SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10Q QUARTERLY REPORT PURSUANT OF SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended - December 31, 2000 0-9295 ----------------------- Commission File Number WINCO PETROLEUM CORPORATION ----------------------------------------------------- (Exact name of registrant as specified in its charter) COLORADO 84-0794604 ------------------------------- -------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation of organization) P O BOX 342 GARDEN CITY, KANSAS 67846 ---------------------------------------- ---------- (Address of principle executive offices) (Zip Code) (316) 275-2963 ---------------------------------------------------- (Registrant's telephone number. Including area code) ----------------------------------------------------------------- (Former name, former address, 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 ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. X Yes No ----- ----- Indicate the number of shares outstanding of each of the issuer's class of common stock, as of the close of the period covered by this report. Class: Common Stock, No par value Outstanding as of December 31, 2000: 41,152,606 WINCO PETROLEUM CORPORATION CONDENSED BALANCE SHEET

~~June~~December 3031, 2000 September 30, ~~1999~~2000 (Unaudited) (Audited) ----------------- ------------------ ASSETS ------ CURRENT ASSETS: Cash and short-term investment $ ~~327~~321,~~132~~003 $ ~~273~~302,~~172~~799 Notes and accounts receivable - trade 3825,~~024~~090 2825,~~127~~411 Notes and accounts receivable - related party 2467,~~664~~823 4850,~~970~~665 ------------ ------------ TOTAL CURRENT ASSETS ~~389~~413,~~820~~916 ~~350~~378,~~269~~875 INVESTMENTS IN OIL AND GAS PROPERTIES At Cost, Net (Using the full cost method of of accounting) ~~201~~170,~~422~~515 ~~220~~180,~~989~~615 FURNITURE, FIXTURES AND VEHICLES, At Cost, Net of Allowances for Depreciation - - ~~OTHER ASSETS 1,000 1,000~~ ------------ ------------ TOTAL ASSETS $ ~~592~~584,~~242~~431 $ ~~572~~559,~~258~~490 ============ ============ LIABILITIES AND STOCKHOLDERS' INVESTMENT ---------------------------------------- CURRENT LIABILITIES: Accounts payable to stockholders, Directors, and related parties $ ~~150~~47,226 $ 3519,~~447~~984 Accounts payable and accrued liabilities 2127,~~697~~687 29,~~334~~084 ------------ ------------ TOTAL CURRENT LIABILITIES 2174,~~847~~913 3729,~~781~~068 ------------ ------------ STOCKHOLDERS' INVESTMENT Common stock, no par value; 500,000,000 shares authorized; 41,152,606 shares issued and outstanding 307,000 307,000 Additional paid in capital 1,~~292~~293,~~920~~520 1,~~292~~293,~~920~~520 Accumulated deficit ( ~~997~~1,~~088~~090,399) (1,~~033~~069,~~156~~495) Treasury stock ( ~~32,437~~603) ( ~~32,287~~603) ------------ ------------ TOTAL STOCKHOLDERS' INVESTMENT ~~570~~509,~~395~~518 ~~534~~530,~~477~~422 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT $ ~~592~~584,~~242~~431 $ ~~572~~559,~~258~~490 ============ ============

WINCO PETROLEUM CORPORATION CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)

THREE MONTHS ENDED ~~JUNE~~DECEMBER 3031, 2000 1999 ----------------- ----------------- REVENUES: Oil and gas sales $ 9368,~~410~~725 $ 4146,~~838~~874 ~~Interest income - 2,003~~ Gain on sale of assets - - ------------ ------------ 9368,~~410~~725 4346,~~841~~874 ------------ ------------ EXPENSES: Lease operating expenses 7437,~~717~~792 2835,~~118~~087 General and administrative 641,~~400~~738 247,342 Depreciation, depletion and Amortization 10,100 6,522 ~~9,154~~ ------------ ------------ 8789,~~639~~630 3748,~~296~~951 ------------ ------------ Income (Loss) before income tax 5( 20,~~771~~905) 6( 2,~~545~~077) Income tax expense (benefit) - - ------------ ------------ NET INCOME (LOSS) $( 520,~~771~~905) $( 62,~~545~~077) ============ ============ NET INCOME (LOSS) PER COMMON SHARE - ~~PRIMARY~~Primary ~~AND~~and ~~FULLY~~fully ~~DILUTED~~diluted $ - $ - ============ ============ WEIGHTED AVERAGE SHARES OUTSTANDING 41,152,606 41,152,606 ============ ============

WINCO PETROLEUM CORPORATION STATEMENT OF CASH FLOW

~~NINE~~THREE MONTHS ENDED ~~JUNE~~DECEMBER 3031, 2000 1999 ----------------- ----------------- ~~REVENUES:~~Cash ~~Oil~~flows ~~and~~from ~~gas~~operating ~~sales~~activities: Net income (loss) $( ~~258~~20,~~253~~905) $( 512,~~423~~077) ~~Interest~~Adjustments ~~income~~to -reconcile net loss to net cash used in operating activities: Depreciation, depletion and amortization 10,100 6,~~266~~522 Gain on sale of assets Changes in current assets and current liabilities: Accounts Receivable - trade 321 48,405 Accounts Receivable - related ( 17,158) -~~----------~~ Accounts Payable -~~----------~~ ~~258~~trade 27,~~253~~242 57( 35,~~689~~297) Accounts Payable - related 18,603 0 ------------ ------------ ~~EXPENSES:~~Net ~~Lease~~cash provided (used) in operating ~~expenses~~activities ~~170~~18,~~666~~203 3617,~~475~~553 ~~General~~Cash ~~and~~flows ~~administrative~~from ~~31,953~~(used ~~6,143~~in) ~~Depreciation,~~investing ~~depletion~~activities: Investment in oil and ~~Amortization~~gas ~~19,566~~properties ~~18,169~~- - Purchase of common stock for Treasury -~~---------~~ -~~----------~~ ~~222,185~~Proceeds ~~60,787~~from sale of oil & gas property - - ------------ ------------ ~~Income~~NET INCREASE (~~Loss~~DECREASE) ~~before~~IN ~~income~~CASH ~~tax~~AND ~~36,068~~CASH (EQUIVALENTS 318,~~098)~~203 ~~Income~~17,553 ~~tax~~Cash ~~expense~~and ~~(benefit)~~Cash -Equivalents -at beginning of period 302,799 273,172 ------------ ------------ ~~NET~~CASH ~~INCOME~~AND ~~(LOSS)~~CASH $EQUIVALENTS ~~36,068~~AT $(END ~~3,098)~~OF ~~===========~~PERIOD ~~=========== NET INCOME (LOSS) PER COMMON SHARE - PRIMARY AND FULLY DILUTED~~ $ -321,002 $ -290,725 =========== =~~==========~~ ~~WEIGHTED AVERAGE SHARES OUTSTANDING 41,152,606 41,152,606~~ =========== =~~==========~~

WINCO PETROLEUM CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) CONDENSED FINANCIAL STATEMENTS ------------------------------ 1. The accompanying, unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X and do not include all principles for completed financial statements. In the opinion of Winco Petroleum Corporation the accompanying, unaudited, condensed financial statements contain all adjustments (consisting of normal adjustments) necessary to present fairly the financial position as of December 31, 2000 and the results of operations and changes in financial position for the three months then ended. Operating results for the three months ended December 31, 2000 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2001. These statements should be read in conjunction with the financial statements and notes thereto included in Form 10-K for the fiscal year ended September 30, 2000. INVESTMENTS IN OIL AND GAS PROPERTIES ------------------------------------- 2. Depreciation and depletion of the full cost pool is computed using a unit-of-production method based on proved reserves as determined by the Company and independent engineers. A provision of $10,100 was made for the three months ended December 30, 2000. Reserve for depreciation and depletion was $188,280 and $178,179 on December 31, 2000 and September 30, 2000, respectively. EARNINGS PER SHARE ------------------ 3. Earnings per common share were computed by dividing net income by the weighted average number of shares of common stock outstanding during the three month period ended December 31, 2000 and 1999. The weighted average number shares outstanding for the periods ending December 31, 2000 and 1999 was 41,152,606. RELATED PARTY TRANSACTIONS -------------------------- 4. Oil and gas properties owned by the Company are operated by entities considered related parties due to common ownership and management by directors and officers of the Company. Operation by such parties are on the same basis as outside third party operators. As a result of such operations, some proceeds from revenues are usually in process of distribution resulting in amounts considered receivable. Similarly, charges for costs of operation of the Company's properties are usually in process of billing and payment resulting in amounts considered payable. PENDING MATTER -------------- 5. The Company has signed a preliminary letter of intent to enter into a merger agreement with an unrelated corporation. Pursuant to the terms of such letter, the agreement anticipates the spin-off of all the existing cash and oil and gas related assets and liabilities to a subsidiary corporation, which will continue to be owned by the Company's existing shareholders in the same proportions as of record at the time of such spin- off. Subsequent to the spin-off, the Company will merge with the other party, a corporation involved in the computer industry, and the existing shareholders of the Company will be diluted to approximately 7.5% ownership of the merged company. WINCO PETROLEUM CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES ------------------------------- During the three months ended December 31, 2000, the Company's working capital decreased $10,804. Working capital decreased as a result of higher than usual general and administrative expenses, due primarily to legal and accounting costs associated with the Company's pending merger. The Company's working capital at December 31, 2000 was $339,003. The Company intends to utilize funds to purchase producing properties. The Company also may participate in oil and gas development programs through sharing arrangements with industry participants. The Company will consider those arrangements which are financially feasible under current conditions. RESULTS OF OPERATIONS FOR THE PERIODS ENDED DECEMBER 31, 2000 ------------------------------------------------------------- During the three months ended December 31, 2000, oil and gas sales increased approximately $21,851 from the comparable period in 1999. The increase in sales resulted from improved oil prices. There was a corresponding increase in lease operating expenses of $2,705 for the same period. Due to net operating loss carry forward and tax credits available for financial and tax reporting purposes, the Company does not expect any significant income tax effects in the current year. General and administrative expenses increased by $34,396 from the comparable period in 1999. This significant increase resulted primarily from costs associated with the Company's pending merger, including increases in audit and legal of $19,906, other consulting services of $11,000 and SEC filing services of $3,490. WINCO PETROLEUM CORPORATION PART II ------- ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS None ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K None SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. WINCO PETROLEUM CORPORATION /s/ CECIL O'BRATE -------------------------------------------- Cecil O'Brate, President Dated: March 2, 2001

NINE MONTHS ENDED JUNE 30, 2000 1999 ----------- ----------- Cash flows from operating activities: Net income (loss) $ 36,068 $( 3,098) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation, depletion and amortization 19,566 18,169 Gain on sale of assets Changes in current assets and current liabilities: Accounts Receivable 14,409 - Accounts Payable ( 15,933) - ----------- ----------- Net cash provided (used) in operating activities 54,110 15,071 Cash flows from (used in) investing activities: Investment in oil and gas properties - ( 73,967) Purchase of common stock for Treasury ( 150) ( 975) Proceeds from sale of oil & gas property - - ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 53,960 ( 59,871) Cash and Cash Equivalents at beginning of period 273,172 328,202 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 327,132 $ 268,331 =========== ===========

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