1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTO OF 1934 For the quarter ended February 28, 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: 0-9015 YELLOW GOLD OF CRIPPLE CREEK, INC. (Exact name of Registrant as specified in charter) Colorado 84-0768695 State or other jurisdiction of I.R.S. Employer I.D. No. incorporation or organization 57 West 200 South, Suite 310, Salt Lake City, Utah 84101 (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code: (801) 359-9309 Securities registered pursuant to Section 12(b) of the Act: Indicate by 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 [ ] Indicate the number of shares outstanding of each of the Issuer's classes of common equity as of the latest practicable date: At January 6, 1997 there were 19,700,000 shares of the Registrant's Common Stock outstanding. 2 NOTE: YELLOW GOLD OF CRIPPLE CREEK, INC. (THE "COMPANY") HAS BEEN DELINQUENT IN THE FILING OF ITS PERIODIC REPORTS SINCE APRIL 1995. THIS REPORT IS ONE OF SEVERAL REPORTS BEING FILED ESSENTIALLY SIMULTANEOUSLY IN ORDER TO BRING THE COMPANY CURRENT IN ITS REPORTING OBLIGATIONS. THE REPORTS PROVIDE INFORMATION FOR THE PERIOD DESCRIBED IN THE COVER PAGE HEREOF 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. PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles nave been condensed or omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the periods presented have been made. These financial statements should be read in conjunction with the accompanying notes, and with the historical financial information of the Company. 3 YELLOW GOLD OF CRIPPLE CREEK, INC. (A Development Stage Company) Balance Sheets ASSETS February 28, 1996 May 31, (Unaudited) 1995 Total Assets $ - $ - STOCKHOLDERS' EQUITY Stockholders' Equity Common stock $.0025 par value, 20,000,000 shares authorized, 19,700,000 shares issued and outstanding $ 49,250 $ 49,250 Capital in excess of par 460,904 460,904 Retained (deficit) accumulated during the development stage (506,154) (506,154) Less: treasury stock (4,000) (4,000) Total Stockholders' Equity $ - $ - TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ - 4 YELLOW GOLD OF CRIPPLE CREEK, INC. (A Development Stage Company) Statements of Operations (Unaudited) For the Period During the Development Stage from For the Three Months For the Nine Months August 1953 Ended November 30, Ended November 30, Through February 28, 1995 1994 1995 1994 1996 Revenues: Sale of minerals and tailings $ - $ - $ - $ $ 92,556 Expenses: Mine development costs - - - - 134,730 Salaries and related expenses - - - - 559,009 Professional services - - - - 126,134 Other general and administrative - - - - 180,065 Depreciation - - - - 158,699 Net Income from Operations $ - $ - $ - $ - $ (1,066,081) Other income (expenses) Interest income - - - - 59,438 Interest expense - (20,278) - (60,834) (299,859) Gain (loss) on sale of assets - - - - 237,573 Gain on relief of indebtedness 732,885 Loss on abandonment of subsidiaries (181,900) Other - - - - 11,790 Net (loss) before income taxes - (20,278) - (60,834) (506,154) Taxes - - - - - Net income (loss) $ - $ (20,278) $ - $ (60,834) $ (506,154) Net income (loss) per share - - - - $ (.03) Average weighted shares outstanding 19,600,000 19,600,000 19,600,000 19,600,000 15,862,629 5 YELLOW GOLD OF CRIPPLE CREEK, INC. (A Development Stage Company) Statements of Cash Flows(Unaudited) For the Period During the Development Stage from August 1953 For the Nine Months Through Ended November 30, November 30, 1995 1994 1995 Cash Flow from Operating Activities: Net (loss) income $ - $ (60,834) $ (506,154) Adjustments to reconcile net income to net cash provided by operating activities Depreciation - - 158,699 Gain/loss on sale of assets/subsidiaries - - (450,659) Increase (decrease) in accounts payable and accrued expenses - 60,834 19,569 Net cash used by operating activities - - (778,545) Cash Flow from Investing Activities Proceeds from sale of equipment - - 44,838 Capital expenditures - - (196,037) Acquisition of mineral properties - - (71,887) Investment in subsidiaries - - (181,900) Net Cash (Used) Provided by Investing Activities - - (404,986) Cash Flow from Financing Activities: Net borrowing from stockholder/ director and others - - 677,377 Net proceeds, sales of common stock - - 510,154 Purchase of treasury stock - - (4,000) Net Cash (Used)/Provided by Financing Activities - - 1,183,531 Net Cash Provided (Used) Cash at Beginning of the Year - 42 - Net Cash at the End of the Year $ - $ 42 $ - 6 YELLOW GOLD OF CRIPPLE CREEK, INC. February 28, 1996 NOTES TO FINANCIAL STATEMENTS (UNAUDITED) GENERAL Yellow Gold of Cripple Creek, Inc. (the "Company") has elected to omit substantially all footnotes to the Financial Statements for the three and nine months ended February 28, 1996 since there have been no material changes to the information previously reported by the Company in their Annual Report filed on Form 10-K for the fiscal year ended May 31, 1995. UNAUDITED INFORMATION The information furnished herein was taken from the books and records of the Company without audit. However, such information reflects all adjustments which are, in the opinion of management, necessary to properly reflect the results of the interim period presented. The information presented is not necessarily indicative of the results from operations expected for the full fiscal year. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview Since discontinuing operations in 1993, the Company has had no operations. The Company was organized for the purpose of engaging in mining activities; however, the Company does not have any 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 reverse split of the outstanding shares of common stock, or the increase in the number of authorized shares of common stock, and the issuance of stock to acquire such an opportunity. Liquidity and Capital Resources As of February 28, 1996, the Company had no assets and no liabilities. For the period during the development stage of the Company, from August 1953 through February 28, 1996, the Company had an accumulated loss of $506,154. Since discontinuing operations in 1993, the Company has not generated revenue 8 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. To date such expenses have been advanced by the president of the Company, but there is no arrangement or assurance that the president 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 will 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 the sole director 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 had no operations during the quarter ended February 28, 1996, and has not had any significant operations since discontinuing operations in 1993. Since that time, the Company's only operations have involved the negotiation of settlement of the Company's outstanding liabilities, primarily to its former president and director, Mr. Charles A. Dager. PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS On March 11, 1994, Mr. Charles A. Dager, a former officer and director of the Company, and at the time a controlling shareholder of the Company, obtained a judgement against the Company in the District Court, Teller County, State of Colorado (Case No. 94CV-000013 Division 5), in the principal amount of $675,143.19. On May 15, 1995, at a sheriff's sale conducted in Teller County, State of Colorado, Mr. Dager purchased all of the remaining mining assets of the Company for $50,000. On October 23, 1996, the balance of the amount of the judgement was forgiven by Mr. Dager and a Satisfaction of Judgement was filed by him in such case. ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES 9 None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. The following exhibits are included as part of this report: Exhibit No. Description of Exhibit Page 3.1 Articles of Incorporation, as amended * 3.2 By-Laws of the Company currently in effect * 4.1 Form of certificate evidencing shares of Common Stock * *Incorporated by reference from the Company's registration statement on Form 10 filed with the Securities and Exchange Commission, file no. 0-9015. (b) Reports on Form 8-K: No reports on Form 8-K were filed during the quarter covered by this report. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Yellow Gold of Cripple Creek, Inc. Date: January 13, 1997 By /s/ Howard M. Oveson Howard M. Oveson, President and Principal Financial Officer