SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
Check the appropriate box:
X
_____ Preliminary Proxy Statement _____ Confidential, for Use of the
Commission Only (as permitted
by Rule 14c-5(d)(2))
____ Definitive Proxy Statement
MOUNTAIN STATES RESOURCES, INC.
_________________________________
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
X No fee required.
_____
_____ Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
(1) Title of each class of securities to which transaction applies:
_______________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_______________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
_______________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_______________________________________________________________________________
(5) Total fee paid:
_______________________________________________________________________________
____ Fee paid previously with preliminary materials.
____ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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PRELIMINARY PROSPECTUS DATED AUGUST 15, 1997
MOUNTAIN STATES RESOURCES, INC.
(A Utah Corporation)
501 Waller Street
Austin, TX 78702
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Our Shareholders:
You are cordially invited to attend a Special Meeting of the Shareholders
of Mountain States Resources, Inc., a Utah corporation (hereinafter "the
Company"), which will be held at 501 Waller Street, Austin, Texas, on September
26, 1997, commencing at 10:00 a.m., local time, for the following purpose:
PROPOSAL NO. 1 - To consider and vote upon a proposal to change the name of
the Company by amending Article I of the Articles of Incorporation of the
Company to read as follows: "The name of the corporation is Micro-Media
Solutions, Inc."
The complete text of this proposal and the reasons your directors have
proposed its adoption are contained in the Proxy Statement included with this
package.
The Special Meeting may adjourn from time to time without notice other than
by announcement at the Special Meeting, or at any adjournment thereof, and any
and all business for which the Special Meeting is hereby noticed may be
transacted at any such adjournment.
The Company's Shareholders entitled to notice of and to vote at the Special
Meeting, and any adjournment thereof, are Shareholders of record at the close of
business on September 5, 1997, as fixed by the Board of Directors.
A list of the Company's Shareholders entitled to notice of and to vote at
the Special Meeting will be made available during regular business hours at the
Company's corporate offices at 501 Waller Street, Austin, Texas 78702, from the
date of this notice for inspection by any Shareholder for any purpose germane to
the Special Meeting.
You are encouraged to attend the Special Meeting. HOWEVER, WE ARE NOT
ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ Mitchell C. Kettrick
_______________________________
Mitchell C. Kettrick, Secretary
Austin, Texas
August 11, 1997<PAGE>
MOUNTAIN STATES RESOURCES, INC.
(A Utah Corporation)
SPECIAL MEETING OF THE SHAREHOLDERS
_____________________________
INFORMATION STATEMENT
_____________________________
INTRODUCTION
This Information Statement is being furnished to Shareholders of Mountain
States Resources, Inc. ("the Company"), a Utah corporation, in connection with
the Special Meeting of Shareholders, and at any adjournments thereof, to be held
on September 26, 1997, at 10:00 a.m., local time, at 501 Waller Street, Austin,
Texas 78702. The first date on which this Information Statement is first being
sent to Shareholders of the Company is on or about ___, 1997.
Only the Company's Shareholders of record as of the close of business on
September 5, 1997, will be entitled to vote at the Special Meeting or at any
adjournment thereof.
The principal executive offices of the Company are located at 501 Waller
Street, Austin, Texas 78702.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
SHARES OUTSTANDING AND VOTING RIGHTS
At the close of business on September 5, 1997, the record date for
determining Shareholders eligible to vote at the Special Meeting, the Company
had outstanding 10,764,733 shares of common stock, par value $0.10 per share.
On the proposal provided for in this Information Statement the shareholders
entitled to vote will each have one vote per share. The presence in person or
by proxy of the holders of at least a majority of the outstanding shares is
necessary to constitute a quorum at the Special Meeting. Any amendment to the
Articles of Incorporation as set forth herein shall require the affirmative vote
of the holders of shares entitling them to exercise a majority of the voting
power of the Company. Any other proposals shall require the affirmative vote of
a majority of the shares entitled to vote and represented in person or by proxy
at the Special Meeting. Abstentions are considered as shares present and
entitled to vote but are not counted as affirmative votes cast on a given
matter. A broker or nominee holding shares registered in its name, or in the
name of its nominee, which are beneficially owned by another person and for
which it has not received instructions as to voting from the beneficial owner
does not have the discretion to vote the beneficial owner's shares with respect
to the proposals. Any broker or nominee "non-votes" with respect to the
proposals will not be considered as shares entitled to vote on that matter and
will not be considered by the inspector when counting votes cast on the matters.
<PAGE>
The executive officers and directors (and their affiliates) of the Company
own approximately 83.83% of the outstanding shares of the Company. The Company
has been informed that those executive officers and directors presently intend
to vote in favor of the proposal set forth herein.
The Company will bear the cost of preparing and mailing the material
furnished to the shareholders in connection with the Special Meeting.
FOR THE REASONS STATED HEREIN, YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
"FOR"THE PROPOSAL SET FORTH HEREIN:
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information furnished by the
following persons concerning the Common Stock ownership as of July 21, 1997, of
(i) each person who is known to the Company to be the beneficial owner of more
than 5 percent of the Common Stock; (ii) all directors and executive officers;
and (iii) directors and executive officers of the Company as a group:
<TABLE>
<CAPTION> Amount and Nature
Name and Address of Beneficial
of Beneficial Owner Ownership (FN-1) Percent of Class
____________________ _______________ ______________
<S> <C> <C>
Jose G. Chavez 7,125,000 66.18%
501 Waller Street
Austin, TX 78702
Mitchell C. Kettrick 1,425,000 13.24%
501 Waller Street
Austin, TX 78702
George Villalva 475,000 4.41%
501 Waller Street
Austin, TX 78702
Officers and Directors
as a Group (3 Persons) 9,025,000 83.83%
</TABLE>
(FN-1) Unless otherwise indicated, this column reflects amounts as to which the
beneficial owner has sole power and sole investment power.
The Company is not aware of any arrangements, the occurrence of which would
result in a change of control of the Company.
CHANGE OF CONTROL
On May 15, 1997, the Company entered into an Agreement and Plan of
Reorganization (the "Agreement") with Micro-Media Solutions, Inc., a Texas
corporation ("Micro-Media"). The Agreement provided for the issuance of
9,310,000 shares of the Company for all of the outstanding shares of Micro-Media
. On June 23, 1997, the closing of the Agreement occurred. The Company
issued 9,310,000 shares of common stock of the Company for all of the
outstanding shares of Micro-Media. Thus, the Company now has outstanding
10,764,733 shares of common stock. The former shareholders of Micro-Media own
approximately 86.48% of the outstanding common stock of the Company. In
addition, Mr. Jose Chavez now owns 7,125,000 shares of the Common Stock, or
66.18%, of the Company and is therefore believed to control the Company by
virtue of the number of outstanding shares of the Company owned by him. Also,
Mr. Chavez is the president, chief executive officer, and a chairman of the
Company. Each of the former shareholders of Micro-Media exchanged their shares
of such entity for shares of the Company as set forth in the Agreement.
Micro-Media is now a wholly owned subsidiary of the Company.
The following table sets forth the names of those persons who were former
shareholders of Micro-Media who received stock of the Company pursuant to the
Agreement:
<TABLE>
<CAPTION>
<S> <C> <C>
Name of Stockholder No. of Shares Beneficially Owned Percentage
___________________ ________________________________ __________
Jose Chavez 7,125,000 66.18%
Andrew Ramirez 285,000 2.65%
Mitchell Kettrick 1,425,000 13.24%
George Villalva 475,000 4.41%
</TABLE>
PROPOSAL NO. 1
CHANGE OF NAME OF THE COMPANY
In connection with the recent acquisition of Micro-Media Solutions, Inc., a
Texas corporation, as described above, management believes that the name of the
parent Company should be changed to reflect the current business of the wholly
owned subsidiary. Thus, the Board of Directors has approved the following
amendment to the Articles of Incorporation of the Company: Article I of the
Articles of Incorporation of the Company should be amended to read as follows:
"The name of the corporation is Micro-Media Solutions, Inc." Such amendment
should have no effect on the shareholders of the Company.
<PAGE>
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT HOLDERS
OF COMMON STOCK VOTE FOR THIS PROPOSAL TO BE VOTED UPON AT THE SPECIAL MEETING.
---
SHAREHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the next annual
meeting of shareholders must be received by the secretary at the offices of
Mountain States Resources, Inc. no later than December 1, 1997, in order to be
included in the company's proxy statement and form of proxy relating to that
meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ Jose Chavez
_____________________________
Jose Chavez, President
Austin, Texas
August 14, 1997
