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 29, 2000 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 Company 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)
Company's telephone Number: (307) 856-9271
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NONE
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the Company: (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 Company 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 12, 2000
- ----------------------------- -----------------------------
Common stock, $.001 par value 50,000,000 Shares
Transitional Small Business Disclosure Format (Check One)
Yes NO X
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NORTHWEST GOLD, INC.
Index
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Balance Sheet -- February 29, 2000..............................3
Condensed Statements of Operations -- Three and Nine Months
Ended February 29, 2000 and February 28, 1999........................4
Condensed Statements of Cash Flows for the Nine
Months Ended February 29, 2000 and February 28, 1999................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 29, 2000
(Unaudited)
ASSETS
<TABLE>
<S> <C>
CURRENT ASSETS
Cash and temporary cash investments $ 11,600
Investments 7,800
PROPERTY AND EQUIPMENT, at cost 29,000
Less accumulated depreciation (29,000)
----------
-0-
OTHER ASSETS 1,900
----------
$ 21,300
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - affiliates $ 65,500
SHAREHOLDERS' EQUITY
Common stock, $0.001 par value;
authorized, 50,000,000 shares;
issued and outstanding,
50,000,000 50,000
Additional paid-in capital 1,788,700
Accumulated deficit (1,884,500)
Unrealized holding gain on
marketable equity securities 1,600
----------
(44,200)
----------
$ 21,300
==========
</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 29 and 28, February 29 and 28,
-------------------- -------------------
2000 1999 2000 1999
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<TABLE>
<S> <C> <C> <C> <C>
REVENUES:
Interest $ 100 $ 100 $ 400 $ 400
COSTS AND EXPENSES:
General and
administrative 2,500 1,900 9,300 10,800
---------- ---------- ---------- ----------
NET INCOME (LOSS) $ (2,400) $ (1,800) $ (8,900) $ (10,400)
========== ========== ========== ==========
INCOME (LOSS)
PER SHARE $ * $ * $ * $ *
========== ========== ========== ==========
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 50,000,000 26,797,500 34,412,824 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 29 and 28,
----------------------
2000 1999
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<TABLE>
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (8,900) $ (10,400)
Adjustments to reconcile net loss
to net cash used in
operating activities:
(Decrease) Increase in
accounts payable (14,100) 10,800
--------- ---------
CASH (USED IN) PROVIDED BY
OPERATING ACTIVITIES (23,000) 400
CASH FLOWS FROM FINANCIAL ACTIVITIES:
Reduction of debt to affiliates
from the issuance of common stock 23,300 --
--------- ---------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 300 400
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 11,300 10,800
--------- ---------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 11,600 $ 11,200
========= =========
</TABLE>
See accompanying notes to condensed financial statements.
5
<PAGE>
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 29, 2000, the Condensed
Statements of Operations for the three months and nine months ended February 29,
2000 and February 28, 1999, and the Condensed Statements of Cash Flows for the
nine months ended February 29, 2000 and February 28, 1999 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 29, 2000, the results of operations for the three months
and nine months ended February 29, 2000 and February 28, 1999, 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, 1999 Form 10-KSB/A.
3) The results of operations for the periods ended February 29, 2000 and
February 28, 1999 are not necessarily indicative of the operating results for
the full year.
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Liquidity and Capital Resources
During the nine months ended February 29, 2000, the Company reached an
agreement with its parent company, U.S. Energy Corp. ("USE") to retire $23,200
in debt by issuance of 23,202,500 shares of its common stock. The retirement of
this debt resulted in an increase in working capital of $14,400 for the nine
months ended February 29, 2000.
The Company has a shareholders meeting scheduled for May 22, 2000. There
are several proposals including a reverse stock split on a 100 to 1 basis and an
additional proposal to increase the number of authorized shares to 200,000,000
from the current 50,000,000 shares. Should these proposals pass by vote of the
shareholders, the Company has agreed with USE to retire the balance of the debt
by issuing additional shares of its common stock to USE.
If these events occur the Company anticipates that it will be able to meet
its capital requirements for the remainder of the year ending May 31, 2000 in
order to continue to operate long term the Company will need to become involved
in a cash generating business.
Results of Operations
The Company had no revenues from operations during the three months or nine
months ended February 29, 2000 and February 28, 1999. The Company did however,
recognize $400 in interest income during the nine months ended February 29,
2000. and February 28, 1999.
General and administrative costs decreased by $1,500 for the nine months
ended February 29, 2000 and increased by $600 for the three months ended
February 29, 2000, in each case compared to the corresponding periods in 1999.
The decrease for the nine month period was due to decreased professional fees
for audits performed by the Company's independent accountant and the increase
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 $8,900 from May 31, 1999.
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 29, 2000.
7
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, hereunto duly authorized.
NORTHWEST GOLD, INC.
(Company)
Date: April 12, 2000 By:
----------------------------
HAROLD F. HERRON,
Chief Executive Officer
Date: April 12, 2000 By:
----------------------------
ROBERT SCOTT LORIMER,
Principal Financial Officer
and Chief Accounting Officer
8
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAY-31-2000
<PERIOD-END> FEB-29-2000
<CASH> 11,600
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11,600
<PP&E> 29,000
<DEPRECIATION> 29,000
<TOTAL-ASSETS> 21,300
<CURRENT-LIABILITIES> 65,500
<BONDS> 0
0
0
<COMMON> 50,000
<OTHER-SE> (94,200)
<TOTAL-LIABILITY-AND-EQUITY> 21,300
<SALES> 0
<TOTAL-REVENUES> 400
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9,300
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (8,900)
<INCOME-TAX> 0
<INCOME-CONTINUING> (8,900)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,900)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
