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, 2000 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 34 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, 2000: 41,152,606 WINCO PETROLEUM CORPORATION CONDENSED BALANCE SHEET March 31, 2000 September 30, 1999 (Unaudited) (Audited) -------------- ------------------ ASSETS - ------ CURRENT ASSETS: Cash and short-term investment $ 318,599 $ 273,172 Notes and accounts receivable - trade 29,529 28,127 Notes and accounts receivable - related party 22,905 48,970 ---------- ---------- TOTAL CURRENT ASSETS 371,033 350,269 INVESTMENTS IN OIL AND GAS PROPERTIES At Cost, Net (Using the full cost method of of accounting) 207,946 220,989 FURNITURE, FIXTURES AND VEHICLES, At Cost, Net of Allowances for Depreciation - - OTHER ASSETS 1,000 1,000 ---------- ---------- TOTAL ASSETS $ 579,979 $ 572,258 ========== ========== LIABILITIES AND STOCKHOLDERS' INVESTMENT - ---------------------------------------- CURRENT LIABILITIES: Accounts payable to stockholders, Directors, and related parties $ 150 $ 35,447 Accounts payable and accrued liabilities 15,054 2,334 ---------- ---------- TOTAL CURRENT LIABLITIES 15,204 37,781 ---------- ---------- STOCKHOLDERS' INVESTMENT Common stock, no par value; 500,000,000 shares authorized; 41,152,606 shares issued and outstanding 307,000 307,000 Additional paid in capital 1,292,920 1,292,920 Accumulated deficit (1,002,858) (1,033,156) Treasury stock ( 32,287) ( 32,287) ---------- ---------- TOTAL STOCKHOLDERS' INVESTMENT 564,775 534,477 ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT $ 579,979 $ 572,258 ========== ========== WINCO PETROLEUM CORPORATION CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) Three Months Ended March 31, 2000 1999 -------------- -------------- REVENUES: Oil and gas sales $ 117,969 $ 9,361 Interest income - 2,455 Gain on sale of assets - - ---------- ---------- 117,969 11,816 ---------- ---------- EXPENSES: Lease operating expenses 59,581 8,327 General and administrative 19,492 1,186 Depreciation, depletion and Amortization 6,522 4,507 ---------- ---------- 85,595 14,020 ---------- ---------- Income (Loss) before income tax 32,374 ( 2,204) Income tax expense (benefit) - - ---------- ---------- NET INCOME (LOSS) $ 32,374 $( 2,204) ========== ========== NET INCOME (LOSS) PER COMMON SHARE - Primary and fully diluted $ - $ - ========== ========== WEIGHTED AVERAGE SHARES OUTSTANDING 41,152,606 41,152,606 ========== ========== WINCO PETROLEUM CORPORATION CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) Six Months Ended March 31, 2000 1999 -------------- -------------- REVENUES: Oil and gas sales $ 164,843 $ 9,585 Interest income - 4,263 Gain on sale of assets - - ---------- ---------- 164,843 13,848 ---------- ---------- EXPENSES: Lease operating expenses 95,949 8,357 General and administrative 25,553 6,119 Depreciation, depletion and Amortization 13,044 9,015 ---------- ---------- 134,546 23,491 ---------- ---------- Income (Loss) before income tax 30,297 ( 9,643) Income tax expense (benefit) - - ---------- ---------- NET INCOME (LOSS) $ 30,297 $( 9,643) ========== ========== NET INCOME (LOSS) PER COMMON SHARE - Primary and fully diluted $ - $ - ========== ========== WEIGHTED AVERAGE SHARES OUTSTANDING 41,152,606 41,152,606 ========== ========== WINCO PETROLEUM CORPORATION STATEMENT OF CASH FLOW Six Months Ended March 31, 2000 1999 -------------- -------------- Cash flows from operating activities: Net income (loss) $ 30,297 $ ( 9,643) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation, depletion and amortization 13,044 9,015 Gain on sale of assets Changes in current assets and current liabilities: Accounts Receivable 24,663 - Accounts Payable ( 22,577) - ---------- ---------- Net cash provided (used) in operating activities 45,427 ( 678) Cash flows from (used in) investing activities: Investment in oil and gas properties - - Purchase of common stock for Treasury ( 125) Proceeds from sale of oil & gas property - - ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 45,427 ( 803) Cash and Cash Equivalents at beginning of period 273,172 328,202 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 318,599 $ 327,199 ========== ========== 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, 2000 and the results of operations for the three and six months then ended and changes in cash flow for the six months then ended. Operating results for the three and six months ended March 31, 2000 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2000. 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, 1999. 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. Provisions of $6,522 and $11,044 were made for the three and six months ended March 31, 2000. Reserve for depreciation and depletion was $128,513 and $115,469 on March 31, 2000 and September 30, 1999, 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 and six month periods ended March 31, 2000 and 1999. The weighted average number shares outstanding for the periods ending March 31, 2000 and 1999 was 41,152,606. RELATED PARTY TRANSACTIONS - -------------------------- 2. Oil and gas properties owned by the Company are operated by entities considered related parties due to ownership and management by directors and officers of the Company. Operation by such parties are on the same basis as outside third party operators. As a result of such operations, proceeds from revenues are usually in process of distribution resulting in amounts considered receivable. Similarly, charges for costs of operation of the Company's properties are usually in process of billing and payment resulting in amounts considered payable. WINCO PETROLEUM CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- During the three and six months ended March 31, 2000, the Company's working capital increased $38,896 and $43,341, respectively. Working capital increased as a result of the Company's normal operations. The Company's working capital at March 31, 2000 was $355,829. 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, 2000 - --------------------------------------------------------------- During the three months ended March 31, 2000, oil and gas sales increased approximately $108,608 from the comparable period in 1999. The increase in sales resulted from the additional production from properties purchased in the prior year and improved oil prices. There was a corresponding increase in lease operating expenses of $51,254 between the same periods. General and administrative expense increased from the comparable quarter in 1999, by $18,306, for audit and legal costs associated with the Company's reporting requirements. Interest income decreased from the comparable period in 1999 due to movement of cash balances to a non-interest-bearing account for purposes of anticipated purchases. 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. 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: May 15, 2000