-----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, TVOOc3GYvjwnhhkCA62Emo9ZHoopzt6w7tCn8Mhr9RhxFo0KH0J1DiFdSZWWTP5r 1rfpil5b+yGYi5rAXVPRkg== 0001116502-05-001951.txt : 20050818 0001116502-05-001951.hdr.sgml : 20050818 20050818173131 ACCESSION NUMBER: 0001116502-05-001951 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040622 ITEM INFORMATION: Bankruptcy or Receivership ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050818 DATE AS OF CHANGE: 20050818 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANTARES RESOURCES CORP CENTRAL INDEX KEY: 0000065202 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 131950459 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-03926 FILM NUMBER: 051036636 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-6030 BUSINESS PHONE: 2123088828 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-6030 FORMER COMPANY: FORMER CONFORMED NAME: MET SPORTS CENTERS INC DATE OF NAME CHANGE: 19821004 8-K 1 antaresresources8-k.txt CURRENT REPORT (DATED JUNE 22, 2004) ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM 8-K -------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) June 22, 2004 -------------- ANTARES RESOURCES CORP. (Exact name of registrant as specified in its charter) -------------- New York 000-3926 13-1950459 - ----------------------------- ----------- ------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 7900 Glades Road, Suite 610 -------------------------------------------------- Boca Raton, FL 33434 (Address of principal executive offices) (Zip Code) (561) 558-0165 (Registrant's telephone number, ----------------------------------------------- including area code) Not Applicable (Former name or former address, ----------------------------------------------- if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ FORWARD LOOKING STATEMENTS Certain statements and information included in this Current Report constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this Current Report, the words or phrases "will," "will likely result," "are expected to," "will continue," "is anticipated," "estimated," "projected," "intends to" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, known and unknown, and uncertainties, including, but not limited to, the ability of the Company to obtain bankruptcy court approval with respect to motions in the Chapter 11 proceeding filed by it from time to time, potential adverse publicity surrounding the Chapter 11 proceeding, the ability of the Company to obtain and comply with obligations and covenants in the debtor-in-possession ("DIP") financing documents to the extent the Company determines to obtain DIP financing, the ability of the Company to fund its working capital needs through the expiration of the DIP financing and thereafter, the potential adverse impact of the Chapter 11 proceeding on the Company's liquidity or results of operations, the ability of the Company to obtain and maintain adequate relationships with vendors and customers and manage relationships with its creditors and other lenders, the ability of the Company to attract and motivate key employees in the future, potential actions of regulatory authorities which govern the Company's operations, including the potential for delisting by the Securities and Exchange Commission ("SEC") and the potential for other litigation resulting from the Company's activities prior to Bankruptcy, the ability of the Company to get its charter reinstated in the State of New York, the Company's prospects for the future, the ability of the Company to develop, prosecute, confirm and consummate its plan of reorganization with respect to the Chapter 11 proceeding, the Company's ability to implement its plan of reorganization and obtain adequate post-bankruptcy financing or other capital on commercially acceptable terms, economic conditions, changes in laws or regulations and other risks described in the Company's reports filed with the SEC. Such factors could materially adversely affect the Company's future financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed within this Current Report or other SEC reports. It is currently anticipated that, additional discussion of such factors that could cause actual results to differ materially from management's projections, forecasts, estimates and expectations will be contained in the Company's future filings with the SEC. ITEM 1.03 BANKRUPTCY OR RECEIVERSHIP. On June 22, 2004, certain creditors of Antares Resources Corp. ("Antares" or the "Company") filed an involuntary petition against the Company for relief under Chapter 11 of the United States Bankruptcy Code (the "Code") with the United States Bankruptcy Court for the Middle District of Florida (the "Bankruptcy Court"), Case No. 3:04 bk-06408-JAF. On November 16, 2004, upon consideration of the involuntary petition and that the Company did not file an answer or responsive pleading within the required period under the Code, the Bankruptcy Court entered an order granting relief (the "Order for Relief") under the Code. Upon the Order for Relief, the Bankruptcy Court assumed jurisdiction over the assets of the Company. From November 16, 2004 to April 26, 2005, the Company operated its businesses as a debtor-in-possession pursuant to Sections 1107(a) and 1108 of the Code. On April 26, 2005, the Bankruptcy Court entered an order approving the petitioning creditors' motion to appoint a Chapter 11 trustee, pursuant to which Michael P. Phelan was appointed as Chapter 11 Trustee (the "Trustee") for the Company under Section 1104(a) of the Code. Mr. Phelan is General Manager of Michael Moecker & Associates, Inc. ("MM&A"), a firm specializing in assisting companies that are in insolvency proceedings. MM&A personnel, including Mr. Phelan, have served as trustee, examiner, liquidating trustee or creditor agent in numerous Chapter 11 cases. They have also served as assignee in Florida and California Assignment for the Benefit of Creditor proceedings, which are similar to bankruptcies. MM&A was founded in 1992. Mr. Phelan has been associated with MM&A since 1999. ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. On May 26, 2005, upon application by the Trustee, the Bankruptcy Court entered an order appointing Weinberg & Co. ("Weinberg") as the Company's independent public accountant. The Company has not had independent public accountants in the two most recent fiscal years and until May 26, 2005. During the two most recent fiscal years and until May 26, 2005, the Company has not consulted with Weinberg regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report was provided to the Company or oral advice was provided that Weinberg concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as described in Item 304(a)(1)(v) of Regulation S-K. ITEM 8.01 OTHER EVENTS. On July 25, 2005, the Trustee filed on behalf of the Company a monthly financial report (the "Report") with the Bankruptcy Court in connection with the Company's voluntary petition for reorganization under Chapter 11 of the Code. The Report sets forth certain financial information regarding Antares for the period from June 1, 2005 to June 30, 2005. The Report is included with this Current Report as Exhibit 99.1, and is incorporated by reference into this Item 8.01. THE REPORT CONTAINS FINANCIAL INFORMATION THAT HAS NOT BEEN AUDITED OR REVIEWED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS, IS NOT PRESENTED IN ACCORDANCE WITH ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES, AND MAY BE SUBJECT TO FUTURE RECONCILIATION AND ADJUSTMENTS. THE COMPANY CAUTIONS READERS NOT TO PLACE UNDUE RELIANCE UPON THE INFORMATION CONTAINED IN THE REPORT WHICH CONTAINS UNAUDITED INFORMATION AND IS IN A FORMAT PRESCRIBED BY THE APPLICABLE BANKRUPTCY LAWS. THERE CAN BE NO ASSURANCE THAT THE REPORT IS COMPLETE. THE REPORT ALSO CONTAINS INFORMATION FOR A PERIOD THAT MAY BE SHORTER OR OTHERWISE DIFFERENT FROM THOSE CONTAINED IN THE COMPANY'S REPORTS FILED PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"). 2 On August 11, 2005, Antares was informed by the Staff of the SEC that it is one of a number of companies to be included in an omnibus recommendation to deregister the Company's securities under Section 12(j) of the SEC's Administrative Procedures and suspend trading of the Company's securities on the Pink Sheets under the, arising from it being delinquent in its Exchange Act filings for more than five years. Antares has retained an independent public accountant and special securities counsel to assist in preparing its SEC filings. The Company is also in the process of getting its charter reinstated in the State of New York. The Company's charter was revoked due to failure to pay all required taxes. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. The following exhibit is filed herewith: Exhibit Number Description ------- ----------- 99.1 Monthly financial report for the period from June 1, 2005 to June 30, 2005. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ANTARES RESOURCES CORP. (Registrant) Date: August 18, 2005 By: /s/ Michael P. Phelan ------------------------- Name: Michael P. Phelan Title: Chapter 11 Trustee EXHIBIT INDEX Exhibit Number Description ------- ----------- 99.1 Monthly financial report for the period from June 1, 2005 to June 30, 2005. EX-99.1 2 exh99-1.txt ADDITIONAL EXHIBITS Exhibit 99.1 UNITED STATES BANKRUPTCY COURT MIDDLE DISTRICT OF FLORIDA JACKSONVILLE DIVISION In re: ) ANTARES RESOURCES CORP. ) Case No. 3:04-bk-06408-JAF Debtor. ) Chapter 11 _________________________________ FINANCIAL REPORT OF DEBTOR IN POSSESSION FOR BUSINESS FOR PERIOD BEGINNING JUNE 1, 2005 AND ENDING JUNE 30, 20005 ------------------------------------------------------- Trustee, Michael P. Phelan, gives notice of filing the attached Financial Report of Debtor in Possession for Business for the period beginning June 1, 2005 and ending June 30, 2005.. SMITH HULSEY & BUSEY By /s/ Raymond R. Magley --------------------------- Raymond R. Magley Florida Bar Number 0511056 225 Water Street, Suite 1800 Jacksonville, Florida 32202 (904) 359-7700 (904) 359-7708 (Facsimile) Attorneys for Trustee MONTHLY FINANCIAL REPORT FOR BUSINESS For The Period Beginning 06/01/05 and ending: 06/30/05 Name of Debtor: Antares Resources Corp. Case Number: 3:04-bk-06408-JAF Date of Petition: April 27, 2005 CURRENT CUMULATIVE MONTH PETITION TO DATE 1. CASH AT BEGINNING OF PERIOD 0 ---------- --------- 2. RECEIPTS: A. Cash Sales 0 ---------- --------- Less Cash Refunds 0 ---------- --------- Net Cash Sales 0 ---------- --------- B. Collection on Postpetition A/R 0 --------- C. Collection on Prepetition A/R 0 --------- D. Other Receipts - Pymnt from Creditor 25,000.00 25,000.00 ---------- --------- E. Other Receipts - Interest Deposit 3. TOTAL RECEIPTS 1.77 1.77 ---------- --------- 4. TOTAL CASH AVAILABLE FOR OPERATIONS (Line 1 + Line 3) 25,000.00 25,001.77 ---------- --------- 5. DISBURSEMENTS A. U.S. Trustee Quarterly Fees 1,000.00 1,000.00 ---------- --------- B. Net Payroll ---------- --------- C. Payroll Taxes Paid ---------- --------- D. Sales and Use Taxes --------- E. Other Taxes --------- F. Rent --------- G. Other Leases (Attachment 2) --------- H. Telephone --------- I. Utilities --------- J. Travel & Entertainment --------- K. Vehicle Expenses --------- L. Office Supplies --------- M. Advertising --------- N. Insurance (Attachment 7) --------- O. Purchases of Fixed Assets (Attachment 3) --------- P. Purchase of Inventory (Attachment 3) --------- Q. Manufacturing Supplies --------- R. Repairs & Maintenance --------- S. Payments to Secured Creditors --------- T. Other Expense 125.00 125.00 ---------- --------- TOTAL CASH DISBURSEMENTS 1,125.00 1,125.00 ---------- --------- 7. ENDING CASH BALANCE (Line 4 - Line 6) 23,876.77 23,876.77 ---------- --------- I declare under penalty of perjury that this statement and the accompanying schedules are true and correct to the best of knowledge and belief. This 25th day of July ___, 2005 /s/ Michael P. Phelan --------------------------------- ATTACHMENT 1 ------------ MONTHLY ACCOUNTS RECEIVABLE AGING AND RECONCILIATION ----------------------------------------------------- Name of Debtor: Antares Resources Corp. Case Number:3:04-bk-06408-JAF ACCOUNTS RECEIVABLE AT PETITION DATE: 0 ----------- ACCOUNTS RECEIVABLE RECONCILIATION (Include all accounts receivable, pre-petition and postpetition, including charge card sales which have not been received) Beginning of Month Balance 0 ----------- PLUS: Current Month New Billings 0 ----------- LESS: Collection During the Month 0 ----------- End of Month Balance 0 ----------- ================================================================================ AGING: (Show the total amount for each age group of accounts incurred since filing the petition) 0-30 Days 31-60 Days 61-90 Days Over 90 Days Total - --------- ---------- ---------- ----------- ----- 0 ------ 0.0% ATTACHMENT 2 ------------ MONTHLY ACCOUNTS PAYABLE AND SECURED PAYMENTS REPORT ---------------------------------------------------- Name of Debtor: Antares Resources Corp. Case Number: 3-04-bk-06408-JAF Reporting Period beginning 06/01/05 and ending 06/30/05 In the space below list all invoices or bills incurred and not paid since the filing of the petition. Do not include amounts owed prior to filing the petition. Date Days Incurred Outstanding Vendor Description Amount None ================================================================================ ACOUNTS PAYABLE RECONCILIATION (Post Petition Only): Opening Balance (total from prior report) 0 ------ PLUS: New indebtedness Incurred this Month 0 ------ LESS: Amount Paid on Prior Accounts Payable 0 ------ Ending Month Balance 0 ------ SECURED: List the status of Payments to Secured Creditors and Lessors (Post Petition Only)________ Secured Date # of Post Petition Total $ Creditor/ Payment Payment Payments Amount of Lessor Due Amount Delinquent Post Petition - --------- ------- ------- ------------------- ------------- None ATTACHMENT 3 ------------ INVENTORY AND FIXED ASSETS REPORT --------------------------------- Name of Debtor: Antares Resources Corp. Case Number: 03-04-bk-06408-JAF Reporting Period Beginning 06/01/05 and ending 06/30/05 INVENTORY REPORT ---------------- INVENTORY BALANCE AT PETITION DATE: ------------------------------- Inventory Balance at Beginning of Month 0 ------ Inventory Purchase During Month 0 Inventory Used or Sold 0 ------ Inventory on Hand at End of Month 0 ------ METHOD OF COSTING INVENTORY: N/A ------ =============================================================================== FIXED ASSET REPORT ------------------ FIXED ASSETS FAIR MARKET VALUE AT PETITION DATE (Includes Property, Plant and Equipment) 0 ------ BRIEF DESCRIPTION (First Report Only): ----------------------------------------- - -------------------------------------------------------------------------------- FIXED ASSETS RECONCILIATION: Fixed Asset Book Value at Beginning of Month 0 ------ LESS: Depreciation Expense 0 ------ PLUS: New Purchases 0 ------ Ending Monthly Balance 0 ------ BRIEF DESCRIPTION OF FIXED ASSETS PURCHASED OR DISPOSED OF DURING THE REPORTING PERIOD ------------------------------------------------------------- - -------------------------------------------------------------------------------- ATTACHMENT 4 ------------ MONTHLY BANK ACCOUNT RECONCILIATION ----------------------------------- Name of Debtor: Antares Resources Corp. Case Number: 03-04-bk-06408-JAF Reporting Period Beginning 06/01/05 and ending 06/30/05 A separate sheet is required for each bank account, including all savings and investment accounts, i.e. certificates of deposit, money market accounts, stocks and bonds, etc. NAME OF BANK: Bank of America BRANCH: Dallas, TX ------------------- -------------------------------- ACCOUNT NAME: Antares Resources Corp. ----------------------------------------------------------------- ACCOUNT NUMBER: xxxx ---------------------------------------------------------------- PURPOSE OF ACCOUNT: ----------------------------------------------------------- Beginning Balance 0 ---------- Total of Deposits Made 25,001.77 ---------- Total Amount of Checks Written 1,125.00 ---------- Service Charge ---------- Closing Balance 23,876.77 ---------- Number of First Check Written This Period 1000 ------ Number of Last Check Written This Period 1001 ------ Total Number of Checks Written This Period 2 INVESTMENT ACCOUNT Type of Negotiable Instrument Face Value Purchase Price Date of Purchase - ------------------ ---------- -------------- ---------------- N/A ATTACHMENT 5 ------------ Name of Debtor: Antares Resources Corp. Case Number: 03-04-bk-06408-JAF Reporting Period Beginning 06/01/05 and ending 06/30/05 CHECK REGISTER NAME OF BANK: Bank of America BRANCH: Dallas, TX ------------------- -------------------------------- ACCOUNT NAME: Antares Resources Corp. ----------------------------------------------------------------- ACCOUNT NUMBER: xxxx --------------------------------------------------------------- PURPOSE OF ACCOUNT ------------------------------------------------------------ Account for All Check Numbers, Including voided, Lost Stopped Payment, etc. Date Check Payee Purpose Amount - ---- ----- ----- ------- ------ See Attached - ------------ ATTACHMENT 6 ------------ MONTHLY TAX REPORT ------------------ Name of Debtor: Antares Resources Corp. Case Number: 03-04-bk-06408-JAF Reporting Period Beginning 06/01/05 and ending 06/30/05 TAXES PAID DURING THE MONTH --------------------------- Report all post-petition taxes paid or deposited into the tax account Date Bank Description Amount - ---- ---- ----------- ------ None ================================================================================ TAXES OWED AND DUE ------------------ Report all unpaid post-petition taxes including Federal and State withholding FICA, state sales tax, property tax, unemployment tax and state workmen's compensation. Date last tax return file ---------------------------- Period return covers ------------------------------= Name of Taxing Date Authority Payment Due Description Amount - -------------- ----------- ----------- ------ None ATTACHMENT 7 ------------ SUMMARY OF OFFICER OR OWNER COMPENSATION ---------------------------------------- SUMMARY OF PERSONNEL AND INSURANCE COVERAGES -------------------------------------------- Name of Debtor: Antares Resources Corp. Case Number: 03-04-bk-06408-JAF Reporting Period Beginning and ending ------------------- -------------------- Report all compensation received during the month. Do not include reimbursement for expenses incurred for which you have receipts. NAME OF OFFICER OR OWNER TITLE AMOUNT PAID - ------------------------ ----- ----------- None ================================================================================ PERSONNEL REPORT Full Time Part Time Number of employees at beginning of Period 0 0 -------- -------- Number hired during the period 0 0 -------- -------- Number terminated or resigned during period 0 0 -------- -------- Number of employees on payroll at end of period 0 0 -------- -------- ================================================================================ CONFIRMATION OF INSURANCE ------------------------- List all policies of insurance in effect, including but not limited to workers' compensation, liability, fire, theft, comprehensive, vehicle, health and life. Agent & Date Phone Coverage Expiration Premium Carrier Number Type Date Due - ------- ------- -------- ---------- ------- N/A ATTACHMENT 8 ------------ SIGNIFICANT DEVELOPMENTS DURING REPORTING PERIOD ------------------------------------------------ None We anticipate filing a Plan of Reorganization and Disclosure Statement on or before____________ Unknown -----END PRIVACY-ENHANCED MESSAGE-----