GOLDEN MAPLE MINING & LEACHING CO INC
10KSB, 1997-09-16
GOLD AND SILVER ORES
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Page 1
                                   UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   Form 10-KSB

(Mark One)
     [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACTO OF 1934

     For the fiscal year ended December 31, 1994

     [   ]     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

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class      Name of each exchange on which registered
          None                     N/A

Securities registered pursuant to Section 12(g) of the Act:

     Title of each class      Name of each exchange on which registered
          None                     N/A

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  [   ]

<PAGE>

Page 2 

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.   [X]

State issuer's revenues for its most recent fiscal year:    $-0-

State the aggregate market value of the voting stock held by non-affiliates of
the Registrant 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
the past 60 days:  The aggregate market value of the voting stock held by 
non-affiliates of the Registrant computed by using the closing sale price has 
been indeterminable within the past 60 days as there has been no market for the
stock.

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.

Documents Incorporated by Reference: Exhibits from the Registrant's registration
statement on Form S-18 are incorporated by reference into Item 13 of Part III.

                                     PART I

                        ITEM 1.  DESCRIPTION OF BUSINESS

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.

History and Organization

     The Company was incorporated under the laws of the State of Montana on
August 13, 1981.  The Company ceased its mining operations in 1985, and
discontinued all business operations in 1990.  The final mining claims held by
the Company were dropped in 1993 because the Company did not have the funds to
pay the annual assessment on such claims.

<PAGE>

Page 3 

     On August 26, 1997, 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.

     The Company is currently seeking potential business acquisitions or
opportunities to enter into in an effort to commence business operations.  The
Company does not propose to restrict its search for a business opportunity to
any particular industry or geographical area and may, therefore, engage in
essentially any business in any industry.  The Company has unrestricted
discretion in seeking and participating in a business opportunity, subject to
the availability of such opportunities, economic conditions, and other factors.

     The selection of a business opportunity in which to participate is complex
and risky.  Additionally, as the Company has only limited resources, it may be
difficult to find good opportunities.  There can be no assurance that the
Company will be able to identify and acquire any business opportunity based on
management's business judgement.

     The activities of the Company are subject to several significant risks
which arise primarily as a result of the fact that the Company has no specific
business and may acquire or participate in a business opportunity based on the
decision of management which potentially could act without the consent, vote, or
approval of the Company's shareholders.  The risks faced by the Company are
further increased as a result of its lack of resources and its inability to
provide a prospective business opportunity with significant capital.

                        ITEM 2.  DESCRIPTION OF PROPERTY

     Since 1990, the Company's administrative offices have been located at 421
Coeur d'Alene Avenue, Suite 3, Coeur d'Alene, Idaho 83814, which are the offices
of Donald L. Hess, the president and a director of the Company.  Mr. Hess has
allowed the Company to use this office space without charge.

                           ITEM 3.  LEGAL PROCEEDINGS

     None

         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

     No matters were submitted to a vote of shareholders of the Company during
the fourth quarter of the fiscal year ended December 31, 1994.

<PAGE>

Page 4
                                     PART II

        ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     There is presently no public trading market for the common stock of the
Company, and there has been no reported bid price of the stock since at least
1986.

     Since its inception the Company has not paid any dividends on its common
stock and the Company does not anticipate that it will pay dividends in the
foreseeable future.

     At September 2, 1997, the Company had approximately 359 shareholders of
record as reported by the Company's transfer agent.  The transfer agent for the
Company is Idaho Stock Transfer Company, P.O. Box 2196, Coeur d'Alene, ID 
83816-2196; telephone number (208) 664-3544.

       ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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.

     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.

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Page 5

Liquidity and Capital Resources

     As of December 31, 1994, the Company had minimal assets of cash in the
amount of $2,595 and liabilities in the amount of $186,365.  The Company had no
revenues and had losses of $11,798 from operating expenses and abandonment of
mining claims.  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.

Results of Operations

     The Company has not had any operations during the fiscal year ended
December 31, 1994, 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.

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Page 6 

                          ITEM 7.  FINANCIAL STATEMENTS

     The unaudited financial statements of the Company are attached to this
annual report.  These unaudited financial statements are included in reliance
upon Rule 3-11 of Regulation S-X promulgated by the Securities and Exchange
Commission.

             ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE

     None

                                    PART III

            ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND 
       CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

General

     The following table sets forth as of September 2, 1997, the name, age, and
position of the executive officers and directors of the Company and the term of
office of such directors:

<TABLE>
<CAPTION>
     Name                Age  Position(s)                   Director Since
     <S>                 <C>  <C>                           <C>

     Donald L. Hess      68   Director & President          February 1997
     Howard M. Oveson    63   Director, President,          August 1997
                              Secretary, & Treasurer
     Rand Eardley        41   Director & Vice-President     August 1997
</TABLE>

     Set forth below is certain biographical information regarding the Company's
current executive officers and directors:

          DONALD L. HESS has worked as a certified public accountant since 1959.
He has been an officer of the Company since February 1984.

          HOWARD M. OVESON has been self-employed since 1980 as a business
consultant to private and public companies.  Mr. Oveson has also been a director
and the secretary/treasurer of Apex Minerals Corporation, a Delaware
corporation, since July 1995, and a director and the president of Yellow Gold of
Cripple Creek, Inc., a Colorado corporation, since July 1996.  Each of these
corporations is a reporting company with the Securities and Exchange Commission.

          RAND EARDLEY has worked as a licensed architect in the State of Utah
since 1988.  He has been employed as an architect by REA Architecture since
September 1988.  REA is owned by Mr. Eardley and is a design and architectural
office providing services for commercial and residential construction.

<PAGE>

Page 7 

Compliance with Section 16(a) of the Exchange Act

     The Company's common stock is not registered pursuant to Section 12(g) of
the Securities Exchange Act of 1934, as amended, and therefore no disclosure is
required pursuant to this item.

                        ITEM 10.  EXECUTIVE COMPENSATION

     According to information supplied by the president of the Company, there
was no compensation awarded to, earned by, or paid to any of the executive
officers of the Company or any of its subsidiaries during the year ended
December 31, 1994, or the two prior fiscal years.

                     ITEM 11.  SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information furnished by current
management concerning the ownership of common stock of the Company as of
September 2, 1997, of (I) each person who is known to the Company to be the
beneficial owner of more than 5 percent of the Common Stock; (ii) all directors
and executive officers; and (iii) directors and executive officers of the
Company as a group:

<TABLE>
<CAPTION>

                                   Amount and Nature
Name and Address                   of Beneficial
of Beneficial Owner                Ownership(FN-1)     Percent of Class

<S>                                <C>                 <C>
Superior Funding Corp.             40,000              18.52%
Attn:  Allen Tucker
57 Brant Ave.
Suite 200
Clark, NJ 07066

Joan and Ken Lonn                  23,400              10.83%
1025 - 8th Ave.
Auburn, WA 98002

Ruth Long                          23,188              10.74%
P.O. Box 492
Osburn, ID 83849

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Page 8 

Donald L. Hess                     17,080              7.91%
421 Coeur d'Alene Ave.
Suite 3
Coeur d'Alene, ID 83814

Howard M. Oveson                   -0-

Rand Eardley                       -0-

Executive Officers and
Executive Officers and
Directors as a Group 
(3 Persons)                        17,080              7.91%
</TABLE>

     (FN-1)Unless otherwise indicated, this column reflects amounts as to which
the beneficial owner has sole voting power and sole investment power.  The
number of shares set forth in this table give effect to the one-for-twenty-five
reverse split of the outstanding shares of common stock effective August 26,
1997.

     The Company is seeking potential business acquisitions or opportunities. 
(See "Item 1.  Description of Business.")  It is likely that such a transaction
would result in a change of control of the Company, by virtue of issuing a
controlling number of shares in the transaction, change of management, or
otherwise.

            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Management and Others

     Since April 1997, Milagro Holdings, Inc., a corporation owned and
controlled by Mr. Howard M. Oveson, an officer and a director of the Company,
has advanced approximately $31,142 to the Company for the purpose of making
payments for the benefit of the Company to the Company's auditor so that the
Company may complete appropriate periodic reports for filing with the Securities
and Exchange Commission.  These advances have also been used to settle certain
obligations owed by the Company to its former legal counsel and to the president
of the Company, Mr. Donald L. Hess.

     Mr. Donald L. Hess, the president, a director, and a 5% shareholder of the
Company, owns and controls, with his wife, Idaho Stock Transfer Company, the
transfer agency for the Company.  Management believes that the fees charged for
the services performed by such transfer agency are equal to the fees which would
have been charged by an unrelated transfer agency.

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Page 9 

     Since the year ended December 31, 1996, the Company paid $5,000 to Donald
L. Hess, the president, a director, and a 5% shareholder of the Company, in full
settlement of $49,675 owed to him for unpaid accounting services performed
during the eleven year period ended December 31, 1996.  The funds used for such
settlement were furnished to the Company by Milagro Holding Company, Inc., a
corporation owned and controlled by Mr. Howard M. Oveson, an officer and a
director of the Company.

     Mr. Howard M. Oveson, an officer and a director of the Company, is also an
officer and director of other public companies.  These publicly held companies
are also seeking business opportunities, and it is possible that conflicts
between such entities and the Company for such business opportunities may 
arise.   There is no agreement among such entities concerning such conflict.

     To the best of management's knowledge and except as otherwise set forth
herein, during the fiscal year ended December 31, 1994, there were no material
transactions, or series of similar transactions, since the beginning of the
Company's prior fiscal year, or any currently proposed transactions, or series
of similar transactions, to which the Company was or is to be party, in which
the amount involved exceeds $60,000, and in which any director or executive
officer, or any security older who is known by the Company to own of record or
beneficially more than 5% of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, has an interest.

Certain Business Relationships

     According to information supplied by the president of the Company, during
the fiscal year ended December 31, 1994, there were no material transactions
between the Company and its management or principal shareholders.

Indebtedness of Management

     Unless otherwise disclosed herein or in the financial statements, there
were no material transactions, or series of similar transactions, since the
beginning of the Company's fiscal year ended December 31, 1994, or any currently
proposed transactions, or series of similar transactions, to which the Company
was or is to be a party, in which the amount involved exceeds $60,000 and in
which any director or executive officer, or any security holder who is known to
the Company to own of record or beneficially more than 5% of any class of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, has an interest.

Transactions with Promoters

     The Company was formed more than five years ago, and therefore,
transactions between the Company and its promoters or founders are not deemed to
be material.

<PAGE>
Page 10

                ITEM 13.  EXHIBITS, LIST AND REPORTS ON FORM 8-K

     (a)(1)    Financial Statements.  The following unaudited financial
statements are included in this report:

                                                                       PAGE
     Report of Terrence J. Dunne, Certified Public Accountant           F-1
     Balance Sheet as of December 31, 1994 and 1993                     F-2
     Statement of Operations for the fiscal years ended December 31, 
        1994, 1993, and 1992                                            F-3
     Statement of Stockholders' Equity for the years ended December 
        31, 1994, 1993, and 1992                                        F-4
     Statement of Cash Flows for the years ended December 31, 
        1994, 1993, and 1992                                            F-5
     Notes to Financial Statements                                      F-6

     (a)(2)    Exhibits.  The following exhibits are included as part of this
report:

     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
forth quarter of the fiscal year ended December 31, 1994.

                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                   GOLDEN MAPLE MINING AND
                                   LEACHING COMPANY, INC.


Date:  September 10, 1997                    By  /s/Donald L. Hess, President


<PAGE>

Page 11 


     In accordance with the Exchange Act, this report has been signed below by
the following person on behalf of the registrant and in the capacitates and on
the dates indicated.


Date:  September 10, 1997          /s/ Howard M. Oveson, Director and
                                   Principal Financial and Accounting Officer

Date:  September 10, 1997          /s/ Donald L. Hess, Director


Date:  September 10, 1997          /s/ Rand Eardley, Director

<PAGE>

                             GOLDEN MAPLE MINING AND
                             LEACHING COMPANY, INC.

                                   (UNAUDITED)
                              FINANCIAL STATEMENTS

<PAGE>
/Letterhead/
Member:
SEC PRACTICE SECTION OF THE AMERICAN      SUITE 1100 WASHINGTON TRUST BANK BLDG 
INSTITUTE OF CERTIFIED                                         West 717 Sprague 
PUBLIC ACCOUNTANTS                                    Spokane, Washington 99204 
                                                                 (509) 747-6752 
To the Board of Directors                                   Fax: (509) 455-8483 
of Golden Maple Mining and                                           Since 1978 
Leaching Company, Inc.

                           TERRANCE J. DUNNE, MBA, MST
                           Certified Public Accountant



To the Board of Directors
of Golden Maple Mining and 
Leaching Company


                               ACCOUNTANT'S REPORT
                               -------------------

The accompanying statement of financial position of Golden Maple Mining and
Leaching Company, Inc. as of December 31, 1994 and December 31, 1993, and the
related statements of operations, changes in stockholders' equity and cash flows
for the years ended December 31, 1994, December 31, 1993, and December 31, 1992
were not audited by me, and accordingly, I do not express an opinion on them.






/S/ Terrance J. Dunne
Terrence J. Dunne
Certified Public Accountant

Spokane, Washington
May 22, 1997

<PAGE>
GOLDEN MAPLE MINING AND
LEACHING COMPANY, INC                      Statement of Financial Position as of
(Unaudited)                                           December 31, 1994 and 1993
________________________________________________________________________________

<TABLE>
<CAPTION>
                                     ASSETS
                                     ------
                                                            1994           1993 
                                                     ------------   ------------
<S>                                                 <C>            <C>          
CURRENT ASSET - Cash                                 $     2,595    $     3,450 
                                                     ------------   ------------
       TOTAL ASSETS                                  $     2,595    $     3,450 
                                                     ============   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                     --------------------------------------
CURRENT LIABILITIES
 Accounts payable                                    $    67,567    $    82,790 
 Interest payable                                         59,634         42,376 
 Advances from and accounts payable
     to related parties (Note 2)                          59,164         65,846 
                                                     ------------   ------------
       Total current liabilities                         186,365        191,012 
                                                     ------------   ------------
STOCKHOLDERS' EQUITY
 Common stock; $.01 par value;
     10,000,000 shares authorized;
     5,401,279 shares issued and
     outstanding as of December 31, 
     1994 and 5,391,278 shares issued 
     and outstanding as of December 
     31, 1993                                             54,013         53,913 
 Additional paid-in capital                            1,158,066      1,155,044 
 Accumulated deficit                                  (1,395,849)    (1,396,519)
                                                     ------------   ------------
       Total stockholders' equity                       (183,770)      (187,562)
                                                     ------------   ------------
       TOTAL LIABILITIES AND
       STOCKHOLDERS' EQUITY                          $     2,595    $     3,450 
                                                     ============   ============
</TABLE>
                             See Accountant's Report
    The accompanying notes are an integral part of these financial statements
<PAGE>
GOLDEN MAPLE MINING AND
LEACHING COMPANY, INC.               Statement of Operations For the Years Ended
(Unaudited)                                    December 31, 1994, 1993, and 1992
________________________________________________________________________________

<TABLE>
<CAPTION>
                                             1994           1993           1992 
                                      ------------   ------------   ------------
<S>                                  <C>            <C>            <C>          
REVENUE                               $       -0-    $       -0-    $       -0- 
                                      ------------   ------------   ------------
OPERATING EXPENSES
 Loss on abandoned mining claims                          15,000 
 Interest                                   9,596          8,661          8,540 
 Professional fees                          2,028          1,775          2,961 
 Fees and taxes                                80            570            573 
 Office                                        94             95            344 
 Travel                                                                   1,371 
                                      ------------   ------------   ------------
       Total operating expenses            11,798         26,101         13,789 
                                      ------------   ------------   ------------
(LOSS) FROM OPERATIONS                    (11,798)       (26,101)       (13,789)
                                      ------------   ------------   ------------
OTHER INCOME
 Forgiveness of debt                       12,399                        55,366 
 Interest                                      69             95            202 
                                      ------------   ------------   ------------
       Total other income                  12,468             95         55,568 
                                      ------------   ------------   ------------
INCOME (LOSS) BEFORE INCOME TAXES             670        (26,006)        41,779 

PROVISION FOR INCOME TAXES (Note 5)

NET INCOME (LOSS)                     $       670    $   (26,006)   $    41,779 
                                      ============   ============   ============
NET INCOME (LOSS) PER SHARE           $       NIL    $     (.005)   $      .008 
                                      ============   ============   ============
</TABLE>
                             See Accountant's Report
    The accompanying notes are an integral part of these financial statements
<PAGE>
GOLDEN MAPLE MINING AND
LEACHING COMPANY, INC.   Statement of Changes in Stockholders' Equity For the
(Unaudited)                     Years Ended December 31, 1994, 1993, and 1992
________________________________________________________________________________

<TABLE>
<CAPTION>
                                Common Stock     Additional 
                         -----------------------    Paid-In     Accumulated 
                              Shares    Amount      Capital      Deficit     Totals 
                         ------------------------------------------------------------
<S>                      <C>         <C>        <C>         <C>          <C>        

Balances as of 
December 31, 1991          5,391,278  $ 53,913   $1,155,044  $(1,412,292) $(203,335)

Net income                                                        41,779     41,779 
                        ------------------------------------------------------------
Balances as of 
December 31,1992           5,391,278    53,913    1,155,044   (1,370,513)  (161,556)

Net (loss)                                                       (26,006)   (26,006)
                        ------------------------------------------------------------
Balances as of
December 31,1993           5,391,278    53,913    1,155,044   (1,396,519)  (187,562)

Issuance of common 
stock for debt
at $.312 per share            10,001       100        3,022                   3,122 

Net income                                                           670        670 
                        ------------------------------------------------------------
Balances as of 
December 31, 1994          5,401,279  $ 54,013   $1,158,066  $(1,395,849) $(183,770)
                        ============================================================
</TABLE>
                               See Accountant's Report
      The accompanying notes are an integral part of these financial statements
<PAGE>
GOLDEN MAPLE MINING AND
LEACHING COMPANY, INC.                    Statement of Cash Flows For the Years 
(Unaudited)                             Ended December 31, 1994, 1993, and 1992 
________________________________________________________________________________
<TABLE>
<CAPTION>
                                              1994           1993          1992 
                                       ------------   ------------  ------------
<S>                                   <C>            <C>           <C>          
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                    $       670    $   (26,006)  $    41,779 
  Adjustment: cost of abandoned
   mining claims                                           15,000 
  Accounts payable and advances 
   increase (decrease)                      (4,647)         8,936      (103,966)
                                       ------------   ------------  ------------
      Net cash provided (used) by
      operating activities                  (3,977)        (2,070)      (62,187)
                                       ------------   ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock for debt          3,122 
  Payments on loans                                                     (10,000)
                                       ------------                 ------------
      Net cash provided (used)
      by financing activities                3,122                      (10,000)
                                       ------------                 ------------
      NET INCREASE (DECREASE) IN CASH         (855)        (2,070)      (72,187)
                                                                  
      CASH AT BEGINNING OF YEAR              3,450          5,520        77,707 
                                       ------------   ------------  ------------
      CASH AT END OF YEAR              $     2,595    $     3,450   $     5,520 
                                       ============   ============  ============
</TABLE>

                             See Accountant's Report
    The accompanying notes are an integral part of these financial statements

<PAGE>
GOLDEN MAPLE MINING AND
LEACHING COMPANY, INC.
(Unaudited)                                       Notes to Financial Statements 
________________________________________________________________________________


NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
         -------------------------------------------------

         The Company was incorporated under the laws of the State of Montana on
         August 13, 1981, for the primary purpose of mining and operating a heap
         leaching plant for the processing of ore.  During 1985, this facility
         was closed, and during 1993, the Company abandoned its last remaining
         property which consisted of 93 unpatented mining claims because the
         Company did not have adequate working capital, in order to pay the
         annual maintenance fee of $100 per mining claim to the U.S. Bureau of
         Land Management.  Since then the Company has been dormant.

         The Company considers cash equivalents to be highly liquid investments
         with an original maturity of three months or less.

         Earnings (losses) per share are computed using the weighted average
         number of shares outstanding during the year.
          
         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. 
         Accordingly, actual results could differ from those estimates.

NOTE 2 - RELATED PARTY TRANSACTIONS
         ---------------------------
         Several corporate officers have loaned various amounts of money to the
         Company.

NOTE 3 - RISKS AND UNCERTAINTIES
         ------------------------
         During 1985, various agencies from the State of Montana claimed certain
         deficiencies against the company as a result of several environmental
         violations.  The Company was unable to complete the required cleanup
         work due to a lack of funds.  Thus, the Department of State Lands 
         issued a Notice of Mining Permit Revocation and Bond Forfeiture on 
         November 12, 1985.  The Company also paid and was assessed various 
         additional fines for the alleged environmental incidents.     

         The Company had operated in the mining and leaching industry which
         carries with it certain inherent risks.  It is possible that there 
         could be future additional claims by various governmental agencies 
         in regard to prior environmental contamination or other mining hazards.
<PAGE>
GOLDEN MAPLE MINING AND
LEACHING COMPANY, INC.
(Unaudited)                                       Notes to Financial Statements 
________________________________________________________________________________

NOTE 4 - GOING CONCERN
         --------------
         As shown in the accompanying financial statements, the Company has a
         working capital deficiency.  This factor creates and uncertainty about
         the Company's ability to continue as a going concern.  The financial
         statements do not include any adjustment that might be necessary if the
         Company is unable to continue as a going concern.

NOTE 5 - INCOME TAXES
         -------------

        The Company has a net operating loss carryover of $1,395,800 to the year
        ended December 31, 1995.  These loss carryovers will commence to expire
        in 1998.  The Company has not recorded a deferred tax asset for the
        possible future benefit of these loss carryovers because it is highly
        uncertain if the Company will realize any future taxable income.

<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000700815
<NAME> GOLDEN MAPLE MINING AND LEACHING COMPANY, INC.
       
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