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 ACTO OF 1934
For the quarter ended August 31, 1998
[ ] 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
Address of principal executive offices, including Zip Code: 2409
South Memorial Drive, Bixby, OK 74008
Issuer's telephone number, including area code: (800) 850-0349
Former Address: 57 West 200 South, Suite 310, Salt Lake City, Utah
84101
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
October 12, 1998, there were 37,205,500 shares of the Registrant's
Common Stock outstanding.
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.
YELLOW GOLD OF CRIPPLE CREEK, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
August 31, May 31,
1998 1998
(unaudited) (audited)
Total Assets $ - $ -
STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 2,200 $18,546
Accounts payable - Related party 145 145
Stockholders' Equity
Common stock $.001 par value,
50,000,000 shares
authorized, 2,705,500 shares
issued and outstanding 2,705 2,705
Capital in excess of par 538,867 522,521
Retained (deficit) accumulated
since the development stage (543,917) (543,917)
Total (2,345) (18,691)
Total Liabilities and
Stockholders' Equity $ - $ -
<PAGE>
YELLOW GOLD OF CRIPPLE CREEK, INC.
(A Development Stage Company)
Statements of Operations
(unaudited)
For the
Period During
the Development
Stage from
August 1953
For the Three Months Ended Through
August 31, August 31,
1998 1997 1998
Revenues:
Sale of minerals
and tailings $ - $ - $ 92,556
Expenses:
Mine development costs - - 134,730
Salaries and related
expenses - - 559,009
Professional services - 1,009 163,897
Other general and
administrative - - 180,065
Depreciation - - 158,699
Net Income from
Operations $ - (1,009) (1,103,844)
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 $ - $ (1,009) (543,917)
Taxes (Note 1) - - -
Net income (loss) $ - $ - (1.26)
Net income (loss)
per common share - - -
Average weighted
shares outstanding 2,705,500 490,000 433,098
<PAGE>
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 Quarter ended 1953 Through
August 31, August 31,
1998 1997 1998
Cash Flow from Operating
Activities:
Net (loss) income $ - $ (1,009) $ (543,917)
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 - 1,009 38,260
Stock for services &
debt - - 19,072
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 $ - - -
<PAGE>
YELLOW GOLD OF CRIPPLE CREEK, INC.
(A Development Stage Company)
Notes to Financial Statements
August 31, 1998
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, 1998 and earlier years; accordingly,
no deferred tax liabilities have been recognized for all years.
The Company has cumulative net operating loss carryforwards
of approximately $186,000 at May 31, 1998 and $155,000 at
May 31, 1997. 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 $63,000 at May 31, 1998 and $50,000 1997 have been offset
by valuation reserves of the same amount. The net change in
deferred tax asset and offsetting valuation reserve amounted
to $13,000 for 1997 and $0 for 1997.
The Company has available $186,000 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.
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,
1998 1997 1998
Interest $ - $ - $ 146,325
Taxes - - -
Non cash Flow
Information:
Stock issued
for services $ 10,000 $ - $ 10,000
Stock issued
for services $ 9,072 $ - $ 9,072
NOTE 4 - RELATED PARTY TRANSACTION
During 1998, an officer advanced $9,217 for working capital
to pay for ongoing professional fees to keep the Company
current in its annual and quarterly filings. Of the $9,217,
$9,072 of the debt was assigned to another officer/director,
who exchanged the debt for 2,015,500 shares of stock.
During the first quarter Fiscal Year 1999, a stockholder
forgave a payable in the amount of $16,396.
NOTE 5 - REVERSE STOCK SPLIT
During the year, the shareholders of the Company approved a
reverse stock split of one or forty shares. The financial
statements have been adjusted to reflect the reverse stock
split.
NOTE 6 - NON-QUALIFIED STOCK OPTION PLAN
During the year, the company adopted a Non-Qualifying Stock
Option Plan to provide the Company with ongoing legal and
professional expertise in its regulatory filing requirements
and ongoing negotiations for viable business and merger
opportunities. The Company set aside 500,000 shares for
such a plan. The price of the options are to be determined
by the board of directors and are set to expire in five years.
During 1998, 200,000 shares were optioned and exercised at
$.05 per share for services rendered.
NOTE 7 - USE OF ESTIMATES IN FINANCIAL STATEMENTS
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect reported
amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial
statements and revenues and expenses during the reporting
period. In these financial statements, assets, liabilities
and earnings involve extensive reliance on management's
estimates. Actual results could differ from those estimates.
NOTE 8 - INTERIM FINANCIAL INFORMATION
Management has elected to omit all of the disclosures for the
interim financial statements ended August 31, 1998 but has
made all the necessary adjustments to present an accurate
financial statements for the three months presented.
ITEM 2. MANAGEMENT'S 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.
During the quarter ended August 31, 1998, the Company continued to seek a
viable business opportunity.
Liquidity and Capital Resources
As of August 31, 1998, 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 August 31, 1998,
the Company had an accumulated loss of $*. Since discontinuing operations
in 1993, the Company has not generated revenue. During the quarter
management of the Company continued to seek business opportunities. These
efforts 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 officers of the Company, but there is no
arrangement or assurance that the officers 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. During the year ended May 31, 1998, the
Company settled most of its outstanding debts for shares of common stock of
the Company.
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 directors of the Company for their time and effort.
Unless otherwise agreed to by the Company, the Company does intend to
reimburse its officers and directors for out-of-pocket expenses.
Results of Operations
The Company has not had any operations during the fiscal year ended
August 31, 1998, and has not had any operations since discontinuing
operations in 1993.
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(b) Reports on Form 8-K: A report on Form 8-K dated March 30, 1998,
was filed on July 9, 1998, which included information under Item 1 in regard
to a change of control of the Registrant and a proposed change of control.
No financial statements were filed with 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: October 13, 1998 /s/ William Rippetoe, Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> AUG-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 2,345
<BONDS> 0
0
0
<COMMON> 2,705
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
