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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, 1998
Commission File No. 001-06412
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:
Name of Each
Title of Each Class Exchange on which Registered
Common stock, $.10 par value Spokane Quotation Service
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 20, 1998, 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 $417,570 (based on the average bid and asked
prices on that date in the amount of $.05 per share).
Documents incorporated by reference - None.
*******************************************************************************
DOCUMENT PAGE: 1 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
FORM 10K
For the Period Ended December 31, 1998
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 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 conclusions from his report are referred to in the section "Description of
Property." The Registrant does not have sufficient funds to undertake
development of the lodes or placer creek drainages, and is actively looking for
a joint venturer mining company to assist the Registrant in the development of
the properties. The long term potential for the district lies in the
development of the lodes which will initially require a substantial drilling
exploration commitment.
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 1996, a lease amendment was entered into
between registrant lessor and Old Gold Dust Mines, lessee, wherein Little Squaw
DOCUMENT PAGE: 2 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
FORM 10K
For the Period Ended December 31, 1998
Creek, Big Squaw Creek and Tobin Creek drainages were excluded from the lease
and the lessor currently has an operating lease only on the Big Creek and St.
Mary's Creek drainages.
During 1996, 1997, and 1998, these placer mining operations were conducted on
the Big Creek drainage.
In the late summer of 1997, a placer mining lease was executed by the registrant
with DayCreek Mining Company, Inc., an Alaskan corporation. The lease includes
the placer mining claims only for the Tobin Creek drainages, Big Squaw Creek and
Little Squaw Creek drainages, but does not include the Big Creek and St. Mary's
Creek drainages which are currently leased to Gold Dust Mines. Under the terms
of the lease with DayCreek Mining Company, Inc., they are to enter into an
extensive drilling program each year to determine the extent of the approvable
placer reserves. This lease was not entered until the later part of the 1997
season, however the lessee was able to conduct a limited drilling program.
Drilling was to have continued in 1998, however, the lessee was not able to
conduct the drilling operations due to lack of finances, and a declaration of
forfeiture was given to the lessees in February of 1999.
(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 lode claims were last leased between 1979 and 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 1998.
At this time the Registrant is actively seeking a company that would be
interested in exploring and developing lode claims as well as the remaining
placer claims.
PLACER OPERATION: The current lessee of the Big Creek and St. Mary's Creek
drainages, 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 1998, the lessee
recovered a total of 251 ounces of placer gold from the Big Creek drainage.
DOCUMENT PAGE: 3 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
FORM 10K
For the Period Ended December 31, 1998
During 1996, the lessee recovered a total of 699 ounces of placer gold from the
Big Creek drainage. During 1995, lessee concentrated primarily 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 with DayCreek Mining Company, Inc., for the placer claims required the
lessee to do exploratory placer drilling on Little Squaw Creek and Big Squaw
Creek. In 1997 some limited drilling was performed, but not the extent required
by the lease. The report prepared by Gary Fitch, Economic Geologist, at
Fairbanks, Alaska, stated that the drilling was completed between August 30, and
October 5, of 1997. Fifteen (15) holes were drilled and sampled. Twelve (12)
were on Little Squaw Creek and three (3) on Big Squaw Creek. The project
summary included the following report on Little Squaw Creek:
"Drilling accomplished the initial stages of defining a minable deposit by
establishing a 2410 troy ounce proven reserve with remains open-ended laterally
and down-valley. A thirteen thousand (13,000) oz probable reserve is estimated
along twelve hundred (1,200) feet of the creek surrounding the proven block.
Impressive high grades are recorded in Little Squaw Bench production figures,
reported at the Carlson & Buckley shaft and encountered in some of the 1997
drill holes."
The lessee was unable to meet any drilling requirements in 1998 and due to this
breach, along with other specified breaches, the Lease was terminated by the
Registrant. It is unknown whether the Registrant will need to seek a legal
declaration of forfeiture at this time.
Total historical sales of gold from the entire district are about 82,192 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.
DOCUMENT PAGE: 4 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
FORM 10K
For the Period Ended December 31, 1998
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, however the Registrant has given a
termination of lease notice to Day Creek Mining Company and it is unknown at
this time as to whether the Registrant will need to seek a legal declaration
confirming the forfeiture.
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.
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 bid and asked sale prices for
the stock for each quarterly period during the past three years are as follows:
DOCUMENT PAGE: 5 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
FORM 10K
For the Period Ended December 31, 1998
<TABLE>
Quarter Lowest Price Reported Highest Price Reported
<S> <C> <C>
First 1996 .07 .09
Second 1996 .07 .10
Third 1996 .06 .13
Fourth 1996 .09 .13
First 1997 .09 .09
Second 1997 .08 .09
Third 1997 .11 .12
Fourth 1997 .07 .08
First 1998 .07 .10
Second 1998 .08 .10
Third 1998 .08 .09
Fourth 1998 .03 .08
</TABLE>
(b) As of December 31, 1998, there were approximately 3,591 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.
Item 6. Selected Financial Data
<TABLE>
<CAPTION>
Years Ended December 31,
1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
Revenues $28,311 $24,498 $21,297 $9,339 $13,348
Net Loss $30,681 $31,828 $39,963 $30,728 $43,793
Loss per share $.00367 $.00376 $.00472 $.00368 $.00530
Total Assets $324,838 $313,485 $304,488 $311,826 $320,712
Long-Term
Obligations 0 0 0 0 0
Cash Dividend
Declared per
share. 0 0 0 0 0
</TABLE>
DOCUMENT PAGE: 6 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
FORM 10K
For the Period Ended December 31, 1998
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 actively seeking joint venturer mining companies capable of
developing the lode operations.
There is a small portion of the property next to the millsite, which has been
identified by the state as requiring cleanup. The estimated cost for cleanup is
$20,000.00-30,000.00, 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 1997.
Item 8. Financial Statements and Supplementary Data Index to Financial
Statements
Independent Auditors' Report 8
Balance Sheets, December 31, 1998 and 1997 9
Financial Statements for the Years Ended
December 31, 1998, 1997, 1996, and from
inception (March 26, 1959) through December
31, 1998:
Statements of Operations. 10
Statements of Cash Flows. 11-12
Statement of Stockholders' Equity 13-19
Notes to Financial Statements 20-23
Consent of Auditors 24
DOCUMENT PAGE: 7 of 30
<PAGE>
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, 1998 and 1997, and the
related statements of operations, cash flows, and stockholders' equity for each
of the three years in the period ended December 31, 1998, and for the period
from March 26, 1959 (inception) through December 31, 1998. 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 reason-able 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, 1998 and 1997, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1998, and the period from March 26, 1959 (inception) through December 31, 1998,
in conformity with generally accepted accounting principles.
/S/ LeMASTER & DANIELS PLLC
Certified Public Accountants
Spokane, Washington
March 10, 1999
DOCUMENT PAGE: 8 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
<TABLE>
<CAPTION>
BALANCE SHEETS
December 31,
-------------------------------
1998 1997
---------------- -------------
ASSETS
<C> <S> <S>
CURRENT ASSETS:
Cash . . . . . . . . . . . . . . . . . . . . . . $ 25,376 $ 19,014
Cash investment. . . . . . . . . . . . . . . . . 10,000 10,000
Account receivable, other. . . . . . . . . . . . 181 -
Gold inventory . . . . . . . . . . . . . . . . . 25,281 20,471
---------------- ------------
Total current assets . . . . . . . . . . . . . . 60,838 49,485
---------------- ------------
PLANT, EQUIPMENT, AND MINING CLAIMS:
Mine buildings . . . . . . . . . . . . . . . . . 25,911 25,911
Mining and other equipment . . . . . . . . . . . 141,692 141,692
---------------- ------------
167,603 167,603
Less accumulated depreciation. . . . . . . . . . 167,603 167,603
---------------- ------------
- -
Mining claims. . . . . . . . . . . . . . . . . . 264,000 264,000
---------------- ------------
264,000 264,000
---------------- ------------
$ 324,838 $ 313,485
================ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable, related party. . . . . . . . . $ 20,759 $ 20,060
Accrued payroll. . . . . . . . . . . . . . . . . 186,250 147,850
Accrued and withheld payroll taxes . . . . . . . 14,029 11,094
Other accrued expense. . . . . . . . . . . . . . 20,000 20,000
---------------- ------------
Total current liabilities. . . . . . . . . . . . 241,038 199,004
---------------- ------------
CONTINGENCY - -
STOCKHOLDERS' EQUITY:
Common stock--12,000,000 shares, $.10 par value,
authorized; 8,468,506 shares issued. . . . . . . 846,850 846,850
Additional paid-in capital . . . . . . . . . . . 351,237 351,237
Deficit accumulated during the development stage (1,106,113) (1,075,432)
---------------- ------------
91,974 122,655
Less treasury stock, 117,103 shares, at cost . . 8,174 8,174
---------------- ------------
Total stockholders' equity . . . . . . . . . . . 83,800 114,481
---------------- ------------
$ 324,838 $ 313,485
================ ============
</TABLE>
See accompanying notes to financial statements.
DOCUMENT PAGE: 9 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
From Inception
(March 26, 1959)
Years Ended December 31, Through
---------------------------- December 31,
1998 1997 1996 1998
--------- -------- ------- ------------------
<C> <S> <S> <S> <S>
REVENUES:
Royalties, net. . . . . . . . . . . . $ 4,811 $ 2,016 $17,806 $ 398,163
Management fees . . . . . . . . . . . - - - 4,500
Stock transfer fees . . . . . . . . . - - - 16,586
Interest income . . . . . . . . . . . 1,000 - - 25,341
Gold sales and sundry . . . . . . . . - - - 7,642
Lease and rental. . . . . . . . . . . 22,500 22,482 3,491 99,330
--------- -------- ------- ------------------
28,311 24,498 21,297 551,562
--------- -------- ------- ------------------
EXPENSES:
Management fees and salaries. . . . . 38,400 32,150 38,400 801,757
Directors' fees . . . . . . . . . . . - - - 63,775
Professional services . . . . . . . . 7,330 11,579 5,854 253,228
Telephone . . . . . . . . . . . . . . 408 353 357 23,947
Interest. . . . . . . . . . . . . . . - - - 35,986
Office and other rent . . . . . . . . 3,048 3,012 2,904 54,027
Office supplies and expense . . . . . 1,806 1,586 2,390 125,986
Taxes, payroll and other. . . . . . . 3,538 3,523 4,394 81,698
Travel and meetings . . . . . . . . . 897 495 2,260 57,614
Depreciation. . . . . . . . . . . . . - - - 5,248
Reclamation and miscellaneous . . . . 3,565 3,628 4,701 71,071
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
--------- -------- ------- ------------------
58,992 56,326 61,260 1,657,675
--------- -------- ------- ------------------
NET LOSS. . . . . . . . . . . . . . . $30,681 $ 31,828 $39,963 $ 1,106,113
========= ======== ======= ==================
Loss per share of stock outstanding . $.00367 $ .00376 $.00472
========= ======== =======
</TABLE>
See accompanying notes to financial statements.
DOCUMENT PAGE: 10 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
From Inception
(March 26, 1959)
Years Ended December 31, Through
------------------------------- December 31,
1998 1997 1996 1998
---------- --------- -------- ----------------
<C> <S> <S> <S> <S>
INCREASE (DECREASE) IN CASH
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss. . . . . . . . . . . . . . . . $(30,681) $(31,828) $(39,963) $ (1,106,113)
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 . . . . . . . . . . . - (6,250) - 184,782
(Increase) decrease in current assets:
Accounts receivable . . . . . . . . . . (181) 285 10,215 (181)
Inventory . . . . . . . . . . . . . . . (4,810) (2,016) (17,807) (25,281)
Increase in current liabilities:
Accounts payable. . . . . . . . . . . . 699 6,224 1,171 20,759
Accrued payroll . . . . . . . . . . . . 38,400 38,400 28,750 186,250
Accrued and withheld
payroll taxes . . . . . . . . . . . . . 2,935 2,451 2,704 14,029
Other accrued expense . . . . . . . . . - - - 20,000
---------- --------- -------- ----------------
Net cash provided by
(used in) operating
activities. . . . . . . . . . . . . . . 6,362 7,266 (14,930) (700,022)
---------- --------- -------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Receipts attributable to unrecovered
promotional, exploratory, and
development costs . . . . . . . . . . . - - 4,009 626,942
Sale of equipment . . . . . . . . . . . - - - 60,000
Investment in certificates of deposit . - (10,000) - (10,000)
Additions to plant, equipment, and
unrecovered promotional,
exploratory, and development costs. . . - - - (343,368)
---------- --------- -------- ----------------
Net cash provided by
(used in) investing
activities. . . . . . . . . . . . . . . - (10,000) 4,009 333,574
---------- --------- -------- ----------------
</TABLE>
See accompanying notes to financial statements.
DOCUMENT PAGE: 11 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
STATEMENTS OF CASH FLOWS (Continued)
<TABLE>
<CAPTION>
From Inception
(March 26, 1959)
Years Ended December 31, Through
------------------------------- December 31,
1998 1997 1996 1998
---------- --------- -------- ----------------
<C> <S> <S> <S> <S>
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock. . . . . . . . - - - 400,481
Acquisition of treasury stock . . . . . - - - (8,174)
Organizational costs. . . . . . . . . . - - - (483)
---------- --------- -------- ----------------
Net cash provided by
financing activities. . . . . . . . . . - - - 391,824
---------- --------- -------- ----------------
NET INCREASE (DECREASE) IN CASH . . . . 6,362 (2,734) (10,921) 25,376
CASH, BEGINNING OF YEAR/PERIOD. . . . . 19,014 21,748 32,669 -
---------- --------- -------- ----------------
CASH, END OF YEAR/PERIOD. . . . . . . .$ 25,376 $ 19,014 $ 21,748 $ 25,376
========== ========= ========= ===============
</TABLE>
See accompanying notes to financial statements.
DOCUMENT PAGE: 12 of 30
<PAGE>
*Begin Landscape Page Orientation And 9pt Type Size*
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
Statement of Stockholders' Equity
From Inception (March 26, 1959) through December 31, 1998
<TABLE>
Deficit
Shares Issued for Basis of Common Stock Accumulated
______________________ Assignment of Amount ____________________ Additional During the Trea-
Noncash for Noncash Paid-in Development sury
Year Transaction Cash Consideration Consideration Shares Par Value Capital Stage Stock Total
____ ___________ ____ ________________ ____________________ _________ _________ __________ ___________ ________ _________
<C> <C> <C> <C> <C> <S> <S> <S> <S> <S> <S>
1959 Issuance of
shares X ) ) 441,300 $ 44,130 $ - $ - $ - $ -
Net loss - - - (428) - 43,702
1960 Issuance of
shares X ) ) 443,780 43,378 - - - -
Net loss - - - (769) - 86,311
1961 Issuance of
shares X ) ) 306,620 30,662 - - - -
Issuance of
shares X ) ) 25,010 2,501 5,002 - - -
Net loss - - - (12,642) 111,834
1962 Issuance of
shares X ) ) 111,239 11,124 - - - -
Issuance of
shares X ) ) 248,870 24,887 49,773 - - -
Issuance of
shares )Mining leases )Par value of
) ) stock issued 600,000 60,000 - - - -
Net loss - - - (5,078) 252,540
1963 Issuance of
shares X ) ) 223,061 22,306 - - - -
Issuance of
shares X ) ) 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 X ) ) 19,167 1,917 3,833 - - -
Issuance of
shares )Salaries )Price per share issued
) ) for cash during period 19,980 1,998 3,996 - - -
Net loss - - - (9,239) 270,653
(continued next page)
</TABLE>
See accompanying notes to financial statements.
DOCUMENT PAGE: 13 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
Statement of Stockholders' Equity (continued)
From Inception (March 26, 1959) through December 31, 1998
<TABLE>
Deficit
Shares Issued for Basis of Common Stock Accumulated
______________________ Assignment of Amount ____________________ Additional During the Trea-
Noncash for Noncash Paid-in Development sury
Year Transaction Cash Consideration Consideration Shares Par Value Capital Stage Stock Total
____ ___________ ____ ________________ ____________________ _________ _________ __________ ___________ ________ _________
<C> <C> <C> <C> <C> <S> <S> <S> <S> <S> <S>
1966 Issuance of
shares X ) ) 29,970 $ 2,997 $ - $ - $ - $ -
Issuance of
shares X ) ) 5,200 520 520 - - -
Net loss - - - (7,119) - 267,571
1967 Issuance of
shares X ) ) 3,700 370 740 - - -
Issuance of
shares )Engineering and )Par value of
) management fees ) stock issued 24,420 2,442 - - - -
Issuance of
shares )Auditing fees ) 2,030 203 406 - - -
Net loss - - - (5,577) - 266,155
1968 Issuance of
shares X ) ) 64,856 6,486 12,971 - - -
Issuance of
shares )Salaries )Price per share 19,980 1,998 3,996 - - -
Issuance of ) ) issued for cash
shares )Directors' fees ) during period 30,000 3,000 6,000 - - -
Net loss - - - (7,322) - 293,284
1969 Issuance of
shares X 12,760 1,276 2,552 - - -
Issuance of
shares X 338,040 33,804 85,432 - - -
Issuance of
shares )Salaries )Approximate price
) ) per share 24,000 2,400 4,800 - - -
Issuance of
shares )Consideration for)issued for cash
) co-signatures )during period 50,004 5,000 10,001 - - -
Net income - - - 2,272 - 440,821
(continued next page)
</TABLE>
See accompanying notes to financial statements.
DOCUMENT PAGE: 14 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
Statement of Stockholders' Equity (continued)
From Inception (March 26, 1959) through December 31, 1998
<TABLE>
Deficit
Shares Issued for Basis of Common Stock Accumulated
______________________ Assignment of Amount ____________________ Additional During the Trea-
Noncash for Noncash Paid-in Development sury
Year Transaction Cash Consideration Consideration Shares Par Value Capital Stage Stock Total
____ ___________ ____ ________________ ____________________ _________ _________ __________ ___________ ________ _________
<C> <C> <C> <C> <C> <S> <S> <S> <S> <S> <S>
1970 Issuance of
shares X ) ) 1,000 $ 100 $ 400 $ - $ - $ -
Issuance of
shares )Salaries )Price per share
) ) issued for cash in
) ) prior period 1,500 150 300 - - -
Issuance of
shares )Salaries )Price per share
) ) issued for cash in
) ) current period 444 44 178 - - -
Net loss - - - (8,880) - 433,113
1971 Issuance of
shares X 13,000 1,300 1,500 - - -
Issuance of
shares )Purchase of )
) assets of )
) Chandalar Mining)Par value of stock
) & Milling Co. ) issued 336,003 33,600 - - - -
Net loss - - - (2,270) - 467,243
1972 Issuance of
shares )Purchase of )
) assets of )
) Chandalar Mining)Par value of stock
) & Milling Co. ) issued 413,997 41,400 - - - -
Issuance of
shares )Additional )
) exploratory and )
) development costs)
) through payment )
) of Chandalar )
) Mining & Milling)Dollar value of
) Co. liabilities ) liabilities paid 55,657 5,566 15,805 - - -
(continued next page)
</TABLE>
See accompanying notes to financial statements.
DOCUMENT PAGE: 15 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
Statement of Stockholders' Equity (continued)
From Inception (March 26, 1959) through December 31, 1998
<TABLE>
Deficit
Shares Issued for Basis of Common Stock Accumulated
______________________ Assignment of Amount ____________________ Additional During the Trea-
Noncash for Noncash Paid-in Development sury
Year Transaction Cash Consideration Consideration Shares Par Value Capital Stage Stock Total
____ ___________ ____ ________________ ____________________ _________ _________ __________ ___________ ________ _________
<C> <C> <C> <C> <C> <S> <S> <S> <S> <S> <S>
Receipt of ) $ $ $ $ $
Treasury )
stock in )
satisfaction)
of accounts )
receivable )
and invest- )
ment in Chan-)
dalar Mining)
& Milling Co) (125,688) (12,569) (977) - (13,546) -
Issuance of
shares )Mining claims )Par value of stock
) ) issued 2,240,000 224,000 - 13,527 -
Net loss - - - (65,175) - 675,274
1973 Net loss - - - (16,161) - 659,113
1974 Net loss - - - (13,365) - 645,748
1975 Net loss - - - (15,439) - 630,309
1976 Net loss - - - (5,845) - 624,464
1977 Issuance of
shares )Purchase of )
)assets of )
)Mikado Gold )Par value of stock
)Mines ) issued 1,100,100 110,010 - - - -
Net loss (15,822) - 718,652
1978 Issuance of
shares )Mining claims )Par value of stock
Issuance of ) )issued 400,000 40,000 - - - -
shares )Directors' fees) 40,000 4,000 3,200 - - -
Issuance of
shares )Management fees,)
)notes payable, )
)and accrued )Approximate market
)interest )price per share 109,524 10,952 8,762 - - -
Net loss - - - (39,144) - 746,422
(continued next page)
</TABLE>
See accompanying notes to financial statements.
DOCUMENT PAGE: 16 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
Statement of Stockholders' Equity (continued)
From Inception (March 26, 1959) through December 31, 1998
<TABLE>
Deficit
Shares Issued for Basis of Common Stock Accumulated
______________________ Assignment of Amount ____________________ Additional During the Trea-
Noncash for Noncash Paid-in Development sury
Year Transaction Cash Consideration Consideration Shares Par Value Capital Stage Stock Total
____ ___________ ____ ________________ ____________________ _________ _________ __________ ___________ ________ _________
<C> <C> <C> <C> <C> <S> <S> <S> <S> <S> <S>
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 )Directors' fees )Approximate market
) ) price per share 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 )Directors' fees )Approximate market
) ) price per share 40,000 4,000 12,000 - - -
Net loss - - - (78,829) - 479,462
1986 Issuance of
shares X 44,444 4,444 5,556 - - -
Net loss - - - (32,681) - 456,781
1987 Issuance of
shares )Officer salary ) 166,000 16,600 18,500 - - -
Issuance of ) )Approximate
stock option )Legal fees ) market price per - - 12,360 - - -
Issuable shares )Directors' fees ) share - - 4,095 - - -
Issuance of
stock option )Equipment )Value of equipment - - 60,000 - - -
Net loss - - - (48,057) - 520,279
1988 Issuance of
shares )Officer salary )Approximate 194,444 19,444 (1,944) - - -
Issuance of ) ) market
stock option )Legal fees ) price per - - 6,200 - - -
Issuable shares )Directors' fees ) per share - - 1,080 - - -
Issuance of )Settlement of
shares ) stock option )Approximate market
) price when option
) was granted 58,860 5,886 (5,886) - - -
(continued next page)
</TABLE>
See accompanying notes to financial statements.
DOCUMENT PAGE: 17 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
Statement of Stockholders' Equity (continued)
From Inception (March 26, 1959) through December 31, 1998
<TABLE>
Deficit
Shares Issued for Basis of Common Stock Accumulated
______________________ Assignment of Amount ____________________ Additional During the Trea-
Noncash for Noncash Paid-in Development sury
Year Transaction Cash Consideration Consideration Shares Par Value Capital Stage Stock Total
____ ___________ ____ ________________ ____________________ _________ _________ __________ ___________ ________ _________
<C> <C> <C> <C> <C> <S> <S> <S> <S> <S> <S>
1988 Issuance of $ $ $ $ $
(cont) shares )Settlement of )
)stock right )Approximate market
) ) price when right
) ) was granted 19,500 1,950 (1,950) - - -
Net loss - - - (46,961) - 498,098
1989 Issuance of
shares )Settlement of )
) stock option )Approximate market
) ) price when option
) ) was granted 68,888 6,889 (6,889) - - -
Issuance of
shares )Settlement of )
) stock right )Approximate market
) ) price when right
) ) was granted 12,000 1,200 (1,200) - - -
Net loss - - - (59,008) - 439,090
1990 Net loss - - - (37,651) - 401,439
1991 Issuance of
shares )Directors' fees )Approximate market
) ) price per share 24,000 2,400 - - - -
Purchase of
20,000
treasury
shares X - - - - (1,500) 360,164
Net loss - - - (42,175) - -
1992 Purchase of
32,000
treasury
shares X - - - - (1,680) -
Net loss - - - (41,705) - -
1993 Net loss - - - (71,011) - -
(continued next page)
</TABLE>
See accompanying notes to financial statements.
DOCUMENT PAGE: 18 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
Statement of Stockholders' Equity (continued)
From Inception (March 26, 1959) through December 31, 1998
<TABLE>
Deficit
Shares Issued for Basis of Common Stock Accumulated
______________________ Assignment of Amount ____________________ Additional During the Trea-
Noncash for Noncash Paid-in Development sury
Year Transaction Cash Consideration Consideration Shares Par Value Capital Stage Stock Total
____ ___________ ____ ________________ ____________________ _________ _________ __________ ___________ ________ _________
<C> <C> <C> <C> <C> <S> <S> <S> <S> <S> <S>
1994 Issuance of $ $ $ $ $
stock )Officer compen- )Approximate market
option ) sation ) price per share - - 6,250 - - -
Net loss - - - (43,793) - -
_________ _________ __________ ___________ ________ _________
Balances,
December 31, 1994 8,314,660 831,465 352,872 (972,913) (3,199) 208,225
1995 Issuance of
shares )Officer compen- )Approximate market
) sation )price per share 153,846 15,385 4,615 - - -
Purchase of
65,000
treasury
shares X - - - - (4,975) -
Net loss - - - (30,728) - -
_________ _________ __________ ___________ ________ _________
Balances,
December 31, 1995 8,468,506 846,850 357,487 (1,003,641) (8,174) 192,522
1996 Net loss - - - (39,963) - -
_________ _________ __________ ___________ ________ _________
Balances,
December 31, 1996 8,468,506 846,850 357,487 (1,043,604) (8,174) 152,559
1997 Expiration of
stock option - - (6,250) - - (6,250)
Net loss - - - (31,828) - (31,828)
_________ _________ __________ ___________ ________ _________
Balances,
December 31, 1997 8,468,506 $846,850 $ 351,237 $(1,075,432) $(8,174) $(114,481)
1998 Net loss - - - (30,681) - (30,681)
_________ _________ __________ ___________ ________ _________
Balances,
December 31, 1998 8,468,506 $846,850 $ 351,237 $(1,106,113) $(8,174) $ 83,800
========= ========= ========== =========== ======== =========
</TABLE>
*End Landscape Page Orientation And 9pt Type Size*
See accompanying notes to financial statements.
DOCUMENT PAGE: 19 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
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
occurred 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. Inventory market value adjustments
are included in royalty income.
Plant, Equipment, and Accumulated Depreciation:
Such assets are based at 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 ($-0- in 1998, $-0- in 1997, and $1,114 in 1996) are
based on the straight-line method over 5- to 25-year periods. The total
depreciation provision for the year 1996 was 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 (principally placer lease fees
received) are based on cash expenditures and shares of the Company's common
stock issued in payment of incurred and dollar-valued liabilities. Through
December 31, 1998 and 1997, shares of common stock previously issued for
unrecovered costs totalled 1,162,122 shares with a dollar value of $138,323.
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 percent gross royalty interest was retained by the partner-ship.
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 assign-ing values was not
determinable.
DOCUMENT PAGE: 20 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)
Mining Claims (Continued)
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 assign-ing 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 partner-ship.
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.
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. Also, accrued
officers' compensation is not deductible for income tax purposes until paid.
Deferred tax assets and liabilities represent the future tax return consequences
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 6.
Loss Per Share:
Such amounts are computed based on the weighted average number of shares
outstanding during the years (8,351,403 in 1998, 1997, and 1996).
Antidilutive stock option shares in 1996 are excluded from the computation.
DOCUMENT PAGE: 21 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
NOTE 2 -- LEASE OF MINING CLAIMS, MINE AND MILL BUILDINGS, AND EQUIPMENT:
Placer Mining Leases:
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
percent 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. Beginning in 1996, Gold Dust's placer mining was limited to one
creek drainage. Accordingly, the 1996 lease fee was $7,500, of which $4,009 was
reflected as a cost recovery of unrecovered promotional, exploratory, and
development costs (see note 1), and the remaining $3,491 was reported as lease
income in the 1996 statement of operations. Lease fees of $7,500 for both 1997
and 1998 have been reported as lease income in the statements of operations.
During 1997, the Company also entered into a similar placer mining lease with
Day Creek Mining Co. The lease fee received from this lessee totalled $14,982
for 1997 and $15,000 for 1998, which are reported as lease income in the
statements of operations.
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 $1,525 in 1998, $5,884 in
1997, and $504 in 1996. Accounts payable for unpaid legal fees totalled $20,577
and $19,052 at December 31, 1998 and 1997, respectively.
NOTE 4 -- COMMON STOCK:
The Company's former president was 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 was not exercised by June 1, 1997, and
expired. Previously accrued stock option compensation of $6,250 was reversed as
a reduction in management fees and expenses in 1997.
NOTE 5 -- RECLAMATION COSTS:
The Company has accrued a liability of $20,000 as an estimated total cost of
reclamation at December 31, 1998 and 1997. 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.
DOCUMENT PAGE: 22 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
NOTE 6 -- INCOME TAXES:
At December 31, 1998 and 1997, the Company had deferred tax assets which were
fully reserved by valuation allowances. Following are the components of such
assets and allowances:
<TABLE>
<CAPTION>
December 31,
1998 1997
-------------- -------------
<S> <C> <C>
Deferred tax assets arising from:
Unrecovered promotional, exploratory, and
development costs $ 56,000 $ 56,000
Accrued compensation 27,000 22,000
Net operating loss carryforwards 42,000 42,000
-------------- -------------
125,000 120,000
-------------- -------------
Less valuation allowance (125,000) (120,000)
-------------- -------------
Net deferred tax assets $ - $ -
============== =============
</TABLE>
At December 31, 1998, the Company had federal tax-basis net operating loss
carryforwards totalling approximately $270,000 which will expire in various
amounts from 1999 through 2018. Changes in the deferred tax asset valuation
allowance for 1998, 1997, and 1996 relate only to corresponding changes in
deferred tax assets for those years.
DOCUMENT PAGE: 23 of 30
<PAGE>
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Little Squaw Gold Mining Company
Spokane, Washington
We hereby consent to the use of our opinion, dated March 10, 1999, on the
financial statements of Little Squaw Gold Mining Company as of December 31, 1998
and 1997, and for the years ended December 31, 1998, 1997, and 1996, and for the
period ended from March 26, 1959 (inception) through December 31, 1998, in the
Company's Form 10-K for the year ended December 31, 1998.
/s/LeMaster & Daniels, PLLC
Certified Public Accountants
Spokane, Washington
March 10, 1999
(This space left blank intentionally)
DOCUMENT PAGE: 24 of 31
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
FORM 10K
For the Period Ended December 31, 1998
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.
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 (85) President & Director Consulting Geologist
(1972) Spokane, Washington
Stewart A. Jackson Vice President
PH.D. and Director (October Mining Geologist
(57) 1993) Littleton, Colorado
Leonard C. Havlis Director Computer Programmer
(70) 1972 Seattle School Dist.
Seattle, Washington
Ellamae Anderson Director Graduate Gemologist
(76) October, 1986 and Gem Appraiser
Spokane, Washington
Hollis H. Barnett Secretary and Director Attorney at Law
(59) 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>
Name of Officer Age Office Held
<S> <C> <C>
Eskil Anderson 85 President
Stewart A. Jackson 57 Vice President
Hollis H. Barnett 59 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.
DOCUMENT PAGE: 25 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
FORM 10K
For the Period Ended December 31, 1998
(c) Not Applicable.
(d) Eskil Anderson and Ellamae Anderson are husband and wife. Hollis H.
Barnett is married to Eskil and Ellamae Anderson's 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 1996, Mr. Anderson was again
elected President.
Hollis H. Barnett is a practicing attorney, having practiced law for 29 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
Item 11. Executive Compensation
A summary of cash and other compensation for the Company's president (chief
executive officer) for the first three most recent years as follows:
DOCUMENT PAGE: 26 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
FORM 10K
For the Period Ended December 31, 1998
<TABLE>
<caption
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and Principal Fiscal All other
Position Year Salary (a) Compensation
<S> <C> <C> <C>
1998 $34,850 -0-
Eskil Anderson, 1997 $34,850 -0-
President 1996 $34,800 -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) 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.
(c) For the period 1993-1999 there is accrued salary owed to Eskil
Anderson of $164,650; and to Ellamae Anderson for secretary services of
$21,600; and the sum of $20,576.90 to Hollis Barnett for legal services.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Security ownership of certain beneficial owners:
(b) Security ownership of Management:
<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.
DOCUMENT PAGE: 27 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
FORM 10K
For the Period Ended December 31, 1998
(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
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.
(e) The company has determined it does not have a Y2K disclosure requirement.
DOCUMENT PAGE: 28 of 30
<PAGE>
LITTLE SQUAW GOLD MINING COMPANY
FORM 10K
For the Period Ended December 31, 1998
******************************************************************************
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
(Registrant)
Date: March 22, 1997 By: /s/ Eskil Anderson
____________________________________
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
(Registrant)
Date: March 22, 1999 By: /s/ Hollis H. Barnett
____________________________________
Hollis H. Barnett
Secretary and Director
Date: March 22, 1999 By: /s/ Stewart Jackson
____________________________________
Stewart Jackson
Director & Vice President
Date: March 22, 1999 By: /s/ Leonard Havlis
____________________________________
Leonard Havlis
Director
Date: March 22, 1999 By: /s/ Ellamae Anderson
____________________________________
Ellamae Anderson
Director
DOCUMENT PAGE: 29 of 30
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Balance Sheet for Little Squaw Gold Mining Company (a development stage
company) at December 31, 1998 (audited) and the Statement of Income for the
year ended December 31, 1998 (audited) and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 35,376
<SECURITIES> 0
<RECEIVABLES> 1,810
<ALLOWANCES> 0
<INVENTORY> 25,681
<CURRENT-ASSETS> 60,838
<PP&E> 431,603
<DEPRECIATION> (167,603)
<TOTAL-ASSETS> 324,838
<CURRENT-LIABILITIES> 241,038
<BONDS> 0
0
0
<COMMON> 846,850
<OTHER-SE> (763,050)
<TOTAL-LIABILITY-AND-EQUITY> 324,838
<SALES> 28,311
<TOTAL-REVENUES> 28,311
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 58,992
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (30,681)
<INCOME-TAX> 0
<INCOME-CONTINUING> (30,681)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (30,681)
<EPS-PRIMARY> (.004)
<EPS-DILUTED> (.004)
</TABLE>
