<PAGE>
                                     UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
             For Annual and Transition Reports Pursuant to Sections
                13 or 15(d)of the Securities Exchange Act of 1934

(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, 2001

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from                     to
                               --------------------   -------------------------

Commission file number 0-11226

                          GOLDEN CYCLE GOLD CORPORATION
             ------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

      Colorado                                                  84-0630963
-----------------------                                     ------------------
(STATE OF INCORPORATION)                                     (I.R.S. EMPLOYER
                                                            IDENTIFICATION NO.)

Suite 201, 1515 South Tejon,
Colorado Springs, CO                                               80906
------------------------------------                             ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                         (ZIP CODE)

Registrant's telephone number, including area code:   (719) 471-9013
                                                      --------------

SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:

  (Title of Each Class)           (Name of Each Exchange on which registered)
 --------------------------          -------------------------------------------
 Common Stock, No Par Value                      Pacific Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:  None

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

[X]   Yes                [ ]  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. Disclosure contained herein
[X] Disclosure not contained herein [ ]

The aggregate market value of the voting stock held by non-affiliates of the
Registrant was approximately $14,890,000. This calculation is based on the
average of the bid and asked prices of the common stock on the Pacific Exchange
on March 22, 2001.

      The number of shares of the Registrant's Common Stock, outstanding as of
March 22, 2001 was 1,888,450.


                                     PAGE 1
<PAGE>

                      DOCUMENTS INCORPORATED BY REFERENCE:


         Document                   Part of the Form 10K into
         --------                   which the Document is incorporated
Definitive Proxy Statement          ----------------------------------
to Shareholders                     Part III, Items 10, 11, 12 & 13

         This Annual Report on Form 10-K contains certain forward looking
statements. Actual results could differ materially from those projected in the
forward looking statements as a result of certain factors, described elsewhere
herein, including but not limited to fluctuations in the market price of gold
and uncertainties regarding the ability of the Joint Venture (as defined below)
to operate profitably.

                                     PART I

ITEM 1. BUSINESS

         Golden Cycle Gold Corporation was incorporated under the laws of the
State of Colorado on May 19, 1972 for the purpose of acquiring and developing
the mining properties (the "Mining Properties") of the Golden Cycle Corporation,
located in the Cripple Creek Mining District of Colorado. Unless the context
otherwise requires, the terms "Registrant" and "Company" mean Golden Cycle Gold
Corporation.

         The primary business of the Company has been its participation in the
Cripple Creek & Victor Gold Mining Company (CC&V"), a joint venture (the "Joint
Venture") with AngloGold Colorado ("AngloGold", formerly Pikes Peak Mining
Company), a wholly-owned subsidiary of AngloGold North America Inc. which is a
wholly owned subsidiary of AngloGold Ltd. The Joint Venture engages in gold
mining activity in the Cripple Creek area of Colorado.

         In addition to its Joint Venture activities, the Company incorporated
Golden Cycle Philippines, Inc. ("GCPI"), a wholly-owned subsidiary, under the
laws of the Philippines on November 12, 1996, and GCPI entered into an agreement
with Benguet Corporation, a Philippine mining company, providing for their joint
participation in the exploration, development and production of mining
properties in certain areas of the Philippines. All GCPI exploration work has
been placed on a standby basis until a Mineral Profits Sharing Agreement
("MPSA") is awarded to the claim owner of the Sagittarius Alpha Realty ("SAR")
claims. See "Golden Cycle Philippines, Inc." for further information regarding
the proposed activities of GCPI in the Philippines.

         During January 2002, the Company incorporated Golden Cycle Gold
Exploration, Inc., a wholly-owned subsidiary, to conduct exploration activities
for the Company.

         As of December 31, 2001, the Company had 2 employees.


                                     PAGE 2
<PAGE>

Description of Mining Joint Venture

         The Company's interest in the Joint Venture was received in exchange
for the Company's rights to gold mining properties in the Cripple Creek Mining
District of Colorado. The rights and obligations of the parties are covered by
an Amended and Restated Joint Venture Agreement (the "Joint Venture Agreement")
dated and effective January 1, 1991, between AngloGold and the Company. The
Joint Venture engages in gold mining activity in the Cripple Creek area of
Colorado and the Company's participation in the Joint Venture constitutes its
primary business activity. AngloGold serves as the manager (the "Manager") of
the Joint Venture. The Joint Venture's principal mining operations are conducted
at the Cresson mine, where commercial production was commenced in the first half
of 1995.

            The Joint Venture Agreement defines an Initial Phase that will end
when (i) the Initial Loans (defined below) have been repaid and (ii) Net
Proceeds (defined in the Joint Venture Agreement generally as gross revenues
less costs) in the amount of $58 million have been distributed to the joint
venturers in the proportion of 80% to AngloGold and 20% to the Company. After
the Initial Phase, the Joint Venture will distribute metal in kind in the
proportion of 67% to AngloGold and 33% to the Company. Notwithstanding the
foregoing, the Company will generally be entitled to receive, in each year
during the Initial Phase or until the mining of ore by the Joint Venture ceases
due to the exhaustion of economically recoverable reserves (if that occurs prior
to the end of the Initial Phase), a minimum annual distribution of $250,000
(each, a "Minimum Annual Distribution"). The first three Minimum Annual
Distributions were not deemed to be a distribution of Net Proceeds to the
Company and will not be applied against the Company's share of any Net Proceeds.
The Minimum Annual Distributions received on January 15, 1994 and thereafter
constitute an advance on Net Proceeds and will be recouped against future
distributions allocable to the Company.

            The Joint Venture Agreement provides that, during the period from
January 1, 1991 until the end of the Initial Phase, all funds required for
operations and mine development by the Joint Venture will be loaned (the
"Initial Loans") to the Joint Venture by either AngloGold or, if such loans are
available at a lower cost than from AngloGold, financial institutions. Except
for the Minimum Annual Distributions, the Initial Loans and interest thereon
must be repaid prior to distributions of Net Proceeds to the Joint Venturers.
The audited Joint Venture financial statements reported that as of December 31,
2001, the Joint Venture had $262 million in Initial Loans payable to AngloGold.
After the Initial Phase, the Joint Venturers will contribute funds in proportion
to their respective distributive shares.

         The Joint Venture recorded a net loss of $17.0 million for the year
ended December 31, 2001 compared to net losses of $13.1 million and $7.4 million
for the years ended December 31, 2000 and December 31, 1999 respectively. There
is no assurance that the Joint Venture will be able to achieve profitability in
any subsequent period or to sustain profitability for an extended period. The
ability of the Joint Venture to sustain profitability is dependent upon a number
of factors, including without limitation, the market price of gold, which is
volatile and subject to speculative movement, a variety of factors beyond the
Joint Venture's control, and extent of mineralization in the area controlled by
the Joint Venture and the efficiency of its mining operations.

         Whether future gold prices and the results of the Joint Venture's
operations will reach and maintain a level necessary to repay the Initial Loans,
complete the Initial Phase, and thereafter generate net income cannot be
assured. Based on the amount of Initial Loans payable to the Manager and the
uncertainty of future operating revenues, management of the Company believes
that, without a


                                     PAGE 3
<PAGE>

significant and sustained increase in the prevailing market price for gold, it
is unlikely that the Company will receive more than the Minimum Annual
Distribution from the Joint Venture in the foreseeable future.

         The Joint Venture completed construction of the required infrastructure
for the Cresson mine and began mining operations in 1995, with the first Cresson
gold pour occurring on February 14, 1995. In 1996, the Joint Venture completed
its first full year of Cresson operations. The development of the East and North
Cresson mines began during the second quarter of 1999 and is continuing. Most of
the ore mined during 2001 was from the East Cresson mine, Altman area. Mining
will not begin in the East Cresson mine, Wildhorse area, until late 2002 or
2003.

         2001 Operational Highlights
(The Manager provides the Company with detailed information on the activities
and operations of the Joint Venture. The following description of the Joint
Venture's operations is derived from information made available by the Manager,
upon whom reliance is placed, together with information independently developed
by the Company.)

         Production

         2001 Joint Venture gold production, 214,010 troy ounces, was
approximately 82% of budget (260,807 troy ounces). The Cresson Mine experienced
difficulties during 2001 with gold recovery from its leach pad. Total gold
production was below budget for the first time in six years. The Manager has
engaged various consultants to recommend solutions to enhance gold recoveries.
Tests have shown that the gold in the ore is leaching at previously predicted
rates, and that expected total gold recovery rates will be achieved. The
consensus of opinion within CC&V, supported by the consultants, is that the gold
is dissolved in solution within the leach pad and the problem is hydrological in
nature, which, when compounded by the increasing height of the leach pad, has
resulted in slower recovery of the gold. Simply stated, the gold bearing
solutions must be moved through the leach pad to the recovery ponds in a more
timely manner. The Manager is determining the best method of applying solution
to the leach pad to improve timely gold recoveries. CC&V reported that it
continues to apply effective and modern exploration, development, mining and
metallurgical techniques while emphasizing the protection of the environment
throughout the area of operations.

         Approximately 12.6 million tons of ore and 21.8 million tons of over
burden were mined during 2001, with an overall stripping ratio of 1.73 compared
to a budgeted stripping ratio of 1.96. Total crusher production for the year,
approximately 10.8 million tons, was 98.3% of budget, and was augmented by 1.6
million tons of run of mine ore. The Manager estimates that appoximately 275,000
troy ounces of recoverable gold (97.3% of the budgeted 282,000 troy ounces) were
placed on the leach pad during 2001. The average grade of ore placed during 2001
was 0.033 troy ounces per ton.


                                     PAGE 4
<PAGE>

         Revenue and Costs

         The Joint Venture sold 214,011 troy ounces of gold at an average price
of approximately $270 per troy ounce producing total gold revenues of $57.9
million. The Joint Venture cash production costs increased to approximately
$186.6 per troy ounce (approximately $177.7 per troy ounce in 2000). The higher
unit cash production cost can largely be attributed to the reduced production
for the year. The Joint Venture had operating costs of $56.2 million, including
depreciation, depletion, and amortization (DD&A) of $15.8 million, and expensed
exploration of approximately $.4 million for the year, compared to $62.9
million, $18.9 million and $1.0 million comparatively. Interest expense on the
pre-production debt was approximately $18.4 million ($19.4 million in the year
2000), resulting in a loss of $17 million. No profit was available for
distribution to the venturers, although the Company did receive the Minimum
Annual Distribution of $250,000, which will be recouped from future
distributions due the Company.

         Mine expansion

         During early 2001 the Joint Venture approved expansion of the mine and
facilities to increase annual gold production beginning 2002. Beginning 2003 the
Manager expects to increase overall gold production from approximately 250,000
troy ounces of gold per year to nearly 400,000 troy ounces per year. The
expansion program includes replacing current 85 ton trucks with 300 ton trucks
and upgrading associated support equipment (including loaders) and facilities to
support the new trucks. The program also includes construction of a new crushing
facility and expansion of the processing facility from three processing lines to
four. The expansion program is expected to lower cash operating costs
significantly, and is estimated to have an incremental capital cost of
approximately $71 million.

         Ore Reserves and Non-reserve Mineralization

         The Joint Venture is conducting continuing exploration and engineering
feasibility work concerning future operations. These activities will serve to
direct future exploration drilling programs as well as future development and
project planning as part of its determination of the Joint Venture reserves.

         Each year CC&V models its gold ore reserves to incorporate the results
of its exploration program, new geologic information, revised metallurgical
recoveries, revised gold price, new geotechnical data, new pit designs, new
operating costs and/or allowances for 2001 depletion. The ore reserves and
mineral resources shown for 2001 were modeled using a $300 gold price and a
0.008 ounce per ton (opt) recoverable cutoff grade. The cutoff grade for
reserves and resources was increased from 0.006 opt (fire assay recoverable
cutoff grade) used for calculation of the 2000 year end reserves and resources.
Resources were further restricted this year by reducing the confining envelope
from a $450 Lerchs-Grossmann shell envelope around the reserve pits to a $350
Lerchs-Grossmann envelope. The geostatistical modeling procedures used by the
Manager in computing the ore reserves have been reviewed by independent
consultants (Independent Mining Consultants, Inc., Mine Reserve Associates,
Inc., Mineral Resource Development Associates, Inc., and Mine Development
Associates, Inc.) over previous years, and are given to conform with acceptable
industry standards. The ore reserves are shown on the table below.

                Unaudited CC&V Ore Reserve Estimate as of December 25, 2001*


                                     PAGE 5
<PAGE>


                        Cripple Creek / Victor District

<Table>
<Caption>
                           Ore          Gold        Contained     Estimated
                           Tons        Ounces         Gold       Recoverable
                         (000'S)       Per Ton       Ounces       Ounces **
                        ---------     ---------     ---------    ----------
<S>                     <C>           <C>          <C>           <C>
Proven                     88,699         0.035     3,085,707     1,942,512
Probable                   68,116         0.028     1,925,226     1,164,536
                        ---------     ---------     ---------     ---------

Total Reserves, 2001      156,815         0.032     5,010,933     3,107,048
                        =========     =========     =========     =========
</Table>

Notes:  The tonnage is shown in short tons.

* These gold reserve figures were estimated based on a $300 per troy ounce gold
price for all district deposits, and are subject to various royalties. There can
be no assurance, however, that the Joint Venture can earn a profit when the
market price of gold equals or exceeds the gold price used in estimating those
reserves.

** Recoverability of contained ounces is based on heap leaching and
metallurgical testing. Recoverability rates vary by ore type. The recoverable
ounces shown are based on weight proportion metallurgical averages for all
deposits.

         The above estimates are based upon drill data and are a combination of
"proven" and "probable" reserves. The classifications of proven and probable are
taken from the Securities and Exchange Commission's Industry Guide 7.

         Proven (Measured) Reserves. Reserves for which (a) quantity is computed
from dimensions revealed in outcrops, trenches, workings or drill holes; grade
and/or quality are computed from the results of detailed sampling and (b) the
sites for inspection, sampling and measurement are spaced so closely and the
geologic character is so well defined that the size, shape, depth and mineral
content of reserves are well established.

         Probable (Indicated) Reserves. Reserves for which quantity and grade
and/or quality are computed from information similar to that used for proven
(measured) reserves, but the sites for inspection, sampling, and measurement are
farther apart or are otherwise less adequately spaced. The degree of assurance,
although lower than that for proven (measured) reserves, is high enough to
assume continuity between points of observation.

         The ore reserve figures set forth above are estimates and no assurance
can be given that any particular level of recovery of gold from ore reserves
will in fact be realized.


                                     PAGE 6
<PAGE>


     A comparison with the December 25, 2000, ore reserve is shown below.


                        Changes in CC&V Gold Ore Reserves
                             (proved plus probable)
                     December 25, 2001 vs December 25, 2000


<Table>
<Caption>
            ORE           TROY            CONTAINED       RECOVERABLE
            TONS         OUNCES            OUNCES           OUNCES
          (000'S)        PER TON           (TROY)           (TROY)
         ----------    -----------       ----------      ----------
<S>      <C>           <C>              <C>              <C>
2001        156,815       0.032           5,010,933       3,107,048
2000        172,781       0.030           5,162,000       3,200,000
         ----------                      ----------      ----------
            (15,966)                       (151,067)        (92,952)
         ==========                      ==========      ==========
</Table>

         In addition to the estimation of ore reserves, CC&V models other
mineralized material which is additional to its ore reserves. During 1999 CC&V
adopted the guidelines used by the Australasian Code for reporting identified
mineral resources and ore reserves as proposed by the Joint Ore Reserve
Committee of the Australasian Institute of Mining and Metallurgy, the Australian
Institute of Geoscientists and the Minerals Council of Australia. The results of
CC&V's estimation of non-reserve mineralization is shown in the table below:

                       CC&V Non-reserve Mineral Resources
                                December 25, 2001

<Table>
<Caption>
                            Ore         Gold      Contained      Estimated
                            Tons       Ounces       Gold        Recoverable
                           (000'S)     per ton      Ounces        Ounces
                          ---------    -------    ---------     -----------
<S>                       <C>          <C>        <C>           <C>
Measured Resources           25,879     0.026       666,714       407,355
Indicated Resources          23,994     0.024       566,659       327,975
                          ---------               ---------     ---------
Total Measured
& Indicated Resources        49,873     0.025     1,233,373       735,330
                          ---------               ---------     ---------

Inferred Resources           57,917     0.030     1,721,488     1,084,670
                          ---------               ---------     ---------

Total Resources             107,790     0.027     2,954,861     1,820,000
                          =========               =========     =========
</Table>

         While this mineralization offers encouraging long-term prospects, it
should not be interpreted to mean that there will be distributions to Golden
Cycle Gold Corporation from CC&V in excess of the Minimum Annual Distribution of
US$250,000 for the foreseeable future.

         Environmental Reclamation

         As a leader in high-altitude, semiarid, cold-weather, year-round
leaching, CC&V has developed an effective environmental protection and
reclamation plan. Ongoing compliance with federal and state regulations includes
seismic, fugitive dust, and noise monitoring for the operation's meeting
applicable standards for ground and surface water; monitoring rain and snow
fall, water and air emissions.


                                     PAGE 7
<PAGE>

         Reclamation has continued since 1992. Reclamation is undertaken to
support post mining land use for wild life, including elk. Work continued in
2001 on the detoxification of the Victor leach pad with a view to its eventual
closure and final reclamation.

         Employment

         AngloGold provides the work force required by the Joint Venture, which
has no employees. Employment related to the Joint Venture increased to 282 at
December 31, 2001, up from 274 at December 31, 2000. The increased staff was
primarily as a result of the implementation of the plan to expand mine
production beginning 2002.

         Governmental Regulation

         Like all mining operations in the US, the Joint Venture is subject to a
multitude of environmental laws and regulations promulgated by federal, state
and local governments including, but not limited to the National Environmental
Policy Act ("NEPA"); the Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA"); the Clean Air Act ("CAA"); the Clean Water Act
("CWA"); the Hazardous Materials Transportation Act ("HMTA"); and the Toxic
Substances Control Act ("TSCA"). The Joint Venture's operations are subject to
comprehensive regulation by the US Environmental Protection Agency ("EPA"), the
US Mine Safety and Health Administration ("MSHA") and similar state and local
agencies. Failure to comply with applicable laws, regulations and permits can
result in injunctive action, damages and civil and criminal penalties. If the
Joint Venture expands or changes its existing operations or proposes any new
operations, it may be required to obtain additional or amended permits or
authorizations. In particular, CERCLA, commonly called the "Superfund Act",
contains stringent reporting requirements for the release or disposal of
hazardous substances, with substantial fines for noncompliance. In addition,
under CERCLA, any party responsible for the release or threatened release of a
hazardous substance into the environment is liable for all clean-up costs. These
regulations apply throughout the US mining industry and generally should not
have a material adverse effect on the Joint Venture's competitive position.

         Certain solid and hazardous wastes from mining and mineral processing
operations are temporarily exempt from regulation under the federal Resource
Conservation and Recovery Act ("RCRA"). The EPA is currently considering the
promulgation of a special set of rules to regulate mining wastes under RCRA, but
those may be delayed pending anticipated Congressional re-authorization and
revision of RCRA. The effect of any future regulation on the Joint Venture's
operations cannot be determined until the legislative process is completed and
new rules are issued; but it is assumed that they may have a significant impact
on operations of all mining companies and increase the costs of those
operations.

         Although the Manager expects that compliance with federal, state and
local environmental and land use laws and regulations will continue to require
significant future outlays, it is not possible to say with any certainty what
impact such compliance may have on the Joint Venture's future capital
expenditures or earnings.


                                     PAGE 8
<PAGE>


         Distribution of Proceeds and Other Financial Aspects

         The Joint Venture made payments of the Minimum Annual Distribution of
$250,000 to the Company on June 13, 1991, January 15, 1992, and January 15 of
each subsequent year, to and including January 15, 2002. Subsequent payments of
the same amount are scheduled to be made on January 15th of each year until the
conclusion of the Initial Phase, as defined in the Joint Venture Agreement, or
until the completion of mining. The payments made on January 15, 1994 and
subsequent annual payments constitute an advance on Net Proceeds and will be
recouped by the Manager against future distributions of net proceeds. After
recovery by the Manager of these advances, if the Company's share (20% in the
Initial Phase) of Net Proceeds exceeds the applicable Minimum Annual
Distribution after recouping any advanced distributions, the larger amount will
be distributed to the Company. The Joint Venture recorded a net loss of $17.0
million for the year ended December 31, 2001.

         The Company accounts for its investment in the Joint Venture on the
equity method. Joint Venture distributions in excess of the investment carrying
value are recorded as income. During 1992, the Company's share of Joint Venture
losses exceeded the remaining carrying value of the investment and, accordingly,
the investment was reduced to zero. The Company does not record its share of
Joint Venture losses incurred subsequent to the reduction of its investment
balance to zero. To the extent the Joint Venture is subsequently profitable, the
Company will not record its share of equity income until the cumulative amount
of previously unrecorded Joint Venture losses has been recouped.

         As a result of the reduction of the Joint Venture investment carrying
value to zero during 1992, the Company has not recorded its share of the Joint
Venture net loss for the 2001 period ($3,394,200), 2000 period ($2,629,000),
1999 period ($1,478,000), 1998 period ($2,363,600), 1997 period ($2,168,800),
nor its share of the Joint Venture's net income for the 1996 period ($386,000),
and did not record its share of the Joint Venture's losses in 1995, 1994 and
1993 ($730,800, $1,870,000 and $1,707,600 respectively). The Company will not
record its share of any future Joint Venture net income until and unless the
balance of the Company's accumulated unrecorded losses from the Joint Venture
($16,061,058 as of December 31, 2001) are recovered.

GOLDEN CYCLE PHILIPPINES, INC. (GCPI)

         GCPI and its exploration activities were placed into a standby status
in January 1999 for the reasons stated below. The Philippines has been one of
the world's top ten producers of gold, copper, and chromite for decades.

         GCPI Background

         In January 1997, GCPI signed a comprehensive exploration agreement, the
"BGA Agreement" with Benguet Corporation ("Benguet"), which provided that all
costs and participation will be shared 50/50 by the parties. In October 1997,
the two companies signed the First Supplemental Agreement to the BGA Agreement,
which added 1,050 acres of mineral claims held by Benguet to the BGA. Under the
terms of this supplemental agreement, GCPI will earn a 50% interest in these
claims in exchange for funding the first $250,000 (about 10 million Philippine
pesos) of exploration work. The claim area lies immediately south of the
historic Masara and Hijo gold mines and just north of Benguet's Kingking
copper/gold deposit. The surrounding area has produced more than 3 million troy
ounces of gold.


                                     PAGE 9
<PAGE>

         First Supplemental Agreement to the BGA

         Phase I of the exploration effort on the five SAR claims was completed
in May 1998. This effort consisted of geological mapping, grid soil sampling and
analysis, and stream sediment and water analysis. This work indicates the
presence of sizable areas interpreted to be anomalous gold concentrations. These
must be further tested through trenching, tunneling and drilling to properly
evaluate the gold potential. The Phase II exploration could not be carried out
as the old leased claims have not as of this date been awarded the Mineral
Production Sharing Agreement (MPSA) as required by the 1995 Philippine Mining
Law. Thus, all work on this project has been placed on a standby basis until the
MPSA is awarded to the claim owner. The Company expects to expend approximately
$6,000 during 2002 to maintain GCPI on a standby status.

OTHER OPPORTUNITIES

         During 2001 the Company acquired two promising claim groups in Nevada,
the Table Top and the Illipah gold prospects, and initiated a selective property
search in Colorado. During first quarter 2002 the Company incorporated a wholly
owned subsidiary, Golden Cycle Gold Exploration, Inc., to independently direct
its exploration efforts.

         Table Top

         The Table Top claim group lies within the Basin and Range province of
north-central Nevada, which over the past forty years has become one of the
world's premier gold producing regions. The Table Top property can be
interpreted to lie within the "Midas" gold bearing zone striking northeast
across Nevada, and also as a part of a north-south trend containing the Sleeper
Mine, Sandman, Florida Canyon, Rochester and Relief Canyon. The property is
located ten miles west of Winnemucca, Nevada.

         The Table Top claims cover a brecciated and silicified sediment that is
poorly exposed and has only been unsystematically explored and partially drill
tested in the past. The key gold mineralized feature on the property is a
hydrothermal breccia, which contains anomalous gold, arsenic, antimony and
mercury. Goldfields Mining Corporation first staked the Table Top property in
1986 while conducting surface exploration for an open pit type operation. A
limited rock chip sampling and reverse circulation drilling program indicated
the presence of a gold mineralized system.

         The Company's intended exploration target will be the discovery of a
high grade mineralized gold vein system at depth, to be developed by a phased
exploration program. The 2002 exploration program for this property is to
compile all available previous exploration results from the exploration programs
of other companies on and around the property.


                                     PAGE 10
<PAGE>

         Illipah

         The Illipah claim group is part of the Alligator Ridge - Bald Mountain
trend and lies along the southern projection of the main Carlin trend. Past
production and reserves for the Alligator Ridge - Bald Mountain trend are about
4 million troy ounces of gold. A small near surface deposit at Illipah (1.9
million tons at 0.048 oz/ton Au) produced about 37,000 ounces of gold in a
surface mine / heap leach operation.

         The Illipah target is formed at the contact of the Chainman shale and
the underlying Joana limestone. The main structural feature is a north-south
tending anticline that is overturned to the east. The anticline forms a
prominent ridge bounded by faults parallel to the axis of the anticline, which
exhibit both strike and dip slip movement. This folding and subsequent faulting
has created a series of enechelon shears which create excellent plumbing and
ground preparation. Strong jasperoid along the structures and in the crest of
the anticline can be traced for a strike length of more that six miles.

         Previous exploration on this property focused on developing near
surface, bulk minable gold ore reserves. Golden Cycle Gold's intended
exploration target will be the discovery of a high grade mineralized gold vein
system at depth, to be developed by a phased exploration program. During 2002
the Company intends to assemble, organize and package all available exploration
information on Illipah, develop a marketing package for the property which
clearly portrays the Company's geologic concept of mineralization on the
property, and initiate efforts to interest a large gold mining company in the
property and its complete exploration and development.

         Colorado

         A highly selective exploration effort is underway in the Company's home
state of Colorado, which the Company believes is currently being overlooked by
both junior and major mining companies. The Company will emphasize exploration
in western Colorado during 2002.

ITEM 2.  PROPERTIES: MINING, OIL AND GAS, AND WATER RIGHTS

         Mining Properties The Joint Venture mining properties consist of owned,
leased and optioned mining claims and other land covering more than 4,800 acres
of patented mining claims in and around the Cripple Creek Mining District of
Teller County, Colorado and include most of the principal formerly-producing
mines of the Cripple Creek district. The majority of the above acreage was
contributed by the Company to the Joint Venture. Subsequently, the Joint Venture
has purchased, leased and optioned additional acreage.

         The Joint Venture mining properties are situated on the west flank of
Pikes Peak, about 20 air miles west of Colorado Springs and 65 air miles south
of Denver. The area is accessible by paved highway and supplied by requisite
utilities. The elevation of the properties averages slightly over 10,000 feet
above sea level. Snow accumulations are generally light and do not materially
interfere with access to the property.

         To a great extent, the Joint Venture mining properties lie within the
boundary of a geological entity known as a caldera or "volcanic subsidence
basin" (the "Basin"). The Basin is of rudimentary elliptical outline, with its
long axis trending in a northwesterly direction. It has a length of about 4-1/2


                                     PAGE 11
<PAGE>

miles and a width of about 2-1/2 miles, covering some 5,000 acres at the ground
surface. The area of the Basin gradually narrows with depth. The bulk of the
historical Cripple Creek gold production was from the underground mines within
the Basin, with the major mines located in the southern portion of the Basin.

         From the inception of production in 1891 until the suspension of
operations in 1960, the Cripple Creek Mining District was the major gold mining
district in the United States. It is estimated that approximately 21 million
ounces of gold were produced in this period, principally from mines later
contributed to the Joint Venture by Golden Cycle Gold Corporation. The Joint
Venture has added about 1.65 million troy ounces of gold production to this
total during the period 1985 through 2001. The Joint Venture mining properties
include most of the principal formerly producing mines in the Cripple Creek
district, including the Ajax, Cresson, Portland, Independence, Vindicator and
Golden Cycle. Because of the age of many of the mines and the fact that mining
operations throughout the Basin declined and were suspended more than thirty
years ago, the existing mine shafts and workings are unsuitable for current
operation without substantial rehabilitation. The Joint Venture is not currently
and does not anticipate, operating underground.

         Oil and Gas Mineral Rights

         The oil and gas properties of the Company are comprised of
approximately 7,300 acres of mineral rights in the Penrose Area of Fremont
County, Colorado. There is no evidence of successful oil and gas development
nearby, with the exception of the Florence, Colorado area. Florence was the site
of the first producing wells in Colorado in the 1860's and the area is still
producing on a limited scale today. Several years ago, interest was shown in
leasing very large acreages of state land about 50 to70 miles east of the
Company's land. No development of that area is visible at this time, nor is it
expected in the forseeable future. The oil and gas properties have no carrying
value for balance sheet purposes.

         Water Rights

         The Company is a party to a water purchase agreement signed in February
1992 with the City of Cripple Creek, Colorado. The agreement calls for the sale
by the Company of up to 1.097 Cubic Feet Per Second (about 794 acre feet) of a
water right owned by the Company. The agreement calls for a minimum price of
$312,500, based upon a price for the first 125 acre feet transferred at $2,500
per acre foot, and includes a commitment by the City to buy all additional acre
feet transferred at $1,500 per acre foot. In accordance with the agreement, the
City initiated the request for transfer in the Water Court on October 29, 1992.

            Objections to the transfer were filed by the cities of Victor and
Colorado Springs, the Mountain Mutual Water Company, Landau/Lichtenberg and the
Joint Venture. The City of Cripple Creek has submitted the required well
permits, published a First Amendment to Application for Change of Point of
Diversion, laid the water lines, drilled the required wells, and completed
engineering hydrology studies establishing the basin's ability to support its
total historically developed water rights.

         In December 1996, the sale of the first 125 acre feet of water for the
minimum price of $312,500 was completed. During November 2001 the Company
received the final payment from the City of Cripple Creek ($218,435) under this
first sale. The sale of all or a portion of the remaining acre feet subject to
the agreement will be completed if and when the Water Court approves such
transfer.


                                     PAGE 12
<PAGE>

The cities of Victor and Colorado Springs and the Mountain Mutual Water Company
have, as of March 2002, agreed to remove their objections based on separate
stipulation agreements with the City of Cripple Creek. The City of Cripple Creek
continues to have discussions with the Colorado Attorney General's office and
the Division Engineer with the goal of achieving a mutually agreeable solution
the final transfer of the Water Right. Absent such an agreement with the
Colorado Attorney General, the Company expects the agreement will be brought
before the Water Court during 2002 for adjutication. Though no final contract
amount can be established for certain and the timing of any payment under the
final contract is yet to be determined, Management believes the final revenue to
the Company under this contract will be in the range of $490,000 to $718,000.

ITEM 3.  LEGAL PROCEEDINGS

         As previously reported, the Sierra Club and Mineral Policy Center filed
a complaint in U.S. District Court for the District of Colorado against Cripple
Creek & Victor Gold Mining Company (CC&V) and its joint venture partners,
including the Company, alleging certain violations of the U.S. Clean Water Act
(CWA). The complaint was served on the Company on or about March 13, 2001. The
parties' attempt to negotiate a settlement were unsuccessful, and CC&V and the
named defendants, including the Company, are vigorously defending against this
lawsuit.

         The Sierra Club and Mineral Policy Center served additional notices to
the Company in letters dated June 29, 2001 and September 28, 2001 of their
intent to sue CC&V and potentially its joint venture partners, including the
Company, for additional alleged violations of the CWA. This Act provides that no
court action can be brought for the 60-day period following the service of such
a notice. On or about November 30, 2001, Sierra Club and Mineral Policy Center
filed a second complaint in U.S. District Court for the District of Colorado
against CC&V and its joint venture partners, including the Company, alleging
certain additional violations of the CWA. The complaint was served on the
Company on or about November 30, 2001. CC&V and the named defendants, including
the Company, believe that the activities of the project are in full compliance
with the CWA and are also vigorously defending against this second lawsuit.

         The Sierra Club and Mineral Policy Center served another notice to the
Company in a letter dated March 6, 2002 of their intent to sue CC&V and
potentially its joint venture partners, including the Company, for additional
alleged violations of the CWA. The 60-day period following the service of this
notice expires on or about May 6, 2002. CC&V is evaluating these latest
allegations.

         The Company expended approximately $12,000 during the year 2001
defending against these suits


                                     PAGE 13
<PAGE>


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The Company did not submit any matters to a vote of security holders
during the fourth quarter of 2002.

                                     PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY MATTERS

Market Information

           The Company's Common Stock has been listed and traded on the Pacific
Exchange since 1987 (except during the period from July 6, 1994 to August 30,
1994), and from July 1, 1983 until June 30, 1992 was quoted on NASDAQ. The
Company's trading symbol is GCC on the Pacific Exchange. The following table
shows the high and low bid price per share on the Pacific Exchange for each
calendar quarter since January 1, 2000, and for first quarter 2002 up to March
22, 2002.

<Table>
<Caption>
Price Range For:                                  HIGH                 LOW
----------------                                  ----                 ---
<S>                                             <C>                  <C>
1st Quarter 2002 as of March 22, 2002           $13.5                 $5.15
Quarter ended December 31, 2001                   5.7                  5.05
Quarter ended September 30, 2001                  6.35                 5.3
Quarter ended June 30, 2001                       5.75                 4.75
Quarter ended March 31, 2001                      5.5                  4.75
Quarter ended December 31, 2000                   6.56                 4.56
Quarter ended September 30, 2000                  6.56                 5
Quarter ended June 30, 2000                       6.56                 5
Quarter ended March 31, 2000                      6.56                 5
</Table>

Bid prices are between dealers and do not include mark-ups, mark-downs, or
commissions, nor do they necessarily represent actual transactions.

Holders of the Company's Common Stock

         The number of holders of record of the Company's Common Stock as of
March 22, 2001 was 907. The number of beneficial owners for whom shares are held
in "street name" as of March 22, 2002 is believed to be more than 500.

Dividends

         The Company has not paid any dividends. The Company does not anticipate
the payment of any dividends in the near future.


                                     PAGE 14
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

<Table>
<Caption>
                               2001             2000             1999            1998             1997
                               ----             ----             ----            ----             ----
<S>                        <C>              <C>             <C>              <C>              <C>
Revenues(1)                $   250,000      $   250,000     $   250,000      $   250,000      $   250,000
Other Income                    86,000          105,000          81,000          113,000          124,000
Expenses                       430,000          321,000         701,000          772,000          667,000
Share of Mining Joint
  Venture Losses(2)                 --               --              --               --               --
Net Income (Loss)              (94,000)          34,000        (370,000)        (409,000)        (293,000)
Net Income (Loss)
     Per Share                   (0.05)            0.02           (0.20)           (0.22)           (0.16)
Total Assets                 1,649,000        1,727,000       1,699,000        2,042,000        2,427,000
Long term obligations               --               --              --               --               --
</Table>

(1) Revenues are comprised of the Minimum Annual Distribution. See Management's
Discussion and Analysis below, and Notes to the consolidated financial
statements for a description of the accounting for the Minimum Annual
Distribution.

(2) The Joint Venture recorded net loss of $17.0 million for the year ended
December 31, 2001. The Company has not recorded its share of the Joint Venture
net loss for the 2001 period ($3,394,200), 2000 period ($2,629,000), 1999 period
($1,478,000), 1998 period ($2,363,600) or 1997 period ($2,168,800) because its
Joint Venture investment balance was reduced to zero in 1992. The Company will
not record its share of any future Joint Venture net income until and unless the
balance of the Company's accumulated unrecorded losses from the Joint Venture
($16,061,058 as of December 31, 2001) are recovered. See Management's Discussion
and Analysis below, and Notes to the consolidated financial statements.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

 Liquidity and Capital Resources

         Currently, the Company's principal mining investment and source of cash
flows is its interest in the Joint Venture. The Joint Venture engages in gold
mining activity in the Cripple Creek area of Colorado. The Company's Joint
Venture co-venturer is AngloGold Colorado, a wholly-owned subsidiary of
AngloGold North America Inc. which is a wholly owned subsidiary of AngloGold
Ltd.

         The Company's rights and obligations relating to its Joint Venture
interest are governed by the Joint Venture Agreement. The Joint Venture is
currently, and for the foreseeable future will be, operating in the Initial
Phase, as defined. In accordance with the Joint Venture Agreement, AngloGold
manages the Joint Venture and is required to finance all operations and capital
expenditures during the Initial Phase. See "Description of Mining Joint Venture"
above.


                                     PAGE 15
<PAGE>

         The Company's working capital was $1,464,000 at December 31, 2001
compared to $1,571,000 at December 31, 2000. Cash used in operations was $43,000
in 2001 compared to $2,000 during 2000. The increase in cash used in operations
during 2001 was primarily due to increased general and administrative expenses.

         Working capital decreased by approximately $107,000 at December 31,
2001 compared to December 31, 2000. The decrease was due to decrease in
investments and cash, decrease in interest and other receivables, and increase
in current liabilities.

         Management believes that the Company's working capital, augmented by
the Minimum Annual Distribution, is adequate to support operations at the
current level for the coming year, barring unforeseen events. Although there can
be no assurance, the Company anticipates the closure of its sale of certain
Water Rights to the City of Cripple Creek during the year 2002 which will
provide additional working capital. The Company anticipates that its Philippine
subsidiary will hold all work on a standby basis until the MPSA is awarded to
the claim owner. If opportunities to economically pursue or expand Philippine,
Nevada, Colorado operations, or any other opportunity discussed above (see Item
1, Other Opportunities) are available, and the Company elects to pursue them,
additional working capital may also be required. There is no assurance that the
Company will be able to obtain such additional capital, if required, or that
such capital would be available to the Company on terms that would be
acceptable. Furthermore, if any such operations are commenced, it is not
presently known when or if a positive cash flow could be derived from the
properties.

         Results of Operations

         The Company reported a net loss of $94,000 for the year ended December
31, 2001 as compared to net income of approximately $34,000 for the year ended
December 31, 2000, and net loss of approximately $370,000 for 1999. The change
from net income in 2000 to net loss in 2001 was primarily due to increased
exploration, general and administrative expenses, largely related to the
Company's search for, and acquisition of exploration properties, and decreased
interest revenue during 2001 due to generally lower interest rates during year.

         The Company accounts for its investment in the Joint Venture on the
equity method. Joint Venture distributions in excess of the investment carrying
value are recorded as revenue, as the Company is not required to finance the
Joint Venture's operating losses or capital expenditures. Correspondingly, the
Company has not recorded its share of Joint Venture income or losses incurred
subsequent to the reduction of its investment balance to zero in 1992. The
Company will not record its share of equity income until the cumulative amount
of previously unrecorded Joint Venture losses has been recouped. As of December
31, 2001, the Company's accumulated unrecorded losses from the Joint Venture are
$16,061,058.

         The Joint Venture recorded net loss of $17.0 million for the year ended
December 31, 2001 compared to net losses of $13.1, $7.4, and $11.8 for the years
ended December 31, 2000, 1999, and 1998, respectively. (See Distribution of
Proceeds and Other Financial Aspects, page 11.)


                                     PAGE 16
<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The financial statements and supplementary data required by this item
are included herein beginning on page 21.

ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

         None

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT*

ITEM 11.  EXECUTIVE COMPENSATION*

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT*

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS*

         *Information regarding items 10 through 13 has been omitted from this
report because the Company intends to file, on or before April 30, 2002, a
definitive Proxy Statement pursuant to Regulation 14A, containing the
information required by those items, which information is incorporated herein by
reference.

                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K

<Table>
<Caption>
Financial Statements                                                      Page

<S>                                                                       <C>
Financial Statements of the Registrant:

         Independent Auditors' Report, KPMG LLP                             F-1

         Consolidated Balance Sheets, December 31, 2001 and 2000            F-2

         Consolidated Statements of Operations for the Years
           Ended December 31, 2001, 2000 and 1999                           F-3

         Consolidated Statements of Shareholders' Equity for the Years
           Ended December 31, 2001, 2000 and 1999                           F-4

         Consolidated Statements of Cash Flows for the Years
           Ended December 31, 2001, 2000 and 1999                           F-5

         Notes to Consolidated Financial Statements                         F-6
</Table>


                                     PAGE 17
<PAGE>

Exhibit Index

         3.1. Articles of Incorporation and By-laws (incorporated by reference
to Exhibit 2 to the Company's Form 10 dated May 19, 1983).

         10.1. Amended and Restated Joint Venture Agreement between AngloGold
Colorado and the Company dated as of January 1, 1991 (incorporated by reference
to Exhibit 1 to the Company's Current Report on Form 8-K dated June 17, 1991).

         10.2. Directors' Stock Option Plan (incorporated by reference to
Appendix B of the Company's Definitive Proxy Statement dated April 13, 1992).*

         10.3 1992 Stock Option Plan (incorporated by reference to Appendix D of
the Company's Definitive Proxy Statement dated April 13, 1992).*

         10.4 1997 Officers' & Directors' Stock Option Plan (incorporated by
reference to Appendix A of the Company's Definitive Proxy Statement dated April
30, 1997).*

         23.1 Consent of KPMG LLP

* Constitutes a "management contract or compensatory plan or arrangement"
required to be filed as an exhibit to this Form 10-K pursuant to Item 14 (c).

Reports on Form 8-K

         No reports on Form 8-K were filed during the fourth quarter of 2001.


                                     PAGE 18
<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of Section 12 or 15D of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereto duly authorized.

                                GOLDEN CYCLE GOLD CORPORATION

                                      By: /s/ R. Herbert Hampton
                                         --------------------------------------
                                         R. Herbert Hampton
                                         President, C.E.O., Director and
                                           Treasurer
                                         (as both a duly authorized officer of
                                         Registrant and as principal financial
                                           officer of Registrant)

Date: March 26, 2002

         Pursuant to the requirements of the Securities Exchange Act of 1934
this report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated:


/s/ Orville E. Anderson                              March 26, 2002
-----------------------------------                  --------------
Orville E. Anderson, Director                        Date


/s/ Melvin L. Cooper                                 March 26, 2002
-----------------------------------                  --------------
Melvin L. Cooper, Director                           Date


/s/ Rex H. Hampton                                   March 26, 2002
-----------------------------------                  --------------
Rex H. Hampton, Director                             Date


/s/ Frank M. Orrell                                  March 26, 2002
-----------------------------------                  --------------
Frank M. Orrell, Director                            Date


                                     PAGE 19
<PAGE>

                          GOLDEN CYCLE GOLD CORPORATION
                                 AND SUBSIDIARY

                        Consolidated Financial Statements

                           December 31, 2001 and 2000

                   (With Independent Auditors' Report Thereon)






<PAGE>



                          GOLDEN CYCLE GOLD CORPORATION
                                 AND SUBSIDIARY



                                TABLE OF CONTENTS



<Table>
<Caption>

                                                                PAGE

<S>                                                             <C>
Independent Auditors' Report                                    F-1

Consolidated Balance Sheets                                     F-2

Consolidated Statements of Operations                           F-3

Consolidated Statements of Shareholders' Equity                 F-4

Consolidated Statements of Cash Flows                           F-5

Notes to Consolidated Financial Statements                      F-6
</Table>




<PAGE>
                          INDEPENDENT AUDITORS' REPORT



Board of Directors
Golden Cycle Gold Corporation:


We have audited the accompanying consolidated balance sheets of Golden Cycle
Gold Corporation and subsidiary as of December 31, 2001 and 2000 and the related
consolidated statements of operations, shareholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 2001. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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 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 that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Golden Cycle Gold
Corporation and subsidiary as of December 31, 2001 and 2000, and the results of
their operations and their cash flows for each of the years in the three-year
period ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States of America.




                                                     KPMG LLP



Denver, Colorado
March 8, 2002





                                      F-1
<PAGE>

                          GOLDEN CYCLE GOLD CORPORATION
                                 AND SUBSIDIARY
                           Consolidated Balance Sheets
                           December 31, 2001 and 2000

<Table>
<Caption>
                                    ASSETS                              2001             2000
                                                                     -----------      -----------
<S>                                                                  <C>              <C>
Current assets:
     Cash                                                            $   570,842           91,591
     Short-term investments (note 2)                                     877,304        1,226,100
     Interest receivable and other current assets                         22,612           72,853
     Prepaid insurance                                                    19,649               --
     Note receivable from sale of water rights (note 3)                       --          190,156
                                                                     -----------      -----------
                 Total current assets                                  1,490,407        1,580,700
Assets held for sale - water rights (note 3)                             132,680          132,680
Property and equipment, at cost:
     Land                                                                  2,025            2,025
     Mineral claims                                                       16,076               --
     Furniture and fixtures                                                7,988            8,014
     Machinery and equipment                                              33,651           33,225
                                                                     -----------      -----------
                                                                          59,740           43,264
     Less accumulation depreciation and depletion                        (33,919)         (30,114)
                                                                     -----------      -----------
                                                                          25,821           13,150
                                                                     -----------      -----------
                                                                     $ 1,648,908        1,726,530
                                                                     ===========      ===========

                     LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Accounts payable and accrued liabilities                        $    25,932            9,790
Shareholders' equity (note 6):
     Common stock, no par value.  Authorized 3,500,000 shares;
        issued and outstanding 1,888,450 shares in 2001 and 2000       7,116,604        7,116,604
     Additional paid-in capital                                        1,927,736        1,927,736
     Accumulated deficit                                              (7,390,649)      (7,297,167)
     Accumulated other comprehensive loss -
        foreign currency translation adjustment                          (30,715)         (30,433)
                                                                     -----------      -----------
                 Total shareholders' equity                            1,622,976        1,716,740
                                                                     -----------      -----------
Commitments and contingencies (note 7)
                                                                     $ 1,648,908        1,726,530
                                                                     ===========      ===========
</Table>


See accompanying notes to consolidated financial statements


                                      F-2
<PAGE>

                          GOLDEN CYCLE GOLD CORPORATION
                                 AND SUBSIDIARY
                      Consolidated Statements of Operations
                  Years ended December 31, 2001, 2000, and 1999

<Table>
<Caption>
                                                                     2001            2000             1999
                                                                 -----------      -----------      -----------
<S>                                                             <C>                <C>             <C>
Revenue:
     Distributions from mining joint venture
        in excess of carrying value (note 4)                     $   250,000          250,000          250,000
Expenses:
     General and administrative expense                              374,685          300,955          697,849
     Depreciation expense                                              3,328            2,424            2,673
     Exploration expense                                              51,754           16,931               --
                                                                 -----------      -----------      -----------
                                                                     429,767          320,310          700,522
                                                                 -----------      -----------      -----------
                 Operating loss                                     (179,767)         (70,310)        (450,522)
Other income (expense):
     Interest and other income                                        86,285          104,662           82,155
     Loss on disposal of assets                                           --              (20)          (1,708)
                                                                 -----------      -----------      -----------
                                                                      86,285          104,642           80,447
                                                                 -----------      -----------      -----------
                 Net income (loss)                               $   (93,482)          34,332         (370,075)
                                                                 ===========      ===========      ===========
Basic and diluted earnings (loss) per share                      $     (0.05)            0.02            (0.20)
Basic and diluted weighted average shares
     outstanding                                                   1,888,450        1,888,450        1,879,916
</Table>


See accompanying notes to consolidated financial statements

                                      F-3
<PAGE>
                          GOLDEN CYCLE GOLD CORPORATION
                                 AND SUBSIDIARY
                 Consolidated Statements of Shareholders' Equity
                  Years ended December 31, 2001, 2000, and 1999

<Table>
<Caption>
                                                                                          ACCUMULATED
                                                                                             OTHER
                                                                                         COMPREHENSIVE
                                                                                        LOSS - FOREIGN
                                      COMMON STOCK          ADDITIONAL                     CURRENCY
                               --------------------------     PAID-IN     ACCUMULATED    TRANSLATION
                                  SHARES        AMOUNT        CAPITAL       DEFICIT       ADJUSTMENT        TOTAL
                               -----------    -----------   -----------   -----------   --------------  -----------
<S>                            <C>            <C>           <C>           <C>           <C>             <C>
Balance at December 31, 1998     1,878,450    $ 7,086,604     1,927,736    (6,961,424)       (27,174)     2,025,742
Net loss                                --             --            --      (370,075)            --       (370,075)
Foreign currency
     translation adjustment             --             --            --            --           (866)          (866)
                                                                                                        -----------
Comprehensive loss                                                                                         (370,941)
Stock options exercised             10,000         30,000            --            --             --         30,000
                               -----------    -----------   -----------   -----------    -----------    -----------
Balance at December 31, 1999     1,888,450      7,116,604     1,927,736    (7,331,499)       (28,040)     1,684,801
Net income                              --             --            --        34,332             --         34,332
Foreign currency
     translation adjustment             --             --            --            --         (2,393)        (2,393)
                                                                                                        -----------
Comprehensive loss                                                                                           31,939
                               -----------    -----------   -----------   -----------    -----------    -----------
Balance at December 31, 2000     1,888,450      7,116,604     1,927,736    (7,297,167)       (30,433)     1,716,740
Net income                              --             --            --       (93,482)            --        (93,482)
Foreign currency
     translation adjustment             --             --            --            --           (282)          (282)
                                                                                                        -----------
Comprehensive loss                                                                                          (93,764)
                               -----------    -----------   -----------   -----------    -----------    -----------
Balance at December 31, 2001     1,888,450    $ 7,116,604     1,927,736    (7,390,649)       (30,715)     1,622,976
                               ===========    ===========   ===========   ===========    ===========    ===========
</Table>

See accompanying notes to consolidated financial statements.



                                      F-4
<PAGE>


                          GOLDEN CYCLE GOLD CORPORATION
                                 AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                  Years ended December 31, 2001, 2000, and 1999

<Table>
<Caption>

                                                                2001            2000             1999
                                                            ------------    ------------    ------------
<S>                                                         <C>                   <C>           <C>
Cash flows from operating activities:
     Net income (loss)                                      $    (93,482)         34,332        (370,075)
     Adjustments to reconcile net income (loss) to
        net cash used in operating activities:
           Depreciation expense                                    3,328           2,424           2,673
           Loss on disposal of assets                                 --              20           1,708
           Write-down of mineral property
              development costs                                       --              --              --
           Decrease (increase) in interest receivable
              and other current assets                            50,241         (34,364)          9,910
           Increase in prepaid insurance                         (19,649)             --              --
           Decrease (increase) in accounts payable
              and accrued liabilities                             16,142          (4,288)         (1,948)
                                                            ------------    ------------    ------------
                 Net cash used in operating activities           (43,420)         (1,876)       (357,732)
                                                            ------------    ------------    ------------
Cash flows from investing activities:
     (Increase) decrease in short-term investments, net          348,796         (61,295)        444,066
     Mineral property development costs                               --              --              --
     Decrease in other assets                                         --              --           1,025
     Proceeds from sale of assets                                     --           1,035          14,701
     Proceeds from note receivable                               190,156          12,101          10,417
     Purchase of property and equipment, net                     (15,999)         (8,562)         (2,764)
                                                            ------------    ------------    ------------
                 Net cash provided by (used in) investing
                    activities                                   522,953         (56,721)        467,445
                                                            ------------    ------------    ------------
Cash flows provided by (used in) financing activities:
     Proceeds from issuance of common stock,
        net of offering costs                                         --              --          30,000
                                                            ------------    ------------    ------------
Effect of exchange rate changes on cash                             (282)         (2,393)           (866)
                                                            ------------    ------------    ------------
                 Net increase (decrease) in cash and
                    cash equivalents                             479,251         (60,990)        138,847
Cash and cash equivalents, beginning of year                      91,591         152,581          13,734
                                                            ------------    ------------    ------------
Cash and cash equivalents, end of year                      $    570,842          91,591         152,581
                                                            ============    ============    ============
Supplemental disclosure of cash flow information:
     Cash paid for interest                                 $         --              --              --
     Cash paid for income taxes                                       --              --              --
</Table>


See accompanying notes to consolidated financial statements.


                                      F-5
<PAGE>





                          GOLDEN CYCLE GOLD CORPORATION
                                  AND SUBSIDARY

                   Notes to Consolidated Financial Statements

                           December 31, 2001 and 2000


(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Golden Cycle Gold Corporation (the Company) acquires and explores mining
       properties. The Company's principal investment consists of its joint
       venture participation in the Cripple Creek and Victor Gold Mining Company
       (the Joint Venture), a precious metals mining company in the Cripple
       Creek Mining District of Teller County, Colorado. In addition, during
       1997, the Company established Golden Cycle Philippines, Inc. (GCPI), a
       wholly-owned subsidiary of the Company, in the Republic of the
       Philippines in order to participate in potential mining opportunities.

       (a)    USE OF ESTIMATES

              The preparation of financial statements in conformity with
              generally accepted accounting principles requires management to
              make various estimates and assumptions in determining the reported
              amounts of assets, liabilities, revenues and expenses for each
              period presented, and in the disclosure of commitments and
              contingencies. Actual results could differ from those estimates.
              Changes in these estimates and assumptions will occur based on the
              passage of time and the occurrence of future events.

       (b)    PRINCIPLES OF CONSOLIDATION

              The consolidated financial statements include the accounts of the
              Company and its wholly-owned subsidiary. All significant
              intercompany transactions and balances have been eliminated in
              consolidation.

       (c)    SHORT-TERM INVESTMENTS

              Short-term investments consist of U.S. Treasury Bills and
              certificates of deposit. U.S. Treasury Bills that the Company has
              both the intent and ability to hold to maturity are carried at
              amortized cost.

       (d)    INVESTMENT IN MINING JOINT VENTURE

              The Company accounts for its investment in the Joint Venture on
              the equity method. In prior years, the Company's share of Joint
              Venture losses exceeded the remaining carrying value of the
              investment and, accordingly, the investment was reduced to zero.
              Joint Venture distributions in excess of the investment carrying
              value are recorded as income. The Company does not record its
              share of Joint Venture losses incurred subsequent to the reduction
              of its investment balance to zero, as the Company has no
              obligation to fund operating losses. To the extent the Joint
              Venture is profitable, the Company does not record its share of
              equity income until the cumulative amount of previously unrecorded
              Joint Venture losses have been recouped.

       (e)    MINERAL EXPLORATION AND DEVELOPMENT COSTS

              Mineral exploration costs are expensed as incurred. Mineral
              property development costs are capitalized and depleted based upon
              estimated proven and probable recoverable reserves.




                                       F-6                           (Continued)

<PAGE>

                          GOLDEN CYCLE GOLD CORPORATION
                                  AND SUBSIDARY

                   Notes to Consolidated Financial Statements

                           December 31, 2001 and 2000



              Periodically, the Company assesses the carrying value of its
              development costs, property and equipment for impairment by
              comparing estimated undiscounted cash flows expected to be
              generated from such assets with their net book value. If net book
              value exceeds estimated cash flows, the asset is written down to
              fair value.

       (f)    PROPERTY AND EQUIPMENT

              Office furniture, fixtures, and equipment are stated at cost and
              are depreciated using the straight-line method over estimated
              useful lives ranging from three to ten years.

       (g)    FOREIGN CURRENCY TRANSLATION

              The GCPI operations' functional currency is the local currency
              and, accordingly, the assets and liabilities of its Philippines
              operations are translated into their United States dollar
              equivalent at rates of exchange prevailing at each balance sheet
              date. Revenue and expenses are translated at average exchange
              rates prevailing during the periods in which such items are
              recognized in operations.

              Gains and losses arising from translation of the consolidated
              financial statements of GCPI operations are included in the
              accumulated other comprehensive income (loss) - foreign currency
              translation adjustment account in shareholders' equity. Amounts in
              this account are recognized in the consolidated statements of
              operations when the related net foreign investment is reduced.
              Gains and losses on foreign currency transactions are included in
              the statement of operations.

       (h)    STOCK OPTIONS

              The Company applies Accounting Principles Board Opinion No. 25 and
              related interpretations in accounting for its stock option plans.
              Accordingly, no compensation cost is recognized for stock options
              granted with exercise prices equal to the fair market value of the
              common stock.

       (i)    INCOME TAXES

              The Company utilizes the asset and liability method of accounting
              for income taxes. Under the asset and liability method, deferred
              tax assets and liabilities are recognized for the future tax
              consequences attributable to differences between the financial
              statement carrying amounts and the tax basis of existing assets
              and liabilities using enacted tax rates expected to apply in the
              years in which such temporary differences are expected to be
              recovered or settled. Changes in tax rates are recognized in the
              period of the enactment date. A valuation allowance is recognized
              unless tax assets are more likely than not to be realized.

(2)    SHORT-TERM INVESTMENTS

       The Company held certificates of deposit of $877,304 and $1,226,100 at
       December 31, 2001 and 2000, respectively. All certificates of deposit
       held at December 31, 2001 mature within one year.




                                     F-7                             (Continued)
<PAGE>
                          GOLDEN CYCLE GOLD CORPORATION
                                  AND SUBSIDARY

                   Notes to Consolidated Financial Statements

                           December 31, 2001 and 2000




(3)    NOTES RECEIVABLE AND ASSETS HELD FOR SALE

       The Company owns certain water rights in Fremont County, Colorado, which
       are under a contract for sale pending regulatory approval. A sale of a
       portion of the water rights to the City of Cripple Creek for $312,500
       closed on December 31, 1996. The Company received cash of $70,000 and a
       promissory note in the amount of $242,500. The promissory note was
       payable in equal payments of $28,331 annually, including interest,
       commencing on December 19, 1997 until December 19, 2001, at which time
       the Company collected the remaining balance of principal and accrued
       interest.

(4)    INVESTMENT IN MINING JOINT VENTURE

       The Company owns an interest in the Joint Venture with AngloGold Colorado
       (AngloGold). AngloGold manages the Joint Venture. The Joint Venture
       conducts exploration, development, and mining of certain properties in
       the Cripple Creek Mining District, Teller County, Colorado. The Joint
       Venture owns or controls surface and/or mineral rights in the Cripple
       Creek Mining District, certain portions of which are being actively
       explored and developed.

       The Joint Venture Agreement, as amended, generally requires AngloGold to
       finance operations and capital expenditures of the Joint Venture. The
       Joint Venture is currently operating in an Initial Phase, as defined,
       that will terminate when Initial Loans, as defined, have been repaid and
       when $58 million of Net Proceeds, as defined, has been distributed 80% to
       AngloGold and 20% to the Company. As of December 31, 2001, Initial Loans
       were approximately $262 million and no Net Proceeds have been
       distributed. Initial Loans must be repaid prior to Net Proceeds being
       distributed to the venturers. After the Initial Phase, the Joint Venture
       will distribute metal in kind, 67% to AngloGold and 33% to the Company.
       The Agreement also provides for the Company to receive a minimum annual
       distribution of $250,000 during the Initial Phase. Beginning in 1994,
       such minimum annual distributions are recoupable against the Company's
       future share of Net Proceeds, if any.

       Whether future gold prices and the results of the Joint Venture's
       operations will reach and maintain a level necessary to repay the Initial
       Loans, complete the Initial Phase, and thereafter generate net income
       cannot be assured due to uncertainties inherent within any mining
       operation. Based on the amount of Initial Loans payable to the Manager
       and the uncertainty of future operating revenues, management of the
       Company believes that, without a significant and sustained increase in
       the prevailing market price for gold, it is unlikely that the Company
       will receive more than the Minimum Annual Distribution from the Joint
       Venture in the foreseeable future.

       The Company's share of 2001 Joint Venture losses which have not been
       recorded in its consolidated financial statements is approximately
       $3,394,200. The Company's share of the 2000 and 1999 Joint Venture
       losses, which have not been recorded in its consolidated financial
       statements is approximately $2,628,600 and $1,478,000, respectively. As
       of December 31, 2001, the Company's accumulated unrecorded losses from
       the Joint Venture are approximately $16,061,000.




                                     F-8                             (Continued)
<PAGE>
                          GOLDEN CYCLE GOLD CORPORATION
                                  AND SUBSIDARY

                   Notes to Consolidated Financial Statements

                           December 31, 2001 and 2000




       The condensed balance sheets of the Joint Venture as of December 31, 2001
       and 2000 are summarized as follows:

<Table>
<Caption>

                     ASSETS                                 2001              2000
                                                        ------------     ------------
                                                                (in thousands)
<S>                                                     <C>                    <C>
Inventory                                               $     49,332           33,236
Other current assets                                           3,223            2,267
                                                        ------------     ------------

              Total current assets                            52,555           35,503

Fixed assets and mine development costs, net                 208,438          144,527
                                                        ------------     ------------

                                                        $    260,993          180,030
                                                        ============     ============

       LIABILITIES AND VENTURERS' DEFICIT

Current liabilities                                     $     30,678           12,878
Payable to AngloGold                                         262,369          187,469
Capital lease obligations                                      4,085              265
Accrued reclamation costs                                     15,042           13,378
                                                        ------------     ------------

              Total liabilities                              312,174          213,990

Venturers' deficit                                           (51,181)         (33,960)
                                                        ------------     ------------

                                                        $    260,993          180,030
                                                        ============     ============
</Table>


       The condensed statements of operations of the Joint Venture for each of
       the years in the three-year period ended December 31, 2001 are summarized
       as follows:

<Table>
<Caption>

                             2001              2000              1999
                          ------------     ------------     ------------
                                          (in thousands)

<S>                       <C>                    <C>              <C>
Revenue                   $     57,871           68,877           63,704
Operating expenses             (56,188)         (63,894)         (57,666)
Interest expense               (18,385)         (19,442)         (15,605)
Other income (expense)            (269)           1,316            2,177
                          ------------     ------------     ------------
              Net loss    $    (16,971)         (13,143)          (7,390)
                          ============     ============     ============
</Table>





                                    F-9                             (Continued)
<PAGE>
                          GOLDEN CYCLE GOLD CORPORATION
                                  AND SUBSIDARY

                   Notes to Consolidated Financial Statements

                           December 31, 2001 and 2000




(5)    INCOME TAXES

       The tax effects of temporary differences that give rise to significant
       portions of the deferred tax assets at December 31, 2001 and 2000 are
       presented below:

<Table>
<Caption>

                                                              2001              2000
                                                           ------------     ------------
<S>                                                        <C>              <C>
Deferred tax assets:
    Net operating loss carryforwards                       $    624,000          589,000
    Provisions for asset impairments, related to assets
      held for sale                                             140,000          140,000
                                                           ------------     ------------

                                                                764,000          729,000
Valuation allowance                                            (764,000)        (729,000)
                                                           ------------     ------------

              Net deferred tax assets                      $         --               --
                                                           ============     ============
</Table>

       At December 31, 2001, the Company has net operating loss carryforwards
       for income tax purposes of approximately $1,668,000 which expire
       beginning in 2011 through 2020.

       The Company has not recorded an income tax benefit in 2001 or 2000 as it
       does not believe it is more likely than not that the benefit of the
       deferred tax assets will be realized in the future.

(6)    COMMON STOCK OPTIONS

       Prior to 1992, certain officers, directors, and employees were granted
       options to acquire 15,000 shares of common stock, at the discretion of
       the Company's board of directors. The exercise price of the options was
       based upon the market value of the common stock on the date of the grant.
       Such options expire ten years from the date of the grant. As of December
       31, 2001, all of these options had been granted.

       During 1992, the Company's board of directors adopted a Directors' Stock
       Option Plan (the Directors' Plan) and a 1992 Stock Option Plan (the 1992
       Plan). All options available under the Directors' Plan were granted prior
       to December 31, 1994. During 1997, shareholders approved the 1997
       Officers' and Directors' Stock Option Plan pursuant to which 200,000
       shares of the Corporation's common stock were reserved for issuance
       pursuant to options to be granted. The 1992 Plan provided for the grant
       of options on a discretionary basis to certain employees and consultants.
       Under each plan, the exercise price cannot be less than the fair market
       value of the common stock on the date of the grant. The expiration of the
       options is ten years from the date of the grant.

       During 2001, the Company granted 25,000 options to employees and 2,000
       options to nonemployees. The Company recorded compensation expense in
       2001 of approximately $8,900 related to options issued to nonemployees.



                                   F-10                             (Continued)
<PAGE>
                          GOLDEN CYCLE GOLD CORPORATION
                                  AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           December 31, 2001 and 2000


       Changes in stock options for each of the years in the three-year period
       ended December 31, 2001 are as follows:

<Table>
<Caption>
                                                                  OPTION PRICE      WEIGHTED AVERAGE
                                                       SHARES       PER SHARE        EXERCISE PRICE
                                                    -----------   ------------      ----------------
<S>                                                 <C>           <C>               <C>
Outstanding and exercisable at December 31, 1998        180,000   $  3.00 - 11.00          8.72
      Granted                                            45,000          7.50              7.50
      Exercised                                         (10,000)         3.00              3.00
      Expired                                           (15,000)     3.00 - 10.75          8.17
                                                    -----------

Outstanding and exercisable at December 31, 1999        200,000      6.625 - 11.00         8.78
      Granted                                            25,000          5.9375            5.9375
      Expired                                           (70,000)     7.50 - 11.00          8.64
                                                    -----------

Outstanding and exercisable at December 31, 2000        155,000     5.9375 - 11.00         8.40
      Granted                                            27,000           --               5.25
                                                    -----------

Outstanding and exercisable at December 31, 2001        182,000          7.04              7.04
                                                    ===========
</Table>


       The weighted average remaining term of options outstanding was 6.3 and
       6.1 years at December 31, 2001 and 2000, respectively.

       The Company applies APB Opinion 25 and related interpretations in
       accounting for its plans. Accordingly, no compensation cost has been
       recognized for its stock option plans. Had compensation cost for the
       Company's stock-based compensation plans been determined on the fair
       value at the grant dated for awards under those plans consistent with the
       FASB Statement 123, the Company's net loss and loss per share would have
       been reduced to pro forma amounts indicated below:

<Table>
<Caption>

                                                   2001               2000            1999
                                                ------------     ------------     ------------
<S>                                             <C>              <C>              <C>
Net income (loss):
    As reported                                 $    (93,482)          34,332         (370,075)
    Pro forma                                       (205,233)        (111,668)        (706,117)

Basic and diluted earnings (loss) per share:
      As reported                                      (0.05)            0.02            (0.20)
      Pro forma                                        (0.11)           (0.06)           (0.38)
</Table>




                                   F-11                             (Continued)
<PAGE>
                          GOLDEN CYCLE GOLD CORPORATION
                                  AND SUBSIDARY

                   Notes to Consolidated Financial Statements

                           December 31, 2001 and 2000


       The fair value of each option grant was estimated on the date of grant
       using the Black-Scholes option-pricing model with the following weighted
       average assumptions used for options granted:

<Table>
<Caption>

                                                                              RISK-FREE        EXPECTED
                                              DIVIDEND        EXPECTED         INTEREST          LIFE          FAIR VALUE
                                               YIELD         VOLATILITY       RATE RANGE      (IN YEARS)       OF OPTION
                                              --------       ----------       ----------      ----------       ----------
<S>                                           <C>            <C>              <C>             <C>              <C>
      Options granted in 1999                     0             175%              5.82%           10           $   7.47
      Options granted in 2000                     0             145%              6.26%           10               5.84
      Options granted in 2001                     0              84%              4.10%           10               4.47
</Table>


       The Black-Scholes option-pricing model provides a mathematical
       calculation of fair value using the variables above which the Company
       does not believe represents the fair value in an exchange transaction
       between unrelated parties.

(7)    COMMITMENTS AND CONTINGENCIES

       The Company has a three-year employment contract with its president that
       pays an annual salary of $75,000, adjusted annually by the consumer price
       index, and expires on June 1, 2002. The Company also has a noncancellable
       lease agreement for office space which requires annual lease payments of
       $10,800 and expires in July 2002.

       As previously reported, the Sierra Club and Mineral Policy Center filed a
       complaint in U.S. District Court for the District of Colorado against
       Cripple Creek & Victor Gold Mining Company (CC&V) and its joint venture
       partners, including the Company, alleging certain violations of the U.S.
       Clean Water Act (CWA). The complaint was served on the Company on or
       about March 13, 2001. The parties' attempt to negotiate a settlement was
       unsuccessful and CC&V and the named defendants, including the Company,
       are vigorously defending against this lawsuit.

       The Sierra Club and Mineral Policy Center served additional notices to
       the Company in letters dated June 29, 2001 and September 28, 2001 of
       their intent to sue CC&V and potentially its joint venture partners,
       including the Company, for additional alleged violations of the CWA. This
       Act provides that no court action can be brought for the 60-day period
       following the service of such a notice. On or about November 30, 2001,
       Sierra Club and Mineral Policy Center filed a second complaint in U.S.
       District Court for the District of Colorado against CC&V and its joint
       venture partners, including the Company, alleging certain additional
       violations of the CWA. The complaint was served on the Company on or
       about November 30, 2001. CC&V and the named defendants, including the
       Company, believe that activities of the project are in full compliance
       with the CWA and are also vigorously defending against this second
       lawsuit.






                                   F-12                             (Continued)
<PAGE>




                          GOLDEN CYCLE GOLD CORPORATION
                                  AND SUBSIDARY

                   Notes to Consolidated Financial Statements

                           December 31, 2001 and 2000



       The Sierra Club and Mineral Policy Center served another notice to the
       Company in a letter dated March 6, 2002 of their intent to sue CC&V and
       potentially its joint venture partners, including the Company, for
       additional alleged violations of the CWA. The 60-day period following the
       service of this notice expires on or about May 6, 2002. CC&V is
       evaluating these latest allegations.

       As of March 8, 2002, the Company is unable to reasonably estimate the
       possible cost associated with these matters.



                                      F-13
<PAGE>
                                 EXHIBIT INDEX

<Table>
<Caption>

EXHIBIT
NUMBER          DESCRIPTION
-------         -----------
<S>             <C>

3.1.           Articles of Incorporation and By-laws (incorporated by reference
               to Exhibit 2 to the Company's Form 10 dated May 19, 1983).

10.1.          Amended and Restated Joint Venture Agreement between AngloGold
               Colorado and the Company dated as of January 1, 1991
               (incorporated by reference to Exhibit 1 to the Company's Current
               Report on Form 8-K dated June 17, 1991).

10.2.          Directors' Stock Option Plan (incorporated by reference to
               Appendix B of the Company's Definitive Proxy Statement dated
               April 13, 1992).*

10.3           1992 Stock Option Plan (incorporated by reference to Appendix D
               of the Company's Definitive Proxy Statement dated April 13,
               1992).*

10.4           1997 Officers' & Directors' Stock Option Plan (incorporated by
               reference to Appendix A of the Company's Definitive Proxy
               Statement dated April 30, 1997).*

23.1           Consent of KPMG LLP
</Table>

*      Constitutes a "management contract or compensatory plan or arrangement"
       required to be filed as an exhibit to this Form 10-K pursuant to Item 14
       (c).

Reports on Form 8-K

            No reports on Form 8-K were filed during the fourth quarter of 2001.