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 - March 31, 1996 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 March 31, 1996: 23,000,000 WINCO PETROLEUM CORPORATION CONDENSED BALANCE SHEET MARCH 31, 1996 SEPTEMBER 30, 1995 (UNAUDITED) (AUDITED) -------------- ------------------ ASSETS CURRENT ASSETS: Cash and short-term cash investments $ 143,317 $ 155,911 Notes and accounts receivable 25,244 39,057 Prepaid expenses and other 5,080 6,559 ----------- ----------- TOTAL CURRENT ASSETS $ 173,641 $ 201,527 INVESTMENTS IN OIL AND GAS PROPERTIES AT COST, NET (Using the full cost method of accounting) 113,769 118,793 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 ----------- ----------- $ 358,243 $ 393,944 ----------- ----------- ----------- ----------- LIABILITIES AND STOCKHOLDERS' INVESTMENT CURRENT LIABILITIES: Accounts payable to stockholders and directors $ 332 $ 482 Accounts payable and accrued liabilities 19,050 25,876 ----------- ----------- TOTAL CURRENT LIABILITIES $ 19,382 $ 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 (1,083,459) (1,054,734) ----------- ----------- TOTAL STOCKHOLDERS' EQUITY $ 338,861 $ 367,586 ----------- ----------- $ 358,243 $ 393,944 ----------- ----------- ----------- ----------- -2- WINCO PETROLEUM CORPORATION CONDENSED STATEMENT OF EARNINGS (UNAUDITED) THREE MONTHS ENDED MARCH 31, 1996 1995 ----------- ------------ REVENUES: Oil and gas sales $ 20,541 $ 27,851 Interest income 1,109 1,264 ----------- ----------- $ 21,650 $ 29,115 EXPENSES: Lease operating expenses 13,534 13,974 General and administrative 21,797 15,347 Depreciation, depletion and amortization 5,768 1,782 ----------- ----------- $ 41,099 $ 31,103 Loss before income tax (19,449) (1,988) Income tax expense (benefits) $ -- $ -- ----------- ----------- NET LOSS: $ (19,449) $ (1,988) ----------- ----------- ----------- ----------- 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 MARCH 31, 1996 1995 ----------- ----------- Cash flows from operating activities Net loss $(28,725) $(15,143) Adjustment to reconcile net loss to net cash used in operating activities: Depreciation, depletion and amortization 9,098 2,677 Changes in current assets and current liabilities: Accounts receivable 13,813 78 Prepaid and other expenses (1,479) (1,686) Accounts payable (6,976) (12,186) -------- -------- Net cash used in operating activities (14,269) (26,260) Cash flows from investing activities: Investment in oil and gas properties 1,675 4,521 -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (12,594) (21,739) Cash and cash equivalents at beginning of the period 155,911 204,041 -------- -------- Cash and cash equivalents at end of the period $143,317 $182,302 -------- -------- -------- -------- -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 March 31, 1996 and the results of operations and changes in financial position for the three months then ended. Operating results for the three months ended March 31, 1996 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 $5,177 was made for the three months ended March 31, 1996. Reserve for depreciation and depletion was $974,144 and $965,046 on March 31, 1996 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 March 31, 1996 and 1995. The weighted average shares outstanding for the period ending March 31, 1996 and 1995 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 March 31, 1996 the Company's working capital decreased $15,578. Working capital decreased due to decrease in oil sales. The Company's working capital at March 31, 1996 was $154,259. 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 MARCH 31, 1996 During the three months ended March 31, 1996 oil and gas sales decreased approximately $7,000 from the comparable period in 1995 due to oil on hand at end of period, holding for increase in price. Interest income remained comparable. 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 1995 due to audit expense paid in this period. -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 /s/ L. W. Winkler, Jr. ------------------------------------------ L. W. Winkler, Jr. President Dated: -------------------------- -8-