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 April 30, 1997
( ) 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 33-12095-NY
CAROUSEL CAPITAL, INC.
(Exact name of registrant as specified in charter)
Nevada 13-3436101
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9545 116A Street, Delta, B.C., Canada, VHC 6Z3
(Address of principal executive offices) (Zip Code)
(604) 582-0207
Registrant's telephone number, including area code
CAROUSEL CAPITAL, INC. , P. O. BOX 17260, SALT LAKE CITY, UTAH
(Former name, former address, and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 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), Yes [X ] No [ ] and (2) has
been subject to such filing requirements for the past 90 days. Yes [X] No
[ ]
<PAGE>
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the last practicable date.
Class Outstanding as of April 30, 1996
Common Stock, $0.001 15,022,200
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompany unaudited financial statements have been prepared in accordance
with the instructions for Form 10-Q pursuant to the rules and regulations of
the Securities and Exchange Commission and, therefore, do not include all
information and footnotes necessary for a complete presentation of the
financial position, results of operations, cash flows, and stockholders'
equity in conformity with generally accepted accounting principles. In the
opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been
included and all such adjustments are of a normal recurring nature.
The unaudited balance sheet of the Company as of April 30, 1997, and the
related audited balance sheet of the company as of January 31, 1997, the
unaudited statements of operations and cash flows for the three months ended
April 30, 1997 and 1996, and the unaudited statements of stockholders' equity
for the period from February 25, 1986 through April 30, 1997, are attached
hereto and incorporated herein by this reference.
Operating results for the quarter ended April 30, 1997, are not necessarily
indicative of the results that can be expected for the year ending January 31,
1998.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Ability of the Company to Continue
The Company has had a net operating loss carryforward of $114,061 since
inception and has very limited working capital. The Company will need
additional working capital in order to continue as a going concern and the
management believes they can accomplish this objective through additional
equity funding however there is no assurance that the Company will be able to
obtain this objective.
Liquidity and Capital Resources
At April 30, 1997 the Company had a contingent liability of $500,000 and did
not have assets with which to meet the potential obligation. See note 4 of
the financial statements
Results of Operations
The Company has had no operations during this reporting period.
Regulation S stock offering and sale
During March and April 1997 the Registrant completed a Regulation S stock
offering and sale of 13,000,000 shares of common stock with net proceeds of
$130,000. The proceeds of the sale was used to purchase marketable securities
and an interest in a gas and oil property.
<PAGE>
SUPERIOR OIL CORPORATION
(A Development Stage Company)
BALANCE SHEETS
April 30, 1997, and January 31, 1996
<TABLE>
<CAPTION>
April 30, January 31,
1997 1997
ASSETS
CURRENT ASSETS
<S> <C> <C>
Cash $ 0 $ 0
Investments - available-for-sale securities - Note 3 50,500
Total current assets 50.500 0
OTHER ASSETS
Investments - oil and gas properties - Note 4 76,000 0
$126,500 $ 0
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 920 $ 4,300
Total current Liabilities 920 4,300
STOCKHOLDERS' EQUITY
Common stock, 50,000,000 shares
authorized, at $0.001 par value;
15,022,200 shares issued and
outstanding at April 30, 1997;
1,022,200 shares at January 31, 1997 15,022 1,022
Capital in excess of par value 225,739 108,739
Deficit accumulated during the
development stage (115,181) (114,061)
Total Stockholder's deficiency 125,580 (4,300)
$ 126,500 $ -
</TABLE>
<PAGE>
SUPERIOR OIL CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the Three months ended April 30, 1997 and 1996
and the Period February 25, 1986 (Date of Inception) to April 30, 1997
<TABLE>
<CAPTION>
February 25, 1986
April April (Date of Inception)
1997 1996 to April 30, 1997
<S> <C> <C> <C>
REVENUES $ - $ - $ 9,783
EXPENSES $ 1,120 $ 450 124,964
NET LOSS $ (1,120) $ (450) $ (115,181)
NET LOSS PER COMMON SHARE $ - $ -
</TABLE>
<PAGE>
SUPERIOR OIL CORPORATION
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period from February 25, 1986 (Date of Inception) to April 30, 1997
<TABLE>
<CAPTION>
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit
<S> <C> <C> <C> <C>
Balance February 25, 1986 0 $ - $ - $ -
(Date of Inception)
Issuance of common stock for cash
September 17, 1986 6,000 6 5,994 -
Issuance of common stock for cash
less costs - April 9, 1987 10,000 10 77,551 -
Net income for the year ended
January 31, 1988 - - - (8,461)
Balance January 31, 1988 16,000 16 83,545 (8,461)
Net loss for the year ended
January 31, 1989 - - - (23,123)
Net income for the year ended
January 31, 1990 - - - 99
Net loss for the year ended
January 31, 1991 - - - (52,076)
Balance January 31, 1991 16,000 16 83,545 (83,561)
Balance January 31, 1993 16,000 16 83,545 (83,561)
Issuance of common stock for
expenses and services -
July 1, 1993 6,200 6 6,194 -
Net loss for the year ended
January 31, 1994 - - - (6,200)
Balance January 31, 1994 22,200 22 89,739 (89,761)
</TABLE>
<PAGE>
SUPERIOR OIL CORPORATION
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Continued)
Period from February 25, 1986 (Date of Inception)
to April 30, 1997
<TABLE>
<CAPTION>
Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit
<S> <C> <C> <C> <C>
Balance January 31, 1995 22,200 $ 22 $ 89,739 $ (89,761)
Net loss for the year ended
January 31, 1996 - - - (2,050)
Balance January 31, 1996 22,200 22 89,739 (91,811)
Issuance of common stock for
cash - August 28, 1996 1,000,000 1,000 19,000
Net loss for the year ended
January 31, 1997 - - - (22,250)
Balance January 31, 1997 1,022,200 1,022 108,739 (114,061)
Issuance of common stock for
cash - March 4, 1997 2,000,000 2,000 18,000 -
Issuance of common stock for
cash - March 27, 1997 11,000,000 11,000 99,000 -
Issuance of common stock for
oil properties - April 2, 1997 1,000,000 1,000 - -
Net loss for three months
ended April 30, 1997 - - - (1,120)
Balance April 30, 1997 15,022,200 $15,022 $225,739 $(115,181)
</TABLE>
<PAGE>
SUPERIOR OIL CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Three Months Ended April 30, 1997
and 1996 and the Period from
February 25, 1986 (Date of Inception) to April 30, 1997
<TABLE>
<CAPTION>
February 25, 1986
April April (Date of Inception)
1997 1996 to April 30, 1997
CASH FLOWS FROM
OPERATING ACTIVITIES:
<S> <C> <C> <C>
Net loss $ (1,120) $ (450) $ (115,181)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Capital stock issued for:
Expenses and services - - 6,200
Increase (decrease) in accounts payables (3,380) 450 920
Net Cash Used by Operations (4,500) - (108,061)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase securities and oil properties (126,500) - (126,500)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of common stock 131,000 - 234,561
Net Increase (Decrease) in Cash - - -
Cash Beginning of Period - - -
Cash End of Period $ - $ - $ -
SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Issuance of 6,200 common shares for expenses - 1993 $ 6,200
</TABLE>
<PAGE>
SUPERIOR OIL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
The Company was incorporated under the laws of the state of Nevada on February
25, 1986 with authorized capital stock of 500,000,000 shares at $0.001 par
value and on March 28, 1995 the authorized capital stock was decreased to
50,000,000 shares at $0.001 par value.
During April 1987 the Company completed a public offering and sale of 10,000
shares of it's common capital stock and as part of that sale the Company
issued A and B warrants to be exercised by April 9, 1991, however, the
warrants expired before being exercised.
On March 17, 1997 the Company changed it's name to"Superior Oil Corporation"
from "Carousel Capital, Inc."
During March and April 1997 the Company completed a public offering and sale
of 13,000,000 shares of it's common capital stock.
The Company completed a reverse stock split on November 28, 1995 at 1,000
shares for one share.
This report has been prepared showing after stock split shares from inception.
Since its inception the company has been in the development stage and has
been engaged in seeking business opportunities.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
At January 31, 1997, the Company had a net operating loss carry forward of
$114,061. The tax benefit from the loss carry forward has been fully offset
by a valuation reserve, because the use of the future tax benefit is doubtful,
since the Company has no operations and there has been substantial changes in
the stockholders.
<PAGE>
SUPERIOR OIL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Earnings (Loss) Per Share
Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding after the reverse stock split.
3. INVESTMENTS - AVAILABLE-FOR-SALE SECRURITIES
During March and April 1997 the Company purchased restricted securities, as
shown below, which will become free trading within 12 months of their
purchase.
Name of Stock Number of Shares Cost - Fair Value
Synfuel Technology 7,600 $17,000
Gold Coast Resources 6,700 33,500
$50,500
4. INVESTMENTS - OIL AND GAS PROPERTIES
During April 1997 the Company purchsed a joint venture, working interest, in
an oil and gas property, with Opturnal Energy. The property is located 42
miles northwest of Lubbock, Texas and covers 13,600 production acres and is
estimated to contain over 100 million barrels of oil and 167 billion cubic
feet of gas.
The Company is committing $500,000 for the leasing, engineering, and drilling
of the property , however at the report date no activity had been started nor
does the Company have the assets to pay the commitment.
The land owner and Opturnal Energy have retained a 1/8 royalty each.
5. RELATED PARTY TRANSACTIONS
The officers and directors of the Company are involved in other business
activities and they may, in the future, become involved in additional business
ventures which also may require their attention. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The Company has
formulated no policy for the resolution of such conflicts.
6. CONTINGENT LIABILITIES
See note 4 regarding a $500,000 commitment to develop an oil and gas property.
<PAGE>
SUPERIOR OIL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
7. GOING CONCERN
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through additional
equity funding which will enable the Company to continue operations into the
future.
Management recognizes that, if it is unable to raise additional capital, it
cannot conduct operations in the future.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN THE SECURITIES
During March and April 1997 he registrant completed a regulation S offering
and sale of 13,000,000 common shares of it's capital stock for a net proceeds
of $130,000.
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
Forms 8-K filed during this period reported a regulation S stock offering, a
change in the name of the registrant, and a change in officers.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SUPERIOR OIL CORPORATION
[Registrant]
Dated June , 1997
By:/s/ Ranbir Dhaliwal
______________________
Ranbir Dhaliwal
President
