8-K 1 f8k_pogo.txt FORM 8-K, NWG/POGO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 and 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 18, 2003 (June 17, 2003) NORTHWEST GOLD, INC. -------------------------------------------------------------------------------- Exact Name of Registrant as Specified in its Charter) Wyoming 0-10229 81-0384984 --------------------------------- ----------------- --------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File No.) Identification No.) Glen L. Larsen Building 877 North 8th West Riverton, WY 82501 ----------------------------------------------------- -------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (307) 856-9271 Not Applicable -------------------------------------------------------------------------------- (Former Name, Former Address or Former Fiscal Year, if Changed From Last Report) ITEMS 1 AND 2. CHANGE IN CONTROL AND ACQUISITION OF ASSETS. Share Exchange Agreement - Acquisition of California Corporation - Change in Directors. Pursuant to the terms of an agreement (the "Agreement") between the Company and PoGo! Products, Inc., a California corporation ("PoGo"), the Company has acquired all of PoGo's issued and outstanding shares of common stock from the PoGo shareholders in exchange for 12,000,000 "restricted" shares of the Company's Common Stock issued to the PoGo shareholders, pursuant to a voluntary share exchange agreement between the Company and PoGo. PoGo now is a wholly-owned subsidiary of the Company. This transaction (the "Transaction") has been effected by authority of the board of directors of the Company; no approval of the Transaction by the Company's shareholders has been or will be sought by the board of directors. As a result of the Transaction, voting control of the Company has changed, and as of June 28, 2003, the directors and officers of the Company will change (see below). PoGo is engaged in the business of development and marketing of products for the personal digital audio and digital video markets. It develops these products internally and with exclusive relationships with research and development companies located in the United States and abroad. Its products are manufactured in Far East Asia, primarily in Korea and China and are marketed through multiple distribution channels, both foreign and domestic and through its own and partner web sites. PoGo intends to continue to expand its operations and has recently released two new products to the marketplace, Ripflash and Flipster , each of which has received favorable editorial and customer reviews. PoGo is based in Brea, California. As of the date of this filing, there are 19,809,794 shares of the Company's Common Stock issued and outstanding. As part of the Transaction, on or before July 17, 2003, U. S. Energy Corp. ("USE," the principal shareholder of the Company) will cancel 3,809,794 of the shares in the Company owned by USE, in order to establish the number of issued and outstanding common shares of the Company at 16,000,000 shares (75% owned by the former PoGo shareholders, 25% by the remaining shareholders of the Company). In addition, USE and certain other shareholders of the Company have executed lock up agreements covering 3,214,388 shares of the Company still owned by them (equal to 16.2% of the currently outstanding 19,809,794 shares, or 20% of the 16,000,000 shares to be outstanding after the cancellation referred to above), prohibiting sale of any of the locked shares without the Company's consent until September 12, 2003. As a further part of the Transaction agreement, the Company has agreed to give these shareholders anti-dilution rights until the first to occur of 180 days after the closing (i.e., December 14, 2003) or that time when their share ownership falls to 688,060 or fewer shares: If within that period of time, the Company issues shares to anyone without the prior approval of USE, then the Company shall issue additional shares to USE and the other holders of the locked shares, for no consideration, additional shares sufficient to keep USE's and the other shareholders' ownership in the Company at the percentage level they owned prior to a new stock issuance. On June 28, 2003, the Company's current officers and directors will resign and will be replaced by Directors and Officers selected by PoGo's management (see "Directors and Executive Officers"). The Company has filed today, and is mailing as of June 17, 2003, a notice to shareholders of the change in the board of directors of the Company as required by SEC rule 14f-1 under the Securities Exchange Act of 1934. 2 Information Relating to Current Ownership of the Company's Securities There are 19,809,794 shares of the Company's Common Stock issued and outstanding. Each share entitles the record holder to one vote on all matters which are presented to stockholders for their consideration. The Common Stock is the only issued and outstanding stock of the Company. The following shows information with respect to those persons known by us to be record or beneficial owners of more than 5% of the Company's Common Stock, by the current directors of the Company, and by those persons to become directors on June 28, 2003 (Mr. Ahn, Mr. Park and Mr. LaVoie). All ownership is direct unless otherwise noted. Percentage ownership is based on the 19,809,794 shares outstanding, and does not reflect the cancellation (on or before July 16, 2003) of 3,809,794 of the shares held by USE.

3 David Ahn(3) 7,102,280 35.8%(4) 590 West Central Ave., Suite E Brea, California 92821 James J. LaVoie(3) 590 West Central Ave., 330,050 1.7%(4) Suite E Brea, California 92821 Andrew Park(3) 241,500 1.2%(4) 590 West Central Ave., Suite E Brea, California 92821 Nextway Co., Ltd 1,225,800 6.2%(4) 590 West Central Ave., Suite E Brea, California 92821 All Current Officers 7,152,869 (1) 36.1% and Directors as a Group (4 persons)

* Less than 1%. (1) Does not reflect the cancellation of 3,809,794 shares (from shares now owned by USE of record, and beneficially by Messrs. Herron and Larsen, see note (2) below), which is to be effected on or before July 16, 2003. (2) Includes 6,982,219 shares held by USE, over which Messrs. Herron and Larsen exercise shared voting and dispositive powers as directors of USE. Mr. Herron and Mr. Larsen own 45,575 shares and 45,075 shares of the Company's Common Stock individually. (3) To become directors on June 28, 2003. See "Directors and Executive Officers - New Officers and Directors." (4) After cancellation of 3,809,794 shares (see note (1)), percentage ownership of the named persons will increase to 44.4% for Mr. Ahn, 1.5% for Mr. Park, 2.1% for Mr. LaVoie, and 7.7% for Nextway Co., Ltd. Directors and Executive Officers Current Directors and Executive Officers The Directors and Officers of the Company as of the date of this report are as follows: Name Age Position ---- --- -------- John L. Larsen 71 Chairman of the Board Harold F. Herron 49 CEO, Secretary, Treasurer, Director Robert A. Nicholas 45 Director R. Scott Lorimer 52 Chief Financial Officer John L. Larsen has been principally employed as an officer and director of U.S. Energy Corp. ("USE") for more than 35 years. USE is a Nasdaq/NMS listed company which owns mineral properties in 4 Colorado, Wyoming, Utah and California. For more than 20 years, Mr. Larsen has also served as an officer and director of Crested Corp. ("Crested"), a majority-owned subsidiary of USE. Crested's common stock is registered with the SEC under section 12(g) of the Securities Exchange Act of 1934, and is listed on the "Over-the-Counter Electronic Bulletin Board" which is an electronic trading facility maintained by NASD Regulation, Inc. Mr. Larsen is also a director and/or officer of Plateau Resources Limited and Sutter Gold Mining Company, which are private subsidiaries of USE. Mr. Larsen is a director of U.S. Energy Corp. Harold F. Herron graduated from the University of Nebraska at Omaha and has a Masters degree in business administration from the University of Wyoming. Mr. Herron is also a director of USE and its vice president since January 1989. Mr. Herron is a son-in-law to Mr. Larsen. Robert A. Nicholas has been a director since November 1999. Mr. Nicholas graduated from the University of Wyoming with a degree in political science in 1982 and his law degree from the University of Wyoming College of Law in 1985. Mr. Nicholas conducts a general practice of law which includes performing legal services for USE and its subsidiaries. Robert Scott Lorimer has been the Chief Accounting Officer for USE and its affiliated companies (including Northwest Gold) for more than 20 years. Mr. Lorimer has also been Chief Financial Officer for USE and Crested since May 25, 1991, their Treasurer since December 14, 1990, and their Vice President Finance since April 1998. There are no understandings between Mr. Lorimer and any other person by which he was named an officer, and he has no family relationship with any of the other executive officers or directors of Northwest Gold, or USE or affiliates of USE. Directors and Executive Officers to be Appointed On June 28, 2003, the Company's current officers and directors will resign and will be replaced, without stockholder action, by the following officers and directors, and continue to retain their positions with PoGo. Name Age Future Position ---- --- --------------- David Ahn 52 Chief Executive Officer, Director James J. LaVoie 56 President, Chief Financial Officer, Director Andrew Park 48 Secretary, Director David Ahn is the Chief Executive Officer and Chairman of the Board of Directors of PoGo! Products, Inc. Mr. Ahn founded PoGo Products Inc. in 2001. He has over 25 years of experience in selling and importing products manufactured by Asian companies to customers in the United States. Mr. Ahn is also the President of Remote Solution Inc., a company he founded in 1997. Remote Solution, Inc. provides custom consumer electronic products to customers which include TiVo and Harmon Kardon. During Mr. Ahn's tenure, Remote Solution, Inc. licensed key technology from Compaq Computer and was able to launch the world's first hard drive based portable MP3 player, "The Personal Jukebox." Mr. Ahn in 2001 also founded and is President of Remote Control Systems, a company that designs and manufactures OEM remote controls. From 1995-1997 Mr. Ahn was President of the US branch of Global Industry, Inc. a Japanese manufacturing and sales company. His extensive executive background includes President of Pactech, 5 Inc., President of MAxpeed Footwear, and Sales Manager for Mitsui OSK Lines. In 1974, Mr. Ahn graduated from Yonsei University, Seoul, Korea with a B.S. and major in biochemistry. James LaVoie is the President and a member of the Board of Directors of PoGo! Products, Inc. since the beginning of 2003. From the beginning of 2001 and until the end of 2002, Mr. LaVoie was the Chief Executive Officer of Inter-Continental Services Corporation, a company dedicated to developing various application services. From the middle of 1998 to the beginning of 2001, Mr. LaVoie was President of Global Access Telephone & Technology, Inc., a company which designed and manufactured pager products. From the middle of 1996 to the middle of 1998, Mr. LaVoie was Director and Partner of Starko Wireless Pty Ltd., a wireless design and manufacturing company located in Jakarta, Indonesia and based in Singapore. His background includes extensive management overview, mainly in launching of new products, services, and organizational structuring. Mr. LaVoie previously was CEO and co-founder of Quality Qubed, VP Operations Curtis Electronics, Director of Operations of Emerson Technologies, and Senior Industrial Engineer of Hughs Electronics. Mr. LaVoie attended Long Beach State University from 1979-1981. Mr. Park is the Vice President of Operations, Secretary and member of Board of PoGo! Products, Inc. since 2002. Mr. Park has been with PoGo! Products, Inc. since 2000. From 1998 to 2000 Mr. Park was a partner in Holt Garden Center, a wholesale and retail nursery. From 1981 through 1998, Mr. Park held numerous management positions with Sherwood America, a leader in consumer electronics. Positions held while at Sherwood America included Director of Corporate Administration and National Sales Manager. Mr. Park has also held management positions at Remote Solutions, Inc. In 1979, Mr. Park graduated from California State University Los Angeles with a B.S. in Business Marketing and Transportation minor. Item 7. Financial Statements and Exhibits. (a) and (b) Audited financial statements for PoGo! Products, Inc., and pro forma financial information will be filed within 75 days of June 17, 2003 under cover of Form 8-K/A. (c) The Share Exchange Agreement is filed as an exhibit to this report. 6 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NORTHWEST GOLD, INC. Dated: June 18, 2003 By: /s/ Harold F. Herron ----------------------------- HAROLD F. HERRON, CEO, Secretary, Treasurer 7

NORTHWEST GOLD INC 8-K