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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: Commission File
December 31, 1997 #001-08429
THUNDER MOUNTAIN GOLD, INC.
(Exact name of Registrant as specified in its charter)
State of Idaho 91-1031075
(State or other jurisdiction of (IRS Identification No.)
incorporation or organization)
3605 E. 16th Avenue 99223
Spokane, Washington (Zip Code)
(Address of Principal Executive Officers)
Telephone Number of Registrant (509) 535-6092
Securities registered pursuant to Section 12(b) of the Act:
Name of Exchange
Title of each Class on which Registered
$0.05 Par Value Common None
Non-Assessable Stock
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
___
The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of December 31, 1997 was $486,393. This figure is based on
estimated bid price of $.05.
Issued and outstanding common capital stock as of March 25, 1998.
9,727,852 shares common $0.05 par value stock non-assessable.
No documents are incorporated by reference.
Document Page: 1
Total Number of Pages: 33
Exhibits: None
*****************************************************************************
<PAGE>
PART I
ITEM 1. Description of Business.
(a) General development of Business.
The Company was originally incorporated under the laws of the State of
Idaho on November 9, 1935 under the name of Montgomery Mines, Inc. In
August, 1985, the Company's shareholders approved an increase in the
authorized common stock, $.05 par value, from 7,500,000 shares to 12,000,000
shares. Quotations of the bid and ask prices for the stock are published by
the Spokane Quotations Service of Spokane, Washington.
USMX, Inc. of Lakewood, Colorado signed a Letter of Intent to do
exploratory work and possibly acquire an interest in the Dewey-Sunnyside and
Thunder Mountain Gold properties in Valley County, Idaho during 1994. They
have sent their intent to mine to the US Forest Service, so they will build a
mine if all necessary permits can be secured. These companies control
approximately 10,000 acres in the Thunder Mountain mining district in central
Idaho, consisting of both patented and unpatented mining claims.
June 2, 1997 - Dakota Mining Corporation of Denver, CO completed its
merger with USMX, Inc. of Lakewood, CO with shareholders voting in favor by
both companies.
Effective June 18, 1997 the Companies, USMX and Dakota agreed to an
extension of the exploration agreement to April 30, 1998.
Precious Minerals Properties
1. Thunder Mountain Claims:
The Registrant now holds 510 unpatented lode mining claims and
fractional claims in the Thunder Mountain Mining District of Valley County,
Idaho. Thirteen of the patented lode claims are owned by the Registrant and
are under lease, and of the 510 unpatented lode mining claims, 446 are owned
by the Registrant and 64 are held under leases. The mineralization of the
main interest on them is gold and silver.
2. Dewey Mining Co. properties:
The properties of the Dewey Mining Company approximate 1,500 acres in
area and are known to contain gold mineralization. There are 9 patented and
108 unpatented mining claims.
3. Dry Creek and Mineral Hill Groups:
In Addition the Company holds 130 unpatented mining claims in Eureka
County, Nevada. These claims are known as the Dry Creek and Mineral Hill
claims. There is no known commercial mineralization on these claims.
(b) Financial Information About Industry Segments.
The Registrant has no other industry segments.
(c) Narrative Description of Business.
(1) Refer to ITEM 1: Description of Business (supra)
Subparagraph (i) through (xii) are not applicable to the
Registrant.
Document page: 2
<PAGE>
(d) Financial Information About Foreign and Domestic Operations and
Export Sales.
This paragraph is not applicable to the Registrant.
ITEM 2: Properties.
For continuity and clarity, this information was included in the
information set in Item 1.
ITEM 3: Legal Proceedings.
The Registrant has no legal actions pending against it and it is not a
party to any suits in any court of law, nor are the directors aware of any
claims which could give rise to or investigations pending by the Securities
and Exchange Commission or any other governmental agency.
The Registrant is involved in no civil rights negotiations or
proceedings.
ITEM 4: Submission of Matters to Vote on Security Holders.
No matters were submitted to vote of the Registrant's security holders
during 1997.
PART 11
ITEM 5: Market for Registrant's Common Equity and Related Stockholder
Matters.
(a) Market Information.
(i) The common stock of the Registrant is traded Over-The-Counter in
Spokane, Washington and its bid and asked prices are quoted on a daily basis
by the Spokane Quotation Service, Spokane, Washington.
(ii) The bid prices for the Registrant's stock for the years 1996 and
1997 were as follows:
<TABLE>
1996 BID PRICES
HIGH LOW
<C> <S> <S>
First Quarter $0.07 $0.04
Second Quarter $0.07 $0.05
Third Quarter $0.10 $0.06
Fourth Quarter $0.08 $0.05
</TABLE>
<TABLE>
1997 BID PRICES
HIGH LOW
<C> <S> <S>
First Quarter $0.06 $0.05
Second Quarter $0.05 $0.04
Third Quarter $0.04 $0.03
Fourth Quarter $0.05 $0.03
</TABLE>
Document page: 3
<PAGE>
(b) Approximate Number of Equity Security Holders:
Title of Class No. of Record Holders
$0.05 Par Value 2,271 as of December 31, 1997
Common Stock Non-Assessable
(c) Dividend History and Restrictions:
The Registrant has not paid any dividends, and does not plan to do so in
the foreseeable future as it plans to use its capital to finance the search
for additional mineral properties of potential commercial value.
ITEM 6: Selected Financial Data.
Following is a summary of selected financial data which indicates trends
in Registrants financial condition and operations.
Selected Balance
Sheet Data
Year Ended December 31,
_____________________________________________________
1997 1996 1995 1994 1993
_________ _________ _________ _________ _________
Current assets $ 659,329 $ 823,893 $ 733,797 $ 580,135 $ 388,900
Property and equipment 260,018 266,775 261,482 246,976 249,879
Non-current investments 170 170 170 170 170
Total Assets 919,517 1,090,838 952,449 827,281 638,949
Current liabilities 22,500 42,500 42,500 42,500 42,500
Stockholders' Equity 897,017 1,048,338 952,949 784,781 596,449
Selected Operational Data
Royalty revenue 62,500 100,000 75,000 25,000 25,000
Other revenue and
gains/(losses) 24,589 51,845 19,375 17,867 19,755
Net income/(loss) 17,250 83,029 26,367 (24,471) (42,942)
Net income/(loss)
per share $ NIL $ .01 $ NIL $ NIL $ NIL
No dividends have been paid by the Company.
Document page: 4
<PAGE>
ITEM 7: Management's Discussion and Analysis of Financial Condition and
Results of Operation.
(a) Full fiscal year.
(1) Liquidity
The Company has a positive cash position and has invested funds in a
cash management mutual fund. The Company's cash and liquid assets are
considered adequate to meet its current and foreseeable obligations.
Expenses for the ensuing year will be incurred for continued search and
exploration for additional properties, and for management fees and
administrative costs. The Company's required assessment work for 1997 to
keep its unpatented claims valid will be performed by the Company. Directors
and management fees are $40,000.00 annually. Please refer to the financial
statements for additional costs and expenditures and other financial
information.
(2) Capital Resources
The Company presently does not intend to make any capital expenditures
from its funds. The Company also does not presently have any plans to raise
capital through debt or equity financing.
(3) Results of Operations
The Company had no production from operations for 1997. Although
additional production units are likely, it is impossible to predict with any
certainty when and where the next production unit will be developed. For
that reason, it is impossible to predict the future production units.
For 1997 the gross revenues were $62,500 compared to $100,000 for 1996
and $75,000 for 1995 and 1994.
ITEM 8: Financial Statements and Supplemental Data
Document page: 5
<PAGE>
CONTENTS
Page
Independent Auditor's Report 1
Balance Sheet at December 31, 1997 and 1996 2-3
Statement of Operations for the Years Ended
December 31, 1997, 1996, and 1995 4
Statement of Cash Flows for the Years Ended
December 31, 1997, 1996, and 1995 5-6
Statement of Changes in Stockholders' Equity for the
Years Ended December 31, 1997, 1996, and 1995 7
Notes to Financial Statements 8-14
Document page: 6
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Thunder Mountain Gold, Inc.
Spokane, Washington
We have audited the accompanying Balance Sheets of Thunder Mountain Gold,
Inc. as of December 31, 1997 and 1996, and the related Statements of
Operations, Cash Flows and Changes in Stockholders' Equity for the years
ended December 31, 1997, 1996, and 1995. 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 misstatements. 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 Thunder Mountain Gold, Inc.
as of December 31, 1997 and 1996, and the results of its operations, cash
flows and changes in stockholders' equity for each of the three years ended
December 31, 1997, 1996, and 1995, in conformity with generally accepted
accounting principles.
/s/ ROBERT MOE & ASSOCIATES, P.S.
March 12, 1998
Spokane, Washington
FS-1
Document page: 7
<PAGE>
THUNDER MOUNTAIN GOLD, INC.
Spokane, Washington
Balance Sheet
As of December 31, 1997 and 1996
<TABLE>
1997 1996
____________ ____________
<C> <S> <S>
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents $ 137,077 $ 140,792
Prepaid Expenses 1,870 1,285
Investments 520,382 681,816
____________ ____________
Total Current Assets 659,329 823,893
____________ ____________
INVESTMENTS - Non-Current 170 170
____________ ____________
PROPERTY AND EQUIPMENT:
Mining Equipment 5,477 5,477
Office Equipment 6,547 6,547
Automotive 47,436 47,436
Mining Claims 461,934 461,934
____________ ____________
Total Property and Equipment 521,394 521,394
____________ ____________
Less: Accumulated Depreciation
and Depletion 261,376 254,619
____________ ____________
Net Property and Equipment 260,018 266,775
____________ ____________
TOTAL ASSETS $ 919,517 $ 1,090,838
============ ============
</TABLE>
The Accompanying Notes Are An Integral Part Of These Financial Statements
FS-2
Document page: 8
<PAGE>
THUNDER MOUNTAIN GOLD, INC.
Spokane, Washington
Balance Sheet
As of December 31, 1997 and 1996
(Continued)
<TABLE>
1997 1996
____________ ____________
<C> <S> <S>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrued Directors and Management Fees $ 22,500 $ 42,500
____________ ____________
Total Current Liabilities 22,500 42,500
____________ ____________
STOCKHOLDERS' EQUITY:
Common Stock, $0.05 Par Value;
12,000,000 Shares Authorized;
9,727,852 and 9,727,852
Shares Issued Respectively 486,392 486,392
Additional Paid-in Capital 254,222 254,222
Unrealized gain, marketable securities 200,533 369,054
Less: 11,700 Shares of Treasury
Stock, At Cost (24,200) (24,150)
Retained Earnings/(Deficit) (19,930) (37,180)
____________ ____________
Total Stockholders' Equity 897,017 1,048,338
____________ ____________
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 919,517 $ 1,090,838
============ ============
</TABLE>
The Accompanying Notes Are An Integral Part Of These Financial Statements
FS-3
Document page: 9
<PAGE>
THUNDER MOUNTAIN GOLD, INC.
Spokane, Washington
Statement Of Operations For The Years
Ended December 31, 1997, 1996, and 1995
<TABLE>
1997 1996 1995
____________ ____________ ____________
<C> <S> <S> <S>
INCOME:
Royalties $ 62,500 $ 100,000 $ 75,000
____________ ____________ ____________
EXPENSES:
Exploration and Development - 1,139 100
Depreciation and Depletion 6,757 4,470 3,665
Directors' Fees and
Professional Services 40,000 40,000 40,000
Legal and Accounting 5,375 5,475 5,460
Management and
Administrative 17,707 17,732 18,783
____________ ____________ ____________
Total Expenses 69,839 68,816 68,008
____________ ____________ ____________
INCOME/(LOSS) FROM OPERATIONS (7,339) 31,184 6,992
____________ ____________ ____________
OTHER INCOME:
Interest and Dividend
Income 24,589 25,126 19,375
Gain on sale of asset - 26,719 -
____________ ____________ ____________
24,589 51,845 19,375
____________ ____________ ____________
INCOME/(LOSS) BEFORE FEDERAL
INCOME TAXES 17,250 83,029 26,367
PROVISION FOR INCOME TAXES:
Tax At Statutory Rates - - -
Tax Benefit - - -
____________ ____________ ____________
NET INCOME/(LOSS) $ 17,250 $ 83,029 $ 26,367
============ ============ ============
EARNINGS/(LOSS) PER SHARE:
Before Income Taxes $ NIL $ 0.01 $ NIL
Tax At Statutory Rates NIL NIL NIL
Tax Benefits NIL NIL NIL
____________ ____________ ____________
NET INCOME/(LOSS)
PER SHARE $ NIL $ 0.01 $ NIL
============ ============ ============
</TABLE>
The Accompanying Notes Are An Integral Part Of These Financial Statement
FS-4
Document page: 10
<PAGE>
THUNDER MOUNTAIN GOLD, INC.
Spokane, Washington
Statement of Cash Flow For The Years
Ended December 31, 1997, 1996, and 1995
<TABLE>
1997 1996 1995
____________ ____________ ____________
<C> <S> <S> <S>
CASH FLOWS PROVIDED (USED) BY
OPERATING ACTIVITIES:
Net Income/(Loss) $ 17,250 $ 83,029 $ 26,367
Non-Cash Expenses, Revenues,
Losses And Gains Included
in Income:
Depreciation and
Amortization 6,757 4,470 3,665
Gain on sale of asset - (26,719) -
Net (Increase)/Decrease In
Receivables and Payables (20,585) 215 240
____________ ____________ ____________
Net Cash Flows Provided (Used)
By Operating Activities 3,422 60,995 30,272
____________ ____________ ____________
CASH FLOWS PROVIDED (USED) BY
INVESTING ACTIVITIES:
Purchase Of Investments (7,087) (51,806) (6,848)
Purchase Of Property and
Equipment - (25,543) (18,172)
Disposition of Equipment - 42,500 -
____________ ____________ ____________
Net Cash Flows Provided (Used)
By Investing Activities (7,087) (34,849) (25,020)
____________ ____________ ____________
CASH FLOWS (USED) BY FINANCING
ACTIVITIES
Reacquisition of stock (50) - -
____________ ____________ ____________
Net cash flows (used) by
Financing Activities (50) - -
____________ ____________ ____________
NET INCREASE/(DECREASE) IN CASH (3,715) 26,146 5,252
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 140,792 114,646 109,394
____________ ____________ ____________
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 137,077 $ 140,792 $ 114,646
============ ============ ============
</TABLE>
The Accompanying Notes Are An Integral Part Of These Financial Statements
FS-5
Document page: 11
<PAGE>
THUNDER MOUNTAIN GOLD, INC.
Spokane, Washington
Statement of Cash Flow For The Years
Ended December 31, 1997, 1996, and 1995
(Continued)
<TABLE>
Supplemental Disclosure of Cash Flow Information:
1997 1996 1995
____________ ____________ ____________
<C> <S> <S> <S>
Cash Paid For:
Income Taxes $ - $ - $ -
Interest - - -
</TABLE>
Disclosure Of Accounting Policy:
For purposes of the Statement of Cash Flows, the Company considers all
highly liquid debt instruments purchased with an initial maturity of
three (3) months or less to be cash equivalents.
The Accompanying Notes Are An Integral Part Of These Financial Statements
FS-6
Document page: 12
<PAGE>
THUNDER MOUNTAIN GOLD, INC.
Spokane, Washington
Statement Of Changes In Stockholders' Equity For The
Years Ended December 31, 1997, 1996, and 1995
<TABLE>
*begin 9pt type*
Unrealized
Additional Gain on Retained
Common Stock Paid-In Marketable Treasury Earnings/
Shares Amount Capital Securities Stock (Deficit) Total
__________ _________ __________ _____________ __________ __________ _________
<C> <S> <S> <S> <S> <S> <S> <S>
Balances,
December 31,
1994 9,727,852 $ 486,392 $ 254,222 $ 214,893 $ (24,150) $ (146,576) $ 784,781
Unrealized gain
in marketable
securities - - - 141,801 - - 141,801
Net income - 1995 - - - - - 26,367 26,367
__________ _________ __________ _____________ __________ __________ _________
Balances,
December 31,
1995 9,727,852 486,392 254,222 356,694 (24,150) (120,209) 952,949
Unrealized gain
in marketable
securities - - - 12,360 - - 12,360
Net income - 1996 - - - - - 83,029 83,029
__________ _________ __________ _____________ __________ __________ _________
Balances,
December 31,
1996 9,727,852 486,392 254,222 369,054 (24,150) (37,180) 1,048,338
Reacquisition
of stock - - - - (50) - (50)
Unrealized loss
in Marketable
securities - - - (168,521) - - (168,521)
Net income - 1997 - - - - - 17,250 17,250
__________ _________ __________ _____________ __________ __________ _________
Balances,
December 31,
1997 9,727,852 $ 486,392 $ 254,222 $ 200,533 $ (24,200) $ (19,930) $897,017
========== ========= ========== ============= ========== ========== =========
*end 9pt type*
</TABLE>
The Accompanying Notes Are An Integral Part Of These Financial Statements
FS-7
Document page: 13
<PAGE>
THUNDER MOUNTAIN GOLD, INC.
Spokane, Washington
Notes To Financial Statements
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
BUSINESS OPERATIONS
Thunder Mountain Gold, Inc. ( Thunder Mountain Gold and the Company ) takes
its name from the Thunder Mountain Mining District in Valley County, Idaho,
where its principal lode mining claims are located. Since 1978, the efforts
of the Company have been to develop its property into a producing gold mine.
Coeur d'Alene Mines Corporation started initial production of gold on the
Thunder Mountain Gold property in July, 1986.
ACCOUNTING POLICIES
Marketable securities are stated at their fair market value. The market
value is based on quoted market prices or other fair value estimates provided
by third party portfolio managers. Current marketable securities had an
aggregate cost of $318,939 at December 31, 1997. A valuation allowance in
the amount of has been recorded to the carrying amount of the portfolio to
market value.
Exploration costs are charged to operations when incurred.
Property and equipment are carried at cost. Depreciation is computed using
accelerated depreciation methods with useful lives of three to seven years.
Major additions and betterment's are capitalized. Costs of maintenance and
repairs which do not improve or extend the life of the associated assets are
expensed currently. When there is a disposition of property and equipment,
the cost and related accumulated depreciation are removed from the accounts
and any gain or loss is reflected in net income. Depletion is computed using
the unit of production method.
Net income/(loss) per common share amounts are computed by using the weighted
average number of common shares and dilutive common equivalent shares
outstanding each period. The weighted average number of shares for computing
losses per common share do not reflect the shares issuable upon the exercise
of stock options if they would have an antidilutive effect.
Accounting Estimates: 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 disclosures of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
FS-8
Document page: 14
<PAGE>
THUNDER MOUNTAIN GOLD, INC.
Spokane, Washington
Notes To Financial Statements
NOTE 2 - INVESTMENTS
Investments consist of the following:
<TABLE>
Carrying Market
Value Cost Value
___________ ___________ ___________
<C> <S> <S> <S>
December 31, 1997:
Current Investments $ 520,382 $ 318,939 $ 520,382
Other Investments 170 1,080 170
___________ ___________ ___________
Total $ 520,552 $ 320,019 $ 520,552
December 31, 1996:
Current Investments $ 681,816 $ 311,852 $ 681,816
Other Investments 170 1,080 170
___________ ___________ ___________
Total $ 681,986 $ 312,932 $ 681,986
December 31, 1995:
Current Investments $ 617,650 $ 260,046 $ 617,650
Other Investments 170 1,080 170
___________ ___________ ___________
Total $ 617,820 $ 261,126 $ 617,820
</TABLE>
At December 31, 1997 and 1996, and 1995 the current investment portfolios
included gross unrealized gains of $201,443, $369,964, and $357,604
respectively, and gross unrealized losses of $910, $910 and $910,
respectively.
Other investments consist of small stock holdings in several local mining
companies.
NOTE 3 - MINING CLAIMS AND OPERATING AGREEMENT
Substantially all of the Company's patented and unpatented claims in the
Thunder Mountain Mining district were obtained from major stockholders for
cash or newly issued stock.
On April 15, 1982, the Company entered into a mining lease with Phillips
Petroleum Company ( Phillips ). The lease permitted Phillips to explore,
develop, and mine the Thunder Mountain claims, in exchange for which the
Company was to receive, as a royalty, a percentage of the defined net
production proceeds. Until the beginning of production, Thunder Mountain
Gold received advance minimum royalties of $125,000 per year, increased by
the percentage of increase in the average price of gold over $400 per ounce
during the preceding year.
FS-9
Document page: 15
<PAGE>
THUNDER MOUNTAIN GOLD, INC.
Spokane, Washington
Notes To Financial Statements
NOTE 3 - MINING CLAIMS AND OPERATING AGREEMENT (continued)
After the beginning of production, which commenced in July, 1986, the
Company was to receive annually the greater of 10% of the defined net
proceeds from production or the minimum royalty as defined above. When
Phillips has recovered all of its pre-production costs as defined in the
contract, including the advance and minimum royalties, out of defined net
production proceeds, the Company was to receive annually the greater of 30%
of the defined net production proceeds or the minimum royalty.
The term of the lease was initially for ten years and thereafter for as
long as continuous mining or development is conducted. The lessee however,
could cancel the lease at any time subject to 30 days notice.
On April 8, 1983, the Coeur d'Alene Mines Corporation acquired a 60%
interest in the Phillips mining lease with Thunder Mountain Gold. Phillips
retained a 10% interest and a two year option to repurchase its interest up
to an equal share with Coeur d'Alene Mines Corporation. The transaction was
between Phillips and Coeur d'Alene Mines Corporation, and did not change the
Company's 30% interest in defined profits nor any other terms of the lease
between Phillips and the Company.
In March, 1986, Coeur d'Alene Mines increased its ownership in Thunder
Mountain by paying Phillips Petroleum $1 million for Philip's ten (10)
percent interest.
On September 1, 1987, the Company issued 10,000 shares of its restricted
common stock for purchase of the Althouse Placer mining claims which cover
an area of approximately 380 acres in Valley County, Idaho. The transaction
was valued at the market price of the stock on the date of issuance.
During 1988, the Company acquired an area of approximately 7,300 acres in
Elko, Eureka and Lander Counties, Nevada, pursuant to an agreement entered into
with the Company's consulting geologist, a stockholder of the Company. Under
this agreement, the Company has issued 100,000 shares of its restricted
common stock for legal title to approximately 400 mining claims.
In April, 1990, the Company entered into a mining lease agreement with the
Vancouver, BC, Canada, based Equinox Resources, Ltd. Equinox, in turn,
assigned the lease to Amax Gold Exploration, Inc. of Reno, Nevada. Amax
performed exploration work in excess of $100,000 that consisted primarily of
drilling of approximately 4,000 feet of holes.
On the basis of negative drilling results, Amax has elected to terminate
its interest in the Agreement with Equinox. In turn, Equinox decided to also
terminate its lease with the Company, effective February 21, 1991.
FS-10
Document page: 16
<PAGE>
THUNDER MOUNTAIN GOLD, INC.
Spokane, Washington
Notes To Financial Statements
NOTE 3 - MINING CLAIMS AND OPERATING AGREEMENT (continued)
In February, 1989, the Company entered into a mineral lease agreement with
Freeport-McMoRan Gold Company, pertaining to the Blue Bluff property in
Valley County, Idaho. The principal target of exploration is gold and
silver. The agreement calls for production royalties and advance annual
royalty payments. Freeport (now Independence Mining Co.) sold its interest
to NERCO Exploration Co. of Vancouver, Washington. Pursuant to this
transaction, NERCO continues to explore the property.
On December 2, 1990, Coeur d'Alene Mines Corporation notified the Company of
its intention to terminate its lease effective December 31, 1990.
Accordingly, and due to the lack of production during 1990, only the minimum
royalty receivable of $125,000 for 1990 was accrued by the Company.
NOTE 4 - MINING PROPERTY LEASES
In August, 1981, the Company entered into a two year option with two groups
of its major stockholders regarding various patented and unpatented claims
known as the Bull and L groups of claims. Under the option, the Company
had the right, for a two year period, to enter into a lease with those
individuals to do exploration and development work on the properties. The
options were exercised, and two identical leases were executed on February 2,
1982. The lease terms provide that the Company will do all assessment work,
pay all taxes, and pay to the lessors, 3% of defined net smelter returns with
a minimum annual advance royalty of $15,000 on each lease. During 1987, the
existing leases were modified to reduce the minimum annual advance royalties
to $7,500 on each lease, beginning in 1988. During 1990, the existing leases
were further modified to reduce the minimum annual advance royalties to $1.00
per contract beginning with 1990.
On August 28, 1992 one million shares of Thunder Mountain Gold, Inc.
restricted stock was issued to Dewey Mining Co. and Sunnyside Consolidated
Mining Co., as tenants in common, in exchange for a mining contract on the
DEWEY & THUNDER MOUNTAIN GOLD properties, situated in Valley County, Idaho.
The shares were issued at par value of $.05 per share.
An option to purchase one million shares of restricted treasury stock was
issued to Dewey Mining Company (a.k.a. Jim Nelson and Ron Yanke) August 3,
1992. The price per share payable to Thunder Mountain Gold shall be six
cents per share. The term of this option will be for a period of two years
from the date of agreement with a third party company to explore and develop
Thunder Mountain and Dewey's joint property holdings in the Thunder Mountain
District located in Valley County Idaho. It is understood that the issuance
of this option is contingent upon the receipt of a purchase option to Thunder
Mountain issued by Dewey Mining for the acquisition of Dewey Mining's real
and mineral properties located in the district. The option was exercised and
the company received $60,000 for the sale of 1,000,000 shares at six cents
per share on November 24, 1993.
FS-11
Document page: 17
<PAGE>
THUNDER MOUNTAIN GOLD, INC.
Spokane, Washington
Notes To Financial Statements
NOTE 5 - INCOME TAXES
The components of the income tax (provision)/benefit are as follows:
<TABLE>
1997 1996 1995
____________ ___________ ____________
<S> <C> <C> <C>
Currently Payable:
State $ -0- $ -0- $ -0-
Federal -0- -0- -0-
____________ ___________ ____________
Total Current $ -0- $ -0- $ -0-
____________ ___________ ____________
Deferred Benefit:
State -0- -0- -0-
Federal -0- -0- -0-
____________ ___________ ____________
Tax Effect Of Net
Operating Loss Carry-
forward -0- -0- -0-
____________ ___________ ____________
Net Income Taxes $ -0- $ -0- $ -0-
============ =========== ============
</TABLE>
The causes of the difference between the provision/(benefit) for
income taxes at the federal statutory rate and that shown in the statements
of operations are summarized as follows:
<TABLE>
1997 1996 1995
____________ ___________ ____________
<S> <C> <C> <C>
Tax at statutory rate $ -0- $ -0- $ -0-
Surtax exemption -0- -0- -0-
Dividends received exclusion -0- -0- -0-
Long-term capital loss -0- -0- -0-
State tax benefit -0- -0- -0-
Benefit of net operating loss
carryback to prior years at
other than the statutory rate -0- -0- -0-
Other -0- -0- -0-
____________ ___________ ____________
Total $ -0- $ -0- $ -0-
============ =========== ============
</TABLE>
At December 31, 1997, the Company has $158,437 in net operating loss
carryforward which may be used to offset taxable income generated by
operations which will begin expiring in 2004. The Company also has a general
business tax credit carryover in the amount of $1,283 which may be used to
offset future federal income tax liabilities. This credit will expire in
2004.
FS-12
Document page: 18
<PAGE>
THUNDER MOUNTAIN GOLD, INC.
Spokane, Washington
Notes To Financial Statements
NOTE 6 - CONCENTRATIONS OF CREDIT RISK
At December 31, 1997 the Company had cash and cash equivalents with
Merrill Lynch with a balance of $137,077 which is $37,077 in excess of the
S.I.P.C. insured amount.
NOTE 7 - MARKETABLE SECURITIES
The Corporation has adopted Statement of Financial Accounting Standards
(SFAS) No. 115, Accounting for Certain Investments in Debt and Equity
Securities. SFAS No. 115 establishes generally accepted accounting
principles for the financial accounting and measurement and disclosure
principles for (1) investments in equity securities that have readily
determinable fair market value and (2) all investments in debt securities.
The change had no effect on prior years' results. All of the marketable
securities held by THUNDER MOUNTAIN GOLD, INC. consist of securities
"available-for-sale", as defined by SFAS No. 115. The method used in
computing realized gains and losses is the specific identification method.
The following information is as of December 31, 1997 and 1996:
<TABLE>
1997 1996
__________ __________
<C> <S> <S>
Aggregate fair value
of marketable securities $ 520,382 $ 681,816
Gross unrealized holding gains (269,033) (408,168)
Gross unrealized holding losses 67,590 38,204
Amortized cost basis 318,939 311,852
</TABLE>
Changes in current marketable securities for the twelve months ended
December 31, 1997 and 1996 are as follows:
<TABLE>
1997 1996
__________ __________
<C> <S> <S>
Cost, as of January 1, $ 311,852 $ 260,046
Purchase of shares - 45,104
Dividends and capital gains
reinvested 7,087 6,702
Unrealized gain, as of December 31, 201,443 369,964
__________ __________
Fair market value,
as of December 31, $ 520,382 $ 681,816
========== ==========
</TABLE>
FS-13
Document page: 19
<PAGE>
THUNDER MOUNTAIN GOLD, INC.
Spokane, Washington
Notes To Financial Statements
NOTE 8 - LETTER OF INTENT SIGNED FOR EXPLORATION
USMX, Inc. of Lakewood, Colorado signed a Letter of Intent to do exploratory
work and possibly acquire an interest in the Dewey-Sunnyside and Thunder
Mountain Gold properties in Valley County, Idaho.
Effective June 18, 1997 the Companies, USMX and Dakota agreed to an extension
of the exploration agreement to April 30, 1998 (USMX became a wholly - owned
subsidiary of Dakota on May 29, 1997).
FS-14
Document page: 20
<PAGE>
INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULES
The Board of Directors
Thunder Mountain Gold, Inc.
Spokane, Washington
Our report on the financial statements of Thunder Mountain Gold, Inc. is
included in the Form 10-KSB and covers the financial statements for December
31, 1997, listed under Item 14(a)(1) of this Form 10-KSB. In connection with
our audit of such financial statements, we have also audited the related
financial statement schedules for December 31, 1997 listed under Item
14(a)(2) of this Form 10-KSB.
In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly the information required to be included therein.
Robert Moe & Associates
Spokane, Washington
March 12, 1998
FS-15
Document page: 21
<PAGE>
THUNDER MOUNTAIN GOLD, INC.
SCHEDULE I - MARKETABLE SECURITIES - OTHER INVESTMENTS
For The Years Ended December 31, 1997 and 1996
<TABLE>
December 31, 1997
_____________________________________________________
COLUMN A Column B Column C Column D Column E
___________ ___________ ___________ ___________
Amount at
Which
Issue is
Market on Carried
Number of Cost of Value on Balance
ISSURER Shares Shares Shares Sheet
_____________________ ___________ ___________ ___________ ___________
<C> <S> <S> <S> <S>
CURRENT:
Colonial Utilities Fund
Class A, Common shares 11,718 $ 145,450 $ 230,393 $ 230,393
American Barrick
Common shares 4,000 21,776 74,500 74,500
Freeport McMoRan,
Julphur
Common shares 143 - 1,680 1,680
IMC Global inc.
Del Pv $1
Common shares 612 55,941 20,043 20,043
WTIZ 00IMC
Global INCVSP
Common shares 226 - 875 875
Freeport McMoRan Cop
& Gld A, Common shares 8,204 42,734 125,619 125,619
Freeport McMoRan Cop
& Gld B,Common shares 2,864 - 45,108 45,108
Freeport M Res Dep
Ut Lp, Common shares 64 64 584 584
F M Properties, Inc.
Common shares 408 561 2,116 2,116
McMoran Oil & Gas
Common shares 408 - 1,312 1,312
USMX, Inc.
Common shares 1,819 7,296 437 437
Midas Gold
Common shares 8,396 45,104 17,715 17,715
___________ ___________ ___________ ___________
38,862 $ 318,926 $ 520,382 $ 520,382
=========== =========== =========== ===========
Non-Current:
Other stock ownership
in inactive companies
Common shares 164,500 1,080 170 170
___________ ___________ ___________ ___________
Totals 164,500 $ 1,080 $ 170 $ 170
=========== =========== =========== ===========
FS-16
Document page: 22
<PAGE>
THUNDER MOUNTAIN GOLD, INC.
SCHEDULE I - MARKETABLE SECURITIES - OTHER INVESTMENTS
For The Years Ended December 31, 1997 and 1996
</TABLE>
<TABLE>
December 31, 1996
_____________________________________________________
COLUMN A Column B Column C Column D Column E
___________ ___________ ___________ ___________
Amount at
Which
Issue is
Market on Carried
Number of Cost of Value on Balance
ISSURER Shares Shares Shares Sheet
_____________________ ___________ ___________ ___________ ___________
<C> <S> <S> <S> <S>
CURRENT:
Colonial Utilities Fund
Class A, Common shares 11,718 $ 138,277 $ 179,036 $ 179,036
American Barrick
Common shares 4,000 21,776 115,000 115,000
Freeport McMoran, Inc.
Common shares 680 55,941 21,845 21,845
Freeport McMoran Cop
& Gld A Common shares 8,204 42,734 230,737 230,737
Freeport McMoran Cop
& Gld B Common shares 2,864 - 85,562 85,562
Freeport M Rex Dep
Ut Lp Common shares 64 163 1,096 1,096
F M Properties, Inc.
Common shares 408 561 1,224 1,224
McMoran Oil & Gas
Common shares 408 - 892 892
USMX, Inc.
Common shares 2,000 7,296 3,187 3,187
Midas Gold
Common shares 8,396 45,104 43,237 43,237
___________ ___________ ___________ ___________
38,742 $ 311,852 $ 681,816 $ 681,816
=========== =========== =========== ===========
Non-Current:
Other stock ownership
in inactive companies
Common shares 164,500 1,080 170 170
___________ ___________ ___________ ___________
Totals 164500 $ 1,080 $ 170 $ 170
=========== =========== =========== ===========
</TABLE>
FS-17
Document page: 23
<PAGE>
THUNDER MOUNTAIN GOLD, INC.
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
For the Years Ended December 31, 1997, 1996, and 1995
<TABLE>
Column A Column B Column C Column D Column E Column F
___________ ___________ ___________ ___________ ___________
Other
Balance at Changes Balance at
Beginning Additions Add End of
of Period at Cost Retirements (Deduct) Period
DESCRIPTION ___________ ___________ ___________ ___________ ___________
<C> <S> <S> <S> <S> <S>
Year ended
December 31, 1997:
Mining equipment $ 5,477 - - - $ 5,477
Office equipment 6,547 - - - 6,547
Automotive 47,436 - - - 47,436
Mining claims 461,934 - - - 461,934
___________ ___________ ___________ ___________ ___________
Totals $ 521,394 $ - $ - $ - $ 521,394
=========== =========== =========== =========== ===========
Year ended
December 31, 1996:
Mining equipment $ 23,010 - $ (17,533)(1) - $5,477
Office equipment 6,547 - - - 6,547
Automotive 21,893 $ 25,543(2) - - 47,436
Mining claims 461,934 - - - 461,934
___________ ___________ ___________ ___________ ___________
Totals $ 513,384 $ 25,543 $ (17,533) $ - $ 521,394
=========== =========== =========== =========== ===========
Year ended
December 31, 1995:
Mining equipment $ 5,477 $ 17,533(3) - - $ 23,010
Office equipment 5,909 638(4) - - 6,547
Automotive 21,893 - - - 21,893
Mining claims 461,934 - - - 461,934
___________ ___________ ___________ ___________ ___________
Totals $ 495,213 $ 18,171 $ - $ - $ 513,384
=========== =========== =========== =========== ===========
(1) Sale of D-7G Caterpillar
(2) Purchase of 1996 Subaru
(3) Addition was for repairs to the D-7G Caterpillar.
(4) Addition was for purchase of a fax machine.
</TABLE>
FS-18
Document page: 24
<PAGE>
THUNDER MOUNTAIN GOLD, INC.
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND
AMORTIZATION OF PROPERTY AND EQUIPMENT
For the Years Ended December 31, 1997, 1996, and 1995
<TABLE>
Column A Column B Column C Column D Column E Column F
___________ ___________ ___________ ___________ ___________
Other
Balance at Changes Balance at
Beginning Additions Add End of
of Period at Cost Retirements (Deduct) Period
DESCRIPTION ___________ ___________ ___________ ___________ ___________
<C> <S> <S> <S> <S> <S>
Year ended
December 31, 1997:
Mining equipment $ 5,477 - - - $ 5,477
Office equipment 5,242 $ 282 - - 5,524
Automotive 15,671 6,475 - - 22,146
Mining claims 228,229 - - - 228,229
___________ ___________ ___________ ___________ ___________
Totals $ 254,619 $ 6,757 $ - $ - $ 261,376
=========== =========== =========== =========== ===========
Year ended
December 31, 1996:
Mining equipment $ 7,230 - $ (1,753) - $ 5,477
Office equipment 4,901 $ 341 - - 5,242
Automotive 11,542 4,129 - - 15,671
Mining claims 228,229 - - - 228,229
___________ ___________ ___________ ___________ ___________
Totals $ 251,902 $ 4,470 $ (1,753) $ - $ 254,619
=========== =========== =========== =========== ===========
Year ended
December 31, 1995:
Mining equipment $ 5,477 $ 1,753 - - $ 7,230
Office equipment 4,564 337 - - 4,901
Automotive 9,967 1,575 - - 11,542
Mining claims 228,229 - - - 228,229
___________ ___________ ___________ ___________ ___________
Totals $ 248,237 $ 3,665 $ - $ - $ 251,902
=========== =========== =========== =========== ===========
(1) Depreciation is calculated using the accelerated deprediation
methods with useful lives of three to seven years.
(2) Depletion is computed using the units of production method.
</TABLE>
FS-19
Document page: 25
<PAGE>
ITEM 6: SELECTED FINANCIAL DATA.
Following is a summary of selected financial data which indicates
trends in registrants financial condition and results of operations.
<TABLE>
Year Ended December 31,
___________________________________________________________________
1997 1996 1995 1994 1993
___________ ___________ ___________ ___________ ___________
<C> <S> <S> <S> <S> <S>
SELECTED BALANCE SHEET DATA:
Current assets $ 659,329 $ 823,893 $ 733,797 $ 580,135 $ 388,900
Property and
equipment 260,018 266,775 261,482 246,976 249,879
Non-current
investments 170 170 170 170 170
Total assets 919,517 1,090,838 995,449 827,281 638,949
Current liabilities 22,500 42,500 42,500 42,500 42,500
Stockholders' equity 897,017 1,048,338 952,949 784,781 596,449
SELECTED OPERATIONAL DATA
Royalty revenue 62,500 100,000 75,000 25,000 25,000
Other revenue and
gains/(losses) 24,589 51,845 19,375 17,867 19,755
Net income/(loss) 17,250 83,029 26,367 (27,471) (42,942)
Net income/(loss)
per share $ NIL $ 0.01 $ NIL $ NIL $ NIL
No dividends have been paid by the Company.
</TABLE>
FS-20
Document page: 26
<PAGE>
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Thunder Mountain Gold, Inc.
Spokane, Washington
We hereby consent to the use of our opinion, dated March 12, 1998 on the
financial statements of THUNDER MOUNTAIN GOLD, INC. for the year ended
December 31, 1997 in the Form 10-KSB included herein.
/s/ Robert Moe & Associates
Spokane, Washington
March 12, 1998
FS-21
Document page: 27
<PAGE>
ITEM 9: Disagreements on Accounting and Financial Disclosure
During the year ended December 31, 1997, there were no disagreements
between the Company and its independent certified public accountants
concerning accounting and financial disclosure.
PART III
ITEM 10: Directors and Executive Officers of the Registrant
(a) Identification of Directors:
James E. Collord, Age 86 - President and Director - Mr. Collord has been
a Director and President of the Registrant since 1978. He is Chief Executive
Officer of the Registrant.
Ellis J. Collord, Age 51 - Vice President and Director - Mr. Collord has
been an officer and Director of the Registrant since 1978.
Robin S. McRae, Age 57 - Secretary/Treasurer and Director - Dr. McRae
has been an officer and Director of the Registrant since 1978.
Each director serves for a period of one year or until his successor is
elected and qualified.
None of the above has any arrangement or understanding with any other
person or persons pursuant to which he was or is to be selected as a director
or nominee.
(b) Identification of Executive Officers
This information is contained in paragraph (a) above
(c) Family Relationships:
James E. Collord, the President and a Director of the Registrant, is the
Father of Ellis J. Collord who is the Vice President and a Director of the
Registrant. Dr. Robin S. McRae is the nephew of Marjorie Collord, the wife
of James E. Collord, the President of the Registrant.
(e) Business Experience:
James E. Collord has over fifty years of experience in the mining
industry. He has worked as a miner and a mine superintendent but mainly has
been employed in mineral exploration assignments. At the present time, Mr.
Collord is semi-retired.
Ellis J. Collord has a Masters of Science degree in geology from the
Mackay School of Mines, University of Nevada. He has been active in the
mining industry for over 19 years and is an exploration geologist and mining
superintendent actively employed in mining supervision near Elko, Nevada.
Robin S. McRae is a graduate of the Pacific College of Optometry and is
a practicing optometrist. He is the grandson of Daniel C. McRae, the original
locator of many of the gold prospects in the Thunder Mountain Gold Mining
District, and is the son of Robert J. McRae, author of numerous geological
reports concerning the Thunder Mountain Mining District. His knowledge of
mining and related exploratory activities is derived from three generations
of ownership of the Sunnyside Group of claims which the Registrant now owns.
Document page: 28
<PAGE>
Directorships:
None of the directors of the Registrant is a director of any other
corporation subject to the requirements of Section 12 or Section 15(d) of the
Exchange Act of 1934.
(f) Involvement in Certain Legal Proceedings:
None of the Officers and Directors of the Registrant has been involved
in any bankruptcy, insolvency, or receivership proceedings as an individual
or member of any partnership or corporation; none has been convicted in a
criminal proceeding or is the subject of a criminal proceeding presently
pending. None has been involved in proceedings concerning his ability to act
as an investment advisor, underwriter, broker, or dealer in securities, or to
act in a responsible capacity for investment company, bank, savings and loan
association, or insurance company, or limiting his activity in connection
with the purchase and sale of any security or engaging in any type business
practice. None has been enjoined from engaging in any activity in connection
with any violation of federal or state securities laws nor been involved in a
civil action regarding the violation of such laws.
(g) Promoters and Control Persons:
Not applicable.
ITEM 11: Executive Compensation
(a)(1) Cash Compensation:
(i) Officers and Directors:
None of the executive officer or directors of the Registrant received
$50,000 or more a year.
(ii) All Officers and Directors:
All officers and directors, of which there are three, together receive
the sum of $40,000 per year.
<TABLE>
CASH COMPENSATION
____________________________________________________________________________
<C> <S> <S>
(A) (B) (C)
James E. Collord President/Director $ 20,000.00
Ellis J. Collord Vice President $ 10,000.00
Robin S. McRae Secretary/Treasurer $ 10,000.00
</TABLE>
(a)(2) Bonuses and Deferred Compensation:
None of the executive officers or Directors of the Registrant receives
any bonuses or deferred compensation, and
none is planned.
(b)(1) Compensation Pursuant to Plans:
There are no compensation plans, and no additional cash or non-cash
compensation was paid during 1997 and none is proposed for the future.
Document page: 29
<PAGE>
(b)(2-(b)(4)) A Previous stock option plan was voluntarily
canceled by the recipients.
(c) Other Compensation:
There are no remuneration payments to any officer or Director other than
those set forth in (a) above.
(d) Compensation of Directors:
(1) Standard Arrangements
James E. Collord - $20,000 annually
Ellis J. Collord - $10,000 annually
Dr. Robin S. McRae - $10,000 annually
(2) Other Arrangements
There are no arrangements for remuneration for services as a Director in
addition to the standard arrangements.
(e) Termination of Employment and Change of Control Arrangement
There are no compensatory plans or arrangements for compensation of any
Director in the event of his termination of employment and resignation,
retirement, etc.
ITEM 12: Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners
The following are known to the Registrant to be the beneficial owners of
more than five percent (5%) of the Registrant's voting securities:
<TABLE>
(1) (2) (3) (4)
Name and Address Amount and Nature Percent
Title of Class of Beneficial Owner Beneficial Ownership of Class
______________ ___________________ ____________________ ________
<C> <S> <S> <S>
Common Stock Ronald C. Yanke & 1,883,525 shares of
Donald J. Nelson, record and
PO Box 5405 beneficially 19.36%
Boise, ID 83715
(b) The Security Holdings of Management Are as Follows:
(1) (2) (3) (4)
Name and Address Amount and Nature Percent
Title of Class of Beneficial Owner Beneficial Ownership of Class
______________ ___________________ ____________________ ________
<C> <S> <S> <S>
Common stock James E. Collord 280,000 shares of 2.88%
record and beneficially
Common stock Ellis J. Collord 239,250 shares of 2.46%
record beneficially
Common stock Dr. Robin S. McRae 91,955 shares of .95%
record beneficially
Total of all Officers and Directors: 611,205 shares of record
and beneficially 6.29%
Document page: 30
<PAGE>
(c) Changes in Control:
There are no arrangements, known to the Registrant, including any pledge
by any person of securities of the or its parents, the operation of which may
at a subsequent date result in a change of control of the Registrant.
ITEM 13: Certain Relationships and Related Transactions
(a) Transactions with Management and Others
Other than payments of compensation to the Directors of the Company,
there have been no other transactions with
(1) Any Director or executive officer
(2) Any Nominee for election as a Director
(3) Any immediate family member of any of the forgoing, or
(4) Any security holder known to the issuer to own beneficially or
of record more than 5% of the Registrant's voting securities other than
transactions disclosed in ITEM 12.
(b) Certain Business Relationships:
There have been no unusual business relationships during the last fiscal
year of the Registrant between the Registrant, or affiliates as described in
Item 404(b) (1-6) of the Regulation S-K.
(c) Indebtedness of Management:
No Director or executive officer or nominee for Director, nor any member
of the immediate family of such has been indebted to the management during
the past year.
(d) Transactions with Promoters:
Not Applicable
PART IV
ITEM 14: Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Financial Statements
Included in Part II of this report.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last calendar year 1997.
Document page: 31
<PAGE>
*************************************************************************
SIGNATURES
*************************************************************************
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
THUNDER MOUNTAIN GOLD, INC.
By: /s/ James E. Collord Date:
_________________________ ________________
JAMES E. COLLORD
President and Director
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1934 this report signed
below by the following person on behalf of the Registrant and in the
capacities on the date indicated.
By: /s/ Robin S. McRae Date:
________________________ _________________
ROBIN S. McRAE
Secretary/Treasurer and
Director and Chief Financial
Accounting Officer
By: /s/ E. James Collord Date:
________________________ _________________
E. JAMES COLLORD
Vice President and
Director
Document page: 32
</TABLE>
