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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACTO OF 1934
For the quarter ended June 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to __________
Commission File Number: 2-89616
GOLDEN MAPLE MINING AND LEACHING COMPANY, INC.
(Exact name of Registrant as specified in charter)
Montana 82-0369233
State or other jurisdiction of I.R.S. Employer I.D. No.
incorporation or organization
421 Coeur d'Alene Avenue, Suite 3, Coeur d'Alene, ID 83814
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (208) 664-3544
Check whether the Issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such fling requirements for the past 90 days.
(1) Yes [ ] No [X] (2) Yes [X] No [ ]
State the number of shares outstanding of each of the Issuer's classes of common
equity as of the latest practicable date: At September 3, 1997, giving effect to
a one-for-25 reverse split effective August 26, 1997, there were 215,971 shares
of the Registrant's Common Stock outstanding.
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NOTE: GOLDEN MAPLE MINING AND LEACHING COMPANY, INC. (THE "COMPANY") HAS BEEN
DELINQUENT IN THE FILING OF ITS PERIODIC REPORTS SINCE MAY 1993. THIS REPORT IS
ONE OF SEVERAL REPORTS BEING FILED ESSENTIALLY SIMULTANEOUSLY IN ORDER TO BRING
THE COMPANY CURRENT IN ITS REPORTING OBLIGATIONS. UNLESS OTHERWISE INDICATED
THEREIN, THE REPORTS PROVIDE INFORMATION FOR THE PERIOD DESCRIBED IN THE COVER
PAGE THEREOF TO WHICH IT RELATES. SUCH INFORMATION SHOULD BE CONSIDERED IN
LIGHT OF ALL OTHER REPORTS FILED BY THE COMPANY, PARTICULARLY REPORTS BEING
FILED FOR SUBSEQUENT PERIODS.
PART I
ITEM 1. FINANCIAL STATEMENTS
The financial statements attached hereto and included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles nave been condensed or omitted.
However, in the opinion of management, all adjustments (which include only
normal recurring accruals) necessary to present fairly the financial position
and results of operations for the periods presented have been made. These
financial statements should be read in conjunction with the accompanying notes,
and with the historical financial information of the Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Since discontinuing operations in 1990, the Company has had no operations,
other than the ownership of unpatented mining claims which were abandoned in
August 1993. The Company was organized for the purpose of engaging in mining
activities; however, the Company does not have any significant cash or other
material assets, nor does it have an established source of revenues sufficient
to cover operating costs and to allow it to continue as a going concern. The
Company intends to take advantage of any reasonable business proposal presented
which management believes will provide the Company and its stockholders with a
viable business opportunity. The board of directors will make the final
approval in determining whether to complete any acquisition, and, unless
required by applicable law, the articles of incorporation, or the bylaws, or by
contract, stockholders' approval will not be sought.
The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and other
instruments will require substantial management time and attention and will
require the Company to incur costs for payment of accountants, attorneys, and
others. If a decision is made not to participate in or complete the acquisition
of a specific business opportunity, the costs incurred in a related
investigation will not be recoverable. Further, even if an agreement is reached
for the participation in a specific business opportunity by way of investment or
otherwise, the failure to consummate the particular transaction may result in a
the loss to the Company of all related costs incurred.
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Currently, management is not able to determine the time or resources that
will be necessary to locate and acquire or merge with a business prospect.
There is no assurance that the Company will be able to acquire an interest in
any such prospects, products, or opportunities that may exist or that any
activity of the Company, regardless of the completion of any transaction, will
be profitable. If and when the Company locates a business opportunity,
management of the Company will give consideration to the dollar amount of that
entity's profitable operations and the adequacy of its working capital in
determining the terms and conditions under which the Company would consummate
such an acquisition. Potential business opportunities, no matter which form
they may take, will most likely result in substantial dilution for the Company's
shareholders due to the possible issuance of stock to acquire such an
opportunity.
Liquidity and Capital Resources
As of June 30, 1997, the Company had no assets and liabilities in the
amount of $31,142, as compared to assets and liabilities of $840 and $216,598,
respectively, for the year ended December 31, 1996. The Company had no revenues
and had losses of $9,069 for the six months ended June 30, 1997. Likewise the
Company had no revenues during the three months ended June 30, 1997, and had
losses of $8,980. Since discontinuing operations in 1990, the Company has not
generated revenue and it is unlikely that any revenue will be generated until
the Company locates a business opportunity with which to acquire or merge.
Management of the Company will be investigating various business opportunities.
These efforts may cost the Company not only out-of-pocket expenses for its
management, but also expenses associated with legal and accounting costs. Some
expenses have been advanced by officers of the Company, but there is no
arrangement or assurance that such officers will continue to advance such costs
on behalf of the Company. There can also be no guarantees that the Company will
receive any benefits from the efforts of management to locate such business
opportunities.
The Company has had no employees since discontinuing its operations and
does not intend to employ anyone in the future, unless its present business
operations were to change. The president of the Company is providing the
Company with a location for its offices on a "rent free" basis. The Company is
not paying salaries or other forms of compensation to any officers or directors
of the Company for their time and effort. Unless otherwise agreed to by the
Company, the Company does intend to reimburse its officers and director for
out-of-pocket expenses.
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Results of Operations
The Company has not had any operations during the period ended June 30,
1997, and has not had any significant operations since discontinuing mining
operations in 1985. Since that time, the Company's only operations have
involved the negotiation of settlement of the Company's outstanding liabilities
and the ownership of unpatented mining claims which were acquired in 1986 and
abandoned in 1993.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Board of Directors called a special meeting of shareholders to be held
on June 30, 1997. On such date a quorum was not present and the meeting was
adjourned until a quorum could be obtained. On August 26, 1997, the meeting was
reconvened and the shareholders of the Company authorized a reverse split of the
5,401,279 outstanding shares of common stock of the Company at the rate of one
share for each twenty-five shares outstanding. The reverse spit reduced the
number of outstanding shares to approximately 215,971. In addition, the
shareholders approved an amendment to Article V of the Articles of Incorporation
of the Company to increase the number of authorized shares of common stock to
50,000,000 and to reduce the par value to $.001. Also, the shareholders elected
the three current directors.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The following exhibits are included as part of this report:
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EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE
3.1 Articles of Incorporation *
3.2 Amendment to Articles of Incorporation
dated March 28, 1983 *
3.3 Bylaws of the Company *
*Incorporated by reference from the Company's registration statement on
Form S-18 filed with the Securities and Exchange Commission, file no. 2-89616.
(b) Reports on Form 8-K: No reports on Form 8-K were filed during the quarter
covered by this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
GOLDEN MAPLE MINING AND
LEACHING COMPANY, INC.
Date: September 10, 1997 By /s/Donald L. Hess, President
Date: September 10, 1997 By /s/ Howard M. Oveson, Principal
Financial and Accounting Officer
<PAGE>
GOLDEN MAPLE MINING AND
LEACHING COMPANY, INC.
(UNAUDITED)
June 30, 1997
<PAGE>
GOLDEN MAPLE MINING AND
LEACHING COMPANY, INC. Statement of Financial Position as of
(Unaudited) June 30, 1997 and December 31, 1996
________________________________________________________________________________
<TABLE>
ASSETS
-------
<CAPTION>
June 30, December 31,
1997 1996
------------ ------------
<S> <C> <C>
CURRENT ASSETS - Cash $ 840
------------
TOTAL ASSETS $ -0- $ 840
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable $ $ 75,187
Interest payable to related party 81,524
Advances from and accounts payable to
related parties 31,142 59,887
------------ ------------
Total Current Liabilities 31,142 216,598
------------ ------------
STOCKHOLDERS' EQUITY
Common stock; $.01 par value; 10,000,000
shares authorized; 5,401,279 shares
issued and outstanding 54,013 54,013
Additional paid-in capital 1,158,066 1,158,066
Accumulated deficit (1,243,221) (1,427,837)
------------ ------------
Total Stockholders' Equity (31,142) (215,758)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ -0- $ 840
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
GOLDEN MAPLE MINING AND Statement of Operations For the
LEACHING COMPANY, INC. Three and Six Month Periods
(Unaudited) Ended June 30, 1997
________________________________________________________________________________
<TABLE>
<CAPTION>
Three Six
Months Months
------------ ------------
<S> <C> <C>
REVENUE $ -0- $ -0-
------------ ------------
OPERATING EXPENSES
Legal and accounting 6,740 6,740
Shareholders' meeting 2,127 2,127
Office 113 202
------------ ------------
Total operating expenses 8,980 9,069
------------ ------------
(LOSS) FROM OPERATIONS (8,980) (9,069)
------------ ------------
OTHER INCOME
Forgiveness of debt 193,681 193,681
Interest 4
------------ ------------
Total other income 193,681 193,685
------------ ------------
NET INCOME $ 184,701 $ 184,616
============ ============
NET INCOME PER SHARE $ .03 $ .03
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
GOLDEN MAPLE MINING AND Statement of Changes in Stockholders'
LEACHING COMPANY, INC. Equity For the Three and Six Month
(Unaudited) Periods Ended June 30, 1997
________________________________________________________________________________
<TABLE>
Common Stock Additional
---------------------- Paid-in Accumulated
Shares Amount Capital Deficit Totals
-----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balances as of
March 31, 1997 5,401,279 $ 54,013 $1,158,066 $(1,427,922) $(215,843)
Net income 184,701 184,701
-----------------------------------------------------------
Balances as of
June 30, 1997 5,401,279 $ 54,013 $1,158,066 $(1,243,221) $(31,142)
===========================================================
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
GOLDEN MAPLE MINING AND Statement of Cash Flows For the
LEACHING COMPANY, INC. Three and Six Month Periods Ended
(Unaudited) June 30, 1997
________________________________________________________________________________
<TABLE>
Three Six
Months Months
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 184,701 $ 184,616
(Decrease) in accounts payable (75,187) (75,187)
(Decrease) in interest payable to related
party (81,524) (81,524)
(Decrease) in advances from and accounts
payable to related parties (28,745) (28,745)
------------ ------------
Net uses of cash from operating activities (755) (840)
------------ ------------
NET DECREASE IN CASH (755) (840)
CASH AT BEGINNING OF PERIOD 755 840
------------ ------------
CASH AT END OF PERIOD $ -0- $ -0-
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
GOLDEN MAPLE MINING AND
LEACHING COMPANY, INC. Notes to Financial Statements
(Unaudited) as of June 30, 1997
________________________________________________________________________________
The financial statements of Golden Maple Mining and Leaching Company,
Inc. included herein, have been prepared without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission.
Although certain information normally included in financial statements
prepared in accordance with generally accepted accounting principles has
been condensed or omitted, Golden Maple Mining Company, Inc. believes
that the disclosures are adequate to make the information presented not
misleading. These financial statements should be read in conjunction
with the financial statements and notes thereto included in Golden Maple
Mining and Leaching Company's annual report on Form 10-K for the year
ended December 31, 1996.
The financial statements included herein reflect all normal recurring
adjustments that, in my opinion of management, are necessary for a fair
presentation. The results for interim periods are not necessarily
indicative of trends or of results to the expected for a full year.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000700815
<NAME> GOLDEN MAPLE MINING AND LEACHING COMPANY, INC.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 00
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 31,142
<BONDS> 0
0
0
<COMMON> 54,013
<OTHER-SE> (85,155)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8,980
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 184,701
<INCOME-TAX> 0
<INCOME-CONTINUING> 184,701
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 184,701
<EPS-PRIMARY> .03
<EPS-DILUTED> 0
</TABLE>
