UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) (X) Quarterly Report Pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended: June 30, 1998 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: 0-8447 DOL RESOURCES, INC. (Exact Name of Registrant as specified in its Charter) Wyoming 82-0219465 (State of other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 13636 Neutron Road, Dallas, Texas 75244 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number (Area code (214) 661 5869) Indicate by check mark whether 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 such shorter period that Registrant was required to file such reports and (2) has been subject to such filing requirements for the past 90 days YES: X NO: The number of shares outstanding of each of the Issuer's Classes of Common Stock, as of the close of the period covered by this report: Common - $0.01 Par Value - 20,671,254 shares as of June 30, 1998. DOL RESOURCES, INC. Index to Form 10-Q for Fiscal Quarter ended June 30, 1998 Page No. PART 1 - Financial Information Condensed Unaudited Balance Sheet, June 30, 1998 and December 31, 1997 2 - 3 Condensed Unaudited Statement of Income, Six Months ended June 30, 1998 and 1997 4 Condensed Unaudited Statement of Shareholder's Equity Six Months ended June 30, 1998 and 1997 5 Condensed Unaudited Statement of Changes in Financial Position Six-Months Ended June 30, 1998 and 1997 5 Summary of Significant Accounting Policies and Notes to Condensed Unaudited Financial Statements 6-11 Management's Discussion and Analysis of Condensed Financial Condition and Results of Operations 12 PART 11 - Other Information Item 6(b) - Exhibits and Reports on Form 8-K 13 Signature Pursuant to General Instruction E 13 All other items called for by the instructions are omitted as they are inapplicable, not required, or the information is included in the condensed financial statements or notes thereto. DOL RESOURCES, Inc. BALANCE SHEET (Unaudited) ASSETS June 30 Dec. 31 1998 1997 CURRENT ASSETS Cash $ 1,056 $ 1,201 Marketable securities, at lower or aggregate cost or market, cost $24,175 in 1997 and 1996 - Note 2 1,924 1,924 Trade accounts receivable, less allowance for doubtfiul accounts of $1,711, ($1,711 in 1995 Note 1) 28,387 25,685 Due from related parties-Note 3 440,717 436,222 Prepaid Expenses 37,500 37,500 Total Current Assets 509,584 502,532 PROPERTIES - Using full costing- Note 1 Production payment 100,000 100,000 Exploration, acquisition & development, cost, net of allowance for reduction of oil & gas assets of $137,083 in 1985 1,649,985 1,653,485 Total cost 1,749,985 1,753.485 Less accumulated deplation 1,335,962 1,327,756 414,023 425,729 AUTOMOBILES, FURNITURE & FIXTURES At cost - Note 1 Furniture and fixtures 6,476 6,476 Less accumulated deprecition 5,505 5,181 Net Furniture and Fixtures 971 1,295 OTHER ASSETS Undeveloped coal royalties-Note 9 10,156 10,155 Other accounts receivable-Note 12 59,131 62,140 Total Other Assets 69,287 72,296 TOTAL ASSETS 993,865 1,001,852 DOL Resources, Inc. BALANCE SHEET June 30 December 31, 1998 1997 CURRENT LIABILITIES Notes payable - Note 3 408,000 408,000 Accounts payable 27,094 28,151 Accrued expenses -0- -0- Total current liabilities 435,094 436,151 LONG-TERM LIABILITIES Accounts payable 332,074 335,599 Total Long-Term Liabilities 332,074 335,599 STOCKHOLDERS' EQUITY Capital Stock, common, $.01 par value: Authorized 25,000,000 shares issued and outstanding 20,671,234 shares at 6-30-98 and 12-31-97 206,713 206,713 Capital in excess of par value 1,502,741 1,502,741 Accumulated deficit (1,482,382) (1,478,977) Treasury Stcok ( 375) ( 375) 226,697 230,102 TOTAL 993,865 1,001,852 DOL RESOURCES, INC. CONDENSED UNAUDITED STATEMENT OF INCOME 3 Months 6 Months Ended Ended 6-30-98 6-30-98 6-30-97 Operating Revenue: Oil and Gas Sales 10,291 28,095 51,501 Interest and other income 1,948 3,896 5,088 Total 12,239 31,991 56,589 Operating Expenses: Depletion,depreciation and amortization 4,265 8,530 7,168 General and administrative 71 145 9,015 Interest 6,905 13,655 1,292 Consulting & Mgmt Fees -0- -0- -0- Production Taxes 1,135 3,051 5,634 Lease Operating Expense 5,531 10,015 16,825 Lease Rentals -0- -0- -0- Total Operating Expenses 17,907 35,396 39,934 Net Income (Loss) before income taxes (5,668) (3,405) 16,655 Provision for income taxes (note 6) -0- -0- -0- Net Income (Loss) (5,668) (3,405) 16,655 Weighted Average Number of Common Shares Outstanding 20,671,254 20,671,254 20,671,254 Earnings (Loss) for Common Share $(.00027) $(.00016) $.0008 The accompany notes are an integral part of this statement. DOL RESOURCES, INC. CONDENSED UNAUDITED STATEMENT OF STOCKHOLDER'S equity Six Months ended June 30, 1997 and 1998 Capital Stock Capital in Number of Excess of Accumulated Treasury Shares Amount Par Value Deficit Stock Balance at 1/1/98 20,671,254 206,713 1,502,741 (1,478,977) ( 375) Net Income -0- -0 -0- ( 3,405) -0- Balance at 6/30/98 20,671,254 206,713 1,502,741 (1,482,382) ( 375) Balance at 1/1/97 20,671,254 206,713 1,502,741 (1,487,958) ( 375) Net Income -0- -0- -0- 16,655 -0- Balance at 6/30/97 20,671,254 206,713 1,502,741 (1,471,303) ( 375) CONDENSED UNAUDITED STATEMENT OF CHANGES IN FINANCIAL POSITION Three Months Ended: June 30, 1998 June 30, 1997 Financial Resources Provided By Operations: Net Income (3,405) 16,655 Items not requiring outlay of working Capital: Depletion, Deprec. and Amortization 8,530 7,168 Working Capital provided by operations 5,125 23,823 Increase in Properties 3,500 961 Reduction in other Assets 3,009 5,468 Increase in long term debt -0- -0- Total Resources 11,634 30,252 Financial Resources Applied to: Retirement of long-term debt 3,525 5,468 Net Increase (Decrease) in Working Capital 8,109 24,784 Working Capital at begin of period 66,381 ( 9,441) Working Capital at end of period 74,490 15,343 DOL Resources, Inc. NOTES TO FINANCIAL STATEMENTS NOTE 1. Summary of Significant Accounting Policies Organization and Operations The Company was organized on November 6, 1973 under the laws of the State of Wyoming. Its primary activities have been the acquisition of interests in various oil and gas properties, coal properties (Note 8) and exploration for oil and gas. Allowance for Bad Debts: Accounts receivable from participants in oil and gas exploration are estimated to be at least 95% collectible, consequently a 5% allowance for bad debts has been established against those receivables. Receivables from the sale of oil and gas are fully collectible, as accruals are based primarily on collection of oil and gas sales subsequent to year-end. Properties: The Company uses the full cost method of accounting for oil and gas acqusition, exploration and development costs. The Company has operations only within the continental United States and consequently has only one cost center. All costs associated with property acquisition, exploration and development activities are capitalized within the cost center. No costs related to production, general corporate overhead or similar activities are capitalized. Capitalized costs within the cost center are amortized on the units-of-production basis using proved oil and gas reserves. The carrying value of capitalized cost is limited to the sum of (A) the present value of future net revenues from estimated production of proved oil and gas reserves, plus (B) the cost of properties not being amortized, plus (C) the lower cost or estimated fair value of unproved properties included in the costs being amortized less (D) income tax effects related to differences between book and tax basis of the properties involved. For the year ended December 31, 1985, total capitalized costs exceeded the cost center ceiling by $137,083. The excess was expense to current operations. DOL RESOURCES, INC NOTES TO FINANCIAL STATEMENTS (CONT.) NOTE 1: Sales and abandonments of oil and gas properties are accounted for as adjustment of capitalized costs, with no gain or loss recognized. Drilling in progress is included in the cost center with depletion being calculated on all costs with cost center. Earnings per Common Share Earnings per common share were computed by dividing the net loss by the weighted average number of common shares outstanding during the year. NOTE 2. Notes Payable Notes payable consist of the following: Montly Interest Due Within Due After Installment Rate One Year One Year 1997 Note 1 due 7-14-98 $408,000 $ -0- Gateway National Bank. Interest only payable Monthly at 6.64% per annum over a year of 360 Days. NOTE 3. Related Party Transactions: The Company ended 1996 with accounts receivable from Glauber Management Corp. (The parent company) of $351,222. The balance of this account on June 30, 1998 Was $355,717. NOTE 4. Income Taxes The Company as of December 31, 1997 had a net operating income loss carryover for income tax purposes of approximately $740,000. The carryover is available to offset taxable income of future years and expires as follows: 1998 241,000 1999 14,000 2000 109,000 2001 40,000 2002 48,000 2003 3,000 2004 34,000 2007 14,000 2008 19,000 2009 1,000 2011 217,000 740,000 The Company also had approximately $1,300 of investment tax credits available for carryover against future federal income tax liabilities. For financial reporting purposes, the net operating loss has been used to offset prior deferred income taxes. To the extend that the net operating loss carryovers are utilized for income tax purposes in future years, the deferred income taxes eliminated to give credits related to timing differences of the current year not recorded, will be reinstated. Because of timing differences related principally to intangible drilling costs, cumulative losses for income tax reporting purposes exceed those reported by approximately $576,000. Because of the uncertainly as to realization, no future tax benefits are recognized at December 31, 1997. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONDENSED UNAUDITED STATEMENT OF INCOME The following is Management's discussion and analysis of certain significant factors which have affected the Company's earnings during the period included in the accompanying Condensed Unaudited Statement of Income. A summary of the period to period changes in the principal items included in the Condensed Unaudited Statement of Income is as shown below: Six Months ending June 30 1998 and 1997 Net Sales (23,406) Interest and Other Income ( 1,192) General and Administrative ( 8,870) Depletion, Depreciation and Amortization 1,362 Consulting & Management Fees -0- Interest Expense 12,363 Net Income (Loss) (20,060) Oil and gas sales increased as compared to the same period last year due to an increase in the price per BBL of oil and production. The recurring cash flow for the first six months of 1998 was approximately $6,400 per month. General and Administrative expenses decreased significantly due to the payment of consulting fees in the proior year. Interest expense increased due to restructuring of debt. Management expects a slow upward trend in oil and gas prices to continue beyond $20.00 per Bbl. This would not only increase revenues and cash flow but would enhance our ability to raise much needed funds for drilling additional wells. It is the opinion of management that a minimum of $25.00 per Bbl. oil is needed in order to expand operations and replace depleted reserves. Meanwhile a continuing effort is being made to increase production, and consequently revenues by seeking out and negotiating joint-venture recompletion projects where positive reserve information exists. Management is also seeking our possible merger opportunities. There have been several negotiations with private companies desiring to go public. One is currently profressing and stockholders will be advised of any definitive agreement. Review of Independent Public Accountants: The information contained in substantially all financial statements accompanying this report were supplied by internal accountant of registrant. Although such statements have not been reviewed by registrant's certified public accountant they are available for review. Office Information No reports on Form 8-K were filed by the Company in the quarter for which this report is filed. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned there unto duly authorized. DOL RESOURCES, INC. /s/ Fred M. Updegraff Fred M. Updegraff Vice President, Treasurer and Principal Accounting Officer date: July 31, 1998