UNITED STATES 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, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 0R 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
---------------- ---------------------------
Commission file number: 2-87052-D
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Cogenco International, Inc.
----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Colorado 84-0914754
- ------------------------------- ----------------------------
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
Suite 1001, 1775 Sherman Street, Denver, Colorado
-------------------------------------------------
80203 (Address of principal executive offices
and Zip Code)
(303)894-0234
-----------------------------
(Registrant's telephone number)
N/A
- --------------------------------------------------------------------------------
(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 of 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 X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of each of the issuer's classes of common
stock, as of August 2, 1996 is 1,788,756 shares, $.01 par value.
<PAGE>
COGENCO INTERNATIONAL, INC.
(A Development Stage Company)
INDEX
-----
Page No.
--------
PART I. FINANCIAL INFORMATION
- ------- ---------------------
Balance Sheet - June 30, 1996 and March 31, 1996
(unaudited) 1
Statement of Operations - For the Three Months Ended
June 30, 1995 and 1996 and Cumulative
Amounts from Inception of the Development Stage
(July 26, 1990) through June 30, 1996 (unaudited) 2
Statement of Stockholders' Equity (Deficit) - For the
Three Months ended June 30, 1996 (unaudited) 3
Statement of Cash Flows - For the Three Months ended
June 30, 1995 and 1996 and Cumulative Amounts from
Inception of the Development Stage (July 26, 1990)
through June 30, 1996 (unaudited) 4
Notes to Unaudited Financial Statements 5
Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
PART II. OTHER INFORMATION
- -------- -----------------
<PAGE>
COGENCO INTERNATIONAL, INC.
(A Development Stage Company)
BALANCE SHEET
June 30, 1996 and March 31, 1996
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
------
March 31, June 30,
1996 1996
--------- --------
<S> <C> <C>
Cash, including interest bearing
accounts of $141,105 (March 31 1996)
and $136,921 (June 30, 1996) $ 141,105 $ 137,040
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable - related parties
(Note 3) $ 450 $ 598
Accounts payable - other - 1,082
---------- ----------
Total current liabilities 450 1,680
Stockholders' equity:
Preferred stock, $.01 par value;
10,000,000 shares authorized,
no shares issued and outstanding -
Common stock, $.01 par value;
50,000,000 shares authorized,
1,788,756 shares issued and
outstanding 17,888 17,888
Additional paid-in capital 2,054,400 2,054,400
Accumulated deficit (including
$567,467 deficit accumulated
during the development stage
at June 30, 1996) (1,931,633) (1,936,928)
---------- ----------
Total stockholders' equity 140,655 135,360
---------- ----------
$ 141,105 $ 137,040
========== ==========
See accompanying notes.
1
</TABLE>
<PAGE>
COGENCO INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Three Months ended June 30, 1995 and
1996 and Cumulative Amounts from Inception of the
Development Stage
(July 26, 1990) through June 30, 1996
(Unaudited)
<TABLE>
<CAPTION>
Three months
ended June 30, Cumulative
-------------- amounts from
1995 1996 Inception
-------- -------- ---------
<S> <C> <C> <C>
Revenues:
Interest income $ 1,664 $ 1,331 $ 20,464
Costs and expenses:
Legal fees - related party
(Note 3) 7,628 3,325 138,722
Consulting and travel expenses -
related party - - 140,637
Dry hole costs (recovery) (2,587) - 123,086
General and administrative 3,226 3,301 185,486
--------- --------- ---------
Total costs and expenses 8,267 6,626 587,931
--------- --------- ---------
Net loss (Note 2) $ (6,603) $ (5,295) $(567,467)
========= ========= =========
Net loss per common share $ * $ * $ (.54)
========== ========= =========
Weighted average number of common
shares outstanding 1,788,756 1,788,756 1,051,206
========= ========== =========
* Less than $.01 per share
See accompanying notes.
2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COGENCO INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the Three Months Ended June 30, 1996
(Unaudited)
Common stock Additional Total
---------------------------- paid-in Accumulated stockholders'
Shares Amount capital deficit equity
---------- ------ ----------- ------------ --------------
<S> <C> <C> <C> <C> <C>
Balance at March 31, 1996 1,788,756 $17,888 $2,054,400 $(1,931,633) $140,655
Net loss for the three months
ended June 30, 1996 - - - (5,295) (5,295)
--------- ------- ---------- ----------- --------
Balance at June 30, 1996 1,788,756 $17,888 $2,054,400 $(1,936,928) $135,360
========= ======= ========== =========== ========
See accompanying notes.
3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COGENCO INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Three Months Ended June 30, 1995 and 1996 and
Cumulative Amounts from Inception of the Development Stage
(July 26, 1990) Through June 30, 1996
(Unaudited)
Three months
ended June 30, Cumulative
-------------- amounts from
1995 1996 Inception
-------- ------- ---------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (6,603) $ (5,295) $(567,467)
Consulting fees paid directly by
common stock purchases - - 50,000
Increase (decrease)in accounts
payable (9,314) 1,230 6,677
-------- --------- --------
Net cash used in operations (15,917) (4,065) (510,790)
Cash flows from financing activities:
Proceeds from sale of common stock - - 647,800
Short-term borrowings - - 100,000
Repayments of short-term borrowings - - (100,000)
-------- --------- --------
Net cash provided by financing
activities - - 647,800
-------- --------- --------
Net increase (decrease) in cash (15,917) (4,065) 137,010
Cash and cash equivalents at
beginning of period 179,060 141,105 30
--------- --------- --------
Cash and cash equivalents at
end of period $ 163,143 $ 137,040 $137,040
========= ========= ========
See accompanying notes.
</TABLE>
4
<PAGE>
COGENCO INTERNATIONAL, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
June 30, 1996
1. Basis of presentation
---------------------
The accompanying financial statements have been prepared by the Company, without
audit. In the opinion of management, the accompanying unaudited financial
statements contain all adjustments (consisting of only normal recurring
accruals) necessary for a fair presentation of the financial position as of
March 31, 1996 and June 30, 1996, and the results of operations and cash flows
for the periods ended June 30, 1995 and 1996.
Concentrations of credit risk:
Financial instruments which potentially subject the Company to concentrations of
credit risk consist principally of cash. The Company places its cash with high
quality financial institutions, which deposits are insured up to $100,000 per
institution by the Federal Deposit Insurance Corporation (FDIC). At March 31,
1996, the Company's cash deposits exceeded the FDIC insurance limit of $100,000,
by $41,105 at the one institution and at June 30, 1996 by $37,040.
2. Income taxes
------------
No provision for income taxes is required at June 30, 1995 or 1996 because, in
management's opinion, the effective tax rate for the years will be zero.
As of March 31, 1996 and June 30, 1996, total deferred tax assets and valuation
allowance are as follows:
March 31, June 30,
1996 1996
--------- ---------
Deferred tax assets resulting from
loss carryforward $221,000 $223,000
Valuation allowance (221,000) (223,000)
-------- --------
$ - $ -
-------- --------
3. Related party transactions
--------------------------
For the period from inception of the development stage to June 30, 1996, the
Company incurred legal costs of $88,221, from a law firm which was formerly a
principal stockholder. A former principal of that law firm is a relative of an
officer and director of the Company.
For the three months ended June 30, 1995 and 1996 and from inception of the
development stage, the Company incurred legal costs of $7,628, $3,325 and
$50,501, respectively, from a law firm in which a principal of the law firm is a
relative of an officer and director of the Company. As of June 30, 1996, $598
was owed to this related law firm.
5
<PAGE>
COGENCO INTERNATIONAL, INC.
Item 2. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations
---------------------
Material Changes in Financial Condition
---------------------------------------
At June 30, 1996, the Company had working capital of $135,360 as
compared to working capital of $140,655 on March 31, 1996. The
decrease is attributable primarily to a net operating loss for
the three month period of $5,295. This was caused principally by
costs and expenses consisting of legal fees of $3,325, accounting
fees of $2,598, miscellaneous expenses of $703 with minimal
offsetting interest and miscellaneous income of $1,331. No
charges have been made for management of the Company for the
three month period ended June 30, 1996 since the officers of the
Company waived any management fees payable by the Company. No
charge has been made for rent, since the cost would be minimal.
The Company expects to continue incurring expenses for seeking
and evaluating business prospects until it acquires or
participates in a business opportunity. Since the Company became
inoperative in 1988, its management has been seeking an
appropriate acquisition candidate to acquire
Material Changes in Results of Operations
-----------------------------------------
The Company is not operating in any business at this time but is
continuing to seek out business opportunities and, if appropriate
financing is obtained, will operate in the oil and gas business.
It is anticipated that the Company will continue to incur losses
in the near future.
PART II
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
A. Exhibits
None
B. Reports on Form 8-K
During the three months ended June 30, 1996, the Company filed no
reports on Form 8-K.
6
<PAGE>
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.
Date: August 6, 1996 /s/ David W. Brenman
-------------------------------
David W. Brenman, President
7
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FORM 10-QSB FOR THE PERIOD ENDED JUNE 30, 1996 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-QSB.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> JUN-30-1996
<CASH> 137,040
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 137,040
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 137,040
<CURRENT-LIABILITIES> 1,680
<BONDS> 0
0
0
<COMMON> 17,888
<OTHER-SE> 2,054,400
<TOTAL-LIABILITY-AND-EQUITY> 137,040
<SALES> 0
<TOTAL-REVENUES> 1,331
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,626
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,295)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,295)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,295)
<EPS-PRIMARY> (.003)
<EPS-DILUTED> (.003)
</TABLE>
