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,
2000 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
Commission file number 0-10229
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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, including area code: (307) 856-9271
-------------------
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 1999 were $500.
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 28, 2000
------------------------------ ----------------------------
Common Stock, $0.001 par value 7,809,794 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)(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)(2) 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)(3) 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)(4) The Registrant's business is not dependent upon the supply of raw
materials.
(b)(5) 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)(6) 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)(7) 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 quality, hazardous
waste, etc.; (ii) mine safety and OSHA generally; (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).
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The Registrant presently has no operations requiring government approval,
and no applications for any approval are pending or planned at date of filing.
(b)(8) 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)(9) 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)(10) 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)(11) 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
---------------------------------------------------
A meeting of shareholders was held at the U.S. Energy Corp. offices at 877
N. 8th W., Riverton, WY on Monday, May 22, 2000 commencing at 11:00 a.m. Total
number of shares is 32,444,460 (324,445 post split).
Proposal No. 1: Election of three directors including, John L. Larsen,
Harold F. Herron and Robert A. Nicholas was unanimously voted for.
3
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Proposal No. 2: Reverse stock split, approve the reverse split of the
common stock on a 1 for 100 basis by amending the Articles of Incorporation.
For: 32,068,823 (320,688 post split) Against: 333,887 (3,339 post split)
Proposal No. 3: Increase authorized stock, approve amending the Articles of
Incorporation to increase the number of shares of common stock which the
corporation is authorized to issue, from the current number (50 million) to 200
million. For: 32,104,447 (321,644 post split) Against: 259,233 (2,592 post
split)
Proposal No. 4: Eliminate personal liability of directors, approve amending
the Articles of Incorporation to eliminate the personal liability of the
directors to the Company and its shareholders under certain circumstances. For:
32,078,393 (320,784 post split) Against: 287,087 (2,871 post split)
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 August 6, 1999, 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 the year ended May 31, 2000 the Company's working capital increased
from a working capital deficit of $68,300 to working capital of $11,100. This
increase came as a result of the Company retiring all of its debt to its parent
U.S. Energy Corp. ("USE") by issuing shares of its common stock to USE.
Commitments for the Company's cash resources include its ongoing general
administrative expenses and a management fee of $500 per month to a partnership
between USE and its affiliate Crested Corp., USECC Joint Venture. ("USECC")
4
<PAGE>
Sources of working capital are cash on hand and cash invested in interest
bearing accounts. It is anticipated that the Company will not have any capital
expenditures during fiscal 2001. The Company would need additional capital to
acquire and develop new properties, and continue operating long-term. Sources of
capital could come from either liquidation of investment assets or equipment. No
assurance can be given that such events will occur.
During a Special Meeting of the Shareholders during the fourth quarter of
fiscal 2000, the shareholders authorized a reverse stock split on a 100 for 1
basis. This reverse stock split reduced the number of outstanding shares of the
Company's common stock to 267,975 shares. Also, during fiscal 2000, the Company
issued 7,541,819 shares of common stock to retire $96,300 of debt to USE which
retired all debt to USE or its affiliates. At the conclusion of the stock for
debt transactions USE owns 96.8% of the outstanding shares of the Company at May
31, 2000 as compared to 7.6% at May 31, 1999.
RESULTS OF OPERATIONS
Fiscal 2000 Compared with Fiscal 1999
The Company had no revenues from operations during the years ended May 31, 2000
and May 31, 1999. The Company did, however, record $500 in interest income
earned on monies held in interest bearing accounts during the years ended May
31, 2000 and May 31, 1999.
General and administrative costs increased by $5,100 during fiscal 2000 from
fiscal 1999. This increase in general and administrative expenses is due
primarily to an increase in the cost of professional services for the annual
Shareholders meeting and reverse stock split.
The Company's operations consist primarily of administrative activities
associated with the preparation of various reports and documents as required by
law.
Operations resulted in losses of $17,000 and $11,900 during the years ended May
31, 2000 and May 31, 1999, respectively.
ITEM 7. FINANCIAL STATEMENTS
--------------------
Financial statements meeting the requirements of Regulation S-B follow.
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Report of Independent Public Accountants
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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, 2000, and the related statements of
operations, shareholders' deficit and cash flows for each of the two years in
the period ended May 31, 2000. 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 auditing standards generally accepted
in the United States. 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, 2000, and the results of its operations and its cash flows for each of the
two years in the period ended May 31, 2000, in conformity with accounting
principles generally accepted in the United States.
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 suffered 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,
June 29, 2000
6
<PAGE>
NORTHWEST GOLD, INC.
BALANCE SHEET
May 31, 2000
ASSETS
<TABLE>
<S> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 11,700
INVESTMENTS (Notes B and C) 5,300
PROPERTY AND EQUIPMENT, at cost (Note B):
Exploration equipment 29,000
Less: accumulated depreciation (29,000)
----------
--
----------
OTHER ASSETS 1,800
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$ 18,800
==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable - directors $ 600
SHAREHOLDERS' DEFICIT:
Common stock, $.001 par value,
Unlimited shares authorized,
7,809,794 shares issued and outstanding 7,800
Additional paid-in capital 1,903,900
Accumulated deficit (1,892,600)
Accumulated other comprehensive loss (Note C) (900)
----------
18,200
----------
$ 18,800
==========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
7
<PAGE>
NORTHWEST GOLD, INC.
STATEMENTS OF OPERATIONS
Year Ended May 31,
-------------------------------
2000 1999
---- ----
<TABLE>
<S> <C> <C>
REVENUES:
Interest $ 500 $ 500
COSTS AND EXPENSES:
General and administrative 17,500 12,400
--------- ---------
NET LOSS $ (17,000) $ (11,900)
========= =========
NET LOSS PER SHARE, BASIC AND DILUTED $ (.04) $ (.05)
========= =========
BASIC AND DILUTED WEIGHTED AVERAGE SHARES
OUTSTANDING 391,934 267,975
========= =========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
8
<PAGE>
NORTHWEST GOLD, INC.
<TABLE>
STATEMENT OF SHAREHOLDERS' DEFICIT
Additional Accumulated Total
Common Stock Paid-in Comprehensive Accumulated Other Comprehensive Shareholders
Shares Amount Capital Loss Deficit Income (Loss) Deficit
------ ------ ------- ---- ------- ------------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, May 31, 1998 267,975 $ 300 $1,815,100 $(1,863,700) $ 5,700 $(42,600)
Comprehensive Income:
Net Loss -- -- -- $(11,900) (11,900) -- (11,900)
Other Comprehensive Loss:
Unrealized holding
loss on investments -- -- -- (4,100) -- (4,100) (4,100)
--------
Comprehensive Loss -- -- -- $(16,000) -- -- --
--------- ------ --------- -------- ---------- ------- --------
Balance, May 31, 1999 267,975 300 1,815,100 (1,875,600) 1,600 (58,600)
Issuance of shares to retire
debts to affiliates 7,541,819 7,500 88,800 96,300
Other Comprehensive Loss:
Net Loss (17,000) (17,000) (17,000)
Unrealized holding
loss on investments (2,500) (2,500) (2,500)
-------
Comprehensive Loss $(19,500)
--------- ------ --------- ======== ----------- ------- ---------
Balance, May 31, 2000 7,809,794 $ 7,800 $1,903,900 $(1,892,600) $ (900) $ 18,200
========= ====== ========= =========== ======= ========
The accompanying notes to financial statements are an integral part of these statements.
9
</TABLE>
<PAGE>
NORTHWEST GOLD, INC.
STATEMENTS OF CASH FLOWS
Year Ended May 31,
------------------------------
2000 1999
---- ----
<TABLE>
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(17,000) $(11,900)
Adjustments to reconcile net loss
to net cash provided by
operating activities:
Increase in accounts
payable - affiliate 17,400 12,400
-------- --------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 400 500
-------- --------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 400 500
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 11,300 10,800
-------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 11,700 $ 11,300
======== ========
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Unrealized loss on marketable
equity securities $ (2,500) $ (4,100)
======== ========
Issuance of common stock
to pay off indebtedness $ 96,300 $ --
======== ========
</TABLE>
No interest or income taxes were paid in the years ended
May 31, 2000 and 1999
The accompanying notes to financial statements
are an integral part of these statements.
10
<PAGE>
NORTHWEST GOLD, INC.
NOTES TO FINANCIAL STATEMENTS
May 31, 2000
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 expected to again exceed interest income
in 2001. Management continue 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 accounting
principles generally accepted in the United States 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 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 comprehensive income until realized.
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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. Weighted average number of shares
outstanding at May 31, 1999 have been restated to reflect the reverse stock
split of 100 to 1 which occurred during fiscal 2000.
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.
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., a 96.8% 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, 2000
-------------------------
<TABLE>
<S> <C> <C>
Fair
Market
Cost Value
------ ------
U.S. Energy Corp. $4,100 $4,700
Crested Corp. 2,100 600
----- -----
$6,200 $5,300
===== =====
</TABLE>
The aggregate fair market value of the marketable equity securities
decreased $2,500 from June 1, 1999 to May 31, 2000. The net aggregate unrealized
holding loss on investments at May 31, 2000 was $900.
D. SHAREHOLDERS' EQUITY
During a Special Meeting of the Shareholders during the fourth quarter of
fiscal 2000, the shareholders authorized a reverse stock split on a 100 for 1
basis. This reverse stock split reduced the number of outstanding shares of the
Company's common stock to 267,975 shares. Also during fiscal 2000, the Company
issued 7,541,819 shares of common stock to retire $96,300 of debt to USE which
retired all debt to USE or its affiliates. At the conclusion of the stock for
debt transactions USE owns 96.8% of the outstanding shares of the Company at May
31, 2000 as compared to 7.6% at May 31, 1999
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E. INCOME TAXES
There were no taxes currently payable at May 31, 2000.
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,
-------------------------
2000 1999
-------- --------
Federal income tax benefit
at statutory rates $ (5,800) $ (4,000)
Less: valuation allowance 5,800 4,000
-------- --------
Effective tax $ -- $ --
======== ========
As of May 31, 2000, the Company had net operating loss ("NOL")
carryforwards available of approximately $371,200 which began to expire
beginning in 1998 and will continue through 2015.
The components of deferred taxes as of May 31, 2000 are as follows:
Deferred tax assets:
Tax effect of NOL carryforwards $ 126,200
Less valuation allowance (126,200)
--------
Net deferred tax asset $ --
========
The Company has established a valuation allowance for the full amount of
the NOL carryforwards because, in its present non-operating state, the Company's
ability to generate future taxable income is uncertain. The deferred tax asset
and the related valuation allowance decreased approximately $34,800 from May 31,
1999 due to the expiration of 1984 NOL's.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
-------------------------------------------------------------------
FINANCIAL DISCLOSURE
---------------------
Not applicable.
13
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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
---- --- -------------------
John L. Larsen 68 Director since February 2000,
chairman of the board of directors and CEO
of U.S. Energy Corp.
Harold F. Herron 46 Chief Executive Officer since April 1996;
Secretary, Treasurer and Director since
September 1980
Robert A. Nicholas 42 Director since November 18, 1999.
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, 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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<PAGE>
(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, 1999 through May 31, 2000, 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, 2000, to the chief executive officer:
SUMMARY COMPENSATION TABLE(i)(ii)
Annual Compensation
Name and Principal Position Year Salary Bonus
--------------------------- ---- ------ -----
Harold F. Herron, CEO 2000 -0- -0-
1999 -0- -0-
(i) During fiscal 2000 no cash compensation was paid to the Registrant's
executive officers. The Registrant did accrue $200 per director for a total of
$600 to be paid after May 31, 2000.
(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 2001.
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.
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<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
---------------------------------------------------------------
(a) Security Ownership of Certain Beneficial Owners.
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. 7,562,219(1) 96.8%
$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 11, 2000, 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.
<TABLE>
<S> <C> <C> <C>
Amount and
Nature of Percent
Beneficial of
Name of Director Title of Class Ownership (1) Class(2)
---------------- -------------- ------------- -------
Harold F. Herron Northwest Gold, Inc. 7,567,794(3) 97%
3425 Riverside Drive common stock, $.001
Riverton, WY 82501 par value
All officers and Northwest Gold, Inc. 7,567,794(3) 97%
directors as a group common stock, $.001
(one person) par value
</TABLE>
*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 7,562,219 shares held by USE, over which Mr Herron exercises shared
voting and dispositive powers as a director of USE.
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<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, 1999, 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: July 28, 2000 By: /s/ Harold F. Heron
----------------------------
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: July 28, 2000 By: /s/ Harold F. Herron
----------------------------
HAROLD F. HERRON, Director
Date: July 28, 2000 By: /s/ John L. Larsen
----------------------------
John L. Larsen, Director
Date: July 28, 2000 By: /s/ Robert A. Nicholas
----------------------------
Robert A. Nicholas, Director
Date: July 28, 2000 By: /s/ Robert Scott Lorimer
----------------------------
ROBERT SCOTT LORIMER,
Principal Financial Officer
and Chief Accounting Officer
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