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, 2000 ------------- 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: NO: X 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 - 25,000,000 shares as of June 30, 2000. DOL RESOURCES, INC. Index to Form 10-Q for Fiscal Quarter ended June 30, 1999 Page No. PART 1 - Financial Information Condensed Unaudited Balance Sheet, June 30, 2000 and December 31, 1999 3 Condensed Unaudited Statement of Income, Six Months ended June 30, 2000 and 1999 4 Condensed Unaudited Statement of Shareholder's Equity Six Months ended June 30, 2000 and 199 5 Condensed Unaudited Statement of Changes in Financial Position Six-Months Ended June 30, 2000 and 1999 5 Summary of Significant Accounting Policies and Notes to Condensed Unaudited Financial Statements 6 - 8 Management's Discussion and Analysis of Condensed Financial Condition and Results of Operations 9 PART 11 - Other Information Item 6(b) - Exhibits and Reports on Form 8-K 10 Signature Pursuant to General Instruction E 10 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. 2 DOL RESOURCES, Inc. BALANCE SHEET (Unaudited) ASSETS June 30 Dec. 31 2000 1999 ---------- ---------- CURRENT ASSETS Cash $ -0- -0- Marketable securities, at lower or aggregate cost or market 400,000 400,000 Due from related parties-Note 3 105,347 11,482 Prepaid Expenses -0- -0- ---------- ---------- Total Current Assets 505.347 411,482 ---------- ---------- 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 1,998,262 2,057,928 ---------- ---------- Total cost 2,098,262 2,157,928 Less accumulated depletion 1,421,617 1,395,617 ---------- ---------- 676,645 762,311 TOTAL ASSETS 1,181,992 1,173,793 ---------- ---------- Total Liabilities -0- -0- STOCKHOLDERS' EQUITY Capital Stock, common, $.01 par value: Authorized 25,000,000 shares issued and outstanding 25,000,000 shares at 6-30-00 and 12-31-99 and 25,000,000 shares at 6-30-99 250,000 207,835 Capital in excess of par value 2,526,770 2,526,770 Accumulated deficit (1,594,778) (1,602,977) ---------- ---------- Total Stockholders Equity (1,181,992) (1,173,793) ---------- ---------- TOTAL LIABILITIES & EQUITY 1,181,992 1,173,793 ---------- ---------- 3 DOL RESOURCES, INC. CONDENSED UNAUDITED STATEMENT OF INCOME 3 Months 6 Months Ended Ended 6-30-00 6-30-00 6-30-99 ----------- ----------- ----------- Operating Revenue: Oil and Gas Sales 51,008 79,984 15,495 Interest and other income -0- -0- 3,896 ----------- ----------- ----------- Total 51,008 79,984 19,391 Operating Expenses: Depletion,depreciation and amortization 13,000 26,000 5,594 General and administrative -0- 500 2,715 Interest -0- -0- 13,650 Consulting & Mgmt Fees 4,090 8,181 -0- Production Taxes 4,192 6,560 1,654 Lease Operating Expense 14,306 30,544 11,241 Lease Rentals -0- -0- -0- ----------- ----------- ----------- Total Operating Expenses 35,588 71,785 34,854 Net Income (Loss) before income taxes 15,420 8,199 (15,463) Provision for income taxes (note 4) -0- -0- -0- ----------- ----------- ----------- Net Income (Loss) 15,420 8,199 (15,463) Weighted Average Number of Common Shares Outstanding 25,000,000 25,000,000 21,392,712 20,671,254 Earnings (Loss) for Common Share $ .0006 $ .0003 $ (.00072) ----------- ----------- ----------- The accompany notes are an integral part of this statement. 4 DOL RESOURCES, INC. CONDENSED UNAUDITED STATEMENT OF STOCKHOLDER'S equity Six Months ended June 30, 1998 and 1999 Capital Stock Capital in Number of Excess of Accumulated Treasury Shares Amount Par Value Deficit Stock ------------- ------------- ------------- ------------- ------------- Balance at 1/1/00 25,000,000 250,000 2,526,770 (1,602,977) -0- Net Income -0- -0 -0- 15,420 -0- ------------- ------------- ------------- ------------- ------------- Balance at 6/30/00 25,000,000 250,000 2,526,770 (1,594,778) -0- ------------- ------------- ------------- ------------- ------------- Balance at 1/1/99 20,783,529 207,835 1,501,618 (1,546,947) (375) Net Income -0- -0- -0- 15,463 -0- ------------- ------------- ------------- ------------- ------------- Treas.. Stock Canceled (375) 375 ELGT Stock Exchange 4,216,471 42,165 357,835 Parent Con- tribution 667,692 ------------- ------------- ------------- ------------- ------------- Balance at 6/30/99 25,000,000 250,000 2,526,770 (1,562,410) -0- CONDENSED UNAUDITED STATEMENT OF CHANGES IN FINANCIAL POSITION Six Months Ended: June 30,2000 June 30,1999 Financial Resources Provided By Operations: Net Income 8,199 (15,463) Items not requiring outlay of working Capital: Depletion, Deprec. and Amortization 26,000 5,594 ------------ ------------ Working Capital provided by operations 34,199 (9,869) Decease (Increase) in Properties 59,666 (407,619) Reduction in other Assets -0- 67,168 Increase in long term debt -0- -0- ------------ ------------ Total Resources 93,865 (350,320) Financial Resources Applied to: Retirement of long-term debt -0- (330,472) Increase in common stock -0- 42,165 Increase in contributed stock -0- 1.025,528 ------------ ------------ Net Increase (Decrease) in Working Capital 93,865 386,901 Working Capital at begin of period 411,482 13,099 Working Capital at end of period 505,347 400,000 5 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 90% collectible, consequently a 10% 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 acquisition, 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. 6 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. Related Party Transactions -------------------------- The Company ended 1999 with accounts receivable from Glauber Management Corp. of $11,482. The balance of this account on June 30, 2000 was $105,347. NOTE 3. Income Taxes ------------ The Company as of December 31, 1999 had a net operating income loss carryover for income tax purposes of approximately $557,000. The carryover is available to offset taxable income of future years and expires as follows: 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 2012 57,000 2013 15,000 ---------- 557,000 7 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, 1999. 8 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, 2000 and 1999 --------------- Net Sales 64,489 Interest and Other Income (3,896) General and Administrative (2,215) Depletion, Depreciation and Amortization 20,409 Consulting & Management Fees 8,181 Interest Expense (13,650) Net Income (Loss) 23,662 Oil and gas sales decreased as compared to the same period last year due to a decrease in the price per BBL of oil and normal decline in production. The recurring cash flow for the first six months of 2000 was approximately $21,200 per month. Consulting and Management fee expenses increased due to the payment to Glauber Management effective 7-1-99. Interest expense decreased due to the assumption of bank debt by Glauber Management. General and Administrative expenses decreased due to lack of insurance and transfer fees. Management expects a upward trend in oil and gas prices to level off and hold steady at around $25,00 pr barrel through most of 2000. This not only increases revenues and cash flow but would enhances our ability to raise much needed funds for drilling and reworking 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. 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 has been seeking out possible merger opportunities. There have been several negotiations with private companies desiring to go public. In preparation for an impending merger Glauber Management, by an agreement dated June 30, 1999 assumed all liabilities and selected assets of the company in exchange for contributed capital. Also, Oklahoma oil properties held by Glauber Management were contributed to the Company 9 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: August 12, 2000 10