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 September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number: 2-87052-D
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Cogenco International, Inc.
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(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
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(Address of principal executive offices and Zip Code)
(303)894-0234
-----------------------------
(Registrant's telephone number)
N/A
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(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 October 10, 1996 is 1,788,756 shares, $.01 par value.
<PAGE>
COGENCO INTERNATIONAL, INC.
(A Development Stage Company)
INDEX
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Page No.
--------
PART I. FINANCIAL INFORMATION
- ------- ---------------------
Balance Sheet - September 30, 1996 and March 31, 1996
(unaudited) 1
Statement of Operations - For the Three Months Ended
September 30, 1995 and 1996 (unaudited) 2
Statement of Operations - For the Six Months Ended
September 30, 1995 and 1996 and Cumulative
Amounts from Inception of the Development Stage
(July 26, 1990) through September 30, 1996 (unaudited) 3
Statement of Stockholders' Equity - For the
Six Months ended September 30, 1996 (unaudited) 4
Statement of Cash Flows - For the Six Months ended
September 30, 1995 and 1996 and Cumulative
Amounts from Inception of the Development Stage
(July 26, 1990) through September 30, 1996 (unaudited) 5
Notes to Unaudited Financial Statements 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II. OTHER INFORMATION
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<PAGE>
COGENCO INTERNATIONAL, INC.
(A Development Stage Company)
BALANCE SHEET
September 30, 1996 and March 31, 1996
(Unaudited)
ASSETS
------
March 31, September
1996 30, 1996
---------- ----------
Current asset:
Cash, including interest bearing
accounts of $141,105 (March 31 1996)
and $134,407 (September 30, 1996) $ 141,105 $ 134,442
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable - related parties
(Note 3) $ 450 $ 108
Accounts payable - other - 71
---------- ----------
Total current liabilities 450 179
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
$568,564 deficit accumulated
during the development stage
at September 30, 1996) (1,931,633) (1,938,025)
---------- ----------
Total stockholders' equity 140,655 134,263
---------- ----------
$ 141,105 $ 134,442
========== ==========
See accompanying notes.
1
<PAGE>
COGENCO INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Three Months Ended September 30, 1995 and 1996
(Unaudited)
1995 1996
---------- ----------
Revenues:
Interest income $ 1,609 $ 1,186
Costs and expenses:
Legal fees - related party
(Note 3) 2,118 1,353
General and administrative 1,000 930
--------- ---------
Total costs and expenses 3,118 2,283
--------- ---------
Net loss (Note 2) $ (1,509) $ (1,097)
========= =========
Net loss per common share $ * $ *
========= =========
Weighted average number of common
shares outstanding 1,788,756 1,788,756
========= =========
* Less than $.01 per share
See accompanying notes.
2
<PAGE>
COGENCO INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Six Months Ended September 30, 1995 and 1996 and
Cumulative Amounts from Inception of the Development Stage (July 26, 1990)
Through September 30, 1996
(Unaudited)
Six Months Ended
September 30, Cumulative
---------------------- amounts from
1995 1996 Inception
--------- ---------- ------------
Revenues:
Interest income $ 3,273 $ 2,517 $ 21,650
Costs and expenses:
Legal fees - related party
(Note 3) 9,746 4,678 140,075
Consulting and travel expenses -
related party - - 140,637
Dry hole costs (recovery) (2,587) - 123,086
General and administrative 4,226 4,231 186,416
--------- --------- ---------
Total costs and expenses 11,385 8,909 590,214
--------- --------- ---------
Net loss (Note 2) $ (8,112) $ (6,392) $(568,564)
========= ========= =========
Net loss per common share $ * $ * $ (.53)
========= ========= =========
Weighted average number of common
shares outstanding 1,788,756 1,788,756 1,081,257
========= ========= =========
* Less than $.01 per share
See accompanying notes.
3
<PAGE>
<TABLE>
<CAPTION>
COGENCO INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the Six Months Ended September 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 six months
ended September 30, 1996 - - - (6,392) (6,392)
--------- ------- ---------- ----------- ----------
Balance at September 30, 1996 1,788,756 $17,888 $2,054,400 $(1,938,025) $ 134,263
========= ======= ========== =========== ==========
See accompanying notes.
4
</TABLE>
<PAGE>
COGENCO INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Six Months Ended September 30, 1995 and 1996 and
Cumulative Amounts from Inception of the Development Stage
(July 26, 1990) Through September 30, 1996
(Unaudited)
Six Months Ended
September 30, Cumulative
----------------- amounts from
1995 1996 Inception
--------- -------- ------------
Cash flows from operating activities:
Net loss $ (8,112) $ (6,392) $(568,564)
Consulting fees paid directly by
common stock purchases - - 50,000
Increase (decrease)in accounts
payable (12,592) (271) 5,176
-------- --------- ---------
Net cash used in operations (20,704) (6,663) (513,388)
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 (20,704) (6,663) 134,412
Cash and cash equivalents at
beginning of period 179,060 141,105 30
-------- --------- --------
Cash and cash equivalents at
end of period $158,356 $ 134,442 $134,442
======== ========= ========
See accompanying notes.
5
<PAGE>
COGENCO INTERNATIONAL, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
September 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 September 30, 1996, and the results of
operations and cash flows for the periods ended September 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 and September 30, 1996, the Company's
cash deposits exceeded the FDIC insurance limit of $100,000 by $41,105 and
$34,442, respectively.
2. Income taxes
------------
No provision for income taxes is required at September 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 September 30, 1996, total deferred tax assets and
valuation allowance are as follows:
March 31, September 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 September 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 six months ended September 30, 1995 and 1996 and from inception of
the development stage, the Company incurred legal costs of $9,746, $4,678
and $51,854, 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
September 30, 1996, $108 was owed to this related law firm.
6
<PAGE>
COGENCO INTERNATIONAL, INC.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
------------------------------------------------------------------------
Material Changes in Financial Condition
---------------------------------------
At September 30, 1996, the Company had working capital of $134,263 as
compared to working capital of $140,655 on March 31, 1996. The decrease is
attributable primarily to a net operating loss for the six month period of
$6,392. This was caused principally by costs and expenses consisting of
legal fees of $4,678, accounting fees of $3,225, miscellaneous expenses of
$1,006 with minimal offsetting interest and miscellaneous income of $2,517.
No charges have been made for management of the Company for the six month
period ended September 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 September 30, 1996, the Company filed no
reports on Form 8-K.
7
<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: November 4, 1996 /s/ David W. Brenman
------------------------------------
David W. Brenman, President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FORM 10-QSB FOR THE PERIOD ENDED SEPTEMBER 30, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-QSB
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> SEP-30-1996
<CASH> 134,442
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 134,442
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 134,442
<CURRENT-LIABILITIES> 179
<BONDS> 0
0
0
<COMMON> 17,888
<OTHER-SE> 2,054,400
<TOTAL-LIABILITY-AND-EQUITY> 134,442
<SALES> 0
<TOTAL-REVENUES> 2,517
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8,909
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,392)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,392)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,392)
<EPS-PRIMARY> (.00)
<EPS-DILUTED> (.00)
</TABLE>
