Page UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended May 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________ to __________
Commission File Number: 0-9015
YELLOW GOLD OF CRIPPLE CREEK, INC.
(Exact name of Registrant as specified in charter)
Colorado 84-0768695
State or other jurisdiction of I.R.S. Employer I.D. No.
incorporation or organization
57 West 200 South, Suite 310, Salt Lake City, Utah 84101
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (801) 359-9309
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None N/A
Securities registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, None
Par Value $.0025
Check whether the Issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the
registrant was
required to file such reports), and (2) has been subject to such fling
requirements for the past 90
days. (1) Yes [X ] No [ ] (2) Yes [X] No [ ]
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained
in this form, and no disclosure will be contained, to the best of registrant's
knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-
KSB or any amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year: $-0-
State the aggregate market value of the voting stock held by non-affiliates of
the Registrant
computed by reference to the price at which the stock was sold, or the average
bid and asked
prices of such stock, as of a specified date within the past 60 days: The
aggregate market value
of the stock held by non-affiliates of the Registrant (7,497,500 shares)
computed by using the
closing sale price on September 2, 1997 was $74,975.
State the number of shares outstanding of each of the Issuer's classes of
common equity as of the
latest practicable date: At September 3, 1997 there were 19,600,000 shares of
the Registrant's
Common Stock outstanding.
Documents Incorporated by Reference: None
PART I
ITEM 1. DESCRIPTION OF BUSINESS
History and Organization
The Company was incorporated under the laws of the State of Colorado on
August 24,
1936, as Dooley Leasing Company to engage in the mining industry. The Company
changed its
name to Yellow Gold of Cripple Creek, Inc. on April 17, 1978. The Company
discontinued its
mining operations in 1993 and is considered a development stage company.
In January 1994 all of the officers and directors of the Company
resigned. In December
1996 a new director was elected by the shareholders and new officers were
appointed.
On March 2, 1994, the Company's charter was suspended by the State of
Colorado for
failure to maintain a registered agent. The Company was reinstated in
December 1996.
On October 21, 1996, Howard M. Oveson, the president and sole director of
the
Company since December 6, 1996, purchased 11,102,500 shares of common stock
from Charles
A. Dager for $30,000. Said shares represent approximately 56.36% of the
outstanding common
stock of the Company. As a result of such purchase, Mr. Dager also agreed to
forgive any debt
owed by the Company to him and to file a satisfaction of the judgement
obtained by him against
the Company. (See "ITEM 3. LEGAL PROCEEDINGS.")
During the fiscal year ended May 31, 1997, the Company conducted no
business
operations. The Company is currently seeking potential business acquisitions
or opportunities to
enter into in an effort to commence business operations. The Company does not
propose to
restrict its search for a business opportunity to any particular industry or
geographical area and
may, therefore, engage in essentially any business in any industry. The
Company has unrestricted
discretion in seeking and participating in a business opportunity, subject to
the availability of such
opportunities, economic conditions, and other factors.
The selection of a business opportunity in which to participate is
complex and risky.
Additionally, as the Company has only limited resources, it may be difficult
to find good
opportunities. There can be no assurance that the Company will be able to
identify and acquire
any business opportunity based on management's business judgement.
The activities of the Company are subject to several significant risks
which arise primarily
as a result of the fact that the Company has no specific business and may
acquire or participate in
a business opportunity based on the decision of management which potentially
could act without
the consent, vote, or approval of the Company's shareholders. The risks faced
by the Company
are further increased as a result of its lack of resources and its inability
to provide a prospective
business opportunity with significant capital.
ITEM 2. DESCRIPTION OF PROPERTY
Since December 1996, the Company's administrative offices have been
located at 57 West
200 South, Suite 310, Salt Lake City, Utah 84101, which are the offices of
Howard M. Oveson,
the president and sole director of the Company. Mr. Oveson has allowed the
Company to use this
office space without charge.
ITEM 3. LEGAL PROCEEDINGS
On March 11, 1994, Mr. Charles A. Dager, a former officer and director of
the Company,
and at the time a controlling shareholder of the Company, obtained a judgement
against the
Company in the District Court, Teller County, State of Colorado (Case No.
94CV-000013
Division 5), in the principal amount of $675,143.19. On May 15, 1995, at a
sheriff's sale
conducted in Teller County, State of Colorado, Mr. Dager purchased all of the
remaining mining
assets of the Company for $50,000. On October 23, 1996, the balance of the
amount of the
judgement was forgiven by Mr. Dager and a Satisfaction of Judgement was filed
by him in such
case.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to a vote of shareholders of the Company during
the fourth
quarter of the fiscal year ended May 31, 1997.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company's common stock is quoted on the National Association of
Securities
Dealers' OTC Bulletin Board under the symbol "YGCC." There is presently no
established public
trading market for the common stock of the Company . At September 3, 1997,
the bid price for
the Company's common stock was $.01.
The table below sets forth for the periods indicated the high and low bid
quotations as
reported by the market maker. These quotations reflect inter-dealer prices,
without retail mark-
up, mark-down, or commission and may not necessarily represent actual
transactions. The first
bid quotation was reported by the market maker in November 1996.
Quarter High Low
Fiscal year ended May 31, 1997 First - -
Second $.001 $.001
Third $.01 $.001
Fourth $.01 $.01
Fiscal year ended May 31, 1998 First $.01 $.01
Since its inception the Company has not paid any dividends on its common
stock and the
Company does not anticipate that it will pay dividends in the foreseeable
future.
At September 3, 1997, the Company had approximately 1,063 shareholders of
record as
reported by the Company's transfer agent. The transfer agent for the Company
is OTC Stock
Transfer, Inc., 231 East 2100 South, Salt Lake City, Utah 84115, with a
mailing address of P.O.
Box 65665, Salt Lake City, Utah 84165; telephone number (801) 485-5555.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview
Since discontinuing operations in 1993, the Company has had no
operations. The
Company was organized for the purpose of engaging in mining activities;
however, the Company
does not have any cash or other material assets, nor does it have an
established source of revenues
sufficient to cover operating costs and to allow it to continue as a going
concern. The Company
intends to take advantage of any reasonable business proposal presented which
management
believes will provide the Company and its stockholders with a viable business
opportunity. The
board of directors will make the final approval in determining whether to
complete any
acquisition, and, unless required by applicable law, the articles of
incorporation, or the bylaws, or
by contract, stockholders' approval will not be sought.
The investigation of specific business opportunities and the negotiation,
drafting, and
execution of relevant agreements, disclosure documents, and other instruments
will require
substantial management time and attention and will require the Company to
incur costs for
payment of accountants, attorneys, and others. If a decision is made not to
participate in or
complete the acquisition of a specific business opportunity, the costs
incurred in a related
investigation will not be recoverable. Further, even if an agreement is
reached for the
participation in a specific business opportunity by way of investment or
otherwise, the failure to
consummate the particular transaction may result in a the loss to the Company
of all related costs
incurred.
Currently, management is not able to determine the time or resources that
will be
necessary to locate and acquire or merge with a business prospect. There is
no assurance that the
Company will be able to acquire an interest in any such prospects, products,
or opportunities that
may exist or that any activity of the Company, regardless of the completion of
any transaction,
will be profitable. If and when the Company locates a business opportunity,
management of the
Company will give consideration to the dollar amount of that entity's
profitable operations and the
adequacy of its working capital in determining the terms and conditions under
which the Company
would consummate such an acquisition. Potential business opportunities, no
matter which form
they may take, will most likely result in substantial dilution for the
Company's shareholders due to
the possible reverse split of the outstanding shares of common stock, or the
increase in the
number of authorized shares of common stock, and the issuance of stock to
acquire such an
opportunity.
Liquidity and Capital Resources
As of May 31, 1997, the Company had no assets and no liabilities, and had
no revenues or
losses therefrom. For the period during the development stage of the Company,
from August
1953 through May 31, 1997, the Company had an accumulated loss of $512,833.
Since
discontinuing operations in 1993, the Company has not generated revenue and it
is unlikely that
any revenue will be generated until the Company locates a business opportunity
with which to
acquire or merge. Management of the Company will be investigating various
business
opportunities. These efforts may cost the Company not only out-of-pocket
expenses for its
management, but also expenses associated with legal and accounting costs. To
date such
expenses have been advanced by the president of the Company, but there is no
arrangement or
assurance that the president will continue to advance such costs on behalf of
the Company. There
can also be no guarantees that the Company will receive any benefits from the
efforts of
management to locate such business opportunities.
The Company has had no employees since discontinuing its operations and
does not intend
to employ anyone in the future, unless its present business operations were to
change. The
president of the Company is providing the Company with a location for its
offices on a "rent free"
basis. The Company is not paying salaries or other forms of compensation to
any officers or the
sole director of the Company for their time and effort. Unless otherwise
agreed to by the
Company, the Company does intend to reimburse its officers and director for
out-of-pocket
expenses.
Results of Operations
The Company has not had any operations during the fiscal year ended May
31, 1997, and
has not had any operations since discontinuing operations in 1993. Since that
time, the
Company's only operations have involved the negotiation of settlement of the
Company's
outstanding liabilities, primarily to its former president and director, Mr.
Charles A. Dager.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company are set forth immediately
following the signature
page of this annual report.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
In December 1996, the Company engaged Orton & Company, Certified Public
Accountants as independent auditors of the Company. Because of the change of
control of the
Company and the location of new management to the State of Utah, the board of
directors
decided not to retain H. Hassel Taylor, C.P.A., the prior independent auditor,
to audit the
financial statements of the Company for the fiscal year covered by this
report. The decision not to
re-engage Mr. Taylor did not involve a dispute with the Company over
accounting policies or
practices. The report of Mr. Taylor on the Company's financial statements
for the years ended
May 31, 1994 and 1993 contained an explanatory paragraph as the Company's
ability to "continue
development stage operations." Except for such "going concern" limitation,
the report of Mr.
Taylor did not contain an adverse opinion or disclaimer of opinion, nor was it
modified as to
uncertainty, audit scope, or accounting principals. In connection with the
audits of the Company's
financial statements for each of the three years ended May 31, 1994, there
were no disagreements
with Mr. Taylor on any matters of accounting principles and practices,
financial statement
disclosure, or auditing scope and procedures which, if not resolved to the
satisfaction of Mr.
Taylor would have caused such firm to make reference to the matter in his
report.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
General
The following table sets forth as of September 3, 1997, the name, age,
and position of the
sole executive officer and director of the Company and the term of office of
such director:
Name Age Position(s) Director/Officer Since
Howard M. Oveson 63 Director, President December 1996
and Treasurer
Set forth below is certain biographical information regarding the
Company's current
executive officer and director:
HOWARD M. OVESON has been self-employed since 1980 as a business
consultant to private and public companies. Mr. Oveson has also been a
director and the
secretary/treasurer of Apex Minerals Corporation, a Delaware corporation,
since July 1995. This
corporation is a reporting company with the Securities and Exchange Commission.
Compliance with Section 16(a) of the Exchange Act
The Company's common stock is registered pursuant to Section 12(g) of
the Securities
Act of 1934, as amended (the "Exchange Act"), and in connection therewith,
directors, officers,
and beneficial owners of more than 10% of the Company's outstanding common
stock are
required to file on a timely basis certain reports under Section 16 of the
Exchange Act as to their
beneficial ownership of the Company's common stock. Mr. Oveson has
represented to the
Company that no such required reports were filed late or were not filed as
required by Section 16
of the Exchange Act for such fiscal year. The Company believes that Mr.
Charles A. Dager, a
person known to the Company to beneficially own in excess of 10% of the
outstanding common
stock of the Company during the year ended May 31, 1997, failed to file a Form
4 Statement of
Changes of Beneficial ownership of Securities and a Form 5 Annual Statement of
Beneficial
Ownership of Securities in connection with the sale of 11,102,500 shares to
Mr. Oveson on
October 21, 1996. See "Item 1. DESCRIPTION OF BUSINESS."
ITEM 10. EXECUTIVE COMPENSATION
According to information supplied by the former president of the Company,
there was no
compensation awarded to, earned by, or paid to any of the executive officers
of the Company or
any of its subsidiaries during the year ended May 31, 1997, or the two prior
fiscal years.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information furnished by current
management
concerning the ownership of common stock of the Company as of September 3,
1997, of (i) each
person who is known to the Company to be the beneficial owner of more than 5
percent of the
Common Stock; (ii) all directors and executive officers; and (iii) directors
and executive officers
of the Company as a group:
Amount and Nature
Name and Address of Beneficial
of Beneficial Owner Ownership(1) Percent of Class
____________________
1Unless otherwise
indicated, this column reflects amounts as to
which the beneficial owner
has sole voting power and sole
investment power.
Howard M. Oveson 11,102,500(2) 56.36%
____________________
2Of theses shares,
10,500,000 are held directly of record by Milagro
Holdings, Inc., a
Delaware corporation controlled by Mr.
Oveson, and 602,500 are held directly of
record by
Charles A. Dager.
57 West 200 South
Suite 310
Salt Lake City, Utah 84101
Charles A. Dager 1,000,000(3) 5.076%
____________________
3These shares are held
directly of record by Cameron A. Dager, the son
of Charles A.
Dager.
106 South Third Street
P.O. Box 85
Victor, CO 80860
Executive Officers and
Directors as a Group
(1 Person) 11,102,500 56.36%
On July 8, 1997, Howard M. Oveson, the sole director and an officer, and
principal
shareholder, of the Company entered into an agreement with Broad Seal Ltd.
("Broad Seal") to
sell 11,102,500 shares (56.36% of the total outstanding shares) of common
stock of the Company
owned by Milagro Holdings, Inc. (Milagro), a corporation owned and controlled
by Mr. Oveson.
The option applies to the purchase of not less than all of the shares by Broad
Seal and is
exercisable on or before December 31, 1997. During the term of the option
Milagro has agreed
not to sell, transfer, assign, convey, or encumber the shares or any interest
therein. However,
Milagro shall remain at all times during the term of the option the legal
owner of the shares having
all rights of ownership with respect to the shares, including voting rights,
dividend and liquidation
rights, and any and all other rights inherent in the ownership of the shares,
subject only to the
terms of the option. The option rights of Broad Seal may be exercised only by
it or its successors
and are not transferable. The exercise of the option would result in a change
of control of the
Company by virtue of such party obtaining a majority of the outstanding stock
of the Company.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Management and Others
Since December 1996, Mr. Howard M. Oveson, an officer, director, and
controlling
shareholder of the Company, has advanced funds to the Company for the purpose
of making
payments for the benefit of the Company to the Company's accountants and legal
counsel so that
the Company may complete appropriate periodic reports for filing with the
Securities and
Exchange Commission, and for the payment of the expenses involved in
reinstating the Company's
charter in the State of Colorado.
During the year ended May 31, 1997, the Company was indebted to Mr.
Charles A.
Dager, an officer and a director of the Company through January 1994, and a
person owning in
excess of 10% of the outstanding common stock of the Company through October
1996. Mr.
Dager held a judgement against the Company in the principal amount of
$675,143.19, of which
$50,000 had been satisfied through the foreclosure sale of all of the assets
of the Company to Mr.
Dager in May 1995. The remaining balance of the debt was forgiven in full in
October 1996 and a
satisfaction of judgment was filed by Mr. Dager in October 1996 in connection
with the sale of
shares of common stock of the Company owned by him to Milagro Holdings, Inc.,
a Delaware
corporation controlled by Mr. Howard M. Oveson, a current officer, director,
and 10%
shareholder of the Company.
Mr. Howard M. Oveson, an officer, director, and controlling shareholder
of the Company,
is also an officer and director of other public companies. The publicly held
companies are also
seeking business opportunities, and it is possible that conflicts between such
entities and the
Company for such business opportunities may arise. There is no agreement
between such entities
concerning such conflict.
To the best of management's knowledge and except as otherwise set forth
herein, during
the fiscal year ended May 31, 1997, there were no material transactions, or
series of similar
transactions, since the beginning of the Company's prior fiscal year, or any
currently proposed
transactions, or series of similar transactions, to which the Company was or
is to be party, in
which the amount involved exceeds $60,000, and in which any director or
executive officer, or
any security older who is known by the Company to own of record or
beneficially more than 5%
of the Company's common stock, or any member of the immediate family of any of
the foregoing
persons, has an interest.
Certain Business Relationships
According to information supplied by former management, during the fiscal
year ended
May 31, 1997, there were no material transactions between the Company and its
management or
principal shareholders.
Indebtedness of Management
Unless otherwise disclosed herein or in the financial statements, there
were no material
transactions, or series of similar transactions, since the beginning of the
Company's fiscal year
ended May 31, 1997, or any currently proposed transactions, or series of
similar transactions, to
which the Company was or is to be a party, in which the amount involved
exceeds $60,000 and in
which any director or executive officer, or any security holder who is known
to the Company to
own of record or beneficially more than 5% of any class of the Company's
common stock, or any
member of the immediate family of any of the foregoing persons, has an interest.
Transactions with Promoters
The Company was formed more than five years ago, and therefore,
transactions between
the Company and its promoters or founders are not deemed to be material.
ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K
(a)(1) Financial Statements. The following financial statements are
included in this
report:
Page
Report of Orton & Company, Certified Public Accountants. .12
Balance Sheet as of May 31, 1997 . . . . . . . . . . . . .13
Statements of Operations for the fiscal years ended May 31, 1997
and 1996, and for the period during development stage from
August 1953 through May 31, 1997. . . . . . . . . . .14
Statements of Stockholders' Equity from August 1953 through May 31, 199715
Statements of Cash Flows for the fiscal years ended May 31, 1997
and 1996, and for the period during development stage from
August 1953 through May 31, 1997. . . . . . . . . . .17
Notes to Financial Statements. . . . . . . . . . . . . . .18
(a)(2) Exhibits. The following exhibits are included as part of this
report:
Exhibit No. Description of Exhibit Page
3.1 Articles of Incorporation, as amended . . . . . . . . *
3.2 By-Laws of the Company currently in effect. . . . . . *
4.1 Form of certificate evidencing shares of Common Stock *
16.1 Letter on change in certifying accountant. . . .**
23.1 Consent of Orton & Company, independent auditor . . .20
*Incorporated by reference from the Company's registration statement
on Form 10
filed with the Securities and Exchange Commission, file no. 0-9015.
**Incorporated by reference from the Company's annual report on Form 10-KSB
for the year ended May 31, 1995, file no. 0-9015.
(b) Reports on Form 8-K: No reports on Form 8-K were filed during the
forth quarter of
the fiscal year ended May 31, 1997. A report on Form 8-K dated July 8, 1997,
was filed to report
under paragraph (b) of Item 1 concerning arrangements which may result in a
change of control.
See "ITEM 11, SECURITY OWNERSHIP OF CERTAIN BENEFIT OWNERS AND
MANAGEMENT," above.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Yellow Gold of Cripple Creek, Inc.
Date: September 3, 1997 By /s/ Howard M. Oveson
Howard M. Oveson, President
In accordance with the Exchange Act, this report has been signed below by
the following
person on behalf of the registrant and in the capacitates and on the
dates indicated.
Date: September 3, 1997 /s/ Howard M. Oveson
Howard M. Oveson, Sole Director and
Principal Financial and Accounting Officer
Independent Auditors' Report
To the Board of Directors and Stockholders of Yellow Gold of
Cripple Creek, Inc.:
We have audited the accompanying balance sheet of Yellow Gold of Cripple
Creek, Inc., (a
development stage company) as of May 31, 1997 and the related statements
of operations,
stockholders' equity and cash flows for the years ended May 31, 1997, 1996
and
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 audits. The
financial statements for the periods August 1953 (inception) to May 31, 1994
were audited by
other auditors who expressed unqualified opinions on them. The accumulated
totals are the
responsibility of the auditors of the respective periods.
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.
In our opinion, the financial statements referred to above present fairly, in
all material respects,
the financial position of Yellow Gold of Cripple Creek, Inc. as of May 31,
1997 and the results
of its operations and cash flows for the years ended May 31, 1997, 1996 and
1995 in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will
continue as a going concern. As discussed in Note 2 to the financial
statements, the Company
has no operating capital and has no operations. These factors raise
substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are
also described in the Note 2. The financial statements do not include any
adjustments that
might result from the outcome of this uncertainty.
Orton & Company
Certified Public Accountants
Salt Lake City, Utah
August 30, 1997
YELLOW GOLD OF CRIPPLE CREEK, INC.
(A Development Stage Company)
Balance Sheet
ASSETS
May 31,
1997
Total Assets $ -
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 6,679
Stockholders' Equity
Common stock $.0025 par value, 20,000,000 shares
authorized, 19,600,000 shares issued and
outstanding 49,000
Capital in excess of par 457,154
Retained (deficit) accumulated since the development stage (512,833)
Total (6,679)
Total Liabilities and Stockholders' Equity $ -
YELLOW GOLD OF CRIPPLE CREEK, INC.
(A Development Stage Company)
Statements of Operations
For the
Period During
the Development
Stage from
August 1953
For the Year Ended Through
May 31,
May 31,
1997 1996
1997
Revenues:
Sale of minerals and tailings $- $ - $ 92,556
Expenses:
Mine development costs - - 134,730
Salaries and related expenses - - 559,009
Professional services 6,679 - 132,813
Other general and administrative - - 180,065
Depreciation - - 158,699
Net Income from Operations $(6,679) $ - $ (1,072,76)
Other income (expenses)
Interest income - - 59,438,
Interest expense - - (299,859)
Gain (loss) on sale of assets (Note 4) -
- -
237,573
Gain on relief of indebtedness (Note 4) -
- -
732,885
Loss on abandonment of subsidiaries (Note 3) -
- -
(181,900)
Other - - 11,790
Net (loss) income before taxes $(6,679) $ - $
(512,833 )
Taxes (Note 1) - - -
Net income (loss) $(6,679) $ - $ (512,833)
Net income (loss) per common share $- $
- -
$ (.03 )
Average weighted shares outstanding 19,600,000
19,600,000
16,077,271
YELLOW GOLD OF CRIPPLE CREEK, INC.
(A Development Stage Company)
Statements of Stockholders' Equity
Deficit
Accumulated
Additional
During the
Common Stock Paid-in
Development Treasury
Shares Amount Capital
Stage Stock
August 1953:
Issued for cash, $.0025/share 10,000,000 $ 25,000 $(17,500) $ -
$-
Issued for cash, $.04/share 500,000 1,250 18,750 -
- -
Net loss, inception to 5/31/78 - - -
(8,383
-
August 1978:
Issued for cash, $10 per share
net of issue costs of $68,596 5,000,000 12,500 418,904 -
- -
Sale of warrants, 500,000 shares - - 50 -
-
Net loss FYE 5/31/79 - - - (61,759)
- -
June 1979:
Purchase 100,000 shares of
treasury stock - - - -
(4,000 )
January 1980, issued for cash at
option price of $.04 per share 100,000 250 3,750 -
-
March 1980, issued for cash at
option price of $.04 per share 100,000 250 3,750 -
-
Net loss FYE 5/31/80 - - - (99,561)
- -
Net loss FYE 5/31/81, 82, 83 (217,641)
Capital contributed through the
Rittenhouse Project 23,200
Net loss FYE 5/31/84, 85, 86 (234,569)
Net income FYE 5/31/87 89,534
Continued
YELLOW GOLD OF CRIPPLE CREEK, INC.
(A Development Stage Company)
Statement of Stockholders' Equity
(Continued)
Deficit
Accumulated
Additional
During the
Common Stock Paid-in
Development Treasury
Shares Amount Capital
Stage Stock
Net loss FYE 5/31/88 - - - (70,767)
- -
July 1988, stock issued in
exchange for note due 4,000,000 10,000 10,000 -
- -
Net loss FYE 5/31/89 - - - (61,242)
- -
Net loss FYE 5/31/90 - - - (56,726)
- -
Net loss FYE 5/31/91 - - - (65,708)
- -
Net loss FYE 5/31/92 - - - (55,621)
- -
Net loss FYE 5/31/93 - - - (52,962)
- -
Net loss, FYE 5/31/94 - - - (69,581) -
Net income FYE 5/31/95 458,832
Net loss FYE 5/31/96 - - - -
- -
Cancellation of treasury stock (100,000) (250) (3,750)
- - 4,000
Net loss FYE 5/31/97 - - - (6,679)
- -
19,600,000 $ 49,000 $457,154 $(512,833 )
$ -
YELLOW GOLD OF CRIPPLE CREEK, INC.
(A Development Stage Company)
Statements of Cash Flows
For the
Period
During the
Development
Stage from
August
For the year ended 1953
Through
May 31,
May 31,
1997 1996 1997
Cash Flow from Operating Activities:
Net (loss) income $(6,679) $- $(512,833)
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 158,699
Gain/loss on sale of assets/subsidiaries - -
(450,659 )
Increase (decrease) in accounts
payable and accrued expenses 6,679 - 26,248
Net cash used by operating activities -
(778,545 )
Cash Flow from Investing Activities:
Proceeds from sale of equipment - - 44,838
Capital expenditures - - (196,037)
Acquisition of mineral properties - -
(71,887 )
Investment in subsidiaries - - (181,900)
Net Cash (Used) Provided by
Investing Activities - - (404,986)
Cash Flow from Financing Activities:
Net borrowing from stockholder/director
and others - - 677,377
Net proceeds, sales of common stock - - 510,154
Purchase of treasury stock (4,000 )
Net Cash (Used)/Provided by
Financing Activities - - 1,183,531
Net Cash Provided (Used) - - -
Cash at Beginning of the Year - - -
Net Cash at the End of the Year $ - $ -
$-
YELLOW GOLD OF CRIPPLE CREEK, INC.
(A Development Stage Company)
Notes to Financial Statements
May 31, 1997
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The Company was incorporated under the laws of the State of Colorado
on August 24, 1936 . The Company
was involved in various mining activities over the years, none of
which proved successful. During the year
1953, the Company discontinued all operations and has had no
significant revenues from any activity since that
time and is classified as a development stage company per SFAS #7.
b. Income Taxes
The Company adopted Statement of Financial Accounting Standards No.
109 "Accounting for Income Taxes" in
the fiscal year ended May 31, 1995 and has applied the provisions of
the statement on a retroactive basis to the
previous fiscal year which resulted in no significant adjustment.
Statement on Financial Accounting Standards No. 109 "Accounting for
Income Taxes" requires an asset and
liability approach for financial accounting and reporting for income
tax purposes. This statement recognizes (a)
the amount of taxes payable or refundable for the current year and
(b) deferred tax liabilities and assets for
future tax consequences of events that have been recognized in the
financial statements or tax returns.
Deferred income taxes result from temporary differences in the
recognition of accounting transactions for tax
and financial reporting purposes. There were no temporary
differences at May 31, 1997 and earlier years;
accordingly, no deferred tax liabilities have been recognized for
all years.
The Company has cumulative net operating loss carryforwards of
approximately $155,000 at May 31, 1997 and
$148,000 at May 31, 1996 and 1995. No effect has been shown in the
financial statements for the net
operating loss carryforwards as the likelihood of future tax benefit
from such net operating loss carryforwards is
not presently determinable. Accordingly, the potential tax benefits
of the net operating loss carryforwards,
estimated based upon current tax rates of $50,000 at May 31, 1997
and 1996 have been offset by valuation
reserves of the same amount. The net change in deferred tax asset
and offsetting valuation reserve amounted
to $0 for 1997 and 1996.
The Company has available $155,000 in federal income tax
carryforwards that will begin to expire in the year
2004.
c. Loss Per Share
The computation of loss per share of common stock is based on the
weighted average number of shares
outstanding during the period less shares held in treasury.
d. Cash and Cash Equivalent
For the purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments with
maturity of three months or less to be cash equivalents.
YELLOW GOLD OF CRIPPLE CREEK, INC.
(A Development Stage Company)
Notes to Financial Statements
May 31, 1997
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to
a going concern which contemplates the realization of assets and
liquidation of liabilities in the normal course
of business. However, the Company does not have significant cash or
other material assets, nor does it have
an established source of revenues sufficient to cover its operating
costs and to allow it to continue as a going
concern. It is the intent of the Company to seek a merger with an
existing, operating company.
NOTE 3 - SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for:
From August
1953
to May 31,
1997 1996
1997
Interest $ - $ -
$ 146,325
Taxes - -
-
ACCOUNTANTS' CONSENT
We hereby consent to the use of our audit report of Yellow Gold or Cripple
Creek, Inc. dated August 30, 1997
for the year ended May 31, 1997 in the Form 10-KSB Annual Report for Yellow
Gold of Cripple Creek, Inc.
September 3, 1997
Salt Lake City, Utah
