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, 1998 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) ------------------------------------------------ (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 March 31, 1998: 40,852,576 WINCO PETROLEUM CORPORATION CONDENSED BALANCE SHEET MARCH 31, SEPTEMBER 30, 1998 1997 (UNAUDITED) (AUDITED) ---------- --------- ASSETS - ------ CURRENT ASSETS: Cash and short-term cash investments $ 332,415 $ 166,605 Notes and accounts receivable 104,355 69,927 Prepaid expenses and other - - ---------- ---------- TOTAL CURRENT ASSETS 436,770 236,532 INVESTMENTS IN OIL AND GAS PROPERTIES At Cost, Net (Using the full cost method of accounting) 287,247 310,031 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 $ 757,595 $ 580,142 ========== ========== LIABILITIES AND STOCKHOLDERS' INVESTMENT - ---------------------------------------- CURRENT LIABILITIES: Accounts payable to stockholders and directors $ 14,720 $ 150 Accounts payable and accrued liabilities 49,146 44,480 ---------- ---------- TOTAL CURRENT LIABILITIES 63,866 44,630 ---------- ---------- STOCKHOLDERS' INVESTMENT Common stock, no par value; 500,000,000 shares authorized; 40,852,576 shares issued and outstanding 307,000 307,000 Additional paid in capital 1,281,520 1,281,520 Accumulated deficit (864,041) (1,053,008) Treasury stock (30,750) - ---------- ---------- TOTAL STOCKHOLDERS' INVESTMENT 693,729 535,512 ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT $ 757,595 $ 580,142 ========== ========== -2- WINCO PETROLEUM CORPORATION CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) SIX MONTHS ENDED MARCH 31, 1998 1997 ---------- ---------- REVENUES: - -------- Oil and gas sales $ 27,804 $ 50,429 Interest income 2,558 471 Gain on sale of assets 211,978 - ---------- ---------- 242,340 50,900 ---------- ---------- EXPENSES: - -------- Lease operating expenses 30,313 33,866 General and administrative 6,617 7,370 Depreciation, depletion and amortization 15,784 11,542 ---------- ---------- 52,714 52,778 ---------- ---------- Income (Loss) before income tax 189,626 (1,878) Income tax expense (benefit) - - ---------- ---------- NET INCOME (LOSS): $ 189,626 $ (1,878) ========== ========== 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 SIX MONTHS ENDED MARCH 31, 1998 1997 ---------- ---------- Cash flows from operating activities: Net income (loss) $ 188,968 $ 7,049 Adjustments to reconcile net loss to net cash used in operating activities: Depreciation, depletion and amortization 22,784 23,083 Gain on sale of assets (211,978) - Changes in current assets and current liabilities: Accounts Receivable (34,429) (7,608) Prepaid and Other Expenses - (1,481) Accounts Payable 19,237 20,017 ---------- ---------- Net cash provided by (used) in operating activities (15,418) 41,060 Cash flows from investing activities: Investment in oil and gas properties - (2,416) Proceeds from sale of Wyoming oil & gas properties 211,978 - Purchase of common stock for treasury (30,750) - ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 165,810 38,644 CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD 166,605 97,941 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF THE PERIOD $ 332,415 $ 136,585 ========== ========== -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 March 31, 1998 and the results of operations and changes in financial position for the six months then ended. Operating results for the six months ended March 31, 1998 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 $15,784 was made for the six months ended March 31, 1998. Reserve for depreciation and depletion was $69,282 and $784,475 on March 31, 1998 and September 30, 1997, respectively. Effective January 1, 1998, the Company sold all of its interest in the Wyoming wells, which had been operated by the Company. As such wells represented a significant portion of the Company's operating activity, the transaction was treated as a sale of a business segment and the related costs and accumulated depletion and depreciation have been removed, with the resulting gain reflected in the statement of operations. 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 six month period ended March 31, 1998 and 1997. The weighted average shares outstanding for the period ending March 31, 1998 and 199 was 40,852,576 and 40,852,576 shares, respectively. -5- WINCO PETROLEUM CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- During the six months ended March 31, 1998, the Company's working capital increased $174,659, primarily as a result of the sale of the Wyoming properties. The Company's working capital at March 31, 1998 was $372,904. 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. The Company elected to buy back some of its outstanding common stock. As of March 31, 1998, the Company had purchased a total of 1,229,985 shares at a cost of $30,750, which is reflected on the Balance Sheet as Treasury Stock. RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED MARCH 31, 1998 - ------------------------------------------------------------- During the six months ended March 31, 1998 oil and gas sales decreased approximately $22,625 from the comparable period in 1997, due to lower oil and gas prices, the plugging of one of the Company's wells in Wyoming during 1997 and the sale of all the Company's operated wells in Wyoming. Lease operating expenses did decrease also, but only modestly as operating expenses on the wells sold were generally not very high and there were some extra costs on one of the remaining wells as a result of a workover. Interest income increased from the comparable period in 1997 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 expenses were consistent with the comparable quarter in 1997. -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 27, 1998 -8-