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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
November 11, 1997
Date of Report
(Date of Earliest Event Reported)
UNITED STATES MINING & EXPLORATION, INC.
(Exact Name of Registrant as Specified in its Charter)
Utah 0-22851 87-0401942B
(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
13212 N.E. 16th Street, #311
Bellevue, Washington 98005
(Address of Principal Executive Offices)
Registrant's Telephone Number
(425) 643-0777
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
(Former Name or Former Address if changed Since Last Report)
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Item 1. Changes in Control of Registrant.
(a) Pursuant to a Reorganization Agreement (the "Plan") dated
October 31, 1997, and deemed to have been closed as of November 11, 1997,
between the Registrant; Global Digital Information, Inc., a Washington
corporation ("GDI"), and certain stockholders (all but four of these
stockholders were "accredited investors" as that term is defined under
applicable securities laws, rules and regulations) and an option holder of GDI
(sometimes collectively called the "GDI Stockholders"), the GDI Stockholders
became the controlling stockholders of the Registrant in a transaction viewed
as a reverse acquisition, and the Registrant became a 96.3%-owned subsidiary
of GDI. The Plan was treated as a recapitalization of the Registrant for
accounting purposes.
The Plan was adopted, ratified and approved by the Board of
Directors of the Registrant at a special meeting held on October 31, 1997, and
adjourned to November 3, 1997.
The former principal stockholders of the Registrant and their
percentage of ownership of the outstanding voting securities of the Registrant
prior to the completion of the Plan were: Sheryl Ross, former President and
Director, owned no shares of the Registrant; Wayne R. Bassham, former
Secretary/Treasurer and Director, owned 240 pre-split shares; Jenson Services,
Inc., a financial consultant and principal stockholder of the Registrant,
owned 249,188 pre-split shares or 50.7%; and Hubert and Sharon Lambert,
principal stockholders of the Registrant, owned 198,569 pre-split shares or
40.4%
The source of the consideration used by GDI and the GDI Stockholders
to acquire their respective interests in the Registrant was the exchange of
93.7% of the outstanding common stock (or an option to acquire common stock as
regards the option holder) of GDI pursuant to the Plan.
The basis of the "control" by the GDI Stockholders is stock
ownership. See the table below under Paragraph (b) of this Item.
Pursuant to the Plan, the Registrant was required:
1. To exchange 8,500,000 "unregistered" and "restricted"
post-split shares of the Registrant, pro rata, in exchange for all of the
outstanding shares of common stock of GDI (only 96.3% of the GDI stockholders
have currently executed and delivered a copy of the Plan); and to exchange an
option to acquire 50,000 shares of common stock of the Registrant for an
option to acquire 50,000 shares of common stock of GDI, on like terms and
conditions;
2. To effect a forward split of the outstanding common stock of
the Registrant on the basis of two shares for each one share owned, increasing
the 491,314 pre-Plan outstanding shares of the Registrant to 982,628 shares;
3. To issue 440,962 "unregistered" and "restricted" shares
pursuant to Regulation S in consideration of $52,500 (Schedule D to the Plan);
4. To adopt a written compensation agreement (the Consultant's
Compensation Agreement No. 1 [the "Plan"]) pursuant to which two individual
consultants, including one of its attorneys (collectively, the Consultants),
were granted options to acquire an aggregate total of 276,410 shares of common
stock of the Registrant at an exercise price of $0.01 per share as outlined in
Schedule D to the Plan. The Registrant filed an S-8 Registration Statement
covering the shares underlying these options on or about November 5, 1997. A
copy of the Plan was filed as an exhibit to the Registration Statement. Such
Registration Statement shall be deemed to have been incorporated herein by
reference; and
5. Following resignations, in seriatim, of the directors and
executive officers of the Registrant, the designation and election, in
seriatim, of Jeffery Beneson, Jose-Luis Riesco, Morris Gorelick and David D.
Meunier, as directors and executive officers of the Registrant, to serve until
the next annual meeting of stockholders and until their respective successors
are elected and qualified or until their prior resignation or termination.
These persons served in these same capacities for GDI prior to the completion
of the Plan. Resumes of these persons are included below under the caption
"Management" of Item 2.
96.3% of the GDI Stockholders and the option holder have adopted,
ratified and approved the Plan; however, the Registrant anticipates receiving
the approval of 100% of the GDI stockholders and will continue to accept
ratification by the remaining stockholders under the same terms and
conditions.
Taking into account the shares issued to the GDI Stockholders, the
shares issued pursuant to Schedule D to the Plan and the two for one forward
split, there were 10,200,000 outstanding shares of common stock of the
Registrant on the completion of the Plan.
A copy of the Plan, including any material exhibits and related
instruments, accompanies this Report, which, by this reference, is
incorporated herein; the foregoing summary is modified in its entirety by such
reference. See Item 7.
(b) The following table contains information regarding
shareholdings of the Company's directors and executive officers and those
persons or entities who beneficially own more than 5% of the Company's common
stock, after taking into account the completion of the Plan:
Amount and Nature Percent
of Beneficial of
Name Title Ownership Class
Jeffrey Beneson President and 675,000 6.6%
Director
Jose-Luis Riesco Director 350,000 3.4%
Morris Gorelick Director 285,000 2.8%
David D. Meunier Director 289,618 2.8%
Technologie Information Shareholder 1,000,000 9.8%
Systems, Ltd.
All directors and executive 1,599,618 15.7%%
officers as a group (4)
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
UNITED STATES MINING & EXPLORATION, INC.
Date: 12/10/97 By:/s/Jeffrey Beneson
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Jeffrey Beneson
President and Director
