<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995 Commission File # 0-9129
------
LOCH EXPLORATION, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-1657943
----- ----------
(State of other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
414 E. Elm, Gainesville, Texas 76240
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(Address of principal executive offices) (Zip Code)
(817) 668 - 1271
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(Registrant's telephone number, including area code)
___________________________________________________________________________
(Former name, former address, and former fiscal year, if changed 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 Exchange Act of 1934 during
the preceding twelve 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 ninety days.
YES X NO _________
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock - $.001 par value 64,388,376
- ------------------------------ ----------
(Title of Class) Number of shares outstanding on September
30, 1995
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[LETTER HEAD OF RMHR APPEARS HERE]
ACCOUNTANTS' COMPILATION REPORT
-------------------------------
Loch Exploration, Inc.
Gainesville, Texas
We have compiled the accompanying balance sheet of Loch Exploration, Inc. as of
September 30, 1995, and the related statements of operations, retained earnings,
and cash flows for the nine months ended September 30, 1995 and September 30,
1994 and the related statements of operations for the three months ended
September 30, 1995 and September 30, 1994, in accordance with Statements on
Standards for Accounting and Review Services issued by the American Institute of
Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not express
an opinion or any other form of assurance on them.
Management has elected to omit substantially all of the disclosures required by
generally accepted accounting principles. If the omitted disclosures were
included in the financial statements, they might influence the user's
conclusions about the company's financial position, results of operations and
cash flows. Accordingly, these financial statements are not designed for those
who are not informed about such matters.
/s/ Rigler, Murrell, Hess & Rohmer
Rigler, Murrell, Hess & Rohmer
A Professional Corporation
Certified Public Accountants
November 8, 1995
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LOCH EXPLORATION, INC.
BALANCE SHEET
As of September 30, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
ASSETS
Current assets:
Cash $36,087 $30,946
Accounts receivable, net 256,981 63,825
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Total current assets 293,068 94,771
Oil and gas property:
Oil and gas property 265,509 302,920
Accumulated depletion (57,643) (17,461)
-------- --------
Total oil and gas property 207,866 285,459
Fixed assets:
Equipment 71,891 71,891
Accumulated depreciation (21,122) (14,411)
-------- --------
Total fixed assets 50,769 57,480
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Total Assets $551,703 $437,710
</TABLE>
UNAUDITED - See accountant's compilation report
<PAGE>
LOCH EXPLORATION, INC.
BALANCE SHEET
As of September 30, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $87,174 $ 38,331
Accrued taxes 582
Notes payable 9,306
-------- -----
Total current liabilities 87,174 48,219
Related party liabilities:
Accounts payable 2,800
Notes payable 21,619 34,800
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Total related party liabilities 24,419 34,800
Long term debt:
Debentures payable 65,000 128,000
Unamortized discount (6,500) (12,800)
Notes payable 26,665
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Total long term debt 85,165 115,200
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Total Liabilities 196,758 198,219
Stockholders' equity
Common stock, $.001 par value; 150,000,000
shares authorized; 64,388,376 shares issued
and outstanding September 30, 1995 64,388 61,238
Additional paid in capital 269,046 218,296
Retained earnings 21,511 (40,043)
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Total Stockholders' Equity 354,945 239,491
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Total Liabilities and Stockholders' Equity $551,703 $437,710
</TABLE>
UNAUDITED - See accountant's compilation report
<PAGE>
LOCH EXPLORATION, INC
INCOME STATEMENT
For the nine months ended September 30, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Revenue:
Lease operating $4,102 $7,441
Compressor Lease 29,876 33,376
Oil and gas sales 143,068 148,837
Sale of assets 124,500
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Total revenue 301,546 189,654
Costs and expenses:
Cost of assets sold 46,602
Lease operating 78,302 91,217
General and administrative 63,731 59,598
Depletion and depreciation 22,528 7,611
Interest 11,541 16,198
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Total costs and expenses 222,704 174,624
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Income (loss) before taxes 78,842 15,030
Income tax (14,172) 0
-------- -
Net income $64,670 $15,030
Net income (loss) per common
and common equivalent share $0.0010 $0.0002
Weighted average number of
shares outstanding 61,099,614 61,030,232
</TABLE>
UNAUDITED - See accountant's compilation report
<PAGE>
LOCH EXPLORATION, INC.
INCOME STATEMENT
For the three months ended September 30, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Revenue:
Lease operating $1,700 $2,366
Compressor lease 9,092 12,592
Oil and gas sales 31,462 71,661
Oil lease sales 124,500
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Total revenue 166,754 86,619
Costs and expenses:
Cost of assets sold 46,602
Lease operating expense 16,223 49,620
General and administrative 22,400 20,459
Depletion and depreciation 6,540 2,737
Interest 3,840 6,998
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Total costs and expenses 95,605 79,814
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Income (loss) before taxes 71,149 6,805
Income taxes 14,172 0
------ -
Net income (loss) 56,977 6,805
Net income (loss) per common
and common equivalent share $0.0009 $0.0001
Weighted average number of
shares outstanding 64,388,376 61,099,614
</TABLE>
UNAUDITED - See accountant's compilation report
<PAGE>
LOCH EXPLORATION, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
For the year ended December 31, 1994 and
the nine months ended September 30, 1995 and 1994
<TABLE>
<CAPTION>
Shares of
common Additional Retained
stock Common paid in earnings
issued stock capital (deficit)
<S> <C> <C> <C> <C>
Balance December 31, 1993 60,960,851 $60,961 $56,035 ($55,075)
Treasury stock traded for
property 150,000
Stock issued to related parties
in repayment of loans and
interest 277,525 277 9,461
Net income, September 30, 1994 15,030
------- ------- ------- ------
Balance September 30, 1994 61,238,376 61,238 215,496 (40,045)
Stock issued to retire debt,
1993 A debentures 3,150,000 3,150 53,550
Net loss, December 31, 1994 (3,114)
------- ------- ------- -------
Balance December 31, 1994 64,388,376 64,388 269,046 (43,159)
Net income, September 30, 1995 64,670
------- ------- ------- ------
Balance, September 30, 1995 64,388,376 64,388 269,046 21,511
</TABLE>
UNAUDITED - See accountant's compilation report
<PAGE>
LOCH EXPLORATION, INC
STATEMENT OF CASH FLOWS
For the nine months ended September 30, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $64,670 $15,030
Adjustments to reconcile net income (loss)
to net cash flows from operating activities:
Depletion, depreciation 22,528 7,611
Interest converted to stock 2,800
(Increase) decrease in accounts receivable (195,587) (42,497)
(Decrease) increase in accounts payable 68,060 28,530
(Decrease) increase in taxes payable 582
(Decrease) increase in notes payable (6,844)
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Net cash provided (used) by operating
activities (47,173) 12,056
Cash flows from investing activities:
Purchased property and equipment (12,506)
Purchases oil and gas property (49,710) (34,160)
Sold oil and gas properties 98,352 6,977
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Net cash provided (used) by investing
activities 48,642 (39,689)
Cash flows from financing activities:
Advances from notes payable 31,000 12,500
Repayment of notes payable (18,126) (3,194)
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Net cash provided (used) by financing
activities 12,874 9,306
------ -----
Net increase (decrease) in cash and
equivalents 14,343 (18,327)
Cash and equivalents, beginning 21,744 49,273
------ ------
Cash and equivalents, ending 36,087 30,946
Supplemental cash flow information:
Income tax paid 0 0
Interest paid 7,680 4,198
</TABLE>
UNAUDITED - See accountant's compilation report
<PAGE>
Management's Discussion and Analysis of Financial Conditions and Results of
- ---------------------------------------------------------------------------
Operations:
- -----------
Operations:
- -----------
During the third quarter of 1995, the assets of the Company amounted to $551,703
showing an increase of $113,933 from the third quarter of 1994 assets. The
increase is due to the Company's sale of three oil leases for $176,500 with the
funds not received until after the close of the third quarter.
Revenues and Operating Expenses:
- --------------------------------
Total revenue for the third quarter of 1995 was $166,754 compared to $86,619 for
the third quarter of 1994, with 1995 third quarter net income of $56,977
compared to $6,805 in 1994 third quarter. The increase in income was primarily
due to the sale of leases.
<PAGE>
Part 11 - Other Information
Item 6 Exhibits and Reports of Form 8-K
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(A) Exhibits: 27 Financial Data Schedule
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(B) Reports on Form 8-K:
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Date of report 10/13/95
Item 2. Disposition of Assets
On October 5, 1995, Loch Exploration, Inc. sold sixteen natural gas
producing wells along with their respective oil and gas leases,
located in Chautauqua and Cattaragus Counties, New York. The
properties were sold to a corporation not affiliated with the
Registrant for a total price of $124,500, which was paid at closing.
The subject properties were acquired from a corporation not
affiliated with the Registrant for a total purchase price of $29,668
which was paid at closing on May 31, 1995.
<PAGE>
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.
Loch Exploration, Inc.
----------------------
Date: November 9, 1995 Glenn L. Loch, President
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 36,087
<SECURITIES> 0
<RECEIVABLES> 256,981
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 293,068
<PP&E> 337,400
<DEPRECIATION> 78,765
<TOTAL-ASSETS> 551,703
<CURRENT-LIABILITIES> 87,174
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 551,703
<SALES> 301,546
<TOTAL-REVENUES> 301,546
<CGS> 46,602
<TOTAL-COSTS> 211,163
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,541
<INCOME-PRETAX> 78,842
<INCOME-TAX> 14,172
<INCOME-CONTINUING> 64,670
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 64,670
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>