<PAGE> 1
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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 November 30, 1996.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from:
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Commission file number 333-3074
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TURTLEBACK MOUNTAIN GOLD CO., INC.
(Exact name of Registrant as specified in its charter.)
ARIZONA 86-0790266
(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
528 Fon du Lac Drive
East Peoria, Illinois 61611
(Address of principal executive offices including zip code.)
(309) 699-8725
(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 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 NO
(Not subject to filing requirements until August 16, 1996.)
The number of shares outstanding of the Registrant's Common
Stock, no par value per share, at February 13, 1996 was 996,500
shares.
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<PAGE> 2
PART I
ITEM 1. FINANCIAL STATEMENTS.
PAGE
INDEX NUMBER
Accountants' Report F-1
Balance Sheet as of September 30, 1996 and
December 31, 1995 F-2
Statement of Loss and accumulated deficit
for the period from inception (March 22, 1995)
through September 30, 1996 F-3
Statement of Changes in Stockholders' Equity
for the period from inception (March 22, 1995)
through September 30, 1996 F-4
Statement of Cash Flows for the period from
inception (March 22, 1995) through
September 30, 1996 F-5
Notes to Financial Statements F6-F7
<PAGE>
<PAGE> 3
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Turtleback Mountain Gold Co.,Inc.
We have audited the accompanying balance sheet of Turtleback
Mountain Gold Co., Inc. (A Development Stage Company) as of
December 31, 1995 and the related statements of operations,
changes in stockholders' equity and cash flows for the period
ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit 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.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Turtleback Mountain Gold Co., Inc. (A Development Stage
Company) at December 31, 1995, and the results of its operations,
changes in stockholders' equity and its cash flows for the period
ended December 31, 1995, in conformity with generally accepted
accounting principles.
We have not audited the balance sheet as of September 30, 1996,
or the related statements of loss and accumulated deficit and
cash flows for the three and nine months ended September 30,
1996, and accordingly, do not express an opinion or any other
form of assurance on them.
Robert Moe & Associates, P.S.
Certified Public Accountants
Spokane, Washington
March 4, 1996
F-1
<PAGE>
<PAGE> 4
TURTLEBACK MOUNTAIN GOLD CO., INC.
(A Development Stage Company)
BALANCE SHEET
September 30, 1996 and December 31, 1995
ASSETS
<TABLE>
<CAPTION>
September
30, 1996 December 31,
(Unaudited) 1995
<S> <C> <C>
CURRENT ASSETS
Cash $ 2,913 $ 521
Accounts receivable 1,500
-------- -------
Total current assets 2,913 2,021
OTHER ASSETS
Organization costs 685 685
Deferred registration costs 28,674 30,200
Mining claims (8) 13,000 13,000
-------- -------
$ 45,272 $ 45,906
======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ None $ None
STOCKHOLDERS' EQUITY
Common stock - $.00001 par value,
3,000,000,000 shares authorized,
498,000,000 shares issued 4,980 4,980
Preferred Stock - $.00001 par value,
400,000,000 shares authorized, 0
shares issued -- --
Additional paid in capital 52,470 52,470
-------- -------
57,450 57,450
Less stock subscriptions
receivable (1,450) (1,450)
------- -------
56,000 56,000
Deficit accumulated during the
development stage (10,728) (10,094)
------- --------
Total Stockholders' Equity 45,272 45,906
------- -------
$ 45,272 $ 45,906
======= =======
</TABLE>
See accompanying notes to financial statements
F-2
<PAGE> 5
TURTLEBACK MOUNTAIN GOLD CO., INC.
(A Development Stage Company)
STATEMENT OF LOSS AND ACCUMULATED DEFICIT
for the period from inception (March 22, 1995)
through September 30, 1996
<TABLE>
<CAPTION>
Cumulative
during
development
stage from
Three Nine inception
Months Months Inception (03-22-95)
Ended Ended (03-22-95) through
09-30-96 09-30-96 through 09-30-96
(Unaudited) (Unaudited) 12-31-95 (Unaudited)
<S> <C> <C> <C> <C>
INCOME $ 1,081 $ 1,081 $ 203 $ 1,284
OPERATING
EXPENSES 1,400 1,715 10,297 12,012
NET INCOME
(LOSS) $ (319) $ (634) $(10,094) $(10,728)
======= ======= ======= =======
NET INCOME
PER SHARE $ NIL $ NIL $ NIL $ NIL
======= ======= ======= =======
</TABLE>
The company is in the development stage and has not
commenced operations.
See accompanying notes to financial statements
F-3
<PAGE> 6
TURTLEBACK MOUNTAIN GOLD CO., INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
March 22, 1995 (Inception) through September 30, 1996
<TABLE>
<CAPTION>
Additional Retained
Common Stock Paid-in Earnings
Shares Amount Capital (Deficit)
<S> <C> <C> <C> <C>
BALANCE
Inception 03/22/95 -- $ -- $ -- $ --
ADD:
Sale of 188,000,000 shares
of common stock for $44,450
cash 188,000,000 1,880 42,570
Sale of 310,000,000 shares
of common stock for mining
claims at a value of
$13,000 310,000,000 3,100 9,900
----------- ------- ------- --------
Net loss for the period (10,094)
BALANCE, 12/31/95 498,000,000 4,980 52,470 (10,094)
Net loss for the nine months
ended September 30, 1996
(Unaudited) (634)
----------- ------- ------- -------
BALANCE, September 30, 1996
(Unaudited) 498,000,000 $ 4,980 $ 52,470 $(10,728)
=========== ======= ======= =======
</TABLE>
See accompanying notes to financial statements
F-4
<PAGE> 7
TURTLEBACK MOUNTAIN GOLD CO., INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
for the period from inception (March 22, 1995)
through September 30, 1996
<TABLE>
<CAPTION>
Cumulative
during
development
stage from
Three Nine inception
Months Months Inception (03-22-95)
Ended Ended (03-22-95) through
09-30-96 09-30-96 through 09-30-96
(Unaudited) (Unaudited) 12-31-95 (Unaudited)
<S> <C> <C> <C> <C>
CASH FLOWS PROVIDED (USED) IN OPERATIONS
Net loss for the period $ (319) $ (634) $(10,094) $(10,728)
(Increase) decrease
in accounts receivable 1,500 1,500 (1,500)
(Decrease) in accounts
payable (4,845)
------- ------- ------- -------
(3,664) 866 (11,594) (10,728)
------- ------- ------- -------
CASH FLOWS PROVIDED (USED) IN
INVESTING ACTIVITIES -- -- -- --
------ ------ ------- ------
CASH FLOWS PROVIDED (USED)
IN FINANCING ACTIVITIES
Proceeds from sale
of stock -- -- 43,000 43,000
Payment of deferred registration
and organization costs 5,664 1,526 (30,885) (29,359)
------ ------ ------- -------
5,664 1,526 12,115 13,641
------ ------ ------- -------
NET INCREASE (DECREASE)
IN CASH 2,000 2,392 521 2,913
CASH BEGINNING
OF PERIOD 913 521 -- --
------ ------ ------- -------
CASH END OF PERIOD $ 2,913 $ 2,913 $ 521 $ 2,913
======= ======= ======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ -0- $ -0- $ -0-
Income taxes $ -0- $ -0- $ -0-
SUPPLEMENTAL SCHEDULE OF NONCASH ACTIVITIES
Mining claims were transferred to the Company in exchange for
310,000,000 shares of common stock and is reflected in the balance
sheet at the transferor cost of $13,000. The mining claims were
appraised in October 1986 for an amount that exceeds the value
reflected in the balance sheet by Marston & Marston, Inc. (engineers
to the mining industry).
See accompanying notes to financial statements
F-5
<PAGE> 8
TURTLEBACK MOUNTAIN GOLD CO., INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Organization: The Turtleback Mountain Gold Co., Inc. was
incorporated on March 22, 1995, under the laws of the State
of Arizona. The Company has adopted a year ending on
December 31.
The Company was organized to use the limited funding it
obtained from its original shareholders for organizational
matters and preparation of an offering. The Company intends
to exchange stock for mining claims.
Because of the speculative nature of the Company, there are
significant risks which are summarized as follows:
Newly formed company with no operating history and
minimal assets.
Limited funds available for acquisition.
Management is inexperienced and offers limited time
commitment.
Conflict-of-interest, as all employees have other part-time or
full-time employment.
The Company is considered to be in the development stage as
defined in Statement of Financial Accounting Standards No. 7. There
have been no operations since incorporation.
Summary of Significant Accounting Principles: Deferred
registration costs will include fee payments for legal
expenses relating to the proposed public stock offering. If
the offering is successful, certain of the legal fees will
be charged to additional paid-in capital. If unsuccessful,
all such costs will be charged to operations.
Mining claims transferred to the Company were recorded at
the transferor cost basis.
Mining claims will be reviewed annually by management for
continued valuation or impairment. Management will consider
the estimated undiscounted future cash flows and write off
claims abandoned or impaired. Management intends to adopt
Financial Accounting Standards No. 121 effective January 1,
1996. The adoption would not impact the financial
statements at December 31, 1995.
F-6
<PAGE> 9
TURTLEBACK MOUNTAIN GOLD CO., INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
2. STOCKHOLDERS' EQUITY
Incorporation shares: Upon incorporation, the Company had a
total of 498,000,000 shares subscribed.
Proposed public stock offering: The Company intends to
issue up to four hundred million (400,000,000) Units in
exchange for up to one hundred twelve (112) mining claims
located in La Paz, Maricopa, and Yuma counties, Arizona.
Each Unit consists of one share of Common Stock; one warrant
to purchase one share of Common Stock at an exercised price
of $0.01 per warrant ("Class A Warrants"); and, one warrant
to purchase one share of Common Stock at an exercise price
of $0.02 per warrant ("Class B Warrants"). The Warrants may
be redeemed by the Company at any time upon thirty (30) days
written notice to the holders thereof at redemption price of
$0.00001 per warrant. The Warrants are immediately
detachable and separately tradable. The Warrants are
exercisable up to five (5) years from the effective date of
the offering unless called sooner.
3. OFFICES AND EMPLOYEES
The Company's office will be located at 4625 South Ash
Avenue, Suite J1, Tempe, Arizona 85282.
The Company currently has no full-time employees.
4. MINING CLAIMS
Eight mining claims were transferred to the company on June
30, 1995 by "Quitclaim Deed" in exchange for 310,000,000
shares of common stock. The mining claims are reflected in
the balance sheet at the transferor cost of $13,000. The
mining claims were appraised in October 1986 for an amount
that exceeds the value reflected in the balance sheet.
5. REPRESENTATIONS OF MANAGEMENT
The financial statements as of September 30, 1996 and for
the three and nine months ended September 30, 1996 have been
prepared without audit. The financial statements included
herein reflect all adjustments (consisting only of normal
recurring accruals) which, in the opinion of management, are
necessary to present a fair statement of the results for the
interim periods.
F-7
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULT OF OPERATIONS.
Results of Operations - Inception (March 22, 1995) through
September 30, 1996
The Company is considered to be in the development stage as
defined in the Statement of Financial Accounting Standards No. 7.
There have been no operations since incorporation.
Liquidity and Capital Resources
The Company sold 498,000,000 shares of its Common Stock to
nineteen persons and two corporations for $44,450 in cash and
property. The cash and property has been used for organizational
matters and preparation of the prospectus. The Company has no
operating history and no material assets.
The Company must obtain additional capital in order to fully
develop its existing claims and the claims acquired in this
offering. The Company intends to raise additional capital in the
future through loans or the sale of common stock. There is no
assurance that the Company will be able to raise such additional
capital and in the event the Company is unable to raise such
additional capital, the Company may have to substantially curtail
its operations or entirely cease operations.
<PAGE> 11
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.
Dated this 14th day of November, 1996.
TURTLEBACK MOUNTAIN GOLD CO., INC.
(the "Registrant")
BY: /s/ Dale L. Runyon,
Secretary/Treasurer, Chief Financial
Officer and, a member of the Board
of Director
<PAGE> 12
EXHIBIT INDEX
Exhibit
No. Description
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Statement of Financial Condition at September 30, 1996 (Unaudited) and
the Statement of Income for the nine months ended June 30, 1996 (Unaudited)
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-30-1995
<PERIOD-END> SEP-30-1996
<CASH> 2,913
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,913
<PP&E> 42,359
<DEPRECIATION> 0
<TOTAL-ASSETS> 45,272
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 4,980
<OTHER-SE> 40,292
<TOTAL-LIABILITY-AND-EQUITY> 45,272
<SALES> 0
<TOTAL-REVENUES> 1,081
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,715
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (634)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (634)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
