SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 8-K CURRENT REPORT Pursuant to Section 10 or 15(d) of the Securities Exchange Act of 1934 APRIL 14, 1999 ------------------------------------------------ Date of Report (date of earliest event reported) WINCO PETROLEUM CORPORATION ----------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) COLORADO 0-9295 84-0794604 ---------------------------- ------------- ---------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation File Number) Identification Number) 3118 CUMMINGS GARDEN CITY, KANSAS 67846 --------------------------------------- (Address of Principal Executive Offices Including Zip Code) (316) 275-2963 ------------------------------ (Registrant's telephone number, including area code) NOT APPLICABLE ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 1. Changes in Control of Registrant -------------------------------- N/A Item 2. Acquisition or Disposition of Assets ------------------------------------ On April 14, 1999, pursuant to a verbal agreement, Winco Petroleum Corporation ("Winco" or the "Registrant") acquired a 100% working interest in and the associated operations of four oil leases from Mai Oil Operations ("Mai"), an unaffiliated entity. The revenue interests acquired range from 80% to 87.5%, as landowner and overriding royalty interest are paid from oil sales by the purchaser. These four leases are the Coady Hill, Holl and Michel A in Russell County, Kansas and the Gage A in Barton County, Kansas. The four leases include a total of fourteen (14) producing oil wells and two salt-water disposal wells. Winco paid $73,916 in cash consideration to acquire the interests and operations of the four oil leases, which includes the acquisition of the entire leasehold and all equipment related to operations on the leasehold. In determining the amount of consideration to be paid to Mai, Winco evaluated its current cash flow, as well as the estimated life and potential for improvement of the operations on the four oil leases. Winco obtained the funds to make this acquisition from working capital. The acquisition of these four oil leases is consistent with Winco's strategy of property acquisition and the acquired leases are located near other properties operated by Winco or its affiliates. The acquired wells on the leases have been producing for several years, but production has declined in the last couple of years. Upon acquisition of the four oil leases, Winco performed mechanical repairs and chemical treatments to some of the wells to optimize their efficiency. Winco believes that the potential for improvement in production exists with some of the acquired wells and that the price paid for the four oil leases will be recovered in a reasonable time period, which may even be shortened through production enhancement and/or improvement in oil prices. Item 3. Bankruptcy or Receivership -------------------------- N/A Item 4. Changes in Registrant's Certifying Accountants ---------------------------------------------- N/A -2- Item 5. Material Events --------------- N/A Item 6. Resignations of Registrant's Directors ----------------------------------- N/A Item 7. Financial Statements and Exhibits --------------------------------- (a) Financial Statements of Business Acquired. COADY, GAGE, HOLL, AND MICHEL PRODUCING PROPERTIES PURCHASED BY WINCO PETROLEUM CORPORATION STATEMENT OF DIRECT REVENUES AND ESTIMATED DIRECT EXPENSES DECEMBER 31, 1998 AND 1997 WITH INDEPENDENT AUDITORS' REPORT -3- COADY, GAGE, HOLL AND MICHEL PRODUCING PROPERTIES PURCHASED BY WINCO PETROLEUM CORPORATION STATEMENT OF DIRECT REVENUES AND ESTIMATED DIRECT EXPENSES December 31, 1998 and 1997 TABLE OF CONTENTS ----------------- Page -------- Independent Auditors' Report . . . . . . . . . . . . . . . . . . . .F-1 Financial Statements: Statement of Direct Revenues and Estimated Direct Expenses. . .F-2 Notes to Financial Statements . . . . . . . . . . . . . . . . .F-3 -4- INDEPENDENT AUDITORS' REPORT ---------------------------- Board of Directors Winco Petroleum Corporation We have audited the accompanying statement of direct revenues and estimated direct expenses of the Coady, Gage, Hall, and Michel producing properties purchased by Winco Petroleum Corporation's as of December 31, 1998 and 1997. This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. The accompanying statement of direct revenues and estimated direct expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in the Form 8-K of Winco Petroleum Corporation) as described in Note 1 and is not intended to be a complete presentation of the properties' revenues and expenses. In our opinion, the statement of direct revenues and estimated direct expenses referred to above presents fairly, in all material respects, the estimated net direct revenues of the Coady, Gage, Hall, and Michel producing properties for the years ended December 31, 1998 and 1997 in conformity with generally accepted accounting principles. /s/ ALLEN, GIBBS & HOULIK, L.C. November 20, 2000 F-1 -5- COADY, GAGE, HOLL AND MICHEL PRODUCING PROPERTIES PURCHASED BY WINCO PETROLEUM CORPORATION STATEMENT OF DIRECT REVENUES AND ESTIMATED DIRECT EXPENSES December 31, 1998 and 1997

The accompanying notes are an integral part of this financial statement. F-2 -6- COADY, GAGE, HOLL AND MICHEL PRODUCING PROPERTIES PURCHASED BY WINCO PETROLEUM CORPORATION NOTES TO FINANCIAL STATEMENTS 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF BUSINESS - Effective April 14, 1999, Winco Petroleum Corporation (Company) acquired 100% of the working interests and operations of the oil wells referred to as the Coady, Gage, Holl, and Michel producing properties (Properties), in the amount of $73,916. The statement of direct revenues and estimated direct expenses has been prepared using available information, including oil produced and actual oil prices for the periods indicated and estimated direct expenses. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect: (1) the reported amounts of assets and liabilities, (2) disclosures such as contingencies, and (3) the reported amounts of revenues and expenses included in such financial statements. Actual results could differ from those estimates. HISTORICAL SUMMARY - The Historical Summaries presented herein were prepared for the purposes of complying with the financial statement requirements of a business acquisition to be filed on Form 8-K as promulgated by Regulation S-B Item 3/D of the Securities Exchange Act of 1934. DIRECT REVENUE - Direct revenue represents revenues from oil production of the Properties. ESTIMATED DIRECT EXPENSES - Estimated direct expenses, including pumper, utilities and fuel, salt water disposal, chemicals, repairs, insurance, and other direct expenses, are based on management's experience with similar properties in similar locations. Direct expense also includes an operator overhead charge, which is customary for the geographic area. Direct expenses do not include a provision for depreciation, depletion, or amortization. F-3 -7- (b) Pro Forma Financial Information. WINCO PETROLEUM CORPORATION PROFORMA CONDENSED BALANCE SHEETS With April 1999 Acquisition of Properties As Of March 31, 1999

-8- WINCO PETROLEUM CORPORATION PROFORMA CONDENSED STATEMENTS OF OPERATIONS With April 1999 Acquisition of Properties Six Months Ended March 31, 1999

* The proforma adjustment reflects the acquisition of the oil and gas properties. While the properties were acquired in April of 1999, the adjustments are made as if they were acquired at the beginning of the period reported. The adjustment amounts are the direct revenues and estimated direct expenses of the acquired properties for the period and an estimated depreciation, depletion and amortization based on the costs of the properties and their production and reserve levels when acquired. -9- WINCO PETROLEUM CORPORATION PROFORMA CONDENSED STATEMENTS OF OPERATIONS With April 1999 Acquisition of Properties Fiscal Year Ended September 30, 1998

* The proforma adjustment reflects the acquisition of the oil and gas properties. While the properties were acquired in April of 1999, the adjustments are made as if they were acquired at the beginning of the period reported. The adjustment amounts are the direct revenues and estimated direct expenses of the acquired properties for the period and an estimated depreciation, depletion and amortization based on the costs of the properties and their production and reserve levels when acquired. -10- (c) Exhibits: N/A 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 hereunto duly authorized. WINCO PETROLEUM CORPORATION Dated: January 19, 2001 By: /s/ Daniel L. Dalke ----------------------------- Daniel L. Dalke Chief Financial Officer -11-

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