UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 Commission file number DISCOVERY OIL, LTD. (Exact name of registrant as specified in its charter) DELAWARE 83-0207909 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 6127 Ramirez Canyon Road Malibu, CA (Address of principal executive offices) 90265 (Zip Code) (310) 457-1967 (Registrant's Telephone Number, Including Area Code) 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 Exchange 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 No X --- APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the issuer's classes of common stock as of June 30, 2000: 9,313,352 PART I ITEM 1 Statement of Financial Position as of September 30, 2000 and December 31, 1999 3 Statement of Operations For the Three and Nine Month Periods Ended September 30, 2000 and 1999 4 Statement of Cash Flows For the Nine Month Periods Ended September 30, 2000 and 1999 5 Notes to Financial Statements 6 Statement of Financial Position as of DISCOVERY OIL, LTD. September 30, 2000 and December 31, 1999 - --------------------- ----------------------------------------------- (Unaudited) September 30, December 31, 2000 1999 --------------- --------------- ASSETS CURRENT ASSETS - Cash $ 2,935 $ 897 --------------- --------------- TOTAL ASSETS $ 2,935 $ 897 =============== =============== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Related Party payable $ 179,587 $ 177,355 Accrued interest payable related party 264,576 249,407 --------------- --------------- Total current liabilities 444,163 426,762 --------------- --------------- STOCKHOLDERS' EQUITY Preferred stock; $1.00 par value; 5,000,000 shares authorized; no shares outstanding - - Common stock; $.01 par value; 25,000,000 shares authorized; 9,313,352 shares issued and outstanding 93,134 93,134 Discount on common stock (4,634) (4,634) Accumulated deficit (529,728) (514,365) --------------- --------------- Total stockholders' equity (441,228) (425,865) --------------- --------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,935 897 =============== =============== The accompanying notes are an integral part of these financial statements. 3 DISCOVERY OIL, LTD. Statement of Operations for the Three and Nine (UNAUDITED) Month Periods Ended September 30, 2000 and 1999 - ----------- ------------------------------------------------- September 30, 2000 September 30, 1999 -------------------------- -------------------------- Three Nine Three Nine Months Months Months Months ------------ ------------ ------------ ------------ REVENUES $ 6,501 $ 17,143 $ 4,703 $ 4,703 ------------ ------------ ------------ ------------ OPERATING EXPENSES Legal and Accounting 2,500 7,500 - - Bank Charges 50 110 30 90 Office Expense 20 94 - - Fees - 1,544 - - Telephone 1,227 4,107 153 153 Miscellaneous Expense - 150 - - Travel - 500 - - Tax & Licenses - 3,330 - - ------------ ------------ ------------ ------------ Total Operating Expenses 3,797 17,335 183 243 ------------ ------------ ------------ ------------ GAIN (LOSS) FROM OPERATIONS 2,704 (192) 4,520 4,460 ------------ ------------ ------------ ------------ OTHER EXPENSE Interest 5,068 5,068 4,999 14,999 ------------ ------------ ------------ ------------ LOSS BEFORE INCOME TAXES (2,364) (5,260) (479) (10,539) INCOME TAXES -0- -0- -0- -0- ------------ ------------ ------------ ------------ NET LOSS $ (2,364) $ (5,260) $ (479) $ (10,539) ============ ============ ============ ============= NET LOSS PER SHARE $ (NIL) $ (NIL) $ (NIL) $ (NIL) ============ ============ ============ ============= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 9,313,352 9,313,352 9,313,352 9,313,352 ============ ============ ============ ============= The accompanying notes are an integral part of these financial statements. 4 DISCOVERY OIL, LTD. Statement of Cash Flows for the Nine Month (UNAUDITED) Periods Ended September 30, 2000 and 1999 - --------------------- ------------------------------------------------ September 30, December 31, 2000 1999 --------------- --------------- CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $ (15,361) $ (10,539) Add item not requiring the use of cash: Increase in accrued interest 15,168 14,999 --------------- --------------- Net cash flows provided (used) by operating activities (193) 4,460 --------------- --------------- CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in related party payable 2,231 (4,430) --------------- --------------- Net cash flows provided (used) from financing activities 2,231 (4,430) NET INCREASE IN CASH 2,038 30 --------------- --------------- CASH AT BEGINNING OF PERIOD 897 10 --------------- --------------- CASH AT END OF PERIOD $ 2,935 $ 40 =============== =============== The accompanying notes are an integral part of these financial statements. 5 DISCOVERY OIL, LTD. (UNAUDITED) Notes to Financial Statements - ----------- -------------------------------- The financial statements of Discovery Oil, LTD. included herein, have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Although certain information normally included in financial statements prepared in accordance with generally accepted accounting principles has been condensed or omitted, Discovery Oil, LTD. believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the financial statements and notes thereto included in Discovery Oil, LTD.'s annual report on Form 10-K for the fiscal year ended December 31, 1999. The financial statements included herein reflect all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation. The results for interim periods are not necessarily indicative of trends or of results to be expected for a full year. 6 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION The Company's current liabilities increased from $438,863 to $444,163 during the quarter ended September 30, 2000. The Company's only asset, cash, increased from $1 on June 30, 2000 to $2,935 as of September 30, 2000. The Company incurred a loss of $2,364 for the quarter ended September 30, 2000. Revenues of $6,501 for the quarter were derived from royalties on oil production. The primary expense for the quarter consisted of $2,500 for accounting and $5,068 for accrued interest. 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 SECURITY HOLDERS NONE ITEM 5 OTHER INFORMATION NONE ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K NONE 7 SIGNATURES ---------- Pursuant to the requirements of Section 13 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. Discovery Oil, LTD. ------------------- (Registrant) /s/Andrew V. Ippolito Date: November 15, 2000 - -------------------------------------- ----------------------- Andrew V. Ippolito President and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities and as of the date indicated. /s/Andrew V. Ippolito Date: November 15, 2000 - -------------------------------------- ----------------------- Andrew V. Ippolito President and Director