-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HTTXKubM11bSR9BFAkefx9Xk96+cKNqiiSl8hGLuG9QqJtWQ5eqaBN427zo8XRES baklvuCvHh2d/V/DvrzjyA== 0000311842-00-000002.txt : 20000105 0000311842-00-000002.hdr.sgml : 20000105 ACCESSION NUMBER: 0000311842-00-000002 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 20000104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: E T CAPITAL INC CENTRAL INDEX KEY: 0000311842 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 742026624 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-09071 FILM NUMBER: 501183 BUSINESS ADDRESS: STREET 1: 3525 S TAMARAK STREET 2: STE 120 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3032200227 MAIL ADDRESS: STREET 1: 3525 S TAMARAK STREET 2: STE 120 CITY: DENVER STATE: CO ZIP: 80237 FORMER COMPANY: FORMER CONFORMED NAME: E T NETWORK INC DATE OF NAME CHANGE: 19951103 FORMER COMPANY: FORMER CONFORMED NAME: TEXAS PETROLEUM CORP DATE OF NAME CHANGE: 19951103 10-K 1 Manually Executed As filed with the United States Securities and Exchange Commission SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 1999 Commission File Number 0-9071 E. T. CAPITAL, INC. (Exact name of registrant as specified in its charter) Colorado 74-2026624 (State of incorporation)(I.R.S. Employer Identification No.) 3525 South Tamarac Drive, Suite 120, Denver, CO80237 (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code:(877) 813-3131 Former name, former address. Caribou Energy, Inc. 9101 East Kenyon, Suite 2000, Denver, CO 80237 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value. 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 all such filing requirements for the past 90 days. (1) and (2)Yes The aggregate market value for the Voting Stock held by non-affiliates based upon the closing price on September 30, 1999, was approximately $5,393,608. As of September 30, 1999, there were 58,787,216 shares of Common Stock, $0.01 par value, outstanding. Documents incorporated by reference: Not Applicable. PART IPage Item 1. Business1. Item 2. Properties5. Item 3. Legal Proceedings5. Item 4. Submission of Matters to a Vote of Security Holders5. PART II Item 5. Market for the Registrant's Common Equity and Related Shareholder Matters6. Item 6. Selected Financial Data6. Item 7. Management's Discussion Analysis of Financial Condition and Results of Operations8. Item 8. Financial Statements and Supplementary Data9. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 9. PART III Item 10. Directors and Executive Officers of the Registrant10. Item 11. Executive Compensation10. Item 12. Security Ownership of Certain Beneficial Owners and Management11. Item 13. Certain Relationships and Related Transactions12. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K13. PART I ITEM 1. BUSINESS General Origins of the Company. The shares of the Company were registered for trading in all 50 states and fully listed on the NASDAQ stock exchange, stock symbol CBOU in November, 1982. During the period when the capital requirements fell below the listing requirements of NASDAQ, the Company withdrew its full listing and listed the shares on the Electronic Bulletin Board. The Company intends to regain its full listing on the NASDAQ Exchange during the year 2000. The Company is now concentrating its activities in two areas; 1. acts to raise money for charitable organizations using the proprietary 1 900 "pay-per-call" telephone numbers 1 900 "DEMOCRAT", 1 900" REPUBLICAN", 1 900 "STOP ABUSE", 1 900 "HIV AIDS", 1 900 HIV KIDS, 1 900 "GET MADD" and others; 2. Financing a US$350 million hydrocarbon exploration prospect in excess of 14 million acres in the country of Paraguay, South America. The Company began its corporate existence as Caribou Energy, Inc. (the "Company"), and was incorporated under the laws of the State of Colorado on October 3, 1978. The Company's initial corporate purpose was to engage in the oil and gas business. Initial oil and gas industry activities of the Company, commencing in 1978, consisted primarily of the acquisition of undeveloped acreage in the Denver-Julesburg Basin in Colorado and Nebraska, drilling 16 wells through two joint ventures and one limited partnership organized by the Company, and participation in 14 wells drilled in joint ventures organized by other industry operators. Three additional wells were drilled during fiscal year 1983. No further wells were drilled; no additional limited partnerships or joint ventures were entered into by the Company in 1984 or thereafter. The Company began to look seriously for an acquisition with additional resources. It acquired North American Equity in 1984 which brought approximately US$6.650,000 in oil and gas properties into the Company. The oil and gas industry continued its decline and after several years and the new properties became uneconomic. The Company continued to search for other acquisitions. On June 19, 1992, the Company signed an agreement (the "Agreement," which was set forth as Exhibit A to the Company's 1992 10-K filing, and which is incorporated herein by this reference) which agreement was duly ratified by shareholders changing the direction of the Company (see the Company's 10-K filing for 1992 for complete details) to the telecommunications industry,. No revenues have been generated as a result of or in direct consequence of the new business of the Company. The Company signed charitable fund raising agreements with Broadway Cares, Inc. (the "Broadway Cares Agreement"), a group formed by the New York theater community to fight A.I.D.S., and additional charitable fund raising agreements were signed between the Company and the Action For Peace Foundation (dedicated to helping the women and children of Bosnia in association with United Nations' agencies) (the "Peace Agreement") and with the National Coalition Against Domestic Violence (the "NCADV Agreement"), respectively (see the Company's 1994 10-K filing for complete details and copies of the Peace Agreement, which was set forth as Exhibit A thereto, and the NCADV Agreement, which was set forth as Exhibit B thereto). Both of these contracts were serviced by the E.T. Foundation, Inc. a Washington, D.C., not-for-profit organization. The Company has also made proposals to represent a number of other charitable organizations in their fund raising activities as well. Agreements with political and charitable organizations are anticipated during the next fiscal year. It would be necessary for the Company to raise a substantial amount of money to obtain financial benefits from the various Agreements. Extensive television advertising campaigns would cost millions of dollars, and it would be the Company's obligation to come up with the funds necessary to get such campaigns going. To assist the Company in making additional marketing connections for its "1-900" charitable fund raising program, the Company opened offices in Germany during October 1993 and in Switzerland during February 1994. Although fund raising efforts did not bear fruit immediately, the Company continues its efforts to raise money to conduct its fund raising activities. In early 1996, the Company's original core business of oil and gas exploration and development appeared to be rebounding in the United States and throughout the Western Hemisphere. Directors and officers of the Company were approached by various people in the oil and gas business and encouraged to take part in new oil exploration ventures. The Company viewed these overtures seriously. In April, 1996, the Company acquired a majority control of Spectrum Oil Corporation ("Spectrum") and agreed to provide $18 million in financing for Spectrum's hydrocarbon concessions in the Republic of Paraguay, which totaled approximately 15 million acres, subject to the terms of an agreement between Spectrum and the Company. Geologic and seismic data indicated that there could be tens of millions of barrels of oil in the leased area. The Company's Agreement to acquire Spectrum and finance its concessions was subject to verification of the agreements by which Spectrum acquired development rights to the concessions. The Company negotiated a private placement of 8 million share purchase warrants at a price of $2.00 per share for a period of two years. The financing would have guaranteed the funds necessary to complete the acquisition of Spectrum and to fulfill the financial commitments of Spectrum to the oil and gas concessions in Paraguay. However, by July, 1996, Spectrum was in default of its agreements with the owners of the Paraguayan concessions and the Company terminated all agreements between Spectrum and the Company. Thereafter, the Company agreed to tender back to Spectrum the majority control shares of Spectrum which it had given to the Company in connection with its agreements with the Company in exchange for the 8 million shares of the Company's common stock which had been given to Spectrum pursuant to the said agreements. The Company thereafter negotiated an Option Agreement directly with the owners of the Paraguayan hydrocarbon concessions. The terms of this Agreement required the Company to complete a ten-year exploration and development program at a cost of approximately $300 million. The Company negotiated a $350 million financing agreement with Petek A.G., a Swiss investment firm, which required the Company to issue 1.5 billion shares of its common stock for payment against delivery. In November 1996, the shares were electronically delivered to Barclay's Bank in London, United Kingdom, and Hong Kong Shanghai Bank in Hong Kong against payment of US$350 million. In February, 1997, the shares were returned by Barclays Bank and Hong Kong Shanghai Bank to the Company and Barclay's withdrew from the financing. The Company and its counsel have taken the position that the individuals, companies and financial institutions which either profited from the referenced transaction or which participated in the transaction should compensate the Company for the use of its securities and for breach of the original contractual arrangements to the Company's detriment. The Company's lawyers are investigating the Company's remedies as a result of these transactions and are confident that the Company will be successful. The Company is continuing its efforts to finance the Paraguayan hydrocarbon concessions. In late 1997 and early 1998 the Asian economic crisis adversely affected the world price of oil, however, activity in the oil and gas industry has historically been cyclical and the Company considers that this crisis has already been discounted and should not adversely affect ongoing negotiations. Although it is anticipated that European telephony and telecommunication standards should reach North American standards within the next two years, the Company cannot fully utilize its systems or services in Europe until those standards have been met. In order to conserve its financial resources, the Company has decided to scale down its European operations until promotion of its technology is warranted by advances in the European telecommunications standards. Financial Information About Industry Segments. Since inception, Company revenues, operating profit or loss and identifiable assets have all been attributable to the telecommunications industry and the hydrocarbon industry. The Company no longer has any purpose to file financial information regarding the amounts of revenue from sales to unaffiliated customers, operating profit or loss and identifiable assets attributable to this segment inasmuch as the Company no longer has revenue generated from its telecommunications assets or from active oil and gas assets. The Company has no revenue, and no other relevant financial information, associated with the telecommunications industry or with the charitable fund raising industry to date. Narrative Description of Business. Until June 1992, the Company was engaged in the oil and gas exploration business and in the production and sale to wholesalers of crude oil and natural gas. The Company acquired oil and gas property interests, mainly leases through its contacts in the petroleum industry and then sold fractional undivided interests in a portion of the acreage to individual investors and industry firms in connection with exploratory drilling programs (limited partnerships and joint ventures). The Company also participated in drilling exploratory and development wells through joint ventures organized by other industry operators. As of June 1992, the Company entered into an entirely different business. It acquired a company with certain ownership rights (the "Rights") to a telecommunications system capable of answering and/or otherwise handling multiple telephone calls per minute (the "System"). The System was designed for use with voice mail, and has unique and highly useful features. The Company determined that such a system could most advantageously be used for charitable fund raising in conjunction with 1-900 numbers. As reported above, the Company entered into several Agreements for charitable fund raising during the calendar year 1993. The Rights pertain to the "E.T. TeleManagement," "1-900," "1-800" and E.T. "TeleManagement" VoiceMail systems, as reported in the company's 1992 10-K filing. The Company has no other patents, trademarks, licenses, franchises or concessions. Telecommunications services and charitable fund raising are not seasonal activities. In April, 1996, the Company re-entered the oil and gas industry by entering into agreement with respect to Paraguayan oil and gas concessions, as set forth above under "Origins of the Company." Due to the nature of the Company's business, there are no significant working capital items carried on its books (i.e., accounts receivable, inventory, etc.), although a significant amount of equipment is carried on its books. Due to the nature of the Company's business, there is no backlog of orders. There is no portion of the Company's business which may be subject to renegotiation of profits or termination of contracts or subcontracts at the election of government. The Company is continuing its efforts to finance the Paraguayan hydrocarbon concessions. In late 1997 and early 1998 the Asian economic crisis adversely affected the world price of oil, however, activity in the oil and gas industry has historically been cyclical and the Company considers that this crisis has already been discounted and should not adversely affect ongoing negotiations. 1999 has seen a resurgence of the hydrocarbon industry world wide. 1 900 cash flow projections contained in the business plan are substantial and should be met within the first year of signing a contract. Even though the auditors chose to write off the Company's telecommunications assets over a four year period, the Company considers its telephone technology still has substantial value. Although it is anticipated that European telephony and telecommunication standards should reach North American standards within the next two years, the Company cannot fully utilize its systems or services in Europe until those standards have been met. In order to conserve its financial resources, the Company has decided to scale down its European operations until promotion of its technology is warranted by advances in the European telecommunications standards. Financial Information About Foreign and Domestic Operations and Export Sales. The Company opened offices in Germany and Switzerland to assist in financing the various projects of the Company. It entered into an Option Agreement with respect to hydrocarbon concessions in the Republic of Paraguay, but there are no foreign operations or export sales at this time. This is changing rapidly and it is anticipated that the Company will have expanded its operations in Europe and South America by fiscal 2000. Employment. The Company has no full-time employees. The policy of the Company has been to utilize consultants and other professionals on and ad hoc, when needed, basis until the size of the Company warrants the employment of paid employees. The Company anticipates the need for paid employees during fiscal 2000. The Company considers its employee relations to be satisfactory under the circumstances. Competition. The Company's activities in the oil exploration industry as well as in the telecommunications and fund raising industries involve two extremely competitive industries. The oil industry in America, after a decade-long decline, with a price collapse in the mid-eighties with a corresponding decline in demand, made a significant comeback in the mid 1990's before declining again in late 1997 and rebounding in the late 1990's. The fund raising industry and the telecommunications industry are among the most rapidly growing industries in the world. In both industries, the Company is one of thousands of firms which make money, or propose to make money, from its operations. In the oil industry, the Company faces competition from hundreds of individual company's and a number of giant corporations like Exxon, Shell, and others. In the telecommunications industry, competition comes from giant corporations like AT&T and from thousands of small companies, offering an ever-increasing array of telecommunications products and services; and in the charitable fund raising industry, there are a number of organizations which raise money, and a myriad of charitable organizations formed for a myriad of purposes. Competition is both general and specific: there are a number of approaches to making money in the oil exploration industry, and there are many other ways to raise money for charities besides advertising 1-900 telephone numbers. ITEM 2. PROPERTIES The Company has its registered offices in Denver, Colorado and has no properties under development at this time. ITEM 3. LEGAL PROCEEDINGS No legal proceedings are now pending by or against the Company other than as mentioned in Item I herein. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS During the year ended September 30, 1999, no significant matters came to a vote of security holders of the Company. PART II ITEM 5.MARKET PRICE FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS The Company's Common Stock is traded on the NASDAQ Electronic Bulletin Board, stock symbol ETCP. The following table sets forth the high and low sales price, in United States Dollars, for each quarterly period during the three most recent fiscal years. 1998 - 19991997 - 19981996 - 19971995 - 19961994 - 1995 Quarter EndedHigh LowHigh LowHigh LowHigh LowHigh Low December 310.13 0.010.50 0.251.25 1.251.25 1.252.50 1.25 March 310.13 0.090.50 0.25 1.25 1.251.25 1.251.75 .40 June 300.13 0.090.50 0.251.25 1.251.25 1.25. .40 .15 September 300.35 0.090.50 0.011.25 1.251.25 1.25 .03 .01 As of September 30, 1999, there are approximately 9,732 registered holders of record of the Company's Common Stock. The Company has never declared or paid cash dividends to holders of its Common Stock. It does not anticipate paying any dividends in the foreseeable future. ITEM 6.SELECTED FINANCIAL DATA See attached page. ITEM 6.SELECTED FINANCIAL DATA 1999*1998*1997*1996* 1995* 1994* Cash Assets $ 050,327 0 0 09,659 Equipment 0 0 0 34,270 164,772 285,193 Other Assets- Voice-Mail 1 1 1 1 1,662,500 3,325,000 Total Assets 121,923 233,210 243,842 339,073 2,193,033 4,046,571 Current Liabilities 122,007 120,207 107,577 81,409 65,762 32,800 Notes Payable 0 0 0 0 0 0 Debentures Payable755,188464,633 38,235 733,361 2,058,636 3,444,089 Total Liabilities 121,923233,210 243,842 339,073 2,193,033 4,046,571 Shareholders' Equity(755,272) (351,630) 98,030 (395,697) 68,635 569,682 Revenues 0 0 0 0 0 0 Expenses(403,642)(449,660) (1,146,273) (4,153,668) 2,790,795 2,566,377 Net Gain (Loss) (403,642)(449,660) (1,146,273) (4,153,668) (2,790,795) (2,566,377) Shares Out- standing 58,787,216 58,787,216 58,787,216 58,787,216 25,787,216 39,360,791 Net Gain (Loss) Per Share (.0069) (0.0076).0225)N/AN/AN/A &WP6-34;Figures given are for fiscal year end, not calendar year end. The Company's fiscal year ends on September 30th. ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Fiscal 1999 v. Fiscal 1998 Overall The Company's entry into the area of charitable fund raising using 1-900 "pay-per-call" telephone numbers has continued during this fiscal year. 1 900 "DEMOCRAT" and 1 900 "REPUBLICAN" continue to have the potential to generate many tens of millions of dollars in revenues for the Company. Until the marketing plan of the Company begins to develop cash flow, the development stage of the program will continue to draw from the Company's asset resources. During this fiscal year, the Company has attempted to negotiate a resolution with financial institutions which management concludes have made a profit from dealings involving the Company's securities but refused to compensate the Company as required by several contracts. The Company expects to ultimately obtain compensation and is negotiating with relevant parties. Although it is anticipated that European telephony and telecommunication standards should reach North American standards within the next two years, the Company cannot fully utilize its systems or services in Europe until those standards have been met. In order to conserve its financial resources, the Company has scaled down its European operations until promotion of its technology is warranted by advances in the European telecommunications standards. 2000 should see the Company's re-entry into the European market. The Company is still considering reentering the hydrocarbon exploration industry which was once its mainstay by negotiating the terms of a financing agreement that would allow the Company to reenter negotiations to develop oil and gas reserves in the Republic of Paraguay at an estimated cost of $300 million. The Company also continued its entry into the area of charitable fund raising using 1-900 "pay-per-call" telephone numbers during this fiscal year. Cash assets at the close of fiscal 1998 were $0 as compared to 50,327 1998 and $0 in 1997; fixed assets were estimated to be worth $534,886 in 1999 but depreciated to 0 as compared to the same in 1998 and 1997; the Rights and associated product development expenditures (subject to the amortization schedule set forth in the Financial Statements) were $1 in 1999, the same as 1998 and down from 1994 at $3,225,000. Total assets were $121,923 compared to $233,210 in 1998, $243,842 in 1997, $339,073 in 1996, $2,193,033 in 1995 and $4,046,571 in 1994. The Company believes that during fiscal 2000, it will both re-establish its presence in the petroleum industry and commence its charitable fund raising activities, as described in the business plan of the Company, to raise such funds as are necessary to possibly not only finance the election of the next President of the United States through the use of its proprietary 1 900 "DEMOCRAT" AND 1 900 "REPUBLICAN" telephone numbers, but to affect the election campaign reform laws and forge changes to the system for political fund raising in the United States . Extraordinary Items There were no extraordinary items reported in this fiscal year. Liquidity and Capital Resources At September 30, 1999, the Company had $0 cash assets and total current assets of $121,923 compared to September 30, 1998, the Company had $50,327 cash assets, but total current assets of$ 233,210 and $0 cash assets and $243,842 in fiscal 1997, $0 and $339,073 in 1996, and no cash assets and total current assets of $2,193,033 in 1995. The Company is not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in the Company's liquidity increasing or decreasing in any material way. Capital Resources and Expenditures There were no significant capital expenditures made by the Company during the fiscal year ended September 30, 1999. Further, until the Company concludes a financing, the Company had no known material commitments for additional capital expenditures as of September 30, 1999. Management of the Company knows of no material trends, favorable or unfavorable, with respect to the Company's capital resources. Inflation The results of the Company's operations have not been significantly affected by inflation during the last three fiscal years ended September 30, 1999. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Such financial statements and schedules as are available are attached hereto. ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT Identification of Executive Officers and Directors NameAgePosition with CompanyDirector Since Sidney B. Fowlds59Chairman of the BoardOctober 31, 1986 John Johnston74Vice PresidentOctober 31, 1986 Robert M. Miller 57Secretary-TreasurerOctober 31, 1992 Mr. Fowlds and Mr. Johnston were elected to serve on October 31, 1986, and reelected at every annual meeting since. Mr. Miller was elected a diredtor in 1993 and every annual meeting since. They were all elected to serve until the next annual shareholders' meeting or until their respective successors are elected and qualified. Officers of the Company hold office until the meeting of the Board of Directors after the next annual shareholders' meeting or until removal by the Board of Directors. Business Experience Sidney B. Fowlds:See the Company's 1987 Annual Report, Exhibit C. John Johnston: See the Company's 1987 Annual Report, Exhibit D. Robert M. Miller:See the Company's December 1993 Quarterly Report, Exhibit A. Involvement in Certain Legal Proceedings None. ITEM 11. EXECUTIVE COMPENSATION The following table sets forth the cash compensation paid by the Company during the fiscal year ended September 30, 1999, to each executive officer who received in excess of $60,000 (there were none) and to all executive officers as a group. Cash Compensation Table Identity of Group Capacities in which served Cash Compensation All executive officersExecutive Officers$0 (includes all cash bonuses) as a group Employment Arrangements Details of any Employment Contracts as exist between any officer of the Company set forth above and the Company itself have already been disclosed in previous 10-K filings for the Company. No additional contracts were entered into between any Directors and/or officers of the Company and the Company itself during the fiscal year ended September 30, 1999. Compensation Pursuant to Plans Once existent policies of the Company relating to compensation pursuant to plan(s), stock options, and the like have long been repealed by action of the Board of Directors until such time as the Company can produce a regular profit. Other Compensation The Company did not provide any other compensation to any of its executive officers which is not disclosed above. Compensation of Directors The Company has no standard or other arrangement pursuant to which directors are compensated for services as a director, including for attendance at meetings. Termination of Employment and Change of Control Arrangement None. ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following tables set forth information, as of September 30, 1999, with respect to beneficial ownership of the Company's common stock, $0.01 par value, of the Company's officers and directors, both individually and as a group, and the record and/or beneficial owners of more than five percent of the Company's common stock: Security Ownership of Certain Beneficial Owners (Name of Holder; Number of Shares; Percentage of Outstanding Common Shares Held) North American Oil and Gas; 2,578,700; 4.39% Officers and directors and beneficial owners of more than 5% of the Company's common stock as a group; North American Oil and Gas; 2,578,700; 4.39% Changes in Control The Company knows of no other arrangements the operations of which may at a subsequent date result in a change in control of the Company. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Transactions with Management and Others Not applicable. Certain Business Relationships None. Indebtedness of Management None. PART IV ITEM 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) (1)Financial Statements Auditors ReportF-1 Balance SheetsF-2 Statements Of OperationsF-4 Statements of Shareholders EquityF-5 Statements of Cash FlowsF-6 Notes to Financial StatementsF-7 (2) Financial Statement Schedules for the fiscal year ended September 30, 1999 All other schedules called for under Regulation S-X are not submitted because they are not applicable or not required or because the required information is not material or is included in the financial statements or notes thereto. (b) Reports on Form 8-K No reports were made on Form 8-K during the fiscal year ended September 30, 1999. E.T. CAPITAL, INC. AUDIT REPORTS AS OF September 30, 1999 and 1998 Janet Loss, C.P.A., P.C. 3525 South Tamarac Drive, Suite 120 Denver, Colorado 80237 INDEX TO FINANCIAL STATEMENTS E.T. CAPITAL, INC. TABLE OF CONTENTS ITEM PAGE Report of Certified Public Accountant.................... 1 Balance Sheets, September 30, 1999 and 1998.............................. 2-3 Statements of Operations, For Years Ended September 30, 1999 and 1998.............. 4 Statements of Stockholders' Equity, For Years Ended September 30, 1999 and 1998.............. 5 Statements of Cash Flows, For Years Ended September 30, 1999 and 1998.............. 6 Notes to Financial Statements............................ 7-9 Janet Loss, C.P.A., P.C. 3525 South Tamarac Drive, Suite 120 Denver, Colorado 80237 (303) 220-0227 Board of Director E.T. Capital, Inc. Suite 315 - 650 West Georgia Street Vancouver, B.C., Canada V6BN7 I have audited the Balance Sheets of E.T. Capital, Inc. as of September 30, 1999 and 1998, and the Statements of Operations, Stockholders' Equity and Cash Flows for the years ended September 30, 1999 and 1998. I conducted my audit in accordance with generally accepted auditing standards. These standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes assessing the accounting principles used and significant estimate made by management, as well as evaluating the overall financial statement presentation. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of E.T. Capital, Inc. as of September 30, 1999 and 1998, and the results of its operations and its cash flow for the years ended September 30, 1999 and 1998. "Janet Loss" Janet Loss, C.P.A., P.C. November 9, 1999 E.T. CAPITAL, INC. BALANCE SHEETS ASSETS September 30,September 30, 1999 1998 CURRENT ASSETS: Cash on Hand$ 0$ 50,327 FIXED ASSETS: Equipment (Note 2) 534,886 534,886 Less accumulated depreciation 534,886 (534,886) Net Fixed Assets 0 0 OTHER ASSETS: Rights' Title, net of amortization (Note 2)$ 1 $ 1 Product Development Expenditures, net of amortization (Note 2) 121,922 182,882 Option (Note 8) 0 0 Total Other Assets 121,922 182,882 TOTAL ASSETS$ 121,923$ 233,210 The accompanying notes are an integral part of the financial statements. E.T. CAPITAL, INC. BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT): September 30,September 30, 1999 1998 CURRENT LIABILITIES: Accounts Payable $ 122,007 $ 120,207 LONG-TERM LIABILITIES: (Note 4) Debenture Payable, Xanthos Management Corporation 755,188 464,633 STOCKHOLDERS' EQUITY (DEFICIT): Common stock, $.01 par value, 10,000,000,000 authorized, 58,787,216 shares issued and outstanding 4,516,079 4,516,079 Paid-In-Capital in excess of par value 20,069,869 20,069,869 (Deficit) Accumulated during the Development Stage (25,341,220) (24,937,578) TOTAL STOCKHOLDERS' EQUITY (DEFICIT)( 755,272) 351,630 SUB-TOTAL:( 755,272)( 351,630) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):$ 121,923$ 233,210 The accompanying notes are an integral part of the financial statements. E.T. CAPITAL, INC. STATEMENT OF OPERATIONS For the YearFor the Year Ended Ended September 30,September 30, 1999 1998 REVENUES$ - $ - GENERAL AND ADMINISTRATIVE EXPENSES: Accounting$ 1,800$ 1,500 Amortization (Note 2) 60,960 60,959 Auto Expenses, gas and repair Allowances 12,000 12,000 Consulting Fees 0 72,890 Depreciation Expenses (Note 2) 0 11,130 Rent Expense50,40050,400 Telephone Expense36,00036,000 Travel and Promotions 180,000 180,000 TOTAL GENERAL AND ADMINISTRATIVE EXPENSES 341,160$ 424,879 NET (LOSS) BEFORE OTHER INCOME (EXPENSES)( 341,160)( 424,879) OTHER INCOME AND (EXPENSES): Interest Expense( 62,482)( 24,781) NET (LOSS)$( 403,642)$( 449,660) NET (LOSS) PER SHARE$( .0069)$( .0088) The accompanying notes are an integral part of the financial statements. E.T. CAPITAL, INC. STATEMENTS OF STOCKHOLDERS' EQUITY CommonTotal Class A StockAdditionalDevelopment Stockholders' $.0001Par Value Paid-In StageEquity Shares Amount Capital (Deficit) (Deficit) Balances, October1, 199658,757,216$4,516,869$18,429,869 $(23,341,645) $ ( 395,697) Issue 1,500,000,000 shares at $.234 per share, Oct. 1, 1996 1,500,000,000 15,000,000 335,000,000 0 350,000,000 Cancellation of 1,500,000,000 share issued @ .234 per share, Feb.15, 1997 (1,500,000,000) (15,000,000) (335,000,000) 0 (350,000,000) Sale of 8,000,000 shares of treasury stock @ $.215 September 21, 1997 0 0 1,640,000 0 1,640,000 Net (Loss) for the Year Ended September 30, 1997 0 0 0 (1,146,273) (1,146,273) Balances, September 30, 199758,787,216$ 4,516,079$ 20,069,869$ (24,487,918 $ 98,030 Net (Loss) for the Year Ended September 30, 1998 0 0 0 ( 449,660) ( 449,660) Balances, September 30, 199858,787,216$ 4,516,079$ 20,069,869$ (24,937,578) $ ( 351,630) Net (Loss) for the Year Ended September 30, 1999 0 0 0 ( 403,642) ( 403,642) Balances, September 30, 199958,787,216$ 4,516,079$ 20,069,867$ (25,341,220) $ ( 755,272) The accompanying notes are an integral part of the financial statements. E.T. CAPITAL, INC. STATEMENTS OF CASH FLOWS For the YearFor the Year Ended Ended September 30,September 30, 1999 1998 Net Cash Flows From Operating Activities: Net (loss)$( 403,642)$( 449,660) Adjustments to Reconcile Net (Loss) to Cash (Loss) From Operating Activities: Amortization 60,960 60,959 Sub-total( 342,682) ( 388,701) Increase in Accounts Payable 1,800 12,630 Increase in Debenture Payable, Xanthos Management Corp. 426,398 ( 695,126) INCREASE (DECREASE) IN CASH 50,327 0 CASH, BEGINNING OF PERIOD (50,327) 50,327 CASH, END OF THE PERIOD$ 0$ 50,327 The accompanying notes are an integral part of the financial statements. E.T. CAPITAL, INC. NOTES TO FINANCIAL STATEMENTS Note 1 - HISTORY E.T. Capital, Inc. (formerly Caribou Energy Inc.)was incorporated in Colorado in 1978. The Company was originally engaged in oil and gas exploration from its inception until 1988. In 1988, the Company abandoned all of its oil and gas properties and all accounts associated with oil and gas have been written off. In 1992, E.T. Capital, Inc. (the Colorado Corporation) secured all the rights, title and interest to the E.T. "TeleManagement" VoiceMail System and 1-800 and 1-900 "pay-per-call" telephone numbers and information center from a Nevada corporation, E.T. Network, Inc., for $6,650,000.00. This purchase was financed by the sale of 20,000,000 Regulation "S" restricted shares of the Company. As of October 1, 1994, the Colorado Corporation changed its name to E.T. Capital, Inc. E.T. Network, Inc. was a Nevada corporation which owned the world-wide rights to the E.T. "TeleManagement" VoiceMail System and the 1-800 and 1-900 "pay - -per-call" telephone numbers and information center. Its wholly-owned subsidiary was Encryption Technology Canada, Inc. (E.T.). This subsidiary owned the rights for the VoiceMail system in Canada. The assets of E.T. network, Inc. (the Nevada Corporation) and Encryption Technology Canada, Inc. were then transferred to the Colorado Corporation. Encryption Technology Canada, Inc. has been de-registered and is no longer in existence. Note 2 - SIGNIFICANT ACCOUNTING POLICIES Method of Accounting The company is on the accrual basis of accounting for financial statements and income tax purposes. Fixed Assets and Depreciation Fixed assets are made up of computer equipment, cellular phones and furniture. The furniture was put into use October, 1991, and equipment was put into use October 1, 1992. Both furniture and equipment are being depreciated over their estimated life. E.T. CAPITAL, INC. NOTES TO FINANCIAL STATEMENTS Note 2 - CONTINUED Amortization The purchased rights for the TeleManagement VoiceMail system and the 1-800 and 1-900 "pay-per-call" telephone numbers are being amortized over the estimated useful life of four (4) years. Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. Note 3 - RELATED PARTIES As the corporation was unable to meet its financial obligations as they became due, one of the major shareholders of the Company, Xanthos Management Corporation, offered to pay the obligations on behalf of the Company and agreed to make payments as required, such payments secured by and subject to the terms of a debenture duly filed and registered with the Secretary of State for the State of Colorado. The Board of Directors of E.T. Capital, Inc. authorized management fees of $25,000.00 per month for office, telephone, automobile and travel, and promotion be paid to Xanthos Management Corporation. Note 4 - DEBENTURE PAYABLE, BEARER This debenture is dated October 31, 1992 and is secured by the company assets of E.T. "TeleManagement" System, 1-900 services, 1-800 services, VoiceMail services and Computer Centers. The total aggregate principal amount of the debenture shall be $5,000,000.00 may be outstanding at any time and interest shall be payable at ten (10) percent per annum. Note 5 - FISCAL YEAR The Company adopted a fiscal year end of September 30th. Note 6 - CURRENCY EXCHANGE The financial statements are presented in dollar amounts based on the United States Currency Exchange. E.T. CAPITAL, INC. NOTES TO FINANCIAL STATEMENTS Note 7 - ACQUISITIONS AND FINANCING In April, 1996 the Company acquired a majority control of Spectrum Oil Corporation and agreed to finance Spectrum's hydrocarbon concessions in Paraguay totaling approximately 15 million acres subject to the terms of an agreement between Spectrum and the Company. Geologic and seismic data indicate that there could be tens of millions of barrels of oil in the leased area. The Company agreed to acquire majority control of Spectrum and to finance Spectrum Oil's hydrocarbon concessions in the Republic of Paraguay subject to verification of the Spectrum's agreements under which they held the development rights to the concessions. Financing to make this acquisition and to proceed with the work program of approximately US$18 million was subject to the terms of an agreement between Spectrum and the Company. The Company negotiated a Private Placement of 8 million common shares of the Company at a price of US$1.25 carrying 8 million share purchase warrants at a price of US$2.00 per share for a period of two years. This financing would guarantee the funds necessary to complete the acquisition of Spectrum and fulfill the financial commitments of Spectrum to the oil and gas concessions in Paraguay. In July of 1996, Spectrum was in default of its agreements with the owners of the Paraguayan concessions and the Company terminated all Agreements between Spectrum and the Company. Subsequently, the 8 million shares were returned to the Company in exchange for the majority control shares of Spectrum that were held by the Company. Note 8 - OPTION & SUBSEQUENT EVENTS The Company negotiated an Option Agreement directly with the owners of the Hydrocarbon concessions in the Republic of Paraguay. The terms of the Agreement require the Company to complete a ten year exploration and development program of approximately US$300 million. The Company negotiated a US$350 million financing with Petek AG, a Swiss Investment firm which require the Company to issue 1.5 billion shares for payment against delivery. In November 1996, the shares were electronically delivered to Barclay's Bank in London, England against payment of US$350 million. In February 1997, the shares were returned by Barclay's to the Company Barclay's withdrew from the financing. Note 9 - SUBSEQUENT EVENTS The Company changed its name on October 15, 1999 to eCom.com, Inc. The common stock of the shares of the Company were consolidated on the basis of one share of eCom.com, Inc. For three shares of E.T. Capital, Inc. (1-3 reverse split) as of October 12, 1999. The amount owed by E.T. Capital, Inc. to American Securities Transfer has been negotiated to $40,000.00 if this amount is paid in full by December 31, 1999. If this amount is not paid in full, the previous amount will be due and owing at that time. As of the date of the audit report, Xanthos Management has already paid $13,000 of the $40, 000.00. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, duly authorized. Dated: November 10, 1999 E.T. CAPITAL, INC. (the "Company") By: /s/ Sidney B. Fowlds Chairman of Board of Directors Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated. Dated: November 10, 1999 /s/ Sidney B. Fowlds Director: Sidney B. Fowlds Dated: November 10, 1999 /s/ John Johnston Director: John Johnston Dated: November 10, 1999 /s/ Robert M. Miller Director: Robert M. Miller -----END PRIVACY-ENHANCED MESSAGE-----