GLOBAL DIGITAL INFORMATION INC, 10-K, 1998-07-31

GLOBAL DIGITAL INFORMATION INC
10-K, 1998-07-31
GOLD AND SILVER ORES

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SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)

For Fiscal Year Ended March 31, 1998

[ ] TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1983

For the transition period from
__________________________ to
___________________

Commission file number 0-22851

GLOBAL DIGITAL INFORMATION, INC.
(Exact name of registrant as specified in its
charter)

Utah
(State or other jurisdiction of incorporation
or organization)91-179-3053
(I.R.S. Employer Identification Number)
10655 NE 4th Street, Suite 707
Bellevue, WA 98004
(Address of Principal Executive Offices, including
ZIP Code)

13212 NE 16th Street #311
Bellevue, WA 98005
(Former address)

Registrant's telephone number, including area code:
(425) 643-0777

Securities registered pursuant to Section 12(b) of the
Act:

Title of each class
CommonName of Each exchange on which registered
National Association of Securities Dealers
Securities registered pursuant to Section 12(g) of the Act:
_________________________________

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.
Yes X No _____

Indicate by check mark if disclosure of
delinquent filers pursuant to item 405 of Regulation
S-K is not contained herein, and will not be
contained, to the best of registrants'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. [X]

The aggregate market value of voting stock
held by non-affiliates of the Registrant as of July 1,
1998 was approximately $13,206,167.50.

On July 1, 1998, approximately 10,564,934
shares of the Registrant's Common Stock, $.01 par
value, were outstanding.

Documents Incorporated by Reference

(1) Financial Statements for March 31,
1998 and 1997

(2) Portions of the Registrant's Notice of
Annual Meeting and Proxy Statement for the
Registrant's Annual Meeting of Stockholders to be
held on August 19, 1998 are incorporated by
reference into Part III hereof.

Except for the historical information
presented, the matters discussed in this Form 10-K
include forward-looking statements that involve
risks and uncertainties. The Company's actual
results could differ materially from those discussed
herein. Factors that could cause or contribute to
such differences include, but are not limited to,
those discussed under the caption "Factors That
May Affect Future Results" under "Management's
Discussion and Analysis of Financial Condition and
Results of Operations" in the Company's 1998
Financial Statements, which is incorporated by
reference in this Form 10-K.

PART I

Item I. Business

Introduction

Global Digital Information, Inc.
("Company" or "GDI") is a Utah Corporation.
Prior to October 31, 1997, GDI was a Washington
corporation with offices located in Bellevue and
Tacoma, Washington. On October 31, 1997, GDI
merged in a reverse merger transaction into a
publicly held company by the name of US Mining
Company, Inc., a Utah corporation. Upon closing
this transaction on November 15, 1997, US Mining
Company, Inc. changed its name to Global Digital
Information, Inc. The Board
of Directors of US Mining (now GDI) resigned, and the shareholders
elected the current Board of Directors of GDI. The
current officers of GDI were reappointed by the
Board of Directors.

The Company

GDI designs, develops, markets and
supports medical document management systems
and personal productivity software which facilitates
the recording, imaging, manipulation, distribution
and storage of paper-based medical information on
personal and network computers using Microsoft
Windows and Windows NT operating systems.

In September, 1997, the Company released
its flagship product "CaduSys Medical Record" at
the annual Microsoft Healthcare Users Group (MS-
HUG) convention in Las Vegas. The market's
immediate and enthusiastic reception of "CaduSys"
has been gratifying. "CaduSys Medical Record"
("CMR") is a state -of-the-art electronic patient
record that seamlessly interfaces with existing
medical billing software allowing today's healthcare
professional instant multi-user access to "realtime
refreshed" outcome-based patient data. The
"CMR" product is redefining the standard for open
architecture, user friendly, customizable software
for electronic patient data in our portion of the $300
billion marketplace for medical information
technology. "CaduSys Medical Record" is a 32-bit,
client/server clinical information software package
that collects and stores patient data during the
creation of the clinical narrative. The CaduSys
product offers improved quality of care, instant
access to patient charts, reduced information costs,
increased revenues, instant outcomes, instant
connectivity, flexibility and ease of use, as well as
specific clinical and medical/legal benefits.
"CMR" is sold to health care organizations
including, but not limited to, single and multi-
doctor practices, clinics, health care organizations
and small hospitals. The primary target markets are
medium to large medical clinics, Independent
Provider Associations, Preferred
Provider Organizations and Health Maintenance
Organizations. Annual client savings in excess of
one-half million dollars per installation are
attainable in these target accounts. "CaduSys
Medical Record" has been endorsed by Grant
Thornton Management Advisors and, in an
unrelated transaction, the company has just
contracted with HealthSouth for the installation of
the "CaduSys" product. GDI has commenced
negotiations with Bowne Financial Publishers for
the global rollout of the "CMR" product.

GDI also manufacturers and markets
"FILEsaver", an insightfully designed paper-based
filing system for hard copy information storage and
retrieval combined with electronic file back up (the
emerging half-step into true paperless filing). As
an integral part of the "FILEsaver" marketing plan,
GDI is negotiating to enter into a strategic
partnership with Smead Manufacturing in Hastings,
Minnesota, the leading US supplier of office filing
products.

Additionally, the Company has begun
seminal stage research on the creation of a second
office productivity tool for medical document
management. "CaduSys Digital Office" will be a
paper free electronic file system that allows medical
practitioners to record, scan, store, sort, retrieve and
manage documents and files in Microsoft
"Windows" operating systems. "CaduSys Digital
Office" will offer an easy-to-use, fast and effective
solution for document input and management at the
desktop, while reducing dependence on paper-
based filing.

The Company's products use peripherals
and applications commonly found on personal and
network computers that transform the PC into a
personal and network paper-free office
management and productivity software system for
large or small office or home office ("SOHO")
medical professionals. Through the use of
multimedia databases, GDI's applications convert
paper documents to digital
information for electronic filing, faxing, editing scanning, printing,
sending and retrieving of paper-based documents
by electronic mail. All of GDI's applications
employ scanning and image compression engines
that convert scanned or faxed documents and
images to editable text compatible with most word
processors and desktop publishers.

Background Information

In 1997, the Company was organized as a
Washington corporation with the name Global
Digital Information, Inc. Global was founded by
Jeffrey Beneson to create a platform for growth
through acquisition of the most promising
technologies and products that lend themselves to
the process of digital convergence and commerce.
Computer World magazine states that some new
technology or device is invented, discovered, or
developed somewhere in the world every 18
seconds! This clearly demonstrates that the prudent
investment in high technology is placed in
companies with demonstrative capacity to bring
products and their Common Stock to market. The
mission statement for Global Digital Information is
to excel in this process of "securitization of
intellectual capital" through acquisition. Since
inception, it has been the Company's strategy to
position itself at the crossroads of capital and
technology deal flow, with a plan to concentrate its
time and resources on the two "twin towers" of
explosive growth in the information technology
marketplace: the Internet and imaging related
businesses. The initial application of this strategy
was to seek targets of opportunity to acquire,
develop and market software for document imaging
and Internet applications for Windows 95 and
Windows NT. The Company has identified the fast
growth and lucrative medical document
management market as its best opportunity to
position itself for immediate and sustained growth
providing the ability to market its technology
products for both high price and high volume on a
global basis. GDI acquired CaduSys Software and
all rights, title and interest to its proprietary line of
state of the art medical document management
products. With this acquisition, GDI is an
emerging leader in the computerized medical
patient record systems industry. GDI has over 50
years of combined experience in the field of
electronic patient record-keeping, making it one of
the most established companies in this infant yet
rapidly growing marketplace. "CaduSys Medical
Record" has been endorsed by Grant Thornton
Management Advisors as the preferred electronic
patient record system for health care provider and
social services. The acquisition of CaduSys brings
GDI immediate sales and revenue while positioning
the Company at the forefront of new product
development focused on the medical records
industry. GDI has recruited 15 "CaduSys
Authorized Dealers," all value added resellers
(VARS), throughout the United States, and is
pursuing an aggressive campaigning to triple this
dealer base by fiscal year end.

Future Products

The "enterprise wide" system anticipates
the "Internet enabled" functionality of the
"CaduSys Digital Office" seamlessly interfacing
with the existing "CaduSys Medical Record" that
electronically manages patient records. The
"enterprise wide" application transforms the
corporate intranet into a central repository for
documents and forms that are downloaded onto
individual workstations and used throughout the
company. This data is available to other corporate
intranets, forming an "extranet" for medical
information.

The Company anticipates adding certain
and specific niche markets as the plan for horizontal
migration as the technology unfolds. At the same
time, GDI will offer a mass market version of the
"CaduSys Digital Office" product directly from the
Company's web site similar to the Microsoft and
Netscape plans of instant market penetration and
dominance. The web site
plan of mass market distribution for the "CaduSys Digital Office"
"personal edition" follows a "shareware" approach,
offering the software free for 30 days, after which
the user pays a registration fee bringing immediate
sales and revenue. Additionally, the completion of
the Win95 32-bit system, simultaneous with the
development of an NT interface, anticipates a full- featured
"enterprise" product and
implies a dramatically expanded target market.

The Company anticipates that the
symbiotic combination of its "CaduSys Medical
Record and Digital Office" products will allow for
a simple and time/capital cost effective horizontal
migration of its product line into unrelated vertical
markets for expanded and diversified revenue
generation.

Employee Options and Incentives

The Board of Directors for the Company
expects to set a minimum limit of $4.00 per share
for the strike price on all options to be granted by
the Company for Officers, Directors and/or key
employees. Management believes that this price for
the Company's common stock represents
exceptional potential for gain and resultant incentive
for high performance by option recipients.

Financial Information about Industry
Segments, Backlog, etc.

The financial statements required by this
item are included in the Company's 1998 Financial
Statements and are incorporated by reference.

Item 2. Properties

The Company's executive offices are
located in the Key Bank building in Bellevue,
Washington. The Company has a
sales/development office located in Tacoma
, Washington, which services the CaduSys product.

Item 3. Legal Proceedings

The Company is involved in only one
litigation matter. The case is filed in the Western
District of Washington, and is entitled Global
Digital Information v. Jenson, et. ux., et. al., cause
no. C98-0780C. The action involves litigation by
the Company against a number of individuals and
shareholders for, inter alia, misrepresentation in the
merger. The Company is claiming damages against
certain individuals, an accounting of funds that
were supposed to have been received by the then
Company attorney after the merger, and a request
that certain stock issued pursuant to the matter be
canceled. While the amount of damages that can be
recovered is uncertain at this time, the Company
expects a favorable result from the litigation. Since
the Company is the plaintiff, it is unknown what, if
any, damages the Company might suffer, however,
it is not anticipated that there is significant
exposure for the Company in the lawsuit.

Item 4. Submission of Matters to a Vote of
Security Holders

The following matters were submitted to a
vote of the Company's security holders during the
last quarter of its fiscal year ended March 31, 1998:

Date and Type of Meeting

Special meeting held on January 12, 1998

Matters voted upon

Amendment to Articles of Incorporation
changing name to Global Digital Information,
Inc., 6,281,310.38 shares for, 0 against, 48
shares abstained.

The following information is included in
accordance with the provision of Part III, Item 10:
<TABLE>

<CAPTION> Name Age Position
<S> <C> <C> <C>
Jeffrey H. Beneson 52 President and a
Director since inception

David D. Meunier 37 Vice President of
Development, the Company's
wholly-owned subsidiary, and
a director

William H. Coyne, M.D. 42 Medical Director
</TABLE>
PART II

Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters

The Company is currently trading, OTC, on
the Nationals Association of Securities Dealers
with the high bid at $4.00 per share and the low bid
of $.10 per share during the last quarter. Additional
information required by this item may be found in
the Company's 1998 Financial Statements and is
incorporated herein by reference.

Item 6. Selected Financial Data

The information required by this item is set
forth in the Company's 1998 Financial Statements
and is incorporated herein by reference.

Item 7. Management's Discussion and Analysis
of Financial Condition and Reports of
Operation

The information required by this item is set
forth in the Company's 1998 Financial Statements
and is incorporated herein by reference.

Item 8. Financial Statements and Supplemental
Date

The consolidated financial statements
required by this item are included in the Company's
1998 Financial Statements and are incorporated by
reference. With the exception of the
aforementioned information and the information
incorporated in Items 5, 6 and 7, the Company's
1998 Financial Statements is not to be deemed filed
as part of this Form 10-k Annual Report. The
report of the Company's Independent Auditors on
the Company's consolidated financial statements is
included in the Company's 1998 Financial
Statements and is incorporated by reference. The
report of the Company's Independent Auditors on
the financial statement schedule required by this
item is included herein.

Item 9. Changes in and Disagreements with
Accountants on Accounting Financial Disclosure

As a result of the recent merger referenced
above, Mr. Tom Harris, CPA, was engaged to audit
the Company's financial records As of August 1,
1997.

PART III

Item 10. Directors and Executive Officers of the
Registrant

Jeffrey H. Beneson, Founder, has served as
President and a Director since inception. Mr.
Beneson has an extensive background in business
development and merchant banking, serving as a
Manager for Emmett Larkin Co., (NASD member
firm) of San Francisco. Formerly Mr. Beneson
worked in top management with various national
advertising and manufacturing concerns including
Careff Paint & Chemical and Stewart Oxygen
Service. Mr. Beneson attended San Fernando
Valley College majoring in Marketing.

David D. Meunier, serves as a Director and
as Vice President of Development, the Company's
wholly-owned subsidiary. Mr. Meunier brings
software design experience and business leadership
qualities to the Company. Mr. Meunier's
background includes clinical observation reporting,
medical legacy system integration, medical
client/server application design, and database
design, on a variety of operating systems. Mr.
Meunier has managed design teams engineering
systems for the University of Nebraska Medical
Center and formerly worked as Vice-President for
Reliable Services and President of Cascade
Computer Technologies. Mr. Meunier founded
CaduSys Software in 1994.

William H. Coyne, M.D., Medical Director.
Dr. Coyne is the Clinical Director of Jefferson
Medical Associates, coordinating provider
schedules and his own pediatric/internal medical
practice. Dr. Coyne is Chairman of Information
Systems Technologies for the Port Townsend
Physicians Group and helped establish the County-
wide medical information network for Grays harbor
County (Washington). Dr. Coyne has been an
integral part of the development team of "CaduSys
Medical Record" for over 3 years. His input and
influence has helped shape the flexibility and
power that separates GDI and its "CaduSys"
product line from its competitors.

Jose-Luis Riesco, has acted as a Director of
the Company since August, 1996. Mr. Riesco
works for Microsoft Corporation as International
Vendor Development Manager, responsible for
localization of software and manuals published in
Spanish, German, Italian, French and Portuguese.
Mr. Riesco attended the Universidad de Oviedo,
Spain, where he received his Bachelor's degree in
1984 and his Master's in Spanish Linguistics in
1986.

Morris Gorelick, serves the Company as a
Director. Mr. Gorelick brings over 50 years
experience in business and finance to Global
Digital. After attending the University of
Washington School of Pharmacology, Mr. Gorelick
founded and continues to operate Thrifty Plumbing
Supply of Seattle for over 40 years. Additionally,
he is a co-founding financier in Starbucks, Triadd
Software (document storage), Transwest
Communications (telephone interconnection), Ultra
Vection International (home electronics), and
Medical Research and Marketing.

Antony Dyke, serves as Manager for
Technical Support. Mr. Dyke's technical skills
include a solid working knowledge of Microsoft
Windows NT operating system and experience in
troubleshooting NT installations. He brings an
understanding of how clinical and business
software should be integrated into the medical
office to improve front and back office efficiency.

William O'Grady, serves as a Technical
Advisor to the Company and is currently
CEO/President of Olympic Sports and Spine
Rehabilitation Clinics. Bill O'Grady earned his
Physical Therapy degree from California State
University, Long Beach in 1972, and his Masters
degree in adaptive physical education from USC in
1977. He is a clinical instructor in several
universities, serves as a full Colonel in the US
Army Reserves, and is a Consultant to the Office of
the Surgeon General.

Dan Arensmeier, serves as a Technical
Advisor to the Company and is Principal in the firm
of Baum, Arensmeir and Talent, specializing in high
technology marketing. Mr. Arensmeir has spent
over 20 years in marketing and advertising, eight of
them with Xerox. Other prominent clients of Mr.
Arensmeir include Hewlett-Packard, Hyundai
Electronics, US West, and NCR.

David Hunter, serves as a Marketing
Advisor to the company and has been actively
involved in the health care industry for over 25
years as a professional planning and management
consultant and in senior hospital administrative
positions. He has directed over 200 assignments
for health care client organizations
throughout the United States and the Middle East. Mr. Hunter
received his undergraduate education at Bowdoin
College in Brunswick, Maine and his Master of
Hospital Administration from the University of
Michigan.

David Hartman, serves as a Technical
Advisor to the Company and is a Senior Consultant
to NCR Corporation. Mr. Hartman brings over 20
years of business analysis, development, and
information management experience to Global
Digital. His areas of specialized knowledge include
data architecture and relational database
administration, logical data modeling, data
mapping, data repository/metadata population and
DB2, SYBASE database physical object creation.
Mr. Hartman holds a MS from Rutgers in Statistics
and a BA in Mathematics from Scranton
University, and is a Chartered Life Underwriter.

Bradley McManus, serves as Capital
Strategist for the Company and is the Founder and
President of Triune Capital of Los Angeles. Mr.
McManus has over 20 years experience in seminal
stage capital formation and analysis, formerly
serving as President, COO and Co-Founder of
Guild Investment Management, a firm specializing
in "growth equity" discretionary investments,
managing assets over $185 Million USD. Also,
Mr. McManus acted as Portfolio Manager for the
Personal Trust Division of Harris Trust in Chicago
assisting in the growth of funds under management
from $300 Million to over $1 Billion USD. Mr.
McManus earned his MBA (emphasis Finance)
from Northern Illinois University. He is a
Chartered Financial Analyst, Level II.

Item 11. Executive Compensation

Other than information provided in the
Company's 1998 Financial Statements incorporated
herein, executive officers and directors have
received no other compensation.

Item 12. Security Ownership of Certain
Beneficial Owners and Management
<TABLE>
<CAPTION>
Title of Class (1) Name and (2) Amount and (3)Percent of Class
Address of Nature of
Beneficial Owner Beneficial Ownership
<S> <C>
Common Jeffrey Beneson, 675,000 Issued 6.4%
Director Shares
14753 NE 1st Place
C-7
Bellevue, WA
98007

Common Technologies 1,000,000 Issued 9.5%
Finance, LTD Shares
133 Codling Rd
Bury St. Edmonds
Egn 1P327HE, UK

Common David Meunier, 289,617.50 Issued 2.7%
Director Shares
31601 32nd Avenue SW
Federal Way, WA
98023

Common Jose-Luis Riesco 350,000 Issued 3.3%
Director Shares
8920 168th Ave NE
Redmond, WA 98052

Common Morris Gorelick, 425,000 Issued 4%
Director Shares
13212 NE 16th
Bellevue, WA 98005
</TABLE>
Item 13. Certain Relationships and Related
Transactions

Not applicable.

PART IV

Item 14. Exhibits, Financial Statement
Schedules, and Reports on Form 8-K

The following documents are filed as part of this
Form 10-K Annual Report:

1) Financial Statements

a) Balance Sheet for March 31, 1998 and 1997
b) Statement of Income (Loss), Year Ended
March 31, 1998 and 1997
c) Statement of Shareholders' Equity, Year
Ended March 31, 1998
d) Statement of Cash Flows, March 31, 1998
and 1997
e) Notes to Financial Statements

2) Financial Statements Schedules

a) Independent Auditor's Report

All other schedules are omitted because
they are not applicable or the required
information is presented in the consolidated
financial statements or notes thereto.

3) Exhibits

a) Reports on form 8-K/A1
b) Exhibits:

_____ The Company's Financial
Statements for March 31, 1998 and 1997
_____ Proxy statements to shareholders
SIGNATURES

Pursuant to the requirements of Section
13 or 15(d) of the Securities and Exchange Act
of 1934, the Company has duly caused this
report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Global Digital Information,
Inc.

By: /s/ Jeffrey Beneson
Jeffrey Beneson
President, Director
July 2, 1998<PAGE> PROXY

The undersigned hereby appoints
Leonard W. Burningham, Esq., as his attorney in
fact to vote any shares he owns at the special
meeting of the stockholders of United States
Mining & Exploration, Inc. To be held March 17,
1996 at the hour of 10:00 p.m., Mountain
Standard Time, or any adjournment thereof.

Number of Shares: 21,510,170
Stockholder -- Jenson Services,
Inc.

/s/ Duane S. Jenson
Duane S. Jenson, President and Director
jenson Services, Inc.
<PAGE> PROXY
FOR A SPECIAL MEETING OF
STOCKHOLDERS OF
UNITED STATES MINING & EXPLORATION,
INC.
TO BE HELD JANUARY 12, 1998

By completing and returning this proxy to
United States mining & Exploration (the
"Company"), you will be designating Jeffrey
Beneson, the President of the Company, to vote all
of your shares of the Company's common stock as
indicated below.
Please complete this proxy by clearly marking
the appropriate column(s), filling out the
stockholder information and dating below, and
returning it to the Company in the enclosed self-
addressed, envelope.
Matters of business are as follows:

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO ABSTAIN
X _____ ______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December
22, 1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of
authority unless already on file with the Company.

Dated: 12/27/97 Arnold S.
Farber, DMD, P.C. Money Purchase Pension Plan
Name of
stockholder (Please print legibly)

Number of Shares: 60,000 /s/ Arnold S.
Farber, DMD, Pres.

Signature

This proxy is being solicited by, and the above-
referenced proposal is being proposed by, the Board
of Directors of the Company. The proposal to be
voted on is not related to or conditioned on the
approval of any other matter. You may revoke this
proxy at any time prior to the vote thereon.

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed
and returned to the Company, it will be voted
"FOR" the change of name of the Company.
Unless indicated below, by completing and
returning this proxy, the stockholder grants to Mr.
Beneson the discretion to vote in accordance with
his best judgment on any other matters that may be
presented at the Meeting.

_____ Withhold discretion to vote on any
other matter presented at the Meeting.<PAGE> PROXY
FOR A SPECIAL MEETING OF
STOCKHOLDERS OF
UNITED STATES MINING & EXPLORATION,
INC.
TO BE HELD JANUARY 12, 1998

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 1/9/98 Clarence S. Meunier
Name
of stockholder (Please print legibly)

Number of Shares: /s/
Clarence S. Meunier
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 1/6/98 John
Paulson
Name
of stockholder (Please print legibly)

Number of Shares: 1500 /s/
John Paulson
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 1/6/98 George
A. and Mary L. Miklos
Name
of stockholder (Please print legibly)

Number of Shares: 3000 /s/
George A. Miklos, Mary L. Miklos
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 1/6/98 Scott
A. Broullett
Name
of stockholder (Please print legibly)

Number of Shares: 44,000 /s/
Scott A. Broullett
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 1/3/98 Charlie
Gay
Name
of stockholder (Please print legibly)

Number of Shares: 25,000 /s/
Charles W. Gay
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/31/97 Donald H. Stephenson
Name of stockholder (Please print legibly)

Number of Shares: 34,665.38 /s/ Donald H. Stephenson
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/27/97 Paul John Axt
Name of stockholder (Please print legibly)

Number of Shares: 5,000 /s/ Paul John Axt
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/30/97 Mike Donahue
Name of stockholder (Please print legibly)

Number of Shares: 20,000 /s/ Mike Donahue
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

X Withhold discretion to vote on any
other matter presented at the Meeting.<PAGE> PROXY
FOR A SPECIAL MEETING OF
STOCKHOLDERS OF
UNITED STATES MINING & EXPLORATION,
INC.
TO BE HELD JANUARY 12, 1998

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/27/97 Vern Essenberg
Name of stockholder (Please print legibly)

Number of Shares: 3,000 /s/ Vern Essenberg, Judith
Essenberg
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/29/97 Law Offices of David L. Evans,
P.S.
Name of stockholder (Please print legibly)

Number of Shares: 250 /s/ David L. Evans, President
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

X Withhold discretion to vote on any
other matter presented at the Meeting.<PAGE> PROXY
FOR A SPECIAL MEETING OF
STOCKHOLDERS OF
UNITED STATES MINING & EXPLORATION,
INC.
TO BE HELD JANUARY 12, 1998

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/22/97 J. Paul Fallon
Name of stockholder (Please print legibly)

Number of Shares: 100,000 /s/ Justin P. Fallon
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/29/97 Arnold S. Farber
Name of stockholder (Please print legibly)

Number of Shares: 30,000 /s/ Arnold S. Farber
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/29/97 Arnold S. Farber
Name of stockholder (Please print legibly)

Number of Shares: 5,000 /s/ Arnold S. Farber
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/29/97 Carol G. Farber
Name of stockholder (Please print legibly)

Number of Shares: 5,000 /s/ Carol G. Farber
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/27/97 Gordon B. Frazer
Name of stockholder (Please print legibly)

Number of Shares: 5,000 /s/ Gordon B. Frazer
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/29/97 Lloyd Freitas
Name of stockholder (Please print legibly)

Number of Shares: 50,000 /s/ Lloyd Freitas
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/27/97 Paul Gonnella
Name of stockholder (Please print legibly)

Number of Shares: 60,000 /s/ Paul Gonnella
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/26/97 David L. Hartman
Name of stockholder (Please print legibly)

Number of Shares: 105,000 /s/ David L. Hartman
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 1/2/98 Darlene Hascoolidge
Name of stockholder (Please print legibly)

Number of Shares: 100,000 /s/ Darlen Hascoolidge
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/26/97 David Hunter
Name of stockholder (Please print legibly)

Number of Shares: 10,000 /s/ David Hunter
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/31/97 Jerry Huse
Name of stockholder (Please print legibly)

Number of Shares: 45,000 /s/ Jerry Huse
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/29/97 Kenneth G. Koch
Name of stockholder (Please print legibly)

Number of Shares: 50,000 /s/ Kenneth G. Koch
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/26/97 Positive Concepts, Inc.
Name of stockholder (Please print legibly)

Number of Shares: 175,000 /s/ By G. W. Oldham, Pres
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/26/97 William H. O'Grady
Name of stockholder (Please print legibly)

Number of Shares: 30,000 /s/ William H. O'Grady
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 1/5/98 Hilton Lloyd Morris, Jr.
Name of stockholder (Please print legibly)

Number of Shares: 30 /s/ H. L. Morris, Jr.
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/29/97 Henning V. Nelson
Name of stockholder (Please print legibly)

Number of Shares: 2,000 /s/ Henning V. Nelson
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/31/97 John A. Nelson & Deanne L.
Nelson
Name of stockholder (Please print legibly)

Number of Shares: 10,000 /s/ John A. Nelson &
Deanne L. Nelson
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/27/97 Lenard E. Little
Name of stockholder (Please print legibly)

Number of Shares: 13,600 /s/ Lenard E. Little
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/29/97 James W. Loucks
Name of stockholder (Please print legibly)

Number of Shares: 50,000 /s/ J. W. Loucks
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

X Withhold discretion to vote on any
other matter presented at the Meeting.<PAGE> PROXY
FOR A SPECIAL MEETING OF
STOCKHOLDERS OF
UNITED STATES MINING & EXPLORATION,
INC.
TO BE HELD JANUARY 12, 1998

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/28/97 Jose-Luis Riesco
Name of stockholder (Please print legibly)

Number of Shares: 350,000 /s/ Jose-Luis Riesco
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/29/97 Duane Rossiter
Name of stockholder (Please print legibly)

Number of Shares: 18 /s/ Duane Rossiter
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/28/97 William Schaetzel
Name of stockholder (Please print legibly)

Number of Shares: 25,000 /s/ William Schaetzel
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 1/5/98 Stephen Scheer
Name of stockholder (Please print legibly)

Number of Shares: 120,000 /s/ S. J. Scheer
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/29/97 Arnold Shutz, Barbara Shutz
Name of stockholder (Please print legibly)

Number of Shares: 10,000 /s/ Arnold E. Shutz, Barbara
S. Shutz
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/26/97 James C. Smith
Name of stockholder (Please print legibly)

Number of Shares: 16,400 /s/ James Christian Smith
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/30/97 Peter A. Wathen
Name of stockholder (Please print legibly)

Number of Shares: 20,000 /s/ Peter A. Wathen
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/29/97 Roger Wingerter
Name of stockholder (Please print legibly)

Number of Shares: 5,000 /s/ Roger Wingerter
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X _____
______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 1/5/98 Stephen and Laura Scheer
Name of stockholder (Please print legibly)

Number of Shares: 8,325 /s/ S. J. Scheer
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 12/29/97 Randy L. Green
Name of stockholder (Please print legibly)

Number of Shares: 2,000 /s/ Randall L. Green
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

PROPOSAL - CHANGE OF NAME: Shall
the name of the Company be changed to "Global
Digital Information, Inc."?

YES NO
ABSTAIN
X ______

The undersigned hereby acknowledges receipt of
the Company's Proxy Statement dated December 22,
1997, and expressly revokes any and all proxies
heretofore given or executed by the undersigned
with respect to the shares of stock represented in
this proxy. (Please sign exactly as your name
appears on your stock certificate(s)). Joint owners
should both sign. If signing in a representative
capacity, give full titles and attach proof of authority
unless already on file with the Company.

Dated: 1/4/98 Sandra Corley
Name of stockholder (Please print legibly)

Number of Shares: 30,000 /s/ Sandy (Sandra Corley)
Signature

As of December 22, 1997, which is the record
for determining the stockholders who are entitled to
notice of and to vote at the Meeting, the Board of
Directors of the Company is not aware of any other
matters to be presented at the Meeting. If no
direction is indicated on a proxy that is executed and
returned to the Company, it will be voted "FOR" the
change of name of the Company. Unless indicated
below, by completing and returning this proxy, the
stockholder grants to Mr. Beneson the discretion to
vote in accordance with his best judgment on any
other matters that may be presented at the Meeting.

_____ Withhold discretion to vote on any
other matter presented at the Meeting.<PAGE> <AUDIT-REPORT>INDEPENDENT
AUDITOR'S REPORT

To the Board of Directors
GLOBAL DIGITAL INFORMATION, INC.
(FORMERLY UNITED STATES MINING &
EXPLORATION, INC.0
Bellevue, Wa.

We have audited the accompanying balance sheet of
GLOBAL DIGITAL INFORMATION, INC.
(FORMERLY
UNITED STATES MINING & EXPLORATION,
INC. ) as of MARCH 31, 1998 and the related
statements of
earnings (deficit) and retained deficit and cash
flows year ended MARCH 31, 1998. These
financial statements
are the responsibility of management. Our
responsibility is to express an opinion on these
financial statements
based on our audit. The financial statements for the
year ended March 31, 1997 were audited by other
accountants and are presented for comparison
purposes and we express no opinion on them.

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 audit provides a reasonable
basis for our opinion.

In our opinion, the financial statement referred to
above presents fairly, in all material respects, the
financial
position of GLOBAL DIGITAL INFORMATION,
INC., as of MARCH 31, 1998, and the results of its
operations and cash flows for the period then ended,
in conformity with generally accepted accounting
principles.

JUNE 15, 1998
Seattle, Washington
<PAGE>GLOBAL DIGITAL INFORMATION,
INC.
( FORMERLY UNITED STATES MINING &
EXPLORATION, INC. )

BALANCE SHEET
MARCH 31, 1998 and 1997

Assets

<TABLE><CAPTION> 1998 1997
<S> <C> <C> <C>
CURRENT ASSETS;
Cash in bank $36,367
Accounts Receivable 67,461
TOTAL CURRENT ASSETS $103,828 $-0-

PROPERTY & EQUIPMENT
Office Equipment (net) $30,104
TOTAL FIXED ASSETS $30,104 $-0-

OTHER ASSETS
Cadusys Software $8,044 $-0-

TOTAL ASSETS $141,976 $-0-

LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Payroll & excise taxes payable $18,260
Loans payable shareholders' 147,800
Accounts Payable 43,409 $1,902
TOTAL CURRENT LIABILITIES $209,469 $1,902

TOTAL LIABILITIES $209,469 $1,902

STOCKHOLDER'S EQUITY:
Common Stock, no par; $.001 stated value;
50,000,000 shares authorized and
10,564,934 shares issued $10,532 $491
Paid in Surplus 756,999 $441,169
Deficit (835,024) $(441,562)

TOTAL STOCKHOLDER'S EQUITY $(67,493) $(1,902)
TOTAL LIABILITIES &
STOCKHOLDER'S EQUITY $141,976 $-0-
</TABLE>

<PAGE> GLOBAL DIGITAL INFORMATION , INC.

(FORMERLY UNITED STATES MINING &
EXPLORATION, INC.)

Statement of Income (Loss)

Years Ended March 31, 1998 and 1997

<TABLE><CAPTION> 1998 1997
<S> <C> <C> <C>
REVENUE $112,898 $-0-

EXPENSES:

Payroll $228,466 $-0-
Payroll Taxes 67,712
Depreciation 3,345
Consultants 250
Insurance 26,171
Equipment Rental 2,097
Internet Service & Programming 8,690
Office 15,469
Miscellaneous 9,105 5,133
Postage & Delivery 5,069
Printing & Reproduction 12,881
Professional fees 22,579
Rent 13,120
Repairs 89
Supplies 11,101
Telephone 35,194
Trade Shows 15,367
Travel & Entertainment 28,009
Utilities $1,548 $-0-

Total Expenses $505,262 $5,133

Net Operating Loss $(393,364) $(5,133)

Other Income:

Income From Forgiveness Debt $1,902 $12,314

Net Income (Loss) $(391,462) $7,181
</TABLE>
<PAGE>GLOBAL DIGITAL INFORMATION, INC.
STATEMENT OF SHAREHOLDERS' EQUITY
YEAR ENDED MARCH 31, 1998

<TABLE><CAPTION>
Common Stock Paid in Surplus Accum
Shares Amount Amount Deficit Total

United States Mining & Exploration Inc. prior to merger:

<S> <C> <C> <C> <C>
Balance, MARCH 31, 1997 491,314 $491 $441,169 $(443,562) $(1,902)
Shares issued 2 for 1 stock split 491,314 $492 $(492)
Shares issued for cash to investors 440,962 $441 $52,059 $52,500
Less expenses of issuing the
Common Stock (52,776) $(52,776)
Shares issued for services to
Shareholders 276,410 $276
$276
Net Income $1,902

$1,902
Balance, November 11, 1997 1,700,000 $1,700 $439,960 $(441,660) $-0-

Global Digital Information, Inc. shares prior to merger:

Shares issued at par June, 1997 to
Founders for acquisition rights 8,044,150 $8,044 $8,044
Shares issued for cash June, 1997
to November 11, 1997 to investors 455,850 $456 $327,294 $327,750
Less expenses of issuing the
Common Stock (64,463) $(64,463)
Net Loss $(217,589)
$(217,589)
Balance, November 11, 1997 8,500,000 $8,500 $262,831 $(217,589) $53,742

Combined Balance after Merger
Balance, November 11, 1997 10,200,000 $10,200 $702,791 $(659,249) $53,742

Shares issued for cash November
11, 1997 to March 31, 1998 to
investors 331,934 $332 $156,268 $156,600
Less expenses of issuing the
Common Stock (102,060) $(102,060)
Net Loss $(175,775)
$(175,775)

Balance, MARCH 31, 1998 10,531,934 $10,532 $756,999 $(835,024) $(67,493)
</TALBE>
<PAGE>GLOBAL DIGITAL INFORMATION,
INC.

(FORMERLY UNITED STATES MINING &
EXPLORATION, INC.)

Statement of Cash Flows

MARCH 31, 1998 AND 1998

</TABLE>
<TABLE>
<CAPTION> 1998 1997
<S> <C>
Operating Activities
Net Income (Loss) $(391,462) $7,181
Noncash transactions (1,902) (7,181)
Depreciation 3,345
-0-
Accounts Receivable (67,461) -0-
Payroll & excise taxes 18,260 -0-
Accounts Payable 43,409
-0-

Cash Provided (used)
by Operations $(395,811)
$ -0-

Investing Activities

Investment in Office Equipment $(33,449) $ -0-

Net Cash Provided (used) by Investing
Activities $(33,449)
$ -0-

Financing Activities

Shareholder Loans $147,800
$ -0-
Sale of Common Stock 484,350 -0-
Costs of Issuing Common Stock (166,523) -0-

Net Cash provided (used) by Financing
Activities $464,627
$ --0-

Increase (Decrease) in Cash $36,367 $ -0-

Cash Balance Beginning $-0- $ -0-

Cash Balance Ending $36,367 $ -0-
</TABLE>

<PAGE> GLOBAL DIGITAL INFORMATION,
INC.

(FORMERLY UNITED STATES MINING &
EXPLORATION, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1. - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

(a) The Company
The Company was incorporated in 1983 under
the laws of the State of Utah as Forward
Electronics Corporation. In 1988 it was reorganized
with United States Mining & Exploration, Inc.
(USM) and changed its name at that time. Also in
1988 the Company acquired Ridge Rock Mining
Corporation which it subsequently dissolved.
During 1989 Rocky Mountain process Components
was acquired. This company was also dissolved.
Since 1990 the Company has had no operations,
until the merger with Global Digital Information,
Inc. (GDI). After the merger the Company
changed its name to Global Digital Information, Inc.
Although there has been a change in reporting
entity IE from USM to GDI the accompanying
financial statements include the activities of USM
for comparison purposes for years prior to 1998.

(b) Fixed Assets
Fixed Assets included all property, plant and
equipment. Furniture and fixtures, computer
equipment and manufacturing equipment are stated
at costs. They are be depreciated over their
estimated useful lives of five to twenty years, as
appropriate. Depreciation expense amounted
$3,345
for the year ended March 31, 1998.

(c) Business Activity
GLOBAL DIGITAL INFORMATION, INC.
was incorporated June 25, 1997 in the State of
Washington. The Company designs, develops,
markets and supports medical document
management
systems and personal productivity software which
facilitates the recording, imaging, manipulation,
distribution and storage of paper-based medical
information on personal network computers. The
Company has acquired "CaduSys Medical Record"
a client/server clinical information software
package that collects and stores patient data during
the creation of the clinical narrative. It is sold
to health care organizations including, but not
limited to, single and multi-doctor practices, clinics,
health care organizations and small hospitals. Some
of the Company's other products include office
adaptations which use the personal computer to
eliminate paper in the office filing system.

(d) Income Taxes
Effective April 1, 1993, the Company adopted
the provisions of Statement of Financial
Accounting Standards No. 109, "Accounting for
Income Taxes". SFAS No. 109 requires a company
to recognize deferred tax assets and liabilities for
the expected future income tax consequences of
events that have been recognized in the financial
statements. Under this method, deferred tax assets
and liabilities are determine based on the temporary
differences between the financial statement
carrying amounts and tax basis of assets and
liabilities using enacted tax rates in effect in the year
in which the temporary differences are expected to
reverse. There was no cumulative effect of adopting
SFAS No. 109.
(e) Principals of Consolidation
The Consolidated Financial Statements,
including the Balance Sheet, Statement of Retained
Earnings, Statement of Net Income (Loss), and
Statement of Cash Flows, include the accounts of all
subsidiaries. All intercompany items and
transactions have been eliminated.

(f) Cash
Cash included in the statement of cash flows
included cash and cash equivalents at the balance
sheet date. Certain noncash transactions with
shareholders for which were reimbursed in shares of
common stock have been eliminated.

NOTE 2. - MERGER AND REORGANIZATION

Effective November 11, 1997 the Company U.S.
Mining & Exploration, Inc. (US) pursuant to
a Reorganization Agreement (the "Plan") with
Global Digital Information, Inc. (GDI) USM was
acquired in a "reverse acquisition" and the
shareholders of GDI became the major shareholders
in USM. The "Plan" as approved by the Board of
Directors provided for a 2 for 1 split of the Then
owned shares of the USM, the issuance of
additional shares (440,962) for cash ($52,500), and
276.410 shares issued for services rendered by
officers and directors of the Company. The total
shares of Common stock outstanding at that time
was then 1,700,000. As part of the "Plan" the
shareholders of GDI were issued an additional
8,500,000 shares making the total shares
outstanding
10,200,000 shares. The then existing Board of
Directors (USM) resigned and was replaced by
directors from GDI.

The acquisition has been accounted for as a
"Pooling of Interests" as per APB Opinion No. 16.
Since GDI came into existence on June 25, 1997, its
results of operations have been included in these
financial statements. No adjustment is made to
prior years presented because GDI was not in
existence at that time.

NOTE 3 - EARNINGS PER SHARE:

Primary earnings per share have not been
computed since they are antidilutive.

NOTE - 4 RELATED PARTY TRANSACTIONS

The Company has acquired its rights to most of
its software programs from its shareholders who
are also shareholders in previous
corporations which had these rights or had developed the
programs.
The company purchased these rights through the
issuance of common stock. Although the value of
these rights may be substantial, because of the lack
of a proper valuation method, they have been
recorded at the par value of the stock issued. I.e.
8,150,160 shares were issued t the founds and they
have been valued at $.001 per share or $8,151.

NOTE 5 - ISSUANCE OF COMMON STOCK:

Effective July 1, 1997, the Company offered
shares of its common stock to a limited number of
investors pursuant to a Regulation D exemption up
to a maximum of 500,000 shares at $1.00 per
share or $500,000. At March 31, 1998, as a result
of this offering, 787,784 Common Shares of stock
were sold to individual investors for $1.00 per unit,
grossing the company $484,350. The placement
is being offered on a "best efforts" basis by various
employees and officers of the company. Fees
and expenses were paid in conjunction with the
offering amounting to $166,523 at March 31, 1998,
including commission for a net total of $317,827.

NOTE 6 - CASH TRANSACTIONS

Since no cash was actually paid by the company
for the acquisition of the CaduSys software no
cash disbursements have been shown on these
financial statements for that transaction.

NOTE 7 - COMMON STOCK SALE

As part of the reorganization between U.S.
Mining and Exploration, Inc. (USM) and Global
Digital Information, Inc. (GDI) the Company
previously reported the receipt of $52,500 (the
amount
has been reported as expense of issuing common
stock on the financial statements). Upon further
review, it has been determined that this amount is
not correct. The correct amount may be $220,481
or it may be that the Company has not receive any
funds for the sale of stock. The Company's
previous attorney, who is in control of the records,
has refused to release them. The Company is
endeavoring to settle with the former majority
shareholders of USM concerning the merger
between
USM and GDI. Upon receipt of those records, the
correct amount received, as well as a
determination of what should have been received,
will be known. If the amounts actually received
by the Company were greater than that which was
reported, the difference will be reported as
additional costs or reduced costs of issuing the
common stock to effect the merger.

NOTE 8 - INCOME TAXES

As discussed in Note 1, effective April 1, 1998,
the Company applied the provisions of SFAS
No. 109 in accounting for income taxes. Prior to
that date, the Company accounted for income taxes
under the provisions of Accounting Principals
Board Opinion No. 11. The adoption of SFAS No.
109 had no cumulative effect on the results of
operations.

The Company has no income tax provision for
the years ended March 31, 1998 and 1997 due to
net operating loss carryforwards.

The income tax effect of the temporary
differences giving rise to the Company's deferred
tax
assets as of March 31, 1998 is as follows:

Federal net operating loss carryforwards
$ 198,587

Total deferred tax asset 198,587
Valuation allowance (198,587)

Net Deferred tax assets $ -0-

Upon implementation of SFAS No. 109 at
April 1, 1993, the Company recorded a valuation
allowance due to the uncertainty of utilization of net
operating loss carryforwards. The change in
the valuation allowance for the year ended October
30, 1995 is as follows:

Balance April 1, 1997 $ 2,592
Increase in non-utilization of net operating
loss carryforwards 195,995

Balance, October 30, 1995 $ 198,587

At March 31, 1998, the Company has
unused net operating loss carryforwards for income
tax purposes available to offset future taxable
income, if any, as follows:

Expiring In Regular Tax Alternative
Minimum Tax
2008 17,279 17,279
2012 566,799 566,799

$ 584,078
$ 584,078