<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACTO OF 1934
For the quarter ended February 28, 1995
[ ] 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 January 6, 1997 there were
19,700,000 shares of the Registrant's Common Stock outstanding.
<PAGE> 2
NOTE: YELLOW GOLD OF CRIPPLE CREEK, INC. (THE "COMPANY") HAS BEEN
DELINQUENT IN THE FILING OF ITS PERIODIC REPORTS SINCE APRIL 1995. THIS REPORT
IS ONE OF SEVERAL REPORTS BEING FILED ESSENTIALLY SIMULTANEOUSLY IN ORDER TO
BRING THE COMPANY CURRENT IN ITS REPORTING OBLIGATIONS. THE REPORTS PROVIDE
INFORMATION FOR THE PERIOD DESCRIBED IN THE COVER PAGE HEREOF TO WHICH IT
RELATES. SUCH INFORMATION SHOULD BE CONSIDERED IN LIGHT OF ALL OTHER REPORTS
FILED BY THE COMPANY, PARTICULARLY REPORTS BEING FILED FOR SUBSEQUENT PERIODS.
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,
1995 May 31,
(Unaudited) 1994
<S>
Current Assets <C> <C>
Cash $ 42 $ 42
Other Assets
Mineral properties 64,387 64,387
Investment in subsidiaries 181,900 181,900
246,287 246,287
TOTAL ASSETS $ 246,329 $ 246,329
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 8,215 $ 8,215
Accrued expenses 81,403 20,569
Notes payable 676,377 676,377
765,995 705,161
STOCKHOLDERS' EQUITY
Common stock $.0025 par value,
20,000,000 shares authorized,
19,700,000 shares issued and
outstanding respectively 49,250 49,250
Capital in excess of par 460,904 460,904
Retained (deficit) accumulated during
the development stage (1,025,820) (964,986)
Less: treasury stock (4,000) (4,000)
Total Stockholders' Equity (519,666) (458,832)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 246,329 $ 246,329
</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
1995 1994 1995 1994 28, 1995
<S> <C> <C> <C> <C> <C>
Revenues:
Sale of minerals
and tailings $ - $ - $ - $ - $ 92,556
Expenses:
Mine development
costs - - - - 134,730
Salaries and related
expenses - 2,372 - 7,116 559,009
Professional services - - - 370 126,134
Other general and
administrative - 183 - 586 180,023
Depreciation - - - - 158,699
Net Income from
Operations - (2,555) - (8,072) (1,066,039)
Other income
(expenses)
Interest income - - - - 59,438
Interest expense (20,278) (18,952) (60,834) (56,856) (282,969)
Gain (loss) on sale
of assets - - - 251,960
Other - - - 11,790
Net (loss) before
income taxes (20,278) (21,507) (60,834) (64,928) (1,025,820)
Taxes - - - - -
Net income (loss) $ (20,278)$(21,507) $ (60,834) $(64,928) $ (1,025,820)
Net income (loss)
per share - - - - $ (.06)
Average weighted
shares outstanding 19,600,000 19,600,000 19,600,000 19,600,000 15,796,675
</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,
1995 1994 1995
Cash Flow from Operating
Activities:
<S> <C> <C> <C>
Net (loss) income $ (60,834) $ (64,928) $ (1,025,820)
Adjustments to reconcile net
income to net cash provided
by operating activities
Depreciation - - 158,699
Gain/loss on sale of
assets/subsidiaries - - -
Increase (decrease) in
accounts payable
and accrued expenses 60,834 64,928 88,618
Net cash used by
operating activities - - (778,503)
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 42 - 42
Net Cash at the End of the
Year $ 42 $ - $ 42
</TABLE>
<PAGE> 6
YELLOW GOLD OF CRIPPLE CREEK, INC.
February 28, 1995
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, 1995 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, 1994.
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, 1995, the Company had assets consisting of mineral
properties and investments in subsidiaries in the aggregate amount of
$246,287, and liabilities of $765,995 owed primarily to Charles A. Dager, a
former officer, director and controlling shareholder of the Company. For the
<PAGE> 8
nine months ended February 28, 1995, the Company recognized a loss of
$60,834. For the period during the development stage of the Company, from
August 1953 through February 28, 1995, the Company had an accumulated loss of
$1,025,820. 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
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, 1995,
and has not had any significant 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.
PART II OTHER INFORMATION
ITEM 1. 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 2. CHANGES IN SECURITIES
<PAGE> 9
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) 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 *
*Incorporated by reference from the Company's registration statement
on Form 10 filed with the Securities and Exchange Commission, file no. 0-9015.
(b) Reports on Form 8-K: No reports on Form 8-K were filed during the
quarter covered by this report.
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, Inc.
Date: January 13, 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-31-1995
<PERIOD-END> MAY-31-1995
<CASH> 42
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 42
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 246,329
<CURRENT-LIABILITIES> 765,995
<BONDS> 0
0
0
<COMMON> 49,250
<OTHER-SE> (568,916)
<TOTAL-LIABILITY-AND-EQUITY> (519,666)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 20,278
<INCOME-PRETAX> (20,278)
<INCOME-TAX> 0
<INCOME-CONTINUING> (20,278)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (20,278)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
