------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 -------------------------- FORM 10-QSB -------------------------- [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the quarterly period ended June 30, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------------------- Commission file number 0-33029 PETREX CORPORATION Incorporated pursuant to the Laws of the State of Nevada -------------------------- Internal Revenue Service - Employer Identification No. 87-0382438 1408 Roseland Blvd. Tyler, Texas 75701 -------------------------- 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 ----- ----- The total number of shares of the registrant's Common Stock, $.001 par value, outstanding on June 30, 2001, was 8,787,067. --------------------------------------------------------------------- Part I. FINANCIAL INFORMATION Item 1. Financial Statements for First Fiscal Quarter 2001 Period Ending June 30, 2001. PETREX CORPORATION BALANCE SHEETS Assets June 30, 2001 March 31, 2001 ----------------- -------------- (Unaudited) Current Assets Cash $ 1,081 $ 1,515 Tax refund receivable 100 100 Prepaid Legal Fees -0- 6,100 ----------------- -------------- Total current assets 1,181 7,715 ----------------- -------------- Other assets Organizational cost, net -0- -0- ----------------- -------------- $ 1,181 $ 7,715 ----------------- -------------- (continued) PETREX CORPORATION BALANCE SHEETS Liabilities and Shareholders' Equity June 30, 2001 March 31, 2001 ------------- -------------- (Unaudited) Current liabilities Accounts payable - trade $ 225 $ 575 ------------- -------------- Total current liabilities 225 575 ------------- -------------- Commitments and contingencies Shareholders' equity Preferred stock, no par value; 50,000,000 shares authorized and no shares outstanding -0- -0- Common stock, par value $0.001 per share; 75,000,000 shares authorized; 8,787,067 shares outstanding, of which 4,747,661 are restricted. 8,787 8,787 Additional paid-in capital 162,087 162,087 Retained earnings (deficit) (169,918) (163,734) ------------- -------------- Total shareholders' equity 956 7,140 ------------- -------------- $ 1,181 $ 7,715 ------------- -------------- The accompanying notes are an integral part of these financial statements. PETREX CORPORATION STATEMENTS OF INCOME (Unaudited) Three Months Ended June 30, 2001 2000 ------------------ ---------------- Revenues $ -0- $ -0- ------------------ ---------------- Expenses General and administrative 6,184 -0- ------------------ ---------------- Total Expenses 6,184 -0- ------------------ ---------------- (Loss) before provision for income taxes (6,184) -0- Provision for income taxes -0- -0- ------------------ ---------------- Net (loss) $ (6,184) $ -0- ------------------ ---------------- Earnings (loss) per common share $ (.0007) $ .0000 The accompanying notes are an integral part of these financial statements. PETREX CORPORATION STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) Accumulated Additional Retained Other Common Paid-In Earnings Comprehensive Stock Capital (Deficit) Income Total -------- ---------- ---------- --------- -------- Balance - March 31, 2001 $ 8,787 $ 162,087 $ (163,734) $ -0- $ 7,140 Net Loss (6,184) (6,184) -------- ---------- ---------- --------- -------- Balance - June 30, 2001 $ 8,787 $ 162,087 $ (169,918) $ -0- $ 956 -------- ---------- ---------- --------- -------- The accompanying notes are an integral part of these financial statements. PETREX CORPORATION STATEMENTS OF CASH FLOWS (Unaudited) For the Three Months Ended June 30, 2001 2000 ------------------ ------------------- Cash flows from operating activities Net (loss) $ (6,184) $ -0- Adjustments to reconcile net (loss) to net cash provided by operating activities: (Increase) decrease in: Prepaid legal fees 6,100 -0- Increase (decrease) in: Accounts payable (350) -0- ------------------ ------------------- Net cash used by operating activities (434) -0- ------------------ ------------------- Net increase (decrease) in cash and cash equivalents (434) -0- Cash and cash equivalents at beginning of period $ 1,515 -0- ------------------ ------------------- Cash and cash equivalents at end of period $ 1,081 $ -0- ------------------ ------------------- The accompanying notes are an integral part of these financial statements. PETREX CORPORATION NOTES TO (UNAUDITED) FINANCIAL STATEMENTS June 30, 2001 NOTE 1 - BASIS OF PRESENTATION The financial statements presented in this report have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting and include all adjustments which are, in the opinion of management, necessary for fair presentation. These financial statements have not been audited by an independent accountant. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations for interim reporting. These financial statements for the three month periods ended June 30, 2001 and 2000 are not necessarily indicative of the results which may be expected for an entire fiscal year. NOTE 2 - EARNINGS (LOSS) PER SHARE Earnings (loss) per common share for the three months ended June 30, 2001 and 2000 have been computed based on net income (loss) divided by the weighted average number of common shares outstanding during the period. For the three months ended June 30, 2001 and 2000, the weighted average number of shares outstanding totaled 8,787,067 and 5,186,967, respectively. NOTE 3 - GOING CONCERN As shown in the accompanying financial statements, the Company incurred a net loss of $6,184 and $-0- during the three months ended June 30, 2001 and 2000, respectively. The company presently has no source of revenues. Therefore, the ability of the Company to continue as a going concern is dependent on obtaining additional capital and financing. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Period Ending June 30, 2001) Unaudited Financial Data The discussion and analysis contained herein should be read in conjunction with the preceding financial statements and the information contained in the Company's 10SB. Except for the historical information contained herein, the matters discussed in this 10 QSB contain forward looking statements within the meaning of Section 27a of the Securities Act of 1933, as amended, and Section 21e of the Securities Exchange Act of 1934, as amended, that are based on management's beliefs and assumptions, current expectations, estimates, and projections. Statements that are not historical facts, including without limitation statements which are preceded by, followed by or include the words "believes," "anticipates," "plans," "expects," "may," "should," or similar expressions are forward-looking statements. Many of the factors that will determine the company's future results are beyond the ability of the Company to control or predict. These statements are subject to risks and uncertainties and, therefore, actual results may differ materially. All subsequent written and oral forward-looking statements attributable to the Company, or persons acting on its behalf, are expressed qualified in their entirety by these cautionary statements. The Company disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise. Important factors that may include, but are not limited to: the risk of a significant natural disaster, the inability of the Company to obtain a suitable company for a business combination, a business combination with a company that proves later on not to have the ability to effectively compete in the marketplace, as well as general market conditions, competition and pricing, and other risks detailed from time to time in the Company's SEC reports, copies of which are available upon request from the Company. Results of Operations - Total revenue for the first fiscal quarter in 2001 was zero the same as the first fiscal quarter in 2000 since the Company continues not to have any business operations other than pursuing a business combination. No revenue is expected from the Company's operations until the Company combines with another Company. Expenses increased in the first fiscal quarter from 0 in the first fiscal quarter of 2000 to $6,184 in the first fiscal quarter of 2001, primarily due to expenses related in having the Company become fully reporting under the Securities Act of 1934. The Company's purpose of becoming fully reporting was to enhance the Company's capability of a suitable business combination. The Company's net income for the first quarter increased from a loss of $0 for the first fiscal quarter 2000 to a net loss of $6,184 for the first fiscal quarter of 2001. Loss per share for the first quarter of fiscal 2001 were ($.0007). This compares to no earnings per share for the same period last year. Liquidity and Capital Resources During the first quarter of fiscal 2001 net cash used by operating activities was ($434) while the previous year for the same quarter it was zero. No financing activities occurred during the quarter. A major use of cash was $6,100 for prepaid legal expenses for the preparation of the Company's Form 10-SB filed with the SEC. Cash at the end of the quarter decreased from $1,515 to $1,081. PART II. OTHER INFORMATION Item 1 - Legal Proceedings None. Item 2 - Changes in Securities None. Item 3 - Defaults Upon Senior Securities None. Item 4 - Submission of Matters to a Vote of Security Holders None. Item 5 - Other Information None. Item 6 - Exhibits and Reports on Form 8-K (a) There are no exhibits with this report. (b) The registrant did not file any reports on Form 8-K during the fiscal quarter ended June 30, 2001. SIGNATURES Pursuant to the requirements of the Securities Exchange act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Petrex Corporation Dated: September 30, 2001 /s/ G.W. McDonald -------------------------------------- President and Chief Executive Officer