ARXA INTERNATIONAL ENERGY INC
10QSB, 1998-06-19
AGRICULTURAL PROD-LIVESTOCK & ANIMAL SPECIALTIES
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<PAGE>
                                       
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 ---------------

                                   FORM 10-QSB

                                 ---------------

     /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                 FOR THE QUARTERLY PERIOD ENDED: APRIL 30, 1998


     / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                         COMMISSION FILE NUMBER: 2-99565

                         ARXA INTERNATIONAL ENERGY, INC.

             (Exact name of registrant as specified in its charter)

                               Delaware 13-3784149
                   (State or other jurisdiction) (IRS Employer
              of incorporation or organization Identification No.)

                      110 Cypress Station Drive, Suite 280
                              Houston, Texas 77090
          (Address of principal executive offices, including zip code)

                                 (281) 444-1088
              (Registrant's telephone number, including area code)

                                  -------------

         Securities registered under Section 12(b) of the Exchange Act:       

                              Name of Each Exchange
                     Title of Each Class on which Registered

                          Common Stock, $.001 par value
                         OTC / ELECTRONIC BULLETIN BOARD


         Indicate by check mark whether the registrant (i) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (ii) has been subject to such filing requirements for the
past 90 days. Yes /X/ No / /


 As of June 17, 1998, there were 21,012,502 shares of Common Stock outstanding.


<PAGE>
                                       
                  ARXA INTERNATIONAL ENERGY, INC. & SUBSIDIARY
                               INDEX TO FORM 10-Q
                      FOR THE QUARTER ENDED APRIL 30, 1998



<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION                                                   PAGE
<S>                                                                              <C>
     ITEM 1.  FINANCIAL STATEMENTS

     Consolidated Balance Sheets - April 30, 1998 (unaudited)
       and October 31, 1997........................................................1

     Consolidated Statements of Operations - For the Three months
       Ended April 30, 1998 (unaudited) and April 30, 1997 (unaudited).............2

     Consolidated Statements of Operations - For the Six months
       Ended April 30, 1998 (unaudited) and April 30, 1997 (unaudited).............3

     Consolidated Statement of Stockholders' Equity - For the Six months
       Ended April 30, 1998 (unaudited)............................................4

     Consolidated Statements of Cash Flows - For the Six months
       Ended April 30, 1998 (unaudited) and April 30, 1997 (unaudited).............5

     Notes to Unaudited Consolidated Financial Statements..........................6


     ITEM 2.  Management's Discussion and Analysis of
               Financial Condition and Results of Operations.......................9
</TABLE>

<PAGE>

                  ARXA INTERNATIONAL ENERGY, INC. & SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                   APRIL 30, 1998       OCTOBER 31, 1997
                                                                                  -----------------     ----------------
                                                                                    (UNAUDITED)
<S>                                                                               <C>                   <C>
                                                        ASSETS
CURRENT ASSETS:
     Cash, including interest-bearing balances of $17,142                         $        18,766       $     152,883
      and $80,351, respectively
     Accounts receivable, no allowance for doubtful accounts                              135,150             251,333
     Income tax receivable                                                                 70,831              70,831
     Oil and gas property held for sale                                                         -             466,343
     Other current assets                                                                  31,540                 342
                                                                                  ---------------       -------------
             Total current assets                                                         256,287             941,732

PROPERTY AND EQUIPMENT, (full cost method for oil and gas properties), net
  of accumulated depletion, depreciation,
  amortization and provision for impairment                                             1,751,871           1,919,954

OTHER ASSETS                                                                               57,270              57,833
                                                                                  ---------------       -------------
             Total assets                                                         $     2,065,428       $   2,919,519
                                                                                  ---------------       -------------
                                                                                  ---------------       -------------

                                          LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
    Notes payable to stockholders                                                 $       291,082       $     102,285
    Accounts payable                                                                      182,479              16,054
    Other current liabilities                                                              93,432             210,675
                                                                                  ---------------       -------------
             Total current liabilities                                                    566,993             329,014

LONG-TERM DEBT                                                                                  -              79,770

STOCKHOLDERS' EQUITY:
     Common stock, $.001 par value; 100,000,000 shares authorized;         
      20,437,502 and 20,377,000 shares issued and outstanding, respectively                20,437              20,377
    Additional paid-in capital                                                          4,024,516           3,937,075
    Accumulated deficit                                                                (2,546,518)         (1,446,717)
                                                                                  ----------------      --------------
             Total stockholders' equity                                                 1,498,435           2,510,735
                                                                                  ---------------       -------------
             Total liabilities and stockholders' equity                           $     2,065,428       $   2,919,519
                                                                                  ---------------       -------------
                                                                                  ---------------       -------------
</TABLE>

  SEE ACCOMPANYING NOTES TO THESE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
                                       1
<PAGE>
                                       
                  ARXA INTERNATIONAL ENERGY, INC. & SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                       For the Three months Ended
                                                              ---------------------------------------------
                                                                April 30, 1998           April 30, 1997
                                                              --------------------    ---------------------
<S>                                                           <C>                     <C>
            OIL AND GAS REVENUES                              $         47,117        $        149,547

            COST AND EXPENSES:
                Lease operating expenses                                15,890                  42,394
                Severance taxes                                          1,010                   3,735
                Depletion, depreciation, amortization
                  and provision for impairment                         447,634                  83,855
                General and administrative                             292,614                 216,840
                                                              ----------------        ----------------
                         Total cost and expenses                       757,148                 346,824
                                                              ----------------        ----------------
            LOSS FROM OPERATIONS                                      (710,031)               (197,277)

            OTHER INCOME (EXPENSE):
                Interest income                                            270                   5,109
                Interest expense                                        (1,611)                 (4,319)
                Equity in loss of oil and gas venture                   (5,726)               (135,739)
                Other                                                   33,083                 (14,999)
                                                              ----------------        -----------------
                                                                        26,016                (149,948)
                                                              ----------------        -----------------
            LOSS BEFORE INCOME TAXES                                  (684,015)               (347,225)

            INCOME TAX BENEFIT, net                                          -                  78,061
                                                              ----------------        ----------------
            NET LOSS                                          $       (684,015)       $       (269,164)
                                                              ----------------        ----------------
                                                              ----------------        ----------------
            NET LOSS PER COMMON AND COMMON   
              EQUIVALENT SHARE                                $         (.033)        $         (.035)
                                                              ----------------        ----------------
                                                              ----------------        ----------------
            WEIGHTED AVERAGE COMMON AND COMMON        
              EQUIVALENT SHARES                                     20,437,502               7,650,079
                                                              ----------------        ----------------
                                                              ----------------        ----------------
</TABLE>

  SEE ACCOMPANYING NOTES TO THESE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
                                       2
<PAGE>

                  ARXA INTERNATIONAL ENERGY, INC. & SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                        For the Six months Ended
                                                              ---------------------------------------------
                                                                April 30, 1998           April 30, 1997
                                                              --------------------    ---------------------
<S>                                                           <C>                     <C>
            OIL AND GAS REVENUES                              $        335,151        $        377,304

            COST AND EXPENSES:
                Lease operating expenses                               140,846                  94,816
                Severance taxes                                          5,090                  11,299
                Depletion, depreciation, amortization 
                  and provision for impairment                         545,456                 164,009
                General and administrative                             695,606                 320,627
                                                              ----------------        ----------------
                         Total cost and expenses                     1,386,998                 590,751
                                                              ----------------        ----------------

            LOSS FROM OPERATIONS                                    (1,051,847)               (213,447)

            OTHER INCOME (EXPENSE):
                Interest income                                          1,162                   7,289
                Interest expense                                        (6,408)                (15,350)
                Equity in loss of oil and gas venture                 (103,516)               (140,739)
                Other                                                   60,808                  (6,776)
                                                              ----------------        -----------------
                                                                       (47,954)               (155,576)
                                                              -----------------       -----------------

            LOSS BEFORE INCOME TAXES                                (1,099,801)               (369,023)

            INCOME TAX BENEFIT, net                                          -                  82,960
                                                              ----------------        ----------------

            NET LOSS                                          $     (1,099,801)       $       (286,063)
                                                              ----------------        ----------------
                                                              ----------------        ----------------
            NET LOSS PER COMMON AND COMMON    
              EQUIVALENT SHARE                                $         (.053)        $         (.037)
                                                              ----------------        ----------------
                                                              ----------------        ----------------
            WEIGHTED AVERAGE COMMON AND COMMON   
              EQUIVALENT SHARES                                     20,437,502               7,650,079
                                                              ----------------        ----------------
                                                              ----------------        ----------------
</TABLE>

  SEE ACCOMPANYING NOTES TO THESE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
                                       3
<PAGE>

                  ARXA INTERNATIONAL ENERGY, INC. & SUBSIDIARY

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                     FOR THE SIX MONTHS ENDED APRIL 30, 1998
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                COMMON STOCK           ADDITIONAL                      TOTAL    
                                         ----------------------------    PAID-IN     ACCUMULATED    STOCK-HOLDERS' 
                                            SHARES         AMOUNT        CAPITAL       DEFICIT         EQUITY      
                                         -------------  ------------- -------------- -------------  -------------
<S>                                      <C>            <C>           <C>            <C>            <C>
BALANCES, October 31, 1997                 20,377,000   $     20,377  $  3,937,075   $ (1,446,717)  $  2,510,735

   Net Cancellation of shares                (164,692)          (166)          166              0              0

   Issuance of stock for compensation         250,000            250        87,250              0         87,500

   J. Schofield agreement cancellation        (25,000)           (25)           25              0              0

   Rounding                                       194              1             0              0              1

   Net loss                                         0              0             0     (1,099,801)    (1,099,801)
                                         ------------   ------------  ------------   ------------   ------------
BALANCES, April 30, 1998                   20,437,502   $     20,437  $  4,024,516   $ (2,546,518)  $  1,498,435
                                         ------------   ------------  ------------   ------------   ------------
                                         ------------   ------------  ------------   ------------   ------------
</TABLE>

  SEE ACCOMPANYING NOTES TO THESE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
                                       4
<PAGE>

                  ARXA INTERNATIONAL ENERGY, INC. & SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                     For the Six months Ended
                                                                              ------------------------------------
                                                                               April 30, 1998      April 30, 1997
                                                                              -----------------   ----------------
<S>                                                                           <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                   $ (1,099,801)   $       (286,063)
   Adjustments to reconcile net loss to net cash used in
      operating activities:
         Depletion, depreciation, amortization and provision for
           impairment                                                              545,456             164,009
         Deferred tax benefit                                                            -             (69,716)
         Equity in loss of oil and gas venture                                     103,516             140,739
         Interest Expense converted into common stock                                                    8,500
         Changes in operating assets and liabilities:
             Accounts receivable                                                   116,183             122,169
             Oil and gas property held for sale                                    466,343            (119,536)
             Other current assets                                                  (31,198)             10,791
             Accounts payable                                                      166,425              73,683
              Other current liabilities                                           (117,243)                  -
                                                                         ------------------  -----------------
             Net cash provided by operating activities                             149,681              44,576
                                                                         -----------------   -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of oil and gas property held for sale                                   (5,777)                  -
   Additions to office equipment                                                   (11,830)            (77,350)
   Purchase of oil and gas property                                               (345,801)           (204,376)
   Purchase of investment in oil and gas venture                                  (103,516)           (140,739)
   Proceeds from sale of oil and gas property, net                                  74,099                   -
   Purchase price adjustments on oil and gas property acquisition                        -               3,687
   Purchase of other assets                                                              -              (1,736)
                                                                         -----------------   ------------------
         Net cash used in investing activities                                    (392,825)           (420,514)
                                                                         ------------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from stockholder notes                                                134,027                   -
    Payment of stockholder notes                                                   (25,000)            (61,650)
    Sales of common stock                                                                -             522,048
                                                                         -----------------   -----------------
         Net cash provided by financing activities                                 109,027             460,398
                                                                         -----------------   -----------------

INCREASE  IN CASH AND CASH EQUIVALENTS                                            (134,117)             84,460

CASH AND CASH EQUIVALENTS, beginning of period                                     152,883             472,480
                                                                         -----------------   -----------------

CASH AND CASH EQUIVALENTS, end of period                                  $         18,766    $        556,940
                                                                         -----------------   -----------------
                                                                         -----------------   -----------------



SUPPLEMENTAL CASH FLOW DISCLOSURES OF NONCASH TRANSACTIONS:
    Conversion of stockholder notes and interest into common stock       $                   $          85,000
                                                                         -----------------   -----------------
                                                                         -----------------   -----------------
</TABLE>

  SEE ACCOMPANYING NOTES TO THESE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
                                       5
<PAGE>

                  ARXA INTERNATIONAL ENERGY, INC. & SUBSIDIARY

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:

     ORGANIZATION -- ARXA International Energy, Inc. ("ARXA" or "the 
     Company"), was incorporated in Delaware and is engaged in oil and gas 
     exploration and development in Utah, Louisiana and Texas. ARXA USA, 
     Inc., a wholly owned subsidiary, was incorporated in Delaware. All 
     significant intercompany accounts and transactions have been eliminated 
     in consolidation. On October 27, 1997, the Company acquired 
     substantially all of the assets and liabilities of Phoenix Energy Group, 
     Inc. (Phoenix). To consummate the transaction, the Company exchanged 
     12,786,310 shares of the Company's common stock, representing 
     approximately 63% of the issued and outstanding shares, plus warrants to 
     purchase 3,297,000 shares at an exercise price of $2.00 per share. The 
     business combination was accounted for on the purchase method of 
     accounting. No goodwill arose from this transaction. As Phoenix obtained 
     a controlling interest in the Company, the transaction was accounted for 
     as a reverse acquisition. Therefore, for financial statement purposes, 
     Phoenix is considered the acquiror. The consolidated financial 
     statements reflect the historical operations and cost basis of Phoenix 
     since its inception; however, its stockholders' equity section has been 
     restated to reflect the capital structure of ARXA.

     Phoenix Energy Group, Inc. was incorporated in Texas on March 14, 1996 
     and was engaged in oil and gas exploration and development in south 
     Texas. Phoenix was formed by issuing notes and common stock to certain 
     of the larger oil and gas interest owners formerly associated with 
     Prospector Petroleum Inc. (Prospector). Phoenix, through a private 
     placement, acquired approximately 93% of the available working interests 
     formerly associated with Prospector at various times during the months 
     of August 1996 through August 1997. Revenues and related costs 
     associated with these properties were recognized beginning on the 
     respective dates acquired. Phoenix issued 5,039,761 shares of common 
     stock during 1996 and 82,866 shares of common stock in 1997 to 
     effectuate the acquisition of these working interests.

     UNAUDITED INTERIM INFORMATION -- The accompanying financial information 
     for the periods ended April 30, 1998 and 1997 has been prepared by the 
     Company, without audit, pursuant to the rules and regulations of the 
     Securities and Exchange Commission. The financial statements reflect all 
     adjustments, consisting of normal recurring accruals, which are, in the 
     opinion of management, necessary to fairly present such information in 
     accordance with generally accepted accounting principles.

                                       6
<PAGE>

                  ARXA INTERNATIONAL ENERGY, INC. & SUBSIDIARY

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

2.   BUSINESS COMBINATION:

     The Company acquired various oil and gas interests during 1996 and 1997 
     from certain oil and gas interest owners formerly associated with 
     Prospector. In addition on October 27, 1997, the Company acquired 
     substantially all of the assets and liabilities of Phoenix in exchange 
     for 12,786,310 shares of the Company's common stock, representing 63% of 
     the issued and outstanding shares, plus warrants to purchase 3,297,000 
     shares at an exercise price of $2.00 per share. The business combination 
     was accounted for under the purchase method of accounting. ARXA's oil 
     and gas revenues, net loss applicable to common stockholders, and net 
     loss per share on an unaudited pro forma basis, assuming the ARXA 
     transaction had occurred on November 1, 1996 and January 1, 1997, 
     respectively, and the oil and gas interests acquired during 1996 from 
     the interest owners formerly associated with Prospector had been 
     acquired on November 1, 1996, would be as follows:

<TABLE>
<CAPTION>
                               FOR THE THREE
                                MONTH PERIOD
                              ENDED APRIL 30,
                                    1997
                             -------------------
                                (unaudited)
<S>                          <C>
Oil and Gas Revenues         $       125,913
Net Income (Loss)            $      (225,651)
Net  Income  (Loss) per      $          (.03)
  Share
</TABLE>

     These pro forma amounts were prepared using assumptions which are based 
     on estimates and are subject to revision. The pro forma combined results 
     are not necessarily indicative of actual results that would have been 
     achieved had the acquisition occurred on the dates indicated, or of 
     future results.

3.   OTHER ASSETS:

     The investment in an oil and gas venture at February 28, 1998 consisted 
     of cash advances of $370,929, reduced by losses of $370,929 ($5,726 for 
     the current quarter). The venture was formed in 1997 by officers of the 
     Company. The Company owned a 3% interest in the venture. The agreement 
     was terminated on March 1, 1998, by both parties.


                                       7
<PAGE>

                  ARXA INTERNATIONAL ENERGY, INC. & SUBSIDIARY

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

4.   NOTES PAYABLE TO STOCKHOLDERS:

     Notes payable to stockholders at October 31, 1997 includes an unsecured 
     note payable to a stockholder of $25,000, due December 30, 1997. The 
     note is non-interest bearing and interest is imputed at 8%. The note 
     provided for repayment in cash or common stock of the Company at a value 
     of $1.00 per share, upon the option of the lender. On December 29, 1997, 
     the Company paid the note off in full, in cash.

     Notes payable to stockholders at April 30, 1998 and October 31, 1997 
     also includes an unsecured note payable to a stockholder and his 
     affiliates of $77,285. The note is non-interest bearing (imputed at 8%) 
     and is payable at 7% of net proceeds of future offerings received 
     through March 1999. If not repaid by March 1999, the note automatically 
     converts to the Company's common stock at the average market price for 
     the five days preceding March 13, 1999.

     Notes payable to stockholders at April 30, 1998 additionally includes 
     unsecured notes payable to certain stockholders of $134,027. The terms 
     and conditions are currently being negotiated.

     Notes payable to stockholders at April 30, 1998 and Long Term Debt at 
     October 31, 1997 includes unsecured notes payable of $79,770 to a 
     company affiliated with a stockholder of the Company. The note bears 
     interest at 8% and is payable in quarterly installments. To the extent 
     that the interest is paid at each quarter end, the due date is 
     automatically extended until March 12, 1999.


5.   STOCK OPTION PLAN:

     The Company has a stock option plan under which options to purchase a 
     maximum of 1,000,000 shares of common stock may be issued to employees, 
     consultants and non-employee directors of the Company. The stock option 
     plan provides both for the grant of options intended to qualify as 
     "incentive stock options" under the Internal Revenue Code of 1986, as 
     amended, as well as options that do not so qualify. As of April 30, 
     1998, no options have been granted under the Plan.

                                       8
<PAGE>


            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


     A.   RESULTS OF OPERATIONS

     Oil and gas revenues for the six months ended April 30, 1998 were 
     $335,151, which is a $42,153 decrease from the $377,304 for the six 
     months ended April 30, 1997 and is primarily attributed to normal 
     production decline and lower product prices in 1998 versus 1997. Lease 
     operating expense, which includes workover costs, increased from $94,816 
     for the six months ended April 30, 1997 to $140,846 for the six months 
     ended April 30, 1998, an increase of $46,030. The increase is primarily 
     due to the Garcia #1 well, located in Brooks County, Texas, which was 
     re-worked so as to bring it back on production after having been shut-in 
     since December 1996.

     General and administrative costs increased from $320,627 for the six 
     months ended April 30, 1997 to $695,606 for the six months ended April 
     30, 1998. The increase is solely attributable to the Company's efforts 
     to expand its capacity to evaluate numerous and larger oil and gas 
     acquisitions to present to equity and debt financing sources, so as to 
     grow the Company.

     B.   LIQUIDITY AND CAPITAL RESOURCES

     Net cash flow provided by operating activities was $149,681 for the six 
     months ended April 30, 1998 as compared to net cash flow provided by 
     operating activities of $44,576 for the six months ended April 30, 1997. 
     The primary source of cash for the Company for the six months ended 
     April 30, 1998 was from the sale of the Company's Sayre Ranch Prospect 
     in Oklahoma to a third party for $468,700 plus a commission of $18,750. 
     The principle source of cash for the six months ended April 30, 1997 was 
     $522,048 from the sale of common stock.

     Net cash was used in investing activities in the six months ended April 
     30, 1998 by 1) costs to drill and complete the Vesley #1 well for 
     $246,000, the Taylor #1 well for $68,850 and the Poole #4 well for 
     $25,325, 2) acquisition of the Naconiche Creek Prospect for $40,000, 3) 
     acquisition and project development costs in the Michigan Basin of 
     $63,000 and 4) continued funding of the IPX oil and gas venture for 
     $103,516, (the agreement has been terminated March 1, 1998). Net cash 
     was used in investing activities in the six months ended April 30, 1997 
     primarily on acquiring additional joint venture working interests 
     formerly associated with Prospector Petroleum for $204,376, initiating 
     the funding of IPX for $140,739 and in outfitting the Company's offices 
     and equipment for newly hired employees in the amount of $77,350.

     The Company's cash flow from financing activities during the six months 
     ended April 30, 1998 included proceeds from notes from three 
     stockholders of $134,027 (see Note 4 in the "Notes to Unaudited 
     Consolidated Financial Statements").

     At April 30, 1998, the Company's current assets of $256,287 are short of 
     its current liabilities of $566,993 by $310,706. In order to alleviate 
     the Company's deficit working capital position, management, has already 
     instituted personnel terminations, effective March 1, 1998, trimmed its 
     corporate overhead, eliminated non-essential oil and gas property 
     expenditures, terminated its agreement in an oil and gas venture with 
     IPX, effective March 1, 1998 and has made tentative arrangements to sell 
     its interest in the Flowella and Colson Fields.

     The Company is currently seeking additional sources of both equity and 
     debt financing to fund current and future acquisitions. (See Part II, 
     Item 6-C, "Management's Discussion and Analysis of Financial Condition 
     and Plan of Action", in the Company's 10-KSB for the period ended 
     October 31, 1997, filed with the Securities and Exchange Commission on 
     March 12, 1998).


                                       9
<PAGE>

     C.   MANAGEMENT'S RESPONSE AND PLAN OF OPERATIONS

     ARXA was revitalized as an oil and gas exploitation and development 
     company on October 27, 1997, with the reverse acquisition of Phoenix 
     Energy Group, Inc. Phoenix increased the asset base of ARXA 384%, 
     provided significant cash flow from operations, and brought a complete, 
     heavily experienced management infrastructure. The company's 10-K and 
     first quarter 10-Q were filed in March, 1998. Now, as a fully reporting 
     company, ARXA is positioned to rapidly grow the asset base of the 
     company through merger, acquisition and reduced risk exploitation 
     opportunities.

     The dramatic decline in crude oil and natural gas prices in 1998 has 
     caused considerable destabilization in the energy capital markets and 
     with exploration and production companies. The frenzy of reserve 
     acquisitions over the last two years drove purchase prices to what is 
     now being interpreted as "seriously inflated." The result is that many 
     1996-1997 acquirers of proved reserves are finding themselves forced to 
     divest assets at very favorable prices to few buyers. Because the 
     company was involved in negotiating the reverse acquisition of Phoenix 
     Energy Group, Inc., and subsequently with retaining an appropriate 
     investor relations firm to restore liquidity to the company's stock, 
     ARXA was not involved in competing for reserves at inflated prices. Now, 
     with significantly lower prices for crude oil and natural gas reserves, 
     good opportunities are beginning to surface and the company is 
     aggressively pursuing merger, acquisition and measured risk exploitation 
     opportunities.

     Now, more than ever, because of destabilization in the energy capital 
     markets, financing new reserve acquisitions will require creative deal 
     structure, and ARXA's management team is demonstrating considerable 
     skill in this area. On May 20 and June 5, ARXA announced the execution 
     of binding letters of intent to acquire, at very favorable prices, the 
     producing assets of OPMI Operating Company/Todd C. Harwell, and Omega 
     Fuels respectively, with consideration in the form of stock and cash. 
     The deals further provide for ARXA to supply workover and development 
     capital for selected other projects, and once reserves have been 
     reclassified as producing, ARXA has the right but not the obligation to 
     acquire these newly developed reserves under the same pricing and 
     consideration terms as existing production. Finally, the company has 
     retained consultants to seek similar opportunities within the industry 
     using the same or enhanced pricing and consideration terms as the 
     OPMI/Harwell and Omega opportunities.

     ARXA continues to aggressively pursue it's recapitalization plan as set 
     forth in the company's annual 10-K. Accordingly, ARXA has tendered to 
     sell its non performing and/or low yield assets and commit the proceeds 
     to an overall recapitalization plan which includes a new equity 
     infusion. The company has retained consultants to advise the company on 
     a broad range of capital formation strategies. The revitalization of the 
     company with the reverse acquisition of Phoenix Energy Group, Inc., 
     along with the creative deal structure format and the significant 
     increase in the liquidity of the company's stock will provide the 
     foundation for achieving the company's short term capital needs. 
     Finally, this recapitalization plan, executed contemporaneously with the 
     many opportunities occurring in the market as a result of the 
     divestiture of reserves by so many other oil and gas companies, should 
     realize the dramatic growth in shareholder value which is achievable in 
     an environment which is perceived as pessimistic by many.


                                       10
<PAGE>


                         ARXA INTERNATIONAL ENERGY, INC.

                                  SIGNATURES


                 Pursuant to the requirements of the Securities
              Exchange Act of 1934, the Registrant has duly caused
                   this report to signed on its behalf by the
                     undersigned thereunto duly authorized.

                         ARXA INTERNATIONAL ENERGY, INC.
                                  (Registrant)

<TABLE>
<S>                                             <C>
                  Date: 6-18-98                 L. CRAIG FORD

                                                /s/  L. Craig Ford
                                                ------------------------------
                                                President



                  Date: 6-18-98                 DENNIS P. McGRATH

                                                /s/  Dennis P. McGrath
                                                ------------------------------
                                                Vice President and Controller
</TABLE>



                                       11

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM APRIL 30,
1998 FORM 10-Q FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY 
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1998
<PERIOD-START>                             NOV-01-1997
<PERIOD-END>                               APR-30-1998
<CASH>                                          18,766
<SECURITIES>                                         0
<RECEIVABLES>                                  135,150
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               256,287
<PP&E>                                       2,608,759
<DEPRECIATION>                               (856,888)
<TOTAL-ASSETS>                               2,065,428
<CURRENT-LIABILITIES>                          566,993
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        20,437
<OTHER-SE>                                   1,477,998
<TOTAL-LIABILITY-AND-EQUITY>                 2,065,428
<SALES>                                        335,151
<TOTAL-REVENUES>                               335,151
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             1,386,998
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               6,408
<INCOME-PRETAX>                            (1,099,801)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (1,099,801)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (1,099,801)
<EPS-PRIMARY>                                  (0.053)
<EPS-DILUTED>                                  (0.053)
        

</TABLE>


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