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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, 1997
OR
/ X / 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: 2-87052-D
---------
Cogenco International, Inc.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Colorado 84-0914754
- ---------------------------- ------------------------------------
(State or other jurisdiction (IRS Employer Identification Number)
of incorporation or
organization)
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)
Indicated 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 subjected 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 November 11, 1997 is 1,788,756 shares, $.01 par value.
<PAGE>
<TABLE>
<CAPTION>
COGENCO INTERNATIONAL, INC.
(A Development Stage Company)
INDEX
-----
Page No.
--------
PART I. FINANCIAL INFORMATION
- ------- ---------------------
<S> <C>
Balance Sheet - September 30, 1997 and March 31, 1997 (unaudited) 1
Statement of Operations - For the Three Months Ended September 30 1996 and 1997 2
(unaudited)
Statement of Operations - For the Six Months Ended September 30, 1996 and 1997 and 3
Cumulative Amounts from Inception of the Development Stage (July 26, 1990) through
September 30, 1997 (unaudited)
Statement of Stockholders' Equity - For the Six Months Ended September 30, 1997 4
(unaudited)
Statement of Cash Flows - For the Six Months Ended September 30, 1996 and 1997 and 5
Cumulative Amounts from Inception of the Development Stage (July 26, 1990) through
September 30, 1997 (unaudited)
Notes to Unaudited Financial Statements 6
Management's Discussion and Analysis of Financial Condition and Results of Operations 8
PART II. OTHER INFORMATION
- -------- -----------------
Item 6 - Exhibits and Reports on Form 8-K 8
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COGENCO INTERNATIONAL, INC.
(A Development Stage Company)
BALANCE SHEET
September 30, 1997 and March 31, 1997
(Unaudited)
ASSETS
------
March 31, September 30,
1997 1997
------------ -------------
<S> <C> <C>
Current asset:
Cash, interest bearing accounts $ 125,699 $ 120,036
Computer equipment, at cost, net of accumulated
depreciation of $637 (March 31) and $1,213
(September 30) 2,935 2,935
------------ ------------
$ 128,634 $ 122,395
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable - related parties(Note 3) $ -- $ 210
Accounts payable - other -- 124
------------ ------------
Total current liabilities -- 334
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 $580,766 deficit
accumulated during the development stage at
September 30) (1,943,654) (1,950,227)
------------ ------------
Total stockholders' equity 128,634 122,061
------------ ------------
$ 128,634 $ 122,395
============ ============
</TABLE>
See accompanying notes.
1
<PAGE>
<TABLE>
<CAPTION>
COGENCO INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Three Months Ended September 30, 1996 and 1997
(Unaudited)
Three Months Ended September 30,
-----------------------------------------
1996 1997
------------- -------------
<S> <C> <C>
Revenues:
Interest income $ 1,186 $ 1,072
Cost and expenses:
Legal fees - related party 1,353 1,493
(Note 3)
General and administrative 930 1,359
Depreciation -- 288
------------- -------------
Total cost and expenses 2,283 3,140
------------- -------------
Net loss (Note 2) $ (1,097) $ (2,068)
============= =============
Net loss per common share $ * $ *
============= =============
Weighted average number of common shares outstanding 1,788,756 1,788,756
============= =============
* Less than $.01 per share
</TABLE>
See accompanying notes.
2
<PAGE>
<TABLE>
<CAPTION>
COGENCO INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Six Months Ended September 30, 1996 and 1997 and
Cumulative Amounts from Inception of the Development Stage
(July 26, 1990)Through September 30 1997
(Unaudited)
Six Months Ended September 30, Cumulative amounts
------------------------------------ from
1996 1997 Inception
----------- ----------- -----------------
<S> <C> <C> <C>
Revenues:
Interest income $ 2,517 $ 2,164 $ 26,078
Cost and expenses:
Legal fees - related party (Note 3) 4,678 4,214 145,474
Consulting and travel expenses - Related
party -- -- 144,865
Dry hole costs (recovery) -- -- 123,086
General and administrative 4,231 3,947 192,206
Depreciation -- 576 1,213
----------- ----------- -----------
Total cost and expenses 8,909 8,737 606,844
----------- ----------- -----------
Net loss (Note 2) $ (6,392) $ (6,573) $ (580,766)
=========== =========== ===========
Net loss per common share $ * $ * $ (0.49)
=========== =========== ===========
Weighted average number of common shares
outstanding 1,788,756 1,788,756 1,179,708
=========== =========== ===========
* Less than $.01 per share
</TABLE>
See accompanying notes.
3
<PAGE>
<TABLE>
<CAPTION>
COGENCO INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDER'S EQUITY
For the Six Months Ended September 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 six months ended
September 30, 1997 -- -- -- (6,573) (6,573)
--------- --------- ---------- ----------- ------------
Balance at September 30, 1997 1,788,756 $ 17,888 $2,054,400 $(1,950,227) $ 122,061
========= ========= ========== =========== ============
</TABLE>
See accompanying notes.
4
<PAGE>
<TABLE>
<CAPTION>
COGENCO INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Six Months Ended September 30, 1996 and 1997 and
Cumulative Amounts from Inception of the Development Stage
(July 26, 1990)Through September 30 1997
(Unaudited)
Six Months Ended September 30, Cumulative amounts
------------------------------- from
1996 1997 Inception
--------- --------- -----------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (6,392) $ (6,573) $(580,766)
Consulting fees paid directly by common
stock purchasers: -- -- 50,000
Depreciation expense - 576 1,213
Increase in accounts payable (271) 334 5,331
--------- --------- ---------
Net cash used in Operations (6,663) (5,663) (524,222)
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 (6,663) (5,663) 120,006
--------- --------- ---------
Cash and cash equivalents at beginning of period 141,105 125,699 30
--------- --------- ---------
Cash and cash equivalents at end of period $ 134,442 $ 120,036 $ 120,036
========= ========= =========
</TABLE>
See accompanying notes.
5
<PAGE>
COGENCO INTERNATIONAL, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
September 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 September 30, 1997, and the results of
operations and cash flows for the periods ended September 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 September 30, 1997 by $20,036.
2. Income taxes
------------
No provision for income taxes is required at September 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 September 30, 1997, total deferred tax assets and
valuation allowance are as follows:
<TABLE>
<CAPTION>
March 31, 1997 September 30, 1997
-------------- ------------------
<S> <C> <C>
Deferred tax assets resulting from loss carryforward $ 225,000 $ 227,000
Valuation allowance (225,000) (227,000)
------------ ------------
$ -- $ --
============ ============
</TABLE>
6
<PAGE>
COGENCO INTERNATIONAL, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
September 30, 1997
3. Related party transactions
For the period from inception of the development stage to September 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 six months ended September 30, 1996 and 1997 and from inception of
the development stage, the Company incurred legal costs of $4,678, $4,214
and $57,253, 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, 1997, $210 was owed to this related law firm.
7
<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, 1997, the Company had working capital of $119,702 as
compared to working capital of $125,699 on March 31, 1997. The
decrease is attributable primarily to a net operating loss for the six
month period of $6,573. This was caused principally by costs and
expenses consisting of legal fees of $4,214, accounting fees of
$3,197, miscellaneous expenses of $1,326 with minimal offsetting
interest and miscellaneous income of $2,164. No charges have been made
for management of the Company for the six month period ended September
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
27.1 - Financial Data Schedule
B. Reports on Form 8-K
During the three months ended September 30, 1997, the Company
filed no reports on Form 8-K.
8
<PAGE>
COGENCO INTERNATIONAL, INC.
Pusauant 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 11, 1997 /s/ David Brenman
----------------- -----------------------------------------
David Brenman, President
9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FORM 10-QSB FOR THE PERIOD ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-QSB.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> SEP-30-1997
<CASH> 120,036
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 120,036
<PP&E> 3,572
<DEPRECIATION> 1,213
<TOTAL-ASSETS> 122,395
<CURRENT-LIABILITIES> 334
<BONDS> 0
0
0
<COMMON> 17,888
<OTHER-SE> 2,054,400
<TOTAL-LIABILITY-AND-EQUITY> 122,395
<SALES> 0
<TOTAL-REVENUES> 1,072
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,140
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,068)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,068)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,068)
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
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