UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB/A
Amendment No. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 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
CONSOLIDATED MEDICAL MANAGEMENT, 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
13005 Justice Avenue, Baton Rouge, LA 70816
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (504) 292-3100
PART II
Item 7. Financial Statements
Report Preparation and Review
Done By Date Done By Date
Prepared by JTS Audit
Partner/Manager
Compared to
industry Guide By Concurring
Reviewer
Independent:
Verification of
Math Signed By
Internal
Referencing Released on
Referenced to
Trials
Read
Report Distribution
Financial Statements Bound unbound Distribution by
Original -
To Control File - 2
To workpapers, GF 1 - 1
Client:
Client 6
6 3
Comments:
1.
Golden Maple Mining and Leaching Company, Inc.
A Montana Corporation
Financial Statements
December 31, 1997 and 1996
Golden Maple Mining and Leaching Company, Inc.
A Montana Corporation
Table of Contents
December 31, 1997 and 1996
1 Balance Sheets Exhibit A
December 31, 1997 and 1996
2 Statements of Operations Exhibit B
For The Years Ended December 31, 1997 and 1996
3 Statements of Changes in Stockholders' Equity (Deficit) Exhibit C
For The Years Ended December 31, 1997 and 1996
4 Statements of Cash Flows Exhibit D
For The Years Ended December 31, 1997 and 1996
5 Notes to Financial Statements
December 31, 1997 and 1996
7 Independent Auditor's Report
Golden Maple Mining and Leaching Company, Inc.
A Montana Corporation
Exhibit A
Balance Sheets
December 31, 1997 and 1996
1997 1996
Assets
Current Assets
Cash $ - $ 840
Total Current Assets - 840
Total Assets $ - $ 840
Liabilities and Stockholders' Equity
(Deficit)
Current Liabilities
Accounts Payable $ 15,037 $ 75,187
Accrued Expenses - 81,524
Advances from and accounts payable to
Related parties 38,577 59,887
Total Current Liabilities 53,614 216,598
Stockholders' Equity (Deficit)
Common Stock - $.001 par value,
50,000,000 shares authorized, 216,057 shares
issued and outstanding as of December 31,
1997; and $0.01 par value10,000,000
shares authorized, 5,401,279 shares
issued and outstanding as of December 31,
1996 216 54,013
Additional Paid-in-Capital 1,211,863 1,158,066
Retained Earnings (Deficit) (1,265,693) (1,427,837)
Total Stockholders' Equity(Deficit) (53,614) (215,758)
Total Liabilities and Stockholders'
Equity (Deficit) $ - $ 840
The accompanying notes are an integral part of these financial statements.
Golden Maple Mining and Leaching Company, Inc.
A Montana Corporation
Exhibit B
Statements of Operations
For The Years Ended December 31, 1997 and 1996
1997 1996
Revenues $ - $ -
Operating Expenses
Interest - 11,432
Legal and Professional 26,956 1,354
Fees 3,426 -
Travel 957 -
Office Expense 202 159
31,541 12,945
Income (Loss) from Operations (31,541) (12,945)
Other Income
Forgiveness of debt 193,681 -
Interest 4 22
Other Income 193,685 22
Income (Loss) before Income Taxes 162,144 (12,923)
Income Tax Expense - -
Net Income (Loss) $ 162,144 $ (12,923)
Net Income (Loss) per Share $ 0.0440 $ (0.0024)
Weighted Average Number of Shares 3,672,872 5,401,279
The accompanying notes are an integral part of these financial statements.
Golden Maple Mining and Leaching Company, Inc.
(A Montana
Corporation)
Exhibit C
Statements of Changes in Stockholders' Equity
(Deficit)
For the Years Ended December 31, 1997 and 1996
Common Stock
Additional Retained
Shares Account Paid In Earnings
Capital (Deficit) Total
Balances ,
December 31, 1995 5,401,279 $ 54,013 $ 1,158,066 $ (1,407,893) $ (195,814)
Prior Period
Adjustment
(Note 5) $ (7,021) $ (7,021)
Net Income (Loss) (12,923) (12,923)
Balances ,
December 31, 1996 5,401,279 54,013 1,158,066 (1,427,837) (215,758)
Reverse stock
split and change
of par value from
$0.01 per share
to $0.001 per
share (5,185,222) (53,797) 53,797 -
Net Income 162,144 162,144
Balances ,
December 31, 1997 216,057 $ 216 $1,211,863 $(1,265,693) $ (53,614)
Golden Maple Mining and Leaching Company, Inc.
(A Montana Corporation)
Exhibit D
Statements of Cash Flows
For The Years Ended December 31, 1997 and 1996
1997 1996
Cash Flows from Operating Activities:
Net Income (Loss) $ 162,144 $ (12,923)
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Prior Period Adjustment - ( 7,021)
Increase (Decrease) in Accounts Payable ( 75,187) 7,418
Increase (Decrease) in Interest Payable ( 81,524) 11,432
Increase (Decrease) in Advances from related
parties ( 6,273) 207
Net Cash Provided (Used) by Operating Activities ( 840) ( 887)
Net Increase (Decrease) in Cash ( 840) ( 887)
Cash - Beginning of Year 840 1,727
Cash - End of Year $ - $ 840
Supplemental Disclosure of Cash Flow Information
1997 1996
Cash Paid During the Year for:
Interest $ - $ -
Income Taxes $ - $ -
The accompanying notes are an integral part of these financial statements.
Golden Maple Mining and Leaching Company, Inc.
A Montana Corporation
Notes to Financial Statements
December 31, 1997 and 1996
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.
Earnings (losses) per share are computed using the weighted average number of
shares outstanding during the year.
Cash Flows and Concentration of Credit Risk - Cash consists principally of
demand deposits at commercial banks. These balances, as reflected in the
bank's records, are insured by the Federal Deposit Insurance Corporation up to
$100,000. At December 31, 1997 and 1996, the Company's deposits did not
exceed the insured limits.
Risks and Uncertainties - The preparation of financial statements in
conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reported period. Actual results could differ from those
estimates.
Note 2 Related Party Transactions
Several corporate officers have loaned various amounts of money to the
Company, these amounts are due on demand. The amounts due are $38,577 and
$59,887 as of December 31, 1997 and 1996, respectively.
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.
Note 4 Going Concern
As shown in the accompanying financial statements, the Company has a working
capital deficiency. This factor creates an 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.
Subsequent to year end, the Company entered into negotiations with a private
Louisiana corporation, Consolidated Medical Management, Inc. to effect a
merger that would allow the Company, in its successor form, to continue as a
going concern. The events subsequent to this merger, including the operations
of the private company that were injected into the Company, and the additional
acquisitions of operating companies have alleviated the going concern
question.
Note 5 Prior Period Adjustment
In 1996, 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 $1,265,523 to the year ended
December 31, 1998. 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.
In 1997, the Company recognized income from the settlement and forgiveness of
various of its debts totaling $193,681, which was not a taxable event. The
debt forgiveness reduced the available net operating loss carryover to $
$1,265,523.
Note 7 Commitments and Contingencies
In the opinion of management, there are no contingent claims or litigation
against the Company which would materially affect its financial position at
December 31, 1997.
Note 8 Subsequent Events
Subsequent to year-end, the Company entered into negotiations with
Consolidated Medical Management, Inc. (the "private company") in contemplation
of a proposed merger. Under the proposed terms, the shareholder of the
private company will exchange all the outstanding shares of stock in the
private company for 1,850,000 shares of stock of Golden Maple Mining and
Leaching Company, Inc. In the merger, Golden Maple Mining and Leaching
Company, Inc. merged the acquired company into it, is the surviving
Corporation. The Company then changed it's name to Consolidated Medical
Management, Inc.
Subsequent to year end, the Company issued 2,500,000 shares of its common
stock in exchange for debt owed by the Company in the amount of $37,517.
The accompanying notes are an integral part of these financial statements.
Independent Auditor's Report
The Board of Directors
Golden Maple Mining and Leaching Company, Inc.
We have audited the balance sheets of Golden Maple Mining and Leaching
Company, Inc. as of December 31, 1997 and 1996, and the related statements of
operations, changes in stockholders' equity (deficit), and cash flows for the
years ended December 31, 1997 and 1996. 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 audits 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 that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Golden Maple Mining and
Leaching Company, Inc. as of December 31, 1997 and 1996, and the results of
its operations, changes in stockholders' equity and its cash flows for the
years then ended, in conformity with generally accepted accounting principles.
ROBERTS, CHERRY AND COMPANY
A Corporation of
Certified Public Accountants
Shreveport, Louisiana
November 5, 1998
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this amended report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Consolidated Medical Management, Inc.
Date: November 24, 1998 By /s/ Sunni M. Wooley, President
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