UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Quarterly period ended July 31, 1996
or [ ] 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 1-10987 and 0-19708 ]
PHOENIX RESOURCES TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
NEVADA 84-1034982
(State or other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
8283 N. Hayden Rd. Suite 128
Scottsdale. AZ 85258
(Address of Principal Executive Offices, Including Zip Code)
Registrant's Tele. No., Including Area Code (602)905-1320
None (Former name, former add. and former fiscal yr., if changed) Indicate
by Check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 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. _x Yes __No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANRRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports reguired to be filed by Sections 12,13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution under a plan confirmed by
the court. Yes_____ No______
The total number of shares of common stock outstanding on August 1, 1996
was 9,174,891.
<PAGE>
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PART I
Item 1. Financial Statements
PHOENIX RESOURCES TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEET
FOR THE PERIOD ENDED
(Unaudited)
JULY 31,
<S> <C> <C>
ASSETS 1996 1995
Current assets:
Cash $ 281,312 $ 24,611
Trade receivable 376,941 85,312
Inventories 35,996 -0-
Prepaid expenses 161,410 241,312
Notes receivable 1,500,000 _________
TOTAL CURRENT ASSETS $ 2,355,659 $ 351,235
Property and equipment 16,512,600 6,750,511
Other assets 2,250,000 60,801
TOTAL ASSETS $21,118,259 $ 7,162,547
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Notes payable and current maturities
Accounts payable 215,816 31,612
Customer deposits 250,000 -0-
Accrued expenses 62,040 -0-
Advances from shareholders 275.750 _________
Total current liabilities $ 803,606 $ 31,612
Long term debt
STOCKHOLDERS ' EQUITY
Common stock $ 9,174 1,412
Preferred stock-Series A 200 200
Preferred stock-Series B 1,000 -
Preferred stock-Series C 1,000 -
Additional paid in capital 21,728,585 6,032,341
Treasury stock (733,400) (733,400)
Retained earnings (69l,912) 1,830,382
TOTAL STOCKHOLDERS' EQUITY 20,314,653 7,130,935
TOTAL LIABILITIES AND EQUITY $21,118,259 $ 7,162,547
<PAGE>
PHOENIX RESOURCES TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
JULY 31,
1996 1995
3 Months Months
Income:
Net Sales-Oil and gas 936,853 85,312
TOTAL INCOME $ 936,853 $ 85,312
Cost of Sales 472,795 41,811
Gross Profit 465,058 43,501
Operating expenses 61,312 61,411
Net income before income tax 403,746 (17,910)
Income tax expense 120.000 5.200
Net income after income tax $ 283,746 $ (12,710)
Gain on discontinued
operations (net of tax) 870.612 -0-
Net Income after income tax
$1,154,358 (12,710)
Earnings per share of common
stock outstanding $ 0.13 $ 0.01
<PAGE>
PHOENIX RESOURCES TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
JULY 31.
1996 1995
9 Months 9 Months
Income:
Net Sales-Oil and gas $ 1,626,311 $ 85,312
TOTAL INCOME $ 1,626,311 $ 85,312
Cost of Sales 819,710 41.811
Gross Profit 806,601 43,501
Operating expenses 175,812 61,411
Net income before income tax 630,789 ( 17,910)
Income tax expense 190,000 ( 5,200)
Net income after income tax 440,789 $( 12,710)
Gain from discontinued
operations (net of tax) 870,612 -0-
Net income $ 1,311,401 $( 12,710)
Earnings per share of common
stock outstanding $ 0.14 $ (0.01)
</TABLE>
<PAGE>
PHOENIX RESOURCES TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 Basis of Presentation
The financial information included herein is unaudited however such
information reflects all adjustments (consisting solely of normal adjustments)
which are in the opinion of management necessary for a fair statement of results
for the interim periods,
The results of operations for the three month and nine month periods ended
July 31, 1996 are not necessarily indicative of the results to be expected for
the full year. The condensed consolidated financial statements include the
accounts of Phoenix Resources Technologies, Inc. and no Subsidiaries.
Note 2. Inventories
The company values its inventories generally at the lower of cost (first in
first-out) or market. Inventoried costs include material, direct~ labor and
production overhead.
Note 3 Income taxes
The provision for income taxes has been estimated by annualizing income
based on the results of operations for the first six months of this fiscal year.
Then the annual income taxes are calculated at the statutory rate of 34%. The
quarterly estimated income tax expense is calculated at on-fourth (1/4) of the
estimated annual income tax expense.
Note 4. Discontinued operations
During this quarter an agreement wasreached to sell the entire wood
products division to the former Chairman of the Board Mr. James Hughes. This
sale, after all costs were deducted resulted in a one time gain of one million
dollars.
<PAGE>
Item 2. Management's discussion and Analysis of Financial condition and
Results of Operations.
The corporation had a significant increase in Profitability during the
second quarter. This is the first quarter where the company operated only as an
oil and gas producer and driller. Profits for the second quarter totaled $0.13
per share and the total year to date profits are $0.14 per share. The increase
in profit is primarily due to a one time gain from the sale of the wood Products
division. The oil and gas division had a higher than expected increase in both
revenue and profit which is expected to continue during the remainder of this
fiscal year.
Demand for and prices of energy products continue to be strong, and prices
are expected to increse in the fourth quarter, plus a new contract to drill
wells will be very evident in the fourth quarter.
Liquidity and Capital Resources
Phoenix Resources Technologies, Inc. had positive working capital at the
end of July 31, 199(6. It is expected that adequate cash flow will come from the
conversion of Accounts Receivable and inventories into cash to meet all
obligations of the corporation.
PART II
ITEM 1. Legal proceedings
None
ITEM 2. Changes in securities
None
ITEM 3. Defaults upon senior securities
None
ITEM 4. Submission of Matters to a Vote of Security Holders.
None
ITEM 5. Other information
None
ITEM 6. Exhibits and reports on Form 8-K
One attached
Pursuant to the requirements of Section 13 or 15(d) 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.
PHOENIX RESOURCES TECHNOLOGIES, INC.
By: /s/ James R. Ray
________________________________________
Title: President, CEO, Director
Date: September 1, 1996
By: /s/ George W. Smith
________________________________________
Title: Secretary, Director
Date: September 1, 1996
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest event reported) August 24, 1996
PHOENIX RESOURCES TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
Nevada 1-10987 and 0-19708 84-1034982
Name or other Commission File No. (I.R.S. Emp.
Jurisdiction of Identification
Incorporation Number)
8283 N. Hayden Suite 128 Scottsdale. Az. 85258
Registrant's Telephone No. (602) 905-1320
Events to be reported:
On August l, 1996 the Board of Directors of Phoenix Resources Technologies,
Inc. in a special meeting, took the following action:
The Board of Directors voted unanimously to sell the common stock of Hughes
Wood Products, Inc. and it's subsidiary Houston Woodtech, Inc. to Mr. James
Hughes, the former chairman of the board of directors. Mr. Hughes resigned as a
director and an officer in January 1996. The division contributed the larger
part of the corporation's sales, but the wood products division was burdened
with excessive debt and the business is extremely cyclical. This sale makes the
corporation an oil and gas, pipeline and drilling company.
Sales price as follows:
Note receivable
Debt assumption $1,000,000
Total sale price 10,808,502
Assets surrendered 11,808,502
Net profit before tax and 10.080.274
reserve for contigencies $ 1,728,228
<PAGE>
Item 1. Change of control
No change in control.
Item 2. Acquisition of Assets
Sale of assets
Item 3. Bankruptcy
Note applicable
Item 4, Changes in Registrant Certifying Accountant
None
Item 5. Other events
None
Item 6. Resignation of Registrant's Directors Not applicable
Item 7. Financial Statements and Exhibits
Financial statements are included in Form 10Q filed for July
31, 1996.
Exhibits:
To be furnished.
Pursuant to the requirements of Section 13 or 15(d) 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.
PHOENIX RESOURCES TECHNOLOGIES, INC.
By: /s/ James R. Ray
________________________________________
Title: President, CEO, Director
Date: September 1, 1996
By: /s/ George W. Smith
________________________________________
Title: Secretary, Director
Date: September 1, 1996
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM PHOENIX RESOURCES TECHNOLOGIES, INC. CONSOLIDATED FINANCIAL STATEMENTS FOR
THE PERIOD ENDED JULY 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000808575
<NAME> PHOENIX RESOURCES TECHNOLOGIES, INC.
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Oct-31-1995
<PERIOD-START> May-1-1996
<PERIOD-END> Jul-31-1996
<EXCHANGE-RATE> 1.000
<CASH> 281
<SECURITIES> 2,250
<RECEIVABLES> 1,500
<ALLOWANCES> 0
<INVENTORY> 35
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<PP&E> 16,512
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</TABLE>
