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 - June 30, 1997 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 P.O. BOX 342 GARDEN CITY, KANSAS 67846 - --------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (316) 275-2963 --------------------------------------------------- (Registrant's telephone number, including area code) N/A -------------------------------------------------------------------- (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. Yes X 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 June 30, 1997: 40,852,576 WINCO PETROLEUM CORPORATION CONDENSED BALANCE SHEET NINE MONTHS ENDED YEAR ENDED JUNE 30, SEPTEMBER 30, 1997 1996 (UNAUDITED) (AUDITED) ---------- ---------- ASSETS - ------ CURRENT ASSETS: Cash and short-term cash investments $ 258,873 $ 97,941 Notes and accounts receivable 64,016 82,170 Prepaid expenses and other 4,908 6,389 ---------- ---------- TOTAL CURRENT ASSETS 327,797 186,500 INVESTMENTS IN OIL AND GAS PROPERTIES AT COST, NET (Using the full cost method of accounting) 216,320 248,340 WELL EQUIPMENT INVENTORY At Lower of Cost or Market 31,947 53,476 FURNITURE, FIXTURES AND VEHICLES At Cost, Net of Allowances for Depreciation 657 1,000 OTHER ASSETS 1,000 1,000 ---------- ---------- TOTAL ASSETS $ 577,721 $ 490,316 ========== ========== LIABILITIES AND STOCKHOLDERS' INVESTMENT - ---------------------------------------- CURRENT LIABILITIES: Accounts payable to stockholders and directors $ 150 $ 150 Accounts payable and accrued liabilities 36,587 37,856 ---------- ---------- TOTAL CURRENT LIABILITIES 36,737 38,006 ---------- ---------- STOCKHOLDERS' INVESTMENT Common stock, no par value; 50,000,000 shares authorized; 40,852,576 shares issued and outstanding 307,000 307,000 Additional paid in capital 1,260,920 1,260,920 Accumulated deficit (1,026,936) (1,115,610) ---------- ---------- TOTAL STOCKHOLDERS' INVESTMENT 540,984 452,310 ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT $ 577,721 $ 490,316 ========== ========== -2- WINCO PETROLEUM CORPORATION CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED JUNE 30, 1997 1996 ---------- ---------- REVENUES: - --------- Oil and gas sales $ 61,793 $ 31,867 Interest income 629 1,197 Gain on sale of reserves 76,463 -- ---------- ---------- 138,885 33,064 ---------- ---------- EXPENSES: - --------- Lease operating expenses 26,577 16,813 General and administrative 19,315 19,335 Depreciation, depletion and amortization 11,370 9,469 ---------- ---------- 57,262 45,617 ---------- ---------- Income (Loss) before income tax 81,623 (12,553) Income tax expense (benefits) -- -- ---------- ---------- NET INCOME (LOSS): $ 81,623 $ (12,553) ========== ========== NET INCOME (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 NINE MONTHS ENDED JUNE 30, 1997 1996 ---------- ---------- Cash flows from operating activities: Net income (loss) $ 88,674 $ (41,278) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation, depletion and amortization 34,453 18,849 Changes in current assets and current liabilities: Accounts Receivable (18,154) (27,824) Prepaid and Other Expenses (1,481) 1,909 Accounts Payable 1,269 12,089 ---------- ---------- Net cash provided by (used) in operating activities 104,761 (36,255) Cash flows from investing activities: Investment in oil and gas properties 56,171 (1,125) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 160,932 (37,380) Cash and Cash Equivalents at beginning of the period 97,941 155,911 ---------- ---------- Cash and Cash Equivalents at end of the period $ 258,873 $ 118,531 ========== ========== -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 June 30, 1997 and the results of operations and changes in financial position for the nine months then ended. Operating results for the nine months ended June 30, 1997 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 $34,453 was made for the nine months ended June 30, 1997. Reserve for depreciation and depletion was $1,019,420 and $984,811 on June 30, 1997 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 nine month period ended June 30, 1997 and 1996. The weighted average shares outstanding for the period ending June 30, 1997 and 1996 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 nine months ended June 30, 1997 the Company's working capital increased $92,994. 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 sale of some of the Company's reserves and equipment in Wyoming. The Company's working capital at June 30, 1997 was $291,060. The Company intends to utilize these 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 SIX MONTHS ENDED JUNE 30, 1997 - ------------------------------------------------------------ During the nine months ended June 30, 1997 oil and gas sales increased approximately $29,926 from the comparable period in 1996 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 $9,764 between the same periods. Interest income decreased from the comparable period in 1996 due to less cash invested during the period. 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 1996, primarily as a result of costs associated with the annual audit and SEC filing requirements, which appeared in the quarter ending March 31, 1996 for last year. -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: December 29, 1997 -8-