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: March 31, 2002 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 March 31, 2001. DOL RESOURCES, INC. Index to Form 10-Q for Fiscal Quarter ended March 31, 2002 Page No. PART 1 - Financial Information Condensed Unaudited Balance Sheet, March 31, 2002 and December 31, 2001 3 Condensed Unaudited Statement of Income, Three Months ended March 31, 2002 and 2001 4 Condensed Unaudited Statement of Shareholder's Equity Three Months ended March 31, 2002 and 2001 5 Condensed Unaudited Statement of Changes in Financial Position Three-Months Ended March 31, 2002 and 2001 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. DOL RESOURCES, Inc. BALANCE SHEET (Unaudited) ASSETS March 31 Dec. 31 2002 2001 ---------- ---------- CURRENT ASSETS Cash $ -0- -0- Marketable securities at cost 400,000 400,000 Due from related parties-Note 2 5,024 25,154 Prepaid Expenses -0- -0- ---------- ---------- Total Current Assets 405,024 425,154 ---------- ---------- PROPERTIES - Using full costing- Note 1 Exploration, acquisition & development, cost, net of allowance for reduction of oil & gas assets of $137,083 in 1985 2,100,790 2,102,290 ---------- ---------- Total cost 2,100,790 2,102,290 Less accumulated depletion (1,505,310) (1,500,810) ---------- ---------- 595,480 601,480 TOTAL ASSETS 1,000,504 1,026,634 ---------- ---------- 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 3-31-00 and 12-31-99 250,000 250,000 Capital in excess of par value 2,389,942 2,389,942 Accumulated deficit (1,639,438) (1,613,308) ---------- ---------- Total Stockholders Equity 1,000,504 1,026,634 ---------- ---------- TOTAL lIABILITIES & EQUITY 1,000,504 1,026,634 ---------- ---------- DOL RESOURCES, INC. CONDENSED UNAUDITED STATEMENT OF INCOME 3 Months 3 Months Ended Ended 3-31-02 3-31-01 ----------- ----------- Operating Revenue: Oil and Gas Sales 9,454 26,004 Interest and other income -0- -0- ----------- ----------- Total 9,454 26,004 Operating Expenses: Depletion,depreciation and amortization 4,500 8,500 General and administrative 550 500 Interest -0- -0- Mangement fees 4,091 4,091 Production Taxes 748 2,142 Lease Operating Expense 24,719 9.642 Lease Rentals 1,026 -0- ----------- ----------- Total Operating Expenses 35,584 24,925 Net Income (Loss) before income taxes (26,130) 1,079 Provision for income taxes (note 4) -0- -0- ----------- ----------- Net Income (Loss) (26,130) 1,079 Weighted Average Number of Common Shares Outstanding 25,000.000 25,000,000 Earnings (Loss) for Common Share $ (.001) $ (.0004) ----------- ----------- The accompany notes are an integral part of this statement DOL RESOURCES, INC. CONDENSED UNAUDITED STATEMENT OF STOCKHOLDER'S equity Three Months ended March 31, 2002 and 2001 Capital Stock Capital in Number of Excess of Accumulated Treasury Shares Amount Par Value Deficit Stock ------------- ------------- ------------- ------------- ------------- Balance at 1/01/02 25,000,000 250,000 2,389,942 (1,613,308) -0- ------------- ------------- ------------- ------------- ------------- Net Income -0- -0- -0- (26,130) -0- ------------- ------------- ------------- ------------- ------------- Balance at 3/31/02 25,000,000 250,000 2,238,942 (1,639,438) -0- Balance at 1/1/01 25,000,000 250,000 2,526,770 (1,592,808) -0- Net Income -0- -0- -0- (1,079) -0- ------------- ------------- ------------- ------------- ------------- Return of contributed Capital to Parent (147,328) Balance at 3/31/01 25,000,000 250,000 2,379,942 (1,613,308) -0- ------------- ------------- ------------- ------------- ------------- CONDENSED UNAUDITED STATEMENT OF CHANGES IN FINANCIAL POSITION Three Months Ended: March 31, 2002 March 31, 2001 Financial Resources Provided By Operations: Net Income (26,130) 1,079 Items not requiring outlay of working Capital Depletion, Deprec. and Amortization 4,500 8,500 -------------- -------------- Working Capital provided by operations (21,630) 9,579 Decrease in Properties 1,500 -0- Reduction in other Assets -0- -0- Increase in long term debt -0- -0- -------------- -------------- Total Resources (20,130) 9,579 Financial Resources Applied to: Return of Contributed Capital -0- (147,328) Increase in properties -0- (400,000) -------------- -------------- Net Increase (Decrease) in Working Capital (20,130) (537,749) Working Capital at begin.of period 425,154 537,749 Working Capital at end of period 405,024 -0- -------------- -------------- 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. 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. 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 2001 with accounts receivable from Glauber Management Corp. of $23,467. The balance of this account on March 31, 2002 was $3,331. NOTE 3. Income Taxes ------------ The Company as of December 31, 2001 had a net operating income loss carryover for income tax purposes of approximately $448,000. The carryover is available to offset taxable income of future years and expires as follows: 2001 40,000 2002 48,000 2003 3,000 2004 34,000 2007 14,000 2008 19,000 2009 1,000 2011 217,000 2013 57,000 2014 15,000 ------- 448,000 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, 2001. 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: Three Months ending March 31, 2002 and 2001 ---------------- Net Sales (16,550) Interest and Other Income -0- General and Administrative (50) Depletion, Depreciation and Amortization (4,000) Consulting & Management Fees -0- Net Income (Loss) (27,209) Oil and gas sales decreased as compared to the same period last year due primarily to the a decline in production. The recurring cash flow for the first three months of 2002 was approximately $3,500 per month. Depletion was 50% less due a decline in production and lease operating expenses were substantially more due to major repair on two wells. Management expects the upward trend in oil and gas prices to level off and hold steady at around $25.00 per Bbl.through most of 2002. This not only increases revenues and cash flow but also 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 is also seeking out possible merger opportunities. There have been several negotiations with private companies desiring to go public. In preparation for am 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. 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: April 30, 2002