UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1995 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to . Commission file number 0-11226 GOLDEN CYCLE GOLD CORPORATION (Exact name of registrant as specified in its charter) Colorado 84-0630963 (State of incorporation) (I.R.S. Employer Identification No.) Suite 209, 2340 Robinson Street, Colorado Springs, CO 80904 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (719) 471-9013 SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT: Common Stock, No Par Value . (Title of Class) Certain information required by Item 8 and 14 (d) has been omitted and will be filed by amendment. 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 No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $7,983,607. This calculation is based on the average of the bid and asked prices of the common stock on the Pacific Stock Exchange on March 25, 1996. The number of shares of the Registrant's Common Stock, outstanding as of March 25, 1996 was 1,573,050. EXPLANATORY NOTE This Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 1995 (the "Form 10-K") on Form 10-K/A amends the Form 10-K. The section of the Form 10-K which is amended hereby is as follows: 1. Part IV - Item 14 (Exhibits, Financial Statements and Reports on Form 8-K) This Amendment No. 1 adds an updated consent from KPMG Peat Marwick, the Company's independent auditors. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Amendment No. 1 to its Form 10-K on Form 10-K/A for the year ended December 31, 1995 to be signed on its behalf by the undersigned, thereunto duly authorized. GOLDEN CYCLE GOLD CORPORATION Birl W. Worley Jr. By:________________________________ Birl W. Worley, Jr. President and Chief Executive Officer R. Herbert Hampton By:________________________________ R. Herbert Hampton Vice-President, Finance Date: August 26, 1996 Consent of Independent Auditors The Board of Directors Golden Cycle Gold Corporation We consent to the incorporation by reference in the Registration Statement on Form S-3 of Golden Cycle Gold Corporation of our report dated January 24, 1996, relating to the balance sheets of Golden Cycle Gold Corporation as of December 31, 1995 and 1994, and the related statements of operations, shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 1995, which report appears in the December 31, 1995 annual report on Form 10-K of Golden Cycle Gold Corporation. KPMG Peat Marwick LLP KPMG Peat Marwick LLP Denver, Colorado August 21, 1996