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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, 1996
[ ] 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 [ ]
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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.
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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, 1996.
<PAGE>
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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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Liquidity and Capital Resources
As of December 31, 1996, the Company had minimal assets of cash in the
amount of $840 and liabilities in the amount of $216,598. The Company had no
revenues and had losses of $12,945 from operating expenses. 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, 1996, 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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ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company are attached to this annual report.
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.
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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, 1996, 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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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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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, 1996, 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, 1996, 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, 1996, 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.
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ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K
(a)(1) Financial Statements. The following financial statements are
included in this report:
PAGE
Report of Terrence J. Dunne, Certified Public Accountant F-1
Balance Sheet as of December 31, 1996 F-2
Statement of Operations for the fiscal year ended December 31,
1996 F-3
Statement of Stockholders' Equity for the year ended December
31, 1996 F-4
Statement of Cash Flows for the year ended December 31, 1996 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 *
3.4 Amendment to Bylaws dated June 5, 1997
23 Consent of auditor
*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, 1996.
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
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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,
FINANCIAL STATEMENTS
DECEMBER 31, 1996
<PAGE>
CONTENTS
--------
Page
----
Independent Auditor's Report 1
Statement of Financial Position as of December 31, 1996 2
Statement of Operations For the Year Ended December 31, 1996 3
Statement of Changes in Stockholders' Equity For the Year
Ended December 31, 1996 4
Statement of Cash Flows For the Year Ended December 31,
1996 5
Notes to Financial Statements 6-7
<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, Inc.
INDEPENDENT AUDITOR'S REPORT
----------------------------
I have audited the statement of financial position of Golden Maple Mining and
Leaching Company, Inc. as of December 31, 1996, and the related statements of
operations, changes in stockholders' equity and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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 presentations.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Golden Maple Mining and Leaching
Company, Inc. as of December 31, 1996, and the results of operations, changes in
stockholders' equity and cash flows for the year then ended, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. Given the facts that the Company is
basically inactive, has incurred recent losses, and has a working capital
deficiency, there is substantial doubt about its ability to continue as a going
concern (see note 4). These financial statements do not include any adjustments
that might result from the outcome of these financial situations.
/S/ Terrance J. Dunne
Terrence J. Dunne
Certified Public Accountant
Spokane, Washington
July 2, 1997
<PAGE>
GOLDEN MAPLE MINING AND Statement of Financial Position
LEACHING COMPANY, INC. as of December 31, 1996
________________________________________________________________________________
<TABLE>
<S> <C>
ASSETS
-------
CURRENT ASSETS - Cash $ 840
------------
TOTAL ASSETS $ 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 (Note 2) 59,887
------------
Total Current Liabilities 216,598
------------
STOCKHOLDERS' EQUITY
Common stock; $.01 par value; 10,000,000 shares
authorized; 5,401,279 shares issued and outstanding 54,013
Additional paid-in capital 1,158,066
Accumulated deficit (1,427,837)
------------
Total Stockholders' Equity (215,758)
------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 840
============
</TABLE>
The accompanying notes are an integral part of these financial statements
-2-
<PAGE>
GOLDEN MAPLE MINING AND Statement of Operations For the
LEACHING COMPANY, INC. Year Ended December 31, 1996
________________________________________________________________________________
<TABLE>
<S> <C>
REVENUE $ -0-
------------
OPERATING EXPENSES
Interest 11,432
Accounting and legal 1,354
Office 159
------------
Total Operating Expenses 12,945
------------
(LOSS) FROM OPERATIONS (12,945)
------------
OTHER INCOME
Interest 22
------------
NET (LOSS) $ (12,923)
============
NET (LOSS) PER SHARE $ (0.002)
============
The accompanying notes are an integral part of these financial statements
-3-
<PAGE>
GOLDEN MAPLE MINING AND Statement of Stockholders' Equity
LEACHING COMPANY, INC. For the Year Ended December 31, 1996
________________________________________________________________________________
</TABLE>
<TABLE>
<CAPTION>
Common Stock Additional
------------------------ Paid In Accumulated
Shares Amount Capital Deficit Totals
-------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balances as of
December 31, 1996 5,401,279 $ 54,013 $1,158,066 $(1,407,893) $(195,814)
Prior period
adjustment (Note 5) (7,021) (7,021)
Net (loss) (12,923) (12,923)
-------------------------------------------------------------
Balances as of
December 31, 1996 5,401,279 $ 54,013 $1,158,066 $(1,427,837) $(215,758)
=============================================================
</TABLE>
The accompanying notes are an integral part of these financial statements
-4-
<PAGE>
GOLDEN MAPLE MINING AND Statement of Cash Flows For the
LEACHING COMPANY, INC. Year Ended December 31, 1996
________________________________________________________________________________
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) $ (12,923)
Deduct non-current expense item included in accounts
payable increase:
Prior period adjustment (7,021)
Increase in accounts payable 7,418
Increase in interest payable 11,432
Increase in advances from related party 207
------------
Net Cash Used in Operating Activities (887)
------------
NET DECREASE IN CASH (887)
CASH AT BEGINNING OF YEAR 1,727
------------
CASH AT END OF YEAR $ 840
============
</TABLE>
The accompanying notes are an integral part of these financial statements
-5-
<PAGE>
GOLDEN MAPLE MINING AND
LEACHING COMPANY, INC. 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, and these amounts are due on demand.
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. Th e 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. 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 - PRIOR PERIOD ADJUSTMENT
-----------------------
The Company recorded $7,021 in accounts payable which is accounted for as a
correction of an error, and should have been recorded as accounts payable
in prior years.
NOTE 6 - INCOME TAXES
------------
The Company has a net operating loss carryover of $1,427,667 to the year
ended December 31, 1997. 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.
EXHIBIT 3.4
AMENDMENT TO BYLAWS
The following amendment was approved unanimously by the
Board of Directors of Golden Maple Mining and Leaching Company,
Inc. on June 5, 1997:
The following language is substituted as the first paragraph
of Article II, Section 9 of the Bylaws of the Corporation:
Section 9. Quorum: Except as otherwise provided in the Articles
of Incorporation at any meeting of the Shareholders, the
presence, in person or by proxy, of the holders of a majority of
the voting power of all Shareholders shall constitute a quorum.
The Shareholders present at a duly organized meeting can continue
to do business until adjournment, notwithstanding the withdrawal
of enough Shareholders to leave less than a quorum. If a
Shareholder meeting cannot be organized because a quorum has not
attended, those Shareholders present may adjourn the meeting to
such time and place as they may determine, but in any case of any
meeting called for Election for Directors, those who attend the
second of such adjourned meetings, although less than a majority
of the voting powers of all Shareholders, shall nevertheless
constitute a quorum for the purpose of electing directors.<PAGE>
EXHIBIT 23
CONSENT OF AUDITOR
September 5, 1997
Securities and Exchange Commission
Washington, D.C.
RE: Golden Maple Mining and Leaching Company, Inc.
SEC File No. 2-89616
I consent to the use of my firm's name in regard to the financial
statements of Golden Maple Mining and Leaching Company, Inc. for
the year ended December 31, 1996 on Form 10-KSB.
Sincerely,
/s/ Terrence J. Dunne
Certified Public Accountant
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<NAME> GOLDEN MAPLE MINING AND LEACHING COMPANY, INC.
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