SECURITIES AND EXHANGE 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: December 31, 2001 Commission File #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 Spokane, Washington 99223 (Address of Principal Executive Officers) (Zip Code) (509) 535-6092 (Telephone Number of Registrant) Securities registered pursuant to Section 12(b) of the Act: Title of each Class Name of Exchange on which Registered ------------------------- ------------------------ $0.05 par Value Common None Non-Assessable Stock Securities registered under Section 12(b) of the Exchange Act: None Check whether the issuer (1) filed all reports required 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 filing requirements for the past 90 days. Yes [X] No[ ] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulations S-B is met contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-KSB or any amendment to this Form 10-KSB. [ ] Not Applicable [X] The aggregate market value of the voting stock held by non-affiliates of the Registrant as of December 31, 2001 was $289,325. This figure is based on estimated bid price of $0.04. Issued and outstanding common capital stock as of December 31, 2001. 9,727,852 shares of common $0.05 par value stock non -assessable. No documents are Incorporated by reference. Transitional small business disclosure format: Yes [ ] No [X] PART 1 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, $0.05 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. The Company was originally incorporated with the goal to consolidate, explore and to develop (or seek a larger mining company to develop under an arrangement favorable to the Company) its primary property located in the Thunder Mountain Mining District in central Idaho. A number of exploration companies had conducted exploration activities on the Company's claims prior to and subsequent to incorporation, including Homestake Mining, Nevex Ltd., Placer Amex, Superior Mining, Phillips Petroleum and Coeur 'd Alene Mines. The Company's precious metal property at Thunder Mountain ultimately was placed into operation in 1986 by Coeur 'd Alene Mines with production from the Sunnyside Deposit reported at 85,000 ounces of gold and 116,000 ounces of silver. Coeur 'd Alene ceased production in 1990 and relinquished their lease on the claims. Subsequently the area was leased to and explored by several other exploration/mining companies, including Kennecott and USMX/Dakota Mining. A joint venture between the Company and Dewey Mining unified the mining district during this period, and USMX/Dakota Mining expended approximately $5 million to explore the district and define a measured mineral resource1 of 5,390,000 tons averaging 0.047 ounces per ton gold (using a then-current gold price of $400 per ounce) hosted in a volcanic caldera sequence on the Dewey property. Bankruptcy by Dakota Mines provided an opportunity for the Company and Dewey Mining to acquire the consolidated district for future development. USMX/Dakota Mining had initiated an Environmental Impact Statement and other permitting requirements to develop the measured mineral resource, and the Company and Dewey Mining continued these efforts for a period of time. During 2000, the Company and Dewey Mining entered into an Option Agreement with Trust for Public Lands to purchase the consolidated mining district. The Trust for Public Lands is a nonprofit organization dedicated to the preservation of nature for human enjoyment and well being. The Thunder Mountain Mining District is located on a "cherry-stem" within the Frank Church River of No Return Wilderness that was specifically outlined to allow continued development of the historic mining area. Due to its location, the Company's land position is a candidate for purchase by the United States Forest Service through the Land and Water Conservation Funds. The Option recognizes a minimum acceptable value for the measured mineral resource and real property, and if this is not met, the Company maintains the ability to continue development of the property. All permitting efforts have been, for the time being, placed on hold pending the completion of the initial appraisal. The Option Agreement has been extended beyond the original specified timeframe due to delays in securing an appraiser. It is anticipated that the initial appraisal review will be completed by mid-2002. The Company also conducted minimal exploration for precious minerals outside of the Thunder Mountain Mining District in the western states during 2001. A platinum group metals exploration level property in Nevada was maintained during the year. 1A measured mineral resource is that part of a mineral resource for which quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters to support production planning and evaluation of the economic viability of the deposit. PRECIOUS MINERALS PROPERTIES ------------------------------ THUNDER MOUNTAIN AND DEWEY MINING COMPANY JOINT VENTURE LAND POSITION: 1. The Registrant and Dewey Mining Company, through their joint venture agreement, own outright a total of 50-patented lode-mining claims (735.5 acres total) and 272 unpatented lode claims (5,245 acres total). With the exception of one small claim block within the Frank Church River of No Return Wilderness (their location pre-dated the wilderness designation), all of the claims are within the "cherry-stem" that forms a corridor into the wilderness. Mineral development within this cherry-stem is subject to the same regulatory stipulations as the United States Forest Service managed land surrounding the wilderness. Some of the Registrants claims within the cherry stem are partially within the wilderness area, but these were, for the most part, located as protection of the land position more central to the cherry-stem that either has mineral resources or exploration potential. 2. The Registrant has lease with an option to purchase on 4 patented and 40 unpatented lode claims in the Goodsprings Mining District in Clark County, Nevada. Platinum, palladium and gold have historically been produced in the area, and the land position was secured because of its exploration potential. Efforts are ongoing to interest a larger platinum group metals exploration company in the holdings. THUNDER MOUNTAIN AND DEWEY MINING COMPANY JOINT VENTURE LAND POSITION: ------------------------------------------------------------------------------- (b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS. The Registrant has no other industry segments. (c) NARRATIVE DESCRIPTION OF BUSINESS. Refer to ITEM: 1 Description of Business (supra) Subparagraph (i) through (xii) are not applicable to the Registrant. (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 Company, along with other impacted entities, including companies, municipalities and various irrigation districts, has been involved in a legal protest against the Federal Government's claims for certain reserved water rights for Wild and Scenic Rivers Act purposes. The matter is in the Idaho State District Court assigned to handle the Snake River Basin water rights adjudication. A settlement has been tentatively reached that is favorable to the Company, and will be a settlement that would maintain sufficient vested and future water rights appropriation for any mining and processing operation. These water rights would also be a valuable part of the ongoing appraisal process by Trust for Public Lands. 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 2001. PART 11 ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. (a) MARKET INFORMATION. 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. The bid prices for the Registrant's stock for the years 2001 and 2000 were as follows: 2000 HIGH LOW -------- --------- First Quarter $ 0.10 $ 0.04 Second Quarter $ 0.10 $ 0.10 Third Quarter $ 0.10 $ 0.10 Fourth Quarter $ 0.10 $ 0.10 2001 HIGH LOW -------- --------- First Quarter $ 0.10 $ 0.03 Second Quarter $ 0.08 $ 0.04 Third Quarter $ 0.08 $ 0.05 Fourth Quarter $ 0.05 $ 0.03 (b) APPROXIMATE NUMBER OF EQUITY SECURITY HOLDERS: Title of Class No. of Record Holders ---------------------------- ------------------------------------ $0.05 Par Value 2,250 as of December 31, 2001 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: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION. (a) FULL FISCAL YEAR. 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. The market value of some of the stock mutual funds decreased substantially during 2001, representing a significant loss. 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 claim maintenance will be paid for its unpatented claims by the Company. It is anticipated that Directors and managerial fees will be minimal during the upcoming year due to the low cash position of the Company. Please refer to the financial statements for additional costs and expenditures and other financial information. 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. Results of Operations: The Company had no production from operations for 2001. 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. The Company entered into a purchase option agreement with Trust for Public Lands (TPL) in 2000. Appraisal work commenced late in 2001 and a preliminary appraisal should be completed by mid-2002. The agreement with TPL provides them with an option to acquire both the Company's and Dewey Mining Company's land and mineral position in the Thunder Mountain Mining District, subject to an appraised amount that is acceptable to both entities. The appraisal will value both the private land, unpatented mining claims, mineral value of the defined resource, mineral potential of the Company's holdings, timber, and water rights. The purchaser of the properties would be the United State Forest Service, brokered through TPL. In the event that the appraised amount is acceptable, the Company may determine that it would be in the best interests of the shareholders to move ahead with the sale. The appropriate shareholder approvals would be solicited. If the properties are sold, it is possible that some of the proceeds could be forthcoming late in 2002. There were no revenues generated by the Company in 2001. ITEM 7: FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA THUNDER MOUNTAIN GOLD, INC. (An Exploration Stage Company) FINANCIAL STATEMENT AND REPORT OF INDEPENDENT AUDITORS DECEMBER 31, 2001 THUNDER MOUNTAIN GOLD, INC. (An Exploration Stage Company) INDEX TO THE FINANCIAL STATEMENTS CONTENTS Report of Independent Auditors 1 Balance Sheet at December 31, 2001 and 2000 2 Statement of Operations for the Years Ended December 31, 2001, 2000, and 1999 3 Statement of Cash Flows for the Years Ended December 31, 2001, 2000, and 1999 4 Statement of Changes in Stockholders' Equity for the Years Ended December 31, 2001, 2000, and 1999 5 Notes to Financial Statements 6-9 Report of Independent Auditors on Supplemental Schedules 11 Supplemental Schedules 12-16 REPORT OF INDEPENDENT AUDITORS ------------------------------ Board of Directors Thunder Mountain Gold, Inc. Spokane, Washington We have audited the accompanying Balance Sheets of Thunder Mountain Gold, Inc., (An Exploration Stage Company) as of December 31, 2001 and 2000, and the related Statements of Operations, Cash Flows and Changes in Stockholders' Equity for each of the three years ended December 31, 2001, 2000, and 1999. 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 audit. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit 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., (An Exploration Stage Company) as of December 31, 2001 and 2000, and the results of its operations, cash flows and changes in stockholders' equity for each of the three years ended December 31, 2001, 2000 and 1999,in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 6 to the financial statements, the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As discussed in Note 3 to the financial statements, the financial statements for the years ended December 31, 2000, 1999, and 1998, have been restated to reflect the expensing of mining claims. /s/ MOE O'SHAUGHNESSY & ASSOCIATES, P.S. April 24, 2001 Spokane, Washington THUNDER MOUNTAIN GOLD, INC. (An Exploration Stage Company) Balance Sheet December 31, 2001 and 2000 ASSETS 2001 2000 ------------ ------------ (Restated - See NOTE 3) CURRENT ASSETS: Cash and Cash Equivalents $ 5,275 $ 7,599 Prepaid Expenses 300 300 Investments 84,142 231,923 ------------ ------------ Total Current Assets 89,717 239,822 ------------ ------------ INVESTMENTS - Non-Current 170 170 ------------ ------------ PROPERTY AND EQUIPMENT: Office Equipment 7,141 7,141 Mining Claims - - ------------ ------------ Total Property and Equipment 7,141 7,141 Less: Accumulated Depreciation 6,970 6,856 ------------ ------------ Net Property and Equipment 171 285 ------------ ------------ TOTAL ASSETS $ 90,058 $ 240,277 ============ ============ The accompanying notes are an integral part of these financial statements. THUNDER MOUNTAIN GOLD, INC. (An Exploration Stage Company) Balance Sheet December 31, 2001 and 2000 LIABILITIES AND STOCKHOLDERS' EQUITY 2001 2000 ------------ ------------ (Restated - See NOTE 3) CURRENT LIABILITIES: Accounts payable $ 9,860 $ - Accrued Directors and Management Fees - 16,000 ------------ ------------ Total Current Liabilities 9,860 16,000 ------------ ------------ 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 Less: 11,700 Shares of Treasury Stock, At Cost (24,200) (24,200) Accumulated Other Comprehensive Income (Loss) (69,562) (47,265) Retained Earnings/ (Deficit) (566,654) (444,872) ------------ ------------ Total Stockholders' Equity 80,198 224,277 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 90,058 $ 240,277 ============ ============ The accompanying notes are an integral part of these financial statements. THUNDER MOUNTAIN GOLD, INC. (An Exploration Stage Company) Statement of Operations For the Years Ended December 31, 2001, 2000, and 1999 2001 2000 1999 ------------ ------------ ------------ (Restated - (Restated - See NOTE 3) See NOTE INCOME: Royalties $ - $ - $ - ------------ ------------ ------------ EXPENSES: Exploration and Development 74,614 134,572 24,781 Depreciation and Depletion 114 1,830 4,145 Directors' Fees and Professional Services 6,000 18,000 25,000 Legal and Accounting 14,703 6,635 12,340 Management and Administrative 5,200 9,388 23,501 ------------ ------------ ------------ Total Expenses 100,631 170,425 89,767 ------------ ------------ ------------ (LOSS) FROM OPERATIONS (100,631) (170,425) (89,767) ------------ ------------ ------------ OTHER INCOME: Interest and Dividend Income 439 16,198 7,654 Gain (Loss) on Sale of Securities and Assets (21,589) 51,625 119,163 ------------ ------------ ------------ (21,150) 67,823 126,817 ------------ ------------ ------------ INCOME (LOSS) BEFORE FEDERAL INCOME TAXES (121,781) (102,602) 37,050 PROVISION FOR INCOME TAXES: Tax At Statutory Rates - - - Tax Benefit - - - ------------ ------------ ------------ NET INCOME (LOSS) (121,781) (102,602) 37,050 OTHER COMPREHENSIVE INCOME Net of Income Tax: Unrealized Holding Gain (loss) (22,297) (196,873) (24,030) ------------ ------------ ------------ COMPREHENSIVE INCOME (LOSS) $ (144,078) $ (299,475) $ 13,020 ============ ============ ============ EARNINGS (LOSS) PER SHARE: Basic $ (0.01) $ (0.01) $ - ============ ============ ============ Diluted $ (0.01) $ (0.01) $ - ============ ============ ============ The accompanying notes are an integral part of these financial statements. THUNDER MOUNTAIN GOLD, INC. (An Exploration Stage Company) Statement of Cash Flows For the Years Ended December 31, 2001, 2000, and 1999 2001 2000 1999 ------------ ------------ ------------ (Restated - (Restated - See NOTE 3) See NOTE CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES: Net Income (Loss) $ (121,781) $ (102,602) $ 37,050 Non-Cash Expenses, Revenues, Losses And Gains Included in Income: Depreciation and Amortization 114 1,830 4,145 Gain on sale of securities and assets - (51,625) (119,163) Loss on sale of securities and assets 21,589 - - Net (Decrease) in payables (6,140) (11,706) (2,993) ------------ ------------ ------------ Net Cash Flows Provided (Used) By Operating Activities (106,218) (164,103) (80,961) ------------ ------------ ------------ CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES: Purchase Of Investments (18,622) (14,019) (204,886) Purchase Of Property and Equipment - - (594) Proceeds from Disposition of Investments 122,516 142,481 244,950 Proceeds from Disposition of Assets - 7,000 - ------------ ------------ ------------ Net Cash Flows Provided (Used) By Investing Activities 103,894 135,462 39,470 ------------ ------------ ------------ CASH FLOWS (USED) BY FINANCING ACTIVITIES Net cash flows (used) by financing activities - - - ------------ ------------ ------------ NET INCREASE (DECREASE) IN CASH (2,324) (28,641) (41,489) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 7,599 36,240 77,729 ------------ ------------ ------------ CASH AND CASH EQUIVALENTS, END OF PERIOD $ 5,275 $ 7,599 $ 36,240 ============ ============ ============ (Continued) The accompanying notes are an integral part of these financial statements. THUNDER MOUNTAIN GOLD, INC. (An Exploration Stage Company) Statement of Cash Flows For the Years Ended December 31, 2001, 2000, and 1999 2001 2000 1999 ------------ ------------ ------------ (Restated - (Restated - See NOTE 3) See NOTE SUPPLEMENTAL SCHEDULE OF NONCASHINVESTING ACTIVITIES Exchange of automobile for Accrued directors fee payable $ - $ 7,000 $ 10,000 ============ ============ ============ Marketable security written off as worthless $ - $ - $ 7,296 ============ ============ ============ 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 month sor less to be cash equivalents. (Concluded) The accompanying notes are an integral part of these financial statements. THUNDER MOUNTAIN GOLD, INC. (An Exploration Stage Company) Statement Of Changes In Stockholders' Equity For the Years Ended December 31, 2001, 2000, and 1999 Accumulated Common Stock Additional Other Retained --------------------- Paid-In Comprehensive Treasury Earnings/ Shares Amount Capital Income Stock (Deficit) Total ---------- --------- ---------- ------------- ---------- ---------- ----------- Balances at Jan. 1, 1999 (Restated - See NOTE 3) 9,727,852 $486,392 $ 254,222 $ 173,638 $(24,200) $(379,320) $ 510,732 Unrealized lossin Marketable securities - - - (24,030) - - (24,030) Net loss - 1999 (Restated - See NOTE 3) - - - - - 37,050 37,050 ---------- Comprehensive Income 13,020 ---------- --------- ---------- ------------- ---------- ---------- ----------- Balances at Dec. 31, 1999 (Restated - See NOTE 3) 9,727,852 486,392 254,222 149,608 (24,200) (342,270) 523,752 ---------- --------- ---------- ------------- ---------- ---------- ----------- Unrealized loss in Marketable securities - - - (196,873) - - (196,873) Net loss - 2000 (Restated - See NOTE 3) - - - - - (102,602) (102,602) ---------- Comprehensive (Loss) (299,475) ---------- --------- ---------- ------------- ---------- ---------- ----------- Balances at Dec. 31, 2000 (Restated - See NOTE 3) 9,727,852 486,392 254,222 (47,265) (24,200) (444,872) 224,277 ---------- --------- ---------- ------------- ---------- ---------- ----------- Unrealized loss in Marketable securities - - - (22,297) - - (22,297) Net loss - 2001 - - - - - (121,782) (121,782) ---------- Comprehensive (Loss) - - - - - - (144,079) ---------- --------- ---------- ------------- ---------- ---------- ----------- Balances at Dec. 31, 2001 9,727,852 $ 486,392 $ 254,222 $ (69,562) $(24,200) $(566,654) $ 80,198 ========== ========= ========== ============= ========== ========== =========== The accompanying notes are an integral part of these financial statements. THUNDER MOUNTAIN GOLD, INC. (An Exploration Stage Company) Notes To Financial Statements NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES Business Operations Thunder Mountain Gold, Inc., takes its name from the Thunder Mountain Mining District in Valley County, Idaho, where its principal lode mining claims are located. Accounting Policies Marketable securities are stated at market value. The market value is based on quoted market prices or other fair value estimates provided by third party portfolio managers. Exploration Costs Exploration costs are charged to operations when incurred. Property and Equipment 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 improvements 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. 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. Comprehensive Income In 1998, the Company adopted Statement of Financial Accounting Standards (FAS) 130, "Reporting Comprehensive Income," issued by the Financial Accounting Standards Board (FASB). The Company reports accumulated other comprehensive income as a separate component of shareowners' equity. There were no adjustments required for the deferred tax effects of the unrealized gain or loss on securities. THUNDER MOUNTAIN GOLD, INC. (An Exploration Stage Company) Notes To Financial Statements NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued) Earnings Per Share The Company computes basic earnings per common share by dividing the net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share are calculated by including all dilutive potential common shares such as stock options. Dilutive potential common shares were 9,727,852 in 2001, 2000, and 1999. No adjustment to reported net income is required when computing diluted earnings per share. NOTE 2 - INVESTMENTS Investments consist of the following: Carrying Market Value Cost Value ------------ ------------ ------------ December 31, 2001: Current Investments $ 84,142 $ 152,794 $ 84,142 Other Investments 170 1,080 170 ------------ ------------ ------------ Total $ 84,312 $ 153,874 $ 84,312 ============ ============ ============ December 31, 2000: Current Investments $ 231,923 $ 278,277 $ 231,923 Other Investments 170 1,080 170 ------------ ------------ ------------ Total $ 232,093 $ 279,357 $ 232,093 ============ ============ ============ December 31, 1999: Current Investments $ 510,158 $ 359,639 $ 510,158 Other Investments 170 1,080 170 ------------ ------------ ------------ Total $ 510,328 $ 360,719 $ 510,328 ============ ============ ============ Other investments consist of small stock holdings in several local mining companies. NOTE 3 - MINING CLAIMS AND RESTATED FINANCIAL STATEMENTS 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. The purchase price and capitalized costs of the mining claims have been written off and the financial statements for 2000, 1999, and 1998 have been restated to reflect this adjustment. The net accumulated capitalized costs charged to the income statement as an impairment loss for 1998 was $233,705 and 2000 was $5,000. No impairment loss was charged to the income statement for 1999. For additional information regarding the mining claims see Note 5. THUNDER MOUNTAIN GOLD, INC. (An Exploration Stage Company) Notes To Financial Statements NOTE 4 - INCOME TAXES The Company has losses for income tax purposes and accordingly has no income tax provision. At December 31, 2001, the Company has $719,083 in net operating loss carry forward 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. The Company also has a foreign tax credit in the amount of $343, which may be used to offset future federal income tax liabilities. The net operating loss and other credits carry forward would normally result in a recorded income tax benefit. As a result of the uncertainty to continue as a going concern as described in Note 5, the income tax benefit is fully reserved and is not reflected herein. NOTE 5 - UNCERTAINTY - GOING CONCERN The Company's continued existence is dependent upon its ability to resolve is liquidity problems, principally by obtaining equity or debt funding, sale of the mining claims or production from the mining claims. While pursing additional funding or sale of its mining claims, the Company must continue to operate on limited cash flow generated from the sale of investments. The Company has no revenue from operations and has experienced recurring losses. Management believes that geological, geophysical, and engineering data have identified mineralized material in place on the mining claims in commercial quantities to be of value. The Company is negotiating with the United States Forest Service through the Land and Water Conservation Funds for sale of its' position regarding the mining claims. NOTE 6 - LITIGATION The Company, along with other similarly situated parties, is a protestant against the Federal Government's claims for certain reserved water rights for Wild and Scenic Rivers Act purposes. The matter is in the Idaho State District Court assigned to handle the Snake River Basin water rights adjudication. A settlement has been tentatively reached and legal counsel anticipates the settlement will be favorable to Thunder Mountain Gold, Inc. THUNDER MOUNTAIN GOLD, INC. (An Exploration Stage Company) SUPPLEMENTAL SCHEDULES REPORT OF INDEPENDENT AUDITORS ON SUPPLEMENTAL SCHEDULES -------------------------------------------------------- The Board of Directors Thunder Mountain Gold, Inc. Spokane, Washington Our report on the financial statements of Thunder Mountain Gold, Inc., (An Exploration Stage Company) is included in the Form 10-KSB and covers the balance sheets as of December 31, 2001 and 2000 and the related statements of operations, cash flows and changes in stockholders' equity for each of the three years ended December 31, 2001, 2000, and 1999. In connection with our audit of such financial statements, we have also audited the related supplemental schedules, as follows: Schedule I - Marketable Securities - Other Investments Schedule V - Property, Plant, and Equipment Schedule VI - Amortization of Property, Plant, and Equipment In our opinion, the supplemental 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. /s/ MOE O'SHAUGHNESSY & ASSOCIATES, P.S. April 24, 2002 Spokane, Washington THUNDER MOUNTAIN GOLD, INC. (An Exploration Stage Company) SCHEDULE I - MARKETABLE SECURITIES - OTHER INVESTMENTS For the Years Ended December 31, 2001 and 2000 December 31, 2001 Column A Column B Column C Column D Column E Amount at Market Which Issue Number of Cost of Value is Carried on Issuer Shares Shares Shares Balance Sheet ----------------- ------------- ------------ ------------ ------------ ------------ Munder Future Technology Mutual Fund 799 $ 18,622 $ 17,757 $ 17,757 Fund Class B Pioneer Growth Shares Mutual Fund 2,169 42,151 28,356 28,356 Class B Mass Investors Growth Stock Fund Mutual Fund 2,496 46,917 30,051 30,051 Class B Midas Gold Common Shares 8,396 45,104 7,978 7,978 ----------------- ------------- ------------ ------------ ------------ ------------ Totals 13,860 $ 152,794 $ 84,142 $ 84,142 ============ ============ ============ ============ Other stock ownership in inactive companies Common Shares 164,500 $ 1,080 $ 170 $ 170 ----------------- ------------- ------------ ------------ ------------ ------------ Totals 164,500 $ 1,080 $ 170 $ 170 ============ ============ ============ ============ THUNDER MOUNTAIN GOLD, INC. (An Exploration Stage Company) SCHEDULE I - MARKETABLE SECURITIES - OTHER INVESTMENTS (continued) For the Years Ended December 31, 2001 and 2000 December 31, 2000 Column A Column B Column C Column D Column E Amount at Market Which Issue Number of Cost of Value is Carried on Issuer Shares Shares Shares Balance Sheet ----------------- ------------- ------------ ------------ ------------ ------------ ML Global Growth Class B Mutual Fund 2,794 $ 44,266 $ 35,405 $ 35,405 Munder Future Technology Mutual Fund 3,361 40,005 29,311 29,311 Fund Class B Pioneer Growth Shares Mutual Fund 2,169 42,151 35,387 35,387 Class B AIM Value Fund Mutual Fund 2,968 43,502 35,439 35,439 Class B Mass Investors Growth Stock Fund Mutual Fund 2,496 46,917 40,187 40,187 Class B Barrick Gold Corporaiton Common Shares 3,000 16,332 49,140 49,140 Midas Gold Common Shares 8,396 45,104 7,054 7,054 ----------------- ------------- ------------ ------------ ------------ ------------ Total 25,184 $ 278,277 $ 231,923 $ 231,923 ============ ============ ============ ============ Other stock ownership in inactive companies Common Shares 164,500 $ 1,080 $ 170 $ 170 ----------------- ------------- ------------ ------------ ------------ ------------ Totals 164,500 $ 1,080 $ 170 $ 170 ============ ============ ============ ============ THUNDER MOUNTAIN GOLD, INC. (An Exploration Stage Company) SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT For the Years Ended December 31, 2001, 2000, and 1999 Column A Column B Column C Column D Column E Column F ------------------ ------------ ------------ ------------ ------------ ------------ Balance at Other Balance at Beginning Additions Changes End Of Description Of Period At Cost Retirements Add (Deduct) Period ------------------ ------------ ------------ ------------ ------------ ------------ Year ended December 31, 2001: Office equipment 7,141 - - - 7,141 ------------------ ------------ ------------ ------------ ------------ ------------ Totals $ 7,141 $ - $ - $ - $ 7,141 ============ ============ ============ ============ ============ Year ended December 31, 2000: Office equipment 7,141 - - - 7,141 Automotive 21,893 (21,893)(3) - - ------------------ ------------ ------------ ------------ ------------ ------------ Totals $ 29,034 $ - $ (21,893) $ - $ 7,141 ============ ============ ============ ============ ============ Year ended December 31, 1999: Office equipment 6,547 594(1) - - 7,141 Automotive 47,436 - (25,543)(2) 21,893 ------------------ ------------ ------------ ------------ ------------ ------------ Totals $ 53,983 $ 594 $ (25,543) $ - $ 29,034 ============ ============ ============ ============ ============ (1) Purchase of copier. (2) Exchange of 1996 Subaru to Jim Collord Sr. in lieu of director fees. (3) Exchange of 1992 Suburban to E. James Collord in lieu of director fees. THUNDER MOUNTAIN GOLD, INC. (An Exploration Stage Company) SCHEDULE V1 - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY AND EQUIPMENT For the Years Ended December 31, 2001, 2000, and 1999 Column A Column B Column C Column D Column E Column F ------------------ ------------ ------------ ------------ ------------ ------------ Balance at Other Balance at Beginning Additions Changes End Of Description Of Period At Cost Retirements Add (Deduct) Period ------------------ ------------ ------------ ------------ ------------ ------------ Year ended December 31, 2001: Office equipment 6,856 $ 114 - - $ 6,970 ------------------ ------------ ------------ ------------ ------------ ------------ Totals $ 6,856 $ 114 $ - $ - $ 6,970 ============ ============ ============ ============ ============ Year ended December 31, 2000: Office equipment 6,601 $ 255 - - 6,856 Automotive 17,842 1,575 (19,417) - - ------------------ ------------ ------------ ------------ ------------ ------------ Totals $ 24,443 $ 1,830 $ (19,417) $ - $ 6,856 ============ ============ ============ ============ ============ Year ended December 31, 1999: Office equipment 5,806 $ 795 - - 6,601 Automotive 26,671 3,350 (12,179) - 17,842 ------------------ ------------ ------------ ------------ ------------ ------------ Totals $ 32,477 $ 4,145 $ (12,179) $ - $ 24,443 ============ ============ ============ ============ ============ (1) Depreciation is calculated using the accelerated depreciation methods with useful lives of three to seven years. THUNDER MOUNTAIN GOLD, INC. (An Exploration Stage Company) SELECTED FINANCIAL DATA The following is a summary of selected financial data which indicates trends in registrants financial condition and results of operations. Selected Balance Sheet Data 2001 Year Ended December 31, ----------------------- 2001 2000 1999 1998 1997 ---------- ---------- ---------- ---------- ---------- Restated Current Assets $ 89,717 $ 239,822 $ 546,491 $ 530,307 $ 659,329 Property and Equipment 171 285 4,591 21,506 260,018 Non-Current Investments 170 170 170 170 170 Total Assets 90,058 240,277 551,252 551,983 919,517 Current Liabilities 9,860 16,000 27,500 41,250 22,500 Stockholders' Equity 80,198 224,277 523,752 510,733 897,017 Selected Operational Data Royalty Revenue - - - - 62,500 Other Revenue and Gains (Losses) (21,150) 67,823 126,817 (216,845) 24,589 Net Income (Loss) (121,781) (102,602) 37,050 (359,389) 17,250 Net Income (Loss) per share $ (0.01) $ (0.01) $ NIL $ (0.04) $ NIL No dividends have been paid by the Company. ITEM 8: DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE During the year ended December 31, 2001 there were no disagreements between the Company and its independent certified public accountants concerning accounting and financial disclosure. PART III ITEM 9: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (a) Identification of Directors: E. James Collord, Age 55 - President, General Manager and Director - Mr. Collord has been an officer and Director of the Registrant since 1978. Robin S. McRae, Age 61 - Secretary/Treasurer and Director - Dr. McRae has been an officer and Director of the Registrant since 1978. Pete Parsley, Age 39 - Director and Thunder Mountain Project Manager. Mr. Parsley has been a director since 1999. Ronald Yanke, Age 63, - Director (b) IDENTIFICATION OF EXECUTIVE OFFICERS This information is contained in paragraph (a) above. (c) FAMILY RELATIONSHIPS Dr. Robin S. McRae is the cousin of E. James Collord, the President of the Registrant. (d) BUSINESS EXPERIENCE E. James Collord has a Masters of Science degree in exploration geology from the Mackay School of Mines, University of Nevada. He has been a mining professional since 1973, employed as a mill construction superintendent, exploration geologist, mine construction and reclamation manager, and in environmental and lands management. He is currently employed as Environmental and Land Superintendent at a large gold mine 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, and 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. Pete Parsley has a Masters in Science degree in geology from the University of Idaho. He has been a mining professional since 1985 with experience in gold exploration, mine development, construction, reclamation, and environmental compliance and permitting. He has been associated with the Thunder Mountain project since 1985. Ron Yanke is a successful Boise-based businessman, including owner of the 57-year old Yanke Machine Shop. He also is an owner of Yanke Energy (cogeneration plants), has timber interests and is part owner of the Dewey Mining Company. (e) 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 ever 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 10: EXECUTIVE COMPENSATION (a) CASH COMPENSATION None of the executive officers or Directors received $50,000 or more during 2001. All officers and Directors at various times during 2001, received the sum of $21,000 distributed as follows: E. James Collord Vice President/Director $7,000 Robin S. McRae Secretary/Treasury $7,000 Ron Yanke Director No compensation Pete Parsley Director/Project Manager $7,000 (b) BONUSES AND DEFERRED COMPENSATION: Budgeted Arrangements (in 2002): E. James Collord: None budgeted. If any are paid, they will be set by Board resolution, and would depend upon financial status of the Company at such time. Dr. Robin S. McRae: Same Pete Parsley: Same Ron Yanke: Same (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 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 11: 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: Common Stock Ronald C. Yankee 1,883,525 shares of 19.36% P.O. Box 5405, record and beneficially Boise, ID 83715 Common Stock E. James Collord 519,250 shares of 5.34% record and beneficially (b) THE SECURITY HOLDINGS OF MANAGEMENT ARE AS FOLLOWS Common Stock E. James Collord 519,250 shares of 5.34% record and beneficially Common Stock Dr. Robin S. McRae 91,955 shares of .95% record and beneficially Total of all Officers and Directors: 2,494,730 shares of 25.65% record and beneficially ITEM 12: 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: Any Director or executive officer Any Nominee for election as a director Any immediate family member of any of the forgoing, other than E. James Collord received 280,000 shares of common stock in 2001 as a gift from his mother. 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, or any member of the immediate family of such has been indebted to the Company during the past year. (d) TRANSACTIONS WITH PROMOTERS Not Applicable PART IV ITEM 13: EXHIBIT, 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 2001. SIGNATURES Pursuant to the requirements of Section 143 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf the undersigned, thereunto duly authorized. THUNDER MOUNTAIN GOLD, INC. /s/ E. James Collord By __________________________________ Date: 04-29-2002 E. James 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. /s/ Robin S. McRae ____________________________________ Date: 04-29-2002 Robin S. McRae Secretary/Treasurer Director and Chief Financial Accounting Officer