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
- ----------------- ----------------------
December 31, 1998 0-12139
COLORADO GOLD & SILVER, INC.
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(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 No X
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
64,217,400 common shares as of December 31, 1998
<PAGE>
Part I: FINANCIAL INFORMATION
<TABLE>
<CAPTION>
COLORADO GOLD & SILVER, INC.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited--See Note 1)
ASSETS
<S> <C> <C>
December 31, March 31,
1998 1998
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Current
Cash and cash equivalents $ 0 $ 0
Total current assets 0 0
---------------------------------------------
TOTAL ASSETS $ 0 $ 0
=============================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable & Accrued
expenses 335,058 335,058
Accrued salary, officer 390,000 390,000
Accrued interest payable 672,003 672,003
Shareholder advances 888,919 888,919
---------------------------------------------
Total current liabilities 2,285,980 2,285,980
---------------------------------------------
STOCKHOLDERS' EQUITY
Common stock, $0.0001 par value;
1,000,000,000 shares authorized;
64,217,400 issued and outstanding 2,714,603 2,714,603
Retained earnings (deficit) (5,000,583) (5,000,583)
---------------------------------------------
2,285,980 2,285,980
---------------------------------------------
$ 0 $ 0
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</TABLE>
SEE ACCOMPANYING NOTES
F-1
<PAGE>
<TABLE>
<CAPTION>
COLORADO GOLD & SILVER, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
for the three and nine month periods
ended December 31, 1998 and 1997
(Unaudited - See Note 1)
<S> <C> <C> <C> <C>
Three months ending Nine months ending
December 31, December 31,
------------ ------------
1998 1997 1998 1997
---- ---- ---- ----
Expenses
Amortization $- $- $- $-
General & Admin
Expenses - - 0 -
Management fees $0 $- $0 $-
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Loss before the following: $0 - 0 -
Unauthorized distribution - - - -
Gain on Settlement of debt - 0 -
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Net income (loss) for the
period 0 - 0 -
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Net income per share - - - -
===============================================================
Weighted average number of
common shares outstanding 64,217,400 64,217,400 64,217,400 64,217,400
===============================================================
</TABLE>
SEE ACCOMPANYING NOTES
F-2
<PAGE>
<TABLE>
<CAPTION>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
STATEMENT OF CASH FLOWS
for the nine months ended December 31, 1998 and 1997
and (Date of Inception) to December 31, 1998
(Unaudited - See Note 1)
<S> <C> <C>
Nine months ended
-----------------
December 31, December 31,
1998 1997
---------------------------------------------
Cash flow to operating activities:
Net gain (loss) $ 0 $ 0
Adjustments to reconcile net loss
to net cash used in operations
Accounts payable
Management fees - -
Amortization - -
Changes in non-cash items: - -
Accounts payable
- -
---------------------------------------------
Net cash used in operating
activities - -
---------------------------------------------
Cash flows to investing
activities - -
Organization costs
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Net cash used in investing
activities: - -
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Cash flows to financing activities:
Proceeds from issuance of common
stock - -
Payment of offering costs - -
Contributed capital - -
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Net cash provided by financing
activities - -
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Net increase in cash - -
Cash, beginning of period - -
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Cash, end of period $- $-
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</TABLE>
SEE ACCOMPANYING NOTES
F-5
<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 ofthe
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.
Deferred Mine Development Costs, Mineral Properties and Advance
Royalties:
Mineral exploration costs were charged against income as incurred. Costs
incurred in developing mining properties for commercial production are
capitalized and reflected in the financial statements as deferred mine
development costs. Such costs consist primarily of labor, supplies, contract
construction services, allocated overhead and capitalized interest related to
mine development activities. The Company capitalized deferred mine development
costs at March 31, 1985 of $1,001,752 relating to the development of the
Company's Colorado mine. The Company had suspended development of this mine and
had written down the development costs to $250,000. During the year ended March
31, 1990, management of the Company made a decision to abandon this Colorado
mining project. The Company recorded a loss of $250,000 on the write down of
this Colorado deferred mine development cost to its estimated net realizable
value. In addition, the management of the Company also abandoned certain of its
California deferred mine development costs, which resulted in a loss of $93,386
during the year-end of March 31, 1990.
Costs of mineral properties acquired and advance royalties on expected future
production were deferred pending ultimate realization of such production. All
such costs will be amortized on a unit-of-production method if commercial
<PAGE>
COLORADO GOLD & SILVER, INC.
(A Development Stage Company)
Notes to Financial Statements
production from the Company's mineral properties occurs. Such costs were charged
against income when the mineral properties and advance royalties are abandoned.
Other Property and Equipment
Other property and equipment were carried at costs and were depreciated on the
straight-line method over their estimated useful lives which were as follows:
Vehicles 3 years
Furniture and equipment 5 years
Organization Costs:
Organization costs incurred by the Company totaling $5,000 had been capitalized
and have been amortized on the straight-line method over a five-year period.
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 year (64,217,400
in 1998, 1997 and 1996).
Note 2 - Going-Concern consideration:
As shown in the financial statements, the Company incurred a net loss of $50,000
during the years ended March 31, 1998, 1997 and 1996, and as of March 31,1998
the Company's current liabilities exceeded its current assets by $2,285,980.
Working Capital requirements of the Company have been provided primarily by Mr.
M. Coke Reeves, President of the Company. 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.
Note 3 - Income Taxes:
As of March 31, 1998, the Company has financial reporting net operating loss
carryforwards of approximately $5,000,583 for which the tax effect has not been
recognized for financial reporting purposes. The Company also has approximately
$4,500,000 of tax net-operating losses available for carry forward to offset
future years' taxable income. Such losses expire at various times through 2013,
if not utilized earlier.
<PAGE>
COLORADO GOLD & SILVER, INC.
(A Development Stage Company)
Notes to Financial Statements
Note 4 - Related Party Transactions:
Shareholder advances totaling $888,919 at March 31, 1998, 1997 and 1996,
respectively, represent advances made to the Company by Mr. M. Coke Reeves,
president of the Company. The advances are due on demand when funds become
available to the Company. Advances of $784,621, accrue interest at the rates of
certain lending institutions prime rates of interest plus 1 1/4%. The advances
have been classified as a current liability in the accompanying financial
statements due to the due-on-demand nature of the advances. During the years
ended March 31, 1998, 1997 and 1996, interest expense of $50,000 per year
related to the shareholder advances was charged to operations and remained
unpaid as of the audit date.
Accrued officer salary in the amounts of $390,000 represents salary due Mr. M.
Coke Reeves for services performed through March 31, 1992.
<PAGE>
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THREE MONTH PERIOD IN 1998 COMPARED TO
THE SAME PERIOD IN 1997.
The Company experienced expenses for the three month period of $7,000 in 1998
and $0 in 1997. The Company had no revenues for the period in 1998 or 1997. The
Company recorded no income for the period in 1997 but had a net income of $8,464
in the same period 1998 due to a gain on settlement of debt of $15,464. The
Company losses may continue until income can be achieved through business
operations. While the Company is seeking capital sources for investment; there
is no assurance that sources can be found.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED DECEMBER 30, 1998, COMPARED TO
THE SAME PERIOD IN 1997.
The Company had no revenues from operations for the nine month period in 1998 or
in 1997. The Company incurred $0 in operating expenses in the period in 1998,
resulting in an operating loss of $0 compared to no expenses in 1997 and no
profit or loss. The expenses in the 1998 period were incurred for reporting
costs and investigation services of the President related to seeking an
acquisition. The Company had net income of $0 in the period in 1998 as a result
of the settlement of $0 in debt. In the period in 1997, the Company had no
income or loss.
Losses on operations may continue until business revenues can be achieved of
which there is no assurance.
LIQUIDITY AND CAPITAL RESOURCES
The Company had no 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.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
No reports on Form 8-K were made for 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: April 14, 1999
COLORADO GOLD & SILVER, INC.
/s/ M. Coke Reeves
------------------------------------
President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> DEC-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 2,285,980
<BONDS> 0
0
0
<COMMON> 2,714,603
<OTHER-SE> 5,000,583
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
