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, 1999
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.)
1614 Gannett Drive
Riverton, Wyoming 82501-3115
(Address of principal (Zip Code)
executive offices)
Issuer's telephone number, including area code: (307)857-5510
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
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 requirements for
the past 90 days: Yes _____ No XXX
Registrant's revenues in fiscal year 1999 were $56,422.
State the aggregate value of the voting stock held by non-
affiliates of the Registrant: $385,416 as of February 22, 2000.
The average bid and asked prices of such stock on February 22,
2000, was $0.01. The number of shares of Registrant's $.001 par
value common stock outstanding as of February 22, 2000 was:
47,700,000 shares
The Exhibit Index for this Form 10-KSB begins on sequential page
number 35.
Total number of pages (including exhibits) is 37.
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 of UNICO. In 1999, control of UNICO was transferred
to a California group whose core business is designing,
manufacturing and marketing computer and internet communication
products. The refining, real estate, and oil and gas assets of
UNICO were transferred to Intermountain Refining Co. which has
recently filed Form S-12 application with the Securities and
Exchange Commission.
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 (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,
including Homestake Mining Company, 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 were recovered from the "Banghart Zone" located
on the Minex SLP 98 claim. A limited amount of additional ore was
recovered in 1999, but the ore encountered recovery problems in the
leading process. Exploration continues on the claims. (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, molybdenum, and diamonds. 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, 1999.
(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 maintain 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 otherwise 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
sighting. 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, Intermountain Refining Co., Inc. ("IRC").
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. UNICO shareholders approved
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. This new
company has not been a financial success to date. UNICO, Inc.
stock is currently traded on the Over the Counter Electronic
Bulletin Board under the symbol UNRC.
On November 18, 1999, Intermountain Refining Co., Inc. filed
a Form S-1 with the U.S. Securities and Exchange Commission (SEC).
This document contains a proposal to take the shares of IRC public.
The proposed offering price is the estimated net book value of IRC
of $1.95 per share with 1,155,609 shares outstanding. This
proposal has not yet been approved by the SEC. No assurance can be
made that the company will go public or what the actual offering
price may be. Minex will own 47,288 shares (.041%) of the
outstanding stock of IRC if the proposal is approved.
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 development 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 approximately 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 exploration 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. Mining 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.
Placer Dome did additional mining and exploration on the Minex
claims during the summer of 1999. Minex has not been advised of
the final results of this work, but Placer Dome extended the lease
on the property for another year.
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 gold heap leaching operations.
After extensive drilling on the Minex claims, Homestake and the
Round Mountain 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 in 1983 from a company that no
longer exists. Both the previous owner and Minex drilled
exploration holes on the property and 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 the past three years, several companies including
Newmont Exploration Limited and Homestead Mining Company have
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
confirmed that the operators of the Round Mountain Mine have
recently expanded their property holdings to the north and south of
the Minex claims.
Low 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 concentrations. 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 southwest 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 characteristics that are
similar to other gold and silver producing properties in Nevada.
The Wyoming Geological Survey located at the University of
Wyoming, believes the state could become a major diamond producing
area of North America. Numerous breccia pipes, several of which
contain kimberlite, have been identified in the state. Kimberlite
is one of only two rock types that are mined for diamonds. Minex
has been monitoring these government exploration activities, and
has conducted a limited amount of exploration work in areas that
have been identified as having potential kimberlite deposits. To
date, no significant deposits have been discovered, but the company
plans to do limited additional work in gemstone discovery during
the coming year as available funds allow.
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 age Fee Outstanding
Bald Mt. (100%) White Pine Co. 127 $ 700* 1% of amt.
Nevada received
Gold Hill (100%) Nye Co. 535 $2,700 -0-
Nevada
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.
** 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, 1999:
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 reportedly additional
prospective producing zones in some of these wells.
3. MISCELLANEOUS
Minex has not filed any reports containing oil or gas reserve
estimates with any state, federal, or foreign governmental
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, 1999.
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, 1999 High Low
First Quarter .01 .01
Second Quarter .02 .01
Third Quarter .01 .01
Fourth Quarter .025 .005
For Fiscal Year Ended Nov. 30, 1998
First Quarter .01 .005
Second Quarter .01 .01
Third Quarter .02 .01
Fourth Quarter .01 .01
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, 1999, there were 2,710 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,
1995 1996 1997 1998 1999
Current Assets $ 649 $ 217 $ 251 $ 1,482 $ 392
Current Liab. 84,113 90,634 90,647 88,369 86,332
Working Cap. ( 83,464)( 90,417)( 90,396)( 86,887)( 85,940)
Total Assets 547,780 557,804 566,957 575,580 587,535
Total Liab. 84,113 90,634 90,647 88,369 86,332
Stockholders'
Equity 463,667 467,170 476,310 487,211 501,203
Operating
Revenue $ 44,405 $ 54,215 $ 58,000 $ 58,739 $ 56,422
Other revenue -0- -0- -0- -0- -0-
Net Income
(Loss) 1,738 3,503 9,140 10,901 13,992
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 1999 fiscal year, Minex's working capital increased
by $947 to a negative $85,940 at November 30, 1999. 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. and Intermountain Refining
Co., Inc. stock for operating loans to the Norwest Bank of
Riverton, Wyoming.
Minex's total assets increased by $11,955 to $587,535 during
the 1999 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, 2000, 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, 2000. Minex will do its best to retain the most
valuable exploration properties in the future.
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 $13,992 during the year ended
November 30, 1999, as compared to a profit of $10,901 in 1998 and
a profit of $9,140 in 1997. 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
($79,623) of the accounts payable liability is unpaid salary to the
President of Minex. Interest expenses decreased from 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 statements,
expectations and assumptions contained in the foregoing 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, 1999 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.
Riverton, Wyoming 82501
The accompanying balance sheets of Minex Resources, Inc. (a
corporation) as of November 30, 1999 and 1998, and the related
statements of operations and changes in retained earnings and
cash flows for 1999, 1998, and 1997, were not audited by us and,
accordingly, we do not express an opinion on them.
/s/ Clifford H. Moore & Co.
February 3, 2000
PART IV. FINANCIAL INFORMATION
MINEX RESOURCES, INC.
BALANCE SHEETS
NOVEMBER 30, 1999 AND 1998
SEE ACCOUNTANT'S COMPILATION REPORT
ASSETS
1999 1998
CURRENT ASSETS:
Cash $ 392 $ 1,482
Total current assets $ 392 $ 1,482
PROPERTY AND EQUIPMENT, AT COST:
Oil & gas properties, utilizing
the full cost method $ 1,152,938 $ 1,152,938
Undeveloped and developed mining
properties 228,085 216,261
Equipment and organization costs 74,354 72,972
Total properties and equipment $ 1,455,377 $ 1,442,171
Accumulated depreciation, depletion
& amortization ( 962,811) ( 962,650)
$ 492,566 $ 479,521
OTHER ASSETS:
Investment in affiliate (Note 3) $ 94,577 $ 94,577
TOTAL ASSETS $ 587,535 $ 575,580
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable - Bank $ -0- $ 5,000
Accounts payable 6,709 9,505
Accrued liabilities - officers 79,623 73,622
- others -0- 242
Total current liabilities $ 86,332 $ 88,369
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 ( 2,127,928) ( 2,141,920)
Total stockholders' equity $ 501,203 $ 487,211
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 587,535 $ 575,580
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, 1999, 1998 AND 1997
SEE ACCOUNTANT'S COMPILATION REPORT
1999 1998 1997
Beginning balance,
retained deficit,
December 1 ($ 2,141,920) ($ 2,152,821) ($ 2,161,961)
Net income for the year
ended November 30 13,992 10,901 9,140
Ending balance,
retained deficit,
November 30 ($ 2,127,928) ($ 2,141,920) ($ 2,152,821)
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, 1999, 1998 AND 1997
SEE ACCOUNTANT'S COMPILATION REPORT
1999 1998 1997
REVENUES:
Oil and gas sales $ 6,422 $ 8,739 $ 13,000
Advance royalty 50,000 50,000 45,000
Total revenues $ 56,422 $ 58,739 $ 58,000
COSTS AND EXPENSES:
Oil and gas production
expenses $ 5,202 $ 6,795 $ 7,979
Mineral property -0- -0- -0-
Depreciation, depletion
and amortization 161 -0- -0-
General and administra-
tive 35,569 32,884 36,851
Interest 1,498 8,159 4,030
Total costs and
expenses $ 42,430 $ 47,838 $ 48,860
INCOME (LOSS) BEFORE
INCOME TAX (BENEFITS) $ 13,992 $ 10,901 $ 9,140
PROVISION FOR INCOME TAX -0- -0- -0-
NET INCOME (LOSS) $ 13,992 $ 10,901 $ 9,140
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, 1999, 1998 AND 1997
SEE ACCOUNTANT'S COMPILATION REPORT
1999 1998 1997
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $ 13,992 $ 10,901 $ 9,140
ADJUSTMENTS TO RECONCILE NET
INCOME (LOSS) TO NET CASH
PROVIDED BY OPERATING
ACTIVITIES:
Change in accounts payable ( 2,796) ( 2,501) 3,312
Change in accrued liabilities 5,759 5,723 5,523
Depreciation 161 -0- -0-
Net cash provided by
operations $ 17,116 $ 14,123 $ 17,975
INVESTING ACTIVITIES:
Capital expenditures ($ 13,206) ($ 7,392) ($ 9,119)
FINANCING ACTIVITIES:
Additions to short term
debt $ 28,000 $ 34,400 $ 33,678
Reductions of short term debt ( 33,000) ( 39,900) ( 42,500)
Net cash provided (used)
by financing activities ($ 5,000) ($ 5,500) ($ 8,822)
Net increase (decrease) in cash
and cash equivalents ($ 1,090) $ 1,231 $ 34
Cash and cash equivalents at
beginning of year 1,482 251 217
Cash and cash equivalents
at end of year $ 392 $ 1,482 $ 251
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Interest paid $ 1,498 $ 8,159 $ 4,030
The accompanying notes to financial statements
are an integral part of these statements.
MINEX RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999, 1998 AND 1997
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 is determined that impairment has
MINEX RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999, 1998 AND 1997
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Continued:
MINING EXPLORATION AND DEVELOPMENT COSTS - Continued
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. The Company acquired computer equipment
during 1999.
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, 1999, 1998
and 1997.
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, 1999, 1998 AND 1997
NOTE 2: PROPERTY AND EQUIPMENT:
A summary of property and equipment is as follows:
1999 1998
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 $ 228,085 $ 216,261
Developed properties - gold -0- -0-
Total mining properties $ 228,085 $ 216,261
FURNITURE AND EQUIPMENT $ 74,354 $ 72,972
TOTAL $ 1,455,377 $ 1,442,171
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. 161 -0-
TOTAL $ 962,811 $ 962,650
BOOK VALUE OF ASSETS $ 492,566 $ 479,521
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. Minex's carrying value in UNICO stock is $94,577.
UNICO, Inc. was acquired by Paradise Innovations, Inc. in
1998, and it spun off a subsidiary called Intermountain Refining
Co. Minex presently owns 47,288 shares of stock in each of these
companies. UNICO, Inc. is involved in the computer technology
business, while Intermountain Refining Co. is in the refinery
business.
No adjustments have been made to the carrying value of Minex's
investments in these companies.
MINEX RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999, 1998 AND 1997
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, 1998:
Notes payable (line of credit) to Norwest Bank (formerly
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 1999, 1998, and 1997 net income is offset by net operating
loss carryovers to produce no current income tax due. The net
operating loss carryforwards were used to eliminate potential
income taxes of $2,099 in 1999, $1,635 in 1998, and $1,371 in 1997.
At November 30, 1999, the Company has available, for federal
income tax purposes, a net operating loss carryforward of
approximately $920,572. Losses carried over from the early years
of the company are now expiring and will continue to expire until
2010.
The Company can recognize income tax benefits for net
operating loss carryforwards. The benefit of Minex's net operating
loss carryforwards has been reduced 100% by a valuation allowance,
due to the uncertainty of their utilitization against future
income.
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, 1999, 1998 AND 1997
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,
1999 1998 1997
Westport Oil Company $ 2,656 $ 5,504 $ 5,554
Placer Dome $50,000 $50,000 $45,000
NOTE 9: SEGMENT INFORMATION:
During the years ended November 30, 1999, 1998 and 1997,
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,
1999 1998 1997
REVENUE:
Oil and gas $ 6,422 $ 8,739 $ 13,000
Mineral exploration and
development $ 50,000 $ 50,000 $ 45,000
EXPENSES:
Oil and gas expenses $ 5,202 $ 6,795 $ 7,979
IDENTIFIABLE ASSETS, NET OF ACCUMULATED
DEPRECIATION, DEPLETION AND AMORTIZATION:
Oil and gas $ 263,260 $ 263,260 $ 263,260
Mineral $ 228,085 $ 216,261 $ 208,869
NOTE 10: UNAUDITED OIL AND GAS RESERVE INFORMATION:
No costs were incurred in oil and gas property acquisitions,
explorations and development activities during 1999, 1998 and 1997.
The reserve estimates presented as of November 30, 1999, 1998
and 1997 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, 1999, 1998 AND 1997
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, 1999, 1998 AND 1997
OIL GAS
(Bbls) (MCF)
PROVED RESERVES
Estimated quantity, November 30, 1997 57,284 84,996
1998 production ( 752) ( 453)
Estimated quantity, November 30, 1998 56,532 84,543
1999 production ( 752) ( 453)
Estimated quantity, November 30, 1999 55,780 84,090
PROVED RESERVES
Developed Undeveloped Total
OIL (Bbls)
November 30, 1997 37,284 20,000 57,284
November 30, 1998 36,532 20,000 56,532
November 30, 1999 35,780 20,000 55,780
GAS (MCF)
November 30, 1997 55,596 29,400 84,996
November 30, 1998 55,143 29,400 84,543
November 30, 1999 54,690 29,400 84,090
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, 1999, 1998 AND 1997
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, 1999. 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
11/30/97:
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
Year ended
11/30/99:
Oil and gas
properties $ 1,152,938 $ -0- $ -0- $ -0- $ 1,152,938
Undeveloped
mining
properties 216,261 11,824 -0- -0- 228,085
Equipment 71,073 1,382 -0- -0- 72,455
$ 1,440,272 $ 13,206 $ -0- $ -0- $ 1,453,478
Intangible
Assets:
Organi-
zation
costs $ 1,899 $ -0- $ -0- $ -0- $ 1,899
Total
Property and
Equipment on
balance
sheet $ 1,442,171 $ 1,455,377
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
11/30/97:
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
Year ended
11/30/99:
Oil and gas
properties $ 889,677 $ -0- $ -0- $ -0- $ 889,677
Equipment 71,074 161 -0- -0- 71,235
$ 960,751 $ 161 $ -0- $ -0- $ 960,912
Intangible
Assets:
Organization
costs $ 1,899 $ -0- $ -0- $ -0- $ 1,899
Total
accumulated
depreciation,
depletion and
amortization
on balance
sheet $ 962,650 $ 962,811
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 11/30/97,
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%
For the year
ended 11/30/99,
payable to bank * $ 33,000 $ 15,346 9.76%
* 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 1999 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
P.O. Box 1596
Denver, CO 80201-1596
(303) 984-4100
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 61, Elected 1980
Dianne B. Tippets1, Vice President, Secretary, Age 61,
Elected 1980
Roger D. Ellis, Director, Age 52, Appointed 1980
R. Bruce Trimble, Director, Age 74, 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 was formerly employed by the State of Wyoming as
Chairman of the State Board of Equalization. In this capacity, he
served as an Administrative Law Judge hearing 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 Representatives. He has also served
as Chairman of the Science, Technology and Resource Planning
Committee for the National Conference of State Legislators.
Currently, Mr. Tippets is self employed as a state certified and
nationally-designated real estate appraiser by Tippets Appraisal
Service, P.C., a company established and operated by himself and
his wife.
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 equipment, 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 Mountain 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 Riverton, Wyoming. From 1976 to May 1980, she
served as manager of the Southglenn Apartments in Riverton where
her responsibilities 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 proceeding (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, 1999, 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 1999 $6,000 $ -0-
1998 $6,000 $ -0-
1997 $6,000 $ -0-
During fiscal 1999, Mr. Tippets was paid or accrued salary, at
an annual part-time salary rate of $6,000. Mrs. Tippets was paid
a salary of $6,000 for her duties as Vice President and Corporate
Secretary in fiscal 1999.
(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 Rotary Club membership dues. Minex does not believe
that the aggregate value of such additional compensation 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%
1614 Gannett Drive
Riverton, WY 82501
Common Roger D. Ellis (2)(3) 2,950,000 6.2%
1725 East 1550 North
Logan, UT 84321
Common Leslie W. Larsen (5) 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 director of Minex.
(2) A director of Minex.
(3) A former director of MPC.
(4) Not an officer or director of Minex.
(5) A former 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 in 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 beneficially 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, 1999 and 1998
Statement of Operations for the years ended
November 30, 1999, 1998, and 1997
Statement of Cash Flows for the years ended
November 30, 1999, 1998, and 1997
Statement of Stockholders' Equity for the
years ended November 30, 1999, 1998, and 1997
Notes to Financial Statements
2. Financial Statement Schedules:
Schedule V - Property, Plant and Equipment for
the years ended November 30, 1999, 1998, and
1997
Schedule VI - Accumulated Depreciation,
Depletion and Amortization of Property, Plant
and Equipment for the years ended November 30,
1999, 1998, and 1997
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 24, 2000 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 24, 2000 /s/ Dennis W. Tippets
Dennis W. Tippets
President, Treasurer, Director,
Chief Operating Officer and
Chief Financial Officer
Date: February 24, 2000 /s/ Roger D. Ellis
Roger D. Ellis
Director
Date: February 24, 2000 /s/ R. Bruce Trimble
R. Bruce Trimble
Director
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1999
<PERIOD-START> DEC-01-1998
<PERIOD-END> NOV-30-1999
<CASH> 392
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 392
<PP&E> 1,455,377
<DEPRECIATION> 962,811
[OTHER] 94,577
<TOTAL-ASSETS> 587,535
<CURRENT-LIABILITIES> 86,332
<BONDS> 0
<COMMON> 47,700
0
0
<OTHER-SE> 453,503
<TOTAL-LIABILITY-AND-EQUITY> 587,535
<SALES> 56,422
<TOTAL-REVENUES> 56,422
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 40,932
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,498
<INCOME-PRETAX> 13,992
<INCOME-TAX> 0
<INCOME-CONTINUING> 13,992
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,992
<EPS-BASIC> .00
<EPS-DILUTED>
