SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 10 or 15(d) of the
Securities Exchange Act of 1934
JANUARY 1, 1998
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Date of Report (date of earliest event reported)
WINCO PETROLEUM CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
COLORADO 0-9295 84-0794604
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification Number)
3118 CUMMINGS
GARDEN CITY, KANSAS 67846
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(Address of Principal Executive Offices
Including Zip Code)
(316) 275-2963
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(Registrant's telephone number,
including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant
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N/A
Item 2. Acquisition or Disposition of Assets
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Effective January 1, 1998, pursuant to a letter of understanding
dated January 2, 1998, Winco Petroleum Corp ("Winco") sold all of
its remaining oil and gas producing leases in the state of Wyoming,
with the exception of its leasehold interest in the Madsen 12-9.
The sale was to Sunshine Valley Petroleum Corp., an unaffiliated
entity who operates a number of wells in the Wyoming area. The
sale included all of Winco's interest, leasehold and equipment
in the Gregg Federal #1, Patrick Walsh #1, Pearl Unit #1-A,
Ireton #1-15 and Bittern Federal #1. The Madsen property was not
included as management believes this property is operated
efficiently by another Wyoming operator who has a minor interest
in the lease.
This sale resulted in net proceeds to Winco of $211,978. After
deduction of all costs and credits contained in this full cost
pool under Winco's over-all or single cost center, which costs
totaled $73,516, the sale resulted in a net gain of $138,462.
This gain was recorded along with adjustments to well
equipment inventories for a net credit of $106,245 on Winco's
financial statements. The sale was negotiated at terms which
Winco believed represented the present value of anticipated
future net cash flows at a reasonable rate of return.
Sale and transfer of these Wyoming properties reduced Winco's
total revenues from the sale of oil and gas. It is the intent of
Winco management to purchase additional oil and gas properties in
the mid-continent area, most likely Kansas, where Winco's operations
are concentrated. It is management's opinion that better
production results will be be obtained from properties that
are more readily supervised and operated by Winco.
Item 3. Bankruptcy or Receivership
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N/A
Item 4. Changes in Registrant's Certifying Accountants
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N/A
Item 5. Material Events
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N/A
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Item 6. Resignations of Registrant's Directors
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N/A
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of Business Acquired. None
(b) Pro Forma Financial Information.
WINCO PETROLEUM CORPORATION
PROFORMA CONDENSED BALANCE SHEETS
With January 1998 Sale of Properties
As Of December 31, 1997
Reported Pro Forma Adj Pro Forma
ASSETS
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CURRENT ASSETS:
Cash and cash equivalents $ 143,999 $ 211,978 $ 355,977
Notes and accounts receivable 100,872 100,872
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TOTAL CURRENT ASSETS 244,871 211,978 456,849
INVESTMENTS IN OIL AND GAS PROPERTIES
At Cost, Net (Using the full cost
method of accounting) 303,031 (73,516) 229,515
FURNITURE, FIXTURES AND VEHICLES, At 361 361
Cost, Net of Allowances for Depreciation
OTHER ASSETS
Well equipment inventory 32,217 (32,217) 0
Other assets 1,000 1,000
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TOTAL ASSETS $ 581,480 $ 106,245 $ 687,725
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable to directors $ 150 $ $ 150
Accounts payable and accrued expenses 46,476 46,476
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TOTAL CURRENT LIABILITIES 46,626 0 46,626
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STOCKHOLDERS' EQUITY
Common stock, no par value;
50,000,000 share autorized
40,852,606 shares issued and outsanding 307,000 307,000
Additional paid in capital 1,281,520 1,281,520
Accumulated deficit (1,053,666) 106,245 (947,421)
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TOTAL STOCKHOLDERS' EQUITY 534,854 106,245 641,099
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 581,480 $ 106,245 $ 687,725
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WINCO PETROLEUM CORPORATION
PROFORMA CONDENSED STATEMENTS OF OPERATIONS
With January 1998 Sale of Properties
Three Months Ended December 31, 1997
Reported Pro Forma Adj Pro Forma
REVENUES:
Oil and gas sales $ 32,188 $ (14,109) $ 18,079
Interest income 1,366 1,366
Gain on sale of assets
Other
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33,554 (14,109) 19,445
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EXPENSES:
lease operating expenses 21,991 (8,150) 13,841
General and administrative 7,000 7,000
Depreciation, depletion and amortization 5,220 5,220
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34,211 (8,150) 26,061
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Income (Loss) before income tax (657) (5,959) (6,616)
Income tax expense (benefit)
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NET INCOME (LOSS) $ (657) $ (5,959) $ (6,616)
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NET INCOME (LOSS) PER COMMON
SHARE -Primary and fully diluted $ 0 $ 0 $ 0
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WEIGHTED AVERAGE SHARES OUTSANDING 40,852,576 40,852,576 40,852,576
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WINCO PETROLEUM CORPORATION
PROFORMA CONDENSED STATEMENTS OF OPERATIONS
With January 1998 Sale of Properties
Fiscal Year Ended September 30, 1997
Reported Pro Forma Adj Pro Forma
REVENUES:
Oil and gas sales $ 227,300 $ (59,355) $ 167,945
Interest income 3,251 3,251
Gain on sale of assets 43,811 43,811
Other 11,345 11,345
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285,707 (59,355) 226,352
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EXPENSES:
lease operating expenses 108,230 (30,939) 77,291
General and administrative 86,741 86,741
Depreciation, depletion and amortization 28,134 (7,133) 21,001
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223,105 (38,072) 185,033
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Income (Loss) before income tax 62,602 (21,283) 41,319
Income tax expense (benefit)
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NET INCOME (LOSS) $ 62,602 $ (21,283) $ 41,319
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NET INCOME (LOSS) PER COMMON
SHARE -Primary and fully diluted $ 0 $ 0 $ 0
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WEIGHTED AVERAGE SHARES OUTSANDING 40,852,576 40,852,576 40,852,576
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(c) Exhibits:
10.2 Letter of Understanding
SIGNATURES
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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 hereunto duly authorized.
WINCO PETROLEUM CORPORATION
Dated: January 23, 2001 By: /s/ Daniel L. Dalke
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Daniel L. Dalke
Chief Financial Officer
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