SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10KSB
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended November 30, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission File No. 0-9793
Minex Resources, Inc.
(Exact name of Registrant as specified in its charter)
Wyoming 83-0248003
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7227 Bridle Drive
Cheyenne, Wyoming 82009-1016
(Address of principal (Zip Code)
executive offices)
Issuer's telephone number, including area code: (307)635-3526
Securities registered pursuant to Section 12(b) of the Exchange
Act: None
Securities registered pursuant to Section 12(g) of the Exchange
Act:
Common Stock, $.001 par value
(Titles of Class)
Indicate by check mark whether the Registrant (1) has filed all
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 Registrant was required to file
such reports), and (2) has been subject to such filing require-
ments for the past 90 days: Yes _____ No XXX
Registrant's revenues in fiscal year 1998 were $58,739.
State the aggregate value of the voting stock held by non-
affiliates of the Registrant: $411,412 as of February 19, 1999.
The average bid and asked prices of such stock on February 19,
1999, was $0.011. The number of shares of Registrant's $.001
par value common stock outstanding as of February 19, 1999 was:
47,700,000 shares
The Exhibit Index for this Form 10-KSB begins on sequential page
number 36.
Total number of pages (including exhibits) is 39.
MINEX RESOURCES, INC.
FORM 10-KSB
PART I
Item 1. Description of Business.
(a) General Development of Business
(a)(1) Minex Resources, Inc. (hereafter referred to as "Minex")
was incorporated on June 12, 1980 under the laws of the State
of Wyoming, as a mineral exploration company. The company has
staked several mining claims, mostly in Nevada, and acquired
interests in oil and gas leases in various western states.
In August 1983, Minex acquired 45% of the stock of a Denver
based privately held petrochemical corporation. In July 1988,
the assets of the private company (Methanol Production
Corporation or MCP) were sold to UNICO, Inc. of Farmington,
New Mexico. In this transaction, Minex received 945,773 shares
of UNICO common stock. These shares have had a 20 for 1 reverse
split, and Minex now owns 47,288 shares (4.85%) of UNICO.
Control of UNICO has recently been transferred to a California
group whose core business is designing, manufacturing and
marketing computer and Internet communication products. See
UNICO investment.
In 1986, Minex leased 27 of its Nye County, Nevada mining claims
to Homestake Mining Company. These claims, known as the Gold
Hill Prospect (M-ACE claims), encompass approximately 520 acres.
They are located 3.8 miles north of the Round Mountain Mine. In
November, 1988, Homestake announced that it was consolidating
all Minex claims into the Round Mountain Mine Management Group.
During the summer of 1992, Round Mountain Gold renegotiated
their lease and advised Minex of "positive drilling results"
in the M-ACE claims that are fifty percent owned by Minex (see
Item 2, Properties). Additional drilling occurred on the M-ACE
claims during the summer of 1993. In late 1994, Round Mountain
Gold advised Minex that they were terminating all leases in the
Gold Hill project. Other companies have since approached Minex
about leasing the M-ACE claims, but no agreements have been
reached as of this date.
In November, 1992, Minex leased seven mining claims containing
127 acres to Placer Dome USA, Inc. These claims are on the
upper portion of Big Bald Mountain in White Pine County,
Nevada. Placer Dome owns and operates a gold processing
facility at the base of Bald Mountain. During 1993, the Minex
claims were incorporated into the Bald Mountain Mine Plan. In
1998, Minex was advised that 957 ounces of gold have been
recovered from the "Banghart Zone" located on the Minex SLP 98
claim. Exploration continues (see Item 2, Properties).
During the past year, Minex continued to receive limited
revenues from production of oil and gas in addition to advance
royalty payments on the Bald Mountain claims from Placer Dome
USA, Inc. Minex has continued limited exploration of
unpatented lode mining claims prospectively valuable for
minerals such as gold, silver, copper and molybdenum. Minex
currently owns interests in 155 mining claims, covering over
3060 acres in Nevada and Utah, and in oil and gas properties
in Nebraska, North Dakota and Oklahoma.
During the most recent fiscal years, the Company has been
devoting its resources primarily to maintaining or leasing
its mining claims, and occasionally examining various other
mineral properties in the western United States.
(a)(2) Minex has never been involved in any bankruptcy,
receivership or similar proceedings, nor has it engaged in
any material reclassification, merger or consolidation.
(a)(3) The Company did abandon 146 mining claims in 1993
which resulted in a large write-off of potential precious
metal reserves. Minex did not experience any material
changes in its mode of conducting business during the fiscal
year ended November 30, 1998.
(b) Business of Issuer
(b)(1) Minex has engaged generally in acquiring and exploring
mineral and oil and gas properties and; where warranted, the
development of such properties. Minex has not done sufficient
exploration work on some of its remaining 155 claims to
determine whether any of these prospects warrant development.
Minex does not have sufficient funds to do any work beyond
necessary assessment work or payment of annual fees to main-
tain the properties. To the extent that Minex determines to
perform exploration work, or if any of the properties warrant
development work, Minex must seek outside financing, or lease
the properties to other companies.
Minex operates in two industry segments. They involve the
acquisition, exploration, development, sale or operation of
oil and gas properties (oil and gas); and base and precious
metal mineral interests. See the information regarding
revenues, identifiable assets and operating profit (results
of operations) attributable to each segment contained in
Note 9 of the financial statements.
(b)(2) The Registrant's business activities in the past
have included its participation in a partnership on the
Maggie Creek prospect.
(b)(3) There has not been a public announcement of, nor has
the Registrant otherwise publicized a new product or
industry segment which would require the investment of a
material amount of the assets of the Registrant, or that
is otherwise material.
(b)(4) The evaluation and acquisition of base and precious
metals mining properties and oil and gas properties is a
highly competitive business. There are numerous companies
involved in this business, most of which are larger with
greater financial resources than the Registrant.
(b)(5) The Registrant's business is not dependent upon the
supply of raw materials.
(b)(6) The Registrant's business is not entirely dependent
upon any single or a few customers. During the most
recently completed fiscal year the Registrant received the
majority of its revenues from Placer Dome USA, and Westport
Oil & Gas Company. There are, however, other large
companies who often have an interest in the products or
assets of Minex.
(b)(7) The Registrant holds no patents, trademarks,
licenses, franchises, concessions, royalty agreements or
labor contracts and does not consider such property rights
to be important to its operations.
(b)(8) Mining operations are subject to statutory and
agency requirements which address various issues, including
(i) environmental permitting and ongoing compliance costs,
supervised by the EPA, BLM, and state agencies (e.g., the
Nevada Department of Environmental Quality), for water
and air quality, hazardous waste, etc.; (ii) mine safety
and OSHA generally; and (iii) wildlife (Department of
Interior for migratory fowl if attractive standing water
is involved in operations); and it should be noted Federal
rules preempt state regulation in such matters.
The Registrant presently has no operations requiring
government approval, and no applications for any approval
are pending or planned at Report date.
(b)(9) Because any mining operations of the Registrant
would be subject to at least some of the requirements
discussed in (b)(8) above, the commencement of such
operations could be delayed pending agency approval
(or a determination that approval is not required because
of size, etc.) or the project might even be abandoned
due to prohibitive costs (water treatment facilities
for mine water discharge might be too expensive for the
projected cash flow from the property).
Generally, the effect of current or probable governmental
regulations on the Registrant cannot be determined until
a specific project is undertaken by the Registrant.
(b)(10) The Registrant has made no direct expenditures
for company-sponsored research and development activities,
nor has it been connected with customer-sponsored research
and development projects.
(b)(11) Federal, state and local provisions regulating
the discharge of material into the environment, or other-
wise relating to the protection of the environment, such
as the Clean Air Act, Clean Water Act, the Resource
Conservation and Recovery Act, and the Comprehensive
Environmental Response Liability Act ("Superfund") affect
minerals operations. For mining operations in Nevada
applicable environmental regulation includes permitting
process for mining operations, an abandoned mine
reclamation program and a permitting program for industrial
development and siting. Corresponding statutes exist in
most other jurisdictions and would be expected to affect
any mining operations undertaken by the Registrant.
Compliance with these laws and any regulations adopted
thereunder can make the development of mining claims
prohibitively expensive, thereby frustrating the sale or
lease of properties, or curtailing profits or royalties
which might have been received therefrom. The Registrant
believes it is in compliance in all material respects with
all rules, laws and regulations promulgated by various
federal, state and local agencies applicable to its
current activities, but it cannot anticipate what new
regulations of this type might be proposed and adopted, or
what the resulting effect on its capital expenditures,
earnings and competitive position may be.
(b)(12) The Registrant has no full-time employees. It has
a part-time President and corporate Secretary. Minex uses
consultants as required for special projects and preparation
of financial statements.
(b)(13) UNICO, INC. INVESTMENT
On August 15, 1983, Minex acquired 45% of the outstanding
stock of Methanol Production Corporation ("MPC"), a privately
owned Colorado corporation. Minex paid MPC $250,000, which
was used to fund certain engineering and design work, and
negotiate natural gas purchase contracts.
On July 12, 1988, the assets of MPC were sold to UNICO, Inc.,
a publicly traded petroleum and natural resources company,
based in Farmington, New Mexico.
After the sale of assets, the Board of Directors of MPC made
the decision to liquidate the company. Minex received
945,773 shares of UNICO common stock which have subsequently
had a 20 for 1 reverse split. Minex now owns 47,288 shares
of the current outstanding common stock in UNICO, Inc.
UNICO, Inc. was incorporated under laws of the State of New
Mexico in April, 1979. Company resources were segmented
into four categories of business; petroleum product refining
and processing, electrical energy production, natural gas
production, and methanol production. Currently, refining
and processing and electrical energy production are
performed by the Company's wholly-owned subsidiary, Inter-
mountain Refining Co., Inc. ("IRC"), while natural gas
production is carried out by the Company under the name
UNICO Resources. Through its wholly-owned subsidiary,
Intermountain Chemical, Inc. ("IC"), the Company managed
and operated a methanol production facility, owned by
others, in Commerce City, Colorado. In 1996, UNICO, Inc.
announced that it was considering a merger proposal with
Chattfield, Dean & Co., Inc., a Colorado Corporation. A
form S-4 concerning this proposed merger was filed with the
Securities and Exchange Commission on February 3, 1997.
This proposed merger was terminated before completion.
In 1998, control of Unico, Inc. was transferred to Paradise
Innovations, Inc. (formerly known as Starlicon International
Corp.), an organization based in Fremont, California. The
core business of the new group is designing and marketing
of computer and Internet communication products. An annual
meeting of UNICO shareholders we be held in Fremont,
California on March 5, 1999 at the corporate offices. Among
the issues to be voted upon will be Unico's proposed acqui-
sition of the stock of Multiwave Innovation Pte. Ltd. and
the spin-off of Unico's wholly owned subsidiary corporation,
Intermountain Refining Co., Inc. Multiwave is a Singapore
company engaged in high tech product design and engineering.
Intermountain Refining Co. is a New Mexico Corporation
involved in energy related activities.
Unico shareholders will be asked to approve changing the
corporate name to Paradise Innovations Technology Corporation.
Unico currently markets its computer products under the
paradise name. Paradise Innovations designs, manufactures
and markets on a worldwide basis PC video conferencing
products, video adapter cards, and many other multimedia
and communication products under the globally recognized
PARADISE brand name.
Unico, Inc. stock is currently traded on the Over the Counter
Electronic Bulletin Board under the symbol UNRC. The company
has announced plans to apply for listing on a globally
recognized national stock exchange if the Multiwave acquisi-
tion is approved by shareholders and completed. It is
anticipated that Minex will own shares in both Paradise
Innovations and Intermountain Refining Co. when, and if, the
proposed mergers and acquisitions are completed. The Minex
percentage of ownership in Unico will be considerably diluted
by the proposed transaction, however management believes the
potential for future growth in the high technology industry
is currently better than that of the energy business, and
therefore intends to vote in favor of the proposals.
Item 2. Description of Properties
MINING PROPERTIES
The mineral assets of Minex consist of seven different
groups of properties. Because of Minex's lack of working
capital, it does not intend to do any significant develop-
ment work on its properties unless it is able to find partners
to finance such work, or unless it can lease claims to larger
companies, neither of which can be assured. Minex does plan
to continue making annual cash lease rental payments to the
federal government on its claims, and believes it has
sufficient financial resources to accomplish this task during
the coming year.
1. BALD MOUNTAIN PROSPECT
Minex located these seven unpatented Nevada lode mining
claims during March, 1985. This prospect includes approxi-
mately 127 acres. In November, 1992, Minex announced that it
had leased all seven claims to Placer Dome USA, Inc.
The claims are on the upper portion of Big Bald Mountain,
in White Pine County, Nevada, northwest of Ely, and are next
to other Placer-controlled ground. Placer owns and operates
several open pit gold mines and processing facilities at this
location.
Placer has the option to terminate the lease at any time.
The Minex-Placer lease provides for an advanced royalty
payment plus a "net smelter return" royalty if the property is
put into production. The sliding scale royalty ranges from
3 1/2 percent when gold is less than $350 per ounce to 5 1/2
percent if the price of gold is greater than $500 an ounce.
On October 13, 1993, Placer Dome requested that the
Bureau of Land Management consider a reorganization of the
Bald Mountain Mine Plan to incorporate the LJ Ridge explora-
tion area that includes two Minex Claims. Placer advised
Minex that drilling in the area was "encouraging."
In 1998, Placer Dome advised Minex that 6,100 tons of
material were mined and hauled to the leach pad from the
Minex SLP98 claim. The average grade of ore was 0.157 oz/
ton which resulted in recovery of 957 ounces of gold.
Exploration will continue in the "Banghart Zone" contained
on the Minex claims, but the main ore body appears to be
located approximately 300 to 600 feet north and west of
the Minex SLP98 claim. The advance royalty payments,
previously made to Minex by Placer Dome exceed the net
smelter return royalty that is due on the gold mined from
the Minex claim.
2. GOLD HILL PROSPECT
On August 18, 1986, Minex leased 27 of its Nye County,
Nevada Mining claims to Homestake Mining Company of
California. These claims are called the "Gold Hill Prospect"
by Minex and contain the 27 M-ACE claims which encompass
approximately 520 acres. The Minex claims are located 3.8
miles north of the Round Mountain Mine, which is one of the
world's largest heap leaching operations. After extensive
drilling on the Minex claims, Homestake and the Round Moun-
tain Mine Management Group canceled the lease in 1994.
The Minex M-ACE claims are adjacent to, and east of, the
old Gold Hill Mine. This mine was in production from about
1910 to 1933 and produced approximately 120,000 tons
averaging .25 ounces Au/ton, with an average gold/silver
ratio of 1:6. The Gold Hill Mine is under the current control
of Nevada Star Resources, a Canadian Company. At one time
this property was leased to Newmont Exploration Company.
Nevada Star has announced their claims have "drill indicated
gold resources in excess of 300,000 ounces of gold according
to calculation by an independent engineering company."
Minex acquired the M-ACE claims from Reno-based Cordex
Exploration Co. in late 1983. Both Cordex and Minex have
drilled exploration holes on the property and have found,
and announced, the presence of low-grade gold mineralization.
Additional drill proven gold reserves were announced when
the property was leased to the Round Mountain Mine.
During 1996, several companies including Newmont
Exploration Limited, expressed an interest in leasing the
M-ACE claims; but to date, no agreements have been reached,
and no assurance can be given that a future lease agreement
will be reached on this property. Minex has learned that
the operators of the Round Mountain Mine have recently
expanded their property holdings to the north and south of
the Minex claims.
Lower gold prices, Federal mineral royalty proposals
before Congress and the increasing movement of exploration
efforts by many larger gold mining companies to Central
and South America could have a negative effect on future
leases on these claims.
3. SWALES MOUNTAIN PROSPECT
The Swales Mountain claims owned by Minex consist of
10 unpatented lode claims (220 acres) located in Elko County,
Nevada. This mountain has attracted geologists' attention
because of some similarities to the exposed mineralized
formations in the nearby producing Carlin gold belt.
In August, 1987, Minex leased these claims to Coral
Resources, Inc. Minex received $20,000 in advance royalty
lease payments under terms of this lease.
On February 14, 1989, Coral advised Minex that it would
be terminating their lease on Swales Mountain. A subsequent
geological report indicates that seven drill holes were
drilled in the area with only one on Minex claims. No
significant gold mineralization was encountered within the
drill holes, but results did show interesting silver concen-
trations. Silver has been found in high angle shears
located proximal to the intrusive stock, with veins averaging
a foot or less in thickness and several hundred feet in
length.
Minex will continue working with Swales Mountain Gold
Co. of Elko, Nevada, who owns the other adjacent claim
groups, in an effort to interest other mining companies
in these properties. No assurance can be given that a new
lease can be negotiated, or that economic mineralization
will be found on this property.
4. MAGGIE CREEK PROSPECT
Minex has undivided 33.3% ownership in 96 unpatented
lode mining claims (approximately 1,825 acres) which are
located in Elko and Eureka Counties in northeastern Nevada.
The Maggie Creek claims are situated along the Carlin
Geologic Trend and because of recent developments in the area,
Minex regularly receives inquiries about the property.
Newmont Mining's Gold Quarry property, one of the largest
gold mines in the United States, is located two miles south-
west of the Minex claims. Newmont has claims surrounding
the Maggie Creek prospect, and reportedly has drilled deep
holes in the area, but Minex has no knowledge concerning the
results.
During 1988 and 1989, these claims were leased and
explored by Barrick Gold Exploration, Inc. Barrick acquired
other claims in this area and conducted a major exploration
study of this part of Nevada. However, during the summer
of 1990, Barrick advised Minex and its partners that because
of the low price of gold, and only limited success with the
drilling program, they would be terminating the exploration
agreement on this prospect. Barrick geologists prepared the
final report under terms of the agreement, and have suggested
specific locations for additional drill holes on the property.
The property has now been returned to Minex and its partners
who are attempting to interest other companies in conducting
the suggested drilling program. No assurances can be given
that new exploration partners can be found. This is
especially difficult when gold prices are low as is the
current situation.
5. OTHER PROSPECTS
Minex has interests in several other prospects. It has
performed exploration work on each of these, but has identified
no substantial mineralization. These prospects are being
retained because they do have some mineralization character-
istics that are similar to other gold and silver producing
properties in Nevada.
Pertinent facts relating to all of Minex's mineral
properties are set forth below:
Name of Prospect Annual
(Percent of Acre- Maint. Royalties
Working Interest) Location eage Fee Outstanding
Bald Mt. (100%) White Pine Co. 127 $ 700* 1% of amt.
Nevada received
Gold Hill (100%) Nye Co. 535 $2,700** 50% of amt.
Nevada received
Swales Mt. (100%) Elko Co. 220 $1,000 -0-
Nevada
Maggie Creek (33%) Elko & Eureka 1,852 $9,600*** -0-
Co., Nevada
Blind Mt. (100%) Lincoln Co. 44 $ 200 -0-
Nevada
Devil Creek (100%) Juab Co. 22 $ 100 -0-
Utah
Elko Mt. (100%) Elko Co. 264 $1,200 -0-
Nevada
* To be completed by Placer Dome USA, Inc.
** Net smelter return to Cordex
*** One-third of cost is Minex's responsibility
OIL AND GAS PROPERTIES
1. OSAGE PRODUCTION
No drilling activity was in process at the close of the
fiscal year. As a result of previous drilling activity, Minex
owns an interest in developed acreage. The following tables
set forth certain information regarding the productive wells
and acreage in which Minex owned an interest as of November 30,
1998:
Well Developed Acreage
Oil Wells Gross Net Gross Net
Osage Co., OK 5 .06 200 25
Gas Wells
Osage Co., OK 4(a) .50 160 20
(a) These wells were drilled in 1982 and produce minimal
amounts of gas during certain periods.
2. MADISON PRODUCTION
In September, 1983, Minex acquired 1.9% to 2.3% working
interest or net revenue interest in six producing oil wells in
the Teddy Roosevelt Field, Billings County, North Dakota.
Minex's consultants estimated that this property contained
approximately 15,800 barrels of proved oil reserves
attributable to the interest Minex acquired. Minex paid
the seller $135,000 for this interest. Minex's share
of the total production from these wells is about six
barrels of oil per day and a small amount of natural gas
(together with large amounts of water) which nets
approximately $400 per month to Minex. The wells were
drilled from 1979 through 1982 and have been producing
since then. There are additional prospective producing
zones in these wells.
3. MISCELLANEOUS
Minex has not filed any reports containing oil or gas
reserve estimates with any state, federal, or foreign govern-
mental authority or agency within the past twelve (12) months.
Item 3. Legal Proceedings
Minex currently has no legal proceedings outstanding.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders
during the fiscal year ended November 30, 1998.
PART II
Item 5. Market Price of the Registrant's Common Equity and
Related Stockholder Matters
Through fiscal 1998, the common stock of Minex Resources,
Inc. was traded over the counter. The bid price of the stock
for each quarter during the past two fiscal years as quoted
by the National Association of Securities Dealers and the
Electronic Bulletin Board under the Symbol MINX is as follows:
Range of Bid Prices
For Fiscal Year Ended Nov. 30, 1998 High Low
First Quarter .01 .005
Second Quarter .01 .01
Third Quarter .02 .01
Fourth Quarter .01 .01
For Fiscal Year Ended Nov. 30, 1997
First Quarter .01 .01
Second Quarter .02 .02
Third Quarter .01 .02
Fourth Quarter .01 .02
The above quotations represent prices between dealers
and do not include retail markup, markdown, or commission.
They do not represent actual transactions. Stock quotation
under the symbol MINX can be received daily at several
locations on the internet.
As of November 30, 1998, there were 2,763 record holders
of Minex's $.001 par value common stock.
No dividends have been declared with respect to the common
stock since Minex's inception. Minex does not intend to pay
any such dividends in the foreseeable future, however, there
are no contractual restrictions on the Registrant's present or
future ability to pay dividends.
Item 6. Selected Financial Data - For the Years Ended Nov. 30,
1994 1995 1996 1997 1998
Current Assets $ 47,594 $ 649 $ 217 $ 251 $ 1,482
Current Liab. 123,382 84,113 90,634 90,647 88,369
Working Cap. ( 75,788)( 83,464)( 90,417)( 90,396)( 86,887)
Total Assets 585,311 547,780 557,804 566,957 575,580
Total Liab. 123,382 84,113 90,634 90,647 88,369
Stockholders'
Equity 461,929 463,667 467,170 476,310 487,211
Operating
Revenue $ 43,909 $ 44,405 $ 54,215 $ 58,000 $ 58,739
Other revenue 17,712 -0- -0- -0- -0-
Net Income
(Loss) ( 20,927) 1,738 3,503 9,140 10,901
Net Income
(Loss) per
common
share * * * * *
* Less than $.01 per share
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
LIQUIDITY AND CAPITAL RESOURCES
During the 1998 fiscal year, Minex's working capital
increased by $3,509 to a negative $86,887 at November 30, 1998.
Working capital is gone. This must be off set by selling or
leasing Minex assets. Minex has sold some of its gold processing
and oil pumping equipment during previous years. Additional
equipment remains but no assurances can be given that this will
be sold in the coming year. Minex has pledged its UNICO, Inc.
stock for operating loans to the Riverton State Bank of Riverton,
Wyoming.
Minex's total assets increased by $8,623 to $575,580 during
the 1998 fiscal year. This is due to continuing expenditures
on Nevada mining claims, some of which have limited drill proven
gold reserves.
Minex has no material financial commitments during the
coming fiscal year ending November 30, 1999, except for paying
administrative costs, performing exploration work as warranted,
and paying required maintenance fees on federal government claims.
As a minimum, Minex will pay annual maintenance fees on its
unpatented lode mining claims at an aggregate cost of $8,400
prior to September 1, 1999. Minex will do its best to retain
the most valuable exploration properties in the future.
Year 2000 Issue
Computer programs written in the past utilize a two digit
format to identify the applicable year. Any date sensitive
software beyond December 31, 1999 could fail, if not modified.
The result could be, among other possibilities, disruptions to
operations and the inability to process financial transactions.
The Company has evaluated the operating systems on all head-
quarter computers and operating systems and has consulted with
various vendors of the computer software which is being used
by the Company and affiliates. The vendors have confirmed to
the Company that all of the Company's software and information
systems are Year 2000 compliant. The Company therefore does
not believe that significant expenditures will be required for
the Year 2000 event.
Effects of Changes in Prices
Mining operations and the acquisition, development and
sale of mineral properties are significantly affected by
changes in commodity prices. As prices for a particular
mineral increase, prices for prospects for that mineral
also increase, making acquisitions of such properties costly,
and sales advantageous. Conversely, a price decline
facilitates acquisitions of properties containing that
mineral, but makes sales of such properties more difficult.
Operational impacts of changes in mineral commodity prices
are common in the mining industry.
RESULTS OF OPERATIONS
Minex showed a profit of $10,901 during the year ended
November 30, 1998, as compared to a profit of $9,140 in 1997
and a profit of $3,503 in 1996. In general, the Minex profit
resulted from continuing revenues from oil and gas sales
plus advance royalty payments on Nevada mining claims coupled
with relatively low general and administrative costs.
Minex was able to hold its general and administrative
expenses to a low level by continuing the policy of making
very low salary payments for the remaining officers. A
significant portion ($73,622) of the accounts payable
liability is unpaid salary to the President of Minex.
Interest expenses increased from the previous years.
Management intends to continue taking all steps possible
to hold expenses to a low level. Minex does not believe that
such expenses can be reduced much more without adversely
affecting the company's necessary operations, and keeping
maintenance fees of federal land mining claims paid on the
remaining properties. At the current expense level, and
considering Minex's ability to borrow against its assets,
together with anticipated income from its oil and gas
properties plus advance royalty payments on mining claims,
funds should be adequate to ensure Minex's ability to
continue as a going concern during the current fiscal year.
The funds available are insufficient to allow Minex to expand
its operations. Therefore, it is unlikely Minex will be
able to expand operations beyond its current maintenance
program, plus conduct some limited additional exploration
activities in Nevada and Wyoming.
The Minex Board of Directors has approved management's
business plan to reduce expenditures as far as possible,
make every effort to sell or lease the company's mineral
assets to larger companies that have the financial resources
to develop the properties, and continue the company's limited
exploration for possible base and precious metal mineral
claims. This will be done on a continuing basis during the
next fiscal year, but no assurances can be given as to the
possible success of this business plan.
Except for historical information, many of the state-
ments, expectations and assumptions contained in the fore-
going are forward-looking statements. The realization of
any or all of these expectations is subject to a number of
risks and uncertainties and it is possible that the
assumptions made by management may not materialize.
The unaudited Financial Statement for the year ended
November 30, 1998 is as follows:
CLIFFORD H. MOORE AND COMPANY
Certified Public Accountants
205 South Broadway
Riverton, Wyoming 82501
1-307-856-9214
ACCOUNTANT'S COMPILATION REPORT
To the Board of Directors
Minex Resources, Inc.
Cheyenne, Wyoming 82009
We have compiled the accompanying balance sheets of Minex
Resources, Inc. (a corporation) as of November 30, 1998 and 1997,
and the related statements of income and retained earnings and
cash flows for 1998, 1997, and 1996, in accordance with Statements
on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of
financial statements information that is the representation of
management. We have not audited or reviewed the accompanying
financial statements and, accordingly, do not express an opinion
or any other form of assurance on them.
/s/ Clifford H. Moore & Co.
February 5, 1999
PART IV. FINANCIAL INFORMATION
MINEX RESOURCES, INC.
BALANCE SHEETS
NOVEMBER 30, 1998 AND 1997
SEE ACCOUNTANT'S COMPILATION REPORT
ASSETS
1998 1997
CURRENT ASSETS:
Cash $ 1,482 $ 251
Total current assets $ 1,482 $ 251
PROPERTY AND EQUIPMENT, AT COST:
Oil & gas properties, utilizing
the full cost method $ 1,152,938 $ 1,152,938
Undeveloped and developed mining
properties 216,261 208,869
Equipment and organization costs 72,972 72,972
Total properties and equipment $ 1,442,171 $ 1,434,779
Accumulated depreciation, depletion
& amortization ( 962,650) ( 962,650)
$ 479,521 $ 472,129
OTHER ASSETS:
Investment in affiliate (Note 3) $ 94,577 $ 94,577
TOTAL ASSETS $ 575,580 $ 566,957
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable - Bank $ 5,000 $ 10,500
Accounts payable 9,505 12,006
Accrued liabilities - officers 73,622 67,622
- others 242 519
Total current liabilities $ 88,369 $ 90,647
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value;
authorized 10,000,000 shares,
none outstanding $ -0- $ -0-
Common stock, 1 mill par value;
authorized 100,000,000 shares,
issued and outstanding
47,700,000 shares 47,700 47,700
Capital in excess of par value 2,581,431 2,581,431
Retained deficit ( 2,141,920) ( 2,152,821)
Total stockholders' equity $ 487,211 $ 476,310
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 575,580 $ 566,957
The accompanying notes to financial statements
are an integral part of these statements.
MINEX RESOURCES, INC.
STATEMENTS OF CHANGES IN RETAINED DEFICIT
FOR THE YEARS ENDED NOVEMBER 30, 1998, 1997 AND 1996
SEE ACCOUNTANT'S COMPILATION REPORT
1998 1997 1996
Beginning balance,
retained deficit,
December 1 ($ 2,152,821) ($ 2,161,961) ($ 2,165,464)
Net income for the year
ended November 30 10,901 9,140 3,503
Ending balance,
retained deficit,
November 30 ($ 2,141,920) ($ 2,152,821) ($ 2,161,961)
The accompanying notes to financial statements
are an integral part of these statements.
MINEX RESOURCES, INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED NOVEMBER 30, 1998, 1997 AND 1996
SEE ACCOUNTANT'S COMPILATION REPORT
1998 1997 1996
REVENUES:
Oil and gas sales $ 8,739 $ 13,000 $ 14,215
Advance royalty 50,000 45,000 40,000
Total revenues $ 58,739 $ 58,000 $ 54,215
COSTS AND EXPENSES:
Oil and gas production
expenses $ 6,795 $ 7,979 $ 10,081
Mineral property -0- -0- -0-
Depreciation, depletion
and amortization -0- -0- -0-
General and administra-
tive 32,884 36,851 37,667
Interest 8,159 4,030 2,964
Total costs and
expenses $ 47,838 $ 48,860 $ 50,712
INCOME (LOSS) BEFORE
INCOME TAX (BENEFITS) $ 10,901 $ 9,140 $ 3,503
PROVISION FOR INCOME TAX -0- -0- -0-
NET INCOME (LOSS) $ 10,901 $ 9,140 $ 3,503
INCOME (LOSS) PER
COMMON SHARE * * *
WEIGHTED AVERAGE NUMBER
OF COMMON AND COMMON
EQUIVALENT SHARES
OUTSTANDING 47,700,000 47,700,000 47,700,000
* Less than $.01 per share
The accompanying notes to financial statements
are an integral part of these statements.
MINEX RESOURCES, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED NOVEMBER 30, 1998, 1997 AND 1996
SEE ACCOUNTANT'S COMPILATION REPORT
1998 1997 1996
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $ 10,901 $ 9,140 $ 3,503
ADJUSTMENTS TO RECONCILE NET
INCOME (LOSS) TO NET CASH
PROVIDED BY OPERATING
ACTIVITIES:
Other liabilities 5,723 5,523 7,996
CHANGES IN ASSETS AND
LIABILITIES:
Accounts payable ( 2,501) 3,312 1,398
Net cash provided by
operations $ 14,123 $ 17,975 $ 12,897
INVESTING ACTIVITIES:
Capital expenditures ($ 7,392) ($ 9,119) ($ 10,456)
FINANCING ACTIVITIES:
Additions to short term
debt $ 34,400 $ 33,678 $ 35,000
Reductions of short term debt ( 39,900) ( 42,500) ( 37,873)
Net cash provided (used)
by financing activities ($ 5,500) ($ 8,822) ($ 2,873)
Net increase (decrease) in cash
and cash equivalents $ 1,231 $ 34 ($ 432)
Cash and cash equivalents at
beginning of year 251 217 649
Cash and cash equivalents
at end of year $ 1,482 $ 251 $ 217
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Interest paid $ 8,159 $ 4,030 $ 2,964
The accompanying notes to financial statements
are an integral part of these statements.
MINEX RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1998, 1997 AND 1996
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
GENERAL
This summary of significant accounting policies of Minex
Resources, Inc. is presented to assist in understanding the
Company's financial statements.
ORGANIZATION
The Company was incorporated under the laws of Wyoming on
June 12, 1980, to acquire, sell, explore and develop mineral
and oil and gas properties. To date, the Company, since
inception, has engaged in property acquisition, financial
activities, investments-at-equity, and had begun production
from oil and gas activities.
INVESTMENT IN AFFILIATE
Investment in the affiliated Company is accounted for using
the cost method of accounting. See Note 3 for further
explanation.
OIL AND GAS PROPERTIES
The Company follows the "full cost" method of accounting for
its investments in oil and gas. The Company capitalizes all costs
associated with property acquisition, exploration, and development
activities including internal costs that can be specifically
identified. No gains or losses are recognized on the abandonment
or sale of oil and gas properties unless the transaction involves
the sale of significant reserves.
Amortization of capitalized costs is computed using the
unit-of-production method based on proved reserves as determined
by the Company. The total oil and gas capitalized costs are
subject to a ceiling limitation. This limitation is the total
of the present value of the net future revenues from estimated
reserves and the estimated market value of unimproved properties
less the present value of any future development and completion
costs. Any capitalized costs in excess of this limitation are
written off as amortization expense.
MINING EXPLORATION AND DEVELOPMENT COSTS
The Company capitalizes all costs of acquiring, exploring
and developing unproven mining properties. Mine development
costs, including lease payments, interest and depreciation
incurred in bringing claims to the condition necessary for
their intended use are capitalized. All properties are
reviewed periodically on a claim-by-claim basis to determine
if any impairment of value exists. All capitalized costs
associated with a claim are charged to expense at the time it
MINEX RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1998, 1997 AND 1996
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Continued:
MINING EXPLORATION AND DEVELOPMENT COSTS - Continued
is determined that impairment has occurred. Gains or losses on
sales of mining properties will be included in current operations.
The capitalized mine development costs are charged to operations
using the unit-of-production method based on the estimated ounces
of economically recoverable gold associated with the claims being
mined.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost. Equipment is
depreciated on the straight-line method over estimated useful lives
of three to eight years. All equipment owned by the Company was
fully depreciated at November 30, 1995.
INCOME TAXES
Income taxes are provided on all revenue and expense items,
regardless of the period which such items are recognized for tax
purposes, except for those items representing a permanent
difference between pre-tax accounting income and taxable income.
PROFIT OR LOSS PER SHARE
Profit or loss per share calculations are based on the
weighted average number of shares of common and common stock
equivalents outstanding for the years ended November 30, 1998, 1997
and 1996.
USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
MINEX RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1998, 1997 AND 1996
NOTE 2: PROPERTY AND EQUIPMENT:
A summary of property and equipment is as follows:
1998 1997
OIL AND GAS PROPERTIES:
Unproved properties $ 95,185 $ 95,185
Abandoned properties and dry
hole cost 168,075 168,075
Proved properties, including
related equipment 889,678 889,678
Total oil and gas properties $ 1,152,938 $ 1,152,938
DEVELOPED AND UNDEVELOPED MINING
PROPERTIES:
Undeveloped properties $ 216,261 $ 208,869
Developed properties - gold -0- -0-
Total mining properties $ 216,261 $ 208,869
FURNITURE AND EQUIPMENT $ 72,972 $ 72,972
TOTAL $ 1,442,171 $ 1,434,779
LESS: ACCUMULATED DEPRECIATION, DEPLETION
AND AMORTIZATION:
Beginning balance $ 962,650 $ 962,650
Current year's amortization -0- -0-
Ending balance $ 962,650 $ 962,650
Furniture and equipment deprec. -0- -0-
TOTAL $ 962,650 $ 962,650
NET TOTAL $ 479,521 $ 472,129
NOTE 3: INVESTMENT IN AFFILIATE:
On August 15, 1983, Minex Resources, Inc. acquired 45%
(4,500 shares) of the outstanding stock of Methanol Production
Corporation ("MPC").
On July 12, 1988, the assets of MPC were sold to UNICO,
Inc. As a result of this transaction, and a later decision to
liquidate MPC, Minex received 945,773 shares of UNICO common
stock which was reduced to 47,288 shares after a 20 to 1
reverse split on July 28, 1994. In accordance with currently
acceptable accounting practices, Minex shows 80% of the NASDAQ
market value of UNICO stock ($.125 bid as of July 12, 1988)
on its balance sheet. The bid price of UNICO, Inc. as of
November 30, 1998 was $2.00. No adjustments have been made to
carrying value to reflect current market value.
MINEX RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1998, 1997 AND 1996
NOTE 4: MINERAL PROPERTIES:
All mineral properties are in Utah or Nevada. Management
has determined that the Fair Market Value of these claims
exceeds the book carrying value.
NOTE 5: NOTES PAYABLE:
November 30, 1997:
Notes payable (line of credit) to Riverton State Bank of
Riverton consist of the following:
Secured by UNICO stock.
The interest rate on this note ranges from
2 to 3 points over prime $ 10,500
November 30, 1998:
Notes payable (line of credit) to Riverton State Bank of
Riverton consist of the following:
Secured by UNICO stock.
The interest rate on this note ranges from
2 to 3 points over prime $ 5,000
NOTE 6: INCOME TAXES:
The 1998, 1997, and 1996 net income is offset by net
operating loss carryovers to produce no net income tax due.
At November 30, 1998, the Company has available, for
federal income tax purposes, a net operating loss carry-
forward of approximately $1,235,000. Losses carried over
from the early years of the company are now expiring.
NOTE 7: COMMITMENTS AND CONTINGENCIES:
In connection with the unpatented lode mining claims,
the Company must pay annual rental fees on the remaining 155
mining claims at $100 per claim for a total of $15,500 in
order to retain possessory title for the ensuing year.
All but $8,400 will be paid by lessees, and partners.
Minex has no legal suits outstanding.
MINEX RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1998, 1997 AND 1996
NOTE 8: MAJOR CUSTOMERS:
Certain customers who accounted for more than 10%
individually of the Company's revenues, are as follows:
Years Ended November 30,
1998 1997 1996
Koch Oil Company $ 1,882 $ 2,956 $ 3,839
Snyder Oil Company $ -0- $ -0- $ 8,138
Farmland Industries $ 1,179 $ -0- $ -0-
Westport Oil $ 5,504 $ 5,554 $ -0-
Placer Dome $50,000 $45,000 $40,000
NOTE 9: SEGMENT INFORMATION:
During the years ended November 30, 1998, 1997 and 1996,
the Company operated in two industry segments: oil and gas
exploration, and mineral exploration and development
(primarily gold). Segment information consists of the following:
Years Ended November 30,
1998 1997 1996
REVENUE:
Oil and gas $ 8,739 $ 13,000 $ 14,215
Mineral exploration and
development $ 50,000 $ 45,000 $ 40,000
EXPENSES:
Oil and gas expenses $ 6,795 $ 7,979 $ 10,081
IDENTIFIABLE ASSETS, NET OF ACCUMULATED
DEPRECIATION, DEPLETION AND AMORTIZATION:
Oil and gas $ 263,260 $ 263,260 $ 263,260
Mineral $ 216,261 $ 208,869 $ 199,000
NOTE 10: UNAUDITED OIL AND GAS RESERVE INFORMATION:
No costs were incurred in oil and gas property acquisi-
tions, explorations and development activities during 1998,
1997 and 1996.
The reserve estimates presented as of November 30, 1998,
1997 and 1996 were prepared by the Company and independent
petroleum consultants. The Company cautions that there are
many uncertainties inherent in estimating proved reserve
quantities and in projecting future production rates and the
timing of development expenditures. In addition, reserve
estimates of new discoveries that have little production
history are more imprecise than those of properties with
more production history. Accordingly, these estimates are
expected to change as future information becomes available.
MINEX RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1998, 1997 AND 1996
NOTE 10: UNAUDITED OIL AND GAS RESERVE INFORMATION:
CONTINUED:
Proved oil and gas reserves are the estimated quantities
of crude oil, condensate, natural gas and natural gas liquids
which geological and engineering data demonstrate with
reasonable certainty to be recoverable in future years from
known reservoirs under existing economic and operating
conditions.
Proved developed oil and gas reserves are those reserves
expected to be recovered through existing wells with existing
equipment and operating methods.
Net quantities of proved reserves and proved developed
reserves of crude oil and natural gas (all of which are located
within the United States) are as follows:
RESERVE QUANTITY INFORMATION FOR THE YEARS ENDED
NOVEMBER 30, 1998, 1997 AND 1996
OIL GAS
(Bbls) (MCF)
PROVED RESERVES
Estimated quantity, November 30, 1996 58,084 85,478
1997 production ( 800) ( 482)
Estimated quantity, November 30, 1997 57,284 84,996
1998 production ( 752) ( 453)
Estimated quantity, November 30, 1998 56,532 84,543
PROVED RESERVES
Developed Undeveloped Total
OIL (Bbls)
November 30, 1996 38,084 20,000 58,084
November 30, 1997 37,284 20,000 57,284
November 30, 1998 36,532 20,000 56,532
GAS (MCF)
November 30, 1996 56,078 29,400 85,478
November 30, 1997 55,596 29,400 84,996
November 30, 1998 55,143 29,400 84,543
Effective for fiscal years beginning after December 15,
1982, Statement of Financial Accounting Standards No. 69,
"Disclosures About Oil and Gas Producing Activities," all
publicly traded companies are required to disclose the
standardized measure of discounted future net cash flows
relating to proved oil and gas reserve quantities. At November
30, 1986, the Company has elected to use the disclosures
required by this statement in lieu of reserve recognition
accounting disclosures required in prior years.
MINEX RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1998, 1997 AND 1996
NOTE 11: RELATED PARTY TRANSACTIONS:
Minex Resources, Inc. accrued wages due to its president
at the rate of $500 per month during the fiscal year ended
November 30, 1998. Minex Resources, Inc. pays the President's
spouse $500 per month for services. Minex Resources, Inc.
pays rent to its President for office space in the amount of
$2,400 per year.
MINEX RESOURCES, INC.
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
Balance at Balance at
Classifi- beginning Additions Retire- Other end of
cations of period at cost ments changes period
Year ended
11/30/96:
Oil and gas
properties $ 1,152,938 $ -0- $ -0- $ -0- $ 1,152,938
Undeveloped
mining
properties 189,294 10,456 -0- -0- 199,750
Equipment 71,073 -0- -0- -0- 71,073
$ 1,413,305 $ 10,456 $ -0- $ -0- $ 1,423,761
Year ended
11/30/97:
Oil and gas
properties $ 1,152,938 $ -0- $ -0- $ -0- $ 1,152,938
Undeveloped
mining
properties 199,750 9,119 -0- -0- 208,869
Equipment 71,073 -0- -0- -0- 71,073
$ 1,423,761 $ 9,119 $ -0- $ -0- $ 1,432,880
Year ended
11/30/98:
Oil and gas
properties $ 1,152,938 $ -0- $ -0- $ -0- $ 1,152,938
Undeveloped
mining
properties 208,869 7,392 -0- -0- 216,261
Equipment 71,073 -0- -0- -0- 71,073
$ 1,432,880 $ 7,392 $ -0- $ -0- $ 1,440,272
Intangible
Assets:
Organi-
zation
costs $ 1,899 $ -0- $ -0- $ -0- $ 1,899
Total
Property and
Equipment on
balance
sheet $ 1,434,779 $ 1,442,171
MINEX RESOURCES, INC.
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND
AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
Balance at Balance at
Classifi- beginning Additions Retire- Other end of
cations of period at cost ments changes period
Year ended
11/30/96:
Oil and gas
properties $ 889,677 $ -0- $ -0- $ -0- $ 889,677
Equipment 71,074 -0- -0- -0- 71,074
$ 960,751 $ -0- $ -0- $ -0- $ 960,751
Year ended
11/30/97:
Oil and gas
properties $ 889,677 $ -0- $ -0- $ -0- $ 889,677
Equipment 71,074 -0- -0- -0- 71,074
$ 960,751 $ -0- $ -0- $ -0- $ 960,751
Year ended
11/30/98:
Oil and gas
properties $ 889,677 $ -0- $ -0- $ -0- $ 889,677
Equipment 71,074 -0- -0- -0- 71,074
$ 960,751 $ -0- $ -0- $ -0- $ 960,751
Intangible
Assets:
Organization
costs $ 1,899 $ -0- $ -0- $ -0- $ 1,899
Total
accumulated
depreciation,
depletion and
amortization
on balance
sheet $ 962,650 $ 962,650
MINEX RESOURCES, INC.
SCHEDULE IX - SHORT TERM BORROWINGS
COLUMN A COLUMN D COLUMN E COLUMN F
Category of Maximum amount Average amount Weighted average
aggregate outstanding outstanding interest rate
short-term during during during
borrowings the period the period the period
For the year
ended 11/30/96,
payable to bank * $ 49,500 $ 28,139 8.50%
For the year
ended 11/30/97,
payable to bank * $ 42,500 $ 27,904 9.75%
For the year
ended 11/30/98,
payable to bank * $ 39,900 $ 19,090 9.46%
* The average monthly borrowings and weighted average interest
rates were determined by using month-end balances of borrowings,
and interest rates applicable thereto.
COLUMNS B and C omitted as the answers are "none."
Item 8. Disagreements on Accounting and Financial Disclosure
There have been no disagreements with the Company's
accountants on accounting or financial disclosure matters.
Minex has filed unaudited financial statements for the years
ended November 30, 1986 through 1998 in accordance with
current Securities and Exchange regulations for companies
with small incomes.
Miscellaneous
The address and telephone number of the transfer agent for
Minex Resources, Inc. stock is:
American Securities Transfer and Trust
1825 Lawrence Street, No. 444
Denver, CO 80202
(303) 234-5300
PART III
Item 9. Directors and Executive Officers of the Registrant
(a)(1)(2)(3) Identification of Directors and Executive Officers
Members of the Registrant's Board of Directors are elected
to hold office until the next annual meeting of shareholders
and until their successors are elected or appointed and
qualified. Officers are appointed by the Board of Directors
until a successor is elected and qualified or until resignation,
removal or death. The Registrant's executive officers and
directors are listed below:
Dennis W. Tippets1, Chairman of the Board, President,
Treasurer, Director, Age 60, Elected 1980
Dianne B. Tippets1, Vice President, Secretary, Age 60,
Elected 1980
Roger D. Ellis, Director, Age 51, Appointed 1980
R. Bruce Trimble, Director, Age 73, Appointed 1981
1 Dennis W. Tippets is the husband of Dianne B. Tippets
(b) There are no arrangements or understandings pursuant
to which any director or officer has been selected to act
as such.
(c) The principal occupations and statement of experience
of each director and each executive officer of Minex
Resources, Inc. is as follows:
Dennis W. Tippets
Mr. Tippets has been President and a Director of the
Company since its inception in June, 1980. He served four
years as a Director of Methanol Production (MPC), a former
affiliate of Minex. Mr. Tippets is currently employed
by the State of Wyoming as Chairman of the State Board
of Equalization. In this capacity, he serves as an
Administrative Law Judge who hears tax appeals. From
January, 1995 until March, 1997, Mr. Tippets served as
Mayor of Riverton, Wyoming. Mr. Tippets was previously
elected to four terms in the Wyoming House of Represen-
tatives from 1984 until 1992. He has also served as
Chairman of the Science, Technology and Resource Planning
Committee for the National Conference of State Legislators.
From June 1976 to June 1980, Mr. Tippets was self
employed as a nationally-designated real estate appraiser
by Tippets Appraisal Service, a company established and
operated by himself, his wife and another individual.
From 1971 to 1976, Mr. Tippets was Vice President of
Stylhomes, Inc. of Riverton, Wyoming. During this period,
he supervised over 80 employees engaged in the construction
business. From 1968 to November 1971, Mr. Tippets was
regional manager and project manager for Roy Jorgensen
Associates, Inc. of Gaithersburg, Maryland, an engineering
and management consulting firm. From 1965 to 1968, Mr.
Tippets was personnel administrator for Lamb-Grays Harbor
Co., Inc. of Hoquiam, Washington, a manufacturer of heavy
machinery.
Mr. Tippets is a Wyoming native, and received a
Bachelor of Arts degree from the University of Colorado
in Boulder.
Roger D. Ellis
Mr. Ellis has been a Director of the Company since its
inception in June, 1980 and was a Director of MPC. He
served as Vice President of Minex until his resignation to
pursue other activities in June, 1985. Before joining Minex,
Mr. Ellis was operations engineer for Federal-American Partners
of Riverton, Wyoming. While at Federal-American, Mr. Ellis
was responsible for development and supervision of mine
operations reports, testing and evaluation of operating equip-
ment, drilling and blasting programs, and a variety of other
supervisory tasks. From 1975 to 1977, Mr. Ellis was senior
mining engineer with Federal-American Partners in a mine
planning and evaluation capacity. From 1973 to 1975, Mr.
Ellis was employed by Carlin Gold Mining Company of Carlin,
Nevada as mine geologist and assistant to the chief engineer.
His responsibilities included supervising all geologic
activities. From September 1971 to June 1973, Mr. Ellis was
employed by Duval Corporation in Kingman, Arizona, as a
geologist and mining engineer responsible for pit geology,
mine scheduling, and production accounting.
Mr. Ellis holds a Master of Science degree in Mining
Geology from the University of Texas at El Paso and a
Bachelor of Science degree in Geology from Weber State
University. Mr. Ellis has received the Master of Business
Administration degree from Brigham Young University and is
currently employed by Campbell Scientific, Inc., located in
Logan, Utah.
R. Bruce Trimble
Mr. Trimble has served as a Director of the Company
since January, 1981 and was a Director of MPC. He is
currently an independent oil and gas geological consultant
in Denver, Colorado. From 1972 to 1983, he was employed
by National Resources Corporation of Denver, Colorado, as
its chief geologist responsible for developing oil and gas
prospects in the contiguous United States. Previous to his
employment with NRC, he was employed as a petroleum
geologist by Champlin Oil Company of Fort Worth, Texas, the
Union Pacific Railroad Company - Natural Resources Division
in Denver, Colorado, Atlantic Richfield Company and Gulf
Oil Corporation.
Mr. Trimble graduated from Brigham Young University
with a Bachelor of Science degree in Geology in 1952, and
has completed post-graduate studies in geology at that
University. Mr. Trimble is a member of the American
Association of Petroleum Geologists, and the Rocky Moun-
tain Association of Geologists.
Dianne B. Tippets
Mrs. Tippets has served as Secretary of the Company
since it was founded in June, 1980, and as Treasurer from
1983 to 1985. She was elected Vice President of the
Company in June, 1985. She has also been employed by
the Company on a part-time basis in a secretarial
capacity. Mrs. Tippets, the wife of Dennis W. Tippets,
President and Director of the Company, is also employed
as a certified real estate appraiser and officer of
Tippets Appraisal Service, P.C. in Cheyenne, Wyoming.
From 1976 to May 1980, she served as manager of the
Southglenn Apartments in Riverton where her responsi-
bilities included providing secretarial and bookkeeping
services for this organization. From 1963 to 1967, Mrs.
Tippets taught in an elementary school in Hoquiam,
Washington, and in 1961-62, she taught in a Junior High
School in Jefferson County, Colorado. Other business
experience includes employment at the University of
Colorado Admission Office, the First National Bank
of Fleming, Colorado and ownership of wheat farmland
in northeastern Colorado.
Mrs. Tippets received a Bachelor of Arts Degree
from the University of Colorado at Boulder in 1961. In
February, 1995, Mrs. Tippets was reappointed by the
Governor of Wyoming to a six-year term as a member of
the seven-person Wyoming State Board of Parole. This
appointment has been confirmed by the Wyoming State
Senate and Mrs. Tippets currently holds the position
of Vice Chairman of the Wyoming Parole Board.
(c) Family Relationships.
Dennis W. Tippets is the husband of Dianne B.
Tippets.
(d) Involvement in Certain Legal Proceedings.
During the past five years, no director or person
nominated to become a director, or executive officer
of the Registrant:
(1) has filed or had filed against him, a
petition under the federal bankruptcy law or any state
insolvency law, nor has any court appointed a receiver,
fiscal agent or similar officer by or against any
business of which such person was a general partner,
or any corporation or business association of which
he was an executive officer within two years before
the time of such filing;
(2) was convicted in a criminal proceeding or
is the named subject for a pending criminal preceding
(excluding traffic violations and other minor
offenses);
(3) was the subject of any order, judgment, or
decree, not subsequently reversed, suspended or vacated,
or any court of competent jurisdiction, permanently or
temporarily enjoining, barring or suspending him from,
or otherwise limiting his involvement in, any type of
business, securities or banking activities, or
(4) was found by a court of competent jurisdiction
in a civil action or by the Securities and Exchange
Commission or the Commodity Futures Trading Commission
to have violated any federal or state securities or
commodities law, and the judgment in such civil action
or finding by the Commission has not been subsequently
reversed, suspended or vacated.
Based upon a review of Forms 3 and 4 furnished to
the Registrant pursuant to Rule 16a-3(e) since January
1, 1995, and written representations referred to in
Item 405(b)(2)(i) of Regulation S-K, no directors,
officers, beneficial owners of more than ten percent
of the Registrant's common stock, or any other person
subject to Section 16 of the Exchange Act failed for
the period from January 1, 1995 through November 30,
1998, to file on a timely basis the reports required
by Section 16(a) of the Exchange Act.
Item 10. Executive Compensation
(a) No executive officer of the Registrant received
aggregate cash compensation from the Registrant in
excess of $15,000 during the Registrant's last fiscal
year. The following table contains information with
respect to the aggregate compensation accrued by the
Registrant for the fiscal year ended November 30,
1998 to the chief executive officer:
Name and Principal Position Annual Compensation
Year Salary Bonus
Dennis W. Tippets, CEO 1998 $6,000 $ -0-
1997 $6,000 $ -0-
1996 $12,000 $ -0-
During fiscal 1998, Mr. Tippets was paid or
accrued salary, at an annual part-time salary rate
of $6,000. Mrs. Tippets was paid a salary at $500
per month for her duties as Vice President and
Secretary.
(b) Compensation Pursuant to Plans
Minex has adopted an Incentive Stock Option Plan
and a Nonqualified Stock Option Plan. Both plans are
administered by the Compensation Committee of the Board
of Directors. No options have yet been granted under
either plan.
(c) Other Compensation
Minex provides Mr. Tippets with a 1989 Jeep
Cherokee which he uses for both business and personal
purposes on a nonaccountable basis.
Minex assists in providing Mr. and Mrs. Tippets
with health insurance benefits. Minex pays for a
$150,000 life insurance policy for the benefit of Mr.
Tippets when cash flow permits, and pays his Cheyenne
Rotary Club membership dues. Minex does not believe
that the aggregate value of such additional compen-
sation exceeds 50% of the salaries of either person.
(d) Compensation of Directors
R. Bruce Trimble and Roger D. Ellis, Directors,
are entitled to $300 for each meeting of the Board of
Directors or any committee thereof which they attend
in person. All Directors and employees are also
reimbursed for actual expenses incurred on behalf
of Minex.
(e) Termination of Employment and Change of Control
Arrangements
None of Minex's employees have an employment
contract and there are no arrangements known to Minex
relating to potential termination of employment by any
person or change of control.
Item 11. Security Ownership of Certain Beneficial
Owners and Management
Amount and
nature of
Title Name and Address of beneficial Percent
of Class beneficial holder ownership of class
Common Dennis W. Tippets (1)(3) 3,150,000 6.6%
7227 Bridle Drive
Cheyenne, WY 82009
Common Roger D. Ellis (2)(3) 2,950,000 6.2%
1725 East 1550 North
Logan, UT 84321
Common Leslie W. Larsen (2) 2,725,000 5.7%
(Estate)
Route 1, Box 431C
Riverton, WY 82501
Common R. Bruce Trimble (2)(3) 326,000 .7%
1656 South Holland Crt.
Lakewood, CO 80226
Common All officers and directors
as a group (five persons) 9,151,000 19.2%
Common Richard F. Sexauer,
Sr. (4) 4,789,000 10.04%
140 Mansey Place
Manhasset, NY 11030
(1) An officer and directory of Minex.
(2) A former director of Minex.
(3) A former director of MPC.
(4) Not an officer or director of Minex.
There are no arrangements known to Minex which may
result in change of control of Minex. Mr. Richard F.
Sexauer, Sr. has accumulated a significant number of
shares of Minex and reportedly filed the required Form
13(d) with the Securities and Exchange Commission.
Item 12. Certain Relationships and Related Transactions
12(a)(b) Since June 1, 1991, there were no transactions
and there are no proposed transactions win which the amount
involved exceeds $60,000 and in which any executive officer,
nominee, or director of the Registrant, any security holder
who is known by the Registrant to hold of record or bene-
ficially more than five percent of any class of the
Registrant's voting securities or any member of the
immediate family of any of the foregoing person, had or
will have a direct or indirect material interest.
Item 13. Exhibits, Financial Statements, Schedules, and
Reports on Form 8-K
(a) The following documents are filed as part of this
report:
1. Financial Statements:
Balance Sheets, November 30, 1998 and 1997
Statement of Operations for the years ended
November 30, 1998, 1997, and 1996
Statement of Cash Flows for the years ended
November 30, 1998, 1997, and 1996
Statement of Stockholders' Equity for the
years ended November 30, 1998, 1997, and 1996
Notes to Financial Statements
2. Financial Statement Schedules:
Schedule V - Property, Plant and Equipment for
the years ended November 30, 1998, 1997, and
1996
Schedule VI - Accumulated Depreciation,
Depletion and Amortization of Property, Plant
and Equipment for the years ended November 30,
1998, 1997, and 1996
Schedule IX - Short-term Borrowings
Schedules other than that listed above are omitted
for the reason that they are not required or are not
applicable, or the required information is shown in the
financial statements or notes thereto.
(b) No reports on Form 8-K were filed with the Securities
and Exchange Commission during the last fiscal year.
(c) Exhibits
Exhibit
Number Title of Exhibit
3 Articles of Incorporation and the Bylaws of
Minex Resources, Inc., incorporated by
reference from Exhibits 3.1 and 3.2 to the
Form S-1 Registration Statement filed by
Minex pursuant to the Securities Act of
1933 (Registration No. 2-70563).
10.1 Agreement with Centennial Petroleum, Inc.
incorporated by reference from the Annual
Report on Form 10-K in the year ended
November 30, 1982.
10.2 Agreement for the exploration and development
of Firecreek Prospect, incorporated by
reference from the Annual Report on Form 10-K
in the year ended November 30, 1982.
10.3 Agreement dated August 15, 1983 with Methanol
Production Corporation, incorporated by
reference from Current Report and Form 8-K
dated August 15, 1983.
10.4 Mining Lease dated August 13, 1986 between
Minex Resources, Inc. and Homestake Mining
Company of California concerning the M-ACE
claims situate in Nye County, Nevada,
incorporated by reference from the Annual
Report on Form 10-K in the year ended
November 30, 1986.
10.5 Mining Lease Agreement and Option to Purchase
dated August 28, 1987 between Minex Resources,
Inc. and Coral Resources, Inc. of Nevada
concerning the MX claims situate in Elko
County, Nevada, incorporated by reference
from the Annual Report on Form 10-K in the
year ended November 30, 1987.
10.6 Baron-Maggie Creek Joint Venture Agreement
dated August 13, 1988 between Maggie Creek
Mining Company, Minex Resources, Inc., and
International Baron, Inc. concerning
exploration and possible mining ventures on
the Maggie Creek claims located in Elko and
Eureka counties of Nevada.
10.7 Letter of Intent to amend Baron-Maggie Creek
Joint Venture to include Barrick Gold
Exploration, Inc. as manager of the Venture.
10.8 Mining Lease dated October 20, 1992 between
Minex Resources, Inc. and Placer Dome USA,
Inc., a California Corporation concerning the
seven SLP mining claims situate in White Pine
County, Nevada, incorporated by reference from
the Annual Report on Form 10-K in the year
ended November 30, 1992.
22 Affiliates of the Registrant:
Methanol Production Corporation, a Colorado
corporation which was liquidated in December,
1987.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
MINEX RESOURCES, INC.
Date: February 25, 1999 By:/s/ Dennis W. Tippets
Dennis W. Tippets, President
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
dates indicated.
Date: February 25, 1999 /s/ Dennis W. Tippets
Dennis W. Tippets
President, Treasurer, Director,
Chief Operating Officer and
Chief Financial Officer
Date: February 25, 1999 /s/ Roger D. Ellis
Roger D. Ellis
Director
Date: February 25, 1999 /s/ R. Bruce Trimble
R. Bruce Trimble
Director
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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