SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.20549 FORM 10 - KSB (Mark One) _X_ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 OR ___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File Number 000-29786 LITTLE SQUAW GOLD MINING COMPANY -------------------------------- (Exact Name of Registrant as specified in its charter) Alaska 91-074281 - -------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 933 W. Third Avenue, P.O. Box 184 Spokane, Washington 99210 - ------------------------------------------ ---------- (Address of principal Executive Office) (Zip Code) Registrant's telephone number, including area code: (509) 624-2676 Securities Registered pursuant to Section 12 (g) of the Act: COMMON STOCK, PAR VALUE $0.10 (Title of Class) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 filing requirements for the past ninety (90) days. Yes (X) No ( ) Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB. (X) State issuer's revenues for its most recent fiscal year. ($2,666) State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. Based upon the average bid price at April 10, 2000 the aggregate market value was $ 324,630 State the number of shares outstanding of each of the issuer's classes of common equity, as of April 9, 2000 8,351,403 sharesof Common Stock DOCUMENTS INCORPORATED BY REFERENCE: None Transitional Small Business Disclosure Format (check one): Yes ( ) No(X) PART I ITEM 1. DESCRIPTION OF BUSINESS General - ------- Little Squaw Gold Mining Company ( the "Company"), is engaged in the business of acquiring, exploring, and developing mineral properties, primarily those containing gold and associated base and precious metals. The Company was incorporated under the laws of the State of Alaska on May 7, 1959. The Company's executive offices are located at 933 W Third, Spokane, WA 99201. With the exception of historical matters, the matters discussed in this report are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained herein. Such forward-looking statements include statements regarding planned levels of exploration and other expenditures, anticipated mine lives, timing of production and schedules for development. Factors that could cause actual results to differ materially include, among others, metals price volatility. Most of these factors are beyond the Company's ability to predict or control. The Company disclaims any obligation to update any forward-looking statement made herein. Readers are cautioned not to put undue reliance on forward-looking statements. ( See Investment Considerations). The Registrant is the owner in fee of 445 acres of patented gold mining claims consisting of 22 claims and one millsite, and controls another 760 acres of unpatented gold mining claims consisting of 19 State of Alaska unpatented claims. The mining properties are located approximately 188 air miles NNW of Fairbanks, Alaska, and 48 miles NE of Coldfoot, in the Chandalar Mining District. The center of the district is approximately 70 miles north of the Arctic Circle. History - ------- The Registrant was incorporated for the purpose of acquiring the gold mining properties of the Chandalar District. Operations of the Registrant during the 1960's resulted in the development of a mining camp, a mill, several airstrips, and development of a small amount of ore reserves in underground workings. In 1972 and 1976, all of the lode mining claims in the Chandalar District were acquired by the Registrant except for seven forty acre State of Alaska unpatented claims. In 1978, the Registrant acquired all of the placer mining claims in the Chandalar District. In 1987, the registrant determined that it would be in the best interest of registrant to convert all Federal unpatented claims held by the registrant to State of Alaska unpatented claims. The claims are located on property which was formerly all owned by the Federal Government, however, as of 1991 title to all of the properties had been transferred to the State of Alaska. During the 1970's the lode and placer properties were leased to various parties for exploration and development. Registrant in November of 1989 and May of 1990 entered into a lease with Gold Dust Mines, Inc. of all placer mining interests of Registrant located on the Big Creek, St. Mary's Creek, Little Squaw Creek, Big Squaw Creek, and Tobin Creek. The lease provided for annual advance rentals of $7,500 per creek drainage mined plus an 8 percent royalty from placer gold production. During 1998 and 1999, Gold Dust's placer mining was limited to one drainage. There was no mining conducted in 2000. In 1999 and 2000, however, Gold Dust failed to pay the $7,500 lease fee on the creek drainage. It failed to pay a portion of the 1999 production royalties owed to the Company. In February 2000, the owners of Gold Dust (guarantors of Gold Dust's obligations to the Company) declared bankruptcy for the years 1999, 2000, and 2001. During 1988, a consulting Mining Geologist was hired to conduct a study of the entire placer and lode district. His comprehensive report was completed in January 1990, and is available for review by interested Mining companies. A few conclusions from his report are referred to in the section "Description of Property." The Registrant does not have sufficient funds to undertake development of the lodes or placer creek drainages, and is actively looking for a joint venturer mining company to assist the Registrant in the development of the properties. The long term potential for the district lies in the development of the lodes which will initially require a substantial drilling exploration commitment. During the Spring of 1990, the lessee transported an IHC wash plant, with numerous large pieces of placer mining equipment to the site over the winter haul road from Coldfoot to Registrant's mining claims. Gold Dust Mines restricted its placer mining operations during the 1991 and 1992 seasons to the Tobin Creek drainage. During the last part of the 1993 season, Gold Dust Mines moved its placer operations to the Big Creek, and St. Mary's Creek drainages. In 1994, placer mining operations were concentrated on the St. Mary's Creek drainage. During 1995, placer mining operations were conducted on the St. Mary's Creek and Big Creek Drainages. During 1996, a lease amendment was entered into between Registrant, lessor, and Gold Dust Mines, lessee, wherein Little Squaw Creek, Big Squaw Creek and Tobin Creek drainages were excluded from the lease and the lessor currently has an operating lease only on the Big Creek and St. Mary's Creek drainages. During 1996 to 1999, these placer mining operations were conducted on the Big Creek drainage. In the late summer of 1997, a placer mining lease was executed by the Registrant with Day Creek Mining Company, Inc., an Alaskan corporation. The lease included the placer mining claims only for the Tobin Creek drainages, Big Squaw Creek and Little Squaw Creek drainages, but did not include the Big Creek and St. Mary's Creek drainages. The lessee was to have performed minimum exploratory drilling during each year of the lease and only a minimum amount of drilling was performed the first year with some good results. Due to lack of finances, the lessee could not comply with the drilling requirements in 1998 and the lease was terminated in 1999 by lessor giving a declaration of forfeiture to the lessees in February of 1999. Lessees have not contested the declaration of forfeiture. Competition - ----------- There is aggressive competition within the minerals industry to discover and acquire properties considered to have commercial potential. The Company competes for the opportunity to participate in promising exploration projects with other entities, many of which have greater resources than the Company. In addition, the Company competes with others in efforts to obtain financing to explore and develop mineral properties. Employees - --------- During the year ending December 31, 2000, the Company had two part-time employees (both directors) who provided management services for the Company. The Company's employees are not subject to a union labor contract or collective bargaining agreement. On occasion, officers and directors perform consulting services to the Company at their usual and customary rates. Regulation - ---------- The Company's activities in the United States are subject to various federal, state, and local laws and regulations governing prospecting, development, production, labor standards, occupational health and mine safety, control of toxic substances, and other matters involving environmental protection and taxation. It is possible that future changes in these laws or regulations could have a significant impact on the Company's business, causing those activities to be economically reevaluated at that time. Investment Considerations - -------------------------- The following Investment Considerations, together with other information set forth in this Form 10-KSB, should be carefully considered by current and future investors in the Company's securities. Risks of Passive Ownership - ----------------------------- At present, the Company's principal asset is its interest in mining properties located in the Chandalar Mining District. The Company's success is dependent on the extent to which reserves can be developed and mined on the Chandalar District properties and on the extent to which the Company is able to acquire or create other royalty or property interests. The holder of a royalty interest typically has no executive authority regarding development or operation of a mineral property. Therefore, unless the Company is able to secure and enforce certain extraordinary rights, it can be expected that the Company will not be in control of basic decisions regarding development and operation of the properties in which the Company may have an interest. Thus, the Company's strategy of having others operate properties in which it retains a royalty or other passive interest puts the Company generally at risk to the decisions of others regarding all basic operating matters, including permitting, feasibility analysis, mine design and operation, and processing, plant and equipment matters, among others. While the Company attempts to obtain contractual rights that will permit the Company to protect its position, there can be no assurance that such rights will be sufficient or that the Company's efforts will be successful in achieving timely or favorable results. Risks Inherent in the Mining Industry - ------------------------------------------ Mineral exploration and development is highly speculative and capital intensive. Most exploration efforts are not successful, in that they do not result in the discovery of mineralization of sufficient quantity or quality to be profitably mined. The operations of the Company are also indirectly subject to all of the hazards and risks normally incident to developing and operating mining properties. These risks include insufficient ore reserves, fluctuations in production costs that may make mining of reserves uneconomic; significant environmental and other regulatory restrictions; labor disputes; geological problems; failure of pit walls or dams; force majeure events; and the risk of injury to persons, property or the environment. Uncertainty of Reserves and Mineralization Estimates - --------------------------------------------------------- There are numerous uncertainties inherent in estimating proven and probably reserves and mineralization, including many factors beyond the control of the Company. The estimation of reserves and mineralization is a subjective process and the accuracy of any such estimates is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, metallurgical testing and production and the evaluation of mine plans subsequent to the date of any estimate may justify revision of such estimates. No assurances can be given that the volume and grade of reserves recovered and rates of production will not be less than anticipated. Assumptions about prices are subject to greater uncertainty and metals prices have fluctuated widely in the past. Declines in the market price of base or precious metals also may render reserves or mineralization containing relatively lower grades of ore uneconomic to exploit. Changes in operating and capital costs and other factors including, but not limited to, short-term operating factors such as the need for sequential development of ore bodies and the processing of new or different ore grades, may materially and adversely affect reserves. Fluctuations in the Market Price of Minerals - -------------------------------------------------- The profitability of mining operations is directly related to the market price of the metals being mined. The market price of base and precious metals such as gold, silver and copper fluctuate widely and is affected by numerous factors beyond the control of any mining company. These factors include expectations with respect to the rate of inflation, the exchange rates of the dollar and other currencies, interest rates, global or regional political, economic or banking crises, and a number of other factors. If the market price of gold, silver or copper should drop dramatically, the value of the Company's royalty interest and exploration properties could also drop dramatically, and the Company might not be able to recover its investment in those interests or properties. The selection of a property for exploration or development, the determination to construct a mine and place it into production, and the dedication of funds necessary to achieve such purposes are decisions that must be made long before the first revenues from production will be received. Price fluctuations between the time that such decisions are made and the commence of production can drastically affect the economics of a mine. Environmental Risks - -------------------- Mining is subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration and production. Insurance against environmental risk (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) is not generally available to the Company (or to other companies in the minerals industry) at a reasonable price. To the extent that the Company becomes subject to environmental liabilities, the satisfaction of any such liabilities would reduce funds otherwise available to the Company and could have a material adverse effect on the Company. Laws and regulations intended to ensure the protection of the environment are constantly changing, and are generally becoming more restrictive. Title to Properties - --------------------- The validity of unpatented mining claims, which constitute a significant portion of the Company's property holdings in the United States, is often uncertain, and such validity is always subject to contest. Unpatented mining claims are unique property interests and are generally considered subject to greater title risk than patented mining claims, or real property interests that are owned in fee simple. Although the Company has attempted to acquire satisfactory title to its undeveloped properties, the Company does not generally obtain title opinions until financing is sought to develop a property, with the attendant risk that title to some properties, particularly title to undeveloped properties, may be defective. ITEM 2. DESCRIPTION OF PROPERTIES The principal assets of the Registrant are mining properties in the Chandalar Gold Mining District in northern Alaska. The Registrant's holdings include mining claims, both patented and unpatented, held for lode mining, and claims, both patented and unpatented, held for placer mining. The lode mining claims (and associated millsite claims) include 21 patented lode mining claims. The Registrant holds fee title to the patented claims, and in addition, the Registrant has the below described unpatented lode and placer mining claims. At one time, Registrant held a number of federal unpatented claims, however all of these claims have been subsequently staked as state unpatented claims, and the federal unpatented claims have been abandoned. The unpatented mining claims and millsite claims are subject to the paramount title of the State of Alaska and all patented and unpatented claims are subject to a reserved two percent gross royalty in Registrant's predecessor in title. The Chandalar Gold Mining District is within an area which was owned by the federal government and selected by the State of Alaska for transfer to the State of Alaska under the Alaska Lands Law. The Registrant currently owns in fee 21 twenty-acre patented lode claims, 1 twenty-acre patented placer claim, and l five-acre patented mill site. In addition Registrant holds 19 forty-acre unpatented state claims. During the fourth quarter of 2000, Registrant abandoned 35 unpatented state claims which the president deemed to be non-essential to the overall operations in the district, and which did not justify the expense of holding. The lode mining claims were located to control the known gold bearing zones, in an area approximately three miles by seven miles, except for seven State of Alaska unpatented mining claims, which have never been owned by Registrant, and which are owned by Registrant's predecessor in title. The placer mining claims of the Registrant cover the four major drainages radiating from the area in which the lode mining claims are situated, and include all areas that were the subject of placer mining operations by predecessors of the Registrant, as well as substantial portions of these drainages that have never been mined. Although the District has long been noted in published literature as being the source of high-grade ore zones, the cost of fully evaluating the Registrant's holdings by doing the necessary exploration and development work to establish the extent of mineralization has, to date, not been accomplished. The principal evaluation work done by the Registrant, or under its direction has been on the Mikado mine, the Little Squaw mine, and on the Eneveloe Bonanza mine by lessees in 1982 and 1983. Each of the groups of claims have been partially developed by 1,000 to 2,000 feet of underground workings. Within the district smaller amounts of mostly surface work has established the existence of six similar zones without accomplishing enough development work to block out sufficient reserves necessary for vein type mining in the district. ITEM 3. LEGAL PROCEEDINGS None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted to a vote of the security holders of the Registrant during the forth quarter of the Registrant's fiscal year. PART II ------- ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The Common Stock of the Company is traded in the over the counter market on the NASD Bulletin Board under the symbol "LITS". The following table shows the high and low closing sales prices for the Common Stock for each quarter since January 1, 1998. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. Fiscal Year High Closing Low Closing - ------------ ------------- ------------ First 1999 .03 .05 Second 1999 .05 .05 Third 1999 .05 .05 Fourth 1999 .05 .05 First 2000 .05 .05 Second 2000 .08 .08 Third 2000 .08 .08 Fourth 2000 .08 .04 First 2001 .05 .04 April 9, 2001 .05 .04 Holders. - -------- As of December 31, 2000 there were 3,671 shareholders of record of the Company's Common Stock. Dividends. - ---------- The Company has never paid any dividends and does not anticipate the payment of dividends in the foreseeable future. Recent Sales of Unregistered Securities. - -------------------------------------------- The Registrant has sold no equity securities during the period covered by this report that were not registered under the Securities Act. ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ---------------------------------------------------------------- All of the Registrant's lode properties are still in development stages. The management has full control of all of the lode properties, and intends to resume lode operations and placer operations on the open placer claims as soon as a competent and adequately financed operator can be located. Management has entered into discussions with prospective companies for lease of the lode and placer operations. The location of the mining claims, together with the permafrost found throughout the district, substantially increases the mining costs. Management is still discussing with Gold Dust mines the breaches to the lease and a determination will be made in the near future as to what action should be taken concerning that lease. The management is actively seeking joint venturer mining companies capable of developing the lode operations. There is a small portion of the property next to the millsite, which has been identified by the state as requiring cleanup. The estimated cost for cleanup is $20,000.00-30,000.00, and registrant is waiting until lode operations resume to perform the cleanup. Registrant has no long term debt, and has sufficient current assets to meet anticipated expenses during 2001. ITEM 7. FINANCIAL STATEMENTS Financial Statements of the Company for the fiscal years ended December 31, 2000 and 1999 have been audited by LeMaster & Daniels PLLC and are included as part of this Form 10-KSB: Accountants' Report Balance Sheets December 31, 2000 and 1999 Statements of Operations for the years ended December 31, 2000, and 1999 Statements of Cash Flows for the years ending December 31, 2000, and 1999 Statement Stockholders' Equity From inception (March 26, 1959) through December 31, 2000 Notes to Financial Statements INDEPENDENT AUDITORS' REPORT Stockholders and Board of Directors Little Squaw Gold Mining Company Spokane, Washington We have audited the accompanying balance sheets of Little Squaw Gold Mining Company (a development stage company) as of December 31, 2000 and 1999, and the related statements of operations, cash flows, and stockholders' equity (deficit) for the years then ended, and for the period from March 26, 1959 (inception) through December 31, 2000. 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 audit 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 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 Little Squaw Gold Mining Company as of December 31, 2000 and 1999, and the results of its operations and its cash flows for the years then ended, and the period from March 26, 1959 (inception) through December 31, 2000, in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 1 to the financial statements, the Company has suffered recurring net losses and its current liabilities exceed its current assets. This raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ LeMaster & Daniels, PLLC LeMASTER & DANIELS PLLC Certified Public Accountants Spokane, Washington March 5, 2001 LITTLE SQUAW GOLD MINING COMPANY (a development stage company) Balance Sheets December 31, ------------------------------- 2000 1999 -------------- ------------- ASSETS CURRENT ASSETS: Cash $ 15,329 $ 7,353 Cash investment - 10,000 Account receivable, other 768 398 Gold inventory 10,004 25,871 -------------- ------------- Total current assets 26,101 43,622 -------------- ------------- PLANT, EQUIPMENT, AND MINING CLAIMS: Mine buildings 25,911 25,911 Mining and other equipment 141,692 141,692 -------------- ------------- 167,603 167,603 Less accumulated depreciation 167,603 167,603 -------------- ------------- - - Mining claims 264,000 264,000 -------------- ------------- 264,000 264,000 -------------- ------------- $ 290,101 $ 307,622 ============== ============= LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable, related party $ 20,000 $ 20,018 Accrued payroll 243,250 224,650 Accrued and withheld payroll taxes 18,391 16,966 Other accrued expense 20,000 20,000 -------------- ------------- Total current liabilities 301,641 281,634 -------------- ------------- CONTINGENCY - - STOCKHOLDERS' EQUITY (DEFICIT): Common stock--12,000,000 shares, $.10 par value, authorized; 8,468,506 shares issued 846,850 846,850 Additional paid-in capital 351,237 351,237 Deficit accumulated during the development stage (1,201,453) (1,163,925) -------------- ------------- (3,366) 34,162 Less treasury stock, 117,103 shares, at cost 8,174 8,174 -------------- ------------- Total stockholders' equity (deficit) (11,540) 25,988 -------------- ------------- $ 290,101 $ 307,622 ============== ============= See accompanying notes to financial statements. LITTLE SQUAW GOLD MINING COMPANY (a development stage company) Statements of Operations From Inception (March 26, 1959) Years Ended December 31, Through ----------------------------- December 31, 2000 1999 2000 ------------- ------------- ------------------ REVENUES: Royalties, net $ - $ 589 $ 398,752 Management fees - - 4,500 Stock transfer fees - - 16,586 Interest income 420 596 26,357 Loss on sale of assets (3,086) - (3,086) Gold sales and sundry - - 7,642 Lease and rental - 22,500 99,330 ------------- ------------- ------------------ (2,666) 1,185 550,081 ------------- ------------- ------------------ EXPENSES: Management fees and salaries 18,600 38,400 858,757 Directors' fees - - 65,775 Professional services 5,520 8,429 267,177 Telephone 469 399 24,815 Interest - - 35,986 Office and other rent 3,246 3,048 60,321 Office supplies and expense 707 1,582 128,275 Taxes, payroll and other 1,733 3,458 86,889 Travel and meetings 125 296 58,035 Depreciation - - 5,248 Reclamation and miscellaneous 4,462 3,385 78,918 Loss on partnership venture - - 53,402 Equipment repairs - - 25,170 Royalties - - 1,381 Insurance - - 1,157 Amortization of organization costs - - 483 Contract labor, supplies, and freight - - 1,745 ------------- ------------- ------------------ 34,862 58,997 1,751,534 ------------- ------------- ------------------ NET LOSS $ 37,528 $ 57,812 $ 1,201,453 ============= ============= ================== Loss per share of stock outstanding $ - $ - $ .01 ============= ============= ================== See accompanying notes to financial statements. LITTLE SQUAW GOLD MINING COMPANY (a development stage company) Statements of Cash Flows From Inception (March 26, 1959) Years Ended December 31, Through ----------------------------- December 31, 2000 1999 2000 ------------- ------------- ------------------ INCREASE (DECREASE) IN CASH CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (37,528) $ (57,812) $ (1,201,453) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization - - 5,733 Stock and options issued for salaries and fees - - 184,782 (Increase) decrease in current assets: Accounts receivable (370) (217) (768) Inventory 15,867 (590) (10,004) Increase (decrease) in current liabilities: Accounts payable (18) (741) 20,000 Accrued payroll 18,600 38,400 243,250 Accrued and withheld payroll taxes 1,425 2,937 18,391 Other accrued expense - - 20,000 ------------- ------------- ------------------ Net cash used in operating activities (2,024) (18,023) (720,069) ------------- ------------- ------------------ CASH FLOWS FROM INVESTING ACTIVITIES: Receipts attributable to unrecovered promotional, exploratory, and development costs - - 626,942 Sale of equipment - - 60,000 Disposition of certificate of deposit 10,000 - - Additions to plant, equipment, and unrecovered promotional, exploratory, and development costs - - (343,368) ------------- ------------- ------------------ Net cash provided by investing activities 10,000 - 343,574 ------------- ------------- ------------------ CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of common stock - - 400,481 Acquisition of treasury stock - - (8,174) Organizational costs - - (483) ------------- ------------- ------------------ Net cash provided by financing activities - - 391,824 ------------- ------------- ------------------ NET INCREASE (DECREASE) IN CASH 7,976 (18,023) 15,329 CASH, BEGINNING OF YEAR/PERIOD 7,353 25,376 - ------------- ------------- ------------------ CASH, END OF YEAR/PERIOD $ 15,329 $ 7,353 $ 15,329 ============= ============= ================== See accompanying notes to financial statements. *Begin Landscape Page Orientation And 9pt Type Size* LITTLE SQUAW GOLD MINING COMPANY (a development stage company) Statement of Stockholders' Equity From Inception (March 26, 1959) through December 31, 1999 Deficit Shares Issued for Basis of Common Stock Accumulated ---------------------- Assignment of Amount -------------------- Additional During the Trea- Noncash for Noncash Paid-in Development sury Year Transaction Cash Consideration Consideration Shares Par Value Capital Stage Stock Total - ---- ----------- ---- ---------------- -------------------- --------- --------- ---------- ----------- -------- --------- 1959 Issuance of shares X ) ) 441,300 $ 44,130 $ - $ - $ - $ - Net loss - - - (428) - 43,702 1960 Issuance of shares X ) ) 443,780 43,378 - - - - Net loss - - - (769) - 86,311 1961 Issuance of shares X ) ) 306,620 30,662 - - - - Issuance of shares X ) ) 25,010 2,501 5,002 - - - Net loss - - - (12,642) 111,834 1962 Issuance of shares X ) ) 111,239 11,124 - - - - Issuance of shares X ) ) 248,870 24,887 49,773 - - - Issuance of shares )Mining leases )Par value of ) ) stock issued 600,000 60,000 - - - - Net loss - - - (5,078) 252,540 1963 Issuance of shares X ) ) 223,061 22,306 - - - - Issuance of shares X ) ) 27,000 2,700 5,400 - - - Sale of option ) ) - - 110 - - - Net loss - - - (5,995) - 277,061 1964 Net loss - - - (8,913) - 268,148 1965 Issuance of shares X ) ) 19,167 1,917 3,833 - - - Issuance of shares )Salaries )Price per share issued ) ) for cash during period 19,980 1,998 3,996 - - - Net loss - - - (9,239) 270,653 (continued next page) See accompanying notes to financial statements. LITTLE SQUAW GOLD MINING COMPANY (a development stage company) Statement of Stockholders' Equity (continued) From Inception (March 26, 1959) through December 31, 1999 Deficit Shares Issued for Basis of Common Stock Accumulated ---------------------- Assignment of Amount -------------------- Additional During the Trea- Noncash for Noncash Paid-in Development sury Year Transaction Cash Consideration Consideration Shares Par Value Capital Stage Stock Total - ---- ----------- ---- ---------------- -------------------- --------- --------- ---------- ----------- -------- --------- 1966 Issuance of shares X ) ) 29,970 $ 2,997 $ - $ - $ - $ - Issuance of shares X ) ) 5,200 520 520 - - - Net loss - - - (7,119) - 267,571 1967 Issuance of shares X ) ) 3,700 370 740 - - - Issuance of shares )Engineering and )Par value of ) management fees ) stock issued 24,420 2,442 - - - - Issuance of shares )Auditing fees ) 2,030 203 406 - - - Net loss - - - (5,577) - 266,155 1968 Issuance of shares X ) ) 64,856 6,486 12,971 - - - Issuance of shares )Salaries )Price per share 19,980 1,998 3,996 - - - Issuance of ) ) issued for cash shares )Directors' fees ) during period 30,000 3,000 6,000 - - - Net loss - - - (7,322) - 293,284 1969 Issuance of shares X 12,760 1,276 2,552 - - - Issuance of shares X 338,040 33,804 85,432 - - - Issuance of shares )Salaries )Approximate price ) ) per share 24,000 2,400 4,800 - - - Issuance of shares )Consideration for)issued for cash ) co-signatures )during period 50,004 5,000 10,001 - - - Net income - - - 2,272 - 440,821 (continued next page) See accompanying notes to financial statements. LITTLE SQUAW GOLD MINING COMPANY (a development stage company) Statement of Stockholders' Equity (continued) From Inception (March 26, 1959) through December 31, 1999 Deficit Shares Issued for Basis of Common Stock Accumulated ---------------------- Assignment of Amount -------------------- Additional During the Trea- Noncash for Noncash Paid-in Development sury Year Transaction Cash Consideration Consideration Shares Par Value Capital Stage Stock Total - ---- ----------- ---- ---------------- -------------------- --------- --------- ---------- ----------- -------- --------- 1970 Issuance of shares X ) ) 1,000 $ 100 $ 400 $ - $ - $ - Issuance of shares )Salaries )Price per share ) ) issued for cash in ) ) prior period 1,500 150 300 - - - Issuance of shares )Salaries )Price per share ) ) issued for cash in ) ) current period 444 44 178 - - - Net loss - - - (8,880) - 433,113 1971 Issuance of shares X 13,000 1,300 1,500 - - - Issuance of shares )Purchase of ) ) assets of ) ) Chandalar Mining)Par value of stock ) & Milling Co. ) issued 336,003 33,600 - - - - Net loss - - - (2,270) - 467,243 1972 Issuance of shares )Purchase of ) ) assets of ) ) Chandalar Mining)Par value of stock ) & Milling Co. ) issued 413,997 41,400 - - - - Issuance of shares )Additional ) ) exploratory and ) ) development costs) ) through payment ) ) of Chandalar ) ) Mining & Milling)Dollar value of ) Co. liabilities ) liabilities paid 55,657 5,566 15,805 - - - (continued next page) See accompanying notes to financial statements. LITTLE SQUAW GOLD MINING COMPANY (a development stage company) Statement of Stockholders' Equity (continued) From Inception (March 26, 1959) through December 31, 1999 Deficit Shares Issued for Basis of Common Stock Accumulated ---------------------- Assignment of Amount -------------------- Additional During the Trea- Noncash for Noncash Paid-in Development sury Year Transaction Cash Consideration Consideration Shares Par Value Capital Stage Stock Total - ---- ----------- ---- ---------------- -------------------- --------- --------- ---------- ----------- -------- --------- Receipt of ) $ $ $ $ $ Treasury ) stock in ) satisfaction) of accounts ) receivable ) and invest- ) ment in Chan-) dalar Mining) & Milling Co) (125,688) (12,569) (977) - (13,546) - Issuance of shares )Mining claims )Par value of stock ) ) issued 2,240,000 224,000 - 13,527 - Net loss - - - (65,175) - 675,274 1973 Net loss - - - (16,161) - 659,113 1974 Net loss - - - (13,365) - 645,748 1975 Net loss - - - (15,439) - 630,309 1976 Net loss - - - (5,845) - 624,464 1977 Issuance of shares )Purchase of ) )assets of ) )Mikado Gold )Par value of stock )Mines ) issued 1,100,100 110,010 - - - - Net loss (15,822) - 718,652 1978 Issuance of shares )Mining claims )Par value of stock Issuance of ) )issued 400,000 40,000 - - - - shares )Directors' fees) 40,000 4,000 3,200 - - - Issuance of shares )Management fees,) )notes payable, ) )and accrued )Approximate market )interest )price per share 109,524 10,952 8,762 - - - Net loss - - - (39,144) - 746,422 (continued next page) See accompanying notes to financial statements. LITTLE SQUAW GOLD MINING COMPANY (a development stage company) Statement of Stockholders' Equity (continued) From Inception (March 26, 1959) through December 31, 1999 Deficit Shares Issued for Basis of Common Stock Accumulated ---------------------- Assignment of Amount -------------------- Additional During the Trea- Noncash for Noncash Paid-in Development sury Year Transaction Cash Consideration Consideration Shares Par Value Capital Stage Stock Total - ---- ----------- ---- ---------------- -------------------- --------- --------- ---------- ----------- -------- --------- 1979 Net loss - $ - $ - $ (18,388)$ - $728,034 1980 Net loss - - - (34,025) - 694,009 1981 Net loss - - - (32,107) - 661,902 1982 Issuance of shares )Directors' fees )Approximate market ) ) price per share 40,000 4,000 20,000 - - - Net loss - - - (70,165) - 615,737 1983 Net loss - - - (10,416) - 605,321 1984 Net loss - - - (63,030) - 542,291 1985 Issuance of shares )Directors' fees )Approximate market ) ) price per share 40,000 4,000 12,000 - - - Net loss - - - (78,829) - 479,462 1986 Issuance of shares X 44,444 4,444 5,556 - - - Net loss - - - (32,681) - 456,781 1987 Issuance of shares )Officer salary ) 166,000 16,600 18,500 - - - Issuance of ) )Approximate stock option )Legal fees ) market price per - - 12,360 - - - Issuable shares )Directors' fees ) share - - 4,095 - - - Issuance of stock option )Equipment )Value of equipment - - 60,000 - - - Net loss - - - (48,057) - 520,279 1988 Issuance of shares )Officer salary )Approximate 194,444 19,444 (1,944) - - - Issuance of ) ) market stock option )Legal fees ) price per - - 6,200 - - - Issuable shares )Directors' fees ) per share - - 1,080 - - - Issuance of )Settlement of shares ) stock option )Approximate market ) price when option ) was granted 58,860 5,886 (5,886) - - - (continued next page) See accompanying notes to financial statements. LITTLE SQUAW GOLD MINING COMPANY (a development stage company) Statement of Stockholders' Equity (continued) From Inception (March 26, 1959) through December 31, 1999 Deficit Shares Issued for Basis of Common Stock Accumulated ---------------------- Assignment of Amount -------------------- Additional During the Trea- Noncash for Noncash Paid-in Development sury Year Transaction Cash Consideration Consideration Shares Par Value Capital Stage Stock Total - ---- ----------- ---- ---------------- -------------------- --------- --------- ---------- ----------- -------- --------- 1988 Issuance of $ $ $ $ $ (cont) shares )Settlement of ) )stock right )Approximate market ) ) price when right ) ) was granted 19,500 1,950 (1,950) - - - Net loss - - - (46,961) - 498,098 1989 Issuance of shares )Settlement of ) ) stock option )Approximate market ) ) price when option ) ) was granted 68,888 6,889 (6,889) - - - Issuance of shares )Settlement of ) ) stock right )Approximate market ) ) price when right ) ) was granted 12,000 1,200 (1,200) - - - Net loss - - - (59,008) - 439,090 1990 Net loss - - - (37,651) - 401,439 1991 Issuance of shares )Directors' fees )Approximate market ) ) price per share 24,000 2,400 - - - - Purchase of 20,000 treasury shares X - - - - (1,500) 360,164 Net loss - - - (42,175) - - 1992 Purchase of 32,000 treasury shares X - - - - (1,680) - Net loss - - - (41,705) - - 1993 Net loss - - - (71,011) - - (continued next page) See accompanying notes to financial statements. LITTLE SQUAW GOLD MINING COMPANY (a development stage company) Statement of Stockholders' Equity (continued) From Inception (March 26, 1959) through December 31, 1999 Deficit Shares Issued for Basis of Common Stock Accumulated ---------------------- Assignment of Amount -------------------- Additional During the Trea- Noncash for Noncash Paid-in Development sury Year Transaction Cash Consideration Consideration Shares Par Value Capital Stage Stock Total - ---- ----------- ---- ---------------- -------------------- --------- --------- ---------- ----------- -------- --------- 1994 Issuance of $ $ $ $ $ stock )Officer compen- )Approximate market option ) sation ) price per share - - 6,250 - - - Net loss - - - (43,793) - - 1995 Issuance of shares )Officer compen- )Approximate market ) sation )price per share 153,846 15,385 4,615 - - - Purchase of 65,000 treasury shares X - - - - (4,975) - Net loss - - - (30,728) - - 1996 Net loss - - - (39,963) - - --------- --------- ---------- ----------- -------- --------- Balances, December 31, 1996 8,468,506 846,850 357,487 (1,043,604) (8,174) 152,559 1997 Expiration of stock option - - (6,250) - - (6,250) Net loss - - - (31,828) - (31,828) --------- --------- ---------- ----------- -------- --------- Balances, December 31, 1997 8,468,506 $846,850 $ 351,237 $(1,075,432) $(8,174) $(114,481) --------- --------- ---------- ----------- -------- --------- 1998 Net loss - - - (30,681) - (30,681) --------- --------- ---------- ----------- -------- --------- Balances, December 31, 1998 8,468,506 $846,850 $ 351,237 $(1,106,113) $(8,174) $ 83,800 1999 Net loss - - - (57,812) - (57,812) --------- --------- ---------- ----------- -------- --------- Balances, December 31, 1999 8,468,506 $846,850 $ 351,237 $(1,163,925) $(8,174) $ 25,988 2000 Net loss - - - (37,528) - (37,528) --------- --------- ---------- ----------- -------- --------- Balances, December 31, 2000 8,468,506 $846,850 $ 351,237 $(1,201,453) $ (8,174) $(11,540) ========= ========= ========== =========== ======== ========= See accompanying notes to financial statements. LITTLE SQUAW GOLD MINING COMPANY (a development stage company) Notes to Financial Statements NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Nature of Operations: The Company owns various patented and unpatented mining claims in Alaska. Placer mining of certain claims has been performed by a lessee. The Company is considered to be a development stage company, as only nominal operations have occurred to date. Planned principal operations include lode mining of claims. The Company operates in one reportable segment, mining operations. Basis of Presentation: These financial statements are presented on the basis that the Company is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. The accompanying 2000 financial statements show current liabilities exceeding current assets by approximately $276,000, a deficit accumulated in the development stage of approximately $1,201,000, stockholders' equity (deficit) of approximately $(12,000), and a net loss of approximately $38,000. In addition, as discussed in note 2, the Company's placer mining lessee has defaulted on its obligations to the Company. Management's plans for the continuation of the Company as a going concern include the reduction of operating expenses to the extent possible, continued deferral of payment of officers' accrued compensation, obtaining a placer lessee to operate certain placer mining claims, and ultimately to obtain a lode mining lessee. In addition, some unpatented claims are being abandoned to eliminate the costs of state fees and minimum assessment work required to maintain the claims. At December 31, 2000, all but 19 unpatented claims had been abandoned. There are no assurances with respect to the future success of these plans. Gold Inventory: Such asset, representing a mineral royalty received from a placer mining lease, is stated at net realizable market value. Inventory market value adjustments are included in royalty income. Plant, Equipment, and Accumulated Depreciation: Such assets are based at cost--cost determined by cash, cash items, or value received for shares of the Company's common stock issued therefor. The mine and mill build-ings and equipment are located on Company-owned mining claims located in the Chandalar Mining District of Alaska. A small amount of office equipment is located at Company offices in Spokane, Washington. All such assets are fully depreciated. Mining Claims: In April 1978, the Company acquired certain patented and unpatented mining claims located in the Chandalar Mining District from a partnership, a member of which is an of------ficer/stockholder of the Company. In exchange for the mining claims, the Company issued 400,000 shares of its previously unissued shares. A 2 percent gross royalty interest was retained by the partner-ship. Management assigned a value of $40,000 to the claims which is equal to the par value of the common stock issued. Any other basis for assign-ing values was not determinable. LITTLE SQUAW GOLD MINING COMPANY (a development stage company) Notes to Financial Statements NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued) In May 1972, the Company acquired from a corporation and various individu-als certain patented and unpatented mining claims located in the Chandalar Mining District which were previously leased. Under the terms of the acquisition agreement, the Company issued 2,240,000 shares of its previ-ously unissued (2,114,312) shares and treasury (125,688) shares and transferred certain placer mining equipment for such claims. In 1975, effective as of January 1, 1974, management assigned a value of $224,000 to the claims which is equal to the par value of the common stock issued. Any other basis for assign-ing values was not determinable. Management believes there has been no impairment in the values assigned to the mining claims, based on estimated mineral reserves present in the claims. Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Significant estimates used in preparing these financial statements include those assumed in estimating the recoverability of the cost of mining claims, accrued reclamation costs, and deferred tax assets and related valuation allowance. Actual results could differ from those estimates. Federal and Alaska Income Taxes: Income tax is provided for the tax effects of transactions reported in the financial statements and consists of tax currently due plus deferred tax related to differences between the basis of assets and liabilities for financial and income tax reporting. The Company, for financial statement purposes, has reduced unrecov-ered exploratory and development costs by the excess of lease income over deprecia-tion and sundry direct mine costs. For income tax purposes, such items have been treated as income and expense. Also, accrued officers' compensation is not deductible for income tax purposes until paid. Deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. A deferred tax asset, subject to a valuation allowance, is also recognized for tax-basis net operating losses being carried forward. See note 5. Loss Per Share: Such amounts (representing basic and diluted loss per share) are computed based on the weighted average number of shares out-standing during the years (8,351,403 in 2000 and 1999). LITTLE SQUAW GOLD MINING COMPANY (a development stage company) Notes to Financial Statements NOTE 2 -- LEASE OF MINING CLAIMS, MINE AND MILL BUILDINGS, AND EQUIPMENT: Beginning in 1989, the Company entered into a placer mining lease with Gold Dust Mines, Inc. (Gold Dust) covering placer mining rights on certain of the Company's mining claims on creek drainages. The lease provided for annual advance rentals of $7,500 per creek drainage mined plus an 8 percent royalty from placer gold production. During 1998 and 1999, Gold Dust's placer mining was limited to one drainage. There was no mining conducted in 2000. In 1999 and 2000, however, Gold Dust failed to pay the $7,500 lease fee on the creek drainage it mined, and a portion of the 1999 production royalties owed to the Company were also not paid. In February 2000, the owners of Gold Dust (guarantors of Gold Dust's obligations to the Company) declared bankruptcy. The 1999 and 2000 unpaid lease fee and 1999 production royalties (estimated at approximately $2,500) were not reported as assets and revenue in the accompany-ing financial statements, as such amounts have been reduced in full by a valuation allowance. NOTE 3 -- RELATED PARTIES: Included in expenses for the years presented are legal fees for services as corporate counsel by Hollis H. Barnett, a stockholder, director, and secretary of the Company. Legal fees of Mr. Barnett charged to expense totalled $-0- in 2000 and $2,509 in 1999. Accounts payable for unpaid legal fees totalled $20,000 at December 31, 2000 and 1999. NOTE 4 -- RECLAMATION COSTS: The Company had accrued a liability of $20,000 as an estimated total cost of reclamation at December 31, 2000 and 1999. This cost relates to remedial actions at a single location to clean up ground contamination as required by the State of Alaska. An outside consultant has estimated the clean-up costs at $20,000 to $30,000. NOTE 5 -- INCOME TAXES: At December 31, 2000 and 1999, the Company had deferred tax assets which were fully reserved by valuation allowances. Following are the compo-nents of such assets and allowances: December 31, 2000 1999 ------------ ------------ Deferred tax assets arising from: Unrecovered promotional, exploratory, and development costs $ 56,000 $ 56,000 Accrued compensation 36,000 34,000 Net operating loss carryforwards 39,000 41,000 ------------ ------------ 131,000 131,000 Less valuation allowance 131,000 131,000 ------------ ------------ Net deferred tax assets $ - $ - ============ ============ At December 31, 2000, the Company had federal tax-basis net operating loss carryforwards totalling approximately $257,000 which will expire in various amounts from 2001 through 2021. Changes in the deferred tax asset valuation allowance for 2000 and 1999 relate only to corresponding changes in deferred tax assets for those years. ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There have been no disagreements between the Company and its accountants regarding any matter or accounting principles or practices or financial statement disclosures. PART III -------- ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROLL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT Directors and Executive Officers - ----------------------------------- Name Age Office with the Company Appointed to Office - ---- --- ------------------------- ------------------- Eskil Anderson(1) 87 President & Director 1972 Stewart A. Jackson, PH.D 59 Vice Pre. and Director 1993 Leonard C. Havlis 72 Director 1972 Ellamae Anderson (1) 78 Director 1986 Hollis H. Barnett (1) 61 Secretary and Director 1986 There are no arrangements or understandings between any of the foregoing persons and any other person or persons pursuant to which any of the foregoing persons were named as Directors. (1) Eskil Anderson and Ellamae Anderson are husband and wife. Hollis H. Barnett is married to Eskil and Ellamae Anderson's daughter. Eskil Anderson is an independent consulting geologist and has practiced as an independent consulting geologist for over 40 years. He had served as President for the Registrant for many years and stepped down to allow Stewart Jackson to become President in May 1994. In April 1996, Mr. Anderson was again elected President. Hollis H. Barnett is a practicing attorney, having practiced law for 31 years, and has served the Registrant as Director and Secretary since October, 1986. Leonard C. Havlis is retired from the Seattle School District, and has served as a director of the Registrant since 1972. Ellamae Anderson is a graduate Gemologist of the G.I.A. (Gemological Institute of America), is a gem appraiser, and has a small gemological service business. She assisted the corporation Secretary from 1972 to present and was the corporation's transfer agent from 1972 to 1980. She was a trustee for the N.W. Mining Association from 1977-79 and founded and produced the first two issues of the annual N.W. Mining Association Service Directory. She has been a Director since October, 1986. Stewart A. Jackson, Ph.D., has been a Mining Geologist for many years, and has been affiliated with several mining corporations. His office is in Littleton, Colorado, where he is actively engaged in mining ventures. Mr. Jackson serves on the board of directors of Monument Resources, Inc., Continental Precious Minerals, Inc., Jopeck Resources, LTD., and as president of Layfield Resources, Inc., all public companies involved in mining activities. Mr. Jackson is an experienced professional with 30 years in the mineral industry, involved in the exploration and development of both base and precious metal deposits in a wide range of environments for both large and small companies. The directors are elected for a one-year term and until their successors have been elected and qualified. Executive Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of shareholders and until their successors have been elected and qualified. There are no arrangements or understandings between any of the directors, executive officers, and other persons pursuant to which any of the foregoing persons were named as Directors or executive officers. None of the Directors is also a director of any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to Section 15(d) of the Act, or of any company registered under the Investment Company Act of 1940 except as noted above. No Director, or person nominated to become a Director or Executive Officer, has been involved in any legal action involving the Company during the past five years. Promoters and Control Person: Not Applicable Compliance with Section 16(a) of the Exchange Act - -------------------------------------------------------- Based solely upon a review of forms 3 and 4 and amendments thereto furnished to the Registrant pursuant to Section 240.16a-3 during the most recent fiscal year, and Form 5 and amendments thereto furnished to the Registrant with respect to the most recent fiscal year, no person who at any time during the fiscal year was a director, officer, or beneficial owner or more than ten percent of any class of equity securities of the Registrant registered pursuant to Section 12 of the Exchange Act, or any other person subject to Section 16 of the Exchange Act with respect to the Registrant because of the requirements of Section 30 of the Investment Company Act or Section 17 of the Public Utility Holding Company Act (A reporting person) failed to file on a timely basis, as disclosed in the above Forms, reports required by Section 16(a) of the Exchange Act during the most recent fiscal year or prior fiscal years. ITEM 10. EXECUTIVE COMPENSATION A summary of cash and other compensation for the Company's President and Chief Executive Officer for the three most recent years is as follows: Summary Compensation Table - ---------------------------- Long-Term Compensation Annual Compensation Awards Payouts - ------------------------------------------- ---------------------- ------------------ (a) (b) (c) (d) (e) (f) (g) (h) (i) Name Other Restricted Securities and Annual Stock Underlying LTIP All Other Principal Year Salary Bonus Comp. Awards(1) Options/ Payouts Comp. Position ($) ($) ($) ($) SARs(#) ($) ($) - -------------- ---- ------ ----- ------ ---------- ---------- ------- --------- Eskil Anderson 1998 $34,850 $0 $0 $0 -0- $0 $0 President 1999 $34,850 $0 $0 $0 -0- $0 $0 2000 $15,000 $0 $0 $0 -0- $0 $0 * These figures do not take into account accrued salary payable to Mr. Anderson in the amount of $215,350 at December 31, 2000 Option/SAR Grants In Last Fiscal Year - ------------------------------------------ None Director Compensation For Last Fiscal Year - ----------------------------------------------- None The Company has no employment contracts with executive officers or directors. ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Security Ownership of Certain Beneficial Owners and Management - --------------------------------------------------------------------- The following table sets forth information as of December 31, 2000 regarding any person known to the Company to be the beneficial owner of more than five percent of any class of the Company's voting securities and the number and percentage of shares of Common Stock of the Company or any of its parents or subsidiaries beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by each director, each of the named executive officers and directors and officers as a group: Title Amount and Nature of of Class Name of Beneficial Owner Beneficial Ownership Percent of Class (1) - -------- -------------------------- -------------------- -------------------- Common Eskil & Ellamae Anderson 784,577 9.4% Common Leonard Halvis 50,466(1) .65% Common Hollis H. Barnett 148,498 1.8% Common Stewart Jackson 153,846 1.8% Common Total of all officers and directors (5 individuals) 1,137,387 13.6% (1) Does not include an additional 9,500 shares Leonard C. Havlis has the right to vote as custodian under the Uniform Gifts to Minors Act. Changes in Control - -------------------- There are no arrangements known to the Registrant the operation of which may at a subsequent time result in the change of control of the Registrant. ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS There have been no transactions or series of transactions, or proposed transactions during the last two years to which the Registrant is a party in which any director, nominee for election as a director, executive officer or beneficial owner of five percent or more of the Registrant's common stock, or any member of the immediate family of the foregoing had or is to have a direct or indirect material interest exceeding $60,000. ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a) the following documents are filed as part of the report: 1. Financial Statements Accountants' Report Balance Sheets December 31, 2000 and 1999 Statements of Operations for the years ended December 31, 2000, and 1999 Statements of Cash Flows for the years ending December 31, 2000, and 1999 Statement Stockholders' Equity From inception (March 26, 1959) through December 31, 2000 Notes to Financial Statements 2. Exhibits required by Item 601 (23) Consent of experts and counsel All other Exhibits have been omitted as inapplicable or are incorporated by reference to previous filings. (b) Reports on Form 8-K. No reports on Form 8-K have been filed during the last quarter of the period covered by this report. SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LITTLE SQUAW GOLD MINING COMPANY /s/ Eskil Anderson ------------------------------ Date: April 12, 2001 By: Eskil Anderson President (Principal Executive Officer and Principal Financial Officer) In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/Eskil Anderson ------------------------------ Date: April 12, 2001 Eskil Anderson, Director /s/ Hollis H. Barett ------------------------------ Date: April 12, 2001 Hollis H. Barnett, Director /s/ Stewart Jackson ------------------------------ Date: April 12, 2001 Stewart Jackson, Director /s/ Leonard Havlis ------------------------------ Date: April 12, 2001 Leonard Havlis, Director /s/ Ellamae Anderson ------------------------------ Date: April 10, 2001 Ellamae Anderson, Director