<PAGE>
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 0-22851
UNITED STATES MINING & EXPLORATION, INC.
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(Name of Small Business Issuer in its Charter)
UTAH 87-0401942B
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(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 262-8844
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 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.
(1) Yes X No (2) Yes No X
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:
November 3, 1997
491,314
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Financial Statements of Unites States Mining & Exploration,
Inc., a Utah corporation (the Company ), required to be filed with this
10-QSB Quarterly Report were prepared by management, and commence on the
following page, together with Related Note. In the opinion of management, the
Financial Statements fairly present the financial condition of the Company.
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<TABLE>
UNITED STATES MINING & EXPLORATION, INC.
BALANCE SHEETS
September 30, 1997 and March 31, 1997
<CAPTION>
9/30/97 3/31/97
[Unaudited]
<S> <C> <C>
ASSETS
Total Current Assets $ 0 $ 0
TOTAL ASSETS $ 0 $ 0
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES:
Loans from stockholders $ 0 1,902
Total liabilities 0 1,902
TOTAL LIABILITIES 0 1,902
EQUITY
Common Stock 1,044 42,405
Paid-in Capital 446,147 399,255
Accumulated Deficit (447,191) (443,562)
TOTAL EQUITY 0 (1,902)
TOTAL LIABILITIES & EQUITY $ 0 $ 0
</TABLE>
NOTE TO FINANCIAL STATEMENTS: Interim financial statements reflect all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the periods. The March 31, 1997 balance
sheet has been derived from the audited financial statements. These
interim financial statements conform with the requirements for interim
financial statements and consequently do not include all the disclosures
normally required by generally accepted accounting principles.
<TABLE>
UNITED STATES MINING & EXPLORATION, INC
STATEMENTS OF OPERATIONS
For the Six-Month Periods Ended September 30, 1997 and 1996
<CAPTION>
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
9/30/97 9/30/96 9/30/97 9/30/96
[Unaudited] [Unaudited] [Unaudited] [Unaudited]
<S> <C> <C> <C> <C>
REVENUE
Income $ O $ O $ O $ O
NET REVENUE 0 0 0 0
OPERATING EXPENSES
Office Expenses 0 1,028 191 1,103
Professional Fees 1,135 2,631 3,438 2,634
TOTAL OPERATING EXPENSES 1,135 3,659 3,629 3,737
OPERATING INCOME/(LOSS)$(1,135) $ (3,659) $ (3,629) $ (3,737)
OTHER INCOME/(EXPENSE)
Income from forgiveness
of debt 0 0 0 13,090
NET INCOME/(LOSS) $(1,135) $ (3,659) $ (3.629) $ 9,353
NET LOSS PER SHARE $ (0.01) $ (0.01) $ (0.01) $ 0.01
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 583,497 32,383,155 14,508,616 32,383,155
</TABLE>
<TABLE>
UNITED STATES MINING & EXPLORATION, INC.
STATEMENTS OF CASH FLOWS
For the Six-Month Periods Ended September 30, 1997 and 1996
<CAPTION>
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
9/30/97 9/30/96 9/30/97 9/30/96
[Unaudited] [Unaudited] [Unaudited] [Unaudited]
<S> <C> <C> <C> <C>
Cash Flows Used For
Operating Activities
Net Loss $ (1,135) $ (3,659) $ (3,629) $ 9,354
Adjustments to
reconcile net loss
to net cash used in
operating activities:
Forgiveness of Debt 0 0 0 (13,090)
Issuance of common
stock in exchange for
expenses paid by a
shareholder 5,531 0 5,531 0
Increase/(Decrease) in
advance-shareholder (4,396) 3,659 (1,902) 3,736
Net Cash Used For
Operating Activities $ O $ O $ 0 $ O
</TABLE>
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
- --------------------------------------------------------------------
Plan of Operation.
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The Company has not engaged in any material operations
since approximately 1990 or during the quarterly period ended September 30,
1997. During this period, the Company received revenues totaling $0. During
the same period, total expenses were $1,135 and net loss totaled $1,135.
The Company's plan of operation for the next 12 months is
to continue to seek the acquisition of assets, properties or
businesses that may benefit the Company and its stockholders.
Management anticipates that to achieve any such acquisition, the
Company will issue shares of its common stock as the sole
consideration for such acquisition.
During the next 12 months, the Company's only foreseeable
cash requirements will relate to maintaining the Company in good
standing or the payment of expenses associated with reviewing or
investigating any potential business venture. Because the Company
presently has no assets, management expects that such funds may be
advanced by management or principal stockholders as loans to the
Company. Any such loan will not exceed $25,000 and will be on terms
no less favorable to the Company than would be available from a commercial
lender in an arm's length transaction.
Results of Operations.
- ----------------------
During the quarterly period ended September 30, 1997, the
Company had no business operations. During this period, the Company
received total revenues of $0 and had a net loss of $1,135.
Liquidity.
- ----------
At September 30, 1997, the Company had total current assets of
$0, with total current liabilities of $0.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
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None; not applicable.
Item 2. Changes in Securities.
- --------------------------------
None; not applicable.
Item 3. Defaults Upon Senior Securities.
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None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
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None; not applicable.
Item 5. Other Information.
- ----------------------------
The Company is currently attempting to finalize a reorganization
agreement with Global Digital Information, Inc., a Washington corporation
("GDI"), whereby GDI would become a wholly-owned subsidiary of the Company in
consideration of the Company's issuance of "unregistered" and "restricted"
shares of its common voting stock. GDI is in the business of developing and
marketing medical records and file document management software.
In the event of any such reorganization between the Company and GDI, the
Company will timely file a Current Report on Form 8-K with the Securities and
Exchange Commission, which Current Report will disclose the material terms of
such reorganization in accordance with the requirements of Rule 13a-11 of the
Securities and Exchange Commission.
Item 6. Exhibits and Reports on Form 8-K.
- -------------------------------------------
(a) Exhibits.
Financial Data Schedule.
None.
(b) Reports on Form 8-K.
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNITED STATES MINING & EXPLORATION, INC.
Date: 11-3-97 By /s/ Sheryl Ross
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Sheryl Ross
Director and President
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated.
UNITED STATES MINING & EXPLORATION, INC.
Date: 11-3-97 By /s/ Sheryl Ross
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Sheryl Ross
Director and President
Date: 11-3-97 By /s/ Wayne R. Bassham
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Wayne R. Bassham, Director,
Vice President and
Secretary/Treasurer
<TABLE> <S> <C>
<PAGE>
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<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> SEP-30-1997
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0
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</TABLE>
