<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 June 30, 1997.
[ ] 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 x
The number of shares outstanding of the Registrant's Common Stock, $0.00001
par value per share, at June 30, 1997 was 898,000,000 shares.
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<PAGE> 2
PART I
ITEM 1. FINANCIAL STATEMENTS.
TURTLEBACK MOUNTAIN GOLD CO. INC.
FINANCIAL INFORMATION
PAGE
INDEX NUMBER
Accountants' Report F-1
Balance Sheet as June 30, 1997 and
December 31, 1996 F-2
Statement of Loss and accumulated deficit
for the period from inception (March 22, 1995)
through June 30, 1997 F-3
Statement of Changes in Stockholders' Equity
for the period from inception (March 22, 1995)
through June 30, 1997 F-4
Statement of Cash Flows for the period from
inception (March 22, 1995) through
June 30, 1997 F-5
Notes to Financial Statements F6-F7
<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, 1996,
and the related statements of operations, changes in stockholders'
equity and cash flows for the period ended December 31, 1996. 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, 1996, and the results of its operations, changes in
stockholders' equity and its cash flows for the period ended December
31, 1996, in conformity with generally accepted accounting
principles.
We have not audited the balance sheet as of June 30, 1997, or the
related statements of loss and accumulated deficit and cash flows for
the six months ended June 30, 1997, 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
February 21, 1997
F-1
<PAGE> 4
TURTLEBACK MOUNTAIN GOLD CO., INC.
(A Development Stage Company)
BALANCE SHEET
June 30, 1997 and December 31, 1996
ASSETS
<TABLE>
<CAPTION>
06-30-97
(Unaudited) 1996
<S> <C> <C>
CURRENT ASSETS
Cash $ 499 $ 3,536
Accounts receivable
-------- ---------
Total current assets 499 3,536
OTHER ASSETS
Organization costs (net of $137
amortization 548 548
Mining claims 79,076 79,076
-------- ---------
$ 80,123 $ 83,160
======== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 22,800 $ 11,000
-------- --------
STOCKHOLDERS' EQUITY
Common stock - $.00001 par value,
3,000,000,000 shares authorized,
898,000,000 shares issued 8,980 8,980
Preferred Stock - $.00001 par value,
400,000,000 shares authorized, 0
shares issued -- --
Additional paid in capital 77,708 77,708
-------- --------
86,688 86,688
Deficit accumulated during the
development stage (29,365) (14,528)
-------- --------
Total Stockholders' Equity 57,323 72,160
-------- --------
$ 79,965 $ 83,160
======== ========
</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 June 30, 1997
<TABLE>
<CAPTION>
Cumulative
during
development
Three Six stage from
Months Months Inception inception
Ended Ended (3-22-95) (3-22-95)
06-30-97 06-30-97 through through
(Unaudited) (Unaudited) 12-31-96 06-30-97
<S> <C> <C> <C> <C>
INCOME $ -- $ -- $ 383 $ 383
OPERATING EXPENSES 7,495 14,837 14,911 22,406
-------- --------- --------- ---------
NET INCOME (LOSS) $ (7,495) $ (14,837) $ (14,528) $ (22,023)
======== ========= ========= =========
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 June 30, 1997
<TABLE>
<CAPTION>
Additional Retained
Common Stock Paid-in Earnings
Shares Amount Capital (Deficit)
<S> <S> <C> <C> <C>
BALANCE
Inception March 22, 1995 -- $ -- $ -- $ --
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, December 31, 1995 498,000,000 4,980 52,470 (10,094)
ADD:
Sale of 400,000,000
shares of common stock
for mining claims at a
value of $66,076 400,000,000 4,000 62,076
Deferred registration costs
charged to paid-in-capital (36,838)
Net loss for 1996 (4,434)
----------- ------- --------- --------
Balance, December 31, 1996 898,000,000 8,980 77,708 (14,528)
Net loss for the six
months ended June 30,
1997 (Unaudited) (14,837)
----------- ------- -------- --------
BALANCE, June 30, 1997
(Unaudited) 898,000,000 $ 8,980 $ 77,708 $(29,365)
=========== ======= ======== ========
</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 June 30, 1997
<TABLE>
<CAPTION>
Cumulative
during
development
Three Six stage from
Months Months Inception inception
Ended Ended (3-22-95) (03-22-95)
06-31-97 06-30-97 through through
(Unaudited) (Unaudited) 12-31-96 06-30-97
<S> <C> <C> <C> <C>
CASH FLOWS PROVIDED (USED)
IN OPERATIONS
Net loss for the period $ (7,495) $ (14,837) $ (14,528) $ (29,365)
Noncash expense included:
Amortization of
organization costs -- 137 137
(Increase) decrease
in accounts receivable -- -- --
Increase in accounts payable 7,500 11,800 11,000 22,800
-------- -------- --------- ---------
158 (3,037) (3,391) (6,428)
-------- -------- --------- ---------
CASH FLOWS PROVIDED (USED) IN
INVESTING ACTIVITIES -- -- -- --
-------- -------- --------- ---------
CASH FLOWS PROVIDED (USED) IN
FINANCING ACTIVITIES
Proceeds from sale of stock -- -- 44,450 44,450
Payment of deferred registration
and organization costs -- -- (37,523) (37,523)
-------- -------- --------- ---------
-- -- 6,927 6,927
-------- -------- --------- ---------
NET INCREASE (DECREASE)
IN CASH 158 (3,195) 3,536 499
CASH BEGINNING OF PERIOD 341 3,536 -- --
-------- -------- --------- ---------
CASH END OF PERIOD $ 499 $ 499 $ 3,536 $ 499
======== ======== ========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ -0- $ -0- $ -0- $ -0-
Income taxes $ -0- $ -0- $ -0- $ -0-
</TABLE>
SUPPLEMENTAL SCHEDULE OF NONCASH ACTIVITIES
Mining claims were transferred to the Company during 1995, 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). Mining claims were transferred to the Company during 1996 in
exchange for 400,000,000 shares of common stock and is reflected in the
balance sheet at the transferor cost of $66,076.
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 exchanged 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: Organization costs will
be amortized over sixty (60) months beginning January 1, 1996.
Mining claims transferred to the Company were recorded at the transferor
cost basis.
Mining claims are 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 elected to adopt Financial Accounting Standards
No. 121 effective January 1, 1996. The adoption did 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.
Public stock offering: On November 16, 1996, the Company issued four
hundred million (400,000,000) units in exchange for one hundred twenty
eight (128) 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. EMPLOYEES
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.
One hundred twenty-eight mining claims were transferred to the Company
on November 16, 1996 by "Quitclaim Deed" in exchange for 400,000,000
shares of common stock. The mining claims are reflected in the balance
sheet at the transferor cost of $66,076.
The Four (4) Red Raven II claims purchased from Maxam Gold Corporation
has a Royalty Fee clause attached to them. The royalty fee is Five (5)
percent of the net income from operations on the claims or $50,000.00
annually (which ever is greater) starting July 1, 1997.
F-7
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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 has
been used for organizational matters.
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.
One hundred twenty-eight mining claims were transferred to the Company
on November 16, 1996 by "Quitclaim Deed" in exchange for 400,000,000 shares
of common stock. The mining claims are reflected in the balance sheet at
the transferor cost of $66,076.
The Company must obtain additional capital in order to fully develop its
claims. 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. The Company has no
operating history.
<PAGE> 11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Response: See notes to consolidated financial statements.
ITEM 2. CHANGES IN SECURITIES
Response: None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Response: None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Response: None
<PAGE> 12
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 August, 1997.
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> 13
EXHIBIT INDEX
Exhibit
No. Description
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Statement of Financial Condition at June 30, 1997 (Unaudited) and the
Statement of Income for the six months ended June 30, 1997 (Unaudited)
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1997
<CASH> 499
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 499
<PP&E> 79,624
<DEPRECIATION> 0
<TOTAL-ASSETS> 80,123
<CURRENT-LIABILITIES> 22,800
<BONDS> 0
0
0
<COMMON> 8,980
<OTHER-SE> 48,343
<TOTAL-LIABILITY-AND-EQUITY> 80,123
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,342
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (7,342)
<INCOME-TAX> 0
<INCOME-CONTINUING> (7,342)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,342)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
