<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended February 28, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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:
Indicate by 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 [ ] No [X] (2) Yes [X] No [ ]
Indicate the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date: At April 9, 1997 there were
19,600,000 shares of the Registrant's Common Stock outstanding.
<PAGE> 2
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles nave been condensed or omitted.
However, in the opinion of management, all adjustments (which include only
normal recurring accruals) necessary to present fairly the financial position
and results of operations for the periods presented have been made. These
financial statements should be read in conjunction with the accompanying
notes, and with the historical financial information of the Company.
<PAGE> 3
YELLOW GOLD OF CRIPPLE CREEK, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
<TABLE>
<CAPTION>
February 28,
1997 May 31,
(Unaudited) 1996
<S> <C> <C>
Total Assets $ - $ -
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 16,500 $ -
Stockholders' Equity
Common stock $.0025 par value, 20,000,000
shares authorized, 19,600,000 and 19,700,000
shares, issued and outstanding, respectively 49,000 49,250
Capital in excess of par 457,154 460,904
Retained (deficit) accumulated during
the development stage (522,654) (506,154)
Less: treasury stock - (4,000)
Total Stockholders' Equity $ (16,500) $ -
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ - $ -
</TABLE>
<PAGE> 4
YELLOW GOLD OF CRIPPLE CREEK, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
For the Period
During the
Development
Stage from
For the Three Months For the Nine Months August 1953
Ended February 28, Ended February 28, Through February 28,
1997 1996 1997 1996 1997
<S> <C> <C> <C> <C> <C>
Revenues:
Sale of minerals
and tailings $ - $ - $ - $ - $ 92,556
Expenses:
Mine development
costs - - - - 134,730
Salaries and
related expenses - - - - 559,009
Professional services - - - - 126,134
Other general and
administrative 16,500 - 16,500 - 196,565
Depreciation - - - - 158,699
Net Income from
Operations $ (16,500) $ - $ (16,500) $ - $ (1,082,581)
Other income (expenses)
Interest income - - - - 59,438
Interest expense - - - - (299,859)
Gain (loss) on sale
of assets - - - - 237,573
Gain on relief of
indebtedness 732,885
Loss on abandonment of
subsidiaries (181,900)
Other - - - - 11,790
Net (loss) before
income taxes (16,500) - (16,500) - (522,654)
Taxes - - - - -
Net income
(loss) $ (16,500) $ - $ (16,500) $ - $ (522,654)
Net income (loss)
per share - - - - $ (.03)
Average weighted
shares
outstanding 19,600,000 19,600,000 19,600,000 19,600,000 15,884,108
</TABLE>
<PAGE> 5
YELLOW GOLD OF CRIPPLE CREEK, INC.
(A Development Stage Company)
Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
For the Period
During the
Development
Stage from
August 1953
For the Nine Months Through
Ended February 28, February 28,
1997 1996 1997
<S> <C> <C> <C>
Cash Flow from Operating
Activities:
Net (loss) income $ (16,500) $ - $ (522,654)
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 16,500 - 36,069
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 $ - $ - $ -
</TABLE>
<PAGE> 6
YELLOW GOLD OF CRIPPLE CREEK, INC.
February 28, 1997
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
GENERAL
Yellow Gold of Cripple Creek, Inc. (the "Company") has elected to omit
substantially all footnotes to the Financial Statements for the three and nine
months ended February 28, 1997 since there have been no material changes to
the information previously reported by the Company in their Annual Report
filed on Form 10-K for the fiscal year ended May 31, 1996.
UNAUDITED INFORMATION
The information furnished herein was taken from the books and records of the
Company without audit. However, such information reflects all adjustments
which are, in the opinion of management, necessary to properly reflect the
results of the interim period presented. The information presented is not
necessarily indicative of the results from operations expected for the full
fiscal year.
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 February 28, 1997, the Company had no assets and liabilities of
$16,500. For the period during the development stage of the Company, from
August 1953 through February 28, 1997, the Company had an accumulated loss of
$522,654. 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 will 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
<PAGE> 8
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 had no operations during the quarter ended February 28, 1997,
and has not had any significant operations since discontinuing operations in
1993.
PART II OTHER INFORMATION
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 SECURITY HOLDERS
On December 6, 1996, the Company held a special meeting of shareholders
called by stockholders holding not less than 10% of the votes entitled to be
cast by shareholders of the Company. Prior to the special meeting, each of
the officers and directors of the Company had resigned. The purpose of the
meeting was to elect a new board of directors and to amend Article VI of the
Articles of Incorporation of the Company to read as follows: "The corporation
shall be governed by a Board of Directors and shall have not less than one (1)
nor more than seven (7) directors as determined, from time to time, by the
Board of Directors."
At the special meeting Howard M. Oveson was elected as the sole director
of the Company. At the time of the meeting, the Company had 19,600,000 shares
of its common stock outstanding and entitled to vote at the meeting. Of such
shares, 10,500,000 voted for the election of Mr. Oveson and for the amendment
to the Articles of Incorporation; no shares voted against or withheld votes as
to such items; and no shares abstained.
No proxies were solicited for the meeting and no proxy soliciting
materials were used.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(b) Reports on Form 8-K: None
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Yellow Gold of Cripple Creek
Date: April 9, 1997 By /s/ Howard M. Oveson
Howard M. Oveson, President and
Principal Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAY-31-1997
<PERIOD-END> FEB-28-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 16,500
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 49,000
<TOTAL-LIABILITY-AND-EQUITY> (16,500)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 16,500
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (16,500)
<INCOME-TAX> 0
<INCOME-CONTINUING> (16,500)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (16,500)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
