NEROX ENERGY CORP
10QSB, 1998-03-13
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
     SECURITIES AND EXCHANGE ACT OF 1934

                       For the period ended June 30, 1997

                                       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:  0-18049

                            NEROX ENERGY CORPORATION
             (Exact name of registrant as specified in its charter)


               Nevada                               91-1317131
     (State or other jurisdiction of               (IRS Employer
     incorporation or organization)                Identification No.)
 
     18400 Von Karman Avenue, Suite 600
          Irvine, California                              92612
     (Address of principal executive offices)          (Zip Code)
 
                Issuer's Telephone Number:      (714)  955-9136
 


Check whether the issuer (1) 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 (2) has been
subject to such filing requirements for the past 90 days.  YES  ( )  NO  (X)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:  There were 8,421,516 shares of the
Registrants Common Stock issued and outstanding as of February 27, 1998.
<PAGE>
 
                    NEROX ENERGY CORPORATION AND SUBSIDIARY
                                     INDEX

<TABLE>
<CAPTION>
                                                                                                            Page
PART I.  FINANCIAL INFORMATION

<S>                                                                                                         <C>
Item 1.       Consolidated Financial Statements
 
              Consolidated Balance Sheet (unaudited) at June 30, 1997                                       2
 
              Consolidated Statements of Operations (unaudited) for the three
              months ended June 30, 1997 and 1996                                                           3
 
              Consolidated Statements of Operations (unaudited) for the six
              months ended June 30, 1997 and 1996                                                           4
 
              Consolidated Statements of Cash Flows (unaudited) for the six
              months ended June 30, 1997 and 1996                                                           5
 
              Notes to Consolidated Financial Statements (unaudited)                                        6
 
Item 2.       Management's Discussion and Analysis of Financial Condition and
              Results of Operations                                                                         8
 
PART II.  OTHER INFORMATION                                                                                 8
</TABLE>
<PAGE>
 
                    NEROX ENERGY CORPORATION AND SUBSIDIARY
                          Consolidated Balance Sheet
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                     JUNE 30,
                                                                       1997
                                                         -----------------------------
                         ASSETS
CURRENT ASSETS:
<S>                                                      <C>
  Cash                                                                    $     50,787
                                                         -----------------------------
 
PROPERTY AND EQUIPMENT, AT COST:
  Alaska coal mine and related equipment                                     2,110,460
                                                         -----------------------------
  Proved oil and gas properties, using successful
   efforts method accounting
    Alaska properties                                                        4,320,298
        Less accumulated depletion                                            (130,176)
        Less impairment allowance                                           (4,190,122)
                                                         -----------------------------
                                                                                     0
                                                         -----------------------------
    Louisiana properties                                                     1,748,367
        Less accumulated depletion                                            (602,018)
        Less impairment allowance                                           (1,055,422)
                                                         -----------------------------
                                                                                90,927
                                                         -----------------------------
        TOTAL PROPERTY AND EQUIPMENT                                         2,201,387
                                                         -----------------------------
                                                                          $  2,252,174
                                                         =============================
 
           LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Notes payable to:
     Shareholders                                                         $    829,391
     Placer Dome                                                               154,233
                                                         -----------------------------
                                                                               983,624
 
  Accounts payable                                                             609,256
  Accrued expenses                                                             121,604
  Settlement of shareholder contingency                                        429,610
                                                         -----------------------------
        TOTAL CURRENT LIABILITIES                                            2,144,094
                                                         -----------------------------
COMMITMENTS AND CONTINGENCIES                                                        -
 
STOCKHOLDERS' EQUITY:
  PREFERRED STOCK, 10% cumulative, non-voting,
   convertible, no par value;
   shares authorized 200,000, issued and outstanding                         
   70,709                                                                      495,000
  COMMON STOCK, par value $.004167; shares authorized
   12,000,000,
     issued and outstanding 4,017,760                                           16,742
ADDITIONAL PAID-IN CAPITAL                                                  10,663,506
ACCUMULATED DEFICIT                                                        (11,067,168)
                                                         -----------------------------
         NET STOCKHOLDERS' EQUITY                                              108,080
                                                         -----------------------------
                                                                          $  2,252,174
                                                         =============================
</TABLE>

              See accompanying notes to the financial statements.
<PAGE>
 
                    NEROX ENERGY CORPORATION AND SUBSIDIARY
                     Consolidated Statements of Operations
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                                THREE MONTHS ENDED JUNE 30,
                                                       ----------------------------------------------
                                                              1997                        1996
                                                       ------------------          ------------------
<S>                                                    <C>                         <C>
REVENUES:
 
  Oil and gas sales                                            $   29,956                  $   29,315
                                                       ------------------          ------------------
COST AND EXPENSES:
 
  Oil and gas costs                                                21,843                       8,868
  Coal mine costs                                                  32,435                           -
  General and administrative                                       72,320                     145,943
  Interest                                                         42,816                      56,408
  Depletion                                                        15,000                      25,704
                                                       ------------------          ------------------

                                                                  184,414                     236,923
                                                       ------------------          ------------------
 
LOSS BEFORE MINORITY INTEREST                                    (154,458)                   (207,608)
 
MINORITY INTEREST                                                       -                      18,060
                                                       ------------------          ------------------
 
NET LOSS                                                       $ (154,458)                 $ (189,548)
                                                       ==================          ==================
 
NET LOSS PER COMMON SHARE                                          $(0.04)                     $(0.14)
                                                       ==================          ==================
 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES                        4,017,760                   1,400,000
                                                       ==================          ==================
</TABLE>
              See accompanying notes to the financial statements.
 
<PAGE>
 
                    NEROX ENERGY CORPORATION AND SUBSIDIARY
                     Consolidated Statements of Operations
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                                 SIX MONTHS ENDED JUNE 30,
                                                       ----------------------------------------------
                                                              1997                        1996
                                                       ------------------          ------------------
<S>                                                    <C>                         <C>
REVENUES:
 
  Oil and gas sales                                            $   56,234                  $   77,556
                                                       ------------------          ------------------

COST AND EXPENSES:
 
  Oil and gas costs                                                29,979                      25,289
  Coal mine costs                                                  75,438                           -
  General and administrative                                      145,420                     294,348
  Interest                                                         84,507                     111,776
  Depletion                                                        30,000                      51,408
                                                       ------------------          ------------------
 
                                                                  365,344                     482,821
                                                       ------------------          ------------------
 
LOSS BEFORE MINORITY INTEREST                                    (309,110)                   (405,265)
 
MINORITY INTEREST                                                       -                      42,132
                                                       ------------------          ------------------
 
NET LOSS                                                       $ (309,110)                 $ (363,133)
                                                       ==================          ==================
 
NET LOSS PER COMMON SHARE                                          $(0.08)                     $(0.28)
                                                       ==================          ==================
 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES                        4,017,760                   1,400,000
                                                       ==================          ==================
</TABLE>
              See accompanying notes to the financial statements.
<PAGE>
 
                    NEROX ENERGY CORPORATION AND SUBSIDIARY
                     Consolidated Statements of Cash Flows
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                                          SIX MONTHS ENDED JUNE 30,
                                                            ---------------------------------------------------
                                                                     1997                           1996
                                                            -------------------          ----------------------
<S>                                                         <C>                          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                           $ (309,110)                     $ (363,133)
  Adjustments to reconcile net loss to net cash
    used by operating activities:
    Minority interest                                                         -                         (42,132)
    Depletion                                                            30,000                          51,408
    Amortization of loan discount                                             -                          17,081
    Write off computer equipment                                          6,431                               -
    (Increase) decrease in assets:
      Receivables                                                             -                         (49,358)
      Other assets                                                            -                         (24,662)
    Increase (decrease) in liabilities:
      Accounts payable                                                  121,724                           1,616
      Accrued expenses                                                   13,043                               -
                                                            -------------------          ----------------------
 
    Net cash used by operating activities                              (137,912)                       (409,180)
                                                            -------------------          ----------------------
 
CASH FLOWS FROM INVESTING ACTIVITIES:
  Coal mine renovations and acquisitions                                      -                         (93,461)
                                                            -------------------          ----------------------
 
    Net cash used by investing activities                                     -                         (93,461)
                                                            -------------------          ----------------------
 
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from notes payable                                           184,391                         246,068
  Payments made on notes payable                                        (50,000)                              -
  Sales of common stock                                                       -                         245,958
  Payment of dividends                                                  (10,500)                        (19,594)
                                                            -------------------          ----------------------
 
    Net cash provided by financing activities                           123,891                         472,432
                                                            -------------------          ----------------------
 
Net (decrease) in cash                                                  (14,021)                        (30,209)
 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                           64,808                          66,488
                                                            -------------------          ----------------------
 
CASH AND CASH EQUIVALENTS, END OF PERIOD                              $  50,787                       $  36,279
                                                            ===================          ======================
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW ACTIVITIES:
  Cash paid for interest                                              $   2,400                       $       -
                                                            ===================          ======================
NON-CASH INVESTING AND FINANCING TRANSACTIONS:
  Dividends in arrears                                                $  23,162                       $  12,100
                                                            ===================          ======================
 
</TABLE>
              See accompanying notes to the financial statements.
<PAGE>
 
                    NEROX ENERGY CORPORATION AND SUBSIDIARY
             Notes to Unaudited Consolidated Financial Statements
                                 June 30, 1997

NOTE A - BASIS OF PRESENTATION
- ------------------------------

   The accompanying unaudited consolidated financial statements of Nerox Energy
   Corporation and Subsidiary (the "Company") have been prepared in accordance
   with generally accepted accounting principles for interim financial
   information and with the instructions to Form 10-QSB.  Accordingly, they do
   not include all of the information required by generally accepted accounting
   principles for complete financial statements.  In the opinion of management,
   all adjustments (consisting of normal recurring adjustments) considered
   necessary for a fair presentation have been included.  Operating results for
   the six months ended June 30, 1997 are not necessarily indicative of the
   results for any future period.  These statements should be read in
   conjunction with the consolidated financial statements and notes thereto
   included in the Company's Form 10-KSB for the year ended December 31, 1996.

   The unaudited consolidated financial statements include the accounts of Nerox
   Energy Corporation and its wholly-owned subsidiary, Nerox Power Systems, Inc.
   (NPSI).  All significant intercompany balances and transactions have been
   eliminated.

   Certain prior year amounts have been reclassified to conform to the current
   year presentation.

   GOING CONCERN
   -------------

   The accompanying financial statements have been prepared in conformity with
   generally accepted accounting principles, which contemplate continuation of
   the Company as a going concern.  The Company has experienced significant
   losses and, as of June 30, 1997, had a working capital deficiency of
   approximately $2,090,000.  Additional capital infusion is necessary to begin
   mining operations.  As of February 27, 1998 the mine is not yet operational.
   These factors raise substantial doubt about the Company's ability to continue
   as a going concern.

   Management is currently seeking additional financing and a joint venture
   partner to develop the coal mine.  The methods employed by the Company to
   raise capital and begin mining operations include the following:
<TABLE>
<CAPTION>
                                                                  Year to Date
                                                                     Amount
                                                               ----------------
<S>                                                            <C>
Loans from shareholders, net                                           $134,391
Conversion of notes payable to common stock                                 -
Issuance of common stock for services                                       -
                                                               ----------------
                                                                       $134,391
                                                               ================
 
</TABLE>

   There can be no assurance that the Company will be successful in its efforts
   to obtain additional financing and begin mining operations.

                                                                     (continued)
<PAGE>
 
                    NEROX ENERGY CORPORATION AND SUBSIDIARY
             Notes to Unaudited Consolidated Financial Statements

NOTE B - NOTES PAYABLE
- ----------------------
<TABLE>
<CAPTION>
                                                                    JUNE 30,
                                                                      1997
                                                               ----------------
<S>                                                            <C>
SHAREHOLDERS:                                         
  Unsecured notes payable at 10% - 12% interest                         329,391
  Unsecured note payable at 24% interest                                500,000
                                                               ----------------
                                                                        829,391
PLACER DOME:                                          
  Unsecured note payable, at 10% imputed interest                       154,233
                                                               ----------------
                                                                       $983,624
                                                               ================
 
 
</TABLE>
   All notes payable are in default.
<PAGE>
 
     ITEM 2  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
     RESULTS OF OPERATIONS

     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

     The Company has experienced significant losses and, as of June 30, 1997,
had a working capital deficiency of approximately $2,090,000.  Additional
capital infusion is necessary to begin mining operations.  Management is seeking
additional financing and a joint venture partner to develop the coal mine.
Management's plan is to raise additional capital through existing shareholders
and, whenever possible, issue common stock for services and convert debt to
common stock.  There can be no assurance that the Company will be successful in
its efforts to obtain additional financing and begin mining operations.

     RESULTS OF OPERATIONS

     Total revenues from oil and gas sales for the first six months of 1997 were
$56,234, a decrease of 27% from $77,556 for the first six months of 1996.  The
decrease was due to several wells being shut in since 1996.
 
     Oil and gas production costs increased 18% from $25,289 in 1996 to $29,979
in 1997 due to well re-work expenses and maintenance costs as the wells'
production lives are ending.  Mining costs of $75,438 in 1997 reflect costs to
get the Jonesville coal mine ready for operation.  In 1996 substantially all
mining costs were capitalized.  General and administrative expenses decreased by
51% to $145,420 in 1997 from $294,348 in 1996 due to a decrease in license fees
and professional services.  Of the total general and administrative expenses
$79,254 can be attributed to Nerox Power Systems, Inc. ("NPSI") for coal mine
activities, a decrease from $158,217 in 1996.  Interest costs decreased 24% from
$111,776 in 1996 to $84,507 in 1997 due to a debt conversion in late 1996.
Depletion decreased from $51,408 in 1996 to $30,000 in 1997 due to a decrease in
equivalent barrels produced plus a decrease in the oil and gas property cost
from the write off of the Alaska wells at the end of 1996.  The minority
interest in the loss of NPSI in 1996 occurred due to the sale of 19% of NPSI to
Hobbs Industries.

     The Company's largest oil and gas holdings were shut in in 1996 and its
coal mine is not yet operational.  The Company must raise capital to develop its
coal mine and remain viable.



                                    PART II
                               OTHER INFORMATION

     ITEM 1  LEGAL PROCEEDINGS

     The Company has certain contingent liabilities resulting from litigation
and claims incident to the ordinary course of business.  Management believes
that the probable resolution of such contingencies will not materially affect
the financial position or results of operations of the Company.

     ITEM 2  CHANGES IN SECURITIES

             Not applicable

     ITEM 3  DEFAULTS UPON SENIOR SECURITIES

             Not applicable

     ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

             Not applicable
<PAGE>
 
     ITEM 5  OTHER INFORMATION

             Not applicable       

     ITEM 6  EXHIBITS AND REPORTS ON FORM 8-K
 
             Exhibit 27 -- Financial Data Schedule

<PAGE>
 
SIGNATURES

     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.

Dated:    March 12, 1998                 NEROX ENERGY CORPORATION


                                            By: /s/ Jack Utter
                                              ---------------------------------
                                              Jack Utter, Chairman of the Board


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.

Dated:    March 12, 1998                    By: /s/ Jack Utter
                                              ----------------------------------
                                              Jack Utter, President and Chief
                                              Executive Officer
 
 

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NEROX ENERGY
CORPORATION AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL 
STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                          50,787
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                       2,201,387
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               2,252,174
<CURRENT-LIABILITIES>                        2,144,094
<BONDS>                                              0
                                0
                                    495,000
<COMMON>                                        16,742
<OTHER-SE>                                   (403,662)
<TOTAL-LIABILITY-AND-EQUITY>                 2,252,174
<SALES>                                         56,234
<TOTAL-REVENUES>                                56,234
<CGS>                                          105,417
<TOTAL-COSTS>                                  105,417
<OTHER-EXPENSES>                               175,420
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              84,507
<INCOME-PRETAX>                              (309,110)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (309,110)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (309,110)
<EPS-PRIMARY>                                    (.08)
<EPS-DILUTED>                                        0
        

</TABLE>


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