SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 11, 1998
GOLDEN MAPLE MINING AND LEACHING COMPANY, INC.
(Exact Name of Registrant as Specified in Charter)
Montana 2-89616 82-0369233
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
13005 Justice Avenue, Baton Rouge, LA 70816
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (504) 292-3100
Item 7. Financial Statements
(a) The financial statements of Consolidated Medical Management, Inc. for
the years ended December 31, 1997 and 1996 are attached hereto and incorporated
herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, 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: June 17, 1998 By /s/ Sunni M. Wooley, President and
Principal Financial Officer
Consolidated Medical Management, Inc.
Baton Rouge, Louisiana
Financial Statements
December 31, 1997 and 1996
Consolidated Medical Management, Inc.
Baton Rouge, Louisiana
Index to Financial Statements
December 31, 1997 and 1996
1 Balance Sheets Exhibit A
December 31, 1997 and 1996
2 Statements of Operations and Retained Earnings Exhibit B
for the Year Ended December 31, 1997 and
the period from inception to December 31,1996
3 Statements of Cash Flows Exhibit C
for the Year Ended December 31, 1997 and
the period from inception to December 31,1996
4 Notes to Financial Statements
December 31, 1997 and 1996
8 Independent Auditor's Report
Consolidated Medical Management, Inc.
Baton Rouge, Louisiana
Exhibit A
Balance Sheets
December 31, 1997 and 1996
Assets
1997 1996
Current Assets
Cash $ 34,516 $ 2,237
Receivables 97,971 92,526
Total Current Assets 132,487 94,763
Property, Plant and Equipment - Net 22,191 6,546
Other Assets 1,200 400
Total Assets $ 155,878 $ 101,709
Liabilities and Stockholder's Equity
Current Liabilities
Notes Payable - Current Portion $ 54,881 $ 56,000
Accounts Payable 48,350 21,409
Accrued Expenses 14,490 625
Income Tax Payable 3,380 -
Deferred Income Taxes 2,417 4,250
Total Current Liabilities 123,518 82,284
Long Term Liabilities
Notes Payable - Long Term Portion 5,865 -
Total Liabilities 129,383 82,284
Stockholder's Equity
Common Stock - no par value, 500,100 shares
authorized, 100 shares issued and outstanding
Retained Earnings 26,495 19,425
Total Stockholder's Equity 26,495 19,425
Total Liabilities and Stockholder's
Equity $ 155,878 $ 101,709
The accompanying notes are an integral part of these financial statements.
<PAGE>
Consolidated Medical Management, Inc.
Baton Rouge, Louisiana
Exhibit B
Statements of Operations and Retained Earnings
for the Year Ended December 31, 1997 and the period of inception to December
31,1996
1997 1996
Revenues
Management Fee Revenue $ 1,062,964 $ 472,256
Other Income 1,248 662
Total Revenue 1,064,212 472,918
Operating Expenses
Salaries and Wages 243,516 83,848
Payroll Taxes 19,756 6,300
Insurance 3,203 398
Consulting Fees 538,680 278,762
Travel 86,091 29,310
Educational 8,710 2,321
Taxes and Licenses 13,011 1,073
Office Expense 39,399 31,630
Advertising 4,573 2,141
Rent and Occupancy 20,283 7,916
Interest Expense 7,286 625
Depreciation and Amortization 6,537 446
Bad Debt Expense 61,424 -
1,052,469 444,770
Income from Operations 11,743 28,148
Other Expenses 3,126 4,473
Income before Income Taxes 8,617 23,675
Income Tax Expense (Note 7) 1,547 4,250
Net Income 7,070 19,425
Retained Earnings, Beginning 19,425 -
Retained Earnings, Ending $ 26,495 $ 19,425
The accompanying notes are an integral part of these financial statements.
<PAGE>
Consolidated Medical Management, Inc.
Baton Rouge, Louisiana
Exhibit C
Statements of Cash Flows
for the Year Ended December 31, 1997 and the period of inception to December
31,1996
1997 1996
Cash Flows from Operating Activities:
Net Income $ 7,070 $ 19,425
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Depreciation 6,537 446
Bad Debt Expense 61,424 -
(Increase) Decrease in Receivables ( 66,869 ) ( 92,526 )
(Increase) Decrease in Other Assets ( 800 ) ( 400 )
Increase (Decrease) in Accounts Payable 26,940 21,409
Increase (Decrease) in Accrued Expenses 13,866 625
Increase (Decrease) in Income Tax Payable 3,380 -
Increase (Decrease) in Deferred Income
Taxes ( 1,833 ) 4,250
Net Cash Provided (Used) by Operating
Activities 49,715 ( 46,771 )
Cash Flows from Investing Activities:
Purchases of Property, Plant and
Equipment ( 22,182 ) ( 6,992 )
Net Cash Used by Investing Activities
( 22,182 ) ( 6,992 )
Cash Flows from Financing Activities:
Loans from Shareholder and Short Term Debt - 56,000
Repayment of Loans to Shareholder and
Short Term Debt ( 5,000 ) -
Proceeds from Issuance of Long-Term Debt 10,222 -
Payments on Long-Term Debt ( 476 ) -
Net Cash Provided by Financing
Activities 4,746 56,000
Net Increase in Cash 32,279 2,237
Cash - Beginning of Year 2,237 -
Cash - End of Year $ 34,516 $ 2,237
Supplemental Disclosure of Cash Flow Information
1997 1996
Cash Paid During the Year for:
Interest $ 959 $ -
Income Taxes $ - $ -
The accompanying notes are an integral part of these financial statements.
<PAGE>
Consolidated Medical Management, Inc.
Baton Rouge, Louisiana
Notes to Financial Statements
December 31, 1997 and 1996
Note 1 Organization and Summary of Significant Policies
Operations and Basis of Statements - Consolidated Medical Management, Inc.
(the Company), a Louisiana Corporation began operations May 28, 1996. The
Company provides management services for home healthcare providers predominately
in southern Louisiana.
Accounting policies of the Company conform with generally accepted accounting
principles and reflect practices appropriate to the industry in which it
operates. The significant policies are summarized below:
Property, Plant, Equipment and Depreciation - Expenditures for property,
plant and equipment are recorded at cost. Renewals and improvements which
extend the economic life of such assets are capitalized. Expenditures for
maintenance, repairs and other renewals are charged to expense.
For major dispositions, the cost and accumulated depreciation are removed
from the accounts and any gain or loss is included in the results of
operations.
Depreciation is provided over the estimated useful lives of assets using
accelerated methods.
Receivables - The Company grants credit through trade receivables to its
customers, all of whom are home health care providers in the state of
Louisiana. The Company performs ongoing credit evaluations of its customers'
financial condition and, generally, requires no collateral from its customers.
As of year end, the company reviewed its receivables and determined those
receivables that collection was deemed questionable and charged off
those receivables. A further review of receivables indicated no additional
allowance was necessary for the remaining accounts.
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.
<PAGE>
Note 2 Receivables
Receivables consist of the following:
1997 1996
Management Fees $ 27,804 $ 66,088
Employee advances 1,893 1,000
Related Parties - Other 50,000 25,000
Advances to Trinity Billing 17,500 -
Other 774 438
$ 97,971 $ 92,526
Note 3 Property, Plant and Equipment
1997 1996
Furniture $ 6,182 $ 2,302
Equipment 22,992 4,690
29,174 6,992
Less Accumulated Depreciation ( 6,983 ) ( 446 )
Property, Plant and Equipment - Net $ 22,191 $ 6,546
Depreciation expense was $6,537 and $446 in 1997 and 1996, respectively.
Note 4 Lease Commitments
During the year ended December 31, 1997 and the period from inception though
December 31, 1996, the Company leased its office facilities under operating
leases, which will expire June 1998 and August 1998. Monthly rent for the office
space totals $1,225. The Company can renew the leases for additional one-year
periods for approximately the same monthly rental. Lease expense for 1997
and 1996 totaled $10,950 and $3,600, respectively.
The Company leases its copier under a non-cancelable operating lease expiring
in 1999. Lease expense for the year ended December 31, 1997 and the period from
inception though December 31, 1996 was $2,682 and $1,118, respectively. At
December 31, 1997, future minimum lease payments under long-term non-cancelable
leases for succeeding fiscal years is as follows:
1998 $ 12,770
1999 5,445
2000 5,469
Total $ 23,684
Note 5 Economic Dependence and Subsequent Events
During 1997, fifty (50%) percent of the Company's management fee income was
earned under management contracts with one major customer. The contracts have a
term of one year, ending December 31, 1997, renewable annually.
<PAGE>
Note 6 Notes Payable
1997 1996
Note payable to the stockholder of
the Company, dated June 24, 1996,
due on demand, interest at 6%, payable at
maturity or demand, unsecured $ 15,000 $ 20,000
Note payable to GE Capital financing the
phone system, in the original amount of
$10,222, dated September 16, 1997, payable
in thirty-six installments of $341 with
interest at 12.5%, secured by a pledge of
the phone system. 9,746 -
Amounts due related party, due on demand
with interest at ten (10%) percent, unsecured 36,000 36,000
Total Notes Payable 60,746 56,000
Less: Current Portion ( 54,881 ) ( 56,000 )
Long-Term Portion $ 5,865 $ -
Maturities of Notes Payable over the next
five years are:
1998 $ 54,881
1999 3,569
2000 2,296
$ 60,746
Total interest expense was $7,286 and
$625 for 1997 and 1996, respectively.
Note 7 Income Taxes
The provision for income taxes for year ended December 31, 1997 and the period
ended December
31, 1996 consists of the following:
1997 1996
Current Provision
Federal $ 2,726 $ -
State 654 -
Deferred Provision (Benefit) ( 1,833 ) 4,250
Total Income Tax Expense $ 1,547 $ 4,250
The effective tax rate of the Company for 1997 and 1996 differs from the
federal statutory rate primarily due to state income taxes.
Deferred income taxes arise from temporary differences resulting from the
Company utilizing the cash basis of accounting for tax purposes and the accrual
basis for financial reporting purposes. Deferred taxes are classified as
current or noncurrent, depending on the classification of the assets and
liabilities to which they relate. Deferred taxes arising from timing
differences that are not related to an asset or liability are classified as
current or noncurrent depending on the periods in which the timing differences
are expected to reverse. The principal temporary differences relate to revenue
and expenses accrued for financial purposes, which are not taxable for
financial reporting purposes.
The net deferred tax asset or liability is composed of the following:
1997 1996
Total Deferred Tax Assets $ - $ -
Total Deferred Tax Liabilities 2,417 4,250
Net Deferred Tax Liability 2,417 4,250
Less Current Portion 2,417 4,250
Long - Term Portion $ - $ -
Note 8 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.
The Management service contracts that the Company has with the Home Health
Care Agencies it serves include a provision that allows the Company's client to
recover the amount paid by the client from the management fees paid to the
Company if the client is required to repay any fees it receives, due to actions
or services provided it by the Company.
Note 9 Related Party Transactions
During 1997 and 1996, the Company paid GCSW Funding Group, Inc. and Southern
Property Management, Inc., related parties, for purchased consulting services
totaling $384,518 and $192,426, respectively. At December 31, 1997 and 1996,
$12,580 and $0, respectively were due for these services. The Company also had
receivables from GCSW Funding Group, Inc. of $50,000 as of December 31, 1997
on management fee adjustments, see Note 2.
As of December 31, 1996, the Company had advanced $25,000 to GCSW Funding
Group, Inc., see Note 2.
The Company had a Note Payable from its stockholder of $15,000 and $20,000 as
of December 31, 1997 and 1996, respectively. See Note 6.
Note 10 Proposed Merger
Subsequent to year-end, the Company entered into negotiations with Golden
Maple Mining and Leaching Company, Inc. in contemplation of a proposed merger.
Under the proposed terms, the shareholder of the Company will exchange all the
outstanding shares of stock in the Company for 1,850,000 shares of stock of
Golden Maple Mining and Leaching Company, Inc. It is proposed that
Consolidated Medical Management, Inc. will be the surviving Corporation.
Note 11 Subsequent Events
Subsequent to year-end, the Company entered into negotiations for a merger
with Golden Maple Mining and Leaching Company, Inc., see Note 10.
In March and April 1998, the Company issued ten convertible subordinated
debentures in the total amount of $160,000. The terms of the debentures allow
for the conversion of the debenture into common shares of the surviving
corporation at the greater of $2.50 per share or sixty (60%) percent
of bid price on the date of conversion.
<PAGE>
Independent Auditor's Report
The Board of Directors
Consolidated Medical Management, Inc.
Baton Rouge, Louisiana
We have audited the balance sheets of Consolidated Medical Management, Inc. as
of December 31, 1997 and 1996, and the related statements of operations and
retained earnings, and cash flows for the year ended December 31, 1997 and
period from inception to December 31, 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 Consolidated Medical
Management, Inc. as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the year and period of inception to December
31, 1996 then ended in conformity with generally accepted accounting principles.
ROBERTS, CHERRY AND COMPANY
A Corporation of
Certified Public Accountants
Shreveport, Louisiana
May 6, 1998
