UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended: March 31, 1996 Commission File Number: 33-16653-A
GOLDEN ORE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 62-1320206
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
17 Hill Street, London, England W1X 7FB
(Address of principal executive offices) (Zip Code)
011-44-171-495-6669
(Registrant's telephone number, including area code)
640 Fifth Avenue, New York, New York 10019
(Former name, former address and former fiscal year,
if changed since last report.)
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 preceeding 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.
[ X ]Yes [ ]No
Indicate the number of shares outstanding of each of the issuer/s
classes of common stock, as of the last practicable date:
Number of Shares
Outstanding
Class At March 31, 1996
Common Stock, Par Value 25,357,143
$.0001
<PAGE>
GOLDEN ORE, INC. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE><CAPTION>
March 31 December 31
1996 1995
<S> <C> <C>
ASSETS
Current Assets
Cash
$ 214,038 $ 6,641
Property and Equipment
Mining plant and equipment 661,452 586,883
Office Furniture and equipment 4,442 0
Mining Properties 851,344 0
Other Assets
Deposits 0 $104,291
Other Assets 1,200 1,200
Total Assets $ 1,732,476 $ 699,015
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable - Trade Creditors $ 37,952 $ 37,291
Total Current Liabilities $ 37,952 $ 37,291
COMMITMENTS AND CONTINGENCIES
Common Stock $.0001 Par Value
50,000,000 Shares Authorized
25,357,143 (20,505,845 at 12/31/95)
Shares Issued and Outstanding $ 2,536 $ 2,051
Additional Paid in Capital $9,485,280 $8,891,041
Accumulated Deficit $(7,793,292) $(8,231,368)
TOTAL STOCKHOLDERS EQUITY $1,694,524 $661,724
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $1,732,476 $699,015
</TABLE>
See accompanying notes to financial statements.
<PAGE>
GOLDEN ORE, INC. AND ITS SUBSIDIARIES
STATEMENTS OF OPERATIONS
FOR THE PERIOD FROM
_____________________________________________________________________________
<TABLE>
January 1, 1996 January 1, 1995 January 1, 1994
through through through
March 31, 1996 December 31, 1995 December 31, 1994
<S> <C> <C> <C>
Net sales $ 700,002 $ - $ -
Operating expenses
Acquisition and other
related mining costs 118,200 5,966,824
General and Administrative 9,903 403,985
Total Expenses 261,927 6,370,809
Income (loss) from operations 438,075 (6,370,809) -
Other income and (expenses):
Utilization of operating
loss carryforward - 136,250 8,490
Income (loss) before
extraordinary item 438,075 (6,234,159) 18,490
Extraordinary item:
Gain on the expiration of
debt net of applicable
income taxes - 253,215 73,945
Net income (loss) $ 438,075 $ (5,981,244) $ 92,435
Per share information:
Net income (loss) before
extraordinary item $ .02 $ (1.13) $ .06
Extraordinary item 0 .15 .23
Net Income (loss) per share $ .02 $ (1.08) $ .29
Weighted average shares
outstanding 25,357,143 5,513,754 316,156
</TABLE>
See accompanying notes to financial statements.
<PAGE>
GOLDEN ORE, INC. AND ITS SUBSIDIARIES
STATEMENTS OF CASH FLOWS
FOR THE PERIOD FROM
_____________________________________________________________________________
<TABLE>
January 1, 1996 January 1, 1995 January 1, 1994
through through through
March 31, 1996 December 31, 1995 December 31, 1994
<S> <C> <C> <C>
Cash flows from operating
activities:
Net income (loss) $ 438,075 $ (5,981,244) $ 92,435
Adjustments to reconcile
net income (loss) to
net cash from operations:
Gain on debt settlements 0 (389,565)
Common shares issued for
mining rights etc. 594,724 6,057,798
Equipment deposits made by
third parties 102,500 (104,291)
Shareholder contribution
to capital 0 40,700
Common shares issued for
services 0 333,750
Common shares issued for
subsidiary 0 285
Changes in assets and liabilities:
Increase (decrease) in
other assets 0 (1,200)
Increase in accounts payable 661 37,291 (91,995)
Accrued expenses 0 0 (440)
Total adjustments 697,885 5,974,768 (92,435)
Net cash provided by (used
in) operating activities 1,135,960 (6,476) -
Cash flows from investing
activities:
Acquisition of equipment (79,011) (586,883)
Acquisition of mining assets (851,344) 0
Net cash provided by (used
in) investing activities (930,355) (586,883)
Cash flows from financing
activities:
Common shares issued for cash 0 600,000
Net cash provided by
financing activities 0 600,000 -
Increase (decrease) in cash 205,605 6,641 -
Cash and cash equivalents,
beginning of year 6,641 0 -
Cash and cash equivalents,
end of year $ 212,246 $ 6,641 $ -
</TABLE>
See accompanying notes to financial statements.
<PAGE>
GOLDEN ORE, INC. AND ITS SUBSIDIARIES
STATEMENT OF STOCKHOLDER'S EQUITY
FOR THE PERIOD DECEMBER 31, 1992 THROUGH MARCH 31, 1995
_____________________________________________________________________________
<TABLE>
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit
<S> <C> <C> <C> <C>
Balance, December 31, 1992 316,156 $ 32 $ 1,860.527 $(2,342,559)
Net income for the year -
Balance, December 31, 1993 316,156 32 1,860,527 (2,342,559)
Net income for the year 92,435
Balance, December 31, 1994 316,156 32 1,860,527 (2,250,124)
Issuance of common shares
pursuant to reorganization -
- March, 1995 2,845,404 285
Issuance of common shares
for services 795,000 80 333,670
Issuance of common stock
for cash 1,500,000 150 599,850
Issuance of common shares
for mining Interests and
related items 15,049,285 1,504 6,056,294
Capital contributed by
shareholder
Net loss for the year (5,981,244)
Balance December 31, 1995 20,505,845 2,051 8,891,041 (8,231,368)
March, 1996 quarter
Issuance of common shares
for mining Interests and
related items 4,851,298 485 594,239
Net profit for quarter
to March 31, 1996 438,075
Balance March 31, 1996 25,357,143 2,536 $9,485,280 $(7,793,293)
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Golden Ore, Inc. and its Subsidiaries
Notes to Consolidated Financial Statements
1. Basis of Preparation
The unaudited information included herein includes, in the opinion of
management, all adjustments necessary for a fair presentation of the
results of operations for the period covered hereby.
<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Liquidity and Capital Resources
As of March 31, 1996 the Company had cash and cash equivalents
of $214,038. Further substantial amounts will be required to
enable the Company to carry out its planned work programs on its
Tanzanian interests. An agreement in principle has been reached
with Ste-Genevieve Resources, Inc., a Canadian company, to raise
sufficient funds to meet these commitments; this agreement is
subject to due diligence and there can be no certainty that funds
will ultimately be forthcoming from that source. Ste-Genevieve
has provided limited interim funding pending finalization of the
agreement and has taken a working interest in the Company's
mining licences pending the determination thereof. No further
funding is available from this source until additional assay
results are received over the course of the next few months that
are satisfactory to Ste-Genevieve and proposed stock brokers.
Therefore, alternative sources of funding will be needed to be
established to enable the Company to carry out its planned work
programs on its Tanzanian interests.
The Company has commitments from Randos AG and certain other
sources to provide funds to finance certain of its mining operations. A
failure by the Company to raise additional funds could have a material
adverse effect on the results of operations of the Company and its future
business prospects. The Company had no income from operations in the period
to which this report relates. The Company has no internal or external
sources of liquidity.
Part II- Other Information
Item 1 - Legal Proceedings
The Company is not currently a party to any legal action
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) No current reports on Form 8-K were filed by the Company during the
period to which this report relates.
<PAGE>
Pursuant to the requirements of Section 13 or 15(d) 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.
GOLDEN ORE, INC.
(Registrant)
By: /s/ Francis Joslin
Francis Joslin
Director
