FORM 10-KSB
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
[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, 1996 or
[ ] 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 0-10229
NORTHWEST GOLD, INC.
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(Exact name of registrant as specified in its charter)
Wyoming 81-0384984
- ---------------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
877 North 8th West, Riverton, WY 82501
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (307) 856-9278
--------------
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
-------------------------------
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. YES X NO ____
Indicate by check mark if disclosure of delinquent filers,
pursuant to Item 405 of Regulation S-K is not contained herein and
will not be contained, to the best of the 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. [ X ]
Registrant's revenues in fiscal year 1996 were $400.
<PAGE>
There is no established trading market for the Registrant's
voting stock and as a result the aggregate market value of shares
of that stock held by non-affiliates of the Registrant can not be
accurately estimated. The Registrant has securities of only one
class of stock (common) outstanding.
Class Outstanding at August 26, 1996
- ------------------------------ -------------------------------
Common Stock, $0.001 par value 9,000,000 shares
Documents incorporated by reference: None.
Transitional Small Business Disclosure Format: YES ___ NO X
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
(a)(1) General development of business.
Northwest Gold, Inc. (the "Registrant") was incorporated in
the State of Wyoming on August 29, 1977 under the name of Silco,
Inc. The name was changed in August 1979 to Northwest Gold, Inc.
The Registrant was incorporated to engage in, and has engaged in
the general minerals business. This business includes evaluation,
acquisition, exploration, development and/or sale or lease of
mineral properties and oil and gas properties.
The Registrant conducted exploration and mining on a group of
90 unpatented lode mining claims near Philipsburg, Montana and
mined mineralized material containing gold and silver from March
1978 until December 1981. The material was milled near Philipsburg
until 1981, when the mining and milling operations were suspended
because they were unprofitable. These mining claims had been
subject to a lease agreement with Stryker's Gold Corporation, an
Idaho corporation ("Stryker's"); however, certain conditions of the
lease were not fulfilled and the annual assessment on the claims
was not filed for 1991 by the lessee. The Registrant has been
notified by the State of Montana that the claims are thus null and
void.
In fiscal 1994 the Registrant wrote off all mining claims as
having no further economic value. The Registrant may acquire other
mineral properties in the western United States and elsewhere in
the future, however, no specific properties are under evaluation at
Report date.
(a)(2) The Registrant has not been involved in any
bankruptcy, receivership or similar proceedings in the last three
fiscal years.
(a)(3) In the last three fiscal years, the Registrant did
not engage in any material reclassification, merger or
consolidation, nor did it acquire or dispose of any material amount
of assets otherwise than in the ordinary course of business.
(b) Business of Issuer.
(b)(1) The Registrant's business activities had included
acquiring, exploring and maintaining interests in mineral
properties located in the states of Montana, Wyoming, Utah and
Nevada. See Item 2. It has conducted various activities related
to such properties directly, and through joint ventures established
with affiliated entities. The Registrant also owns various items
of mining equipment. No claims are held at Report date.
(b)(3) The Registrant has not made any public announcement
about a new product or industry segment that would require the
investment of a material amount of its assets or that is otherwise
material.
<PAGE>
(b)(4) The evaluation and acquisition of base and precious
metals mining properties and oil and gas properties is an extremely
competitive business. Not only are there numerous companies
involved in this business, but many of them are very large
companies with much more financial resources than the Registrant.
(b)(5) The Registrant's business is not dependent upon the
supply of raw materials.
(b)(6) The Registrant's business is not dependent upon any
single or a few customers; during the most recently completed
fiscal year, the Registrant received 100% of its revenues from
interest earned on cash assets.
(b)(7) The Registrant holds no patents, trademarks,
licenses, franchises, concessions, royalty agreements or labor
contracts and does not consider such property rights to be
important to its operations.
(b)(8) Mining operations are subject to statutory and
agency requirements which address various issues, including (i)
environmental permitting and ongoing compliance costs, supervised
by the EPA and state agencies (e.g., the Wyoming department of
Environmental Quality), for water and air quality, hazardous waste,
etc.; (ii) mine safety and OSHA generally; and (iii) wildlife
(Department of Interior for migratory fowl if attractive standing
water is involved in operations); and (iv) nuclear and radioactive
materials (generally, the Nuclear Regulatory Commission, which
preempts state regulation in such matters).
The Registrant presently has no operations requiring
government approval, and no applications for any approval are
pending or planned at Report date.
(b)(9) Because any mining operations of the Registrant
would be subject to at least some of the requirements discussed in
(b)(8) above, the commencement of such operations would be delayed
pending agency approval (or a determination that approval is not
required because of size, etc.) or the project might even be
abandoned due to prohibitive costs (water treatment facilities for
mine water discharge might be too expensive for the projected cash
flow from the property).
Generally, the effect of current or probable governmental
regulations on the Registrant cannot be determined until a specific
project is undertaken by the Registrant.
(b)(10) During its past three fiscal years, the Registrant
has made no expenditures for company-sponsored research and
development activities nor has it received revenues from customer-
sponsored research and development projects.
(b)(11) Federal, state and local provisions regulating the
discharge of material into the environment, or otherwise relating
to the protection of the environment including the Clean Water Act,
<PAGE>
Clean Air Act, Resource Conservation and Recovery Act and the
Comprehensive Environmental Response, Compensation and Liability
Act ("Superfund") may affect the Registrant. State legislation
such as Wyoming's mine permitting statutes, its abandoned mine
reclamation statute, its industrial development and siting statutes
and the regulations thereunder, as well as corresponding
legislation in other jurisdictions where the Registrant may engage
in mining activities, would be expected to affect the Registrant.
The Registrant is not currently directly engaged in mining or oil
exploration and these statutes and the regulations adopted
thereunder do not directly affect it. It is not anticipated that
any material direct expenditure by the Registrant will be required
for compliance with such environmental statutes during the current
fiscal year or the succeeding fiscal year.
(b)(12) As of August 26, 1996 the Registrant had no full
time employees.
ITEM 2. PROPERTY
Mineral Properties
The Registrant holds no claims or leases of minerals or other
property rights.
ITEM 3. LEGAL PROCEEDINGS
The Registrant is not engaged in any pending legal
proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to the Registrant's security holders
during the fourth quarter of the fiscal year.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
SECURITY HOLDER MATTERS
(a)(1) Market Information
There is no established trading market for the Registrant's
common stock, which trades infrequently, if at all, in the over-
the-counter market. The Registrant has been unable to establish
that there was trading in the stock during the past two years or
determine whether any price quotations or sale prices may have been
provided during that period.
(b) Holders.
At August 26, 1996 the Registrant had approximately 1,270
record holders of its common stock.
<PAGE>
(c) Dividends.
The Registrant has paid no dividends with respect to its
common stock and has no intention to pay cash dividends in the
foreseeable future. There are no contractual restrictions on the
Registrant's present or future ability to pay dividends.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of
significant factors which have affected the Registrant's liquidity,
capital resources and results of operations during the periods
specified.
Liquidity and Capital Resources
During fiscal 1996, the Registrant's liquidity position
increased due to the increased valuation of marketable securities
by $28,900. This increase in working capital was offset by an
increase in accounts payable primarily to affiliates, and the
consumption of cash in the payment of general and administrative
expenses, primarily associated with audits and filing fees to
regulatory agencies. Working capital increased by $18,800 to
working capital of $3,200 as of May 31, 1996 as compared to a
working capital deficiency of $15,600 as of May 31, 1995. This
increase is totally dependent on Registrant's ability to sell its
marketable securities at the May 31, 1996 market values. Through
August 26, 1996, the market price for such securities had remained
relatively unchanged from that at May 31, 1996. Amounts due to
affiliates includes several years of management fees of $6,000
annually for administrative, accounting, legal, geologic and
secretarial services.
The Registrant has no significant current operations, and only
limited assets. There is little possibility that the Registrant
will be able to initiate and obtain profitable operations. It is
anticipated that cash on hand will continue to fund general and
administrative expenses. The Company is currently not able to pay
the accrued $6,000 management fee for prior years charged by USECB
Joint Venture which is a joint venture between U.S. Energy Corp.
("USE") and Crested Corp. ("Crested"); USE is an affiliate of the
Registrant, and Crested is a majority-owned subsidiary of USE. In
order to retire this debt, the Registrant would need to liquidate
its ownership of marketable securities or equipment. The
Registrant expects interest revenues from cash deposits to continue
to be minimal.
The Registrant has no commitments for capital expenditures and
has no plans for active operations. In order to continue as a
going concern the Company must sell its assets to generate cash or
negotiate debt relief from USECB.
<PAGE>
RESULTS OF OPERATIONS
Fiscal 1996 as Compared to 1995
Interest revenues earned on cash deposits remained at $400 for
fiscal 1996 and 1995. There were no other revenues recognized
during either fiscal 1996 or 1995.
Expenses during fiscal 1996 increased $600 to $10,500 from $9,900
in fiscal 1995. This increase was a result of increases in
professional services, $400 due to increased fees for stock
transfer services and audits and labor, $350. These increases in
expenses were offset by various minor reductions in other expense
accounts.
For fiscal 1996, the Registrant recorded a loss of $10,100 as
compared to a loss of $9,500 for the previous year. This increase
is solely due to increased expenses discussed above. Both fiscal
1996 and 1995 earnings per share were less than $.01 per share.
Fiscal 1995 as Compared to 1994
Revenues for the year ended May 31, 1995 remain constant with the
revenues recognized as of May 31, 1994 at $400. These revenues
were recognized as a result of interest earned on monies held in
interest bearing accounts.
General and administrative expenses decreased by $1,700 to $9,900.
The reduction was primarily due to reduced audit and associated
fees. During 1994, all mineral properties of the Company were
written off; there was no write off for mineral properties in
fiscal 1995.
As a result of the reduced expenses and the absence of any write
off in 1995 as described above, the loss from operations in 1995
was $9,500 compared to a loss of $26,200 in 1994.
ITEM 7. FINANCIAL STATEMENTS
Financial statements meeting the requirements of Regulation
S-B follow.
<PAGE>
Report of Independent Public Accountants
To the Board of Directors and Shareholders of
Northwest Gold, Inc.:
We have audited the accompanying balance sheet of Northwest Gold,
Inc. (a Wyoming corporation) as of May 31, 1996, and the related
statements of operations, shareholders' equity (deficit) and cash
flows for each of the two years in the period ended May 31, 1996.
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.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit 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
Northwest Gold, Inc. as of May 31, 1996, and the results of its
operations and its cash flows for each of the two years in the
period ended May 31, 1996, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming
that Northwest Gold, Inc. will continue as a going concern. As
discussed in Note A to the financial statements, the Company has
suffered recurring losses, has no current operations and has a
significant accumulated deficit, matters that raise substantial
doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in
Note A. The financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might
result should the Company be unable to continue as a going concern.
As discussed in Notes B and C to the financial statements,
effective June 1, 1994, the Company changed its method of
accounting for certain investments.
ARTHUR ANDERSEN LLP
Denver, Colorado,
August 16, 1996
<PAGE>
NORTHWEST GOLD, INC.
BALANCE SHEET
May 31, 1996
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 12,900
Marketable equity securities (Note C) 38,700
----------
51,600
----------
PROPERTY AND EQUIPMENT, at cost (Notes A and B):
Exploration equipment 8,700
Less accumulated depreciation (8,700)
----------
--
----------
OTHER ASSETS 1,900
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$ 53,500
----------
----------
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable - affiliates $ 48,400
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SHAREHOLDERS' DEFICIT:
Common stock, $.001 par value,
authorized, 50,000,000 shares;
issued and outstanding, 26,797,500 shares 26,700
Additional paid-in capital 1,788,700
Accumulated deficit (1,842,800)
Unrealized holding gain on marketable
equity securities (Note C) 32,500
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5,100
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$ 53,500
----------
----------
The accompanying notes to financial statements are
an integral part of this balance sheet.
<PAGE>
NORTHWEST GOLD, INC.
STATEMENTS OF OPERATIONS
Year Ended May 31,
------------------------
1996 1995
-------- --------
REVENUES:
Interest $ 400 $ 400
-------- --------
COSTS AND EXPENSES:
General and administrative 10,500 9,900
-------- --------
NET LOSS $(10,100) $ (9,500)
-------- --------
-------- --------
NET LOSS PER SHARE $ * $ *
-------- --------
-------- --------
WEIGHTED AVERAGE SHARES
OUTSTANDING 26,797,500 26,797,500
---------- ----------
---------- ----------
* Less than $.01 per share.
The accompanying notes to financial statements are
an integral part of this balance sheet.
<PAGE>
NORTHWEST GOLD, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
Unrealized
Holding
Additional Gain(Loss) Total
Common Stock Paid-in Accumulated On Shareholders'
Shares Amount Capital Deficit Investments Equity
--------- ------- ------------ ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance, May 31, 1994 26,797,500 $26,700 $1,788,700 $(1,823,200) $ -- $ (7,800)
Net loss -- -- -- (9,500) -- (9,500)
Net unrealized holding
gain on marketable
equity securities -- -- -- -- 3,600 3,600
---------- ------- ---------- ----------- ------- --------
Balance, May 31, 1995 26,797,500 26,700 1,788,700 (1,832,700) 3,600 (13,700)
Net loss -- -- -- (10,100) -- (10,100)
Net unrealized holding
gain on marketable
equity securities -- -- -- -- 28,900 28,900
---------- ------- ---------- ----------- ------- --------
Balance, May 31, 1996 26,797,500 $26,700 $1,788,700 $(1,842,800) $32,500 $ 5,100
---------- ------- ---------- ----------- ------- --------
---------- ------- ---------- ----------- ------- --------
</TABLE>
The accompanying notes to financial statements are
an integral part of this balance sheet.
<PAGE>
NORTHWEST GOLD, INC.
STATEMENTS OF CASH FLOWS
Year Ended May 31,
---------------------
1996 1995
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(10,100) $ (9,500)
Adjustments to reconcile net loss
to net cash provided by (used in)
operating activities:
Increase in accounts
payable - affiliate 10,500 6,100
-------- --------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES 400 (3,400)
-------- --------
NET INCREASE (DECREASE)IN CASH
AND CASH EQUIVALENTS 400 (3,400)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 12,500 15,900
-------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 12,900 $ 12,500
-------- --------
-------- --------
SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES:
Unrealized gain on marketable
equity securities $ 28,900 $ 3,600
-------- --------
-------- --------
No interest or income taxes were paid in the years ended
May 31, 1996 and 1995.
The accompanying notes to financial statements are
an integral part of this balance sheet.
<PAGE>
NORTHWEST GOLD, INC.
NOTES TO FINANCIAL STATEMENTS
May 31, 1996 and 1995
A. BUSINESS ORGANIZATION AND DESCRIPTION:
Northwest Gold, Inc. (the "Company") was incorporated in the
State of Wyoming on August 29, 1977 under the name of Silco, Inc.
The name was changed in August 1979 to Northwest Gold, Inc. The
Company was incorporated to engage in the evaluation, acquisition,
exploration, development and/or sale or lease of mineral properties
and oil and gas properties.
The Company currently has no operating activities, but
continues to incur losses from general and administrative expenses
and has a significant accumulated deficit. These expenses are
projected to again exceed investment interest revenues in 1997.
Management continues to analyze the viability of the Company and
its future activities. Substantial doubt remains as to whether the
Company will continue as a going concern. However, the Company has
no commitments for capital expenditures in the next year and
believes its available cash is sufficient to fund next year's
obligations, primarily for general and administrative expenses.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Property and Equipment
The Company capitalizes all costs related to the acquisition,
exploration and development of mineral properties. Capitalized
costs are charged to operations when the properties are determined
to have declined in value or have been abandoned. The Company
currently has no operations.
Depreciation of vehicles, machinery and equipment was provided
by the straight-line method over the estimated useful lives of the
related assets. All such vehicles, machinery and equipment have
been fully depreciated.
<PAGE>
Investments
The Company adopted Statement of Financial Accounting
Standards No. 115 ("SFAS No. 115") "Accounting for Certain
Investments in Debt and Equity Securities" in fiscal 1995. Based
on the provisions of SFAS No. 115, the Company accounts for
marketable equity securities as available-for-sale securities.
Available-for-sale securities are measured at fair value, with
unrealized holding gains and losses excluded from earnings and
reported as a net amount in a separate component of shareholders'
equity until realized.
Net Loss Per Share
Net loss per share is computed using the weighted average
number of common shares outstanding during the period.
Cash and Cash Equivalents
Amounts held by depository institutions in demand deposit
accounts are considered cash and cash equivalents. For purposes of
the statements of cash flows, cash equivalents include all cash
investments with original maturities to the Company of three months
or less.
Income Taxes
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 ("SFAS No.
109"), "Accounting For Income Taxes". This statement requires
recognition of deferred income tax assets and liabilities for the
expected future income tax consequences, based on enacted tax laws,
of temporary differences between the financial reporting and tax
bases of assets, liabilities and carryforwards.
SFAS No. 109 requires recognition of deferred tax assets for
the expected future effects of all deductible temporary
differences, loss carryforwards and tax credit carryforwards. If
deemed necessary, deferred tax assets are then reduced by a
valuation allowance for any tax benefits which, based on current
circumstances, are not expected to be realized.
<PAGE>
C. MARKETABLE EQUITY SECURITIES AND RELATED PARTY TRANSACTIONS:
U.S. Energy Corp., an 8% shareholder, and its subsidiary
Crested Corp., provide certain management and administrative
services to the Company under a management agreement. Charges for
these services are $6,000 annually.
The Company's marketable equity securities consist of the
following stocks of affiliated, but not controlled companies:
May 31, 1996
--------------------
Fair
Market
Cost Value
------ -------
U.S. Energy Corp. $4,100 $32,900
Crested Corp. 2,100 5,800
------ -------
$6,200 $38,700
------ -------
------ -------
The aggregate fair market value of the marketable equity
securities increased $28,900 from June 1, 1995 to May 31, 1996.
The net aggregate unrealized holding gain on investments at May 31,
1996 was $32,500.
D. INCOME TAXES
There are no taxes currently payable at May 31, 1996.
The Company's effective income tax was different than the
statutory federal income tax because the Company recognized no
benefit for its tax losses.
May 31,
--------------------
1996 1995
---- -----
Federal income tax benefit
at statutory rates $(3,400) $(2,000)
Less valuation allowance 3,400 2,000
------- -------
Effective tax $ -- $ --
------- -------
------- -------
<PAGE>
As of May 31, 1996, the Company had net operating loss ("NOL")
carryforwards available of approximately $1,828,000 which expire
beginning in 1997 through 2011.
The components of deferred taxes as of May 31, 1996 are as
follows:
Deferred tax assets:
Tax effect of NOL carryforwards $ 622,000
Less valuation allowance (622,000)
---------
Net deferred tax asset $ --
---------
---------
The Company has established a valuation allowance for the full
amount of the NOL carryforwards because, in its present
nonoperating state, the Company's ability to generate future
taxable income is uncertain. The valuation allowance increased
approximately $4,000 from May 31, 1995 due to current year NOLs
generated.
<PAGE>
ITEM 8. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a)(1)(2)(3) Identification of Directors and Executive Officers.
Members of the Registrant's Board of Directors are elected to hold
office until the next annual meeting of shareholders and until
their successors are elected or appointed and qualified. Officers
are appointed by the Board of Directors until a successor is
elected and qualified, or until resignation, removal or death. The
Registrant's executive officers and directors are listed below:
NAME AGE POSITION AND TENURE
Harold F. Herron 42 Chief Executive Officer
since April 1996; Secretary,
Treasurer and Director since
September 1980
No arrangement or understanding exists between any of the above
officers and directors pursuant to which any one of those persons
was elected to such office or position.
(a)(4) Business Experience.
During fiscal 1996, both Mr. Keith G. Larsen and Richard P. Larsen
who are brothers-in-law of Mr. Herron resigned as officers and
directors of the Registrant due to other commitments.
HAROLD F. HERRON graduated from the University of Nebraska at Omaha
and has a Masters degree in business administration from the
University of Wyoming. He has been president of The Brunton
Company ("Brunton"), formerly a wholly-owned USE subsidiary which
was sold in February 1996, for more than five years. Brunton
manufactures and/or markets pocket transits, precision and
recreational compasses, binoculars and knives. Mr. Herron is also
Vice President and a director of USE.
(a)(5) Directorships.
Mr. Herron is a director of Ruby Mining Company ("Ruby") and U.S.
Energy Corp. ("USE") which are both subject to the reporting
requirements of the Securities Exchange Act of 1934. No other
person listed in Item 9(a) is a director of any other company with
a class of securities registered pursuant to Section 12 of the
Exchange Act, that is subject to the requirements of Section 15(d)
of that Act, or that is registered as an investment company under
the Investment Company Act of 1940.
<PAGE>
(b) Identification of Certain Employees.
Not applicable.
(c) Family Relationships.
Harold F. Herron is a son-in-law of John L. Larsen, President
and CEO of U.S. Energy Corp., a significant shareholder of the
Registrant.
(d) Involvement in Certain Legal Proceedings.
During the past five years, no director, person nominated to
become a director, or executive officer of the Registrant:
(1) has filed, or had filed against him, a petition under the
federal bankruptcy law or any state insolvency law, nor has a court
appointed a receiver, fiscal agent or similar officer by or against
any business which such person was a general partner or any
corporation or business association of which he was an executive
officer within two years before the time of such filing;
(2) was convicted in a criminal proceeding or is a named subject
of a pending criminal proceeding (excluding traffic violations and
other minor offenses);
(3) has been the subject of any order, judgment, or decree not
subsequently reversed, suspended or vacated of any court of
competent jurisdiction, permanently or temporarily enjoining,
barring or suspending him from, or otherwise limiting his
involvement in, any type of business, securities or banking
activities, or;
(4) has been found by a court of competent jurisdiction in a
civil action or by the Securities and Exchange Commission or the
Commodity Futures Trading Commission, to have violated any federal
or state securities or commodities law, and the judgment in such
civil action or finding by the Commission, has not subsequently
been reversed, suspended or vacated.
Based upon a review of Forms 3 and 4 furnished to the Registrant
pursuant to Rule 16a-3(e) since June 1, 1994, and based upon
written representations referred to in Item 405(b)(2)(i) of
Regulation S-K, no directors, officers, beneficial owners of more
than ten percent of the Registrant's common stock, or any other
person subject to Section 16 of the Exchange Act failed for the
period from June 1, 1994 through May 31, 1995, to file on a timely
basis the reports required by Section 16(a) of the Exchange Act.
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION.
(a)(1) Cash Compensation. No executive officer of the
Registrant received cash compensation from the Registrant in excess
of $100,000 during the last fiscal year. The following table
contains information with respect to the aggregate cash
compensation paid by the Registrant for the last three years ended
May 31, 1995, to the chief executive officer:
SUMMARY COMPENSATION TABLE(i)(ii)
Annual Compensation
Name and Principal Position Year Salary Bonus
Harold F. Herron, CEO 1996 -0- -0-
1995 -0- -0-
1994 -0- -0-
(i) During fiscal 1996 no cash compensation was paid to the
Registrant's executive officers.
(ii) The Registrant's parent, USE, and USE's subsidiary, Crested,
provide the management and administrative services for the
Registrant in exchange for a monthly management fee of $500. It is
estimated that employees of USE who provide services for the
Registrant spend less than five percent of their time on the
affairs of the Registrant.
No cash bonuses were paid by the Registrant to the group of persons
identified in paragraph (a) of Item 9, during the last fiscal year.
Minimum director fees of $1,500 are owed to the group of
individuals identified in paragraph (a) of Item 9, for services
during each fiscal year. However, for the past several years these
amounts have not been paid and have been waived by the directors.
It is anticipated that these fees will again be waived for fiscal
1996.
The Registrant does not have any annuity, pension, retirement,
incentive, deferred compensation plans, stock option or stock
appreciation rights plans, employment contracts or arrangements
whereby any of its executive officers or directors have been paid
or may receive compensation from the Registrant.
Alternative Pension Plan Disclosure: The Registrant has no defined
benefit or actuarial pension plans.
(c) Option/SAR Grants.
The Registrant has no stock option or stock appreciation
rights plans.
<PAGE>
(d) Aggregated Option/SAR Exercise and Fiscal Year-End Option/SAR
Value.
Not Applicable.
(e) Long Term Incentive Plan ("LTIP") Awards.
Not Applicable.
(f) Compensation of Directors.
(1) Standard arrangements: The Registrant is obligated to pay
each member of the Board directors' fees of $500 per year and $100
per meeting attended, together with reasonable travel and lodging
expenses. As discussed above, these fees have been waived by the
directors.
(2) Other arrangements: The Registrant does not have any other
arrangements pursuant to which any director of the Registrant was
compensated during the last fiscal year.
(e) Termination of Employment and Change of Control Arrangement.
Registrant has no compensatory plan or arrangement, with respect to
any individual named in the Table at Item 11(b) for the latest or
the next preceding fiscal year, which results or will result from
the resignation, retirement or any other termination of such
individual's employment with the Registrant and its subsidiaries
or from a change in control of the Registrant or a change in the
individual's responsibilities following a change in control in
which the amount involved, including all periodic payments or
installments, exceeds $100,000.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
(a) Security Ownership of Certain Beneficial Owners.
The following table shows those persons (including any group) known
by the Registrant to be the beneficial owners of more than five
percent of the Registrant's common stock at Report date.
Amount and
Nature of
Name and Address of Beneficial Percent
Title of Class Beneficial Owner Ownership of Class
Common stock U.S. Energy Corp. 2,040,000(1) 7.6%
$0.001 value Glen L. Larsen Building
877 North 8th West
Riverton, WY 82501
(1) The listed shareholder exercises sole investment and voting
powers over the shares set forth opposite its name.
<PAGE>
(b) Security Ownership of Management.
The following table shows, as of August 26, 1996, the ownership of
the Registrant's common stock $.001 par value, by the following
officers and directors and all officers and directors as a group.
Amount and
Nature of Percent
Beneficial of
Name of Director Title of Class Ownership (1) Class (2)
- ---------------- -------------- ------------- --------
Harold F. Herron Northwest Gold, Inc. 2,597,500(3) 9.7%
3425 Riverside Drive common stock, $.001
Riverton, WY 82501 par value
All officers and Northwest Gold, Inc. 2,597,500(3) 14.2%
directors as a group common stock, $.001
(one person) par value
*Less than one percent.
- ----------
(1) The listed person or group exercises sole investment and
voting powers over the indicated shares, except as otherwise
indicated.
(2) Percent of class is computed by dividing the number of shares
beneficially owned plus shares underlying options held by the
indicated person or group, by the number of shares outstanding,
plus any shares underlying options held by the indicated
shareholder or group.
(3) Includes 2,040,000 shares held by USE, over which Mr Herron
exercises shared voting and dispositive powers as a director of
USE.
(c) Changes in control.
The Registrant is not aware of any pledge of its securities or any
other arrangement which may at a subsequent date result in a change
in control of the Registrant.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
(a)(b) Transactions with Management and Others.
Since June 1, 1994, there were no transactions and there are no
proposed transactions in which the amount involved exceeds $60,000
and in which any executive officer, nominee or director of the
Registrant, any security holder who is known by the Registrant to
hold of record or beneficially more than five percent of any class
of the Registrant's voting securities or any member of the
immediate family of any of the foregoing person, had or will have
a direct or indirect material interest.
<PAGE>
(c) Parent Ownership.
USE is the parent corporation of the Registrant and holds 7.6%
of the Registrant's common stock.
(d) Transactions with Promoters.
Not Applicable.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
1. Exhibits Required to be filed:
3.2 Articles of Incorporation -
Amendment dated August 22, 1979 . . . . . . . . . . . .[1]
3.4 By-Laws . . . . . . . . . . . . . . . . . . . . . . . .[1]
[1] Incorporated by reference from the exhibit in the
Registrant's 1991 Form 10-K.
2. Reports on Form 8-K.
During the fourth quarter of the fiscal year, the Registrant
did not file any reports on Form 8-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
NORTHWEST GOLD, INC.
(Registrant)
Date: August 29, 1996 By: s/ Harold F. Herron
-------------------------
HAROLD F. HERRON
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Date: August 29, 1996 By: s/ Harold F. Herron
-------------------------
HAROLD F. HERRON,
Director
Date: August 29, 1996 By: s/ Robert Scott Lorimer
-------------------------
ROBERT SCOTT LORIMER,
Principal Financial
Officer and Chief
Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
NORTHWEST GOLD, INC. FORM 10-KSB FOR FISCAL YEAR ENDED MAY 31, 1996 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000352447
<NAME> NORTHWEST GOLD, INC.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-END> MAY-31-1996
<CASH> 12,900
<SECURITIES> 38,700
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 51,600
<PP&E> 8,700
<DEPRECIATION> (8,700)
<TOTAL-ASSETS> 53,500
<CURRENT-LIABILITIES> 48,400
<BONDS> 0
0
0
<COMMON> 26,700
<OTHER-SE> (21,600)
<TOTAL-LIABILITY-AND-EQUITY> 5,100
<SALES> 0
<TOTAL-REVENUES> 400
<CGS> 0
<TOTAL-COSTS> 10,500
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<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (10,500)
<INCOME-TAX> 0
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