DENCOR ENERGY COST CONTROLS INC
10QSB, 2000-08-14
AUTO CONTROLS FOR REGULATING RESIDENTIAL & COMML ENVIRONMENTS
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                                      UNITED STATES
                              SECURITIES AND EXCHANGE COMMISSION

                                   Washington, DC 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 June 30, 2000

                                             OR
[ ]                      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 0-9255

                               DENCOR ENERGY COST CONTROLS, INC.
            (Exact name of small business issuer specified in its charter)

                            Colorado                     84-0658020
                    (State or other jurisdiction     (I.R.S. Employer
                   of incorporation or organization)   Identification No.)

                           1450 West Evans, Denver, Colorado  80223
                     (Address of principal executive office) (Zip Code)

                                      (303) 922-1888
                    (Registrant's telephone number, including area code)

          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

                     APPLICABLE ONLY TO CORPORATE ISSUERS

          State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.  No par value
per share:  6,549,804 shares outstanding at August 10, 2000.

          Transitional Small Business Disclosure Format

Yes        No   X


<PAGE>






                    DENCOR ENERGY COST CONTROLS, INC.

                                  INDEX

                                                                   Page
PART I 	FINANCIAL INFORMATION

Item 1.	Financial statements:

        Independent accountants' report                               1

        Balance sheets - June 30, 2000 and December 31, 1999          2

        Statements of  operations - three and six months ended
                 June 30, 2000 and 1999                               3

        Statements of cash flows - six months ended
                 June 30, 2000 and 1999                               4

        Notes to condensed financial statements                       5

Item 2.  Management's discussion and analysis                         5

PART II. OTHER INFORMATION

Item 1-5         N/A

Item 6.	Exhibits and reports on Form 8-K                              7

        Signatures                                                    7
<PAGE>










                    INDEPENDENT ACCOUNTANTS' REPORT


Board of Directors and Stockholders
Dencor Energy Cost Controls, Inc.
Denver, Colorado

We have reviewed the accompanying condensed balance sheet of Dencor Energy
Cost Controls, Inc. as of June 30, 2000, and the related condensed statement
of operations for the three-month and six-month period then ended, and
statement of cash flows for the six-month period then ended. These
financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the accompanying condensed financial statements for them to
be in conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet as of December 31, 1999, and the related
statements of operations, shareholders' deficit, and cash flows for the year
then ended (not presented herein);  and in our report dated February 29, 2000,
we expressed an unqualified opinion (which included an explanatory paragraph
relating to the Company's ability to continue as a going concern) on those
financial statements.  In our opinion, the information set forth in the
accompanying condensed balance sheet as of December 31, 1999, is fairly
stated, in all material respects, in relation to the balance sheet from which
it has been derived.


GELFOND HOCHSTADT PANGBURN, P.C.

Denver, Colorado
August 14, 2000
<PAGE>






                          DENCOR ENERGY COST CONTROLS, INC.
                           PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements
          (Condensed Balance Sheets)

                    ASSETS                              June 30,  December 31,
                                                          2000           1999
                                                      (unaudited)
CURRENT ASSETS:
Cash                                                 $     2,400    $    500
Accounts Receivable,net of allowance for doubtful
 accounts of $5,700                                       23,800      25,100
Inventories                                              122,800     127,900
Prepaids and Other                                        13,800       5,100

   TOTAL CURRENT ASSETS                                  162,800     158,600

Furniture & Equipment                                    213,300     213,300
Less Accumulated Depreciation                           (213,300)   (213,300)
                                                               0           0

Long term receivables, net of allowance for doubtful
 receivables of $11,400                                    9,900       8,600

                                                        $172,700    $167,200

        LIABILITIES & STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
 Notes Payable - Shareholders                           $144,000   $ 121,400
 Notes Payable - Others                                        0       5,000
 Accounts Payable                                         56,800      65,200
 Accrued Compensation and Benefits                       336,200     272,100
 Accrued Interest - Shareholders & Others                145,000     130,600
 Warranty Reserve                                          3,200       3,200
 Other                                                     1,400       1,000

   TOTAL LIABILITIES (All Current)                       686,600     598,500

STOCKHOLDERS' DEFICIT
 Preferred Stock, no par value, authorized
  5,000,000 shares, none issued and outstanding
 Common Stock, no par value, authorized
  25,000,000 shares; issued and outstanding,
  6,549,804 shares at June 30, 2000,
  5,749,804 shares at December 31, 1999
                                                       1,206,600   1,190,600
Accumulated deficit                                   (1,720,500) (1,621,900)
 Stockholders'  Deficit                                 (513,900)   (431,300)
                                                      $  172,700  $  167,200


                      See notes to condensed financial statements.



                            DENCOR ENERGY COST CONTROLS, INC.

                                STATEMENTS OF OPERATIONS
                                     (unaudited)

                                     Three Months           Six Months
                                     Ended June 30          Ended June 30
                                 2000         1999      2000           1999

REVENUES:
 Net Sales                  $  52,600    $  65,000    $ 93,400     $ 126,400
 Interest and Other             1,200        1,400       6,500         3,600
       TOTAL REVENUES          53,800       66,400      99,900       130,000

COSTS AND EXPENSES:
 Cost of Products Sold         29,500       34,800      62,400        72,900
 Selling                        2,500        1,400       5,900         9,800
 General and Administrative    33,300       40,300      69,400        77,900
 Research and Development      20,400       19,400      41,800        42,900
 Interest                       9,800        8,400      19,000        16,200
                               95,500      106,400     198,500       219,700

NET LOSS                   $ ( 41,700)   $( 40,000)  $(98,600)     $( 89,700)

BASIC AND DILUTED NET
 LOSS PER COMMON SHARE:    $    (0.01)   $   (0.01)  $   (0.02)    $   (0.02)

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING   6,549,804    4,803,804    6,532,124    4,803,804



                     See notes to condensed financial statements.
























                        DENCOR ENERGY COST CONTROLS, INC.
                            STATEMENT OF CASH FLOWS
                                  (unaudited)

                                                  Six Months Ended June 30,
                                                  2000                 1999

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                      $(98,600)         $( 89,700)
  Adjustments to reconcile net loss
   to net cash used in operating activities:
 Changes in operating assets and liabilities:
    Accounts and other receivables                 1,300            (28,300)
    Inventories                                    5,100            (17,000)
    Other assets                                  (8,700)            (6,000)
    Long term receivables                         (1,300)               200
    Accounts payable                              (8,400)            35,200
    Accrued compensation and benefits             64,100             63,000
    Accrued interest - shareholders & others      14,400             16,200
    Other liabilities                                400               (300)
     Total adjustments                            66,900             63,000

 Net cash used in operating activities           (31,700)           (26,700)

Cash flows from financing activities:
    Proceeds from Private Placement of Stock      16,000                   0
    Proceeds from Notes Payable-Shareholders      22,600               5,000
    Proceeds from Notes Payable - Others          (5,000)             20,000
    Net cash provided by financing activities     33,600              25,000

Net decrease in cash                               1,900              (1,700)

Cash beginning of year                               500               8,300

Cash end of quarter                              $ 2,400            $  6,600


                  See notes to condensed financial statements.


















                          DENCOR ENERGY COST CONTROLS, INC.
                       NOTES TO CONDENSED FINANCIAL STATEMENTS


A. The condensed Financial Statements of the Company as of June 30,2000 and
for the three-month and six-month periods ended June 30, 2000 and 1999 have
been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission.  Certain information
and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading.

      In the opinion of the Management, the accompanying unaudited condensed
Financial Statements contain all adjustments, which consist only of recurring
adjustments, necessary to present fairly the financial position as of June
30, 2000, and the results of operations for the three months and six months
ended June 30, 2000 and 1999 and statement of cash flows for the six months
ended June 30, 2000.

      The results of operations for the three and six month periods ended
June 30, 2000 and 1999, are not necessarily indicative of the results to be
expected for the full year.  It is suggested that these Condensed Financial
Statements be read in conjunction with the Financial Statements and the notes
therein included in the Company's latest annual report on Form 10-KSB.

B.  Long-Term Debt:

      As of the end of Second Quarter, 2000, the Company had no long-term debt.

C.  Common Stock:

      In January 2000, the Company issued 800,000 shares of common stock in a
private placement at $0.02 per share, which was the quoted market price of
the Company's common stock on the date of issuance.


Item 2.                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                     FINANCIAL CONDITION AND RESULTS OF OPERATIONS


NET SALES

Second quarter sales of $52,600 were approximately 19% less than the $65,000
for the comparable period in 1999.  The decrease is primarily a result of a
decrease in sales to dealers.  The first half year sales were 26% less than
the first half year sales the previous year.  The decrease was due to a de-
crease in both utility sales and dealer sales.

COST AND EXPENSE

COST OF PRODUCTS SOLD as a percentage of net sales increased 2.5% for the
second quarter of 2000 compared with the same period in the prior year.  For
the six month period the cost of products sold increased 9.1% compared to the
same period the prior year.  This decrease in gross margin percentage is
primarily due to a decrease in the production efficiency resulting from lower
production volume.

SELLING EXPENSES for the second quarter of 2000, as percentage of net sales,
increased by 2.6% compared to the same period in the prior year.

General and Administrative expenses as a percentage of net sales for the
second quarter of 1999 increased to 63.3% compared to 62.0% in the same period
in the prior year.  The total administrative expense decreased 17.4% compared
to the same period in the prior year.  The decrease was due to less time
devoted to administration.

Research and Development expenses for the second quarter remained about at
the same level as in the same quarter in the prior year.

EARNINGS

The net loss for the second quarter was $41,700 compared to a net loss of
$40,000 for the same period in the prior year.  The losses were due to the
decrease in sales and decreased margin due to deceased production volume.

LIQUIDITY

The Independent Auditor's Report on Dencor Energy Cost Controls, Inc. Financial
Statements for the year ended December 31, 1999 included a "going concern"
explanatory paragraph that describes substantial doubt about the Company's
ability to continue as a going concern.  Management's plans in regards to the
factors which prompted the explanatory paragraph are discussed in Note 2 to
the Company's December 31, 1999 Financial Statements.

The Company's current ratio is .24 at the Quarter ended June 30, 2000.  Man-
agement believes the acid ratio (cash and accounts receivable divided by
current liabilities) of .04 is below the limits of reasonable liquidity. If
working capital beyond that provided by cash flow is needed, additional debt
financing will be sought.  If traditional debt financing is not available, the
Company will attempt to raise working capital by private borrowing including
stockholder loans although no assurances can be given that financing will be
available.  The Company may also seek acquisitions or mergers.


YEAR 2000
The Company did not experience any Year 2000 problems with its accounting
system, its products, or production processes.  The Company has no information
that indicates key vendors, service providers, or any third parties, may be
unable to sell or purchase from the Company because of any Year 2000
compliance problems they may have.  The Company's contingency plans in the
event year 2000 problems arise are set forth in the Company's Annual Report
on Form 10KSB for the year ended December 31, 1999.



                      DENCOR ENERGY COST CONTROLS, INC.

                         PART II - OTHER INFORMATION

         Items 1 through 5 would appear to require no answers according to the
         instructions.

Item 5.  Exhibits And Reports On Form 8-K
      (a)  The following Exhibit is filed as part of this Quarterly Report on
                Form 10-Q:
                27.  Financial Data Schedule.
      (b)  During the quarter ended June 30, 2000, the Registrant filed no
           reports on
                Form 8-K.

                                                   SIGNATURE

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, thereunto duly authorized.

                                       DENCOR ENERGY COST CONTROLS, INC.
                                       Registrant

                                       By:       Maynard L. Moe
                                                 President

                                                 Date: August 14, 2000



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