______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 10-QSB
_________________
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934; For the Quarterly Period Ended: June 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 000-08835
TAURUS PETROLEUM, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-0736215
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
2016 Main Street, Suite 109
Houston, Texas 77002
(Address of principal executive offices, including zip code)
(713) 650-0161
(Registrant's telephone number, including area code)
Check whether the issuer (1) has 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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
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 court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
At September 19, 1997, 60,307,749 shares of common stock, $.001 par value,
were outstanding.
Transitional Small Business Disclosure Format (check one); Yes [ ] No [x]
<PAGE>
TAURUS PETROLEUM, INC.
CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets -
June 30, 1997 and September 30, 1996
Statements of Operations -
Three Months and Nine Months Ended
June 30, 1997 and 1996
Statements of Changes in Stockholder's Equity -
Nine Months Ended June 30, 1997
Statements of Cash Flows -
Nine Months Ended June 30, 1997 and 1996
Notes to Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
PART II - OTHER INFORMATION
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
<PAGE>
TAURUS PETROLEUM, INC.
BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
June 30, September 30,
1997 1996
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 41 $ 156
Total Current Assets 41 156
Other 26,844 26,844
-------- --------
Total Assets $ 26,885 $ 27,000
--------- ---------
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current Liabilities:
Accounts payable and accrued liabilities $ 30,000 $ 30,000
--------- ---------
Total Current Liabilities 30,000 30,000
---------- ----------
Stockholders' Equity:
Common stock 60,307 60,307
Additional paid-in capital 3,112,694 3,111,844
Accumulated deficit (3,093,543) (3,092,578)
Treasury stock (82,573) (82,573)
------------ -----------
Total Stockholders' (Deficit) Equity (3,115) (3,000)
------------ -----------
Total Liabilities and Stockholders'
(Deficit) Equity $ 26,885 $ 27,000
--------------- -------------
</TABLE>
The following notes are an integral part of these unaudited financial
statements.
<PAGE>
TAURUS PETROLEUM, INC.
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the For the
Three Months Ended Nine Months Ended
June 30, June 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Operating Revenue:
Oil and gas sales $ -- $ (6,227) $ -- $ 82,626
Administrative overhead
and management fees -- 794 147 5,558
------- --------- ------- --------
-- (5,433) 147 88,184
Costs and Expenses:
Lease operating, including taxes -- 6,307 -- 59,414
Depreciation and depletion -- (623) -- 12,840
General and administrative 115 -- 1,112 76,278
------- --------- ------- --------
115 5,684 1,112 148,532
Loss from operations (115) (1,117) (965) (60,348)
------ --------- ------- ---------
Other income (expense):
Interest expense -- 3,635 -- (482)
Other -- -- -- 56
------ --------- ------- ---------
Net loss $ (115) $ 2,518 $ (965) $ (60,774)
--------- ---------- --------- ----------
Net loss per common share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
------------ ----------- --------- ----------
Weighted average number of
common shares outstanding 60,307,749 60,307,749 60,307,749 60,307,749
---------- ---------- ---------- ----------
</TABLE>
The following notes are an integral part of these unaudited financial
statements.
<PAGE>
TAURUS PETROLEUM, INC.
STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY
For the Nine Months Ended June 30, 1997
(Unaudited)
<TABLE>
<CAPTION>
Total
Additional Less Stockholders'
Common Stock Paid-In Accumulated Treasury (Deficit)
Shares Amount Capital Deficit Stock Equity
<S> <C> <C> <C> <C> <C> <C>
Balance, September 30, 1996 60,307,749 $ 60,307 $ 3,111,844 $ (3,092,578) $ (82,573) $ (3,000)
Contributed capital -- -- 850 -- -- 850
Net loss -- -- -- (965) -- (965)
---------- -------- ----------- ------------- ---------- ---------
Balance, June 30, 1997 60,307,749 $ 60,307 $ 3,112,694 $(30,093,543) $ (82,573) $(3,115)
----------- --------- ------------ ------------- ----------- ---------
</TABLE>
The following notes are an integral part of these unaudited financial
statements.
<PAGE>
TAURUS PETROLEUM, INC.
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the
Nine Months Ended
June 30,
1997 1996
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss $ (965) $ (36,953)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and depletion -- (1,888,241)
Allowance for debt -- (17,009)
Decrease in oil and gas properties -- 2,163,215
Decrease in other property and equipment -- 35,660
Decrease (increase) in accounts receivable -- 41,829
Decrease (increase) in other assets -- (7,562)
Increase in accounts payable -- (288,357)
--------- ------------
Net cash provided by (used in) operating
activities (965) 2,582
--------- ------------
Cash Flows from Investing Activities -- --
--------- ------------
Net cash provided by (used in) investing
activities -- --
Cash Flows from Financing Activities:
Capital contributions 850 --
--------- ------------
Net cash from financing activities 850 --
--------- ------------
Net increase (decrease) in cash (115) 1,518
Cash and cash equivalents:
Beginning of period 156 2,174
-------- -----------
End of period $ 41 $ 4,756
-------- -----------
Supplemental disclosure of cash
flow information:
Cash paid during the year
for interest $ -- $ --
---------- ---------
</TABLE>
The following notes are an integral part of these unaudited financial
statements.
<PAGE>
TAURUS PETROLEUM, INC.
NOTE 1 - GENERAL
The accounting policies followed by Taurus Petroleum, Inc. (the "Company") are
set forth in the notes to the Company's audited financial statements in the
report on Form 10-K filed for the year ended September 30, 1996, which is
incorporated herein by reference. Such policies have been continued without
change. Also, refer to the notes with those financial statements for
additional details of the Company's financial condition, results of operations
and cash flows. All material items included in those notes have not changed
except as a result of normal transactions in the interim, or as disclosed
within this report. Any and all adjustments are of a "normal recurring
nature".
In the opinion of management, the accompanying interim unaudited financial
statements contain all adjustments necessary to present fairly the Company's
financial position as of June 30, 1997, and the results of operations and cash
flows for the three and nine month periods ended June 30, 1996 and 1997, and
stockholders' (deficit) equity for the nine months ended June 30, 1997.
NOTE 2 - CHANGE OF OWNERSHIP
Effective July 1, 1996, SBCA Holdings, Inc. acquired all the common stock
previously controlled individually and/or beneficially by Thomas P. McDonnell
and Validus Operating, Inc., (8,262,602 and 20,000,000, respectively) for a
total of 28,262,602 shares or 46.87% of the Company's common stock. SBCA
Holdings, Inc. exchanged 17,500 shares of common stock it owns in a private
company, The Enigma Group, Inc., for the aforementioned common stock of the
Company. SBCA Holdings, Inc. is controlled by Mr. Stephen E. Fischer. The
Board of Directors of the Company appointed Mr. Stephen E. Fischer to the
Board of Directors and appointed Mr. Fischer as Chairman of the Board on April
29, 1996. The Company has entered into business combination discussions with
entities controlled by Mr. Fischer, as well as other entities.
NOTE 3 - GOING CONCERN
These financial statements have been prepared on the "going concern" basis,
which presumes that the Company will be able to realize its assets and
discharge its liabilities in the normal course of business for the foreseeable
future.
The Company's continuation as a "going concern" is dependent on the
establishment of profitable operations, and upon either the continued
financial support of its principal shareholders or upon the ability of the
Company to raise additional capital. Management is pursuing various options
to attract capital, including infusions of cash and mergers. The outcome of
these matters cannot be predicted at this time. These financial statements do
not include any adjustments to the amounts and classification of assets and
liabilities that might be necessary should the Company be unable to continue
in business.
<PAGE>
TAURUS PETROLEUM, INC.
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS.
RESUTS OF OPERATIONS
The consolidated loss for the third quarter of Fiscal 1997 was $ 115 as compared
to a profit of $ 2,518 for the third quarter of Fiscal 1996, respectively. This
decrease is a result of the disposition of oil and gas operations and
associated General and Administrative expenses. The third quarter 1996 profit
was the result of the disposition of assets and adjustments revenue and expenses
associated with the disposition. The Company currently does not own or operate
any oil and gas properties. All expenses are associated with maintenance of the
corporation and development of future business activities.
Consolidated losses are $ 965 and $ 60,774 for the first three quarters
of Fiscal 1997 and 1996, respectively. This decrease is a result of the
disposition of oil and gas operations and associated General and
Administrative expenses. The Company currently does not own or operate any oil
and gas properties. All expenses are associated with maintenance of the
corporation and development of future business activities.
PART II
OTHER INFORMATION
Item 5. OTHER INFORMATION
N/A
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation SB
(2) Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K
A report on Form 8-K was filed on June 5, 1997, which reported a change
engaging a new certified public accountant.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TAURUS PETROLEUM, INC.
Date: September 26, 1997 By: /s/ Stephen E. Fischer
Stephen E. Fischer, Chairman
and Chief Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> JUN-30-1997
<CASH> 41
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 41
<PP&E> 26844
<DEPRECIATION> 0
<TOTAL-ASSETS> 26885
<CURRENT-LIABILITIES> 30000
<BONDS> 0
0
0
<COMMON> 60307
<OTHER-SE> 63422
<TOTAL-LIABILITY-AND-EQUITY> 26885
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (115)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (115)
<INCOME-TAX> 0
<INCOME-CONTINUING> (115)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (115)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
