0000950147-01-501815.txt : 20011128
0000950147-01-501815.hdr.sgml : 20011128
ACCESSION NUMBER: 0000950147-01-501815
CONFORMED SUBMISSION TYPE: 8-K/A
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20010627
ITEM INFORMATION: Changes in control of registrant
ITEM INFORMATION: Acquisition or disposition of assets
ITEM INFORMATION: Other events
ITEM INFORMATION: Resignations of registrant's directors
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20011107
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: CENTRAL UTILITIES PRODUCTION CORP
CENTRAL INDEX KEY: 0001072229
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711]
IRS NUMBER: 880361127
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1230
FILING VALUES:
FORM TYPE: 8-K/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-27187
FILM NUMBER: 1776701
BUSINESS ADDRESS:
STREET 1: 1039 NORTH I-35 #301
CITY: CAROLLTON
STATE: TX
ZIP: 75006
BUSINESS PHONE: 972-442-3775
MAIL ADDRESS:
STREET 1: 1039 NORTH I-35 #301
CITY: CAROLLTON
STATE: TX
ZIP: 75006
FORMER COMPANY:
FORMER CONFORMED NAME: ACCORD ADVANCED TECHNOLOGIES INC
DATE OF NAME CHANGE: 19990830
8-K/A
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e-7685.txt
AMENDMENT NO. 2 TO FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act
Date of Report (Date of Earliest Reported) June 27, 2001
CENTRAL UTILITIES PRODUCTION CORPORATION
(Name of Small Business Issuer)
NEVADA 0-27187 88-0361127
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
1039 North I-35 #301, Carrollton, Texas 75006
(Address of Principal Executive Offices Including Zip Code)
(972) 442-3775
(Issuers Telephone Number)
Accord Advanced Technologies, Inc
5002 South Ash Avenue, Tempe, Arizona 85282
(Former Name, Former Address, if Changed Since Last Report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
A change in control of Accord Advanced Technologies, Inc occurred pursuant
to the Agreement and Plan of Reorganization between Accord Advanced
Technologies, Inc and Enpetro Mineral Pool. As agreed by all the shareholders of
Enpetro Mineral Pool and the majority of the shareholders of Accord Advanced
Technologies Inc. Accord acquired 100% of the stock of Enpetro Mineral Pool for
228,000,000 newly issued shares of Accord Advanced Technologies, Inc. The shares
will be restricted pursuant to Rule 144 and will be issue after the 2 to 1
rollback agreed to by the majority shareholders.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 18, 2001 the Board of Directors of Enpetro Mineral Pool and the
majority of the shareholders agreed to transfer 100% of their shares to Accord
Advanced Technologies, Inc. for 228,000,000 newly issued shares of Accord common
stock. The shares will be restricted pursuant to Rule 144 and will be issue
after the 2 to 1 rollback agreed to by the majority shareholders.
ITEM 5. OTHER EVENTS
Pursuant to the Agreement and Plan of Reorganization the First Article of
the registrant's Articles of Incorporation was amended changing the name of the
registrant to Central Utilities Production Corporation and the Fourth Article of
the registrant's Articles of Incorporation was amended increasing the number of
authorized common shares to 500,000,000. The par value, $.0001, remains the
same.
ITEM 6. RESIGNATION OF DIRECTORS AND EXECUTIVE OFFICERS
Mr.Travis Wilson, the registrant's President/CEO and director resigned
pursuant to the terms of the Agreement and Plan of Reorganization. The new Board
of Directors consists of:
A. Stan Dedmon
William Trantham
Carl P. Ranno
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) PRO FORMA FINANCIAL INFORMATION
Pro Forma financial Statement of the merged Companies.
The following Unaudited Pro Forma Combined Financial Statements of the
merged Companies appear as Exhibit 99.1 to this Current Report on Form 8-K
and are incorporated by reference:
Unaudited Pro Forma Condensed Combined Balance Sheet for the year
ended December 31, 2000 and the three months ended March 31, 2001
Unaudited Pro Forma Condensed Combined Statement of Operations for the
Year Ended December 31, 2000
Unaudited Pro Forma Condensed Combined Statement of Operations for the
Three Months Ended March 31, 2001
(c) EXHIBITS
1. Agreement and Plan of Reorganization filed with the Form 10-KSB
on June 6, 2001 and incorporated by reference.
2. Letter of Resignation filed with the Form 10-KSB on June 6, 2001
and incorporated by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant caused this registration statement to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 7, 2001 Central Utilities Production Corporation
By: /s/ Carl P. Ranno
------------------------------------
Carl P. Ranno, Secretary
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EX-99.1
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ex99-1.txt
PRO FORMA FINANCIAL INFORMATION
Exhibit 99.1
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2000 and
Three Months Ended March 31, 2001
(Unaudited)
The Company entered into an Agreement and Plan of Reorganization in which
the Company will merge with Enpetro Mineral Pool, Inc. ("Enpetro"). Prior to the
merger, Enpetro acquired certain oil and gas properties and intends to develop
these properties. Enpetro had no operations prior to the acquisition of these
oil and gas properties. The agreement stipulates that the Company will acquire
all of the outstanding voting shares of Enpetro for 228,000,000 post reverse
split common shares of the Company. The shareholders of Enpetro will own a
substantial controlling interest in the Company. The merger will be accounted
for as a reverse acquisition.
BALANCE SHEETS
MARCH 31, 2001
Enpetro
Accord Advanced Mineral Pro-Forma Pro-Forma
Technologies, Inc. Pool Adjustments Combined
------------------ ------------ ----------- ------------
ASSETS:
Cash $ 5,482 $ 1,500 $ 6,982
Oil and Gas Properties 43,634,593 43,634,593
------------ ------------ ------------
Total Assets $ 5,482 $ 43,636,093 $ 43,641,575
============ ============ ============
LIABILITIES AND STOCKHOLDERS EQUITY:
Accounts payable $ 45,618 $ -- $ 45,618
Accrued liabilities 44,768 44,768
Accrued settlement 345,000 345,000
Convertible debentures 500,000 500,000
------------ ------------ ------------
Total liabilities 935,386 -- 935,386
------------ ------------ ------------
Stockholders' Equity
Common stock 3,970 22,250 24,785
Additional paid in capital 1,485,710 43,613,843 (1) 1,435 45,100,988
Accumulated deficit (2,419,584) -- (2,419,584)
------------ ------------ ------------
Total stockholders' equity (929,904) 43,636,093 42,706,189
------------ ------------ ------------
Total $ 5,482 $ 43,636,093 $ 43,641,575
============ ============ ============
----------
1. Reflects the adjustment for the one for two reverse stock split and
issuance of shares in the merger transaction.
1
Statements of Operations
Year Ended December 31, 2000
Enpetro
Accord Advanced Mineral Pro-Forma Pro-Forma
Technologies, Inc. Pool Adjustments Combined
------------------ ------------ ----------- ------------
Revenue $ -- $ -- $ --
Cost of Sales -- -- --
------------- ------------- -------------
Gross proft -- -- --
------------- ------------- -------------
General & Administrative Expenses 255,611 255,611
Settlement 565,000 565,000
Interest 528,490 528,490
------------- ------------- -------------
1,349,101 -- 1,349,101
------------- ------------- -------------
Loss from Continuing Operations $ (1,349,101) $ -- $ (1,349,101)
============= ============= =============
Loss Per Share From
Continuing Operations $ 0.03 N/A $ (0.01)
============= ============= =============
Weighted Common
Shares Outstanding 39,628,848 22,250,000 247,814,424
============= ============= =============
2
Statements of Operations
Three Months Ended
March 31, 2001
Enpetro
Accord Advanced Mineral Pro-Forma Pro-Forma
Technologies, Inc. Pool Adjustments Combined
------------------ ------------ ----------- ------------
Revenue $ -- $ -- $ --
Cost of Sales -- -- --
------------- ------------- -------------
Gross proft -- -- --
------------- ------------- -------------
General & Administrative Expenses 1,077 1,077
Interest 15,000 15,000
------------- ------------- -------------
16,077 -- 16,077
------------- ------------- -------------
Loss from Continuing Operations $ (16,077) $ -- $ (16,077)
============= ============= =============
Loss Per Share From Continuing
Operations $ * N/A $ *
============= ============= =============
Weighted Common Shares Outstanding 39,700,305 22,250,000 247,850,152
============= ============= =============
* Less than $0.01 per share
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FOOTNOTES TO PROFORMA FINANCIAL INFORMATION:
There are no significant proforma adjustments. Enpetro had no operations prior
to the Company's acquisition of Enpetro. The value of Enpetro's acquisition of
oil and gas properties was determined by the analysis and report of an
independent petroleum engineer. The valuation is based on certain oil and gas
leases, and underlying reserves, acquired by Enpetro. The merger transaction was
valued on the basis of the valuation of those oil and gas properties. Enpetro
had no other significant assets or liabilities.
Legal and professional fees associated with the merger are excluded from the
proforma financial information.
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