Irutil Co Inc – ‘20-F’ for 12/31/99

On:  Tuesday, 11/28/00, at 4:23pm ET   ·   For:  12/31/99   ·   Accession #:  1002014-0-185   ·   File #:  0-31301

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Annual Report of a Foreign Private Issuer   —   Form 20-F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report of a Foreign Private Issuer             35    136K 

Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION            
Washington D.C. 20549             

FORM 20-F/A-1             

[ x ]     REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF            
THE SECURITIES EXCHANGE ACT OF 1934                         
OR                                                          

[   ]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                  
SECURITIES EXCHANGE ACT OF 1934, for the fiscal year ended: 
OR                                                          

[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE              
SECURITIES EXCHANGE ACT OF 1934, for the transition period  
from ___________ to __________.                             

COMMISSION FILE NO: 0-31301             

IRUTIL CO. INC.             
(Exact name of registrant as specific in its charter)             

The Commonwealth of The Bahamas             
(Jurisdiction of incorporation or organization)             

Brigadoon House, P.O. Box 17736             
Nassau, Bahamas             
(Address of principal executive offices, including postal code)             

Registrant's area code and telephone number: (242) 324-3555                     

Securities to be registered pursuant to Section 12(b) of the Act:               
Title of each class:  None                                            

Name of each exchange on which registered:  N/A                                 

Securities to be registered pursuant to Section 12(g) of the Act:               
Title of each class:  Ordinary Shares                                 

Securities for which there is a reporting obligation pursuant to                
Section 15(d) of the Act.                                                       
Title of each class:   None                                           

Indicate the number of outstanding shares of each of the issuer's               
classes of capital or Ordinary Shares as of the close of the period             
covered by the annual report.                                                   

Indicate by check mark whether the registrant (1) has filed all reports         
required to be filed by Section 13 or 15(d) of the Securities Exchange          
Act of 1934 during the preceding 12 months (or for such shorter period          
that the registrant was required to file such reports), and (2) has             
been subject to such filing requirements for the past 90 days.                  
[   ]   YES    [ x ]  NO                                              

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Indicate by check mark which financial statement item the registrant            
has elected to follow:                                                          
[ x ]  ITEM 17 [   ]  ITEM 18                                         

(APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS              
DURING THE PAST FIVE YEARS)                                                     

Indicate by check mark whether the registrant has filed all documents           
and reports required to be filed by Sections 12, 13, or 15(d) of the            
Securities Exchange Act of 1934 subsequent to the distribution of               
securities under a plan confirmed by a court.                                   
[  ]  YES      [  ]  NO                                               

INDEX BEGINS ON PAGE 34.                                              

INTRODUCTION                                                                    

As used herein, except as the context otherwise requires, the term    
"Company" refers to Irutil Co. Inc., a corporation organized under the          
laws of the Commonwealth of the Bahamas.                                        

The Company publishes its financial statements expressed in United    
States dollars.  In this document, references to "US dollars" or "US$"          
are to the currency of the United States of America.                            

The Company's fiscal year ends on December 31 of each year.           
References in this document to a particular year are to the fiscal year         
unless otherwise indicated.                                                     

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ITEM 1.   DESCRIPTION OF BUSINESS.                                              

GENERAL                                                                         

Irutil Co. Inc. (the "Company"), is a start-up corporation which      
has not begun operations. The Company was organized under the laws of           
the Commonwealth of The Bahamas on September 8, 1995 as Southern Energy         
Co. Inc., and intends to engage in the business of generating                   
electricity and distributing the same to rural or remote cities,                
villages, and towns initially in the Philippines.  As of the date               
hereof, the Company does not generate or distribute any electricity to          
anyone and there is no assurance that the Company's plans to generate           
and sell electricity to anyone will ever occur.                                 

THE COMPANY'S PLAN FOR GENERATING ELECTRICITY                                   

The Company's intends to acquire small rural electric corporations    
("RECS") located in the Philippine Islands and consolidate the same             
with other rural electric regional electric cooperatives, municipals,           
and distribution companies to form a larger entity.  Currently, the             
Company has not acquired any electric corporations and there is no              
assurance that the Company will be able to acquire any entities.  The           
Company has entered into a letter of intent with ESI E&C Co., Inc.              
("ESI"), a corporation owned and controlled by David Atkinson, the              
Company's President, to acquire one Philippine energy corporation.              

The Company believes that by acquiring multiple energy                
corporations and consolidating the same, that it will (1) increase its          
purchasing power, (2) be able to attract financing, (3) attract a               
qualified work force, (4) be able to influence local, regional, and             
national government legislation, and (5) centralize cost structures in          
operations and administration, thereby decreasing the cost of operation         
while increasing revenue (6) operate the rural electric corporations            
more efficiently and profitably than the present government/cooperative         
structure.                                                                      

Subsequent to making its initial acquisition, the Company intends     
to restructure, rehabilitate, and expand transmission, distribution,            
metering, and supervisory control and data acquisition system ("SCADA")         
of the RECS franchise area to lower costs, expand service and increase          
reliability.  The foregoing plans have led the Company to focus its             
business development efforts in regions of the world in which it                
already has local business relationships and where the opportunity              
exists to execute its strategy.     For example in Ukraine the Company          
has existing business relationships in the energy sector therefore it           
allows the Company the opportunity to expand into the energy resource           
business.  In particular, the Company believes it will have the                 
opportunity to acquire and co-finance and oil and gas property through          
its existing business relationship.  The Company has not entered into           
any agreements to acquire or co-finance the oil and gas property, and           
there is no assurance the Company will enter into such an agreement in          
the future.                                                                     

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The Company has entered into a non-binding letter of intent with      
ESI to purchase     a      partnership interest in a partnership to be          
formed by Cotabato Electric Cooperative Inc., North Cotabato, Mindanao,         
Philippines, a REC ("Cotabato") and ESI.  ESI is a corporation entirely         
owned by David Atkinson, the Company's President.  The partnership              
will be      formed for the purpose of designing, building, owing and           
operating the Kabacan 8MW mini-hydro project.  As of the date hereof,           
the partnership has not been formed and there is no assurance the               
partnership will be formed in the future.  Further, the Kabacan mini-           
hydro project has not been initiated and there is no assurance such             
project will ever be initiated.    The letter of intent provides that           
the Company will:                                                               

a.  Acquire ESI's partnership interest in the partnership   
between Cotabato and ESI.  Said 90% interest constitutes the          
entire ownership interest of ESI in the partnership.                  

b.  Refinance the existing debt on the Cotabato balance     
sheet, and                                                            

c.  Conduct due diligence over a period of the next 90 days 

All of the material terms of a definitive agreement are yet to be     
negotiated and the letter of intent is not deemed to be a binding               
agreement.                                                                      

In addition to its targeted electric distribution acquisition         
program, the Company also plans to strategically align itself with              
local electric production and generation plants to supply low cost              
electricity to the distribution companies, thereby lowering                     
transmission costs currently incurred in moving electricity from large,         
remotely located central generating plants to the distribution                  
companies.     The Company intends to implement its strategic alliance          
by opening a line of communication with other local plants to supply            
power to areas without power, rather than attempting to obtain                  
customers who already have power supplied to them from existing                 
sources.      As of the date hereof, the Company has not strategically          
aligned itself with any plants and does not have adequate funds to              
develop any plants.  Further, there is no assurance that the Company            
will ever develop or build any plants.                                          

Because the Company's initial target is located in the Philippine     
Islands, the Company intends to concentrate its efforts and programs in         
the Philippine Islands.                                                         

OVERVIEW OF PHILIPPINE ELECTRIC GENERATION AND DISTRIBUTION                     

Electricity for Philippine distribution companies is typically        
provided through high-voltage transmission wires from central electric          
generation plants located throughout a particular region. Electricity           
generated from these plants is often located many miles from the                
distribution company, resulting in distribution losses from heat loss,          
inefficiencies, and theft.  Currently, all parts of the Philippine              
system are regulated.  However, to improve efficiencies and reduce              

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government subsidization of the electric industry, national legislation         
is pending in the Philippine Islands that would deregulate parts of the         
system, allowing distribution companies to be owned and operated by             
non-regulated private and public companies.  Specifically, the                  
generating plants would be sold to and operated by third parties.               
Distribution companies would be privatized as well, leaving the                 
transmission lines partially regulated.                                         

PHILIPPINE ELECTRIC INDUSTRY                                                    

Currently, many electric distribution companies in the Philippine     
Islands operate in rural areas.  The government has funded development          
of locally owned electric distribution networks to electrify isolated           
communities.  The government's goal is to have electricity available to         
all citizens as soon as possible.  To that end, the Philippine                  
government has legislation pending to privatize the local government            
owned electric companies and to introduce new technologies and to               
create more efficient and cost effective systems that will allow RECS           
to continue to provide reliable electricity to citizens.                        

The Philippine government has called on RECS to form joint            
ventures with foreign firms engaged in power development and to seek            
nongovernment capital, expertise, and technology to reduce system               
losses and fund system expansion.  In the Philippine Islands, over 100          
RECS supply 97% of the country's 1,500 municipalities.   The Company            
intends to initiate the acquisition of distribution companies as well           
as to strategically align itself to smaller power generation plants in          
order lower overall electric costs and provide more reliable and safe           
electricity to regional customers.                                              

According to the undated Philippine Energy Plan (1999-2004), the      
country has 11,615 MW of installed, electric generating capacity, over          
50% of which is owned by the state-owned National Power Corporation             
(NPC). Oil-fired power plants provided 47% of the power generated while         
hydro and geothermal plants provide 36%, and coal and gas-fired plants          
provided the remaining 17%.  From 1992 to 1996, electric utilization            
increased 7% annually and is expected to increase 5.8% annually through         
2010.                                                                           

Currently, generation and transmission is owned and operated by       
NPC, while retail distribution is provided by 17 investor-owned                 
utilities (IOU's), 119 rural electric cooperatives (RECs), and 4                
municipal, city, and provincial distribution companies (MUNIs).                 

The Department of Energy (DOE) has overall responsibility for         
Philippine industry policy, planning, coordination, and non-price               
regulation. It assumes responsibility for (1) integrated power system           
planning; (2) setting and enforcing performance standards for                   
independent power producers (IPPS), NPC and utility-owned generation;           
and (3) facilitating and encouraging investment in the power sector.            

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The Energy Regulatory Board (ERB) is a government agency whose        
primary goal is regulating the retail price of electricity. It has              
jurisdiction over the IOUs, RECs, and MUNIs. The NPC is not under the           
jurisdiction of ERB since the NPC rate is dictated by their contractual         
obligation with various independent power producers (IPPs) which                
account to about 50% of the total generation.                                   

CERTAIN FACTORS AFFECTING INDUSTRY                                              

The Philippine electric distribution industry is highly capital       
intensive and the industry is becoming increasingly more competitive on         
a global basis.  There are many competitors with more resources in              
terms of qualified personnel and capital funds than the Company.  There         
can be no assurance that capital will be available to purchase the              
targeted assets, nor might there be capital available to maintain the           
assets.  The Company is targeting international, Federal, and local             
banks to provide acquisition and growth capital.                                

Each Philippine Island REC has a monopoly or franchise for a given    
geographic area.  REC electric prices are regulated and set by the ERB,         
therefore there is no direct competition from other distribution                
companies.  However, distributed generation electricity                         
(electricity generated by an entity within the franchise area of an             
electric cooperative intended for internal use of the entity)      can          
result in the loss of electric sales from the REC. The distributed              
generation concept is just starting to take hold in developed countries         
and currently is more expensive than buying electricity from a local            
distribution company. Therefore, the Company does not expect                    
significant, if any, loss of revenues from this potential competitive           
technology.                                                                     

CONTRACTS, AGREEMENTS, AND UNDERSTANDINGS                                       

The Company has entered into a non-binding memorandum of agreement    
with ESI to purchase up to 90% of a partnership interest to be formed           
between ESI and Cobato.  ESI will own 90% of the partnership and                
Cotabato will own 10% of the partnership.  The partnership was formed           
for the purpose of designing, building, owing and operating the Kabacan         
8MW mini-hydro project.  As of the date hereof, the partnership has not         
been formed and there is no assurance the partnership will be formed in         
the future.  Further, the Kabacan mini-hydro project has not been               
initiated and there is no assurance such project will ever be                   
initiated.  The Multilateral Investment Guarantee Agency (MIGA) has             
issued a preliminary guarantee for debt and equity totaling US$15               
million.  The Company plans to finalize the acquisition sometime in the         
year 2000.                                                                      

Benefits Associated with the Philippines                                        

The operating and business environment in the power industry of       
the Philippines has improved over the last few years and is expected to         
improve in the near future. The Philippine government is in the process         
of privatizing its power generation and distribution organizations to           
attract private capital for operating, upgrading, and expanding its             

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power generators and grids. The government hopes that privatization             
will result in new management teams that will bring in innovative ideas         
learned from years of experience operating similar for-profit                   
companies. These innovative ideas are expected to increase motivation           
of employees, improve morale, work attitudes, and standards while               
increasing and expanding system reliability and service to electric             
consumers at a lower cost.                                                      

By privatizing the power industry, the government hopes to            
reallocate its capital resources to those neglected sectors in greater          
need of capital and human resources.                                            

Risks Associated with Philippines                                               

The financial crisis that has swept across southeast Asia over the    
last two years has a forced its consumers to become cost conscious of           
energy consumption. Business globalization has forced some                      
multinational companies to close offices and factories and to relocate          
in locations where labor and raw materials are relatively inexpensive.          

This has resulted in decreased revenues for power companies           
including, the NPC. High incidence of power pilferage has also been             
reported as a result of the foregoing.                                          

The Company believes that the benefits described above far            
outweigh the risks.  There is no assurance, however, that one of the            
aforementioned risks will not cause the demise of the Company.                  

Selection of Target Areas for Acquisition                                       

REC's and private utilities selected for acquisition are those        
that might benefit from professional management and that are                    
located in rural areas,      a potential growth area.                           

Evaluation Techniques                                                           

The Company will use a customized acquisition plan for each REC.      
For each REC acquisition, the approach will be similar, differing only          
in that one REC is different than another.                                      

In general, the Company will evaluate an acquisition candidate on     
its cash flows and growth potential.  Traditional corporate finance             
valuation analysis, such as discounted cash flows and comparable                
acquisitions, will be used in evaluating the cash flows and value of            
each REC.  The current customer penetration, past historical profit             
growth rates, and potential future sales growth rates as well as the            
ability of the REC management to continue that growth are, among other          
things, are the key items to be evaluated by the Company in considering         
and acquisition of a particular REC.                                            

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Market for Electricity                                                          

The market for electricity production and transmission in the         
Philippine Islands is regulated.  The overall market is mature and the          
Company will receive uniform price throughout the Philippines, which is         
approximately $0.072$/Kwhr.                                                     

As a means of quantitative comparison the following general           
industry based electricity prices occurred in certain developed                 
countries during this period in accordance with information supplied by         
Energy Information Administration:                                              

Country             Average Price per/KWHR in US$           

USA                           $ 0.084                       
United Kingdom                $ 0.125                       
Philippines                   $ 0.072                       
Brazil                        $ 0.142                       
Japan                         $ 0.23                        

Government incentives available in the Philippines                              

Currently, there are no government incentives to encourage REC        
privatization. However, the government has mandated and is encouraging          
private companies to invest capital and form joint ventures with REC's          
to increase reliability and expand service to its consumers.                    

Philippine Economy                                                              

The United States Department of Commerce has identified the           
Philippines as one of the 10 "big emerging markets." The Philippines            
economy is experiencing its fastest growth since 1989. New monetary             
policies have resulted in two straight years of government surpluses            
and a reduction in foreign debt. The government is committed to                 
eliminating its intervention in private business, and is instituting            
important market reforms, including import and foreign exchange                 
liberalization, privatization, tax reform, and tariff restructuring.            
These reforms are enhancing competition and aiding the development of           
a capital markets industry.                                                     

The Philippines has an abundant English speaking workforce and        
skilled electrical engineers well-versed in U.S. technical standards,           
designs, and concepts.                                                          

Philippine Market Access                                                        

Beginning in 1991, the Philippines government launched several        
important measures to attract foreign investment. The 1991 Foreign              
Investment Act allows foreign equity in Filipino enterprises to exceed          
40 percent as long as the company is not seeking investment incentives.         
A minimum paid-up capital of $200,000 is required for an enterprise to          
be more than 40 percent foreign-owned. Since 1992, the government has           
enacted foreign exchange liberalization and lifted Central Bank                 

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restrictions on peso borrowing for companies more that 40 percent               
foreign-owned. There are no restrictions on repatriation of capital and         
profits. In 1995, the country officially joined the ranks of "Article           
VIII" International Monetary Fund members, indicating it is committed           
to an open and liberal foreign exchange and payments regime. Tariffs            
are being reduced on most industrial goods and the government plans to          
move toward a uniform tariff rate of five percent by 2004.                      

The Philippines is a member of the World Trade Organization (WTO)     
and the Association of Southeast Asian Nations (ASEAN).                         

Philippine Energy Resources                                                     

The Philippine Islands are rich in fossil fuel and renewable          
energy resources, but lacks the financial resources with which to               
develop them. The country relies on oil imports - seven percent of              
total imports - for its energy needs. Currently, oil comprises 50               
percent of installed capacity, hydro 30 percent, geothermal 14 percent,         
and coal 6 percent. The remainder comes from independent power                  
producers under build-operate-transfer arrangements. (The Build-                
Operate-Transfer Law of 1990 permits private power generation).                 

Estimates show energy demand growing by 11.2 percent through 2005,    
necessitating 65,712 MW of additional capacity over the next 30 years.          
New regulations and restructuring of the energy sector is creating an           
environment more conducive to private power development and IPPs are            
expected to play a major role in future market development. The private         
sector could eventually generate up to 60 percent of output.                    

Philippine Electricity                                                          

The Philippines government is focusing on reducing oil imports for    
electricity generation and restructuring the power sector. The                  
reliability of power supply remains a problem for much of the country,          
including Manila. At present, 65 percent of the country is electrified,         
but the Philippine Energy Plan anticipates increasing this rate to 96           
percent by 2000.                                                                

Although its monopoly over power generation ended in 1995, the        
National Power Corporation (NPC), a state-owned utility, controls 79            
percent of installed capacity. NPC sells electric power to private              
utilities, local governments, rural electric cooperatives, and                  
industrial customers. It maintains a monopoly over transmission                 
activities, but distribution is managed by local governments, utilities         
and cooperatives. The Manila Electric Rail and Light Company (MERALCO),         
a private utility, controls over half of the national power                     
distribution market. The Cagayan Electric Power and Light Company               
(CEPALCO) controls power distribution for the Cagayan region in                 
Mindanao. NPC is in the process of privatizing power generation                 
facilities into 14 subsidiaries. The Omnibus Electric Power Industry            
Bill currently under consideration by the Philippines Congress will             
open the power industry to greater competition.                                 

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Major government institutions involved in the Philippines energy      
sector are the National Economic Development Authority (NEDA), the              
Department of Energy (DOE), the Electricity Regulatory Board (ERB), and         
the Philippines National Oil Company-Economic Development Authority.            
The National Electrification Administration (NEA)      oversees         
power distribution and is primarily responsible for executing rural             
electrification programs on an area-coverage basis through 119 rural            
electric cooperatives, 17 privately-owned electric utilities, and eight         
local government-owned electric utilities.     Area coverage basis is           
the principle of providing electricity to the remotest village within           
the electrical cooperative.      NEDA evaluates and approves power and          
energy development projects. The ERB is responsible for tariff-setting.         

Energy Efficiency and Conservation                                              

Chronic power shortages and brownouts since the early 1990s have      
cost the Philippines economy several billion dollars per year. In spite         
of this, energy conservation has not gained wide acceptance and has had         
little impact on significantly reducing energy consumption. This                
situation can be attributed mainly to inadequate energy conservation            
campaigns, energy tariffs that are too low to encourage efficiency, and         
a lack of incentives for promoting efficient energy use.                        

As a result, the Department of Energy has launched a major            
national energy conservation program, including education and training,         
industrial energy audits, technical and financial assistance, and               
promotion of energy efficient technologies. It has also ordered all             
utilities to develop demand-side management plans. The DSM program will         
include approximately 25-50 industrial pilot projects. Additionally,            
MERALCO is working with the U.S. Agency for International Development           
to design a voluntary program targeted at shopping malls with large             
electricity loads in the metro Manila area. Efficiency measures will            
include commercial air conditioning equipment, commercial control               
systems, energy services and energy consulting, high-efficiency motors          
and compressors, and cogeneration systems and design services.                  

Bahamian Government Regulation                                                  

The International Business Companies Act, 1989, as amended is the     
main body of law governing international business companies in the              
Bahamas, such as the Company.  The foregoing legislation covers matters         
such as directors' duties and responsibilities, preparation of                  
accounts, auditor control, issue and transfer of shares, control of             
shareholders; meetings, rights of minority interest, amendments to              
capital structure, preparation and filing of public documents.                  

The Securities Industry Act, 1999, governs the offer or sale of       
securities in the Commonwealth of The Bahamas.  Pursuant to Section 62          
of the Securities Industry Act, 1999 of the Commonwealth of The                 
Bahamas, the Company is deemed a "private company" as it has limited            
its beneficial ownership base to no more than 50 persons and has                
prohibited the offer of its shares to the public for subscriptions.             

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Management and Employees                                                        

The Company is a development stage company and currently has no       
employees other than its Officers and Directors.  The Company intends           
to hire additional employees as needed.  The Company intends to require         
all of its officers, directors and other key employees to enter into            
non-competition agreements with terms of eighteen months to three years         
after termination of employment with the Company.  There can be no              
assurance, however, that these agreements will provide meaningful               
protection for the Company's proprietary know-how or technology or              
adequate remedies in case of breach.  No employment contracts have              
beenexecuted by Mr. Atkinson, Mr. Riser, Mr. Darville or Ms. Green and          
there is not assurance that said persons will ever enter into                   
employment agreements wit the Company.                                          

Company's Offices                                                               

The Company's offices are located at Brigadon House, P. O. Box        
EE17736, Nassau, Commonwealth of The Bahamas, and the telephone number          
is 242-324-3555.  The Company leases its office space from ESI.                 

Risk Factors Associated with the Company                                        

1.  Company No History of Earnings.  The Company has no operating     
history and is subject to all of the risks inherent in a developing             
business enterprise including lack of cash flow and service acceptance.         

2.  Development and Market Acceptance of Services.  The Company's     
success and growth will depend upon the Company's ability to acquire            
rural electric companies and market its services.  The Company's                
success will depend in part upon the market's acceptance of, and the            
Company's ability to deliver and support its electric services.                 

3.  Liquidity; Need for Additional Financing.  The Company            
believes that it does not have the cash it needs for at least the next          
twelve months based upon its internally prepared budget.  Further, the          
Company's cash requirements are not easily predictable and there is a           
possibility that its budget estimates will prove to be inaccurate.  If          
the Company is unable to generate a positive cash flow, it will be              
required to curtail operations substantially and seek additional                
capital.  There is no assurance that the Company will be able to obtain         
additional capital if required, or if capital is available, to obtain           
it on terms favorable to the Company.  The Company may suffer from a            
lack of liquidity in the future which could impair its short-term               
marketing and sales efforts and adversely affect its results of                 
operations.                                                                     

4.  Foreign Operations Risks.  The Company's principal business       
operations will be located on the Philippine Islands.  The Company will         
be subject to Philippine taxation, business licensing and other areas           
may be different from those typically encountered in the United States          
or Bahamas.   Although management intends to ensure that all                    

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agreements, permits, licenses and/or regulatory approvals are                   
adequately addressed and followed, there can be no assurance that the           
regulatory climate in the future in Philippines will not change in a            
materially negative way for the Company.                                        

5.  Competition.  Most of the Company's competitors have              
substantially greater financial, technical and marketing resources than         
the Company.  In addition, the Company's services compete indirectly            
with all other forms of energy delivery.                                        

6.   Reliance Upon Directors and Officers.  The Company is wholly     
dependent, at the present, upon the personal efforts and abilities of           
its Officers and Directors, who exercise control over the day to day            
affairs of the Company.     The loss of one or more of the Company's            
directors and officers could have an adverse affect upon the Company's          
operations.                                                                     

7.  Issuance of Additional Shares.  The Company is authorized to      
issue 100,000,000 ordinary shares.  3,000,000 ordinary shares are               
currently issued and outstanding.  97,000,000 or 97% of the 100,000,000         
ordinary shares are unissued.  The Board of Directors has the power to          
issue such shares.  Although the Company presently has no commitments           
or contracts to issue any additional shares to other persons.  The              
Company may in the future attempt to issue shares to acquire products,          
equipment or properties, or for other corporate purposes.  Any                  
additional issuance by the Company, from its authorized but unissued            
shares, would have the effect of diluting the interest of existing              
shareholders.                                                                   

8.  Indemnification of Officers and Directors for Securities          
Liabilities.  The laws of the Commonwealth of The Bahamas provides that         
the Company could indemnify any Director, Officer, agent and/or                 
employee as to those liabilities and on those terms and conditions as           
are specified in the International Business Companies Act, as amended,          
of the Commonwealth of The Bahamas. Further, the Company may purchase           
and maintain insurance on behalf of any such persons whether or not the         
corporation would have the power to indemnify such person against the           
liability insured against.  The foregoing could result in substantial           
expenditures by the Company and prevent any recovery from such                  
Officers, Directors, agents and employees for losses incurred by the            
Company as a result of their actions.  Further, the Company has been            
advised that in the opinion of the Securities and Exchange Commission,          
indemnification is against public policy as expressed in the Securities         
Act of 1933, as amended, and is, therefore, unenforceable.                      

9.  Cumulative Voting, Preemptive Rights and Control.  There are      
no preemptive rights in connection with the Company's Common Stock.             
Shareholders may be further diluted in their percentage ownership of            
the Company in the event additional shares are issued by the Company in         
the future.  Cumulative voting in the election of Directors is not              
provided for.  Accordingly, the holders of a majority of the shares of          
Common Stock, present in person or by proxy, will be able to elect all          
of the Company's Board of Directors.                                            

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10.  No Dividends Anticipated.  At the present time the Company       
does not anticipate paying dividends, cash or otherwise, on its Common          
Stock in the foreseeable future.  Future dividends will depend on               
earnings, if any, of the Company, its financial requirements and other          
factors.     An investor should not acquire shares of the Company's             
common stock if he is relying upon the payment of dividends in the              
future.                                                                         

ITEM 2.   DESCRIPTION OF PROPERTY.                                              

Currently the Company does not own any property.  The Company's       
offices are located at Brigadoon House, P. O. Box EE17736, Nassau,              
Bahamas  The Company leases the foregoing offices from ESI owned and            
controlled by David Atkinson, the Company's President, pursuant to the          
terms of a written lease agreement.  The term of the lease is monthly           
with monthly rental payments of $2,500 per month.  The term of the              
lease is from month-to-month.                                                   

ITEM 3.   LEGAL PROCEEDINGS.                                                    

The Company is not a party to any litigation and to its knowledge,    
no action, suit or proceedings against it has been threatened by any            
person.                                                                         

ITEM 4.   CONTROL OF REGISTRANT.                                                

Principal Shareholders                                                          

The Company's is not owned or controlled, directly or indirectly,     
by another corporation or by any foreign government and there are no            
agreements in place which could result in a change of control of the            
Company.                                                                        

The following table sets forth the Ordinary Share ownership of        
each person known by the Company to be the beneficial owner of five             
percent or more of the Company's Ordinary Shares, each director                 
individually and all officers and directors of the Company as a group.          
Each person has sole voting and investment power with respect to the            
shares of Ordinary Shares shown, and all ownership is of record and             
beneficial.                                                                     

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Name and address    Number of                               Percent             
of owner            Shares    Position                      of Class            

David E. Atkinson     750,000 President, Chief Executive    25.00%              
#17 Eastern Road              Officer and Chairman                              
Nassau, Bahamas                                                                 

Robert C. Darville          0 Secretary, Treasurer           0.00%              
#10 Seafan Drive              Chief Financial Officer and                       
Sea Breeze Estates            Director                                          
Nassau, Bahamas                                                                 

Joanta H. Green        50,000 Director                       1.67%              
338 Sausalito Blvd.                                                             
Sausalito, CA 94965                                                             

Mark Riser            150,000 Vice President                 5.00%              
51 Longview Drive                                                               
Rkidgefield, CT 06877                                                           

All officers and      950,000                               31.67%              
directors as a Group                                                            
(4 Persons)                                                                     

ITEM 5.   NATURE OF TRADING MARKET.                                             

No market exists for the Company's securities and there is no         
assurance that a regular trading market will develop, or if developed,          
that it will be sustainable.  A shareholder in all likelihood,                  
therefore, will be unable to resell the securities referred to herein           
should he or she desire to do so.  Furthermore, it is unlikely that a           
lending institution will accept the Company's securities as pledged             
collateral for loans unless a regular trading market develops.                  

There are no plans, proposals, arrangements or understandings with    
any person with regard to the development of a trading market in any of         
the Company's securities.  On January 4, 1999, the NASD amended its             
rules regarding listing of securities for trading on the Bulletin Board         
which it operates.  Effective January 4, 1999, securities of                    
corporations will not be listed for trading on the Bulletin Board               
unless the corporation files reports pursuant to Section 13 or 15(d) of         
the Securities Exchange Act of 1934.  Accordingly, the Company's common         
stock will not be listed for trading on the Bulletin Board until such           
time as this registration statement is declared effective by operation          
of law and the Company has satisfied all outstanding comments issued by         
the Securities and Exchange Commission.                                         

As of August 1, 2000, the Company had 42 holders of record of its     
Ordinary Shares.  Currently, there are two U.S. shareholders of the             
Company's Ordinary Shares.                                                      

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The Company has not paid any dividends since it is inception and      
does not anticipate paying any dividends on its Ordinary Shares in the          
foreseeable future.                                                             

ITEM 6.   EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING                     
SECURITY HOLDERS.                                           

There are no exchange controls or other limitations which affect      
security holders other than the shares of common stock issued to Mr.            
Riser and Ms. Green are "restricted securities" as that term is defined         
in Reg. 144 of the Securities Act of 1933 (the "Act") and may only be           
resold in compliance with Reg. 144 of the Act.                                  

In general, under Reg. 144, an affiliate of the Company (officers,    
directors, and owners of more than ten percent (10%) of the outstanding         
shares of Common Stock are affiliates of the Company) may sell in               
ordinary market transactions through a broker or with a market maker,           
within any three (3) month period a number of shares which does not             
exceed the greater of one percent (1%) of the number of outstanding             
shares of Common Stock or the average of the weekly trading volume of           
the Common Stock during the four calendar weeks prior to such sale.             
Sales under Reg. 144 require the filing of Form 144 with the Securities         
and Exchange Commission.  If the shares of Common Stock have been held          
for more than two (2) years by a person who is not an affiliate, there          
is no limitation on the manner of sale or the volume of shares that may         
be sold and no Form 144 is required.  Sales under Reg. 144 may have a           
depressive effect on the market price of the Company's Common Stock.            

ITEM 7.   TAXATION.                                                             

The following discussion summarizes     material      US federal      
and Bahamian tax consequences of the ownership of Shares by a person            
("US Portfolio Stockholder") that: (i) is a citizen or resident of the          
US, a US corporation or that otherwise will be subject to US federal            
income tax on a net income basis in respect of the Shares; (ii) is not          
deemed a resident of Commonwealth of The Bahamas for exchange control           
purposes by the Central Bank of the Commonwealth of The Bahamas; (iii)          
has not, within the preceding five years, beneficially owned 10% of the         
issued capital or voting stock in the Company; and, (iv) has not used           
the Shares in carrying on a trade or business, wholly or partly through         
a permanent establishment in Commonwealth of The Bahamas.                       

The statements regarding US and Bahamian tax laws set forth herein    
are based on those laws as in force on the date of this document that           
may affect the tax consequence described herein (some of which may have         
retroactive effect).  This summary is not exhaustive of all possible            
tax consideration and investors are advised to satisfy themselves as to         
the overall tax consequences, including specifically the consequences           
under state, local and other laws, of the acquisition, ownership and            
disposition of Shares by consulting their own tax advisers.                     

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Taxation of Gains on Sale                                                       

A US Portfolio Stockholder is not subject to Bahamian income tax      
on the sale of its Ordinary Shares in the Company.                              

Passive Foreign Investment Company Status                                       

A foreign corporation is classified as a passive foreign              
investment company (a "PFIC") in any taxable year in which, after               
taking into account the income and assets of certain subsidiaries               
pursuant to the applicable US Internal Revenue Code "look-through"              
rules, either (i) at least 75% of its gross income is passive income,           
or (ii) at least 50% of the average value of its assets is attributable         
to assets that produce passive income from cash holdings and profits            
from the sale of marketable securities, even if derived from an active          
business.                                                                       

If the Company were a PFIC during any year in which a US Portfolio    
Stockholder owned Shares, that US Portfolio Stockholder would be                
subject to additional taxes on any gain realized from the sale or any           
other disposition of the Shares, or any excess distribution received            
from the Company.                                                               

A US Portfolio Stockholder will have an excess distribution to the    
extent that distributions on Shares during a taxable year exceeded 125%         
of the average amount received during the three preceding taxable years         
(or, if shorter, the US Portfolio Stockholders' holding period for the          
Shares).  To compute the tax on gain or on an excess distribution, (i)          
the excess distribution or the gain is allocated ratably over the US            
Portfolio Stockholder's holding period for the Shares, (ii) the amount          
allocated to the current taxable year at the highest applicable                 
marginal rate in effect for each year and an interest charge is imposed         
to recover the deemed benefit from the deferred payment of the tax              
attributable to each year.                                                      

If the Company is a PFIC, US persons that own an interest in          
another entity that owns shares in the Company may be treated as                
indirect holders of their proportionate share of that entity's Shares,          
and may be taxed on their proportional     amount      of any gain or           
excess distribution from that entity attributable to the entity's               
Shares      in the Company.  A US person that owns an interest in the           
entity that is an actual holder of Shares will be treated as an                 
indirect holder if (i) the actual holder is itself a PFIC, (ii) the             
actual holder is a foreign corporation other than a PFIC in which the           
US person who owns an interest in the actual holder owns (directly or           
indirectly) at least 50% in value of the actual holder's shares, or             
(iii) the actual holder is a partnership, trust or estate in which the          
US Portfolio Stockholder is a partner or beneficiary.  An indirect              
holder must take into income its portion of any excess distribution             
received by the actual holder or any gain recognized by the actual              
holder on the Shares.  An indirect holder also must treat an                    
appropriate portion of its gain on the sale of its interest in the              
actual holder as gain on the sale of the Shares.  If the Company were           

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a PFIC, a US Portfolio Stockholder of Shares would generally be subject         
to similar rules with respect to distribution by, and dispositions of           
the shares of, any direct or indirect subsidiaries of the Company that          
were PFICs.                                                                     

The Internal Revenue Code provides each US stockholder in an PFIC     
with an election whereby the additional US tax burden imposed on gain           
on sale of PFIC stock and receipt of excess distributions from a PFIC,          
as described above, can be avoided.  This election generally requires           
that the PFIC stockholder include in its income, its pro-rata share of          
the PFIC's distributed and undistributed income, as computed under US           
tax accounting principles, on an current basis.  In certain cases, a            
further election is available to an electing PFIC stockholder to defer          
the tax payable with respect to the stockholder's pro-rata share of the         
PFIC's undistributed income, although in this case interest applies on          
the deferred tax.  Thus, even if the first or both of these elections           
are made, a US stockholder of a PFIC loses the tax benefit, which is            
available with respect to investment in a non-PFIC corporation, of              
deferring and converting to capital gain the investor's personal US tax         
liability with respect to the Company's undistributed income.  These            
elections also generally require that the PFIC annually provide the             
electing PFIC shareholder, for inspecting by the Internal Revenue               
Service, an analysis of the PFIC's income computed under US tax                 
accounting principals.  The Company does not intend to furnish any US           
Portfolio Stockholder with the information that it would need in order          
to avoid the PFIC tax treatment described by electing to include its            
share of the Company's income on a current basis.     Therefore, these          
elections will not be available to the Company's US Portfolio         
Stockholders.                                                                   

There are other adverse US tax rules associated with holding          
Shares in a company that has been a PFIC during any part of a US                
Portfolio Stockholder's holding period.  These include a denial of a            
step-up in a tax basis on the death of a US individual stockholder, and         
burdensome reporting requirements.                                              

If the Company ceases to be a PFIC, a US Portfolio Stockholder may    
avoid the  application of the tax treatment described above by electing         
to be treated as if it sold its Shares on the last day of the last              
taxable year in which the Company was a PFIC.  Any gain is recognized           
and subjected to tax under the rules described above.  Loss is not              
recognized.  The US Portfolio Stockholder's basis in the Shares is              
increased by the amount of gain recognized on the deemed sale.  This            
election is not available to a US Portfolio Stockholder that previously         
elected to include its share of the Company's income on a current               
basis.  The US Congress recently has considered legislation that would          
alter the PFIC rules substantially.  Prospective investors should               
consult their own tax advisors as to the potential application of the           
PFIC rules, as well as, the impact of any proposed legislation that             
could affect them.                                                              

The Company has generated sufficient income and assets during         
1999 and 2000      not to be deemed a PFIC.                                     

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Taxation of Dividends.                                                          

The Company does not expect to pay cash dividends for the             
foreseeable future, but, rather, to retain earnings to finance                  
expansion of the business.  Should the Company begin paying dividends,          
however, the Company's dividends to its US Portfolio Stockholders would         
be exempt from Bahamian tax.  The overall limitation on non-US taxes            
eligible for US credit is calculated separately with respect to                 
specific classes, or "baskets" of income.  For this purpose, dividends          
distributed by the Company will generally constitute "passive income"           
or, in the case of certain US Portfolio Stockholder, "financial service         
income."     The US tax credits allowable cannot exceed the US federal          
income tax payable.      The consequences of the separate limitation            
calculation will depend on the nature and sources of each US Portfolio          
Stockholder's income and the deductions allocable thereto.                      

Distributions on the Shares will constitute dividends for US          
Federal income tax purposes to the extent paid out of current or                
accumulated earnings and profits of the Company, as determined for US           
federal income tax purposes.  If the Company pays a dividend, such              
dividend would likely be paid in U.S. dollars.  The amount of dividend          
income for a US Portfolio Stockholder will be the US dollar value of            
the dividend income for a US Portfolio Stockholder will be the US               
dollar value of the dividend payment on the date of receipt, even if            
the dividend is not converted into US dollars.  Dividends paid by the           
Company will not be eligible for the "inter-corporate dividends                 
received" deduction allowed to US corporations.                                 

Estate and Gift Tax                                                             

The Commonwealth of The Bahamas does not impose any estate,           
inheritance or gift taxes.  Therefore, no Bahamian estate tax,                  
inheritance tax or gift tax will be imposed on the death or upon a              
lifetime gift by, a US Portfolio Stockholder.                                   

ITEM 8.   SELECTED FINANCIAL DATA.                                              

Selected Consolidated Financial Data                                            

The selected historical data presented below has been derived from    
the financial statements of the Company, which financial statements             
have been examined by Ronald Atkinson & Co., Chartered Accountants for          
the Company and are included elsewhere herein for the fiscal years              
ended December 31, 1998 and 1999.                                               

The financial statements are presented in U.S. dollars and have       
been prepared in accordance with U.S. GAAP.                                     

The following table summarized certain financial information and      
should be read in conjunction with "Management's Discussion and                 
Analysis of Financial Condition and Results of Operations."  The                
Company has not declared a dividend during each of the fiscal years             
ended December 31, 1998, or 1999.  There were no fluctuations in                

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revenues and net income (loss) between the fiscal years stated in the           
table below since the Company was inoperative.  Please refer to Item 9.         
Management's Discussion and Analysis of Financial Condition and Results         
of Operations - Results of Operations.  For the reasons set forth               
herein the information shown below may not be indicative of the                 
Company's future results of operation.                                          

Statement of Loss and Accumulate Deficit Data:                                  

   In US Dollars

             1997      1998     1999

Income Statement Data:                                                          
Total revenue                      0         0               0                  
Interest expense                   0         0               0                  
Net income (loss)                  0         0         (60,664)                 

Net income (loss) per                                                           
ordinary share (dollars)          0         0         (  0.22)                
Balance Sheet Data:                                                             
Total assets                       0     5,000         112,480                  
Net working capital                                                             
(deficit)                         0         0         (60,664)                
Shareholders' equity               0     5,000         150,000                  

All amounts are calculated in accordance with U.S. GAAP.                        

ITEM 9.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION           
AND RESULTS OF OPERATIONS.                                  

The Company has inadequate cash to maintain operations during the     
next twelve months.  In order to meet its cash requirements the Company         
will have to raise additional capital through the sale of securities or         
loans.  As of the date hereof, the Company has not made sales of                
additional securities and there is no assurance that it will be able to         
raise additional capital through the sale of securities in the future.          
Further, the Company has not initiated any negotiations for loans to            
the Company and there is no assurance that the Company will be able to          
raise additional capital in the future through loans.  In the event             
that the Company is unable to raise additional capital, it may have to          
suspend or cease operations.     The Company has no plans for other             
types of activities during the next twelve months.                              

The Company does not intend to conduct any research or development    
of its services during the next twelve months other than as described           
herein.                                                                         

The Company does not intend to purchase a plant or significant        
equipment, however, the Company does intend to acquire an interest in           
other corporations that do own substantial assets.                              

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The Company will hire employees on an as needed basis, however,       
the Company does not expect any significant changes in the number of            
employees.                                                                      

The Company hopes that it will initiate operations and thereby
earn revenues in the second  quarter of 2001.       There is no                 
assurance, however, that the Company will earn said revenues as                 
planned.                                                                        

Inflationary and Other Economic Pressures                                       

The Company is not currently generating revenues from sale of         
electricity.  Future revenues in this segment are governed primarily by         
worldwide commodity pricing.  No immediate effect in respect to                 
inflation and changes on prices is realized.  However inflationary              
pressures effect the Company's development expenditure.  The directors          
estimation of inflation is considered in regards to the general state           
of the world economy of the Philippines in particular.  This exposure           
to inflationary pressure is dependent on the mix of goods and services          
provided to the Company by suppliers, source internally in Philippines          
and externally.  At this stage the Company is unable to quantify the            
mix of inflationary pressures from different sources that will affect           
the supply of goods and services to the Company.                                

Government Policies                                                             

The Company has considered the     issue      of political risk in    
the Philippines in which the Company is acquiring assets and will               
continue to do so as a matter of normal business practice.  The                 
Company's expects the initial energy acquisitions will be located in            
the Philippine Islands and there has been a long established energy             
industry, with significant elements of foreign capital investments and          
no history of expropriation.                                                    

The Philippine Islands is a separate national state and like many     
other national states regulates controls and taxes activities conducted         
by residents and non-residents in the county and the flow of investment         
into the country and the return of capital out of the country.  All of          
these controls and regulations are subject to change from time to time.         
Some of the interests of the Company are subject to the laws of the             
Philippine Islands.  These contracts are subject to controls and                
regulations by the contracting parties and by the government of the             
Philippine Islands.  These factors, in addition to the usual risks and          
the economic and political stability of the host country, Philippine            
Islands must all be taken into account in relation to the Company's             
operations in the Philippine Islands.                                           

Other than the effect of the Philippine Islands Economic Fiscal       
Monetary or Political Policies or Factors upon the operations of the            
Company these policies or factors do not affect investments by United           
States Nationals in Ordinary Shares of the Company.                             

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ITEM 10.  DIRECTORS AND OFFICERS OF REGISTRANT.                                 

Officers and Directors                                                          

The officers and directors of the Company are as follows:             

Name                     Age       Position                                     

David E. Atkinson        32        Chairman, President, Chief                   
                    Executive Officer and Director

Robert C. Darville       39        Secretary, Treasurer, Chief                  
                    Financial Officer and Director

Joanta H. Green          40        Director                                     

Mark Riser               37        Vice President                               

All directors hold office until the next annual meeting of            
shareholders and until their successors have been elected and                   
qualified.  The Company's officers are elected by the Board of                  
Directors at the annual meeting after each annual meeting of the                
Company's shareholders and hold office until their death, or until they         
resign or have been removed from office.                                        

David E. Atkinson, President, Chief Executive Officer and a member of           
the Board of Directors.                                                         

Since September 8, 1995, Mr. Atkinson has been President, Chief       
Executive Officer and a member of the Board of Directors of the                 
Company.  From 1988 to 1995, Mr. Atkinson was the President of                  
Electrical Systems Inc.  Electrical Systems Inc. was engaged in                 
designing, financing, owning, operating and constructing power                  
facilities in Canada.  Since 1995, Mr. Atkinson has been the President          
and Chief Executive Officer of ESI E&C Inc. which is located in Nassau,         
Bahamas.  ESI E&C is a global designer and constructor of medium sized          
water, power and infrastructure projects in developing countries.               
Since July 26, 2000, Mr. Atkinson has been the Chief Executive Officer          
and director of Bargold Resources Ltd.  Bargold is engaged in the               
business of oil and gas exploration and mining.                                 

Robert C. Darville - Secretary, Treasurer, Chief Financial Officer and          
Member of the Board of Directors.                                               

Since December 9, 1999, Mr. Darville has been Secretary,              
Treasurer, Chief Financial Officer and a member of the Board of                 
Directors.  Since 1991, Mr. Darville has been President and Chief               
Executive Officer of Darville Packaging Ltd. which is located in                
Nassau, Bahamas.  Darville Packaging is engaged in the business of              
custom printing of paper and plastic bags, boxes, labels, promotional           
items, computer forms, giftware and industrial packaging supplies.              

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Joanta H. Green - Member of the Board of Directors                              

Since December 9, 1999, Ms. Green has been a member of the Board      
of Directors.  Since September 1995, Ms. Green has operated J.H. Green          
Enterprises, as a sole proprietorship.  J.H. Green Enterprises is               
located in Sausalito, California and is engaged in the business of              
energy consulting and provides institutional training, project and              
proposal development, evaluation and implementation, business                   
development assistance and market studies.  She is an electrical                
engineer with a background in energy generation, and the rational use           
of energy for the commercial, industrial and residential sectors. She           
has undertaken projects including planning, design, procurement,                
installation, operation and financing. She has authored and been a              
contributing author to several books and papers on electrical power             
industry outlook, renewable energy systems, the rational use of energy,         
energy sector restructuring and development, and energy markets, all of         
which on both domestic and international issues.  She has managed and           
participated in energy projects in the Philippines, Indonesia,                  
Malaysia, Vietnam, Thailand, Kenya, Brazil, Germany, Austria, the U.K.,         
and the United States.                                                          

Mark Riser - Vice President                                                     

Since December 9, 1999, Mr. Riser has been Vice President of the      
Company.  From 1996 to 1999, Mr. Riser was the Mergers and Acquisitions         
Manager for Trigen Energy Corporation, a subsidiary of Suez Lyonnaise           
des Seaux.  Trigen Energy Corporation is the leading thermal science            
company in North America, Trigen develops, owns and operates commercial         
and industrial energy systems.  From 1995 to 1996, Mr. Riser was                
Portfolio Manager of International Paper Company.  From 1994 to 1995,           
Mr. Riser was Senior Financial Analyst for Capital Budgets of Memphis           
Tennessee.  Mr. Riser holds the degree of Masters of Business                   
Administration from the University of Virginia.                                 

ITEM 11.  COMPENSATION OF DIRECTORS AND OFFICERS.                               

Summary Compensation.                                                           

The following table sets forth the compensation paid by the           
Company from inception through September 30, 1999, for each officer and         
director of the Company.  This information includes the dollar value of         
base salaries, bonus awards and number of stock options granted, and            
certain other compensation, if any.                                             

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SUMMARY COMPENSATION TABLE                                                      
                          Long-Term Compensation
                 Annual Compensation           Awards              Payouts
      Securities
Names                         Other   Under    Restricted         Other         
Executive                     Annual  Options/ Shares or          Annual        
Officer and                   Compen- SARs     Restricted LTIP    Compen-       
Principal  Year  Salary Bonus sation  Granted  Share      Payouts sation        
Position   Ended (US$)  (US$) (US$)   (#)      Units(US$) (US$)   (US$)         

David E.   1999  30,000 0     0       0        0          0       0             
Atkinson  1998       0 0     0       0        0          0       0            
President  1997       0 0     0       0        0          0       0             

Robert C.  1999       0 0     0       0        0          0       0             
Darville  1998       0 0     0       0        0          0       0            
Secretary  1997       0 0     0       0        0          0       0             

Joanta H.  1999       0 0     0       0        0          0       0             
Green     1998       0 0     0       0        0          0       0            
Director   1997       0 0     0       0        0          0       0             

Mark Riser 1999       0 0     0       0        0          0       0             
Vice      1998       0 0     0       0        0          0       0            
President 1997       0 0     0       0        0          0       0            

The Company anticipates paying the following salaries in 2000,        
subject to the Company beginning profitable operations and generating           
sufficient revenues to pay the same:                                            

David E. Atkinson        President                2000      $10,000             
Robert C. Darville       Secretary & Treasurer    2000      $     0             
Mark Riser               Vice President           2000      $     0             

The Company has adopted a non-qualified incentive stock option        
plan, however, no options have granted as of the date hereof.  There            
are no other stock option plans, retirement, pension, or profit sharing         
plans for the benefit of the Company's officers and directors other             
than as described herein.                                                       

Stock Option Plans and Long-Term Incentive Plan Awards.                         

The Company does not have any stock option plans or long-term         
incentive plans that provide compensation intended to serve as                  
incentive for performance.                                                      

Compensation of Directors.                                                      

Directors do not receive any compensation for serving as members      
of the Board of Directors.   The Board has not implemented a plan to            
award options to any Directors.  There are no contractual arrangements          
with any member of the Board of Directors.                                      

ITEM 12.  OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR                     
SUBSIDIARIES.                                                                   

None.                                                                 

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ITEM 13.  INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS.                       

In December 1999 the Company issued 950,000 ordinary shares to the    
Company's officers and directors in consideration of $47,500.                   

On December 13, 1997, the Company entered into a letter of intent     
with ESI to acquire a 90% interest in a partnership to be formed by ESI         
and Cotabato.  ESI is entirely owned and controlled by David Atkinson,          
the Company's President.  The partnership to be formed will consist of          
ESI and Cotabato.  ESI will own 90% of the partnership and Cotabato             
will own 10% of the partnership.  The partnership     will be formed            
for the purpose of designing, building, owing and operating the       
Kabacan 8MW mini-hydro project.  As of the date hereof, the partnership         
has not been formed and there is no assurance the partnership will be           
formed in the future.  Further, the Kabacan mini-hydro project has not          
been initiated and there is no assurance such project will ever be              
initiated.                                                                      

There are no additional interests of management in transactions       
involving the Company except for those stated in Item 17 - Notes to the         
Financial Statements.                                                           

ITEM 14.  DESCRIPTION OF SECURITIES TO BE REGISTERED.                           

Ordinary Shares                                                                 

The authorized Ordinary Shares of the Company consists of             
100,000,000 Ordinary Shares.  All shares have equal voting rights and           
are not assessable.  Voting rights are not cumulative and, therefore,           
the holders of more than 50% of the Ordinary Shares could, if they              
chose to do so, elect all of the directors of the Company.                      

Upon liquidation, dissolution or winding up of the Company, the       
assets of the Company, after the payment of liabilities, will be                
distributed pro rata to the holders of the Ordinary Shares.  The                
holders of the Ordinary Shares do not have preemptive rights to                 
subscribe for any securities of the Company and have no right to                
require the Company to redeem or purchase their shares.  The Ordinary           
Shares presently outstanding are fully paid and nonassessable.                  

Dividends                                                                       

Holders of the Ordinary Shares are entitled to share equally in       
dividends when, as and if declared by the Board of Directors of the             
Company, out of funds legally available therefore.  No dividend has             
been paid on the Ordinary Shares since inception, and none is                   
contemplated in the foreseeable future.                                         

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Transfer Agent                                                                  

Pacific Stock Transfer Company                                        
5844 Pecos Road                                                       
Suite D                                                               
Las Vegas, Nevada 89193                                               
Tel: (702) 361-3033                                                   

PART III            

ITEM 15.  DEFAULTS UPON SENIOR SECURITIES.                                      

None.                                                                 

ITEM 16.  CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR REGISTERED          
SECURITIES.                                                 

None.                                                                 

PART IV             

ITEM 17.  FINANCIAL STATEMENTS.                                                 

CONTENTS                                                                        
                                  Page

INDEPENDENT AUDITORS' REPORT                           F-1                      

FINANCIAL STATEMENTS                                                            
Balance Sheet                                     F-2                 
Statements of Operations                          F-3                 
Statement of Changes in Stockholders' Equity      F-4                 
Statements of Cash Flows                          F-5                 
Notes to Financial Statements                     F-6 - F-8           

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INDEPENDENT AUDITORS' REPORT                                                    

To the Stockholders                                                             
Irutil Co., Inc.                                                                
Nassau, Bahamas                                                                 

We have audited the accompanying balance sheet of Irutil Co., Inc. (a           
development stage company) at 31st December 1999 and the related                
statements of operations, changes in stockholders' equity and cash              
flows for the year ended 31st December 1999 and for the period from             
inception (8th September 1995) to 31st December 1999.  These financial          
statements are the responsibility of the Company's management.  Our             
responsibility is to express an opinion on these financial statements           
based on our audits.                                                            

We conducted our audits in accordance with auditing standards generally         
accepted in the United States of America.  Those standards require that         
we plan and perform an audit to obtain reasonable assurance about               
whether the financial statements are free of material misstatement. An          
audit includes examining, on a test basis, evidence supporting the              
amounts and disclosures in the financial statements.  An audit also             
includes assessing the accounting principles used and significant               
estimates made by management, as well as evaluating the overall                 
financial statement presentation.  We believe that our audits provide           
a reasonable basis for our opinion.                                             

In our opinion, these financial statements present fairly, in all               
material respects, the financial position of the Company at 31st                
December 1999 and the results of its operations and its cash flows for          
the year ended 31st December 1999 and for the period from inception             
(8th September 1995) to 31st December 1999, in conformity with                  
accounting principles generally accepted in the United States of                
America.                                                                        

The accompanying financial statements have been prepared assuming that          
the Company will continue as a going concern.  As discussed in Note 5           
to the financial statements, the Company has sustained operating losses         
and negative cash flows from operations since inception.  In the                
absence of achieving profitable operations and positive cash flows from         
operations or obtaining debt or equity financing, the Company may have          
difficulty meeting current obligations.  These conditions raise                 
substantial doubt about the Company's ability to continue as a going            
concern.  The financial statements do not include any adjustments that          
might result from the outcome of these uncertainties.                           

               /s/ Ronald Atkinson & Co.
           CHARTERED ACCOUNTANTS

Nassau, Bahamas                                                                 
5th June 2000                                                                   

F-1             

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IRUTIL CO., INC.                                                                
(INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS)                
(A DEVELOPMENT STAGE COMPANY)                                                   
BALANCE SHEET AS AT                                                             
31ST DECEMBER 1999                                                              

ASSETS                                                                          

CURRENT ASSETS                                                                  
Cash                                             $ 112,480                    
                             =========
LIABILITIES AND STOCKHOLDERS' EQUITY                                            

CURRENT LIABILITIES                                                             
Accounts payable                                 $   1,500                    
Due to stockholder                                  21,644                    
                             ---------
Total current liabilities                       23,144                

STOCKHOLDERS' EQUITY                                                            
Common stock, par value $0.05; 100,000,000                                    
shares authorized; 3,000,000 shares issued                                  
and outstanding                                   150,000                   
Deficit accumulated during the                                                
development stage                                 (60,664)                  
                             ---------
Total stockholders' equity                      89,336                
                             ---------

                             $ 112,480
                             =========

See accompanying notes            

F-2             

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IRUTIL CO., INC.                                                                
(A DEVELOPMENT STAGE COMPANY)                                                   
STATEMENTS OF OPERATIONS FOR THE                                                
YEAR ENDED 31ST DECEMBER 1999 AND FOR THE PERIOD FROM                           
INCEPTION (8TH SEPTEMBER 1995) TO 31ST DECEMBER 1999                            

                                         Period from Inception
                         Year Ended     (8th September 1995)
                     31st           to 31st December
         December 1999  1999

REVENUES                           $      -       $      -                      
              ---------      ---------
OPERATING EXPENSES                                                              
Bank charges                             20             20                    
Officer's salary                     30,000         30,000                    
Professional fees                    23,144         23,144                    
Rent                                  7,500          7,500                    
              ---------      ---------
NET LOSS                           $  60,664      $  60,664                     
              =========      =========
WEIGHTED AVERAGE NUMBER                                                         
OF SHARES OUTSTANDING               274,795        140,508                    
              =========      =========
NET LOSS PER SHARE                 $   (0.22)     $   (0.43)                    
              =========      =========

See accompanying notes.             

F-3             

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IRUTIL CO., INC.                                                                
(A DEVELOPMENT STAGE COMPANY)                                                   
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY                                    
FOR THE PERIOD FROM INCEPTION (8TH SEPTEMBER 1995) TO 31ST DECEMBER             
1999                                                                            

                          Common Stock
                       par value
                             $.05 per share;
                         100,000,000
                                           authorized  Accumulated Total
                                            3,000,000   During the  Stock-
                                              issued and  Development holders'
                Dated               Shares  outstanding Stage       Equity

Issuance of common                                                              
stock for cash at                                                             
$0.05 per share   8th September 95    100,000 $   5,000   $     -  $    5,000 

Issuance of common                                                              
stock for cash at                                                             
$0.05 per share   12th December 99  2,900,000   145,000         -     145,000 

Net loss from                                                                   
inception (8th                                                                
September 1995)                                                               
to 31st December                                                              
1999                       -               -         -     (60,664)   (60,664)
                                   --------- ---------   --------  ---------
                                   3,000,000 $ 150,000   $(60,664) $  89,336
                                   ========= =========   ========  =========

See accompanying notes            

F-4             

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IRUTIL CO., INC.                                                                
(A DEVELOPMENT STAGE COMPANY)                                                   
STATEMENTS OF CASH FLOWS FOR THE                                                
YEAR ENDED 31ST DECEMBER 1999 AND FOR THE PERIOD FROM                           
INCEPTION (8TH SEPTEMBER 1995) TO 31ST DECEMBER 1999                            

                                         Period from Inception
                         Year Ended     (8th September 1995)
                     31st           to 31st December
         December 1999  1999

CASH FLOWS FROM OPERATING ACTIVITIES:                                           
Net loss                          $ (60,664)     $ (60,664)                   
              ---------      ---------
Adjustments to reconcile net loss                                             
to net cash used in operating                                               
activities:                                                                 
Accounts payable                     1,500          1,500                   
              ---------      ---------
Total adjustments                 1,500          1,500                
              ---------      ---------
Net cash used in                                                      
operating activities           (59,164)       (59,164)              
              ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES:                                           
Proceeds from issuance of                                                     
common stock                       150,000        150,000                   
Proceeds from stockholder loan       21,644         21,644                    
              ---------      ---------
Net cash provided by                                                  
financing activities           171,644        171,644               
              ---------      ---------

NET INCREASE IN CASH, representing                                              
ending balance at 31st                                                        
December 1999                     $ 112,480      $ 112,480                    
              =========      =========

Supplemental Disclosures of                                                     
Cash Flow Information:                                                        
Income taxes paid                 $      -       $      -                     
              =========      =========
Interest paid                     $      -       $      -                     
              =========      =========

See accompanying notes.             

F-5             

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IRUTIL CO., INC.                                                                
(A DEVELOPMENT STAGE COMPANY)                                                   
NOTES TO FINANCIAL STATEMENTS                                                   

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                              

Organization and Business Activity                                              
Irutil Co., Inc. (the Company) was incorporated under the laws of The           
Commonwealth of the Bahamas ("Bahamas") on 8th September 1995 as The            
Southern Energy Co. Inc., and subsequently on the 5th July 1999,                
changed its name to Irutil Co., Inc.  The Company proposes to acquire,          
develop and operate rural utilities in the Philippines, but,                    
notwithstanding its 8th September 1995 inception date, did not actually         
commence its development activities until October 1999.                         

The Company is a development stage company as planned operations have           
not commenced.  The accompanying financial statements represent those           
of a development stage company.                                                 

Cash and Concentration of Credit Risk                                           
Cash in bank of $112,480 is held in a non-interest bearing demand               
account in the Bahamas, is not subject to United States FDIC insurance          
and is subject to the inherent credit risks of that country.                    

Income and Revenue Taxes                                                        
The Company is not subject to income or revenue taxes in The                    
Commonwealth of the Bahamas.                                                    

Translation of Accounts to U.S. Dollars                                         
As the functional currency is the U.S. Dollar, all of the Company's             
accounts are translated from Bahamian dollars to U.S. Dollars in                
accordance with Statement of Financial Accounting Standards #52.  This          
requires that all monetary assets and liabilities are to be translated          
at the spot rate, all non-monetary assets and liabilities be translated         
at historical rates, and the operating results are to be translated at          
an average rate for the period.  Any translation gain or loss is                
recognized currently.  For the year ended 31st December 1999 and for            
the period from inception (8th September 1995) through 31st December            
1999, the Company did not incur any translation gain or loss.                   

Use of Estimates in the Preparation of Financial Statements                     
The preparation of financial statements in conformity with generally            
accepted accounting principles requires management to make estimates            
and assumptions that affect the reported amounts of assets and                  
liabilities and disclosure of contingent assets and liabilities at the          
date of the financial statements and the reported amounts of revenues           
and expenses during the reporting period.  Actual results could differ          
from those estimates.                                                           

F-6             

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NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)                

Net Loss Per Share                                                              
The Company applies Statement of Financial Accounting Standards No.             
128, "Earnings Per Share" (FAS 128).  Net loss per share is computed by         
dividing net loss of $60,664 by the weighted average number of common           
shares outstanding during the reported periods.  Outstanding stock              
equivalents were not considered in the calculation as their effect              
would have been anti-dilutive.                                                  

Year 2000 Uncertainties                                                         
Although the Company has not identified any computer system or program          
problems, there is still a possibility that at some time during the             
Year 2000 their computer systems and programs, as well as equipment             
that uses embedded computer chips, may be unable to distinguish between         
the years 1900 and 2000.  This may create system errors and failures            
resulting in the disruption of normal business operations.  Although it         
is unlikely, there may be some third parties, such as governmental              
agencies, utilities, telecommunication companies, vendors and customers         
that at times may not be able to continue business with the Company due         
to their own Year 2000 problems.                                                

NOTE2. DUE TO STOCKHOLDER                                                       

Amount due to stockholder of $21,644 is non-interest bearing, is due on         
demand and was used to reimburse professional fees paid in 1999.                

NOTE 3. RELATED PARTY                                                           

The Company leases office space on a month to month basis from a party          
related by virtue of common ownership.  Total payments for the year             
ended the 31st December 1999 and for the period from inception (8th             
September 1999) to 31st December 1999 were $7,500.                              

NOTE 4. STOCKHOLDERS' EQUITY                                                    

The financial statements reflect the effect of a recapitalization in            
1999 that had the effect of a 20 for 1 forward stock spilt.                     

F-7             

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NOTE 5. GOING CONCERN                                                           

The accompanying financial statements have been prepared in conformity          
with generally accepted accounting principles, which contemplate                
continuation of the Company as a going concern.  The Company has                
incurred significant operating losses and negative cash flows from              
operations since inception.                                                     

The Company's ability to continue as a going concern is dependent upon          
achieving profitable operations and positive cash flows from operations         
or obtaining debt or equity financing.  These conditions raise                  
substantial doubt about the Company's ability to continue as a going            
concern.  The financial statements do not include any adjustments that          
might result from the outcome of these uncertainties.                           

Management is attempting to raise additional capital of up to $500,000          
on a best efforts basis, which will assist the Company in funding               
operations and provide the opportunity for the Company to continue as           
a going concern.  Management believes it will be successful in raising          
capital sufficient to continue operations.                                      

F-8             

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ITEM 18.  FINANCIAL STATEMENTS.                                                 

Not applicable.  Consolidated financial statements are provided       
under Item 17.                                                                  

ITEM 19.  FINANCIAL STATEMENTS AND EXHIBITS.                                    

A.   Financial Statements of Registrant.                              

Contents                                                              

Auditor Report.                                                       
Balance Sheet.                                                        
Statement of Operations.                                              
Statement of Changes in Stockholders' Equity.                         
Statements of Cash Flows.                                             
Notes to Financial Statements.                                        

B.   Exhibits.                                                        

Document                                                                        
Number    Description                                                           

3.1 *     Articles of Association of The Southern Energy Co. Inc.               

3.2 *     Amendment to Articles of Association                                  

10.1 *    Letter of Intent between ESI E&C and the Company                      

10.2 *    Memorandum of Agreement between ESI and Cotabato Electric             
Cooperative Inc.                                            

27.1 *    Financial Data Schedule.                                              

*    Previously Filed.                                                          

All other schedules and exhibits are omitted, as the required                   
information is not applicable or is not present in amount sufficient to         
require submission of the schedule or because the information required          
is included in the financial statements and notes hereto.                       

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34
SIGNATURES          

Pursuant to the requirements of Section 12 of the Securities          
Exchange Act of 1934, the registrant certifies that it meets all of the         
requirements for filing on Form 20-F/A-1 and has duly caused to the             
Registration Statement to be signed on its behalf by the undersigned,           
thereunto duly authorized.                                                      

Dated this 28th day of November, 2000.                                

Irutil Co., Inc.    

   BY:  /s/ David Atkinson
               David Atkinson, President

KNOW ALL MEN BY THESE PRESENT, that each person whose signature       
appears below constitutes and appoints David Atkinson, as true and              
lawful attorney-in-fact and agent, with full power of substitution, for         
his and in his name, place and stead, in any and all capacities, to             
sign any and all amendment (including post-effective amendments) to             
this registration statement, and to file the same, therewith, with the          
Securities and Exchange Commission, and to make any and all state               
securities law or blue sky filings, granting unto said attorney-in-fact         
and agent, full power and authority to do and perform each and every            
act and thing requisite or necessary to be done in about the premises,          
as fully to all intents and purposes as he might or could do in person,         
hereby ratifying the confirming all that said attorney-in-fact and              
agent, or any substitute or substitutes, may lawfully do or cause to be         
done by virtue hereof.                                                          

Pursuant to the requirements of the Securities Exchange Act of        
1934, this Form 20-F/A-1 Registration Statement has been signed by the          
following persons in the capacities and on the dates indicated:                 

Signature                Title                    Date                          

/s/ David Atkinson       President and a member   November 28, 2000             
David Atkinson           of the Board of Directors                              

/s/ Joanta H. Green      Member of the Board of   November 28, 2000             
Joanta H. Green          of Director                                            
Directors                     

/s/ Robert C. Darville   Secretary/Treasurer,     November 28, 2000             
Robert C. Darville       Chief Financial Officer,                               
and a member of the           
Board of Directors            

/s/ Mark Riser           Vice-President and a     November 28, 2000             
Mark Riser               member of the Board                                    
of Directors                  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘20-F’ Filing		Date		First		Last			Other Filings
Filed on:		11/28/00		35					None on these Dates
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For Period End:		12/31/99		18
		12/9/99		21		22
		9/30/99		22
		1/4/99		14
		12/31/98		18
		12/13/97		24
		9/8/95		3		21
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