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, 1999 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)
Check 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 April 3, 1999
- ----------------------------- ---------------------------------
Common stock, $.001 par value 26,797,500 Shares
Transitional Small Business Disclosure Format (Check One)
Yes NO X
1
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NORTHWEST GOLD, INC.
Index
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Balance Sheet -- February 28, 1999............................3
Condensed Statements of Operations -- Three and Nine Months
Ended February 28, 1999 and February 28, 1998.........................4
Condensed Statements of Cash Flows for the Nine
Months Ended February 28, 1999 and February 28, 1998...................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, 1999
(Unaudited)
<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and temporary cash investments $ 11,200
Marketable securities 11,900
----------
TOTAL CURRENT ASSETS 23,100
PROPERTY AND EQUIPMENT, at cost 29,000
Less accumulated depreciation (29,000)
----------
-0-
OTHER ASSETS 1,900
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$ 25,000
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - affiliates $ 78,000
SHAREHOLDERS' EQUITY
Common stock, $0.001 par value;
authorized, 50,000,000 shares;
issued and outstanding,
26,797,500 26,800
Additional paid-in capital 1,788,600
Accumulated deficit (1,874,100)
Unrealized holding gain on
marketable equity securities 5,700
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(53,000)
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$ 25,000
==========
</TABLE>
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 28, February 28,
----------------------- --------------------
1999 1998 1999 1998
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<TABLE>
<S> <C> <C> <C> <C>
REVENUES:
Interest $ 100 $ 200 $ 400 $ 300
COSTS AND EXPENSES:
General and
administrative 1,900 5,500 10,800 10,300
-------- ------- -------- --------
NET INCOME (LOSS) $ (1,800) $ (5,300) $(10,400) $(10,000)
======== ======= ======== ========
INCOME (LOSS)
PER SHARE $ * $ * $ * $ *
======== ======= ======== =======
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 26,797,500 26,797,500 26,797,500 26,797,500
========== ========== ========== ==========
</TABLE>
* 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,
---------------------------
1999 1998
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<TABLE>
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (10,400) $ (10,000)
Adjustments to reconcile
net loss to net cash
used in operating activities:
Increase in accounts
payable - affiliate 10,800 10,200
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NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 400 200
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 10,800 10,400
------- -------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 11,200 $ 10,600
======= =======
</TABLE>
See accompanying notes to condensed financial statements.
5
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NORTHWEST GOLD, INC.
Notes to Condensed Financial Statements
(continued)
NORTHWEST GOLD, INC.
Notes to Condensed Financial Statements
1) The Condensed Balance Sheet as of February 28, 1999, the Condensed
Statements of Operations for the three months and nine months ended February 28,
1999 and February 28, 1998, and the Condensed Statements of Cash Flows for the
nine months ended February 28, 1999 and February 28, 1998 have been prepared by
the Company without audit. In the opinion of the Company, the accompanying
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to fairly present the financial position of the
Company as of February 28, 1999, the results of operations for the three months
and nine months ended February 28, 1999 and February 28, 1998, 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 Company's May 31, 1998 Form 10-KSB/A.
3) The results of operations for the periods ended February 28, 1999 and
February 28, 1998 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 Company's liquidity position decreased during the most recently
completed nine month period. The working capital deficit increased by $10,400 as
a result of an increase of $10,800 in accounts payable to an affiliate, USECB
Joint Venture, ("USECC") which was offset by a net increase in cash of $400.
Cash increased as a result of interest earned on monies held in interest bearing
accounts.
The Company anticipates that it will be able to meet its capital
requirements for the remainder of the year ending May 31, 1999 with the
exception of repayment of debt to USECC. However the Company must secure
drilling or construction contracts and negotiate payment terms with USECC in
order to continue operating long-term.
Results of Operations
The Company had no revenues from operations during the three months or nine
months ended February 28, 1999 and 1998. The Company did however, recognize $400
and $300 in interest income during the nine months ended February 28, 1999 and
February 28, 1998 respectively.
General and administrative costs increased by $500 for the nine months
ended February 28, 1999 and decreased by $3,600 for the three months ended
February 28, 1999, in each case compared to the corresponding periods in 1998.
The increase for the nine month period was due to increased professional fees
for audits performed by the Company's independent accountant and the decrease
for the three month period was due to the timing of professional fees paid to
the Company's independent accountant.
The Company's operations consist primarily of administrative activities
associated with the preparation of reports and documents required by law.
Continuing losses increased the accumulated deficit by $10,400 from May 31,
1998.
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 Company on
Form 8-K for the quarter ended February 28, 1999.
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, 1999 By: s/ Harold F. Herron
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HAROLD F. HERRON,
Chief Executive Officer
Date: April 9, 1999 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>
(Replace this text with the legend)
</LEGEND>
<CIK> 0000352447
<NAME> NWG Inc.
<MULTIPLIER> 1
<CURRENCY> no
<S> <C>
<PERIOD-TYPE> 9-mos
<FISCAL-YEAR-END> May-31-1999
<PERIOD-START> Jun-01-1998
<PERIOD-END> Feb-28-1999
<EXCHANGE-RATE> 1
<CASH> 23,100
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 23,100
<PP&E> 29,000
<DEPRECIATION> 29,000
<TOTAL-ASSETS> 25,000
<CURRENT-LIABILITIES> 78,000
<BONDS> 0
0
0
<COMMON> 26,800
<OTHER-SE> (79,800)
<TOTAL-LIABILITY-AND-EQUITY> 25,000
<SALES> 0
<TOTAL-REVENUES> 400
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,800
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (10,400)
<INCOME-TAX> 0
<INCOME-CONTINUING> (10,400)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,400)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
