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 - December 31, 1996 0-9295 ---------------------- Commission File Number WINCO PETROLEUM CORPORATION ----------------------------------------------------- (Exact name of registrant as specified in its charter) Colorado 84-0794604 - ------------------------------- --------------------------------------- (State of other jurisdiction of (I.R.S. Employer Identification number) incorporation of organization 1645 Court Place, Suite 312 Denver, Colorado 80202 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (303) 623-9095 --------------------------------------------------- (Registrant's telephone number, including area code) ---------------------------------------------------------- (Former name, former address, former fiscal year if change 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 ------ ------ Indicate 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. Class: Common Stock, No par value Outstanding as of December 31, 1996: 40,852,576 WINCO PETROLEUM CORPORATION CONDENSED BALANCE SHEET DECEMBER 31, SEPTEMBER 30, 1996 1996 (Unaudited) (Audited) ------------ ------------- ASSETS - ------ CURRENT ASSETS: - -------------- Cash and short-term cash investments $ 124,636 $ 97,941 Notes and accounts receivable 80,882 82,170 Prepaid expenses and other 5,649 6,389 ---------- ---------- TOTAL CURRENT ASSETS $ 211,167 $ 186,500 INVESTMENTS IN OIL AND GAS PROPERTIES AT COST, NET (Using the full cost method of accounting) 238,088 248,340 WELL EQUIPMENT INVENTORY AT LOWER OF COST OR MARKET 31,947 53,476 FURNITURE, FIXTURES AND VEHICLES AT COST, Net of allowances for depreciation 828 1,000 OTHER ASSETS 1,000 1,000 ---------- ---------- $ 483,030 $ 490,316 ========== ========== LIABILITIES AND STOCKHOLDERS' INVESTMENT - ---------------------------------------- CURRENT LIABILITIES: - ------------------- Accounts payable to stockholders and directors $ 75 $ 150 Accounts payable and accrued liabilities 21,717 37,856 ---------- ---------- TOTAL CURRENT LIABILITIES $ 21,792 $ 38,006 ---------- ---------- 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 1,260,920 1,260,920 Accumulated deficit (1,106,682) (1,115,610) ---------- ---------- TOTAL STOCKHOLDERS' EQUITY $ 461,238 $ 452,310 ---------- ---------- $ 483,030 $ 490,316 ========== ========== -2- WINCO PETROLEUM CORPORATION CONDENSED STATEMENT OF EARNINGS (UNAUDITED) THREE MONTHS ENDED DECEMBER 31, 1996 1995 ----------- ----------- REVENUES: - -------- Oil and gas sales $ 72,770 $ 26,483 Interest income 955 1,214 ---------- ---------- $ 73,725 $ 27,697 EXPENSES: - -------- Lease operating expenses 38,385 20,664 General and administrative 14,872 12,979 Depreciation, depletion and amortization 11,541 3,330 ---------- ---------- $ 64,798 $ 36,973 Loss before income tax 8,927 (9,276) Income tax expense (benefits) $ -- $ -- ---------- ---------- NET PROFIT (LOSS): $ 8,927 $ (9,276) - ----------------- ========== ========== NET PROFIT (LOSS) PER COMMON SHARE: - ----------------------------------- Primary and fully diluted $ -- $ -- ========== ========== WEIGHTED AVERAGE SHARES OUTSTANDING: 40,852,576 23,000,000 - ----------------------------------- ========== ========== -3- WINCO PETROLEUM CORPORATION STATEMENT OF CASH FLOW THREE MONTHS ENDED DECEMBER 31, 1996 1995 ------------ ------------- Cash flows from operating activities Net profit (loss) $ 8,927 $ (9,276) Adjustment to reconcile net profit (loss) to net cash used in operating activities: Depreciation, depletion and amortization 11,541 3,550 Changes in current assets and current liabilities: Accounts receivable (1,288) 5,949 Prepaid and other expenses (740) 742 Accounts payable 16,214 (8,278) ---------- ---------- Net cash provided by (used) in operating activities 34,654 (7,313) Cash flows from investing activities: Investment in oil and gas properties (7,959) 394 ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 26,695 (6,919) Cash and cash equivalents at beginning of the period 97,941 155,911 ---------- ---------- Cash and cash equivalents at end of the period $ 124,636 $ 148,992 ========== ========== -4- WINCO PETROLEUM CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) CONDENSED FINANCIAL STATEMENTS - ------------------------------ 1. The accompanying, unaudited, condensed 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 December 31, 1996 and the results of operations and changes in financial position for the three months then ended. Operating results for the three months ended December 31, 1996 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 1997. 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, 1996. 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 annually by the Company and independent engineers. A provision of $11,541 was made for the three months ended December 31, 1996. Reserve for depreciation and depletion was $996,181 and $984,811 on December 31, 1996 and September 30, 1996 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 December 31, 1996 and 1995. The weighted average shares outstanding for the period ending December 31, 1996 and 1995 was 40,852,576 and 23,000,000 shares, respectively. -5- WINCO PETROLEUM CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- During the three months ended December 31, 1996 the Company's working capital increased $40,881. Working capital increased as a result of improved oil and gas sales due to the Company's acquisition of additional interests in oil and gas properties and better prices. The Company's working capital at December 31, 1996 was $89,375. 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 DECEMBER 31, 1996 - ------------------------------------------------------------------ During the three months ended December 31, 1996 oil and gas sales increased approximately $46,287 from the comparable period in 1995 due to additional production from the interests in four (4) oil leases acquired by the Company and improved oil and gas prices. There was a corresponding increase in lease operating expenses of $17,951 between the same periods. Interest income decreased from the comparable period in 1995 due to less cash available for investment. Due to net operating loss carry forward and the tax credits available for financial reporting and tax reporting purposes, the Company does not expect any significant income tax effects in the current year. General and administrative expense increased from the comparable quarter in 1995, primarily as a result of costs associated with the distribution of Notice and Proxy to the shareholders. -6- 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 -7- 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: April 30, 1997 -8-