FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 For the fiscal quarter ended August 31, 1997 or
[ ] 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 0-10229
NORTHWEST GOLD, INC.
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(Exact Name of Registrant as Specified in its Charter)
WYOMING 81-0384984
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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: (307) 856-9278
NONE
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(Former name, address and fiscal year, if changed since last report)
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 and 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 ____
State the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
CLASS OUTSTANDING AT SEPTEMBER 30, 1997
- --------------------------------------- ------------------------------------
Common stock, $.001 par value 26,797,500 Shares
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NORTHWEST GOLD, INC.
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Balance Sheets -- August 31, 1997 ............................3
Condensed Statements of Operations -- Three Months Ended
August 31, 1997 and August 31, 1996...................................4
Condensed Statements of Cash Flows for the Three
Months Ended August 31, 1997 and August 31, 1996.......................5
Notes to Condensed Financial Statements .................................6
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.....................7
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K................................7
Signatures...............................................................8
2
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NORTHWEST GOLD, INC.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED BALANCE SHEETS
AUGUST 31, 1997
ASSETS
CURRENT ASSETS:
Cash and temporary cash investments $ 10,500
Marketable securities 15,400
----------
TOTAL CURRENT ASSETS 25,900
PROPERTY AND EQUIPMENT, at cost 29,000
Less accumulated depreciation (29,000)
----------
--
OTHER ASSETS 1,900
----------
$ 27,800
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - affiliates $ 58,300
SHAREHOLDERS' EQUITY
Common stock, $0.001 par value;
authorized, 50,000,000 shares;
issued and outstanding,
26,797,500 26,700
Additional paid-in capital 1,788,700
Accumulated deficit (1,855,100)
Unrealized holding gain on
marketable equity securities 9,200
----------
(30,500)
----------
$ 27,800
==========
See accompanying notes to condensed financial statements.
3
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NORTHWEST GOLD, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
AUGUST 31,
----------------------------
1997 1996
---- ----
REVENUES:
Interest $ 100 $ 100
COSTS AND EXPENSES:
General and administrative 2,900 4,200
---------- ----------
NET INCOME (LOSS) $ (2,800) $ (4,100)
========== ==========
EARNINGS (LOSS) PER SHARE $ * $ *
========== ==========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 26,797,500 26,797,500
========== ==========
* Less than $0.01 per share.
See accompanying notes to condensed financial statements.
4
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NORTHWEST GOLD, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
AUGUST 31,
----------------------------
1997 1996
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (2,800) $ (4,100)
Adjustments to reconcile
net loss to net cash used
in operating activities:
Increase in accounts
payable - affiliate 2,900 4,200
--------- ---------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES 100 100
--------- ---------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 100 100
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 10,400 12,900
--------- ---------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 10,500 $ 13,000
========= =========
See accompanying notes to condensed financial statements.
5
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NORTHWEST GOLD, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
1) The Condensed Balance Sheet as of August 31, 1997 the Condensed
Statements of Operations for the three months ended August 31, 1997 and 1996,
and the Condensed Statements of Cash Flows for the three months ended August 31,
1997 and 1996, have been prepared by the Registrant without audit. In the
opinion of the Registrant, the accompanying financial statements contain all
adjustments (consisting of only normal recurring accruals) necessary to fairly
present the financial position of Registrant as of August 31, 1997 the results
of operations for the three months ended August 31, 1997 and 1996, and cash
flows for the three months then ended.
2) Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these financial
statements be read in conjunction with the Registrant's May 31, 1997 Form
10-KSB.
3) The results of operations for the periods ended August 31, 1997 and
1996, are not necessarily indicative of the operating results which may be
experienced for the full year.
6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
LIQUIDITY AND CAPITAL RESOURCES
The Registrant's working capital decreased during the most recently
completed quarter by $2,800. This decrease was as a result of an increase of
$2,900 in accounts payable to affiliates which was offset by a $100 increase in
cash. The increase in accounts payable was as a result of USECB Joint Venture
("USECB"), a joint venture between U.S. Energy, a major shareholder of the
Registrant and Crested Corp.paying certain administrative fees for Registrant
and a management fee of $500 per month due USECB. The increase in cash is as a
result of interest earned on funds the Registrant has deposited in interest
bearing accounts.
The Registrant anticipates that it will be able to meet its capital
requirements for the remainder of the year ending May 31, 1998. However, the
Registrant must secure drilling or construction contracts or work out an
agreement on its accounts due to affiliates in order to continue operating
long-term.
RESULTS OF OPERATIONS
The Registrant had no revenues from operations during the most recently
completed quarter ended August 31, 1997 or the corresponding quarter of the
prior year ended August 31, 1996. In both periods however, the Registrant
recorded interest revenue of $100 on funds held in interest bearing accounts.
General and administrative costs decreased by $1,300 during the quarter
ended August 31, 1997 over the same period of the previous year. This decrease
was primarily in professional services that had not yet been billed for audit
fees.
The Registrant's operations consist primarily of administrative
activities associated with the preparation of reports and documents required by
law.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits. None.
(b) Reports on Form 8-K. There were no reports filed by the Registrant
on Form 8-K for the quarter ended August 31, 1997.
7
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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: September 8, 1997 By: /s/ HAROLD F. HERRON
----------------------------
HAROLD F. HERRON,
Chief Executive Officer
Date: September 8, 1997 By: /s/ ROBERT SCOTT LORIMER
-----------------------------
ROBERT SCOTT LORIMER,
Principal Financial Officer
and Chief Accounting Officer
8
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
NORTHWEST GOLD, INC. FORM 10-QSB FOR THE QUARTER ENDED AUGUST 31, 1997
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000352447
<NAME> NORTHWEST GOLD, INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-1998
<PERIOD-START> JUN-01-1998
<PERIOD-END> AUG-31-1997
<CASH> 10,500
<SECURITIES> 15,400
<RECEIVABLES> 0
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<CURRENT-ASSETS> 25,900
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<TOTAL-ASSETS> 27,800
<CURRENT-LIABILITIES> 58,300
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<COMMON> 26,700
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<TOTAL-LIABILITY-AND-EQUITY> 27,800
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<TOTAL-REVENUES> 100
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