<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995, Commission File No. 1-6412
LITTLE SQUAW GOLD MINING COMPANY
(Exact name of Registrant as specified in its charter)
Alaska 91-0742812
(State or other jurisdiction (I.R.S. Employer ID No.)
of incorporation or organization)
933 West Third
P.O. Box 184, Spokane, WA 99210
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (509) 624-2676
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
NAME OF EACH
TITLE OF EACH CLASS EXCHANGE ON WHICH REGISTERED
- -----------------------------------------------------------------
<S> <C>
Common stock, $.10 par value Spokane Quotation Service
</TABLE>
Securities registered pursuant to Section 12(g) of the Act: None
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:
State the aggregate market value of the voting stock held by
non-affiliates of the Registrant. The aggregate market value shall be computed
by reference to the price at which the stock was sold, or the average bid and
asked prices of such stock, as of a specified date within 60 days prior to the
date of filing. As of March 12, 1996, 8,351,403 shares of the Registrant's
voting common stock, $.10 per share par value excluding stock held in treasury,
were issued and outstanding. The aggregate market value of such shares held by
non-affiliates of the Registrant on such date was $751,626.00 (based on the
average bid and asked prices on that date in the amount of $.09 per share).
DOCUMENTS INCORPORATED BY REFERENCE - NONE.
Page 1
<PAGE> 2
PART I
Item 1. Description of Business
(a) General Description of Business
The Registrant is the owner in fee of 445 acres of patented gold mining
claims consisting of twenty-two (22) claims and one millsite, and controls
another 4,200 acres of unpatented gold mining claims consisting of one hundred
five (105) 40 acre State of Alaska Unpatented claims. The mining properties are
located approximately 188 air miles NNW of Fairbanks, Alaska, and 48 miles NE of
Coldfoot, in the Chandalar Mining District. The center of the district is
approximately 70 miles north of the Arctic Circle.
The Registrant was incorporated on May 7, 1959 for the purpose of
acquiring the gold mining properties of the Chandalar District. Operations of
the Registrant during the 1960's resulted in the development of a mining camp, a
mill, several airstrips, and development of a small amount of ore reserves in
underground workings.
In 1972 and 1976, all of the lode mining claims in the Chandalar
District were acquired by the Registrant except for seven forty acre State of
Alaska unpatented claims. In 1978 the Registrant acquired all of the placer
mining claims in the Chandalar District.
In 1987 the registrant determined that it would be in the best interest
of registrant to convert all Federal unpatented claims held by the registrant to
State of Alaska unpatented claims. The claims are located on property which was
formerly all owned by the Federal Government however as of 1991 title to all of
the properties had been transferred to the State of Alaska.
During the 1970's the lode and placer properties were leased to various
parties for exploration and development.
Registrant in November of 1989 and May of 1990 entered into a lease with
Gold Dust Mines, Inc. of all placer mining interests of Registrant located on
the Big Creek, St. Mary's Creek, Little Squaw Creek, Big Squaw Creek, and Tobin
Creek.
During the Spring of 1990 the lessee transported an IHC wash plant, with
numerous large pieces of placer mining equipment to the site over the winter
haul road from Coldfoot to Registrants mining claims. Gold Dust Mines
restricted its placer mining operations during the 1991 and 1992 seasons to the
Tobin Creek drainage. During the last part of the 1993 season, Gold Dust Mines
moved its placer operations to the Big Creek, and St. Mary's Creek drainages. In
1994, placer mining operations were concentrated on the St. Mary's Creek
drainage. During 1995 placer mining operations were conducted on the St. Mary's
Creek and Big Creek Drainages.
During 1988 a consulting Mining Geologist was hired to conduct a study
of the entire placer and lode district. His comprehensive report was completed
in January 1990, and are available for review by interested Mining companies. A
few
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conclusions from his report are referred to in the section "Description of
Property." The Registrant has been in contact with several interested
companies and financial groups for the development of the lodes. No
satisfactory arrangement for the development of the lode deposits has yet been
reached. The long term potential for the district lies in the development of
the lodes which will initially require a substantial drilling exploration
commitment.
(b) Financial Information About Industry Segments
The applicant's properties consist of both lode mining properties and
placer mining properties. The lode mining properties contain the greatest
potential for development of the property, and since the Company's lode mining
properties are in the exploration and development stage, it is not possible to
make any definitive statements regarding industry segments.
(c) Narrative Description of Business
Since the early 1970's and after its own substantial early expenditures,
the Registrant has attempted to develop its mining properties by leasing with
provisions for base rent and royalties. The Registrant has no independent
business operations except those in the Chandalar Mining District.
LODE OPERATION: The lease on the lode properties to CDC Partners was in
effect from 1979 until legally terminated in March of 1987. The total sales
from the lodes from 1980 through 1983 was approximately 7,200 ounces of gold
with gross revenues in excess of $2,000,000.00. The operations were not
conducted properly and were not profitable to the Lessee, partly due to a
cave-in on the Mikado mine in 1983. The Lessee concentrated on exploration in
1983 with very little activity in 1984 and 1985. The lode Mill has not been
operated since 1986. The required assessment work on the lode operations was
performed by the placer Lessee from 1985 through 1995.
The Registrant at this time has complete control of the patented
and unpatented lode properties and mill. Registrant expects to resume lode
operations as soon as possible by leasing or other means if financing is
available.
PLACER OPERATION: The current lessee, Gold Dust Mines, Inc., has had
control of the placer operation since 1991, but commencing 1996 the placer lease
is restricted to the Big Creek and St. Mary's Creek drainages. Lessee has
experienced difficulty in mining on the scale originally contemplated as a
result of loss of some of its financial backing. The lessee has been financing
its mining operations primarily through the gold which it has recovered during
its operations. During 1995, lessee concentrated primarily
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<PAGE> 4
on the St. Mary's drainage and Big Creek drainage and recovered a total of 403
ounces of Gold. In 1994 total gold recovered was 554 ounces The placer
production for 1993 season was 249.5 ounces, the 1992 production was 838.5
ounces.
The lease agreement between the Registrant and Lessee required Lessee to
perform drilling on Tobin Creek and the other major drainages of Big Creek-St.
Mary's Creek, Little Squaw Creek and Big Squaw creek. The lessee has not had
the financial ability since the commencement of the lease to conduct the
exploratory operations. This is a concern to the Registrant and discussions are
ongoing with the lessee about this concern. Without the drilling program there
is no way to predict the future potential placer reserves.
The registrant and lessee have agreed to release the leasehold interest
on the placer claims on the Tobin and Woodchuck creek, Little Squaw Creek and
Big Squaw Creek drainages effective for the 1996 year. The lessee currently has
placer mining rights only to the Big Creek and St. Mary's Creek drainages.
Registrant is currently contacting placer mining companies that may be
interested in mining the placer drainages not currently leased, and hopefully
exploratory work on the drainages can be conducted this year.
Total historical sales of gold from the entire district are about 80,900
ounces, the majority of which was produced by hand mining methods from the
placer deposits prior to 1950.
Item 2. Description of Property
(a) The principal assets of the Registrant are mining properties in the
Chandalar Gold Mining District in northern Alaska. The Registrant's holdings
include mining claims, both patented and unpatented, held for lode mining, and
claims, both patented and unpatented, held for placer mining. The lode mining
claims (and associated millsite claims) include 21 patented lode mining claims.
The Registrant holds fee title to the patented claims, and in addition, the
Registrant has the below described unpatented lode and placer mining claims. At
one time Registrant held a number of federal unpatented claims, however all of
these claims have been subsequently staked as state unpatented claims, and the
federal unpatented claims have been abandoned. The unpatented mining claims and
millsite claims are subject to the paramount title of the State of Alaska and
all patented and unpatented claims are subject to a reserved two percent gross
royalty in Registrant's predecessor in title. The Chandalar Gold Mining
District is within an area which was owned by the federal government and
selected by the State of Alaska for transfer to the State of Alaska under the
Alaska Lands Law.
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The Registrant currently owns in fee 21 twenty-acre patented lode
claims, 1 twenty-acre patented placer claim, and l five-acre patented mill site.
In addition Registrant holds 105 forty-acre unpatented state claims. The lode
mining claims were located to control the known gold bearing zones, and
constitute all of the presently existing lode mining claims in an area
approximately three miles by seven miles, except for seven State of Alaska
unpatented mining claims, which have never been owned by Registrant, and which
are owned by Registrant's predecessor in title.
The placer mining claims of the Registrant cover approximately 20 miles
of creeks and four major drainages radiating from the area in which the lode
mining claims are situated, and include all areas that were the subject of
placer mining operations by predecessors of the Registrant, as well as
substantial portions of these drainages that have never been mined.
Although the District has long been noted in published literature as
being the source of high-grade ore zones, the cost of fully evaluating the
Registrant's holdings by doing the necessary exploration and development work to
establish the extent of mineralization has, to date, not been accomplished. The
principal evaluation work done by the Registrant, or under its direction has
been on the Mikado mine, the Little Squaw mine, and on the Eneveloe Bonanza mine
by lessees in 1982 and 1983. Each of the groups of claims have been partially
developed by 1,000 to 2,000 feet of underground workings. Within the district
smaller amounts of mostly surface work has established the existence of six
similar zones without accomplishing enough development work to block out
sufficient reserves necessary for vein type mining in the district.
Item 3. Legal Proceedings
There are no legal proceedings pending and none contemplated in the
immediate future. The Lessee is delinquent on the annual payment due January 1,
1996, and Registrant is working with the Lessee at this time to arrange a
satisfactory payment schedule.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of the security holders of
Registrant during the fourth quarter of Registrant's fiscal year.
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<PAGE> 6
PART II
Item 5. Market for the Registrant's Common Stock and Related Security
Holder Matters
(a) The common stock of the Registrant was always registered on the
Spokane Stock Exchange, a national stock exchange, until the Spokane Stock
Exchange ceased operating in 1991. The stock is now listed on the Spokane
Quotation Service. The stock is also traded widely in various over-the-counter
markets in the United States. The Spokane Quotation Service is not subject to
any reporting quotation system, but the high and low sale prices for the stock
for each quarterly period during the past three years are as follows:
<TABLE>
<CAPTION>
QUARTER LOWEST PRICE REPORTED HIGHEST PRICE REPORTED
- ------- --------------------- ----------------------
<S> <C> <C>
First 1993 $.04 $.06
Second 1993 .07 .22
Third 1993 .15 .25
Fourth 1993 .13 .18
First 1994 .15 .20
Second 1994 .15 .18
Third 1994 .18 .21
Fourth 1994 .08 .18
First 1995 .08 .12
Second 1995 .08 .10
Third 1995 .06 .09
Fourth 1995 .07 .09
</TABLE>
(b) As of December 31, 1995, there were approximately 3,885 holders of
common stock of the Registrant.
(c) No dividends have been declared during the past two years, or to
date, but there are no restrictions upon the issuer's ability to pay dividends
if sufficient earnings become available.
(d) To date the Registrant has not had sufficient earnings to permit
consideration of the payment of dividends.
Page 6
<PAGE> 7
Item 6. Selected Financial Data
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
1995 1994 1993 1992 1991
-----------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues . . . . . . . $ 9,339 $ 13,348 $ 6,770 $ 19,791 $ 32,223
Net Loss . . . . . . . $ 30,728 $ 43,793 $ 71,011 $ 41,705 $ 42,175
Loss per share . . . . $ .00368 $ .00530 $ .00859 $ .00503 $ .00508
Total Assets . . . . . $311,826 $320,712 $339,856 $348,431 $382,195
Long-Term
Obligations . . . . . 0 0 0 0 0
Cash Dividend
Declared per share . . 0 0 0 0 0
</TABLE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Result of Operations
All of the Registrant's lode properties are still in development stages.
The management has full control of all of the lode properties, and intends to
resume lode operations as soon as a competent and adequately financed operator
can be located. Management has entered into discussions with prospective
companies for lease of the lode operations; however, no lease has yet been
signed for the lode operations. The location of the mining claims, together
with the permafrost found throughout the district, substantially increases the
mining costs.
The management is concerned about the financial ability of the placer
lessee to conduct placer operations on all of the drainages as originally
contemplated when the lease was signed in 1989. This resulted from a dispute
which arose between the lessees partners causing some of the partners to
withdraw their financial backing. The current lessee has the technical
knowledge and capability to adequately mine the area but not on the scale
contemplated by the original lease. The lessee did not perform the drilling
required under the lease in 1990, 1991, 1992, 1993 or 1994. The 1994 lease
season was shortened due to weather conditions and flooding on the site. The
1995 season was not as productive as anticipated, and by agreement the placer
lease has been amended to restrict Lessee's placer holdings to the St. Mary and
Big Creek drainages. Management is looking for an adequately financed Mining
company to lease the remaining drainages.
There is a small portion of the property next to the millsite, which has
been identified by the state as requiring
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<PAGE> 8
cleanup. The estimated cost for cleanup is $20,000.00 and registrant is waiting
until lode operations resume to perform the cleanup. Registrant has no long
term debt, and has sufficient current assets to meet anticipated expenses
during 1996.
Item 8. Financial Statements and Supplementary Data Index to Financial
Statements
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . 9
Balance Sheets, December 31, 1995 and 1994 . . . . . . . . . . . . . . 10
Financial Statements for the Years Ended
December 31, 1995, 1994, 1993, and from
inception (March 26, 1959) through December
31, 1995:
Statements of Operations . . . . . . . . . . . . . . . . . 11
Statements of Cash Flows . . . . . . . . . . . . . . . . . 12
Statement of Stockholders' Equity. . . . . . . . . . . . . 13-16
Notes to Financial Statements. . . . . . . . . . . . . . . 17-21
</TABLE>
Item 9. Disagreements on Accounting and Financial Disclosure
There has been no change in accountants for over 10 years and there have
been no disagreements regarding any matter or accounting principles or practices
or financial statement disclosures.
Page 8
<PAGE> 9
[LeMASTER & DANIELS Letterhead]
INDEPENDENT AUDITORS' REPORT
Stockholders and Board of Directors
Little Squaw Gold Mining Company
Spokane, Washington
We have audited the accompanying balance sheets of Little Squaw Gold Mining
Company (a development stage company) as of December 31, 1995 and 1994, and the
related statements of operations, cash flows, and stockholders' equity for each
of the three years in the period ended December 31, 1995, and for the period
from March 26, 1959 (inception) through December 31, 1995. 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 generally accepted auditing
standards. 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 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 Little Squaw Gold Mining
Company as of December 31, 1995 and 1994, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1995, and the period from March 26, 1959 (inception) through December 31, 1995,
in conformity with generally accepted accounting principles.
As discussed in note 7, the Company changed its method of accounting for income
taxes in 1993.
/s/ LeMaster & Daniels, PLLC
Certified Public Accountants
Spokane, Washington
March 5, 1996
-9-
<PAGE> 10
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
Balance Sheets
<TABLE>
<CAPTION>
December 31,
------------------------
1995 1994
---------- -----------
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash ................................................................. $ 32,669 $ 13,831
Account receivable, other--note 2 .................................... 10,500 292
Gold inventory--note 1 ............................................... 648 16,080
----------- ---------
Total current assets ..................................... 43,817 30,203
----------- ---------
PLANT, EQUIPMENT, AND UNRECOVERED PROMOTIONAL, EXPLORATORY, AND DEVELOPMENT
COSTS--notes 1 and 2:
Mine buildings ................................................. 25,911 25,911
Mining and other equipment ..................................... 141,692 141,692
----------- ---------
167,603 167,603
Less accumulated depreciation .................................. 166,491 165,364
----------- ---------
1,112 2,239
Unrecovered promotional, exploratory, and development costs .... 2,897 24,270
Mining claims .................................................. 264,000 264,000
----------- ---------
268,009 290,509
----------- ---------
$ 311,826 $ 320,712
=========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable, related party--note 3 .............................. $ 12,665 $ 12,386
Accrued payroll ...................................................... 80,700 75,700
Accrued and withheld payroll taxes ................................... 5,939 4,401
Other accrued expense--note 6 ........................................ 20,000 20,000
----------- ---------
Total current liabilities ................................ 119,304 112,487
----------- ---------
CONTINGENCY--note 6
STOCKHOLDERS' EQUITY--notes 1 and 4:
Common stock--12,000,000 shares, $.10 par value,
authorized; 8,468,506 and 8,314,660 shares, respectively, issued 846,850 831,465
Additional paid-in capital ........................................... 357,487 352,872
Deficit accumulated during the development stage ..................... (1,003,641) (972,913)
----------- ---------
200,696 211,424
Less treasury stock, 117,103 and 52,103 shares, respectively, at cost 8,174 3,199
----------- ---------
Total stockholders' equity ............................... 192,522 208,225
----------- ---------
$ 311,826 $ 320,712
=========== ========= .........
</TABLE>
See accompanying notes to financial statements.
-10-
<PAGE> 11
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
Statements of Operations
<TABLE>
<CAPTION>
From Inception
Years Ended December 31, (March 26, 1959)
------------------------ Through
1995 1994 1993 December 31, 1995
---- ---- ---- -----------------
<S> <C> <C> <C> <C>
REVENUES:
Royalties ........................... $ 9,339 $13,348 $ 6,738 $ 373,530
Management fees ..................... - - - 4,500
Stock transfer fees ................. - - - 16,586
Interest income ..................... - - 32 24,341
Gold sales and sundry ............... - - - 7,642
Equipment rental .................... - - - 50,857
------- ------- ------- ----------
9,339 13,348 6,770 477,456
------- ------- ------- ----------
EXPENSES:
Management fees and salaries ........ 25,000 43,350 38,600 692,807
Directors' fees ..................... - - - 63,775
Professional services--note 3 ....... 4,879 4,420 5,118 228,465
Telephone ........................... 417 393 - 22,829
Interest ............................ - - - 35,986
Office and other rent ............... 2,162 2,754 2,670 45,063
Office supplies and expense ......... 1,652 1,919 1,680 120,204
Taxes, payroll and other ............ 2,403 2,459 5,375 70,243
Travel and meetings ................. 2,154 1,038 2,053 53,962
Depreciation--note 1 ................ - - - 5,248
Reclamation and miscellaneous
--note 6 ...................... 1,400 808 22,285 59,177
Loss on partnership venture ......... - - - 53,402
Equipment repairs ................... - - - 25,170
Royalties ........................... - - - 1,381
Insurance ........................... - - - 1,157
Amortization of organization costs .. - - - 483
Contract labor, supplies, and freight - - - 1,745
------- ------- ------- ----------
40,067 57,141 77,781 1,481,097
------- ------- ------- ----------
NET LOSS .................................. $30,728 $43,793 $71,011 $1,003,641
======= ======= ======= ==========
Loss per share of stock
outstanding--note 1 ................. $.00368 $.00530 $.00859
======= ======= =======
</TABLE>
See accompanying notes to financial statements.
-11-
<PAGE> 12
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
Statements of Cash Flows
<TABLE>
<CAPTION>
From Inception
Years Ended December 31, (March 26, 1959)
----------------------------- Through
1995 1994 1993 December 31, 1995
---- ---- ---- -----------------
INCREASE (DECREASE) IN CASH
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss .............................. $(30,728) $(43,793) $(71,011) $(1,003,641)
Adjustments to reconcile net loss
to net cash provided by (used in)
operating activities:
Depreciation and amortization ..... - - - 5,733
Stock and options issued for
salaries and fees ............... 20,000 6,250 - 191,032
(Increase) decrease in current
assets:
Accounts receivable ........... (10,208) 50 - (10,500)
Inventory ..................... 15,432 (9,342) (6,738) (648)
Increase (decrease) in current
liabilities:
Accounts payable .............. 279 627 1,485 12,665
Accrued payroll ............... 5,000 17,800 38,600 80,700
Accrued and withheld
payroll taxes ............... 1,538 (28) 2,350 5,939
Other accrued expense ......... - - 20,000 20,000
-------- -------- -------- -----------
Net cash provided by
(used in) operating
activities ................ 1,313 (28,436) (15,314) (698,720)
-------- -------- -------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Receipts attributable to unrecovered
promotional, exploratory, and
development costs ................... 22,500 33,750 11,250 622,933
Sale of equipment ..................... - - - 60,000
Additions to plant, equipment, and
unrecovered promotional, exploratory,
and development costs ............... - - - (343,368)
-------- -------- -------- -----------
Net cash provided by
investing activities ...... 22,500 33,750 11,250 339,565
-------- -------- -------- -----------
CASH FLOWS FROM FINANCING
ACTIVITIES--note 5:
Issuance of common stock ............ - - - 400,481
Acquisition of treasury stock ....... (4,975) - - (8,174)
Organizational costs ................ - - - (483)
-------- -------- -------- -----------
Net cash provided by
(used in) financing
activities ................ (4,975) - - 391,824
-------- -------- -------- -----------
NET INCREASE (DECREASE) IN CASH ......... 18,838 5,314 (4,064) 32,669
CASH, BEGINNING OF YEAR/PERIOD .......... 13,831 8,517 12,581 -
-------- -------- -------- -----------
CASH, END OF YEAR/PERIOD ................ $ 32,669 $ 13,831 $ 8,517 $ 32,669
======== ======== ======== ===========
</TABLE>
See accompanying notes to financial statements.
-12-
<PAGE> 13
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
Statement of Stockholders' Equity
From Inception (March 26, 1959) through December 31, 1995
<TABLE>
<CAPTION>
Shares Issued for
---------------------------------- Basis of Assignment of Amount
Year Transaction Cash Noncash Consideration for Noncash Consideration
- ---- ----------- ---- --------------------- -------------------------
<S> <C> <C> <C> <C>
1959 Issuance of shares X
Net loss
1960 Issuance of shares X
Net loss
1961 Issuance of shares X
Issuance of shares X
Net loss
1962 Issuance of shares X
Issuance of shares X
Issuance of shares Mining leases Par value of stock issued
Net loss
1963 Issuance of shares X
Issuance of shares X
Sale of option
Net loss
1964 Net loss
1965 Issuance of shares X
Issuance of shares Salaries Price per share issued for cash during period
Net loss
1966 Issuance of shares X
Issuance of shares X
Net loss
1967 Issuance of shares X
Issuance of shares Engineering and management
fees Par value of stock issued
Issuance of shares Auditing fees Price per share issued for cash during period
Net loss
1968 Issuance of shares X
Issuance of shares Salaries ) Price per share issued for
Issuance of shares Directors' fees ) cash during period
Net loss
</TABLE>
<TABLE>
<CAPTION>
Common Stock Additional Deficit Accumulat
-------------------- Paid-in During the Treasury
Year Transaction Shares Par Value Capital Development Stage Stock Total
- ---- ----------- ------ --------- ---------- ----------------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
1959 Issuance of shares 441,300 $44,130 $ $ $ $
Net loss (428) 43,702
1960 Issuance of shares 443,780 43,378
Net loss (769) 86,311
1961 Issuance of shares 306,620 30,662
Issuance of shares 25,010 2,501 5,002
Net loss (12,642) 111,834
1962 Issuance of shares 111,239 11,124
Issuance of shares 248,870 24,887 49,773
Issuance of shares 600,000 60,000
Net loss (5,078) 252,540
1963 Issuance of shares 223,061 22,306
Issuance of shares 27,000 2,700 5,400
Sale of option 110
Net loss (5,995) 277,061
1964 Net loss (8,913) 268,148
1965 Issuance of shares 19,167 1,917 3,833
Issuance of shares 19,980 1,998 3,996
Net loss (9,239) 270,653
1966 Issuance of shares 29,970 2,997
Issuance of shares 5,200 520 520
Net loss (7,119) 267,571
1967 Issuance of shares 3,700 370 740
Issuance of shares
24,420 2,442
Issuance of shares 2,030 203 406
Net loss (5,577) 266,155
1968 Issuance of shares 64,856 6,486 12,971
Issuance of shares 19,980 1,998 3,996
Issuance of shares 30,000 3,000 6,000
Net loss (7,322) 293,284
</TABLE>
See accompanying notes to financial statements.
-13-
<PAGE> 14
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
Statement of Stockholders' Equity (Continued)
From Inception (March 26, 1959) through December 31, 1995
<TABLE>
<CAPTION>
Shares Issued for
-------------------------------- Basis of Assignment of Amount
Year Transaction Cash Noncash Consideration for Noncash Consideration
- ---- ----------- ---- --------------------- ---------------------------------
<S> <C> <C> <C> <C>
1969 Issuance of shares X
Issuance of shares X
Issuance of shares Salaries ) Approximate price per share
Issuance of shares Consideration for co- ) issued for cash during period
signatures
Net income
1970 Issuance of shares X
Issuance of shares Salaries Price per share issued for cash in prior
period
Issuance of shares Salaries Price per share issued for cash in current
period
Net loss
1971 Issuance of shares X
Issuance of shares Purchase of assets of
Chandalar Mining & Milling
Co. Par value of stock issued
Net loss
1972 Issuance of shares Purchase of assets of
Chandalar Mining & Milling
Co. Par value of stock issued
Issuance of shares Additional exploratory and
development costs through
payment of Chandalar Mining
& Milling Co. liabilities Dollar value of liabilities paid
Receipt of treasury
stock in satisfaction
of accounts receivable
and investment in
Chandalar Mining &
Milling Co.
Issuance of shares Mining claims Par value of stock issued
Net loss
1973 Net loss
1974 Net loss
1975 Net loss
</TABLE>
<TABLE>
<CAPTION>
Common Stock Additional Deficit Accumulated
-------------------- Paid-in During the Treasury
Year Transaction Shares Par Value Capital Development Stage Stock Total
- ---- ----------- ------ --------- ---------- ------------------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
1969 Issuance of shares 12,760 $ 1,276 $ 2,552 $ $ $
Issuance of shares 338,040 33,804 85,432
Issuance of shares 24,000 2,400 4,800
Issuance of shares
50,004 5,000 10,001
Net income 2,272 440,821
1970 Issuance of shares 1,000 100 400
Issuance of shares
1,500 150 300
Issuance of shares
444 44 178
Net loss (8,880) 433,113
1971 Issuance of shares 13,000 1,300 1,500
Issuance of shares
336,003 33,600
Net loss (2,270) 467,243
1972 Issuance of shares
413,997 41,400
Issuance of shares
55,657 5,566 15,805
Receipt of treasury
stock in satisfaction
of accounts receivable
and investment in
Chandalar Mining &
Milling Co. (125,688) (12,569) (977)
Issuance of shares 2,240,000 224,000
Net loss (65,175) 675,274
1973 Net loss (16,161) 659,113
1974 Net loss (13,365) 645,746
1975 Net loss (15,439) 630,308
</TABLE>
See accompanying notes to financial statements.
-14-
<PAGE> 15
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
Statement of Stockholders' Equity (Continued)
From Inception (March 26, 1959) through December 31, 1995
<TABLE>
<CAPTION>
Shares Issued for
--------------------------------------- Basis of Assignment of Amount
Year Transaction Cash Noncash Consideration for Noncash Consideration
- ---- ----------- ---- --------------------- ------------------------------------
<S> <C> <C> <C> <C>
1976 Net loss
1977 Issuance of shares Purchase of assets of Mikado
Gold Mines Par value of stock issued
Net loss
1978 Issuance of shares Mining claims Par value of stock issued
Issuance of shares Directors' fees )
Issuance of shares Management fees, notes pay- ) Approximate market price per share
able, and accrued interest )
Net loss
1979 Net loss
1980 Net loss
1981 Net loss
1982 Issuance of shares Directors' fees Approximate market price per share
Net loss
1983 Net loss
1984 Net loss
1985 Issuance of shares Directors' fees Approximate market price per share
Net loss
1986 Issuance of shares X
Net loss
1987 Issuance of shares Officer salary )
Issuance of stock option Legal fees ) Approximate market price per share
Issuable shares Directors' fees )
Issuance of stock option Equipment Value of equipment
Net loss
</TABLE>
<TABLE>
<CAPTION>
Common Stock Additional Deficit Accumulated
----------------------- Paid-in During the Treasury
Year Transaction Shares Par Value Capital Development Stage Stock Total
- ---- ----------- ------ --------- ---------- ------------------- -------- -------
<S> <C>
1976 Net loss $ $ $ (5,845) $ $624,484
1977 Issuance of shares
1,100,100 110,010
Net loss (15,822) 718,652
1978 Issuance of shares 400,000 40,000
Issuance of shares 40,000 4,000 3,200
Issuance of shares
109,524 10,952 8,762
Net loss (39,144) 746,422
1979 Net loss (18,388) 728,034
1980 Net loss (34,025) 694,009
1981 Net loss (32,107) 661,902
1982 Issuance of shares 40,000 4,000 20,000
Net loss (70,165) 615,737
1983 Net loss (10,416) 605,321
1984 Net loss (63,030) 542,291
1985 Issuance of shares 40,000 4,000 12,000
Net loss (78,829) 479,462
1986 Issuance of shares 44,444 4,444 5,556
Net loss (32,681) 456,701
1987 Issuance of shares 166,000 16,600 18,500
Issuance of stock option 12,360
Issuable shares 4,095
Issuance of stock option 60,000
Net loss (48,057) 520,279
</TABLE>
See accompanying notes to financial statements.
-15-
<PAGE> 16
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
Statement of Stockholders' Equity (Continued)
From Inception (March 26, 1959) through December 31, 1995
<TABLE>
<CAPTION>
Shares Issued for
----------------------------------- Basis of Assignment of Amount
Year Transaction Cash Noncash Consideration for Noncash Consideration
- ---- ----------- ---- --------------------- -----------------------------
<S> <C> <C> <C> <C>
1988 Issuance of shares Officer salary )
Issuance of stock option Legal fees ) Approximate market price per share
Issuable shares Directors' fees )
Issuance of shares Settlement of stock option Approximate market price when option
was granted
Issuance of shares Settlement of stock right Approximate market price when right
was granted
Net loss
1989 Issuance of shares Settlement of stock option Approximate market price when option
was granted
Issuance of shares Settlement of stock right Approximate market price when right
was granted
Net loss
1990 Net loss
1991 Issuance of shares Directors' fees Approximate market price per share
Purchase of 20,000
treasury shares X
Net loss
1992 Purchase of 32,000
treasury shares X
Net loss
Balances, December 31, 1992
1993 Net loss
Balances, December 31, 1993
1994 Issuance of stock option--
note 4 Officer compensation Approximate market price per share
Net loss
Balances, December 31, 1994
1995 Issuance of shares Officer compensation Approximate market price per share
Purchase of 65,000
treasury shares X
Net loss
Balances, December 31, 1995
</TABLE>
<TABLE>
<CAPTION>
Common Stock Additional Deficit Accumulated
---------------------- Paid-in During the Treasury
Year Transaction Shares Par Value Capital Development Stage Stock Total
- ---- ----------- ------ --------- ---------- ------------------- -------- -------
<S> <C> <C> <C> <C>
1988 Issuance of shares 194,444 $ 19,444 $ (1,944) $ $ $
Issuance of stock option 6,200
Issuable shares 1,080
Issuance of shares
58,860 5,886 (5,886)
Issuance of shares
19,500 1,950 (1,950)
Net loss (46,961) 489,090
1989 Issuance of shares
68,888 6,889 (6,889)
Issuance of shares
12,000 1,200 (1,200)
Net loss (59,008) 438,080
1990 Net loss (37,651) 401,439
1991 Issuance of shares 24,000 2,400
Purchase of 20,000
treasury shares (1,500) 360,164
Net loss (42,175)
1992 Purchase of 32,000
treasury shares (1,680)
Net loss (41,705)
--------- -------- -------- ----------- ------- --------
Balances, December 31, 1992 8,314,660 831,465 346,622 (858,109) (3,199) 316,799
1993 Net loss (71,011)
--------- -------- -------- ----------- ------- --------
Balances, December 31, 1993 8,314,660 831,465 346,622 (929,120) (3,199) 245,768
1994 Issuance of stock option--
note 4 6,250
Net loss (43,793)
--------- -------- -------- ----------- ------- --------
Balances, December 31, 1994 8,314,660 831,465 352,872 (972,913) (3,199) 208,226
1995 Issuance of shares 153,846 15,385 4,615
Purchase of 65,000
treasury shares (4,975)
Net loss (30,728)
--------- -------- -------- ----------- ------- --------
Balances, December 31, 1995 8,468,506 $846,850 $357,487 $(1,003,641) (8,174) $192,522
========= ======== ======== =========== ======= ========
</TABLE>
See accompanying notes to financial statements.
-16-
<PAGE> 17
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
Notes to Financial Statements
December 31, 1995, 1994, and 1993
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Nature of Operations:
The Company owns various patented and unpatented mining claims in Alaska.
Placer mining of certain claims is performed by a lessee. The Company is
considered to be a development stage company, as only nominal operations
have ocurred to date. Planned principal operations include lode mining
of claims.
Gold Inventory:
Such asset, representing a mineral royalty received from a placer mining
lease, is stated at net realizable market value.
Plant, Equipment, and Accumulated Depreciation:
Such assets are based on cost--cost determined by cash, cash items, or
value received for shares of the Company's common stock issued therefor.
The mine and mill buildings and equipment are located on Company-owned
mining claims located in the Chandalar Mining District of Alaska. A small
amount of office equipment is located at Company offices in Spokane,
Washington.
Depreciation provisions ($1,127 each in 1995, 1994, and 1993) are based on
the straight-line method over 5- to 25-year periods. The total
depreciation provisions for the years 1995, 1994, and 1993 were added to
unrecovered promotional, exploratory, and development costs.
Unrecovered Promotional, Exploratory, and Development Costs:
Such unrecovered costs for construction of roads, airplane landing strips,
development and exploration expenditures on the mining claims, and certain
mining lease costs less certain cost recoveries are based on cash
expenditures and shares of the Company's common stock issued in payment of
incurred and dollar-valued liabilities. At December 31, 1995 and 1994,
shares of common stock previously issued for unrecovered costs totalled
1,162,122 shares with a dollar value of $138,323. Unrecovered costs are
categorized and summarized as follows:
<TABLE>
<CAPTION>
December 31,
------------------------
1995 1994
---- ----
<S> <C> <C>
Mining supplies, maintenance, and freight.............. $ 122,284 $ 122,284
Travel ................................................ 10,633 10,633
Insurance and miscellaneous............................ 9,230 9,230
Depreciation, mine and mill buildings and equipment.... 186,054 184,927
Mining leases.......................................... 60,000 60,000
Mikado Gold Mines...................................... 45,058 45,058
Contract labor and direct mine labor,
less credits for lease fees received................. (370,067) (347,567)
U.S. Office of Minerals Exploration loan,
less royalty payment of $1,380 in 1971............... (39,355) (39,355)
State of Alaska Pioneer Roads Program and
Airport Grading reimbursement................... (20,940) (20,940)
--------- ---------
Totals.................................... $ 2,897 $ 24,270
========= =========
</TABLE>
-17-
<PAGE> 18
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
Notes to Financial Statements
December 31, 1995, 1994, and 1993
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):
Unrecovered Promotional, Exploratory, and Development Costs (continued):
As only nominal amounts of gold ore have been mined and sold by the Company
and its lessees over the term of the Company's existence, amortization of
such costs has not been provided pending the evolution of the Company from
the exploratory and development stage to the production stage. Certain
nominal amounts of net royalties and equipment rentals received have been
treated as noncapitalized receipts.
Mining Claims:
In April 1978, the Company acquired certain patented and unpatented mining
claims located in the Chandalar Mining District from a partnership, a
member of which is an officer/stockholder of the Company. In exchange for
the mining claims, the Company issued 400,000 shares of its previously
unissued shares. A 2% gross royalty interest was retained by the
partnership. Management assigned a value of $40,000 to the claims which is
equal to the par value of the common stock issued. Any other basis for
assigning values was not determinable.
In May 1972, the Company acquired from a corporation and various
individuals certain patented and unpatented mining claims located in the
Chandalar Mining District which were previously leased. Under the terms of
the acquisition agreement, the Company issued 2,240,000 shares of its
previously unissued (2,114,312) shares and treasury (125,688) shares and
transferred certain placer mining equipment for such claims. In 1975,
effective as of January 1, 1974, management assigned a value of $224,000 to
the claims which is equal to the par value of the common stock issued. Any
other basis for assigning values was not determinable.
Deficit Accumulated During the Development Stage:
Such net expenditures, which have not been capitalized, relate to
management fees and officers' salaries, office expenses, general legal and
accounting, stock transfer costs, certain nominal amounts of net royalties
and equipment rentals, and loss on an investment in a limited partnership.
Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Significant estimates used in preparing these financial statements include
those assumed in estimating the recoverability of the cost of mining
claims, accrued reclamation costs, and deferred tax assets and related
valuation allowance. Actual results could differ from those estimates.
-18-
<PAGE> 19
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
Notes to Financial Statements
December 31, 1995, 1994, and 1993
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):
Federal and Alaska Income Taxes:
Income tax is provided for the tax effects of transactions reported in the
financial statements and consists of tax currently due plus deferred tax
related to differences between the basis of assets and liabilities for
financial and income tax reporting. The Company, for financial statement
purposes, has reduced unrecovered exploratory and development costs by the
excess of lease income over depreciation and sundry direct mine costs. For
income tax purposes, such items have been treated as income and expense.
Deferred tax assets and liabilities represent the future tax return conse
quences of those differences, which will either be taxable or deductible
when the assets and liabilities are recovered or settled. A deferred tax
asset, subject to a valuation allowance, is also recognized for tax-basis
net operating losses being carried forward. See note 7.
Loss Per Share:
Such amounts are computed based on the weighted average number of shares
outstanding during the years (8,351,403 in 1995 and 8,262,557 in 1994 and
1993). Antidilutive stock option shares are excluded from the computation.
Accounting Principles Not Yet Adopted:
Statements of Financial Accounting Standards No. 121 (SFAS 121),
"Accounting for the Impairment of Long-Lived Assets and for Assets to be
Disposed Of," and No. 123 (SFAS 123), "Accounting for Stock-Based
Compensation," are required to be adopted by 1996. The Company has not
elected to adopt SFAS 121 or 123 early, as allowed, and has not determined
what effects, if any, they will have on the Company's 1996 financial
statements.
NOTE 2 -- LEASE OF MINING CLAIMS, MINE AND MILL BUILDINGS, AND EQUIPMENT:
Placer Mining Lease:
In October 1989, the Company entered into a placer mining lease with Gold
Dust Mines, Inc. (Gold Dust) covering placer mining rights on certain of
the Company's mining claims on three creek drainages. The lease provides
for annual lease payments totalling $22,500 for ten years, with a
forty-year renewal option. In addition to the lease payments, Gold Dust
pays the Company an 8% royalty from placer gold production. Gold Dust may
terminate, with advance notice, its lease rights on any or all of the
claims. In May 1990, the Company entered into an addendum to the lease
extending the lease to cover the remaining two placer drainages under the
same terms and conditions of the original lease. At December 31, 1993, Gold
Dust was in arrears for $11,250 of the 1993 lease payment. Such amount was
not reflected as a receivable at December 31, 1993, and was recognized when
received in 1994, together with the full 1994 lease payment. At December
31, 1995, Gold Dust was in arrears for $10,500 of the 1995 lease payment.
Such amount was reflected as a receivable at December 31, 1995, as it was
received in February 1996. Gold Dust has given notice that, beginning in
1996, placer mining will be limited to one creek drainage. Accordingly, the
1996 lease fee will be $7,500.
-19-
<PAGE> 20
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
Notes to Financial Statements
December 31, 1995, 1994, and 1993
NOTE 3 -- RELATED PARTIES:
Included in expenses for the years presented are legal fees for services as
corporate counsel by Hollis H. Barnett, a stockholder, director, and secretary
of the Company.
Legal fees of Mr. Barnett charged to expense totalled $279 in 1995, $475 in
1994, and $1,481 in 1993. Accounts payable for unpaid legal fees totalled
$12,386 and $12,234 at December 31, 1995 and 1994, respectively.
NOTE 4 -- COMMON STOCK:
In 1995, the Company's former president was issued 153,846 shares of common
stock at $.13 per share in lieu of compensation for services of $20,000 from May
1, 1994 through May 31, 1995 ($4,000 in 1995 and $16,000 in 1994).
The former president was also granted an option to acquire up to 250,000
restricted shares of the Company's common stock during the three-year period
beginning June 1, 1994. The option may be exercised at the lesser of $.10 per
share or 50% of the average bid and asked price in any calendar quarter. Stock
option compensation recognized for 1994 totalled $6,250, based on the difference
between the option price and market value of the underlying shares at December
31, 1994. No stock option compensation was recognized in 1995. No options have
been exercised through December 31, 1995.
NOTE 5 -- NONCASH FINANCING ACTIVITIES:
Noncash financing activities for 1995, 1994, and 1993 consisted of the
following:
<TABLE>
<CAPTION>
<S> <C>
1995:
Shares issued for accrued officer's compensation............ $20,000
=======
1994:
Issuance of compensatory stock option to officer/director... $ 6,250
=======
1993:
No activity
</TABLE>
-20-
<PAGE> 21
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
Notes to Financial Statements
December 31, 1995, 1994, and 1993
NOTE 6 -- RECLAMATION COSTS:
The Company has accrued a liability of $20,000 as an estimated total cost of
reclamation at December 31, 1995 and 1994. This cost relates to remedial
actions at a single location to clean up ground contamination as required by the
State of Alaska. An outside consultant has estimated the clean-up costs at
$20,000 to $30,000.
NOTE 7 -- INCOME TAXES:
In January 1993, the Company adopted Statement of Financial Accounting Standards
No. 109 (SFAS 109), "Accounting for Income Taxes." The adoption of SFAS 109
changes the Company's method of accounting for income taxes from the deferred
method (APB 11) to an asset and liability approach. Previously, the Company
deferred the past tax effects of timing differences between financial reporting
and taxable income. The asset and liability approach requires the recognition of
deferred tax liabilities and assets for the expected future tax consequences of
temporary differences between the carrying amounts and the tax bases of assets
and liabilities. In adopting SFAS 109, there was no cumulative effect of the
change at January 1, 1993, as the full amount of deferred tax assets ($90,000)
was offset by valuation allowances.
At December 31, 1995 and 1994, the Company had deferred tax assets of $110,000
which were fully reserved by valuation allowances. Following are the components
of such assets and allowances:
<TABLE>
<CAPTION>
December 31,
------------------------
1995 1994
---- ----
<S> <C> <C>
Deferred tax assets arising from:
Unrecovered promotional, exploratory, and
development costs...................... $ 56,000 $ 52,000
Accrued compensation.......................... 12,000 13,000
Net operating loss carryforwards.............. 42,000 45,000
--------- ---------
110,000 110,000
Less valuation allowance...................... (110,000) (110,000)
--------- ---------
Net deferred tax assets.......... $ - $ -
========= =========
</TABLE>
At December 31, 1995, the Company had federal tax-basis net operating loss
carryforwards totalling approximately $275,000 which will expire in various
amounts from 1997 through 2007. Changes in the deferred tax asset valuation
allowance for 1995, 1994, and 1993 relate only to corresponding changes in
deferred tax assets for those years.
-21-
<PAGE> 22
PART III
Item 10. Directors and Executive Officers
(a) Identification of Directors
<TABLE>
<CAPTION>
NAME (AGE) POSITION AND OFFICES
OF DIRECTOR HELD (YEAR FIRST ELECTED) PRINCIPAL OCCUPATION
- --------------------------------------------------------------------------------
<S> <C> <C>
Eskil Anderson President & Director Consulting Geologist
(82) 1972 Spokane, Washington
Stewart A. Jackson Vice President
PH.D. and Director (October Mining Geologist
(54) 1993) Littleton, Colorado
Leonard C. Havlis Director Computer Programmer
(67) 1972 Seattle School Dist.
Seattle, Washington
Ellamae Anderson Director Graduate Gemologist
(73) October, 1986 and Gem Appraiser
Spokane, Washington
Hollis H. Barnett Secretary and Director Attorney at Law
(56) October, 1986 Campbell, Dille, &
Barnett
Puyallup, Washington
</TABLE>
There are no arrangements or understandings between any of the foregoing
persons and any other person or persons pursuant to which any of the foregoing
persons were named as Directors.
(b) Identification of Executive Officers
<TABLE>
<CAPTION>
NAME OF OFFICER AGE OFFICE HELD
- --------------------------------------------------------------------------------
<S> <C> <C>
Eskil Anderson 82 President
Stewart A. Jackson 54 Vice President
Hollis H. Barnett 56 Secretary
</TABLE>
There are no arrangements or understandings between any of the foregoing
persons and any other person or persons pursuant to which any of the foregoing
persons were named as executive officers.
(c) Not Applicable.
(d) Eskil Anderson and Ellamae Anderson are husband and wife. Hollis H.
Barnett is married to Eskil and Ellamae Anderson's
Page 22
<PAGE> 23
daughter. There are no other "family relationships" as that term is defined
under the instructions for Form 10-K existing between any of the Registrant's
executive officers.
(e)(1) Eskil Anderson is an independent consulting geologist and has
practiced as an independent consulting geologist for over 40 years. He had
served as President for the Registrant for many years and stepped down to allow
Stewart Jackson to become President in May 1994. In April 1995, Mr. Anderson
was elected President.
Hollis H. Barnett is a practicing attorney, having practiced law for 26
years, and has served the Registrant as Director and Secretary since October,
1986.
Leonard C. Havlis is retired from the Seattle School District, and has
served as a director of the Registrant since 1972.
Ellamae Anderson is a graduate Gemologist of the G.I.A. (Gemological
Institute of America), is a gem appraiser, and has a small gemological service
business. She assisted the corporation Secretary from 1972 to present and was
the corporation's transfer agent from 1972 to 1980. She was a trustee for the
N.W. Mining Association from 1977-79 and founded and produced the first two
issues of the annual N.W. Mining Association Service Directory. She has been a
Director since October, 1986.
Stewart A. Jackson, Ph.D., has been a Mining Geologist for many years,
and has been affiliated with several mining corporations. His office is in
Littleton, Colorado, where he is actively engaged in mining ventures. Mr.
Jackson serves on the board of directors of Monument Resources, Inc.,
Continental Precious Minerals, Inc., Jopeck Resources, LTD., and as president of
Layfield Resources, Inc., all public companies involved in mining activities.
Mr. Jackson is an experienced professional with 30 years in the mineral
industry, involved in the exploration and development of both base and precious
metal deposits in a wide range of environments for both large and small
companies.
(2) None of the directors is also a director of any company with
a class of securities registered pursuant to Section 12 of the Exchange Act or
subject to Section 15(d) of the Act, or of any company registered under the
Investment Company Act of 1940 except Stewart A. Jackson.
(f) Involvement in Certain Legal Proceedings: None
(g) Promoters and Control Person: Not Applicable
Page 23
<PAGE> 24
Item 11. Executive Compensation
A summary of cash and other compensation for the Company's presidents
(chief executive officer) for the first three most recent years as follows:
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
<TABLE>
<CAPTION>
NAME AND PRINCIPAL FISCAL ALL OTHER
POSITION YEAR SALARY (a) COMPENSATION
- -------- ---- ---------- ------------
<S> <C> <C> <C>
Eskil Anderson, 1995 $20,300 -0-
President (b) 1994 $14,500 -0-
1993 $35,000 -0-
Stewart Jackson,
President (b) 1995 $ 4,000 (c)
1994 $16,000 (c) $6,250 (d)
1993 -0- -0-
Each other executive
officer having over
$100,000 of annual
compensation None None
</TABLE>
(a) Salary includes both cash and accrued salary for the year.
(b) Stewart Jackson began his term as President in May 1994, when Eskil
Anderson resigned that position. Mr. Anderson had held that position
for many years. Mr. Jackson resigned that position in April of 1995 and
Mr. Anderson was elected President effective May of 1995, and Mr.
Jackson Vice President.
(c) Compensation for services for the period of May 1, 1994 to April 1,
1995, was paid through the issuance of 153,846 shares of authorized but
unissued common stock at a price of $.13 per share.
(d) Represents the compensation value of a stock option granted in 1994.
The option had not been exercised through December 31, 1995, and no
option shares have been issued to date.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Security ownership of certain beneficial owners:
(b) Security ownership of Management:
Page 24
<PAGE> 25
<TABLE>
<CAPTION>
TITLE OF NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ----- ---------------- -------------------------------
<S> <C> <C> <C>
Common Eskil Anderson &
Ellamae Anderson 784,577 9.4%
Spokane, WA
Common *Leonard Havlis 50,466 .6%
Seattle, WA
Common Hollis H. Barnett 148,498 1.8%
Puyallup, WA
Common **Stewart Jackson 153,846 1.8%
Littleton, CO
Common Total of all officers 1,137,387 shares 13.6%
directors: of record and
beneficially
</TABLE>
*In addition to the shares beneficially owned, Leonard C. Havlis,
director, has the right to vote an additional 9,500 shares as custodian under
the Uniform Gifts to Minors Act.
**In addition to the shares beneficially owned, Stewart Jackson, vice
president and director, has an option to acquire up to 250,000 common shares
during the period 5/1/94 to 4/1/97.
(c) Changes in Control:
There are no arrangements known to the Registrant the operation of which
may at a subsequent time result in the change of control of the Registrant.
Item 13. Certain Relationship and Related Transactions
There are no transactions or series of similar transactions since the
beginning of Registrant's last fiscal year in which any of the directors or
executive officers, nominees for election as a director, security holder known
to the Registrant to be owner of record, or beneficially, or 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 persons is involved, or any currently
proposed transactions, or series of similar transactions, to which the
Registrant or any of its subsidiaries was or is to be a party, in which the
amount involved exceeds $60,000.00
Page 25
<PAGE> 26
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following documents are filed as a part of the report:
1. All financial statements; see Item 8.
2. There are no financial statements required to be filed by Item
8 of this Form.
3. Exhibits required to be filed by Item 601 of Regulation S-K.
(b) Reports on Form 8-K. No reports on Form 8-K have been filed during
the last quarter of the period covered by this report.
(c) Not Applicable.
(d) Not Applicable.
Page 26
<PAGE> 27
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 thereunto duly authorized.
LITTLE SQUAW GOLD MINING COMPANY
Date: March 21, 1996 By: Eskil Anderson
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
LITTLE SQUAW GOLD MINING COMPANY
Date: March 21, 1996 By: Hollis H. Barnett
Secretary and Director
Date: March 21, 1996 By: Stewart Jackson
Director & Vice President
Date: March 21, 1996 By: Leonard Havlis
Director
Date: March 21, 1996 By: Ellamae Anderson
Director
Page 27
