form 8-K.
Appointment and Resignation of Officers and Directors
------------------------------------------------------
On February 11, 2002, Messrs. Duchesne and Wong appointed
Romie J. Krickbaum, Lewis Prouse II, Tarja Mees and Larry
Ballard (Registrant's former management prior to the GulfTex
transaction) to Registrant's Board of Directors. Messrs.
Prouse and Ballard were later appointed as Registrant's
officers.
On or about February 11, 2002, Mr. Marc Duchesne and Mr.
Jackson Chung Wai Wong resigned their positions as
Registrant's officers and directors. Other than explaining
that they were resigning as officers and directors of
Registrant, neither Mr. Duchesne nor Mr. Wong provided any
other explanation as to why they resigned.
On November 15, 2001, Registrant filed a Form 10K-SB that the
Board of Directors approved the appointment of Graham Hammond,
Bill Wood, Merritt Douglas Woodring and Stanley Spinks as
directors of the Registrant. Mr. Woodring was also purportedly
appointed as Registrant's Vice-President and Mr. Spinks as
Treasurer. The former management (now current) has been
notified by Registrant's corporate counsel, that those
individuals never accepted the appointments, and as such,
these individuals never held these positions. Registrant has
not been able to independently either confirm or deny such
information.
9
SHOPATHOMEKIDS.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2001
NOTE 5 - GULFTEX ACQUISITION AND RELATED MATTERS
Change of Corporate Address
----------------------------
The Registrant has changed its corporate address to 223 E. FM
1382, Suite 12720 Cedar Hill, Texas, 75104.
Legal Proceedings
-----------------
On or about February 5, 2002, certain parties, including
Registrant, Romie J. Krickbaum, Lewis Prouse II, Tarja Mees
and Larry Ballard were sued in the United States District
Court for the Northern District of Georgia, Atlanta Division.
Registrant is named in the counts for: Violation of the
Securities Act of 1933; Violation of the 1934 Exchange Act;
Violation of the Georgia Securities Act; Breach of Fiduciary
Duty; Federal and Georgia RICO violations; and Common Law
Fraud. Registrant's management has been sued for: Violation of
the 1934 Exchange Act; Violation of Federal and Georgia RICO;
and Common Law Fraud. Registrant and its current management
plan to vigorously defend the lawsuit as they believe that
neither Registrant nor its current management have any
liability to the plaintiffs named in that lawsuit for several
reasons, including, but not limited to, all the transactions
which form the basis for the lawsuit occurred before the
transaction between Registrant and GulfTex.
Financial Information
----------------------
Due to the uncertainty resulting from the transactions
described above, including the failure to file audited
financial statements of GulfTex, there is substantial doubt as
to the completion of the transaction. Therefore, the financial
statements presented in this form 10-QSB include the accounts
of the Registrant only, and do not include any assets,
liabilities, revenue or expenses of GulfTex. Registrant's
management is attempting to determine whether GulfTex ever
owned any assets and/or whether there are any undisclosed
GulfTex liabilities. Registrant's management intends to file
an amended 10QSB to reflect any additional assets or
undisclosed liabilities.
10
Item 2. Plan of Operation
- --------------------------
This following information specifies certain forward-looking statements of
management of the company. Forward-looking statements are statements that
estimate the happening of future events and are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may", "shall", "will", "could", "expect", "estimate",
"anticipate", "predict", "probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.
The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. We cannot guaranty
that any of the assumptions relating to the forward-looking statements specified
in the following information are accurate, and we assume no obligation to update
any such forward-looking statements.
As discussed within the Form 8-K filed by Registrant on March 6, 2002, the
management and Board of Directors of Registrant which controlled Registrant
prior to the contemplated merger transaction with GulfTex Energy Corporation, a
private Texas corporation ("GulfTex"), has recently been reappointed and the
management and the Board of Directors which controlled Registrant since the
contemplated GulfTex merger has resigned. Registrant's management is in the
process of attempting to determine whether certain assets, as represented by
GulfTex and its former management, exist or ever existed. The management is also
attempting to determine if there were any undisclosed liabilities. Registrant's
management does not believe that it will conduct business related to oil and gas
properties as represented by Registrant's ex-management.
Registrant's current focus is to attempt to discover the extent of any
misrepresentations, if any, that were made to Registrant and its management by
GulfTex and GulfTex's management. Registrant does intend to pursue its original
business plan of retailing products to young consumers eighteen years old or
younger via the Internet. The Registrant intends to use the Internet to market
products and provide customer service. The Registrant hopes to establish sales
of name brand toys, games, electronics, and software that target young
consumers. Young consumers will also be able to chat, send email, and play free
games online.
Given recent developments and the lawsuit pending in Georgia (as detailed
below), the Registrant cannot guaranty that it will be able to conduct business
as it did prior to the contemplated transaction with GulfTex. In fact, Note 1 of
the attached financial statements expresses our auditor's concern that without
realization of additional capital, there is substantial doubt about our ability
to continue as a going concern. If Registrant and its management are not able to
be dismissed from the lawsuit, Registrant will likely be forced to expend
significant sums on defending the lawsuit. There is no guaranty that Registrant
will be able to withstand long, expensive legal proceedings. The lawsuit in
Georgia could force Registrant to abandon its business plan altogether.
Moreover, the Georgia lawsuit will make it extremely difficult for Registrant to
raise funds to further its business plans.
11
For the three-month period ended October 31, 2001.
- ---------------------------------------------------
Liquidity and Capital Resources. We had cash of $300 at October 31, 2001,
compared to cash of $1,263 as of July 31, 2001. Our total assets were $14,392 at
October 31, 2001, compared to total assets of $16,480 at July 31, 2001. At
October 31, 2001, property and equipment, net of accumulated depreciation,
represented $14,392 of our total assets.
Our total liabilities were $64,975 at October 31, 2001, compared to total
liabilities of $64,725 at July 31, 2001. Our liabilities at October 31, 2001
consisted primarily of accrued expenses of $4,000, accrued interest of $22,875,
notes payable of $37,000 and an advance from an officer in the amount of $1,100.
There were two notes payable, one in the amount of $10,000 and one in the amount
of $30,000, but we repaid $3,000 of the principal on the $10,000 note in June
2001. The full $20,000 of interest expense has been accrued in the financial
statements.
At October 31, 2001, our liabilities exceeded our assets by $50,583 compared to
July 31, 2001 when our liabilities exceeded our assets by $48,245.
Results of Operations.
Revenues. From inception to October 31, 2001, we had not earned any revenues. We
do not anticipate earning revenues for the foreseeable future. We plan to move
forward with our business plan. However, there is no guarantee that we will have
access to sufficient funding to finance our business plans. Moreover, if we are
forced to engage in long and expensive litigation in Georgia, our operating
results will suffer and such litigation will hinder our ability to further our
business plans.
Operating Expenses. For the three months ended October 31, 2001, our total
expenses were $3,538 compared to total expenses of $7,251 for the corresponding
period in 2000. Our expenses were greater during the 3 months ended October 31,
2000, due to increased marketing, general and administrative expenses and
increased interest expense. We expect our expenses to increase as we attempt to
further our business plan while defending the Georgia lawsuit (described below).
In particular, we expect our legal expenses to increase significantly. There is
no guaranty that we will be able to withstand expensive legal proceedings. Such
proceedings jeopardize our ability to continue as a going concern. For the three
months ended October 31, 2001, we experienced net loss of $3,538, compared to a
net loss of $7,251 for the corresponding period in 2000. Given recent events, we
expect our losses to continue to increase.
Our Plan of Operation for the Next Twelve Months. Given recent events, we will
ask our shareholders and Board of Directors to vote for a name change. We do not
believe that our current name "GulfTex Energy Corporation" represents our
current business focus. That focus will be on developing a website community
that will offer access to online video games and shopping, as well as chat rooms
that cater to both young kids and teenagers. We hope to form strategic
partnerships with wholesalers and distributors of brand name merchandise
including toys, games, and electronics that will enable us to sell to consumers
directly over the Internet.
We hope to try and form strategic alliances with other Internet portals that
target young consumers. We will strive to build brand awareness. We will
continue the previously started development of our online credit card, which
will be controlled by parents, grandparents, or friends. Those online credit
cards will enable young consumers to use a credit card to purchase products we
plan to put on our proposed website. We do not know when the credit card system
will go online. Until our credit card system is operational, we hope to complete
our website development which we hope will allow customers to purchase products
through the traditional method of placing the credit card information in a
standardized form. We are not prepared to accept customer orders as of yet as we
have not completed the development of our website nor have we entered into
agreements to purchase products for our proposed website.
12
We hope to commence testing of our website. Our website is currently under
construction. We hope to hire website developers to complete the development of
our website. Prior to the contemplated transaction with GulfTex, we had
conducted several test runs of the entire system, performed site analysis and
transaction analysis. At this time we are unsure of whether we will be able to
conduct a full launch of our website in the near future. There is no guaranty
that we will ever be able to complete our website. As discussed above, our
resources will be strained by the Georgia litigation, at least initially.
To effectuate our business plan during the next twelve months, we must complete
the development of our website and enter into agreements with certain product
and service providers. However, we may not be able to expand our operations
effectively. In fact, we do not anticipate earning any revenues in the near
future. The lack of revenues could harm our ability to expand our operations.
In order to further our business plans, we will need to raise capital through
public or private financing as well as borrowings and other sources. We cannot
guaranty that additional funding will be available on favorable terms, if at
all. It is unlikely that we will be able to raise funding through the sale of
our stock if we remain a defendant in the Georgia action. If adequate funds are
not available, then our ability to continue our operations will be adversely
affected.
We are not currently conducting any research and development activities. We do
anticipate continuing the development of our proposed website. We do not
anticipate hiring any employees or purchasing any equipment.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.
- ---------------------------
On or about February 5, 2002, certain parties, including Registrant and
Registrant's current management and Board of Directors, Romie J. Krickbaum,
Lewis Prouse II, Tarja Mees and Larry Ballard were sued in the United States
District Court for the Northern District of Georgia, Atlanta Division.
Registrant is named in the counts for: Violation of the Securities Act of 1933;
Violation of the 1934 Exchange Act; Violation of the Georgia Securities Act;
Breach of Fiduciary Duty; Federal and Georgia RICO violations; and Common Law
Fraud. Registrant's management has been sued for: Violation of the 1934 Exchange
Act; Violation of Federal and Georgia RICO; and Common Law Fraud. Plaintiffs'
claims amount to an allegation that, along with other defendants, Registrant and
its officers and directors were involved in a scheme to defraud Plaintiffs out
of certain funds.
Registrant and its current management plan to vigorously defend the lawsuit as
they believe that neither Registrant nor its current management have any
liability to the plaintiffs named in that lawsuit for several reasons,
including, but not limited to, neither Registrant nor its current officers and
directors were involved in the transactions which form the basis for the
lawsuit. Registrant and its officers and directors have secured counsel in
Georgia to defend the lawsuit.
Item 2. Changes in Securities.
- -------------------------------
In connection with the contemplated transaction with GulfTex, four stockholders
returned a total of 7,147,500 pre-split shares to our treasury. The existing
shareholders retained 871,500 pre-split shares (17,961,615 post-split).
During the three month period ended October 31, 2001, 100,000 shares of our
common stock, valued at $1,200, were issued as payment for services.
Item 3. Defaults Upon Senior Securities
- -----------------------------------------
None.
Item 4. Submission of Matters to Vote of Security Holders
- -----------------------------------------------------------
None.
13
Item 5. Other Information
- --------------------------
None.
Item 6. Exhibits and Reports on Form 8-K
- ------------------------------------------
On March 6, 2002, Registrant filed a Form 8-K which detailed the recent change
in Registrant's management and Board of Directors, the Georgia lawsuit as
described in Item 1 above and the merger transaction with GulfTex Energy
Corporation, a Texas private corporation. That Form 8-K is incorporated herein
by this reference as though fully set forth herein.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
GulfTex Energy Corporation,
a Texas corporation
March 19, 2002 By: /s/ Lewis Prouse, II
----------------------------------
Lewis Prouse, II
Its: President and a Director