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Previous: ALPHARMA INC, 10-Q, 1997-08-08 |
Next: MYLEX CORP, 10-Q, 1997-08-08 |
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, 1997
-------------
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
---------
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 1, 1997 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, 1997 and March 31, 1997
(unaudited) 1
Statement of Operations - For the Three Months Ended
June 30, 1996 and 1997 and Cumulative
Amounts from Inception of the Development Stage
(July 26, 1990) through June 30, 1997 (unaudited) 2
Statement of Stockholders' Equity - For the
Three Months ended June 30, 1997 (unaudited) 3
Statement of Cash Flows - For the Three Months ended
June 30, 1996 and 1997 and Cumulative
Amounts from Inception of the Development Stage
(July 26, 1990) through June 30, 1997 (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 6
- -------- -----------------
<PAGE>
COGENCO INTERNATIONAL, INC.
(A Development Stage Company)
<TABLE>
<CAPTION>
BALANCE SHEET
June 30, 1997 and March 31, 1997
(Unaudited)
ASSETS
------
March 31, June 30,
1997 1997
--------- --------
<S> <C> <C>
Current asset:
Cash, interest bearing accounts 125,699 124,426
Computer equipment, at cost, net of
accumulated depreciation of $637
(March 31, 1997) and $925 (June 30,
1997) 2,935 2,647
---------- ----------
$ 128,634 $ 127,073
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable - related parties
(Note 3) $ -- $ 646
Accounts payable - other -- 2,298
---------- ----------
Total current liabilities -- 2,944
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
$578,698 deficit accumulated
during the development stage
at June 30, 1997) (1,943,654) (1,948,159)
---------- ----------
Total stockholders' equity 128,634 124,129
---------- ----------
$ 128,634 $ 127,073
========== ==========
</TABLE>
See accompanying notes.
1
<PAGE>
COGENCO INTERNATIONAL, INC.
(A Development Stage Company)
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
For the Three Months Ended June 30, 1996 and 1997 and
Cumulative Amounts from Inception of the Development Stage (July 26, 1990)
Through June 30, 1997
(Unaudited)
Cumulative
Three Months Ended June 30, amounts from
1996 1997 Inception
-------- -------- ------------
<S> <C> <C> <C>
Revenues:
Interest income $ 1,331 $ 1,092 $ 25,006
Costs and expenses:
Legal fees - related party
(Note 3) 3,325 2,722 143,982
Consulting and travel
expenses - related party -- -- 144,865
Dry hole costs (recovery) -- -- 123,086
General and administrative 3,301 2,587 190,846
Depreciation -- 288 925
--------- --------- ---------
Total costs and expenses 6,626 5,597 603,704
--------- --------- ---------
Net loss (Note 2) $ (5,295) $ (4,505) $(578,698)
========= ========= =========
Net loss per common share $ * $ * $ (.50)
========= ========= =========
Weighted average number of common
shares outstanding 1,788,756 1,788,756 1,157,570
========= ========= =========
</TABLE>
* Less than $.01 per share
See accompanying notes.
2
<PAGE>
COGENCO INTERNATIONAL, INC.
(A Development Stage Company)
<TABLE>
<CAPTION>
STATEMENT OF STOCKHOLDERS' EQUITY
For the Three Months Ended June 30, 1997
(Unaudited)
Common Stock Additional Total
-------------------- paid-in Accumulated stockholders'
Shares Amount capital deficit equity
------ ------ ---------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Balance at March 31, 1997 1,788,756 $17,888 $2,054,400 $(1,943,654) $128,634
Net loss for the three months
ended June 30, 1997 -- -- -- (4,505) (4,505)
--------- ------- ---------- ----------- --------
Balance at June 30, 1997 1,788,756 $17,888 $2,054,400 $(1,948,159) $124,129
========= ======= ========== =========== ========
</TABLE>
See accompanying notes.
3
<PAGE>
COGENCO INTERNATIONAL, INC.
(A Development Stage Company)
<TABLE>
<CAPTION>
STATEMENT OF CASH FLOWS
For the Three Months Ended June 30, 1996 and 1997 and
Cumulative Amounts from Inception of the Development Stage (July 26, 1990)
Through June 30, 1997
(Unaudited)
Cumulative
Three Months Ended June 30, amounts from
1996 1997 Inception
-------- ------- ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (5,295) $ (4,505) $(578,698)
Consulting fees paid directly by
common stock purchasers -- -- 50,000
Depreciation expense -- 288 925
Increase in accounts payable 1,230 2,944 7,941
--------- --------- ---------
Net cash used in operations (4,065) (1,273) (519,832)
Cash flows from investing activities:
Purchase of computer equipment -- -- (3,572)
--------- --------- ---------
Net cash used in investing
activities -- -- (3,572)
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 (4,065) (1,273) 124,396
Cash and cash equivalents at
beginning of period 141,105 125,699 30
--------- --------- ---------
Cash and cash equivalents at
end of period $ 137,040 $ 124,426 $ 124,426
========= ========= =========
</TABLE>
See accompanying notes.
4
<PAGE>
COGENCO INTERNATIONAL, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
June 30, 1997
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, 1997 and June 30, 1997, and the results of
operations and cash flows for the periods ended June 30, 1996 and 1997.
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, 1997, the Company's cash deposits exceeded
the FDIC insurance limit of $100,000, by $25,699 at the one institution and
at June 30, 1997 by $24,426.
2. Income taxes
------------
No provision for income taxes is required at June 30, 1996 or 1997 because,
in management's opinion, the effective tax rate for the years will be zero.
As of March 31, 1997 and June 30, 1997, total deferred tax assets and
valuation allowance are as follows:
March 31, June 30,
1997 1997
--------- --------
Deferred tax assets resulting from
loss carryforward $225,000 $226,000
Valuation allowance (225,000) (226,000)
-------- --------
$ -- $ --
======== ========
3. Related party transactions
--------------------------
For the period from inception of the development stage to June 30, 1997,
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, 1996 and 1997 and from inception of the
development stage, the Company incurred legal costs of $3,325, $2,722 and
$55,761, 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,
1997, $646 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, 1997, the Company had working capital of $121,482 as
compared to working capital of $125,699 on March 31, 1997. The
decrease is attributable primarily to a net operating loss for the
three month period of $4,505. This was caused principally by costs and
expenses consisting of legal fees of $2,722, accounting fees of
$2,191, miscellaneous expenses of $684 with minimal offsetting
interest and miscellaneous income of $1,092. No charges have been made
for management of the Company for the three month period ended June
30, 1997 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, 1997, the Company filed no
reports on Form 8-K.
6
<PAGE>
COGENCO INTERNATIONAL, INC.
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 8, 1997 /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 UNAUDITED FINANCIAL STATEMENTS FOR THE QUARTER ENDED JUNE 30, 1997 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-QSB.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> JUN-30-1997
<CASH> 124,426
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 124,426
<PP&E> 3,572
<DEPRECIATION> (925)
<TOTAL-ASSETS> 127,073
<CURRENT-LIABILITIES> 2,944
<BONDS> 0
0
0
<COMMON> 17,888
<OTHER-SE> 2,054,400
<TOTAL-LIABILITY-AND-EQUITY> 127,073
<SALES> 0
<TOTAL-REVENUES> 1,092
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,597
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,505)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,505)
<EPS-PRIMARY> .00
<EPS-DILUTED> .00
</TABLE>
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