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, 1999 0-9295 ---------------------------------- Commission File Number WINCO PETROLEUM CORPORATION ----------------------------------------------------- (Exact name of registrant as specified in its charter) COLORADO 84-0794604 - ------------------------------- --------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation of organization) P O BOX 342 GARDEN CITY, KANSAS 67846 ---------------------------------------- ------------ (Address of principle executive offices) (Zip Code) (316) 275-2963 --------------------------------------------------- (Registrant's telephone number. Including area code) ----------------------------------------------------------------- (Former name, former address, former fiscal year if changed 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. _____ Yes _____ No INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASS 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, 1999: 40,852,576 WINCO PETROLEUM CORPORATION CONDENSED BALANCE SHEET March 31, 1999 September 30, 1998 (Unaudited) (Audited) -------------- ------------------ ASSETS - ------ CURRENT ASSETS: Cash and short-term investment $ 327,199 $ 328,202 Notes and accounts receivable 38,298 38,298 Prepaid expenses and other - - ----------- ----------- TOTAL CURRENT ASSETS 365,497 366,500 INVESTMENTS IN OIL AND GAS PROPERTIES At Cost, Net (Using the full cost method of of accounting) 163,785 172,800 FURNITURE, FIXTURES AND VEHICLES, At Cost, Net of Allowances for Depreciation 361 361 OTHER ASSETS 1,000 1,000 ----------- ----------- TOTAL ASSETS $ 530,643 $ 540,661 =========== =========== LIABILITIES AND STOCKHOLDERS' INVESTMENT - ---------------------------------------- CURRENT LIABILITIES: Accounts payable to stockholders and directors $ 150 $ 150 Accounts payable and accrued liabilities 20,858 20,858 ----------- ----------- TOTAL CURRENT LIABILITIES 21,008 21,008 ----------- ----------- STOCKHOLDERS' INVESTMENT Common stock, no par value; 50,000,000 shares authorized; 23,000,000 shares issued and outstanding 307,000 307,000 Additional paid in capital 1,288,500 1,288,500 Accumulated deficit (1,054,248) (1,044,555) Treasury stock ( 31,637) ( 31,312) ----------- ----------- TOTAL STOCKHOLDERS' INVESTMENT 509,643 519,653 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT $ 530,643 $ 540,661 =========== =========== WINCO PETROLEUM CORPORATION CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED MARCH 31, 1999 1998 ----------- ------------ REVENUES: Oil and gas sales $ 9,361 $ 27,804 Interest income 2,455 2,558 Gain on sale of assets - 211,978 ----------- ----------- 11,816 242,340 ----------- ----------- EXPENSES: Lease operating expenses 8,327 30,313 General and administrative 1,186 6,617 Depreciation, depletion and Amortization 4,507 15,784 ----------- ----------- 14,020 52,714 ----------- ----------- Income (Loss) before income tax ( 2,204) 189,626 Income tax expense (benefit) - - ----------- ----------- NET INCOME (LOSS) $( 2,204) $ 189,626 =========== =========== NET INCOME (LOSS) PER COMMON SHARE - Primary and fully diluted $ - $ - =========== =========== WEIGHTED AVERAGE SHARES OUTSTANDING 40,852,576 40,852,576 =========== =========== WINCO PETROLEUM CORPORATION STATEMENT OF CASH FLOW SIX MONTHS ENDING MARCH 31, 1999 1998 ----------- ----------- Cash flows from operating activities: Net income (loss) $( 9,643) $ 188,968 Adjustments to reconcile net loss to net cash used in operating activities: Depreciation, depletion and amortization 9,015 22,784 Gain on sale of assets ( 211,978) Changes in current assets and current liabilities: Accounts Receivable - ( 34,429) Accounts Payable - 19,237 ----------- ----------- Net cash provided (used) in operating activities ( 678) ( 15,418) Cash flows from (used in) investing activities: Investment in oil and gas properties - - Purchase of common stock for Treasury ( 125) ( 30,750) Proceeds from sale of Wyoming oil & gas property - 211,978 ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ( 803) 165,810 Cash and Cash Equivalents at beginning of period 328,202 166,605 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 327,199 $ 332,415 =========== =========== WINCO PETROLEUM CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) CONDENSED FINANCIAL STATEMENTS - ------------------------------ 1. The accompanying, unaudited 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, 1999 and the results of operations for the three months then ended and changes in financial position for the six months then ended. Operating results for the three months ended March 31, 1999 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 1999. 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, 1998. 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 by the Company and independent engineers. A provision of $4,507 was made for the three months ended March 31, 1999. Reserve for depreciation and depletion was $98,395 and $89,380 on March 31, 1999 and September 30, 1998, 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, 1999 and 1998. The weighted average number shares outstanding for the periods ending March 31, 1999 and 1998 was 40,852,576. 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, 1999, the Company's working capital increased $2,103. Working capital increased as a result of the Company's normal operations. The Company's working capital at March 31, 1999 was $344,489. The Company intends to utilize funds to purchase producing properties. The Company also may 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, 1999 - --------------------------------------------------------------- During the three months ended March 31, 1999 oil and gas sales decreased approximately $18,443 from the comparable period in 1998. Due to low oil prices the Company decided to restrict production and sales until prices improve. There was a corresponding decrease in lease operating expenses of $21,986 between the same periods. Interest income increased from the comparable period in 1998 due to more cash available for investment. Due to net operating loss carry forward and tax credits available for financial and tax reporting purposes, the Company does not expect any significant income tax effects in the current year. General and administrative expense decreased from the comparable quarter in 1998, by $5,431, primarily as a result of restricted oil and gas operations. WINCO PETROLEUM CORPORATION PART II - ------- 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 SECURITIES HOLDERS None ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K None 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/ CECIL O'BRATE ----------------------------------- Cecil O'Brate, President Dated: December 30, 1999