SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10QSB
Quarterly Report under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended Commission File Number
- ------------------ -----------------------
June 30, 1999 0-12139
COLORADO GOLD & SILVER, INC.
----------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 82-0379959
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(State of incorporation) (I.R.S. Employer
Identification No.)
c/o 10200 W. 44th Ave., #400, Wheat Ridge, CO 80033
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 422-8127
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 the filing
requirements for at least the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
100,000,000 common shares as of June 30, 1999
<PAGE>
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
COLORADO GOLD & SILVER, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED BALANCE SHEET FOR THE PERIOD ENDED MARCH 31, 1999
June 30, March 31,
ASSETS 1999 1999
<S> <C> <C>
Current Assets
Cash $ 488 $ -
Accounts Receivable
Inventories
Related Party Receivable
-------------- -------------
Total Current Assets 488 -
Property, Plant & Equipment
Property, Plant & Equipment
Less Accumulated Depreciation
-------------- -------------
Net Property, Plant & Equipment - -
Other Assets
Deposits
Investment in Joint Venture
Organization costs
Accum Amort Organization costs
-------------- -------------
Total Other Assets - -
============== =============
TOTAL ASSETS $ 488 $ -
============== =============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts Payable $ 360,058 $ 360,058
Other Payables 390,000 390,000
Shareholder Advances - 100,000
-------------- -------------
Total Current Liabilities 750,058 850,058
Long Term Liabilities
Long Term Debt 50,000
Accd Interest Payable -
Accd salary payable
Related Party Note 75,000 -
-------------- -------------
125,000 -
-------------- -------------
Total Liabilities 875,058 850,058
Stockholder's Equity Common stock, no par value
100,000,000 shares authorized,
100,000,000 issued at June 30,
1999, and 64,217,400 issued at
June 30, 1998. 2,714,603 2,714,603
Paid in Capital
Retained Earnings (Deficit) (3,589,173) (3,564,661)
-------------- -------------
Total Stockholder's Equity (874,570) (850,058)
============== =============
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 488 $ -
============== =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COLORADO GOLD & SILVER, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30,
1999 1998
<S> <C> <C>
REVENUES
Operating Revenues
--------------- ---------------
TOTAL REVENUES - -
COST OF GOODS SOLD
Cost of Sales
--------------- ---------------
TOTAL COST OF GOODS SOLD - -
OPERATING COSTS
Advertising & Marketing
Amortization & Depreciation
Legal & Professional 24,500
Research & Development
General & Administrative 12
--------------- ---------------
TOTAL OPERATING COSTS 24,512 -
OTHER INCOME (EXPENSE)
Interest Income
Other Income
Loss on China Investment
Interest Expense
--------------- ---------------
TOTAL OTHER INCOME (EXPENSE) - -
NET INCOME (LOSS) $ (24,512) $ -
=============== ===============
Net Loss per Share (0.00) -
Weighted Average Common Shares 100,000,000 64,217,400
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COLORADO GOLD & SILVER, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
For the Period from March 31, 1999 to June 30, 1999
Common Stock $ Accumulated Total
No./shares Amount Deficit
-------------- ------------ ---------- ---------
<S> <C> <C> <C> <C>
Balance at June 30, 1999 100,000,000 2,714,603 (3,564,661) (850,058)
Net loss for the period
ended June 30, 1999 - - (24,512) (24,512)
----------- ---------- ---------- ---------
Balance at December 31,
1996 100,000,000 2,714,603 (3,589,173) (874,570)
=========== ========== ========== =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COLORADO GOLD & SILVER, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED JUNE 30,
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net Loss $ (24,512)
Adjustments to reconcile net loss to
cash used in operating activities:
Depreciation
Loss on China Investment
(Increase) Decrease in current assets
Increase (Decrease) in current liabilities
(Increase) Decrease in other assets
------------- --------------
NET CASH PROVIDED (USED) BY (24,512) -
OPERATING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES
(Purchase) Sale of property and equipment
Increase (Decrease) in notes payable 25,000
Capital received
------------- --------------
NET CASH FLOWS FROM INVESTING ACTIVITIES 25,000 -
NET INCREASE (DECREASE) IN CASH 488 -
CASH AT BEGINNING OF PERIOD -
CASH AT END OF PERIOD $ 488 $ -
============= ==============
</TABLE>
<PAGE>
COLORADO GOLD & SILVER, INC.
(A Development Stage Company)
Notes to Financial Statements
Note I - Organization and Summary of Significant Accounting Policies:
Colorado Gold & Silver, Inc. (the Company) was incorporated under the laws of
the State of Colorado on March 3, 1980. The Company was organized for the
principal purpose of engaging in the business of acquiring, exploring, and if
warranted, developing mineral prospects. Activities through March 31, 1992,
during which time the Company was in the exploration stage (a development stage
company as defined by Statement of Financial Accounting Standards No. 7),
consisted principally of organizational activities, including the sale of shares
of its common stock, and the acquisition, evaluation, exploration and
development of certain mineral properties for future production. Certain of
these properties were acquired from certain of the Company's officers and
directors.
Cash and Cash Equivalents:
For purposes of the Statement of Cash Flows, the Company considers demand
deposits and all highly liquid-debt investments purchased with a maturity of
three months or less to be cash equivalents.
Net (Loss) Per Share:
The net (loss) per common share has been computed on the basis of the weighted
average number of shares of common stock outstanding during the period
(100,000,000).
Note 2 - Going-Concern consideration:
As shown in the financial statements, the Company incurred a net loss of $24,512
during the period and as of June 30, 1999 the Company's current liabilities
exceeded its current assets by $874,570. Recent Capital requirements of the
Company have been provided a loan. These factors indicate that the Company may
be unable to continue in existence without future working capital and future
profitable operations. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts or
the amounts and classification of liabilities that might be necessary should the
Company be unable to continue in existence.
Accrued officer salary in the amounts of $390,000 represents salary due Mr. M.
Coke Reeves for services performed through March 31, 1999. An agreement was
reached on April 20, 1999 between Coke Reeves and the Board of Directors to
forgive the $390,000 accrued salary after the common share price of the Company
on the OTC Bulletin Board had averaged $3.00 per share for thirty (30)
<PAGE>
COLORADO GOLD & SILVER, INC.
(A Development Stage Company)
Notes to Financial Statements
Note 2 - Going-Concern consideration: (Continued)
does not occur within two years of the date of the Agreement, the Company with
issue S-8 registered shares at the then market price, in full satisfaction of
the obligation. In addition, Coke Reeves shall hold a pledge of 20,000,000
shares of Colorado Gold & Silver as collateral for the payment of the accrued
and unpaid salary.
Shareholder advances totaling $888,919 at March 31, 1998 and 1997, respectively,
represent advances made to the Company by Mr. M. Coke Reeves, President of the
Company. Interest accrual of $672,003 related to the shareholder advances was
charged to operation. On March 31, 1999, the Board of Directors authorized the
settlement of this debt and interest to Coke Reeves for $100,000: $25,000 to be
paid to Coke Reeves from a new loan to the Company and a note for $75,000
payable over twelve months in quarterly installments of $25,000.
<PAGE>
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The Company had expenses for the three month period of $24,512 in 1999 and $0 in
1998. The Company had no revenues for the period in 1999 or 1998. The Company
recorded a loss of $24,512 for the period in 1998 due to legal expenses compared
to $0 income/loss in the same period 1998. The Company losses will continue
until income can be achieved. While the Company is seeking capital sources for
investment, there is no assurance that sources can be found.
LIQUIDITY AND CAPITAL RESOURCES
The Company had minimal cash capital at the end of the period. The Company will
be forced to either borrow or make private placements of stock in order to fund
operations. No assurance exists as to the ability to achieve loans or make
private placements of stock.
The liabilities exceed assets by $874,570.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
Accrued officer salary in the amounts of $390,000 represents
salary due Mr. M. Coke Reeves for services performed through
March 31, 1999. An agreement was reached on April 20, 1999
between Coke Reeves and the Board of Directors to forgive the
$390,000 accrued salary after the common share price of the
Company on the OTC Bulletin Board had averaged $3.00 per share
for thirty (30) consecutive trading days. In the event that
such average price does not occur within two years of the date
of the Agreement, the Company with issue S-8 registered shares
at the then market price, in full satisfaction of the
obligation. In addition, Coke Reeves shall hold a pledge of
<PAGE>
20,000,000 shares of Colorad Gold & Silver as collateral for
the payment of the accrued and unpaid salary.
The Company has settled, as of March 31, 1999, debts to
officers of $1,560,92 for cash advances in consideration of
$25,000 cash and a note for $75,000 payable over twelve months
in quarterly installments without interest.
The Company has issued additional shares of common stock
(35,782,600 shares) for consideration of services rendered in
the reorganization, settlement of debt, and preparation of the
SEC reports to bring the Company current.
An Annual Meeting of Shareholders was held August 3, 1999 and
the shareholders authorized the following actions:
1. To authorize the reverse split (pro-rata reduction of
outstanding shares) of the issued and outstanding common
shares of the Company, at the ratio of one new share of common
stock for 100 each shares of common stock now issued and
outstanding and to amend the Articles of Incorporation to
reflect the reverse split. No shareholder will be reduced
below ten shares of common stock. The reverse split will be
effective August 23, 1999.
2. To authorize the Directors to amend the Articles of
Incorporation to change the name of the Company to a name to
be determined in the discretion of the Board of Directors.
3. To authorize the Directors to amend the Articles of
Incorporation to amend the stated purpose of the corporation
to: The corporation shall be authorized to engage in any
lawful business in the State of Colorado and in the United
States of America.
4. To authorize the Directors to amend the Articles of
Incorporation regarding number of directors to: The number of
directors of the corporation shall be not less than three nor
more than nine, and the number shall be determined by the
Board of Directors from time to time by amendment to the
Bylaws of the corporation.
5. To elect four directors of the Company to hold office until
the next annual meeting of stockholders and until the election
and qualification of their respective successors.
The shareholders elected the following persons to the Board of
Directors:
<PAGE>
Name Age
---------------------------- ---------------------
M. Coke Reeves 80
M. Rose Reeves 62
Reginald Troy 45
Green
Robert E. Clautice 69
The directors of the Company hold office until the next annual
meeting of the shareholders and until their successors have
been duly elected and qualified. The officers of the Company
are elected at the annual meeting of the Board of Directors
and hold office until their successors are chosen and
qualified or until their death, resignation, or removal. The
Company presently has no executive committee or audit
committee.
The principle occupations of each director of the Company for
at least the past five years are as follows:
M. Coke Reeves has been employed on a full-time basis with the
Company as its President and a director since inception in
March 1980. Prior to that time, Mr. Reeves had been in the
mining and home-building business as Reeves of Texas, Inc.
from 1973 to 1980. He has mined tungsten in Nevada as Reeves
Mining, Inc. He was involved in the operation of the Gold Bond
Mine in Cripple Creek, Colorado through Reeves Minerals, Inc.
from 1973 to 1980. He was president and a director and the
sole shareholder of the foregoing companies, all of which were
sold or discontinued by Mr. Reeves in 1980. He was the
president and founder of Bentex Pharmaceutical Company from
1950 to 1971, which was subsequently sold to ICN
Pharmaceuticals, Inc. He resigned as vice-president of ICN
Pharmaceuticals in 1973. prior thereto, he was involved in
various businesses associated with coal mining and marketing.
Mr. Reeves received a B.A. degree from Westminster College,
Fulton, Missouri in 1933.
M. Rose Reeves has been Secretary and a director of the
Company since 1984. Mrs. Reeves served as Secretary of Reeves
of Texas, Inc., a company involved in the mining and
home-building business from 1973 to 1980. From 1960 to 1970,
she was employed by Bentex Pharmaceutical Company as a buyer
and in charge of its direct mail department.
<PAGE>
Reginald T. Green has been co-owner and operator of Green's
B&R Enterprises, a wholesale donut baker, since 1983. He has
been an active investor in small capital and high tech
ventures since 1987. He is a director of Kimbell deCar
Corporation since November 1998 and is a Director of Dynadapt
System, Inc. He was appointed as a Director of Colorado Gold &
Silver, Inc. in April 1999.
Robert E. Clautice, has been an independent consultant from
1992 to present in computer related matters. Mr. Clautice has
a B.S. in Physics (1961) from the University of Maryland and
has studied for and completed the requirements of a Master of
Science from the University of Colorado and anticipates
graduation in the next quarter. Mr. Clautice has substantial
programming and data recording experience. Mr. Clautice has
been an adjunct professor at Red Rocks Community College and
Arapahoe Community College from 1994 to present, teaching
Computer Science and Programming classes.
There is no family relationship between or among any of the
officers and directors, except that M. Rose Reeves is the wife
of M. Coke Reeves.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A report on Form 8-K was made on April 30, 1999 during the period for
which this report is filed.
<PAGE>
SIGNATURES
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 13, 1999
COLORADO GOLD & SILVER, INC.
/s/ M. Coke Reeves
------------------------------------
President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> JUN-30-1999
<CASH> 488
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 488
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 488
<CURRENT-LIABILITIES> 850,058
<BONDS> 0
0
0
<COMMON> 2,714,603
<OTHER-SE> (3,589,173)
<TOTAL-LIABILITY-AND-EQUITY> 488
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 24,512
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (24,512)
<INCOME-TAX> 0
<INCOME-CONTINUING> (24,512)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (24,512)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
