SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10Q QUARTERLY REPORT PURSUANT OF SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended - December 31, 1995 0-9295 ---------------------- Commission File Number WINCO PETROLEUM CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) COLORADO 84-0794604 - ------------------------------- --------------------------------------- (State of other jurisdiction of (I.R.S. Employer Identification number) incorporation of organization 1645 COURT PLACE, SUITE 312 DENVER, COLORADO 80202 - --------------------------------------- --------- (Address of principal executive offices) (Zip Code) (303) 623-9095 ---------------------------------------------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (Former name, former address, former fiscal year if change since last 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 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. X Yes No ----- ----- Indicate 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. Class: Common Stock, No par value Outstanding as of December 31, 1995: 23,000,000 WINCO PETROLEUM CORPORATION CONDENSED BALANCE SHEET DECEMBER 31, 1995 SEPTEMBER 30, 1995 (UNAUDITED) (AUDITED) ----------------- ------------------ ASSETS CURRENT ASSETS: Cash and short-term cash investments $ 148,992 $ 155,911 Notes and accounts receivable 33,108 39,057 Prepaid expenses and other 5,817 6,559 ----------- ----------- TOTAL CURRENT ASSETS $ 187,917 $ 201,527 INVESTMENTS IN OIL AND GAS PROPERTIES AT COST, NET (Using the full cost method of accounting) 117,639 118,793 WELL EQUIPMENT INVENTORY AT LOWER OF COST OR MARKET 59,993 59,993 FURNITURE, FIXTURES AND VEHICLES AT COST, Net of allowances for depreciation 1,840 2,131 OTHER ASSETS 9,000 11,500 ----------- ----------- $ 376,389 $ 393,944 ----------- ----------- ----------- ----------- LIABILITIES AND STOCKHOLDERS' INVESTMENT CURRENT LIABILITIES: Accounts payable to stockholders and directors $ 257 $ 482 Accounts payable and accrued liabilities 17,823 25,876 ----------- ----------- TOTAL CURRENT LIABILITIES $ 18,080 $ 26,358 ----------- ----------- STOCKHOLDERS' INVESTMENT Common stock, no par value; 50,000,000 shares authorized; 23,000,000 shares issued and outstanding 173,000 173,000 Additional paid in capital 1,249,320 1,249,320 Accumulated deficit (1,064,011) (1,054,734) ------------ ----------- TOTAL STOCKHOLDERS' EQUITY $ 358,309 $ 367,586 ------------ ----------- $ 376,389 $ 393,944 ----------- ----------- ----------- ----------- -2- WINCO PETROLEUM CORPORATION CONDENSED STATEMENT OF EARNINGS (UNAUDITED) THREE MONTHS ENDED DECEMBER 31, 1995 1994 ----------- ----------- REVENUES: Oil and gas sales $ 26,483 $ 25,787 Interest income 1,214 1,159 ----------- ----------- $ 27,697 $ 26,946 EXPENSES: Lease operating expenses 20,664 22,915 General and administrative 12,979 16,291 Depreciation, depletion and amortization 3,330 895 ----------- ----------- $ 36,973 $ 40,101 Loss before income tax (9,276) (13,155) Income tax expense (benefits) $ -- $ -- ----------- ----------- NET LOSS: $ (9,276) $ (13,155) ----------- ----------- ----------- ----------- NET LOSS PER COMMON SHARE: Primary and fully diluted $ -- $ -- ----------- ----------- ----------- ----------- WEIGHTED AVERAGE SHARES OUTSTANDING: 23,000,000 23,000,000 ----------- ----------- ----------- ----------- -3- WINCO PETROLEUM CORPORATION STATEMENT OF CASH FLOW THREE MONTHS ENDED DECEMBER 31, 1995 1994 ----------- ----------- Cash flows from operating activities Net loss $ (9,276) $ (13,155) Adjustment to reconcile net loss to net cash used in operating activities: Depreciation, depletion and amortization 3,550 1,136 Changes in current assets and current liabilities: Accounts receivable 5,949 (7,077) Prepaid and other expenses 742 894 Accounts payable (8,278) 3,758 ----------- ----------- Net cash used in operating activities (7,313) (14,444) Cash flows from investing activities: Investment in oil and gas properties 394 1,399 ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (6,919) (13,045) Cash and cash equivalents at beginning of the period 155,911 204,041 ----------- ----------- Cash and cash equivalents at end of the period $ 148,992 $ 190,996 ----------- ----------- ----------- ----------- -4- WINCO PETROLEUM CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) CONDENSED FINANCIAL STATEMENTS 1. The accompanying, unaudited, condensed financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X and do not include all principles for completed financial statements. In the opinion of Winco Petroleum Corporation the accompanying unaudited, condensed financial statements contain all adjustments (consisting of normal adjustments) necessary to present fairly the financial position as of December 31, 1995 and the results of operations and changes in financial position for the three months then ended. Operating results for the three months ended December 31, 1995 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 1996. These statements should be read in conjunction with the financial statements and notes thereto included in Form 10-K for the fiscal year ended September 30, 1995. INVESTMENTS IN OIL AND GAS PROPERTIES 2. Depreciation and depletion of the full cost pool is computed using a unit- of-production method based on proved reserves as determined annually by the Company and independent engineers. A provision of $3,330 was made for the three months ended December 31, 1995. Reserve for depreciation and depletion was $968,376 and $965,046 on December 31, 1995 and September 30, 1995 respectively. EARNINGS PER SHARE 3. Earnings per common share were computed by dividing net income by the weighted average number of shares of common stock outstanding during the three month period ended December 31, 1995 and 1994. The weighted average shares outstanding for the period ending December 31, 1995 and 1994 was 23,000,000 shares. -5- WINCO PETROLEUM CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES During the three months ended December 31, 1995 the Company's working capital decreased $5,332. Working capital decreased due to decrease in oil sales. The Company's working capital at December 31, 1995 was $169,837. The Company intends to utilize funds to purchase producing properties. The Company also intends to participate in oil and gas development programs through sharing arrangements with industry participants. The Company will consider those arrangements which are financially feasible under current conditions. RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 1995 During the three months ended December 31, 1995 oil and gas sales decreased approximately $18,750 from the comparable period in 1994 due to oil on hand at end of period, holding for increase in price. Interest income increased from the comparable period in 1994 due to low interest rates, and less cash available for investment. Due to net operating loss carry forward and the tax credits available for financial reporting and tax reporting purposes, the Company does not expect any significant income tax effects in the current year. General and administrative expense was decreased from the comparable quarter in 1994. -6- WINCO PETROLEUM CORPORATION PART II ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K. None. -7- SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. WINCO PETROLEUM CORPORATION -------------------------------------------- L. W. Winkler, Jr. President Dated: -------------------------- -8-