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
February 28, 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.
- --------------------------------------------------------------------------------
(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, former address and former 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 April 9, 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 Sheet -- February 28, 1997 ...........................3
Condensed Statements of Operations -- Three and Nine Months
Ended February 28, 1997 and February 29, 1996........................4
Condensed Statements of Cash Flows for the Nine
Months Ended February 28, 1997 and February 29, 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 SHEET
FEBRUARY 28, 1997
ASSETS
CURRENT ASSETS:
Cash and temporary cash investments $ 10,400
Marketable securities 38,700
-----------
TOTAL CURRENT ASSETS 49,100
PROPERTY AND EQUIPMENT, at cost 8,700
Less accumulated depreciation (8,700)
-----------
-0-
OTHER ASSETS 1,800
-----------
$ 50,900
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - affiliates $ 53,800
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 (1,850,800)
Unrealized holding gain on
marketable equity securities 32,500
-----------
(2,900)
-----------
$ 50,900
===========
See accompanying notes to condensed financial statements.
3
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NORTHWEST GOLD, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Nine Months Ended
February February
-------------------- ---------------------
28, 1997 29, 1996 28, 1997 29, 1996
-------- -------- -------- --------
REVENUES:
Interest $ 100 $ 100 $ 300 $ 300
------- ----- ------- -------
COSTS AND EXPENSES:
General and
administrative 1,900 (400) 8,200 8,900
------- ----- ------- -------
NET INCOME (LOSS) $(1,800) $ 500 $(7,900) $(8,600)
======= ===== ======= =======
INCOME (LOSS)
PER SHARE $ * $ * $ * $ *
======= ===== ======= =======
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 26,797,500 26,797,500 26,797,500 26,797,500
========== ========== ========== ==========
* Less than $.01 per share.
See accompanying notes to condensed financial statements.
4
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NORTHWEST GOLD, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
February
-------------------------
28, 1997 29, 1996
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (7,900) $ (8,600)
Adjustments to reconcile
net loss to net cash
used in operating activities:
Increase in accounts
payable - affiliate 5,400 8,900
-------- --------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES (2,500) 300
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (2,500) 300
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 12,900 12,500
-------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 10,400 $ 12,800
======== ========
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 February 28, 1997, the Condensed
Statements of Operations for the nine months ended February 28, 1997 and
February 29, 1996, and the Condensed Statements of Cash Flows for the nine
months ended February 28, 1997 and February 29, 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 the
Registrant as of February 28, 1997, the results of operations for the nine
months ended February 28, 1997 and February 29, 1996, and cash flows for the
nine 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, 1996 Form
10-KSB.
3) The results of operations for the periods ended February 28, 1997 and
February 29, 1996 are not necessarily indicative of the operating results 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 nine months by $7,900. This decrease was a result of an increase of
$5,400 in accounts payable to affiliates and the reduction of $2,500 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 expenses for
Registrant. The decrease in cash is a result of the payment of annual audit fees
and filing fees to the SEC.
The Registrant anticipates that it will be able to meet its capital
requirements for the remainder of the year ending May 31, 1997 if its affiliates
do not call for the amounts due them. 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 nine months or the corresponding period of the prior year. In both
periods however, the Registrant recorded interest revenue of $300 on funds held
in interest bearing accounts.
General and administrative costs decreased by $700 during the nine months
ended February 28, 1997 over the same period of the previous year. This decrease
was primarily in professional services.
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 February 28, 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: April 9, 1997 By: s/ Harold F. Herron
------------------------------
HAROLD F. HERRON,
Chief Executive Officer
Date: April 9, 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 PERIOD ENDED FEBRUARY 28, 1997
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000352447
<NAME> NORTHWEST GOLD, INC.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAY-31-1997
<PERIOD-START> JUN-01-1996
<PERIOD-END> FEB-28-1997
<CASH> 10,400
<SECURITIES> 38,700
<RECEIVABLES> 0
<ALLOWANCES> 0
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<CURRENT-ASSETS> 49,100
<PP&E> 8,700
<DEPRECIATION> (8,700)
<TOTAL-ASSETS> 50,900
<CURRENT-LIABILITIES> 53,800
<BONDS> 0
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<COMMON> 26,700
<OTHER-SE> (29,600)
<TOTAL-LIABILITY-AND-EQUITY> 50,900
<SALES> 0
<TOTAL-REVENUES> 300
<CGS> 0
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<OTHER-EXPENSES> 8,200
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<INCOME-PRETAX> (7,900)
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