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 November 30, 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, 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
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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 January 12, 1998
- ----------------------------- ---------------------------------
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 -- November 30, 1997 ...........................3
Condensed Statements of Operations -- Three and Six Months
Ended November 30, 1997 and 1996.......................................4
Condensed Statements of Cash Flows for the Six
Months Ended November 30, 1997 and 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................................8
Signatures...............................................................9
2
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NORTHWEST GOLD, INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
- ----------------------------
Condensed Balance Sheet
November 30, 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)
-----------
-0-
OTHER ASSETS 1,900
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$ 27,800
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - affiliates $ 60,200
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 (1,857,000)
Unrealized holding gain on
marketable equity securities 9,200
-----------
(32,400)
-----------
$ 27,800
===========
See accompanying notes to condensed financial statements.
3
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<TABLE>
<CAPTION>
NORTHWEST GOLD, INC.
Condensed Statements of Operations
(Unaudited)
Three Months Ended Six Months Ended
November 30, November 30,
------------------------------- -------------------------------
1997 1996 1997 1996
---- ---- ---- ----
REVENUES:
<S> <C> <C> <C> <C>
Interest $ -- $ 100 $ 100 $ 200
COSTS AND EXPENSES:
General and
administrative 1,900 2,100 4,800 6,300
-------------- -------------- -------------- --------------
NET INCOME (LOSS) $ (1,900) $ (2,000) $ (4,700) $ (6,100)
============== ============== ============== ==============
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
</TABLE>
<PAGE>
NORTHWEST GOLD, INC.
Condensed Statements of Cash Flows
(Unaudited)
Six Months Ended
November 30,
------------------------
1997 1996
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (4,700) $ (6,100)
Adjustments to reconcile
net loss to net cash
used in operating activities:
Increase in accounts
payable - affiliate 4,800 3,500
-------- --------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES 100 (2,600)
-------- --------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 100 (2,600)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 10,400 12,900
-------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 10,500 $ 10,300
======== ========
See accompanying notes to condensed financial statements.
5
<PAGE>
NORTHWEST GOLD, INC.
Notes to Condensed Financial Statements
1) The Condensed Balance Sheet as of November 30, 1997, the Condensed
Statements of Operations for the six months ended November 30, 1997 and 1996,
and the Condensed Statements of Cash Flows for the six months ended November 30,
1997 and 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 November 30, 1997, the results of operations for the six
months ended November 30, 1997 and 1996, and cash flows for the six 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 November 30, 1997 and
1996 are not necessarily indicative of the operating results for the full year.
6
<PAGE>
NORTHWEST GOLD, INC.
Notes to Condensed Financial Statements
(continued)
Item 2. Management's Discussion and Analysis of Financial Condition and Results
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of Operations.
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Liquidity and Capital Resources
The Registrant's working capital decreased during the most recently
completed six months by $4,700. This decrease was a result of an increase of
$4,800 in accounts payable to affiliates which was partially offset by a
increase of $100 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 increase in cash is a result of interest earned on
interest bearing accounts held by the Registrant.
The Registrant anticipates that it will be able to meet its capital
requirements for the remainder of the year ending May 31, 1998 if its affiliates
do not call for the amounts due them. 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 six months or the corresponding period of the prior year. The
Registrant recorded interest revenue of $100 and $200 during the six month
periods ending November 30, 1997 and 1996 respectively on funds held in interest
bearing accounts.
General and administrative costs decreased by $1,500 during the six months
ended November 30, 1997 over the same period of the previous year. This decrease
was primarily in professional services. The registrant paid it audit fees in the
third quarter of fiscal 1998 where it paid the audit fees for fiscal 1997 in the
second quarter ended November 30, 1996.
The Registrant's operations consist primarily of administrative activities
associated with the preparation of reports and documents required by law.
7
<PAGE>
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 November 30,
1997.
8
<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: January 14, 1998 By: /s/ Harold F. Herron
------------------------------
HAROLD F. HERRON,
Chief Executive Officer
Date: January 14, 1998 By: /s/ Robert Scott Lorimer
------------------------------
ROBERT SCOTT LORIMER,
Principal Financial Officer
and Chief Accounting Officer
9
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-31-1998
<PERIOD-END> NOV-30-1997
<CASH> 10,500
<SECURITIES> 15,400
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 25,900
<PP&E> 29,000
<DEPRECIATION> (29,000)
<TOTAL-ASSETS> 27,800
<CURRENT-LIABILITIES> 60,700
<BONDS> 0
0
0
<COMMON> 26,700
<OTHER-SE> (59,100)
<TOTAL-LIABILITY-AND-EQUITY> 27,800
<SALES> 0
<TOTAL-REVENUES> 100
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,800
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,700)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,700)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,700)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
