OAKRIDGE ENERGY INC
10QSB, 1997-01-14
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>   1
                    U.S. Securities and Exchange Commission
                            Washington, D.C.  20549

                                  FORM 10-QSB
 (Mark One)

             [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended November 30, 1996.

             [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

               For the transition period from _______ to _______.

                         Commission file number 0-8532

                             OAKRIDGE ENERGY, INC.
       (Exact name of small business issuer as specified in its charter)

              Utah                                               87-0287176
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                             4613 Jacksboro Highway
                           Wichita Falls, Texas 76302
                    (Address of principal executive offices)

                                 (817) 322-4772
                          (Issuer's telephone number)

                                 Not Applicable
       (Former name, former address and former fiscal year, if changed
                             since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [   ]

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
YES [ X ]      NO [   ]

The number of shares outstanding of each of the issuer's classes of common
equity, as of November 30, 1996: Common Stock, $.04 par value - 5,102,270
shares

Transitional Small Business Disclosure Format (check one);
YES [   ]      NO [ X ]
<PAGE>   2
                                     INDEX

<TABLE>
<CAPTION>
                                                                                     Page #
                                                                                     ------
<S>                                                                                  <C>
Part I - Financial Information

        1.  Financial Statements:

              Condensed Balance Sheets at
                      February 29, 1996 and November 30, 1996                             1
              
              Condensed Statements of Operations
                      For the Three Months Ended November 30, 1995 and 1996 and
                      for the Nine Months Ended November 30, 1995 and 1996                2
              
              Statements of Cash Flows
                      For the Nine Months Ended November 30, 1995 and 1996                3
              
              Notes to Condensed Financial Statements                                     4
              
        2.  Management's Discussion and Analysis or Plan of Operation                     6

Part II - Other Information

        6.  Exhibits and Reports on Form 8-K                                              9

Signatures                                                                               10
</TABLE>



                                     (i)
<PAGE>   3
                         Part I - Financial Information
Item 1. Financial Statements.
                             Oakridge Energy, Inc.
                            CONDENSED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                                                              As of                As of
                                                                                  February 29, 1996    November 30, 1996
                                                                                  ------------------   ------------------
<S>                                                                                 <C>                  <C>         
Current assets:                                                                                          (Unaudited)
   Cash and cash equivalents                                                       $     44,300         $     83,587 
   Trade accounts receivable                                                            314,717              394,719 
   Other receivables                                                                     45,327               66,123 
   Investment securities (note 3)                                                     2,506,448            2,939,382 
   Current maturities of long-term notes receivable                                       4,395                4,666 
   Federal income tax receivable                                                        528,618              860,913 
   Prepaid expenses and other                                                            26,675               10,315 
                                                                                   ------------         ------------
         Total current assets                                                         3,470,480            4,359,705 
                                                                                   ------------         ------------
                                                                                                                     
Investment securities (note 3)                                                        2,055,136            1,547,544 
                                                                                                                     
Long-term notes receivable, net of current maturities                                    32,654               29,120 
                                                                                                                     
Oil and gas properties, at cost using the successful efforts method of                                               
    accounting, net of accumulated depletion and depreciation of                                                     
   $2,156,926 on February 29, 1996 and $2,630,432 on November 30, 1996                1,943,997            2,939,676 
                                                                                                                     
Coal and gravel properties, net of accumulated depletion and depreciation                                            
   of $8,316,008 on February 29, 1996 and $8,328,991 on November 30, 1996               395,153              404,609 
                                                                                                                     
Real estate held for development                                                      2,129,819            2,243,081 
                                                                                                                     
Other property and equipment, net of accumulated depreciation                                                        
   of $770,845 on February 29, 1996 and $749,116 on November 30, 1996                   172,043              175,428 
                                                                                                                     
Other assets                                                                            888,994            1,191,392 
                                                                                   ------------         ------------
                                                                                   $ 11,088,276         $ 12,890,555 
                                                                                   ============         ============
                                                                                                                     
                                LIABILITIES AND STOCKHOLDERS' EQUITY                                                 
Current liabilities:                                                                                                 
   Accounts payable                                                                $    284,612         $    361,800 
   Accrued expenses                                                                      67,735               37,539 
   Other liabilities                                                                     77,233            1,454,792 
   Deferred federal income taxes                                                         50,915               76,617 
                                                                                   ------------         ------------
         Total current liabilities                                                      480,495            1,930,748 
                                                                                   ------------         ------------
Deferred federal income taxes                                                           235,156              590,877 
                                                                                   ------------         ------------
         Total liabilities                                                              715,651            2,521,625 
                                                                                   ------------         ------------
Stockholders' equity:                                                                                                
   Common stock, $.04 par value, 20,000,000 shares authorized,                                                       
          10,157,803 shares issued                                                      406,312              406,312 
   Additional paid-in capital                                                           805,092              805,092 
   Retained earnings                                                                 16,688,947           16,692,079 
   Net unrealized gain on investment securities available for sale (note 3)              98,833              148,727 
                                                                                   ------------         ------------
                                                                                     17,999,184           18,052,210 
   Less treasury stock, at cost; 5,030,758 shares on February 29, 1996                                               
        and 5,055,533 on November 30, 1996                                           (7,626,559)          (7,683,280)
                                                                                   ------------         ------------
         Total stockholders' equity                                                  10,372,625           10,368,930 
                                                                                   ------------         ------------
                                                                                   $ 11,088,276         $ 12,890,555 
                                                                                   ============         ============
</TABLE>
The accompanying notes are an integral part of these financial statements.



                                       1
<PAGE>   4



                             Oakridge Energy, Inc.
                       CONDENSED STATEMENTS OF OPERATIONS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                               For 3 Months         For 3 Months            For 9 Months         For 9 Months
                                                      Ended                Ended                   Ended                Ended
                                          November 30, 1995    November 30, 1996       November 30, 1995    November 30, 1996
                                         ------------------    -----------------       ------------------   ------------------
<S>                                      <C>                    <C>                    <C>                     <C>            
Revenues:                                                                                                                      
   Oil and gas                                $89,409                $538,242                 $241,674              $1,323,561 
   Coal and gravel                             22,317                  17,382                   63,356                  47,161 
   Other                                       10,350                  12,450                   32,550                  34,350 
                                         ------------            ------------           --------------           ------------- 
      Total revenues                          122,076                 568,074                  337,580               1,405,072 
                                         ------------            ------------           --------------           ------------- 
                                                                                                                               
Operating expenses:                                                                                                            
   Oil and gas                                798,372                 355,799                1,290,262               1,071,563 
   Coal and gravel                             25,900                  33,298                   71,154                  84,409 
   Real estate development                      3,317                  31,884                    8,806                  47,248 
   General and administrative                 155,543                 118,245                  404,206                 354,404 
                                         ------------            ------------           --------------           ------------- 
      Total operating expenses                983,132                 539,226                1,774,428               1,557,624 
                                         ------------            ------------           --------------           ------------- 
                                                                                                                               
      Income (loss) from operations          (861,056)                 28,848               (1,436,848)               (152,552)
                                         ------------            ------------           --------------           ------------- 
                                                                                                                               
Other income (expense):                                                                                                        
   Interest income                            108,922                  72,598                  349,903                 221,937 
   Interest expense                              (767)                (24,137)                    (767)                (53,752)
   Other, net                                  29,035                  38,521                   35,616                  53,266 
                                         ------------            ------------           --------------           ------------- 
      Total other income                      137,190                  86,982                  384,752                 221,451 
                                         ------------            ------------           --------------           ------------- 
                                                                                                                               
      Income (loss) before income taxes      (723,866)                115,830               (1,052,096)                 68,899 
                                         ------------            ------------           --------------           ------------- 
                                                                                                                               
Provision for (benefit of) income taxes      (246,382)                 39,383                 (360,857)                 65,767 
                                         ------------            ------------           --------------           ------------- 
                                                                                                                               
         Net income (loss)                  ($477,484)                $76,447                ($691,239)                 $3,132 
                                         ============            ============           ==============           ============= 
            Net income (loss) per                                                                                              
                      common share             ($0.09)                  $0.01                   ($0.13)                  $0.00 
                                         ============            ============           ==============           ============= 
                                                                                                                               
Weighted average shares outstanding         5,334,165               5,102,270                5,376,892               5,113,256 
                                         ============            ============           ==============           ============= 
</TABLE>



The accompanying notes are an integral part of these financial statements.


                                      2
<PAGE>   5
                             Oakridge Energy, Inc.
                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                                    For 9 Months       For 9 Months
                                                                                           Ended              Ended
                                                                               November 30, 1995  November 30, 1996
                                                                               -----------------  ------------------
<S>                                                                            <C>                 <C>
Cash flows from operating activities:
   Net income (loss)                                                                 ($691,239)         $3,132
   Adjustments to reconcile net income (loss) to net cash used in
      operating activities:
         Depletion and depreciation                                                     76,999         510,650
         Abandoned leaseholds                                                          132,060               0
         Accretion on investment securities, net                                       (54,660)        (14,746)
         Gain on sales of investments available for sale                               (15,309)              0
         Gain on sales of oil and gas properties                                             0          (7,410)
         Gain on sales of other property and equipment                                 (16,333)        (45,856)
         Deferred federal income taxes                                                (190,400)        355,721
         Net changes in assets and liabilities:
            Trade accounts receivable                                                  (55,774)        (80,002)
            Other accounts receivable                                                   78,495         (20,796)
            Federal income tax receivable                                             (170,828)       (332,295)
            Prepaid expenses and other current assets                                 (287,872)         16,360
            Other assets                                                                28,406        (302,398)
            Accounts payable                                                            69,900          77,188
            Accrued expenses                                                           (31,228)        (30,196)
            State income taxes payable                                                (817,116)              0
                                                                                  ------------    ------------
               Net cash provided by (used in) operating activities                  (1,944,899)        129,352
                                                                                  ------------    ------------
Cash flows from investing activities:
   Additions to oil and gas properties                                                (647,720)     (1,475,184)
   Additions to coal and gravel properties                                                   0         (22,439)
   Additions to real estate held for development                                             0        (113,262)
   Additions to other property and equipment                                           (15,022)        (31,284)
   Proceeds from sale of oil and gas properties                                              0          13,410
   Proceeds from sale of other property and equipment                                   20,000          49,593
   Proceeds from sale of investments available for sale                              1,861,741               0
   Purchases of investments available for sale                                        (536,311)              0
   Maturities of investments held to maturity                                          350,000         165,000
   Principal payments received on notes receivable                                      21,740           3,263
                                                                                  ------------    ------------
               Net cash provided by (used in) investing activities                   1,054,428      (1,410,903)
                                                                                  ------------    ------------
Cash flows from financing activities:
   Other liabilities                                                                   330,217       1,377,559
   Purchases of treasury stock                                                        (325,734)        (56,721)
                                                                                  ------------    ------------
               Net cash provided by financing activities                                 4,483       1,320,838
                                                                                  ------------    ------------
Net increase (decrease) in cash and cash equivalents                                  (885,988)         39,287

Cash and cash equivalents at beginning of period                                       982,079          44,300
                                                                                  ------------    ------------
Cash and cash equivalents at end of period                                             $96,091         $83,587
                                                                                  ============    ============
Supplemental disclosures of cash flow information:
   Interest paid                                                                            $0         $51,967
   Income taxes paid                                                                  $817,487         $42,340
</TABLE>

   Recognition in Stockholders' Equity of the net unrealized holding gains on
     available for sale securities of $179,348, net of tax effect of $92,392
     during the nine months ended November 30, 1995 and $49,894, net of tax
     effect of $25,702 during the nine months ended November 30, 1996.
        


The accompanying notes are an integral part of these financial statements.


                                       3
<PAGE>   6
                             OAKRIDGE ENERGY, INC.
                    Notes to Condensed Financial Statements
                                  (Unaudited)

(1)      The accompanying unaudited financial statements for the three and
         nine-month periods ended November 30, 1995 and 1996 reflect, in the
         opinion of management, all adjustments, which are of a normal and
         recurring nature, necessary for a fair presentation of the results for
         such periods.

(2)      The foregoing financial statements should be read in conjunction with
         the annual financial statements and accompanying notes for the fiscal
         year ended February 29, 1996.

         The accompanying unaudited condensed statements of operations for the
         three and nine months ended November 30, 1995 and the unaudited
         statement of cash flows for the nine months ended November 30, 1995
         have been adjusted to include the effects of certain fourth quarter
         adjustments as noted in note 10 to the Company's annual financial
         statements for the fiscal year ended February 29, 1996.

(3)      Investment securities are accounted for in accordance with the
         provisions of the Financial Accounting Standards Board's Statement of
         Financial Accounting Standards No. 115, "Accounting for Certain
         Investments in Debt and Equity Securities" ("Statement No. 115").
         Statement No. 115 addresses the accounting and reporting for
         investments in equity securities that have readily determinable fair
         values and all investments in debt securities.

         In accordance with Statement No. 115, these investments are classified
         at the time of purchase into one of three categories as follows:

         -       Held to Maturity Securities - Debt securities that the Company
                 has the positive intent and ability to hold to maturity are
                 reported at amortized cost.

         -       Trading Securities - Debt and equity securities that are
                 bought and held principally for the purpose of selling them in
                 the near term are to be reported at fair value, with
                 unrealized gains and losses included in earnings.

         -       Available for Sale Securities - Debt and equity securities not
                 classified as either held to maturity securities or trading
                 securities are reported at fair value, with unrealized gains
                 and losses excluded from earnings and reported as a separate
                 component of stockholders' equity (net of tax effects).





                                       4
<PAGE>   7
         The Company does not have any securities classified as trading as of
         November 30, 1996. In the case that investment securities are sold,
         gains and losses are computed under the specific identification
         method.

         The amortized cost and fair values of investment securities as of
         November 30, 1996 are as follows:

<TABLE>
<CAPTION>
                                                                Gross           Gross
                                           Amortized          Unrealized      Unrealized        Fair
                                              Cost              Gains           Losses          Value 
                                           ----------         ----------      ----------      ---------
         <S>                               <C>                 <C>               <C>          <C>
         Available for sale:

         Equity mutual fund                  $999,989          184,271               -        1,184,260
         Corporate notes                      496,366            6,798               -          503,164
         U.S. Treasury notes                  999,946            1,934               -        1,001,880
         U.S. Government agency
          bonds                               249,901              177               -          250,078
                                           ----------          -------           -----        ---------
                 Total current              2,746,202          193,180               -        2,939,382
                                           ----------          -------           -----        ---------

         Corporate notes,
          due within 5 years                1,295,988           24,727               -        1,320,715
         U.S. Government agency
          bonds, due within
          5 years                             219,395            7,434               -          226,829
                                           ----------          -------           -----        ---------
                 Total noncurrent           1,515,383           32,161               -        1,547,544
                                           ----------          -------           -----        ---------

                          Total            $4,261,585          225,341               -        4,486,926
                                           ==========          =======           =====        =========
</TABLE>


(4)      The Company adopted the provisions of the Financial Accounting
         Standards Board's Statement of Financial Accounting Standards No. 121,
         "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
         Assets to be Disposed of" ("Statement No. 121") effective March 1,
         1996. Statement No. 121 provides guidance for recognition and
         measurement of impairment of long-lived assets, certain identifiable
         intangibles and goodwill related both to assets to be held and used by
         an entity and disposed of. The adoption of Statement No. 121 did not
         have a material impact on the Company's financial position.





                                       5
<PAGE>   8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

                 The following discussion should be read in conjunction with
Items 6 and 7 of the Company's Annual Report on Form 10-KSB for the fiscal year
ended February 29, 1996 and the Notes to Condensed Financial Statements
contained in this report.

RESULTS OF OPERATIONS

                 During the three and nine-month periods ended November 30,
1996, the Company had net income of $76,447 ($.01 per share) and $3,132 ($.00
per share) compared to net losses of $477,484 ($.09 per share) and $691,239
($.13 per share) in the matching 1995 periods. The principal reason for the
improved performances in the 1996 periods was a substantial increase in oil and
gas revenues, primarily from the East Texas area.

                 Oil and gas revenues increased approximately $448,800 (502.0%)
and $1,081,900 (447.7%) during the three and nine months ended November 30,
1996, respectively. During the 1995 periods, the Company had only a small
amount of oil and gas revenues from the East Texas area. During the three and
nine-month 1996 periods, however, oil and gas revenues from such area totaled
approximately $433,500 and $958,500. These revenues resulted from 24 gross
(4.41 net) oil and gas wells in Limestone and Madison Counties in East Texas,
most of which were added subsequent to the 1995 periods. Oil and gas revenues
in the 1996 nine-month period were also aided by production from two gross (.49
net) wells in New Mexico, both of which were brought on stream subsequent to
the 1995 periods. At November 30, 1996, the Company had four additional gross
(.63 net) development wells drilling in the East Texas area.

                 Oil and gas revenues in the 1996 periods were also aided by
the receipt of significantly higher product prices. The Company's average oil
price received increased approximately $7.28 per barrel (44.6%) in the
three-month period and $5.10 per barrel (30.1%) in the nine-month period. In
addition, increases of approximately $.50 per MCF (36.5%) and $.79 per MCF
(63.2%) were sustained in the Company's average gas prices received during such
periods. The Company's new gas production in East Texas and New Mexico commands
substantially higher prices than the Company's minor other gas production in
the North Texas area.

                 Gravel revenues declined approximately $4,900 (22.1%) and
$16,200 (25.6%) during the three and nine months ended November 30, 1996,
respectively, due to decreased gravel sales from the Company's Colorado
property resulting from a decline in product demand in the area as rentals
received form the property remained constant at the 1995 levels. Other income
(overhead fees received by the Company as operator in the North Texas area)
increased slightly in both 1996 periods.





                                       6
<PAGE>   9
                 The expenses of the Company's oil and gas operations (i.e.,
depletion and depreciation expense, lease operating expense, production taxes,
abandoned leaseholds and dry hole costs) decreased approximately $442,600
(55.4%) during the three months ended November 30, 1996 and $218,700 (16.9%) in
the nine-month period. During the 1995 periods, the Company incurred
approximately $560,000 in exploration expense to acquire almost 36 square miles
of three-dimensional seismic information pertaining to the area in which the
Company purchased an interest in new leases in New Mexico. See Note (2) of
Notes to Condensed Financial Statements. Pursuant to the successful efforts
method of accounting used by the Company, the cost of such information was
expensed as incurred rather than being capitalized. The Company incurred no
comparable amount of exploration expense in the 1996 periods, and this was the
principal reason for the decreases in the expenses of oil and gas operations
during such periods. Depletion and depreciation expense, lease operating
expense and production taxes increased significantly in both 1996 periods due
to the new operations being conducted in East Texas and New Mexico. The Company
did not incur any abandoned leaseholds expense in the 1995 three-month period
or in either of the 1996 periods but did incur approximately $132,100 of such
expense in the nine-month 1995 period. Dry hole costs declined approximately
$96,400 (55.9%) and $176,100 (42.1%) in the three and nine months ended
November 30, 1996, respectively, due to the higher amount of unsuccessful
drilling activity in the 1995 periods.

                 The expenses of the Company's coal and gravel operations
increased approximately $7,400 (28.6%) and $13,300 (18.6%) in the three and
nine-month 1996 periods, respectively, due to higher engineering and testing
and permitting expenses incurred to amend the amount of acreage included in the
Company's coal permit and greater ad valorem taxes.

                 In August 1996 La Plata County, Colorado granted the Company a
land use permit, with certain conditions attached, which allowed the Company to
commence preliminary site work on the golf course the Company is building on
approximately 170 acres of the Company's 2,025 acres of land in such county.
The permit is for construction of the golf course only, and clubhouse, pump and
waterline construction will require a revised permit and master plan approval
or annexation and approval by the City of Durango, Colorado. The Company plans
on using its existing heavy equipment and employees to perform as much of the
work as possible, and repair expenses incurred on such equipment to ready it
for such work were the principal reason for the approximately $28,600 and
$38,400 increases in the Company's real estate development expenses in the
three and nine-month 1996 periods, respectively. The Company does not expect to
expend significant funds on golf course construction during the remainder of
the fiscal year ending February 28, 1997 due to the winter season, which will
make any significant work on the golf course very difficult.





                                       7
<PAGE>   10
                 General and administrative expense decreased approximately
$37,300 (24.0%) and $49,800 (12.3%) in the three and nine months ended November
30, 1996. Generally, in both periods, litigation and tax accounting expenses
were substantially lower. In the 1995 periods, the Company incurred litigation
expense pertaining to the fair value to be paid by the Company to certain
former shareholders who dissented from the sale of the Company's South Texas
gas properties in September 1993 for their common stock. The Company incurred
only minimal litigation expense in the three-month 1996 period, and the level
of such expense in the nine-month period declined approximately $12,900. In
addition, during the nine-month 1996 period payroll and general depreciation
expenses were also significantly lower.

                 Interest income decreased approximately $36,300 (33.3%) in the
1996 three-month period and approximately $128,000 (36.6%) in the 1996
nine-month period due to the lower level of funds the Company had invested
during the periods, as compared to the 1995 periods. The Company primarily
funded the deficit cash flow from its operations during the 1995 periods and
for the remainder of the 1995-1996 year from maturities and sales of its
investment securities. The Company incurred interest expense of approximately
$24,100 and $53,800 in the three and nine-month 1996 periods due to the
Company's election to fund its operations during such periods principally from
margin account borrowings against its investment securities available for sale
rather than from any further sale of such securities.

                 The Company's provision for income taxes in the nine months
ended November 30, 1996 constituted approximately 95% of its pre-tax income for
such period due to the payment of approximately $29,400 in state franchise
taxes and $12,900 in quarterly federal income tax estimates during such period.

                 The Company's average weighted shares outstanding declined
approximately 4.3% and 4.9%, respectively, in the three and nine-month 1996
periods primarily due to the Company's purchase of shares during and subsequent
to the 1995 periods. The Company did not purchase any shares during the 1996
three-month period but purchased 24,775 shares during the nine-month period.

FINANCIAL CONDITION AND LIQUIDITY

                 During the first nine months of fiscal 1997, the Company's
investing activities (principally additions to its oil and gas properties) used
approximately $1,410,900 in cash funds. The Company's financing activities
provided approximately $1,320,800 in funds during the period, and the Company's
operating activities provided an additional approximately $129,400 in funds.
Consequently, the Company's cash and cash equivalents increased by
approximately $39,300 at the end of the period.





                                       8
<PAGE>   11
                 All of the funds provided by the Company's financing
activities were obtained through margin-account borrowings against certain of
the Company's investment securities available for sale. At November 30, 1996,
outstanding borrowings in the account totaled approximately $1,454,800 and the
Company had additional borrowing capacity of approximately $1,974,900 in such
account.

                 Given the increase in the Company's oil and gas revenues which
has occurred in fiscal 1997 and which the Company expects to continue, the
Company is currently unsure whether its activities in the oil and gas business
and in real estate development during the remainder of fiscal 1997 will be net
users of cash. If such activities do require a further infusion of cash, the
Company expects to fund them from a combination of further margin-account
borrowings and the sale or maturities of its investment securities. At November
30, 1996, the Company held total investment securities of approximately
$4,486,900.

                          PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

                 (a)      Exhibits - Financial Data Schedule for the nine
months ended November 30, 1996 filed as Exhibit 27.

                 (b)      Reports on Form 8-K - No reports on Form 8-K were
filed by the Company during the three months ended November 30, 1996.





                                       9
<PAGE>   12
                                   SIGNATURES


                 In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                       OAKRIDGE ENERGY, INC.
                                            (Registrant)



DATE: January 14, 1997                 By /s/ Sandra Pautsky 
                                          -------------------------------------
                                          Sandra Pautsky, Executive Vice 
                                          President and Chief Accounting Officer





                                       10
<PAGE>   13
                               INDEX TO EXHIBITS

         The exhibits filed herewith are filed in accordance with the
requirements of Item 601 to Regulation S-B for filings on Form 10-QSB. For
convenient reference, each exhibit is listed according to the number assigned
to it in the Exhibit Table of such Item 601.

                 (2)   -   Plan of acquisition, reorganization, arrangement,
                           liquidation or succession - not applicable.
                           
                 (3)   -   (i)  Articles of Incorporation - not applicable. 
                           (ii) Bylaws - not applicable.
                           
                 (4)   -   Instruments defining the rights of security
                           holders, including indentures - not applicable.
                           
                 (10)  -   Material contracts - not applicable.
                           
                 (11)  -   Statement re computation of per share earnings - 
                           not applicable.
                           
                 (15)  -   Letter on unaudited interim financial 
                           information - not applicable.
                           
                 (18)  -   Letter on change in accounting principles - not 
                           applicable.
                           
                 (19)  -   Reports furnished to security holders - not
                           applicable.
                           
                 (22)  -   Published report regarding matters submitted
                           to vote - not applicable.
                           
                 (23)  -   Consents of experts and counsel - not applicable.
                           
                 (24)  -   Power of Attorney - not applicable.
                           
                 (27)  -   Financial Data Schedule - filed herewith.
                           
                 (99)  -   Additional exhibits - not applicable.

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF OAKRIDGE ENERGY, INC. AS OF AND FOR THE NINE MONTHS
ENDED NOVEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          FEB-28-1997
<PERIOD-END>                               NOV-30-1996
<CASH>                                          83,587
<SECURITIES>                                 2,939,382
<RECEIVABLES>                                  465,508
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             4,359,705
<PP&E>                                      17,471,333
<DEPRECIATION>                              11,708,539
<TOTAL-ASSETS>                              12,890,555
<CURRENT-LIABILITIES>                        1,930,748
<BONDS>                                              0
                                0
                                          0
<COMMON>                                       406,312
<OTHER-SE>                                   9,962,618
<TOTAL-LIABILITY-AND-EQUITY>                12,890,555
<SALES>                                      1,405,072
<TOTAL-REVENUES>                             1,405,072
<CGS>                                        1,203,220
<TOTAL-COSTS>                                1,557,624
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              53,752
<INCOME-PRETAX>                                 68,899
<INCOME-TAX>                                    65,767
<INCOME-CONTINUING>                              3,132
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     3,132
<EPS-PRIMARY>                                     0.00
<EPS-DILUTED>                                     0.00
        

</TABLE>


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