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, 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. 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, 1997: 40,852,576 WINCO PETROLEUM CORPORATION CONDENSED BALANCE SHEET DECEMBER 31, SEPTEMBER 30, 1997 1997 (Unaudited) (Audited) ----------- ---------- ASSETS - ------ CURRENT ASSETS: Cash and short-term cash investments $ 143,999 $ 166,605 Notes and accounts receivable 100,872 69,927 Prepaid expenses and other - - ---------- ---------- TOTAL CURRENT ASSETS 244,871 236,532 INVESTMENTS IN OIL AND GAS PROPERTIES AT COST, NET (Using the full cost method of accounting) 303,031 310,031 WELL EQUIPMENT INVENTORY At Lower of Cost or Market 32,217 32,218 FURNITURE, FIXTURES AND VEHICLES At Cost, Net of Allowances for Depreciation 361 361 OTHER ASSETS 1,000 1,000 ---------- ---------- TOTAL ASSETS $ 581,480 $ 580,142 ========== ========== LIABILITIES AND STOCKHOLDERS' INVESTMENT - ---------------------------------------- CURRENT LIABILITIES: Accounts payable to stockholders and directors $ 150 $ 150 Accounts payable and accrued liabilities 46,476 44,480 ---------- ---------- TOTAL CURRENT LIABILITIES 46,626 44,630 ---------- ---------- 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 1,281,520 1,281,520 Accumulated deficit (1,053,666) (1,053,008) ---------- ---------- TOTAL STOCKHOLDERS' INVESTMENT 534,854 535,512 ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT $ 581,480 $ 580,142 ========== ========== -2- WINCO PETROLEUM CORPORATION CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED DECEMBER 31, 1997 1996 ---------- ---------- REVENUES: - --------- Oil and gas sales $ 32,188 $ 72,770 Interest income 1,366 955 ---------- ---------- 33,554 73,725 ---------- ---------- EXPENSES: - --------- Lease operating expenses 21,991 38,385 General and administrative 5,220 14,872 Depreciation, depletion and amortization 7,000 11,541 ---------- ---------- 34,211 64,798 ---------- ---------- Income (Loss) before income tax (657) 8,927 Income tax expense (benefits) - - ---------- ---------- NET INCOME (LOSS): $ (657) $ 8,927 ========== ========== NET INCOME (LOSS) PER COMMON SHARE- Primary and fully diluted $ - $ - ========== ========== WEIGHTED AVERAGE SHARES OUTSTANDING: 40,852,576 40,852,576 ========== ========== -3- WINCO PETROLEUM CORPORATION STATEMENT OF CASH FLOW THREE MONTHS ENDING DECEMBER 31, 1997 1996 ---------- ---------- Cash flows from operating activities: Net income (loss) $ (657) $ 8,927 Adjustments to reconcile net loss to net cash used in operating activities: Depreciation, depletion and amortization 7,000 11,541 Changes in current assets and current liabilities: Accounts Receivable (30,945) (1,288) Prepaid and Other Expenses - (740) Accounts Payable 1,996 16,214 ---------- ---------- Net cash provided by (used) in operating activities (22,606) 34,654 Cash flows from investing activities: Investment in oil and gas properties - (7,959) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (22,606) 26,695 Cash and Cash Equivalents at beginning of the period 166,605 97,941 ---------- ---------- Cash and Cash Equivalents at end of the period $ 143,999 $ 124,636 ========== ========== -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, 1997 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, 1997 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 1998. 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, 1997. 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 $7,000 was made for the three months ended December 31, 1997. Reserve for depreciation and depletion was $751,475 and $744,475 on December 31, 1997 and September 30, 1997, 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, 1997 and 1996. The weighted average shares outstanding for the periods ending December 31, 1997 and 1996 was 40,852,576. -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, 1997 the Company's working capital increased $6,342. Working capital increased as a result of the Company's normal operations. The Company's working capital at December 31, 1997 was $198,244. 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, 1997 - ------------------------------------------------------------------ During the three months ended December 31, 1997 oil and gas sales decreased approximately $40,852 from the comparable period in 1996, due to lower oil and gas prices and the plugging of one of the Company's wells in Wyoming during 1997. There was a corresponding decrease in lease operating expenses of $16,394 between the same periods. Interest income increased from the comparable period in 1996 due to more 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 decreased from the comparable quarter in 1996, primarily as a result of relocating the office and the timing of payments for professional fees associated with the Company's year-end reporting. -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: February 17, 1998 -8-