Page 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, 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
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 [X] No [ ]
(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 21, 1998 there
were 3,005,500 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
February 28,
1998 May 31,
(Unaudited) 1997
Current Assets
Cash $ 5,000 $ -
Total Assets $ 5,000 $ -
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 6,600 $ 6,679
Stockholders' Equity
Common stock $.001 par value,
50,000,000 shares authorized,
2,505,500 and 490,000 shares,
issued and outstanding,
respectively 2,505 490
Capital in excess of par 523,804 505,664
Retained (deficit) accumulated
during the development stage (527,909) (512,833)
Stockholders' Equity $ (1,600) $ (6,679)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 5,000 $ -
YELLOW GOLD OF CRIPPLE CREEK, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
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,
1998 1997 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 600 - 13,948 - 146,761
Other general
and
administrative 1,128 16,500 1,128 16,500 181,193
Depreciation - - - - 158,699
Net Income
from
Operations $(1,728) $(16,500) $ (15,076) $(16,500) $(1,087,836)
Other income (expenses)
Interest income - - - - 59,438
Interest expense - - - - (299,859)
Gain (loss) on
sale of assets - - - - 237,573
Gain on relief
of indebtedness 732,885
Loss on abandonment of
subsidiaries (181,900)
Other - - - - 11,790
Net (loss) before income
taxes (1,728) (16,500) (15,076) (16,500) (527,909)
Taxes - - - - -
Net income (loss)$(1,728) $(16,500) $(15,076) $(16,500) $(527,909)
Net income (loss)
per share - $(.03) $(.02) $(.03) $(1.27)
Average weighted shares
outstanding 1,161,833 490,000 713,944 490,000 416,305
YELLOW GOLD OF CRIPPLE CREEK, INC.
(A Development Stage Company)
Statements of Cash Flows (Unaudited)
For the Period
During the
Development
Stage from
August 1953
For the Nine Months Through
Ended February 28, February 28,
1998 1997 1998
Cash Flow from Operating Activities:
Net (loss) income $(15,076) $(16,500) $(527,909)
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
payableand accrued expenses 20,076 16,500 46,324
Net cash used by operating
activities 5,000 (773,545)
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) 5,000 - 5,000
Cash at Beginning of the Period - - -
Net Cash at the End of the Period $ 5,000 $ - $ 5,000
YELLOW GOLD OF CRIPPLE CREEK, INC.
February 28, 1998
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, 1998 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, 1997.
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.
STOCK ISSUANCE
During the most recent quarter, 2,015,500 shares of stock were issued for
relief of indebtedness of $20,155.
STOCK OPTION PLAN
During the quarter, the board of directors of the Company adopted a
Non-Qualified Stock Option Plan. The shares (maximum of 500,000) would be
registered under Form S-8 registration and would be offered to professionals
to provide compensation to officers, directors, and other individuals
providing professional services to the corporation.
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, 1998, the Company had cash of $5,000 and liabilities
of $6,600. For the period during the development stage of the Company, from
August 1953 through February 28,1998, the Company had an accumulated loss of
$527,909. 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, 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
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(b) On February 1, 1998, the Company filed an 8-K report that Howard
Oveson, a director and officer of the Company and primary shareholder of
the Company, entered into an agreement whereby he optioned 277,562 shares
to Zamora Corporation. Such an exercise of an option would effective give 1st
Zamora Corporation control of the corporation. The previous option
previously entered into by Mr. Oveson with Broad Seal Ltd. was not exercised
and expired on December 31, 1997.
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 21, 1998 By /s/ Howard M. Oveson
Howard M. Oveson, President and
Principal Financial Officer
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2,505
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