FORM 10-KSB
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[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, 1998 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
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Commission file number 0-10229
NORTHWEST GOLD, INC.
- --------------------------------------------------------------------------------
(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
- ---------------------------------------- ------------------------
(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 in any
amendment to this Form 10-KSB. [X]
Registrant's revenues for fiscal year 1998 were $400.
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 July 2, 1998
- ------------------------------------- --------------------------
Common Stock, $0.001 par value 26,797,500 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 and oil and gas properties.
(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.
(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 greater 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
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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, 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 engaged in mining or oil exploration and these
statutes and the regulations adopted thereunder presently do not affect it. It
is not anticipated that any 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) The Registrant has no full time employees.
ITEM 2. DESCRIPTION OF PROPERTY
-----------------------
Mineral Properties
- ------------------
The Registrant currently has no mining properties.
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.
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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 July 2, 1998, the Registrant had approximately 1,270 record holders of
its common stock.
(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 1998, the Registrant's liquidity position decreased due to
the decreased valuation of marketable securities of $3,500 and increased amounts
due affiliates of $11,800. Working capital therefore decreased by $14,900 to a
working capital deficit of $44,500 as of May 31, 1998 as compared to a working
capital deficit of $29,600 as of May 31, 1997. Amounts due affiliates increased
by $11,800 as a result of a management fee of $6,000 for administrative,
accounting, legal, geologic, secretarial and other services and $5,800 in
professional services, supplies and other expenses which were paid for the
Registrant by the affiliates.
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 $6,000 accrued 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.
The Registrant has assessed all relationships with third parties and
through consultation therewith, management has determined that all third party
relationships are Year 2000 compatible. Accordingly,
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management believes the Year 2000 issue will not have a material or adverse
effect on the Company's business, results of operations, or financial condition.
RESULTS OF OPERATIONS
Fiscal 1998 as Compared to 1997
Interest revenues earned on cash deposits were $400 for fiscal 1998 as compared
to $300 for fiscal 1997. There were no other revenues recognized during either
fiscal 1998 or 1997.
Expenses during fiscal 1998 increased $2,000 to $11,800 from $9,800 in fiscal
1998. This increase was a result of increases in professional services including
stock transfer services and independent financial statement audit fees. These
increases in expenses were offset by various minor reductions in other expense
accounts.
For fiscal 1998, the Registrant recorded a loss of $11,400 as compared to a loss
of $9,500 for the previous year. This increase is solely due to increased
expenses discussed above. Both fiscal 1998 and 1997 net loss per share, basic
and diluted, were less than $.01 per share.
Fiscal 1997 as Compared to 1996
Revenues earned on cash deposits decreased $100 to $300 for fiscal 1997. There
were no other revenues recognized during either fiscal 1997 or 1996 other than
interest earned on cash deposited in interest bearing accounts.
Expenses during fiscal 1997 decreased by $700 to $9,800 from $10,500 in fiscal
1996. This decrease was a result primarily of decreases in professional
services, $800 due to decreased fees for stock transfer services and independent
financial statement audit fees. These decreases in expenses were offset by
various minor increases in other expense accounts.
ITEM 7. FINANCIAL STATEMENTS
--------------------
Financial statements meeting the requirements of Regulation S-B follow.
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Report of Independent Public Accountants
----------------------------------------
To the Shareholders of Northwest Gold, Inc.:
We have audited the accompanying balance sheet of NORTHWEST GOLD, INC. (a
Wyoming corporation) as of May 31, 1998, and the related statements of
operations, shareholders' deficit and cash flows for each of the two years ended
May 31, 1998. 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, 1998, and the results of its operations and its cash flows for each of the
two years ended May 31, 1998, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note A to the
financial statements, the Company has experienced 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.
ARTHUR ANDERSEN LLP
Denver, Colorado,
July 2, 1998
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NORTHWEST GOLD, INC.
BALANCE SHEET
May 31, 1998
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 10,800
Marketable equity securities (Note C) 11,900
------
22,700
------
PROPERTY AND EQUIPMENT, at cost (Note B):
Exploration equipment 29,000
Less: accumulated depreciation (29,000)
-------
--
-----
OTHER ASSETS 1,900
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$ 24,600
========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable - affiliates $ 67,200
SHAREHOLDERS' DEFICIT:
Common stock, $.001 par value,
50,000,000 shares authorized, 26,800
26,797,500 shares issued and outstanding,
Additional paid-in capital 1,788,600
Accumulated deficit (1,863,700)
Unrealized holding gain on marketable
equity securities (Note C) 5,700
-----
(42,600)
-------
$ 24,600
========
The accompanying notes to financial statements are an integral
part of this balance sheet.
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NORTHWEST GOLD, INC.
STATEMENTS OF OPERATIONS
Year Ended May 31,
------------------
1998 1997
---- ----
REVENUES:
Interest $ 400 $ 300
COSTS AND EXPENSES:
General and administrative 11,800 9,800
------ -----
NET LOSS $(11,400) $ (9,500)
======== =========
NET LOSS PER SHARE, BASIC AND DILUTED $ * $ *
========== =========
BASIC 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 these
statements.
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NORTHWEST GOLD, INC.
STATEMENT OF SHAREHOLDERS' DEFICIT
<TABLE>
<CAPTION>
Unrealized
Holding
Additional Loss On Total
Common Stock Paid-in Accumulated Marketable Shareholders'
------------
Shares Amount Capital Deficit Equity Securities Deficit
------ ------ ------- ------- ----------------- -------
<S> <C> <C> <C> <C> <C> <C>
Balance, May 31, 1996 26,797,500 $ 26,800 $ 1,788,600 $(1,842,800) $ 32,500 $ 5,100
Net loss -- -- -- (9,500) -- (9,500)
Net unrealized holding
loss on marketable
equity securities -- -- -- -- (23,300) (23,300)
---------- ------- ---------- ----------- -------- --------
Balance, May 31, 1997 26,797,500 26,800 1,788,600 (1,852,300) 9,200 (27,700)
Net loss -- -- -- (11,400) -- (11,400)
Net unrealized holding
loss on marketable
equity securities -- -- -- -- (3,500) (3,500)
---------- ------ ---------- ---------- ------- -------
Balance, May 31, 1998 26,797,500 $26,800 $ 1,788,600 $(1,863,700) $ 5,700 $ (42,600)
========== ======= =========== =========== ======== =========
The accompanying notes to financial statements are an integral part of these
statements.
</TABLE>
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NORTHWEST GOLD, INC.
STATEMENTS OF CASH FLOWS
Year Ended May 31,
------------------
1998 1997
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(11,400) $ (9,500)
Adjustments to reconcile net loss
to net cash provided by (used in)
operating activities:
Increase in accounts
payable - affiliate 11,800 7,000
------ -----
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES 400 (2,500)
--- ------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 400 (2,500)
--- ------
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 10,400 12,900
------ ------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 10,800 $ 10,400
======== ========
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Unrealized loss on marketable
equity securities $ (3,500) $(23,300)
======== ========
No interest or income taxes were paid in the years
ended May 31, 1998 and 1997
The accompanying notes to financial statements are an integral part of these
statements.
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NORTHWEST GOLD, INC.
NOTES TO FINANCIAL STATEMENTS
May 31, 1998
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 1999. 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.
Marketable Equity Securities
Based on the provisions of Statement of Financial Accounting Standards
("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 net unrealized holding gains and losses excluded from earnings
and reported as a separate component of shareholders' equity until realized.
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NORTHWEST GOLD, INC.
NOTES TO FINANCIAL STATEMENTS
May 31, 1998
(continued)
Net Loss Per Share, Basic and Diluted
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 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 and liabilities
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.
C. MARKETABLE EQUITY SECURITIES AND RELATED PARTY TRANSACTIONS:
U.S. Energy Corp., an 8% shareholder, and its subsidiary, 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, 1998
------------
Fair
Market
Cost Value
---- -----
U.S. Energy Corp. $ 4,100 $ 10,400
Crested Corp. 2,100 1,500
----- -----
$ 6,200 $ 11,900
======== ========
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NORTHWEST GOLD, INC.
NOTES TO FINANCIAL STATEMENTS
May 31, 1998
(continued)
The aggregate fair market value of the marketable equity securities
decreased $3,500 from June 1, 1997 to May 31, 1998. The net aggregate unrealized
holding gain on investments at May 31, 1998 was $5,700.
D. INCOME TAXES
There were no taxes currently payable at May 31, 1998.
The Company's effective income tax was different than the statutory
federal income tax because the Company recognized no benefit for its tax losses.
The following table reconciles the Company's effective income taxes and
statutory federal income taxes:
May 31,
-------
1998 1997
---- ----
Federal income tax benefit
at statutory rates $ (3,900) $ (3,200)
Less valuation allowance 3,900 3,200
----- -----
Effective tax $ -- $ --
========= =========
As of May 31, 1998, the Company had net operating loss ("NOL")
carryforwards available of approximately $591,200 which will expire beginning in
1999 through 2013.
The components of deferred taxes as of May 31, 1998 are as follows:
Deferred tax assets:
Tax effect of NOL carryforwards $ 201,000
Less valuation allowance (201,000)
--------
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 deferred tax asset
and the related valuation allowance decreased approximately $213,400 from May
31, 1997 due to the expiration of 1982 NOL's.
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ITEM 8. CHANGES IN AND 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 45 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.
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 had
been president of The Brunton Company ("Brunton"), formerly a wholly-owned USE
subsidiary which was sold in February 1996, for more than five years. 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.
(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.
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(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, 1997 through May 31, 1998, to file on a timely basis the reports
required by Section 16(a) of the Exchange Act.
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 two years ended
May 31, 1998, to the chief executive officer:
SUMMARY COMPENSATION TABLE(i)(ii)
Annual Compensation
Name and Principal Position Year Salary Bonus
- --------------------------- ---- ------ -----
Harold F. Herron, CEO 1998 -0- -0-
1997 -0- -0-
(i) During fiscal 1998 no cash compensation was paid to the Registrant's
executive officers.
(ii) The Registrant's principle shareholder USE, and USE's subsidiary,
Crested, provide the management and administrative services for the Registrant
in exchange for a monthly management fee of $500.
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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 prior directors 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 1999.
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.
(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 of 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.
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<PAGE>
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.
(b) Security Ownership of Management.
The following table shows, as of July 2, 1998, 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) 9.6%
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.
17
<PAGE>
(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, 1997, 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.
(c) Principle Shareholder Ownership.
USE is the principle shareholder 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.
18
<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 , 1998 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 , 1998 By: s/ Harold F. Herron
--------------------------------------
HAROLD F. HERRON, Director
Date: August , 1998 By: s/ Robert Scott Lorimer
-------------------------------------
ROBERT SCOTT LORIMER,
Principal Financial Officer and Chief
Accounting Officer
19
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Annual Report for Northwest Gold, Inc.
</LEGEND>
<CIK> 0000352447
<NAME> Northwest Gold, Inc.
<MULTIPLIER> 1
<CURRENCY> 0
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAY-31-1998
<PERIOD-START> JUN-01-1997
<PERIOD-END> MAY-31-1998
<EXCHANGE-RATE> 1
<CASH> 10,800
<SECURITIES> 11,900
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 22,700
<PP&E> 29,000
<DEPRECIATION> 29,000
<TOTAL-ASSETS> 24,600
<CURRENT-LIABILITIES> 67,200
<BONDS> 0
0
0
<COMMON> 26,800
<OTHER-SE> (69,400)
<TOTAL-LIABILITY-AND-EQUITY> 24,600
<SALES> 0
<TOTAL-REVENUES> 400
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 11,800
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (11,400)
<INCOME-TAX> 0
<INCOME-CONTINUING> (11,400)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11,400)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
