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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB-A2
Second Amended Registration Statement on Form 10-SB-A2
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
UNITED STATES MINING & EXPLORATION, INC.
(Name of Small Business Issuer as specified in its charter)
UTAH 87-0401942B
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) ID. No.)
0-22851
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(SEC File No.)
5525 South 900 East, Suite #110
Salt Lake City, Utah 84117
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(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (801) 262-8844
Securities to be registered pursuant to Section 12(b) of the Exchange Act:
None
Securities to be registered pursuant to Section 12(g) of the Exchange Act:
$0.001 par value common stock
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Title of Class
DOCUMENTS INCORPORATED BY REFERENCE: There are no exhibits to this Second
Amended Registration Statement.
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INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
United States Mining & Exploration, Inc.
We have audited the accompanying balance sheet of United States Mining &
Exploration, Inc. as of March 31, 1997, and the related statements of
operations, stockholders' deficit, and cash flows for the years ended March 31,
1997 and 1996. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. 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 financial statements referred to above present fairly, in
all material respects, the financial position of United States Mining &
Exploration, Inc. as of March 31, 1997, and the results of their operations
and their cash flows for the years ended March 31, 1997 and 1996, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that United
States Mining & Exploration, Inc. will continue as a going concern. As
discussed in note 5 to the financial statements, the Company has accumulated
losses from operations, has no assets, and has a net working capital
deficiency that raise substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are also described
in note 5. The financial statements do not include any adjustment that might
result from the outcome of this uncertainty.
Mantyla, McReynolds and Associates
Salt Lake City, Utah
May 10, 1997, except as to note 9, which is dated October 17, 1997.
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UNITED STATES MINING & EXPLORATION, INC.
Balance Sheet
March 31, 1997
ASSETS
Assets $ -0-
Total Assets $ -0-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
Payable to Stockholders - note 8 1,902
Total Liabilities 1,902
Stockholders' Deficit:
Capital Stock -- 50,000,000 shares authorized having a
par value of $.001 per share; 491,314 shares issued
and outstanding - note 9
491
Additional Paid-in Capital 441,169
Accumulated Deficit (443,562)
Total Stockholders' Deficit (1,902)
Total Liabilities and Stockholders' Deficit -0-
See accompanying notes to financial statements.
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UNITED STATES MINING & EXPLORATION, INC.
Statements of Operations
For the Years Ended March 31, 1997 and 1996
1997 1996
Revenues $ -0- $ -0-
General & Administrative Expenses 5,133 3,385
Operating Loss (5,133) (3,385)
Extraordinary item:
Income from Forgiveness of Debt - note 7 12,314 30,232
Provision for income tax on extraordinary
item -0- -0-
Net Income from Extraordinary Item 12,314 30,232
Net Income Before Income Taxes 7,181 26,847
Current Year Provision for Income Taxes -0- -0-
Net Income $ 7,181 $26,847
Loss per Share from operations $ (.01) $ (.01)
ncome per Share from extraordinary item .03 .11
Net Income per Share $ .02 $ .10
Weighted Average Shares Outstanding 390,095 262,599
See accompanying notes to financial statements.
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UNITED STATES MINING & EXPLORATION, INC.
Statements of Stockholders' Deficit
For the Years Ended March 31, 1997 and 1996
<TABLE>
<CAPTION>
Additional Net
Common Common Paid in Accumulated Stockholders'
Shares Stock Capital Deficit Deficit
<S> <C> <C> <C> <C> <C>
Balance, March 31,
1995 242,057 $ 242 $ 419,908 $ (477,590) $ (57,440)
Issued 133,088
shares of common
stock as repayment
of stockholder loans 133,088 133 11,355 11,488
Net Income for the
Year Ended
March 31, 1996 26,847 26,847
Balance, March 31,
1996 375,145 375 431,263 (450,743) (19,105)
Issued 116,169
shares of common
stock as repayment
of stockholder loans 116,169 116 9,906 10,022
Net Income for the
Year Ended
March 31, 1997 7,181 7,181
Balance, March 31,
1997 491,314 491 441,169 (443,562) (1,902)
</TABLE>
See accompanying notes to financial statements.
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UNITED STATES MINING & EXPLORATION, INC.
Statements of Cash Flows
For the Years Ended March 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Cash Flows Provided by/(Used for)
Operating Activities
Net Income $ 7,181 $ 26,847
Adjustments to reconcile net income to net
cash provided by operating activities:
Decrease in accounts payable (19,105) (38,335)
Net Cash Used for Operating Activities (11,924) (11,488)
Cash Flows Provided by/(Used for) Financing
Activities
Proceeds from stockholder loans 11,924 11,488
Net Cash Provided by Financing Activities 11,924 11,488
Net Increase/(Decrease)in Cash -0- -0-
Beginning Cash Balance -0- -0-
Ending Cash Balance $ -0- $ -0-
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for interest $ -0- $ -0-
Cash paid during the year for income taxes $ -0- $ -0-
Noncash Financing Activities:
Common stock issued in repayment of
stockholder loan $ 10,022 $ 11,488
</TABLE>
See accompanying notes to financial statements.
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UNITED STATES MINING & EXPLORATION, INC.
Notes to Financial Statements
March 31, 1997
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Organization
United States Mining & Exploration, Inc. [formerly known as Forward
Electronics Corporation] was formerly in the business of exploring,
acquiring, developing and exploiting mineral and mining rights, and
developing mining technology and equipment for sale. The Company
incorporated under the laws of the State of Utah in 1983. The
Company has not engaged in significant operations since 1990.
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles. The
following summarizes the more significant of such policies.
(b) Income Taxes
Effective April 1, 1993, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 109 [the Statement],
Accounting for Income Taxes. The Statement requires an asset and
liability approach for financial accounting and reporting for
income taxes, and the recognition of deferred tax assets and
liabilities for the temporary differences between the financial
reporting bases and tax bases of the Company's assets and
liabilities at enacted tax rates expected to be in effect when such
amounts are realized or settled. The cumulative effect of this
change in accounting for income taxes as of March 31, 1997 is $0
due to the valuation allowance established as described below.
(c) Net Income Per Common Share
Net income per common share is based on the weighted-average number
of shares outstanding.
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NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
[continued]
(d) Statement of Cash Flows
For purposes of the statements of cash flows, the Company considers
cash on deposit in the bank to be cash. The Company had $0 cash at
March 31, 1997.
NOTE 2 ACQUISITION OF UNITED STATES MINING & EXPLORATION, INC.
Forward Electronics Corporation incorporated under the laws of the
State of Utah in 1983. In 1988, Forward Electronics Corporation
entered into an agreement and plan of reorganization with United
States Mining & Exploration, Inc., incorporated in 1987 under the
laws of the State of Delaware. Provisions of the agreement
included the acquisition of all 1,000 issued and outstanding common
shares of United States Mining & Exploration, Inc. in exchange for
223,458 common shares of Forward Electronics Corporation. The
transaction closed with the exchange of shares provided for in the
agreement. Subsequent to the closing date, Forward Electronics
Corporation filed "Articles of Amendment to Forward Electronics
Corporation" with the Division of Corporations of the State of Utah
changing the Corporate Name to "United States Mining & Exploration,
Inc." The Division of Corporations and Commercial Code of the Utah
State Department of Business Regulation approved and recorded the
amendment, resulting in a parent company and a wholly-owned
subsidiary company with the same name. The subsidiary corporation
was dissolved.
NOTE 3 ACQUISITION OF RIDGE ROCK MINING CORPORATION
In 1988, United States Mining & Exploration, Inc. [parent] entered
into an agreement and plan of reorganization with Ridge Rock Mining
Corporation, incorporated in 1987 under the laws of the State of
Utah. Provisions of the agreement included the acquisition of all
49,998 issued and outstanding common shares of Ridge Rock Mining
Corporation in exchange for 3,475 common shares of United States
Mining & Exploration, Inc. At closing, Ridge Rock Mining
Corporation became a wholly-owned subsidiary of United States Mining
& Exploration, Inc. The subsidiary corporation was dissolved.
NOTE 4 ACQUISITION OF ROCKY MOUNTAIN-PROCESS COMPONENTS
During 1989, United States Mining & Exploration, Inc. [parent]
entered into an agreement and plan of reorganization with Rocky
Mountain-Process Components. Provisions of the agreement included
the acquisition of all 2,000 issued and outstanding common shares of
Rocky Mountain-Process Components in exchange for 17,712 common
shares of United States Mining & Exploration, Inc. At closing,
Rocky Mountain-Process Components became a wholly-owned subsidiary
of United States Mining & Explorations, Inc. The subsidiary
corporation was dissolved.
NOTE 5 LIQUIDITY
The Company has accumulated losses since inception through March 31,
1997 amounting to $443,562, has no assets, and has a net working
capital deficiency at March 31, 1997. These factors raise
substantial doubt about the Company's ability to continue as a going
concern.
Management plans include finding a well-capitalized merger candidate
to recommence its operations. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
NOTE 6 INCOME TAXES
The Company adopted the provisions of Statement of Financial
Accounting Standards No. 109 [the Statement], Accounting for Income
Taxes, as of April 1, 1993. Prior years' financial statements have
not been restated to apply the provisions of the Statement. No
provision has been made for income taxes in the financial
statements because the Company has accumulated substantial losses
since inception.
The tax effects of temporary differences that give rise to
significant portions of the deferred tax asset at March 31, 1997 have
no impact on the financial position of the Company. A valuation
allowance is provided when it is more likely than not that some
portion of the deferred tax asset will not be realized. Because of
the lack of taxable earnings history, the Company has established a
valuation allowance for all future deductible temporary differences.
NOTE 7 INCOME FROM FORGIVENESS OF DEBT
During the year, management successfully negotiated the settlement
of all outstanding debts to outside creditors. As a result of these
successful negotiations, the Company benefitted with $12,314 and
$30,232 of forgiveness of debt income for the fiscal years ended
March 31, 1997, and 1996, respectively.
NOTE 8 RELATED-PARTY TRANSACTIONS
During the fiscal year ended March 31, 1996, a shareholder and
consultant advanced funds totaling $11,488 for payment of operating
expenses and settlement of certain of the Company's existing debts.
The Board of Directors authorized the issuance of 133,088 shares
of common stock as reimbursement for the advances.
During the fiscal year ended March 31, 1997, a shareholder and
consultant advanced funds totaling $11,924 for payment of operating
expenses and settlement of certain of the Company's existing debts.
The Board of Directors authorized the issuance of 116,169 shares
of common stock as reimbursement for a portion of the advances,
leaving a remaining balance payable to stockholders of $1,902 at March
31, 1997.
NOTE 9 REVERSE STOCK SPLIT
On June 2, 1997, the Company effected a 1 for 86.322 reverse stock
split. The par value and authorized number of shares remain
unchanged. At the time of the reverse stock split, the Company had
42,404,945 shares issued and outstanding. The resulting number of
shares, subsequent to the reverse stock split, was 491,314, adjusted
for rounding for fractional shares. All share amounts in the
financial statements have been restated to reflect the post-split
denominations.
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant has caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
UNITED STATES MINING
& EXPLORATION, INC.
Date: 11-4-97 /s/ Sheryl Ross
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Sheryl Ross, Director and President
Date: 11-4-97 /s/ Wayne R. Bassham
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Wayne R. Bassham, Director
and Vice President
