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, 2001
0-9295
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Commission File Number
WINCO PETROLEUM CORPORATION
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(Exact name of registrant as specified in its charter)
COLORADO 84-0794604
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation of organization)
P O BOX 342
GARDEN CITY, KANSAS 67846
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(Address of principle executive offices) (Zip Code)
(316) 275-2963
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(Registrant's telephone number. Including area code)
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(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.
X Yes No
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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, 2001: 41,152,606
WINCO PETROLEUM CORPORATION
CONDENSED BALANCE SHEET
March 31, 2001 September 30, 2000
(Unaudited) (Audited)
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ASSETS
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CURRENT ASSETS:
Cash and short-term investment $ 276,397 $ 302,799
Notes and accounts receivable - trade 26,949 25,411
Notes and accounts receivable - related party 28,701 50,665
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TOTAL CURRENT ASSETS 332,047 378,875
INVESTMENTS IN OIL AND GAS PROPERTIES
At Cost, Net (Using the full cost method of
of accounting) 160,415 180,615
FURNITURE, FIXTURES AND VEHICLES, At Cost,
Net of Allowances for Depreciation - -
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TOTAL ASSETS $ 492,462 $ 559,490
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LIABILITIES AND STOCKHOLDERS' INVESTMENT
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CURRENT LIABILITIES:
Accounts payable to stockholders,
Directors, and related parties $ 7,794 $ 19,984
Accounts payable and accrued
liabilities - 9,084
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TOTAL CURRENT LIABILITIES 7,794 29,068
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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 1,293,520 1,293,520
Accumulated deficit (1,115,249) (1,069,495)
Treasury stock ( 603) ( 603)
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TOTAL STOCKHOLDERS' INVESTMENT 484,668 530,422
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TOTAL LIABILITIES AND
STOCKHOLDERS' INVESTMENT $ 492,462 $ 559,490
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WINCO PETROLEUM CORPORATION
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
2001 2000
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REVENUES:
Oil and gas sales $ 40,521 $ 117,969
Gain on sale of assets - -
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40,521 117,969
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EXPENSES:
Lease operating expenses 22,090 59,581
General and administrative 33,181 19,492
Depreciation, depletion and
Amortization 10,100 6,522
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65,371 85,595
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Income (Loss) before income tax ( 24,850) 32,374
Income tax expense (benefit) - -
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NET INCOME (LOSS) $( 24,850) $ 32,374
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NET INCOME (LOSS) PER COMMON
SHARE - Primary and fully diluted $ - $ -
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WEIGHTED AVERAGE SHARES OUTSTANDING 41,152,606 41,152,606
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WINCO PETROLEUM CORPORATION
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
SIX MONTHS ENDED
MARCH 31,
2001 2000
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REVENUES:
Oil and gas sales $ 109,246 $ 164,843
Gain on sale of assets - -
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109,246 164,843
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EXPENSES:
Lease operating expenses 59,883 95,949
General and administrative 74,919 25,553
Depreciation, depletion and
Amortization 20,200 13,044
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155,002 134,546
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Income (Loss) before income tax ( 45,754) 30,297
Income tax expense (benefit) - -
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NET INCOME (LOSS) $( 45,754) $ 30,297
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NET INCOME (LOSS) PER COMMON
SHARE - Primary and fully diluted $ - $ -
============ ============
WEIGHTED AVERAGE SHARES OUTSTANDING 41,152,606 41,152,606
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WINCO PETROLEUM CORPORATION
STATEMENT OF CASH FLOW
SIX MONTHS ENDED MARCH 31,
2001 2000
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Cash flows from operating activities:
Net income (loss) $( 45,754) $ 30,297
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation, depletion and
amortization 20,200 13,044
Gain on sale of assets
Changes in current assets and
current liabilities:
Accounts Receivable - trade ( 1,538) 24,663
Accounts Receivable - related 21,964 -
Accounts Payable - trade ( 9,084) ( 22,577)
Accounts Payable - related ( 12,190) -
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Net cash provided (used) in
operating activities ( 26,402) 45,427
Cash flows from (used in) investing activities:
Investment in oil and gas properties - -
Purchase of common stock for Treasury - -
Proceeds from sale of oil & gas property - -
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NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS ( 26,402) 45,427
Cash and Cash Equivalents at beginning of period 302,799 273,172
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 276,397 $ 318,599
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WINCO PETROLEUM CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
CONDENSED FINANCIAL STATEMENTS
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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, 2001 and the results of operations and changes in financial
position for the three months and six months then ended. Operating
results for the three months and six months ended March 31, 2001 are not
necessarily indicative of the results that may be expected for the fiscal
year ending September 30, 2001. 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, 2000.
INVESTMENTS IN OIL AND GAS PROPERTIES
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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 $10,100 was made for the
three months ended March 31, 2001, making the provision for the six months
then ended a total of $20,200. Reserve for depreciation and depletion was
$198,380 and $178,179 on March 31, 2001 and September 30, 2000,
respectively.
EARNINGS PER SHARE
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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, 2001 and 2000. The weighted
average number shares outstanding for the periods ending March 31, 2001 and
2000 were 41,152,606.
RELATED PARTY TRANSACTIONS
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4. Oil and gas properties owned by the Company are operated by entities
considered related parties due to common 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, some 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.
PENDING MATTER
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5. The Company has signed a preliminary letter of intent to enter into a
merger agreement with an unrelated corporation. Pursuant to the terms of
such letter, the agreement anticipates the spin-off of all the existing
cash and oil and gas related assets and liabilities to a subsidiary
corporation, which will continue to be owned by the Company's existing
shareholders in the same proportions as of record at the time of such
spin-off. Subsequent to the spin-off, the Company will merge with the
other party, a corporation involved in the computer industry, and the
existing shareholders of the Company will be diluted to approximately
7.5% ownership of the merged company.
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WINCO PETROLEUM CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
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During the three and six months ended March 31, 2001, the Company's working
capital decreased $14,750 and 25,554, respectively. Working capital
decreased as a result of higher than usual general and administrative
expenses, due primarily to legal and accounting costs associated with the
Company's pending merger. The Company's working capital at March 31, 2001
was $324,253.
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 PERIODS ENDED MARCH 31, 2001
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During the three and six months ended March 31, 2001, oil and gas sales
decreased approximately $77,448 and $55,597, respectively, from the
comparable periods in 2000. The decrease in sales resulted from increased
down time on many of the leases, due to more weather-related problems in
operations and less accessibility to the leases, also as a result of
weather conditions. There was a corresponding decrease in lease operating
expenses of $37,491 and $36,066, respectively for the same periods.
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 expenses increased by $13,689 and $49,366,
respectively, from the comparable periods in 2000. This increase resulted
primarily from costs associated with the Company's pending merger,
including increases in audit and legal of $13,637 and $39,238,
respectively, and SEC filing services of $3,307 and $7,627, respectively.
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WINCO PETROLEUM CORPORATION
PART II
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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
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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
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Cecil O'Brate, President
Dated: April 25, 2001
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