FRONTIER NATURAL GAS CORP
10QSB, 1997-05-15
CRUDE PETROLEUM & NATURAL GAS
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                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  EXCHANGE
    ACT OF 1934

                  For the quarterly period ended March 31, 1997

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


                 For the transition period from        to
                                               --------  --------

                         Commission file number: 0-22782


                        FRONTIER NATURAL GAS CORPORATION
              ----------------------------------------------------
              (Exact name of small business issuer in its charter)


         Oklahoma                                       73-1421000
- - -------------------------                ---------------------------------------
(State of incorporation)                 (I.R.S. Employer Identification Number)


                  500 Dallas, Suite 2920, Houston, Texas 77002
    -------------------------------------------------------------------------
    (Address of registrant's principal executive offices, including zip code)


                                 (713) 739-7100
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

     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.   Yes [ X ]  No [   ]

     9,865,906  shares as the  registrant's  common stock were outstanding as of
May 14, 1997.

     Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ X ]

<PAGE>
                        FRONTIER NATURAL GAS CORPORATION
                                  REPORT INDEX


                                                                         Page
                                                                         ----

PART  I. FINANCIAL INFORMATION


Item 1.  Financial Statements
           Consolidated Balance Sheets as of March 31, 1997 and
            December 31, 1996 (Unaudited)                                  3
           Consolidated Statements of Operations for the three
            months ended March 31, 1997 and 1996 (Unaudited)               5
           Consolidated Statements of Cash Flows for the three
            months ended March 31, 1997 and 1996 (Unaudited)               6
           Notes to Consolidated Financial Statements (Unaudited)          7

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                         9

PART II. OTHER INFORMATION                                                12

<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                        FRONTIER NATURAL GAS CORPORATION

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS

                                                    March 31,      December 31,
                                                      1997             1996
                                                  -----------      -----------
Current assets:
  Cash and cash equivalents                       $ 3,869,789      $ 4,956,656
  Accounts receivable, net of allowance
    for doubtful accounts of $10,533 at
    March 31, 1997 and December 31, 1996              320,134          366,498
  Prepaid expenses and other                          140,308          282,317
  Receivables from affiliates                         175,501          152,419
                                                  -----------      -----------
     Total current assets                           4,505,732        5,757,890

Property and equipment:
  Gas and oil properties, at cost -
    successful efforts method of accounting         5,472,555        5,280,115
  Other property and equipment                      1,145,146        1,074,727
                                                  -----------      -----------
                                                    6,617,701        6,354,842

  Less accumulated depletion, depreciation         (2,923,690)      (2,918,918)
    and amortization                              -----------      -----------
                                                    3,694,011        3,435,924
Other assets                                          220,580          437,378
                                                  -----------      -----------

     Total assets                                 $ 8,420,323      $ 9,631,192
                                                  ===========      ===========


   The accompanying notes are an integral part of these financial statements.


                                       3
<PAGE>
                        FRONTIER NATURAL GAS CORPORATION

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                  March 31,        December 31,
                                                    1996                1997
                                              ---------------      ------------

Current liabilities:
  Accounts payable                            $       713,462       $   725,222
  Revenue distribution payable                        186,479           360,163
  Current portion of long-term debt                   405,737           304,540
  Accrued and other liabilities                       414,974           271,805
                                                  -----------       -----------
     Total current liabilities                      1,720,652         1,661,730

Long-term debt                                        228,417           325,394
Non-recourse debt                                     864,000           681,618
Other long-term liabilities                           239,448           223,624
                                                  -----------       -----------
     Total liabilities                              3,052,517         2,892,366

Stockholders' equity:
  Cumulative  convertible  preferred
   stock $.01 par value;  5,000,000 
   shares authorized;  85,961 shares 
   issued and  outstanding at
   March 31, 1997 and December 31, 1996;
   ($859,610 aggregate liquidation
   preference at March 31, 1997 and 
   December 31, 1996)                                     860               860
  Common stock:
   Class A Common stock, $.01 par value;
    20,000,000 shares authorized;
    9,865,906 outstanding at March 31, 1997
    and December 31, 1996                              98,659            98,659
  Unamortized value of warrants issued                (47,535)          (54,325)
  Common stock subscribed                              45,000            45,000
  Common stock subscription receivable                (45,000)          (45,000)
  Additional paid-in capital                       14,599,326        14,599,326
  Deficit                                          (9,283,504)       (7,905,694)
                                                  -----------       -----------

     Total stockholders' equity                     5,367,806         6,738,826
                                                  -----------       -----------

            Total liabilities and stockholders'
             equity                               $ 8,420,323       $ 9,631,192
                                                  ===========       ===========


   The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>
                        FRONTIER NATURAL GAS CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                          Three Months Ended March 31,
                                        -----------------------------------
                                              1997                  1996
                                        ---------------          ----------

Revenues:
  Gas and oil revenues                  $       327,435          $1,091,963
  Loss on commodity transactions               (121,937)              -----
  Gain on sale of assets                        132,035              13,285
  Operating fees                                 14,234              73,010
  Other revenues                                 53,880              71,948
                                        ---------------          ----------
     Total revenues                             405,647           1,250,206
                                        ---------------          ----------
Costs and expenses:
  Lease operating expense                        96,698             166,567
  Production taxes                                8,784              77,163
  Transportation and gathering
   costs                                         90,394             128,873
  Gas purchases under deferred 
   contract                                       -----              82,461
  Depletion, depreciation and 
   amortization                                 132,774             431,998
  Exploration costs                             852,626             105,542
  Interest expense                                4,133              97,353
  Deferred gas contract settlement                -----             368,960
  General and administrative expense            572,260             560,515
                                          -------------          ----------
     Total costs and expenses                 1,757,669           2,019,432
                                          -------------          ----------
Loss before provision for income taxes       (1,352,022)           (769,226)
Benefit (provision) for income taxes              -----               -----
                                          -------------          ----------
Net loss                                     (1,352,022)           (769,226)

Cumulative preferred stock dividend              25,788              25,788
                                          -------------          ----------
Net loss applicable to common 
 stockholders                             $  (1,377,810)         $ (795,014)
                                          =============          ==========
Net loss per common and common 
 equivalent share                         $       (0.19)         $    (0.16)
                                          -------------          ----------
Weighted average number of common
 equivalent shares (in thousands)                 7,142               5,058
                                          =============          ==========


   The accompanying notes are an integral part of these financial statements.


                                       5
<PAGE>
                        FRONTIER NATURAL GAS CORPORATION

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                 Three Months Ended March 31,
                                               -------------------------------
                                                     1997             1996
                                               ---------------    ------------

Cash flows from operating activities:
  Net income (loss)                            $   (1,352,022)    $  (769,226)
  Adjustments to reconcile net loss
    to net cash
    provided by operating activities:
      Depletion, depreciation and
       amortization                                   132,774         431,998
      Deferred gas contract settlement                  -----         368,960
      Gain on sale of assets                         (132,035)        (13,285)
      Deferred revenues under gas contract              -----         (74,400)
      Amortization of financing costs                  14,134          44,712
      Exploration costs                               852,626         105,542
      Other                                            15,181           -----
      Changes in operating assets and
       liabilities:
        Accounts receivable                           (23,282)        (55,084)
        Prepaid expenses and other                    170,295          (4,264)
        Other assets                                    -----         (13,279)
        Accounts payable                              (11,760)       (248,756)
        Revenue distribution payable                 (173,684)        (25,732)
        Accrued and other                             158,993         (45,230)
                                               --------------     -----------
      Net cash (used) in operating
       activities                                    (348,780)       (298,044)
                                               --------------     -----------

Cash flows used in investing 
 activities:
  Capital expenditures - gas and oil
   properties                                     (1,330,312)      (1,617,501)
  Capital expenditures - other property
   and equipment                                     (73,646)            (565)
  Proceeds from sale of assets                       540,568          595,769
                                               -------------      -----------
      Net cash provided by (used in) 
       investing activities                         (863,390)      (1,022,297)
                                               -------------      -----------

Cash flows from financing activities:
  Proceeds from issuance of debt                     225,534        4,278,455
  Repayments of long-term debt                       (74,443)        (179,272)
  Debt issuance costs                                  -----         (165,158)
  Payment for settlement of deferred
   gas contract                                        -----       (2,181,489)
  Preferred stock dividends paid                     (25,788)           -----
                                               -------------      -----------
      Net cash provided by financing
       activities                                    125,303        1,752,536
                                               -------------      -----------

      Net increase (decrease) in cash
       and cash equivalents                       (1,086,867)         432,195

Cash and cash equivalents at beginning
 of year                                           4,956,656           63,908
                                               -------------      -----------

Cash and cash equivalents at end of year       $   3,869,789      $   496,103
                                               =============      ===========

Supplemental disclosure of cash flow
 information:
  Cash paid for interest                       $      34,157      $   134,568
                                               =============      ===========


   The accompanying notes are an integral part of these financial statements.


                                       6
<PAGE>
                        FRONTIER NATURAL GAS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   INTERIM FINANCIAL PRESENTATION

     The Condensed  Consolidated  Financial Statements herein have been prepared
by the  Company  without  audit,  pursuant to the rules and  regulations  of the
Securities  and  Exchange  Commission  (the  "SEC").  As  applicable  under such
regulations,  certain information and footnote  disclosures normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles  have been  condensed  or  omitted.  The  Company  believes  that the
presentation  and  disclosures  herein are adequate to make the  information not
misleading,  and the financial  statements  reflect all elimination  entries and
adjustments,  all of which are of a normal recurring nature, which are necessary
for a fair  statement  of the results for the three  months ended March 31, 1997
and 1996.

     Operating results for interim periods are not necessarily indicative of the
results  for full  years.  It is  suggested  that these  condensed  consolidated
financial  statements be read in  conjunction  with the  consolidated  financial
statements  for the year ended  December 31, 1996 and the related  notes thereto
included in the Company's Annual Report on Form 10-KSB filed with the SEC.

2.   DISPOSITION OF OIL AND GAS PROPERTIES

     In the  first  quarter  of 1996 the  Company  sold  several  properties  in
Oklahoma for consideration totaling $77,109, and realized a net gain of $13,285.
In the first quarter of 1997 the Company divested its interest in a well located
in  Oklahoma  and a portion  of its  interest  in a  prospect  located  in South
Louisiana for a total of $381,321 and realized a gain of $166,143. This gain was
partially  offset by a realized  loss of $34,108 which was  associated  with the
relocation of the Company headquarters to Houston, Texas.

3.   PREFERRED DIVIDENDS

     The Board of Directors of the Company declared a quarterly dividend of $.30
per share on the Company's outstanding  cumulative  convertible preferred stock.
The dividend was paid January 30, 1997 to stockholders of record at the close of
business January 20, 1997.

4.   COMMITMENTS AND CONTINGENCIES

     The Company has entered into employment  agreements with certain employees.
Two of these agreements  expire December 31, 1999 (and  automatically  renew for
additional  one-year  terms each December 31 unless  specifically  terminated by
either the Company or employee).  The  agreements  provide for salaries for each
person and in addition,  each of said two employees shall be entitled to receive
deferred  compensation,  provided the employee remains employed with the Company
until  expiration  of the initial term of his agreement and that he has not been
terminated for cause thereunder.  Such deferred  compensation shall be an annual
payment  equal to the  product of $9,000  multiplied  by the number of years the
employee is employed by the Company  commencing July 1, 1993 (up to a maximum of
ten years, and payments commence the year the Employee reaches age 65 or retires
from the Company,  whichever is later).  Deferred  payments  shall be paid for a
maximum  of 15 years  thereafter.  The  liability  for these  payments  is being
accrued over a ten year period commencing July 1, 1993.

     The Company also has employment  agreements with two other employees.  Both
agreements  expire on December 31, 1997 and  automatically  renew for successive
one-year  terms unless  terminated  by either the Company or the  employee.  The
agreements provide for salaries as well as certain incentive  compensation.  All
agreements  contain  provisions  prohibiting  the disclosure to third parties of
proprietary information relating to the Company.

     The  Company has entered  into an  agreement  with a director to serve as a
consultant to the Company. The consulting agreement provides for the director to
furnish exploration and production  oversight services on the Company's existing
properties and prospects in the Mid-Continent  Area and prospect  generation and


                                       7
<PAGE>
                        FRONTIER NATURAL GAS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


evaluation  services on the Company's  existing 3-D seismic data over acreage in
the Mid-Continent  Area, for a period of 23 months commencing on May 1, 1996 for
a monthly compensation of $10,000. This consulting agreement was entered into in
settlement of a previously existing  employment  agreement which would have been
more costly to the Company and for a longer period of time.

     Pursuant to the credit  agreement with the bank, the Company entered into a
natural gas swap  agreement  on 62,500  MMBTU of natural gas per month at $1.566
per  MMBTU for  Mid-Continent  gas for the  period  from  April 1, 1996  through
January 31, 1999.  The swap was amended to 31,250  MMBTU on September  25, 1996,
due to the sale of the N.E.  Cedardale  field.  The  Company  recorded a loss of
$212,000 in connection  with this  reduction in  quantities  covered by the swap
agreement.  The  unrealized  loss on the amended swap  agreement was $258,821 at
March 31, 1997.


                                       8
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The  following   discussion  and  analysis  reviews  Frontier  Natural  Gas
Corporation's  operations  for the three month  periods ended March 31, 1997 and
1996  and  should  be  read  in  conjunction  with  the  consolidated  financial
statements and notes related thereto.  Certain statements  contained herein that
set forth management's intentions,  plans, beliefs,  expectations or predictions
of the future  are  forward-looking  statements.  It is  important  to note that
Frontier's  actual results could differ  materially from those projected in such
forward-looking  statements.  The risks and  uncertainties  include  but are not
limited to potential unfavorable or uncertain results of 3-D seismic surveys not
yet completed,  drilling cost and operational  uncertainties,  risks  associated
with  quantities of total reserves and rates of production from existing gas and
oil reserves and pricing  assumptions of said reserves,  potential delays in the
timing of  planned  operations,  competition  and other  risks  associated  with
permitting  seismic surveys and with leasing gas and oil  properties,  potential
cost overruns,  regulatory uncertainties and the availability of capital to fund
planned expenditures as well as general industry and market conditions.

Overview

     The Company's  exploration  activities  for 1997 continued to center around
furthering its Gulf Coast Projects,  and in particular,  the transition zones of
South  Louisiana  which it initiated in 1995. The Company's main emphasis was in
furthering  acquisition  and  financing of the Starboard  Prospect.  The Company
moved its  headquarters  to Houston,  Texas,  in  September  1996,  to allow the
Company to more  effectively  exploit  opportunities  in these  primary areas of
exploration.

     During 1996, the Company  raised funds through a bank financing  agreement,
issued stock in a public offering, sold producing properties which no longer fit
the  Company's   business  plan,  and  obtained  partners  for  its  exploration
activities.

     The Company has what it considers to be an aggressive  drilling program for
1997 with over $3.7 million in planned drilling  activities along the Gulf Coast
Region.  This includes a 15,000 foot test on the Company's  Schooner Prospect in
Plaquemines  Parish,  Louisiana,  a well in which it owns a 37% working interest
which Hunt Petroleum Corporation will operate. The Schooner Prospect is ready to
drill and is  currently  waiting  on a drilling  rig.  Drilling  operations  are
expected to commence in June 1997. The Starboard Project is the most significant
project  in the  Company's  history.  Partners  include  Fina  Oil and  Chemical
Company, two affiliates of public utilities and a development drilling financing
commitment from Bank of America, Illinois. The Company owns working interests in
its leases over said project  ranging from 12% to 48% depending  upon the target
formation depths. The 3-D seismic has been shot and processed and interpretation
is under way. The project  includes  developmental  and  exploratory  locations.
Initial  drilling sites have been identified and  developmental  and exploratory
drilling is expected to commence in the third quarter of 1997.

     In the first quarter of 1997, the Company  participated  in three dry holes
and one unsuccessful  recompletion attempt on South Louisiana prospects, none of
which was confirmed by 3-D seismic. It also participated in a dry hole in Mobile
Bay on a high risk, high potential  Oligocene feature. In April 1997 the Company
participated in a 7,500 foot test located in Terrebonne Parish,  Louisiana.  The
cost, net to the Company, for this dry hole was approximately $257,000. With the
exception  of the Mobile Bay well,  the  Company  has not yet drilled any of its
high potential prospects which include its Schooner Prospect and the exploratory
targets in the Starboard Project.

Three  months  ended March 31, 1997  compared  with three months ended March 31,
1996

     Revenue.  Total revenues  decreased  67.6% from  $1,250,206 for the quarter
ended March 31, 1996, to $405,647 for the quarter ended March 31, 1997.

     Total gas and oil revenues decreased 70.0% from $1,091,963 to $327,435. The
decrease  in gas  and oil  revenues  was  primarily  attributable  to  decreased
production  from the Mobile Bay wells  which came on stream in  December of 1995
and from the sale of properties discussed below. Gas and oil revenues associated
with Mobile Bay  declined  from  $554,514  for the quarter  ended March 31, 1996


                                       9
<PAGE>
compared to $32,326 for the quarter ended March 31, 1997. A contributing  factor
to the  decline  in gas and oil  revenues  was the  sale of the  Company's  N.E.
Cedardale  field  located in Major County,  Oklahoma on September 27, 1996.  The
Company recorded gas and oil revenues  associated with the N.E.  Cedardale field
of $206,453 for the quarter ended March 31, 1996.

     Partially  offsetting the decrease in gas and oil revenues during the first
quarter  of 1997 was the  increase  in gain on sale of assets of  $118,750  from
$13,285 reported in the first quarter of 1996 to $132,035  reported in the first
quarter  of  1997.  As a  result  of the sale of a  substantial  portion  of the
Company's operated  properties in 1996,  operating fees to the Company decreased
from  $73,010 in the first  quarter  of 1996 to $14,234 in the first  quarter of
1997. Finally,  the Company realized losses from various commodity  transactions
totaling $121,937 in the first quarter of 1997. No similar transactions occurred
in the first  quarter of 1996.  Such  losses for the first  quarter of 1997 were
attributable to various  transactions in which the Company hedged its future gas
delivery  obligations as a requirement  for its bank loan facility  coupled with
the fact that spot gas  prices  were  higher  than the  hedge  contracts  in the
quarter. In addition to the foregoing, the Company had other revenues of $53,880
in the first  quarter of 1997 as  compared  to  $71,948 in the first  quarter of
1996.

     Costs and Expenses. Total costs and expenses of the Company decreased 13.0%
from  $2,019,432 in the first quarter of 1996 to $1,757,669 in the first quarter
of 1997.  The  decrease in costs and expenses was  primarily  attributable  to a
combination of decreases in non-recurring deferred gas contract settlement costs
and gas purchases under deferred contracts, decreases in depletion, depreciation
and amortization and operating costs associated with oil and gas properties such
as lease operating  expense,  transportation,  and production  taxes.  Partially
offsetting  the foregoing  decreases in expenses were  increases in  exploration
costs and general and administrative expense.

     Cost of settling gas contracts and futures  contracts  attributable  to the
settlement of a gas sales contract with Waldorf  Corporation  ($368,960) and the
gas purchases to fulfill the Waldorf contract  ($82,461),  occurred in the first
quarter of 1996.  The Company  incurred no similar costs in the first quarter of
1997.

     Depletion,  Depreciation,  and Amortization  Expense ("DD&A")  decreased by
69.3%  from  $431,998  in the first  quarter of 1996 to  $132,774  for the first
quarter of 1997. The decrease in DD&A was primarily  attributable to the sale of
the  Company's  N.E.  Cedardale  field  located  in Major  County,  Oklahoma  on
September 27, 1996.

     Interest  expense  decreased  to $4,133 in the first  quarter  of 1997 from
$97,353  for  the  first  quarter  of  1996.   The  Bank  of  America  loan  was
substantially  repaid in  September  1996 from the proceeds of the sale from the
N.E. Cedardale properties.

     Lease operating expense decreased 41.9% from $166,567 for the first quarter
of 1996 to  $96,698  for the  first  quarter  of 1997.  The  reduction  in lease
operating costs was attributable to the sale of operated  properties,  including
the N.E. Cedardale field, and a decline in rework activity.

     Production  taxes declined 88.6% from $77,163 for the first quarter of 1996
to $8,784 for the first  quarter  of 1997 due to the sale of the N.E.  Cedardale
properties and the significant decline in production from Mobile Bay.

     Transportation  and gathering  costs  decreased 29.9% from $128,873 for the
first quarter of 1996  compared to $90,394 for the first  quarter of 1997.  With
the  substantial  drop in production  from the Mobile Bay wells,  transportation
costs in  connection  with these  wells are  expected  to decline  substantially
during the remainder of 1997.

     Exploration  costs increased  707.9% from $105,542 for the first quarter of
1996 to $852,626 for the first quarter of 1997.  The  exploration  costs reflect
the impairment of oil and gas leases and expensed investments, of which $778,207
are  attributable  to dry hole  costs.  Also  included in  exploration  costs is
$74,419 of leasehold and acquisition costs.


                                       10
<PAGE>
     General administrative expenses ("G&A") increased by 2.1% from $560,515 for
the first quarter of 1996 compared to $572,260 in the first quarter of 1997.

     Net Income  (loss).  The net loss increased from $769,226 to $1,352,022 for
the first  quarter ended March 31, 1996 and March 31, 1997,  respectively.  This
increase was due to the factors discussed above.

     The net loss per common share  increased from a net loss of $0.16 per share
in the  first  quarter  of 1996 to a net loss of $0.19  per  share in the  first
quarter of 1997. This is reflective of the increase in net loss of $582,796 from
the  first  quarter  of 1996 as  compared  to the  first  quarter  of 1997.  The
increased  net loss was  partially  offset by the  increased  number of weighted
average  common  equivalent  shares at March 31,  1997  that  resulted  from the
secondary  offering  which was  finalized on August 14, 1996. As a result of the
secondary  offering there were  approximately  7,142,000 weighted average common
equivalent  shares at March 31,  1997 as  compared  to  approximately  5,058,000
weighted average common equivalent shares at March 31, 1996.

Liquidity and Capital Resources

     At March 31, 1997, the Company had a cash balance of $3,869,789 and working
capital of $2,785,080  as compared to a cash balance of  $4,956,656  and working
capital of  $4,096,160  at December 31,  1996.  The decrease in cash and working
capital was primarily  attributable  to the operating  loss incurred  during the
quarter and, in particular,  exploration  costs  associated with dry holes which
were drilled during the quarter.

     Cash flows used in  operations  totaled  $348,780,  excluding  $852,626  of
exploration  costs  which are  classified  under cash  flows  used in  investing
activities.

     Cash flows used in investing  activities totaled $863,390.  Included in the
cash flows used in investing  activities are $1,330,312 of capital  expenditures
on gas and oil  properties,  including the  exploration  costs referred to above
which are included in the  operating  loss for the period but are excluded  from
operating cash flows.  Partially  offsetting the capital expenditures during the
quarter,  the Company received $540,568 of proceeds from the sale of various oil
and gas properties during the quarter.

     Cash flows from financing  activities  totaled $125,303 during the quarter.
Cash flows from financing  activities  consisted of proceeds from debt issuances
of $225,534  offset by  repayments  of long-term  debt of $74,443 and  preferred
stock dividends paid of $25,788.

     The Company's  principal  obligations at March 31, 1997, were substantially
the same as at December 31, 1996,  and  consisted  principally  of (i) servicing
loans from Bank of America  ($415,698 at March 31, 1997) and other loans, (ii) a
non-recourse  loan  relating  to  the  development  of the  Company's  Starboard
Prospect  ($864,000  at March  31,  1997),  (iii)  payment  of  preferred  stock
dividends  ($25,788  of  dividends  were paid  during the quarter and $25,788 of
dividends  were declared and paid in April of 1997,  subsequent to quarter end),
(iv) funding of the Company's proposed exploration  activities during the second
half of 1997, and (v) funding of the day-to-day operating costs.

     The Company  has  utilized,  and  expects to continue to utilize,  its cash
balances to fund exploration costs and negative cash flows from operations.  The
Company is presently in  non-compliance  with the terms of its loan from Bank of
America,  but has secured a waiver of various  covenants  under the loan through
March 31, 1997. The Company  anticipates that it will require additional waivers
of  covenants  under the Bank of America  loan  until  such time as the  Company
begins to receive  revenues,  if ever,  from the drilling of wells scheduled for
drilling during the second and third quarters of 1997.

     Pending the results of its second and third quarter  drilling,  the Company
may need  additional  funds  beyond its capital  and credit  lines over the next
twelve  months for  operating  or capital  needs.  In the event second and third
quarter drilling is unsuccessful,  or it develops  currently  unknown  prospects
and/or  acquisition  opportunities,  it may seek additional  exploration  and/or
acquisition  capital.  Potential  options  available to the Company to raise any
additional  funds  include,  but are not  limited  to,  (a)  additional  outside
partners, (b) additional private borrowing,  (c) the further sale of 3-D seismic
data (d) the exercise of the Company's currently outstanding warrants should
the Company's  stock prices rise by August of 1997 to levels  necessary to allow
said warrants to be called, and (e) additional equity capital.


                                       11
<PAGE>
                           PART II - OTHER INFORMATION

Item 1. Exhibits and Reports on Form 8-K.

     (a)  Exhibits

          (11) Computation of Net Income Per Common and Common Equivalent Share

          (27) Financial Data Schedule

     (b)  Reports on Form 8-K

          None 


                                       12

<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 of the
undersigned thereunto duly authorized.


                                         FRONTIER NATURAL GAS CORPORATION




Date:  May 15, 1997                      By:  /s/  DAVID W. BERRY
     --------------                         ------------------------------------
                                              David W. Berry, Chief Executive
                                              Officer (Principal Executive
                                              Officer) and Director


Date:  May 15, 1997                      By:  /s/  DAVID B. CHRISTOFFERSON
     --------------                         ------------------------------------
                                              David B. Christofferson, Executive
                                              Vice President, General Counsel,
                                              Chief Financial Officer and
                                              Director


Date:  May 15, 1997                      By:  /s/  STEPHEN R. STABILE
     --------------                         ------------------------------------
                                              Stephen R. Stabile,
                                              Chief Accounting Officer


                                       13

                            EXHIBIT 11 TO FORM 10-QSB

                        FRONTIER NATURAL GAS CORPORATION
        Computation of Net Income Per Common and Common Equivalent Share
                                   (Unaudited)


                                                Quarter ended March 31,
                                             -----------------------------
                                                 1997             1996
                                             -----------      ------------

Common shares issued and 
  outstanding, beginning                       7,142,056         5,058,406

Add:  Common stock issued                           ----              ----
                                             ===========       ===========

Total equivalent common shares                 7,142,056         5,058,406
                                             ===========       ===========

Net income (loss)                            $(1,352,022)      $  (769,226)
                           

Less: Cumulative preferred
  stock dividend                                  25,788            25,788
                                             -----------       -----------

Net loss available to common
 and common equivalent shares                $(1,377,810)      $  (795,014)
                                             ===========       ===========

Net loss per common and common
  equivalent share                           $     (0.19)      $     (0.16)
                                             ===========       ===========

<TABLE> <S> <C>

<ARTICLE>                     5
       
<S>                             <C>
<PERIOD-TYPE>                   3-mos
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   MAR-31-1997
<CASH>                                           3,869,789
<SECURITIES>                                             0
<RECEIVABLES>                                      330,667
<ALLOWANCES>                                        10,533
<INVENTORY>                                              0
<CURRENT-ASSETS>                                 4,505,732
<PP&E>                                           6,617,701
<DEPRECIATION>                                  (2,923,690)
<TOTAL-ASSETS>                                   8,420,323
<CURRENT-LIABILITIES>                            1,720,652
<BONDS>                                            228,417
                                    0
                                            860
<COMMON>                                            98,659
<OTHER-SE>                                       5,268,287
<TOTAL-LIABILITY-AND-EQUITY>                     8,420,323
<SALES>                                            327,435
<TOTAL-REVENUES>                                   405,647
<CGS>                                                    0
<TOTAL-COSTS>                                    1,757,669
<OTHER-EXPENSES>                                         0
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                   4,133
<INCOME-PRETAX>                                 (1,352,022)
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                             (1,352,022)
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                    (1,352,022)
<EPS-PRIMARY>                                        (0.19)
<EPS-DILUTED>                                        (0.19)
        


</TABLE>


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