UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 (NO FEE REQUIRED)
FOR THE FISCAL YEAR ENDED MARCH 31, 1997
Commission File Number 0-8146
MOUNTAIN STATES RESOURCES CORPORATION
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C>
UTAH 87-0280886
State or other jurisdiction of (I.R.S. Employer I.D. No.)
Incorporation or organization
</TABLE>
501 Waller St., Austin, Texas 78702
(Address of principal executive offices)
Issuer's telephone number, including area code (512) 476-6925
Securities registered pursuant to section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None N/A
Securities registered pursuant to section 12(g) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, None
Par Value $.10
Check whether the Issuer (1) filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such report(s),
and (2) has been subject to such filing requirements for the past 90 days.
(1) Yes ( ) No (X) (2) Yes (X) No ( )
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. ( )
State issuer's revenues for its most recent fiscal year: $ 5,065,657
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the
average bid and asked prices of such stock, as of a specified date within
the past 60 days. The Company does not have an active trading market and it
is, therefore, difficult, if not impossible, to determine the market value of
the stock. Based on the bid price for the Company's Common Stock at June,
1997 of $1.00 per share, the market value of shares held by non-affiliates
would be approximately $1,455,000.
As of June 30, 1997 the Registrant had 10,764,733 shares of common
stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and
the part of the form 10-KSB (e.g., part I, part II, etc.) into which the
document is incorporated: (1) Any annual report to security holders; (2)
Any proxy or other information statement; and (3) Any prospectus filed
pursuant to rule 424 (b) or (c) under the Securities Act of 1933: None.
MOUNTAIN STATES RESOURCES CORPORATION (THE "COMPANY") WAS DELINQUENT IN
FILING ITS PERIODIC REPORTS SINCE SEPTEMBER 31, 1989. SEVERAL REPORTS
WERE FILED ESSENTIALLY SIMULTANEOUSLY IN ORDER TO BRING THE COMPANY CURRENT
IN ITS REPORTING OBLIGATIONS. THE REPORTS PROVIDED INFORMATION FOR THE
PERIOD DESCRIBED IN THE COVER PAGES TO WHICH IT RELATED. SUCH INFORMATION
SHOULD BE CONSIDERED IN LIGHT OF ALL OTHER REPORTS FILED BY THE COMPANY,
PARTICULARLY REPORTS BEING FILED FOR SUBSEQUENT PERIODS.
PART I
Item 1. Business
(A) History and Organization
MOUNTAIN STATES RESOURCES CORPORATION, (the "Registrant" or the "Company" or
"MSRC"), was organized under the laws of the State of Utah on April 15, 1969.
On June 23, 1997, the Registrant executed an agreement and plan of
reorganization with the stockholders of Micro-Media Solutions, Inc.
(MSI), a Texas corporation, whereby the Registrant acquired 100% of
the outstanding shares of MSI, in exchange for the issuance of 9,310,000
shares (86.48%) of the Registrant's common stock. The transaction was a
tax free exchange and was accounted for as a reverse merger with MSRC being
the survivor. MSRC intends to change its name to MSI. The Registrant
intends to continue to pursue those activities formerly pursued by the
predecessor, MICRO-MEDIA SOLUTIONS, INC., the Texas corporation.
Business Activities
The initial business objective of the Registrant was to acquire, explore for
and hold interests in mineral prospects and properties for further
explorative development or sale. The Registrant discontinued its operations
in 1993 and was considered a development stage company for accounting
purposes until June 23, 1997 when the merger with Micro-Media Solutions, Inc.
(MSI) took place.
MSI is considered a leading computer networking services provider primarily
for institutional customers and was recently listed by the Austin Business
Journal in their December, 1996 issue as number six of the largest 25
networking services companies in the Central Texas region. MSI provides
computer networking services, distribution services, computer products,
cable installations, and personal computer hardware and software support.
Marketing
Networking Systems. In the mid to late 1980s, networks were centrally
managed with a much smaller number of intelligent end points. Local area
network procedures allow employees in small departments or work groups to
share files or expensive peripherals. These LANs increased network complexity
, but network design still involved relatively few choices - for example,
whether to use either Ethernet or Token Ring topologies to connect users.
In today's increasingly connected world, networks are more distributed,
complex, and pervasive.
Network technology has evolved to support a broader group -- from employee
communications to suppliers and clients. In addition, an increasing number
of remote users may be accessing what once was local data. Distinctions
between LANs, enterprise networks, and inter-enterprise networks have
blurred in recent years.
Networks are no longer limited to simple data exchange or the sharing of
peripherals. Client/server, imaging, multimedia, internet access, and
videoconferencing applications are now common in many organizations. These
data and graphically intensive applications often require increased network
bandwidth to ensure that users experience adequate response times.
New technologies include Asynchronous Transfer Mode (ATM), Fast Ethernet,
and Fiber Distributed Data Interface (FDDI). These technologies can increase
bandwidth at least tenfold over traditional 10-Mbps Ethernet and offer a
growth path and new application opportunities for customers. Bridges, modems,
remote access devices, routers, or switches can connect different work groups
into enterprise networks, and a variety of protocols can move information
from location to location.
Transmission media and wiring types have evolved from copper to combinations
of twisted-pair copper, coaxial cable, fiber optic, and telephone leased
lines; satellite and wireless based service options; and more variations in
the future. Purchasing decisions now focus less on media choices, as
organizations have moved to Category 5 twisted-pair to the desktop and fiber
in the backbone, and more on how to incorporate new technologies using
existing media. Vendors have found ways to use ATM and FDDI with existing
infrastructure to boost performance, rather than force people to bear
the expense of ripping out and replacing wiring.
All of these developments described above involve making a series of trade
- -offs. The products that offer the most bandwidth and the most sophisticated
features are the most expensive and often are not compatible with the
existing infrastructure.
Internet Market. The internet market shares information and related services
among millions of people around the world. The internet opens up the
possibility of redefining the desktop paradigm into one that uses more
affordable, easier use, and easier maintain platforms. Bulky PCs will be
replaced with a new type of desktop computer, the Network Computer that is
designed specifically for use with the Internet and corporate Intranets.
Latest surveys estimate that over 20 million individuals are currently using
the Internet. Most organizations have either impemented or are planning
to implement Internet (INET) applications. At least 60% of U.S. consumers
have not bought a home PC.
MSI is currently focusing on the large public agency and private sector
business segment and working diligently on providing desktop network
computers targeting telecommunications providers as strategic partners.
In working strategically with telecom companies, MSI will provide network
products and services for work at home, education, government, health care,
finance, and general business segments. Telecommunications companies' growth
strategy is focused on strengthening network based business and that is where
MSI`s business opportunities lie.
Competition
The computer and information access markets are characterized by rapidly
changing technology and evolving industry standards. The Company experiences
significant competition from other network computer manufacturers, suppliers
of personal computers and workstations, and software developers.
MSI includes several important features that set their products and services
apart from others that may be considered competitive:
Established experience computer services corporation
Performed and performing as a historically underutilized business
(HUB)
Established strategic partnerships and alliances
Certified Minority Business Enterprise (MBE) by City, State and
Federal Agencies
Field Installation Services. MSI is carrying out state-wide field
installation services for key clients for the installation of lottery
equipment and electronic benefit transfer equipment. MSI is positioned
to increase the service base with its statewide coverage of 35 technicians
working throughout the state of Texas. MSI's strategic positioning has
become a leader in the field installation and maintenance services market.
Network Computers (NCs). MSI has positioned itself as a technology leader
in NCs and INET services. MSI is positioned in its physical location and is
strategically positioned to become a leader in this market. There are no
identified competitors at this time. In addition, there are no minority
owned NCs OEMs identified in all of Central Texas.
Our strategy has based on serving niche markets well. In particular, in this
case, NCs and INET services will be a key to MSI's growth and business
stability. The specific education niche is relevant to MSI's sales growth.
Education markets require a heavy investment of resources for computer
networking, servers, and computer work stations. MSI is geared to provide
these services and offer the TelaVista, MSI's version of he network computer
as an affordable alternative to PC purchases.
Cabling Services. As a minority owned company, MSI is positioned to enlarge
its market presence in the communications area. MSI currently has
capabilities in fiber optic cabling through installation services, and MSI's
extensive expertise in cable types, splicing, connectors/terminations, and
testing. MSI's personnel are certified in copper and fiber optic wiring
systems for data, voice, and video applications.
Employees
At June 30, 1997, MSI had 75 full-time employees. None of MSI's employees
are subject to a collective bargaining agreement. MSI considers its
relations with its employees to be good and anticipates that it will hire
additional field personnel to implement its growth plans.
Offices
MSI leases approximately 36,000 square feet of executive office,
manufacturing and distribution space in Austin, Texas. If it were to
require added space, MSI believes that additional space is readily available
for lease. MSI leases field offices, storage facilities and equipment yards
in Dallas, Texas and San Antonio, Texas.
Item 2. Properties
MSI's principal administrative, marketing, manufacturing and research and
development operations are located in a 36,000 square foot building in
Austin, Texas. These facilities are occupied under a lease which expires
November 2001. The annual gross rent for these facilities currently
approximates $95,000. The Company believes that its existing facilities are
adequate for its present requirements. The Company's field sales and service
offices consist of leased office space totaling approximately 1,000 square feet
under and office sharing arragement with a customer in exchage for services.
Current aggregate gross rents were insignificant for 1997.
Item 3. Legal Proceedings
There is no material, pending litigation incidental to the business to which
MSRC or MSI is a party or against any of its Officers or Directors as a
result of their corporate capacities.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders of MSRC during the
quarter ending July 31, 1997. Annual meetings of the shareholders of MSRC
are held in accordance with Utah law.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
These prices are believed to be representative of inter-dealer quotations
without retail markup, markdown or commissions, but may not represent actual
transactions. There can be no assurance that a public market for the
Registrant's common stock will be sustained in the future.
<TABLE>
<CAPTION>
Quarter Ended Bid
<S> <C> <C>
low high
March 31, 1996 1.00 1.00
June 30, 1996 1.00 1.00
September 30, 1996 1.00 1.00
December 31, 1996 1.00 1.00
March 31, 1997 1.00 1.00
June 30, 1997 2.00 2.00
</TABLE>
On June 30, 1997 there were approximately 5,400 registered holders of the
Registrant's common stock, including those persons having beneficial
positions in street name holdings.
Holders of common stock are entitled to receive such dividends as may be
declared by the Registrant's Board of Directors. The Registrant has not yet
paid any dividends, and the Board of Directors of the Registrant presently
intends to pursue a policy of retaining earnings, if any, for use in the
Registrant's operations and to finance expansion of its business. With
respect to the Common Stock, the declaration and payment of dividends in the
future, of which there can be no assurance, will be determined by the Board
of Directors in light of conditions then existing, including the Registrant`s
earnings, finacial condition, capital requirements and other factors.
Item 6. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion addresses the Company's results of operations for
the years ended March 31, 1997 and 1996, as well as liquidity and capital
resources as of March 31, 1997.
As a result of the acquisition of Micro-Media Solutions, Inc. on June 23,
1997, the financial condition of the Registrant changed dramatically.
The acquisition was accounted for as a pooling of interest and resulted in
a significant change in the business of the Registrant. The Registrant
considers its results to be comparative for the purposes of this discussion
and analysis.
MSI's past operating results have been, and its future operating results may
be, subject to seasonality and other fluctuations, on a quarterly and an
annual basis, as a result of a wide variety of factors, including, but not
limited to, critical component availability, the timing of new product
introductions by MSI and its competitors, fluctuating market pricing for
computer and semiconductor memory products, industry competition, fluctuating
component costs, inventory obsolescence, seasonal cycles common in the computer
industry, seasonal government purchasing cycles, the effect of product reviews
and industry awards, manufactureing and production constraints, changes in
product mix and the timing of orders from and shipments to OEM customers.
As a result, the operating results for any particular period are not
necessarily indicative of the results that may occur in any future period.
Results of Operations
Year Ended March 31, 1997 Compared to March 31, 1996
Revenues increased $ 323,498 or 6.8% from 1996 to 1997. The increase was
caused by an increase in field installations activities, computer sales, and
an increase in cabling projects.
Cost of goods sold decreased $ 18,801 or .5% from 1996 to 1997.
Selling, general, and administrative expenses increased substantially for the
year ended March 31, 1997 as compared to the year ended March 31, 1996
primarily due to the increase of statewide employees and related personnel
costs. Management anticipates a slight increase in selling, general, and
administrative expenses in the immediate future.
Liquidity and Capital Resources
During the twelve months ended March 31, 1997, working capital decreased $450
,000 from the prior year as a result of increased borrowings, new debt, and
failure by Management to complete restructuring arrangements with various
financial institutions. During this period the Company's accounts payable
increased $345,708 or 66%.
At the present time, the Registrant is more than thirty (30) days past due on
the majority of its accounts payable. If the Registrant's financing efforts
are not successful in the immediate term, Management cannot reasonably
predict the outlook for continuing operations. Management intends to devote
material effort toward satisfying the immediate need for working capital.
Management has received a letter of commitment from a private financing
source for $3,000,000 of equity and debt.
Inflation
The Registrant does not believe that inflation will have a material impact on
the Registrant's future operations.
Item 7. Financial Statements and Supplementary Data
Please see accompanying index to Financial Statements
Item 8. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
There have been no disagreements between the Registrant and its independent
accountants on any matter of accounting principles or practices or financial
statement disclosure since the Registrant's inception. Jones, Jensen, and
Company resigned as auditors on June 23, 1997. The Registrant hired Salazar
and Associates, P.C. during June 1997 and filed an 8-K reporting the change.
PART III
Item 9. Directors and Executive Officers of the Registrant
The executive officers, key employees and directors of the Registrant and
their ages and positions with the Registrant or its subsidiaries are as
follows:
<TABLE>
<CAPTION>
Name Age Position Period from
which served
<S> <C> <C> <C>
Jose G. Chavez 46 Chairman of the Board June 23, 1997
of Directors and President
Mitchell C. Ketterick 30 Vice-President and
Director June 23, 1997
George Villalva 61 Vice-President and
Director June 23, 1997
Frank Rodriguez 46 Chief Financial and
Accounting Officer June 23, 1997
</TABLE>
The Registrant has no knowledge of any arrangement or understanding in
existence between any executive officer named above and any other person
pursuant to which any such executive officer was or is to be elected to such
office or offices. All officers of the Registrant serve at the pleasure of
the Board of Directors. No family relationship exists among the directors or
executive officers of the Registrant. All Officers of the Registrant will
hold office until the next Annual Meeting of the Registrant.
The following sets forth biographical information as to the business
experience of each Officer and Director of the Registrant for at least the
past five years.
Jose G. Chavez, President, has over 20 years experience in manufacturing,
engineering, system design and development, energy engineering, and computer
technology management. As co-founder of MSI in 1993, he has overseen the
development of a start-up to a multi-million dollar business enterprise.
He previously was plant manager for HDS, a division of Hart Graphics, Inc.
from 1991 to 1993, and manufacturing manager for Compuadd Corporation from
1989 to 1991. Mr. Chavez holds an electrical engineering degree from UTEP
and a business degree from the University of Redlands, Redlands, Califonia.
Mitchell C. Kettrick, Vice-President of Technical Operations has over 6 years
experience in manufacturing, test diagnostics, and networking. As
co-founder of MSI in 1993, and MSI's Chief Technology Officer, he oversees
technical services, system design, and information services. Previously,
he was manager for quality assurance for Hart Distributions Services during
1992, and manufacturing systems test manager for Compuadd Corporation from
1987 to 1991. Mr. Kettrick holds an Associate of Applied Science in Computer
Technology from TSTC.
George Villalva, Vice-President of Operations, is a registered architect and
has designed and planned many projects of distinguished value. As Vice-
President of Operations since 1993, he oversees day to day operations and
MSI's building expansion and space planning. He carries out important
strategic marketing tasks for MSI with public and private sector clients.
Mr. Villalva has been in private practice for 25 years and devotes 50% of
his time to the Company.
Frank Rodriguez, Director of Finance and Corporate Development since 1995,
has over 20 years of financial planning and market development experience in
the public and private sectors, most recently serving as Director of Consumer
Services and Economic Development for Pedernales Electric Cooperative from
1988 to 1995. Mr. Rodriguez has served in upper levels of City and State
government as an Assistant City Manager, Budget Director, Finance Director,
and Treasurer. In the private sector, he has served as a finacial advisor to
business with specialties in finacial planning and market development. He
has worked in diverse industries such as in electric utility, real estate,
housing, and computer tecnology businesses. Mr. Rodriguez holds a Business
degree for O.L.L.U., San Antonio, Texas.
During the past five years, there have been no petitions under the Bankruptcy
Act or any state insolvency law filed by or against, nor have there been any
receivers, fiscal agents, or similar officers appointed by any court for the
business or property of any of the Registrant's incumbent directors or
executive officers, or any partnership in which any such person was a
general partner within two years before the time of such filing, or any
corporation or business association of which any such director or executive
officer was a executive officer within two years before the time of such
filing.
During the past five years, no incumbent director or executive officer of
the Registrant has been convicted of any criminal proceeding (excluding
traffic violations and other minor offenses) and no such person is the
subject of a criminal prosecution, which is presently pending.
Item 10. Executive Compensation
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Payouts
(a) (b) (c) (d) (e)
Name and Principal Year Salary ($) Bonus ($) Other
Position Annual
Compen
-sation ($)
<S> <C> <C> <C> <C>
Jose G. 1997 $105,000 $-0- $-0-
Chavez,CEO & 1996 $36,500 $34,000 $14,500
President 1995 $35,000 $13,000 $52,000
</TABLE>
<TABLE>
<CAPTION>
Long Term Compensation
(f) (g) (h) (i)
Name and Principal Year
<S> <C> <C> <C> <C> <C>
Jose G. 1997 $-0- $-0- $-0- $-0-
Chavez, CEO & 1996 $-0- $-0- $-0- $-0-
President 1995 $-0- $-0- $-0- $-0-
</TABLE>
Employment Contracts
There are no written employment contracts as of the date of this report.
Compensation of Directors
Each director who is not an employee of the Registrant (the "Outside
Directors") will be paid the sum of $1,000 for each meeting of the Board of
Directors attended by them. Additionally, they will be reimbursed for
expenses incurred in attending meetings of the Board of Directors and related
committees. As of the date of this report, the Registrant has no outside
directors. No compensation was paid to any outside Director during fiscal
1997.
Item 11. Security Ownership of Certain Beneficial Owners and Management
As of July 31, 1997, there were 10,764,733 shares of common stock issued
and outstanding.
The following table sets forth, as of the date of this Report, the common
stock ownership of each person known by the Registrant to be the beneficial
owner of five percent or more of the Registrant's common and preferred stock
, all Directors individually, and all Directors and Officers of the
Registrant as a group. Except as noted, each person has sole record and
beneficial ownership and voting power with respect to the shares shown.
<TABLE>
<CAPTION>
Name and Address of Common Stock (1) Percent of Class (1)
Beneficial Owner
<S> <C> <C>
Jose G. Chavez 7,125,000 66.18%
Mitchell C. Kettrick 1,425,000 13.24%
George Villalva 475,000 4.41%
All Directors and
Officers as a Group (3
persons) 9,025,000 83.83%
</TABLE>
________
(1) Calculations assume exercise and conversion of all warrants, option and
conversion rights into the underlying shares of common stock. All common and
preferred shares held by the Officers, Directors and Principal Shareholders
listed above are "restricted securities" and as such are subject to
limitations on resale. The shares may be sold pursuant to Rule 144 under
certain circumstances.
Rule 13d-3 under the Securities Exchange Act of 1934, involving the
determination of beneficial owners of securities, includes as beneficial
owners of securities, among others, any person who directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise
has, or shares, voting power and/or investment power with respect to such
securities; and, any person who has the right to acquire beneficial ownership
of such security within sixty days through means, including, but notise of
any option, warrant or conversion of a security. Any securities not
outstanding which are subject to such options, warrants or conversion
privileges shall be deemed to be outstanding securities of the class owned
by such person, but shall not be deemed to be outstanding for the purpose of
computing the percentage of the class by any other person.
All shares are "restricted securities" and as such are subject to limitations
on resale. The shares may be sold pursuant to Rule 144 under certain
circumstances.
There are no contractual arrangements or pledges of the Registrant's
securities, known to the Registrant, which may at a subsequent date result
in a change of control of the Registrant.
Item 12. Certain Relationships and Related Transactions
Certain information concerning the Registrant's executive officers and
directors is included under Item 11 of this report.
Certain officers, directors, stockholders and employees of the registrant
have ownership interests in entities where the registrant has advanced
monies for working capital and expenses. The advances have been converted
to notes and are personally guaranteed by the shareholders of the related
entities. The schedule below lists the name of the stockholder and the
percentage of ownership.
<TABLE>
<CAPTION>
Name of Stockholder Prima Development Quality Salas
Development & Communications, Concessions,
Construction,Inc. Inc. Inc.
(Percentage of Ownership)
<S> <C> <C> <C>
Jose G. Chavez 26 28 33
Frank Rodriguez 15 5 -
Andrew Ramirez 26 27 35
George Villalva 15 5 4
Mitchell C. Kettrick 18 10 13
Bruce Funderburk -- 20 --
Laurel Funderburk -- 5 --
Tammie Delaney -- -- 15
100 100 100
</TABLE>
The Registrant's officers and directors serve as officers directors and
advisors on an as needed basis and total involvement is minimal.
Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Exhibits
<TABLE>
<CAPTION>
Exhibit Description Location
<S> <C> <C>
3A Articles of Incorporation Incorporated by reference to Exhibit
and Bylaws No. 3 to the Registrant's Registration
Statement (#33-24265-LA)
3B Amended Articles of Incorporated by reference to Exhibit
Incorporation No. 2B of Registrant's Form 8-A
Registration Statement (File #0-20760)
4 Specimen of Securities Incorporated by reference to Exhibit
Nos. 1A and 1B of Registrant's Form
8-A Registration Statement (File
#0-20760)
10A Agreement and Plan of Incorporated by reference to Form
Reorganization 8-K dated August 12, 1992
</TABLE>
The Registrant filed no Reports on Form 8-K during the last quarter of the
fiscal year covered by this Report on Form 10-KSB.
MOUNTAIN STATES RESOURCES CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND SCHEDULES
REQUIRED BY ITEM 8 AND ITEM 14
<TABLE>
<CAPTION>
FINANCIAL STATEMENTS PAGE
<S> <C>
Reports of Independent Public Accountants F-2
Consolidated Balance Sheet as of March 31, 1997 F-3
Consolidated Statements of Operations for the Years Ended
March 31, 1997 and 1996 F-4
Consolidated Statements of Stockholders' Equity for the
Years Ended March 31, 1997 and 1996 F-5
Consolidated Statements of Cash Flows for the Years Ended
March 31, 1997 and 1996 F-6
Notes to Consolidated Financial Statements F-7 to F-17
</TABLE>
FINANCIAL STATEMENT SCHEDULES (1)
_________
(1) Schedules are omitted because of the absence of the conditions under
which they are required, or because the information required by such omitted
schedule is contained in the consolidated financial statements or the notes
thereto.
Jose Salazar, CPA
Salazar & Associates
CERTIFIED PUBLIC ACCOUNTANTS
Frances Ortiz-Salazar, CPA
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors of Micro-Media Solutions, Inc.
(Formerly Mountain States Resources Corporation)
We have audited the accompanying consolidated balance sheet of Micro Media
Solutions, Inc.(formerly Mountain States Resources Corporation) at March 31,
1997 and the related combined statements of operations and cash flows for the
years ended March 31, 1997 and 1996. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these combined financial statements based on our audit.
The consolidated financial statements include the financial statements of
Micro-Media Solutions, Inc. and Mountain States Resources Corporation. We
conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain a
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Micro-
Media Solutions, Inc. as of March 31, 1997, and the results of their
operations and cash flows for the years then ended in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 9 to the
combined financial statements, the Company has suffered losses from
operations and has a working capital deficiency, which raises substantial
doubt about its ability to continue as a going concern. Management's plans
regarding these matters is presented in note 9 of these financial statement.
F-2
Salazar and Associates,
ACCOUNTANT'S REPORT
MOUNTAIN STATES RESOURCES CORPORATION
Consolidated Balance Sheet
March 31, 1997
<TABLE>
<CAPTION>
ASSETS
<S> <C> <C>
Current Assets
Cash and Cash Equivalents $ 6,840
Accounts Receivable - Trade 1,383,207
Inventory (Note 2) 181,060
Other Receivables - Advances (Note 3) 127,971
Total Current Assets 1,699,078
Property, Plant, and Equipment (at cost) - Net (Note 4) 723,783
Other Assets
Goodwill 751,329
Other Investments 17,380
Long Term Notes Receivable (Note 5) 476,914
Total Other Assets 1,245,673
TOTAL ASSETS $ 3,668,534
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities
Accounts Payable - Trade 869,198
Bank Line of Credit (Note 6) 724,890
Other Accrued Expenses 255,608
Total Current Liabilities 1,849,696
Long Term Notes
Notes Payable (Note 7) 655,942
Obligations under Capital Leases For
Equipment & Other 206,896
Other Long Term Liabilities 25,000
Total Long Term Note 887,838
Stockholders Equity
Preferred stock at $2 par value;
Authorized 10,000,000 shares issued
and outstanding -0-
Common stock at $.10 par value;
Authorized 50,000,000 common shares 1,076,473
10,764,733 shares issued and outstanding
Additional paid-in capital 5,600,675
Accumulated Deficit (5,746,125)
Total Stockholders Equity 931,000
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 3,668,534
</TABLE>
The accompanying notes are an integral part of these financial statements.
MOUNTAIN STATES RESOURCES CORPORATION
Consolidated Statements of Operation
For the Twelve Months Ended March 31
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Net Revenues $ 5,065,657 $ 4,742,159
Cost of Goods Sold 3,440,366 3,459,167
Gross Margin 1,625,291 1,282,992
Selling, General and 1,783,714 920,873
Administrative
Operating Income (Loss) (158,423) 362,119
Other Income (Expense) (40,707) (81,417)
Net Income (Loss) $ (199,130) $ 280,702
Earnings (Loss) Per Share $____(.26)___ $ ______.37___
Weighted average number of shares
outstanding used in earnings (loss)
per share calculation 744,124 744,124
</TABLE>
The accompanying notes are an integral part of these financial statement.
MOUNTAIN STATES RESOURCES CORPORATION
Consolidated Statements of Stockholders' Equity
For the Years Ended March 31, 1997 and 1996
<TABLE>
<CAPTION>
Common Stock Additional paid Accumulated Treasury
in Capital Deficit Stock Total
<S> <C> <C> <C> <C> <C> <C>
Balance
March 31, 1996 418,733 $41,873 $4,801,107 ($5,546,995) ($1,000) ($626,069)
Common stock 20,000 2,000 76,946 - - -
issued in exchange
for preferred
shares at
approximately
$3.95 per share
(39,473)Shares
(78,946)Amount
Common stock 500,000 50,000 - - - 50,000
issued for
services under
S - 8
Common stock 516,000 51,600 722,599 - - 774,199
issued for debt
of approximately
$17,58 per share
Common stock 9,310,000 931,000 - - - 931,000
issued for
acquisition of
Micro-Media
Solutions, Inc.
Cancellation of - - - - 1,000 1,000
Treasury Stock
Net Loss for the- - - (199,130) - (199,130)
year ended
March 31, 1997_________ ________ __________ ___________ ________ _________
</TABLE>
Balance
March 31,1997 10,764,733 $1,076,473 $5,600,652 $(5,746,125)$___-_____$931,000
<TABLE>
<CAPTION>
MOUNTAIN STATES RESOURCES CORPORATION
Consolidated Statements of Cash Flow
For the years ended March 31
<S> <C> <C>
1997 1996
Cash Flows from Operating Activities:
Net Income (loss) $ (199,130)$ 280,702
Adjustments to reconcile net income
To net cash, provided by operating
activities:
Depreciation expense 116,628 58,126
Change in accounts receivable (565,474) (810,224)
Change in inventory 189,040 (362,645)
Change in accounts payable 345,108 524,090
Change in accrued expenses 253,676 63,008
Net Cash Provided by (Used by)
Operating Activities 139,848 (246,943)
Cash Flows from Investment Activities:
Investment in property & equipment (572,644) (297,394)
Investment in other assets (1,990) (15,390)
Issuance of loans (455,471) (149,413)
Net Cash Provided by (Used by)
Investing Activities (1,030,105) (462,197)
Cash Flows from Financing Activities:
Repayment of long term debt 759,321 665,160
Change in capital lease obligations 144,320
Change in other long term liabilities (8,066) 41,667
Net Cash Provided by (Used by)
Financing Activities 895,575 706,827
Net Increase (Decrease) in Cash 5,318 (2,313)
Cash at Beginning of Period 1,519 3,832
Cash at End of Period $ 6,837 $ 1,519
</TABLE>
The accompanying notes are an integral part of these financial statements.
MOUNTAIN STATES RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business and Organization
Mountain States Resources Corporation (MSRC), (the "Company") was
organized under the laws of the State of Utah on April 15, 1969. On
June 23, 1997 MSRC entered into a reverse merger agreement and plan of
reorganization with the shareholders of Micro-Media Solutions, Inc.
(MSI) in which MSRC acquired 100% of the common stock of MSI. As part
of the reorganization, MSRC plans to change its name to Micro-Media
Solutions, Inc. (MSI). The transaction was accounted for as a purchase.
MSI is an Austin, Texas-based, technology corporation formed to provide
computer hardware, software programming, system support, maintenance,
media duplication, and kitting to the public and private sectors. MSI is
HUB certified to do business with state and corporate clients.
MSI is a business solutions technology integrator with infrastructure design
and implementation services. MSI's computer networking services includes
system integration and local and wide-area networks.
Principles of Consolidation
The consolidated financial statements for 1997 and 1996 include the accounts
and transactions of MSRC and MSI. All significant inter-company accounts and
transactions have been eliminated in the accompanying consolidated financial
statements. MSRC, however, did not have any material balance sheet accounts
or account balances, with the exception of a net operating loss of $5.7
million. MSRC, a development stage company, began operations in April 15,
1969 as a mining, mineral extraction and oil and gas exploration company.
MSRC discontinued its operations in 1993 and became a development stage
company as described in the Statement of Financial Accounting Standards #7.
Since then, MSRC has activly sought new business opportunities. The
significant account balances were MSI's.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.
MOUNTAIN STATES RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
(Continued)
Accounts Receivable
The Company provides an allowance for uncollectible receivables when it is
determined that collection is doubtful. A reserve for uncollectible
receivables is provided and/or uncollectible accounts are written off when
such a determination is made.
Property, Plant, and Equipment
Properties and equipment are stated at cost. Depreciation of equipment is
provided over estimated useful lives of five to ten years using the straight-
line method of depreciation. Renewals and betterments are capitalized when
incurred. Costs of maintenance and repairs that do not improve or extend
asset lives are charged to expense.
Revenue Recognition
For financial reporting purposes, revenues are recognized in the accounting
period which corresponds with the performance of the service to the customer.
The related costs and expenses are recognized when incurred. Revenues are
derived form local and state government contracts and local businesses.
Federal Income Tax
The Company adopted SFAS No. 109, "Accounting for Income Taxes", during the
year ended December 31, 1993. SFAS required a change from the deferred
method of accounting for income taxes to the liability method. Under SFAS
No. 109, deferred tax liabilities and assets are determined based on
differences between the financial statement and tax basis of assets and
liabilities using enacted tax rates expected to be in effect for the year in
which the differences are expected to reverse. The net change in deferred tax
assets and liabilities is reflected in the statement of operations. The primary
difference between financial reporting and tax reporting relate to the capit-
alization of exploratory and intagible drilling costs for financial statement
purposes. Due to its net operating loss carry-forward, the adoption of SFAS
No. 109 did not result in any effect in the Company's statement of operations.
MOUNTAIN STATES RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
(Continued)
Earnings (Loss) Per Share
The earnings (loss) per share is computed on the basis of the weighted
average number of shares outstanding during the year. All historical per
share data has been restated to reflect stock splits and the effect of the
merger transaction of Micro-Media Solutions, Inc.
Use of Estimates and Certain Concentrations
Management of the Company has made a number of estimates and assumptions
relating to the valuation and reporting of assets and liabilities and the
disclosure of contingent assets and liabilities to prepare these consolidated
financial statements in conformity with generally accepted accounting
principles. Although actual results could differ from those estimates,
Management believes its estimates are reasonable. Certain components,
subassemblies and software included in the Company's computer systems are
obtained from sole suppliers or a limited number of suppliers. The Company
relies,to acertain extent, upon its suppliers' abilities to enhance existing
products in a timely and cost-effective manner, to develop new products to
meet changing customer needs and to respond to emerging standards and other
technological developments in the computer industry. The Company's reliance
on a limited number of suppliers involves several risks, including the
possibility of shortages and/or increases in costs of components and
subassemblies, and the risk of reduced control over delivery schedules.
Financial Instruments
Cash equivalents include highly liquid short-term investments with original
maturities of three months or less, readily convertible to known amounts of
cash. The amounts reported as cash equivalents, receivables, other assets,
accounts payable and accrued expenses and debt are considered by the Company
to be reasonable approximations of their fair values, based on market
information available to management as of June 30, 1997. The use of
different market assumptions and estimation methodologies could have a material
effect on the estimated fair value amounts. The reported fair values do not
take into consideration potential taxes or other expenses that would be
incurred in an actual settlement.
Financial instruments that potentially subject the Company to concentration
of credit risk consist principally of cash and cash equivalents and trade
accounts receivable. A concentration of credit risk may exist with respect
to trade receivables, as many of the Company's customers are affiliated with
the computer and telecommunications industries. The Company has a large
number of customers on which it performs ongoing credit evaluations and
generally does not require collateral from its customers. Historically,
the Company has not experienced significant losses related to receivables
from individual customers or groups of customers in any particular industry
of geographic area.
Goodwill
On June 23, 1997, Micro-Media Solutions, Inc. (MSI) merged with Mountain
States Resource Corporation (MSRC). Pursuant to the terms of the Merger,
MSRC issued approximately 9,310,000 shares of its common stock in exchange
for all of the outstanding shares of MSI. The name of the surviving
corporation will be changed to MSI. The Merger resulted in a change of
control and was accounted for as a purchase. A new basis of accounting was
established for the assets and liabilities and reflects the allocation on the
basis of their fair values. Goodwill of approximately $751,000 was recorded to
the extent the purchase price exceeded the fair value of the identifiable net
assets. Goodwill will be amortized on a straight line basis over ten years.
NOTE 2. INVENTORY
Inventories are valued at cost. The Company utilizes a just-in-time inventory
method to minimize the cost of maintaining and keeping a large amount of
inventory. Inventory consists principally of hardware and software needed
for maintaining and building network technology for customers.
NOTE 3. OTHER RECEIVABLES
Other receivables include employee advances for travel and lodging in
preparation and set up of projects across the state.
NOTE 4. PROPERTY PLANT AND EQUIPMENT
<TABLE>
<CAPTION>
A summary of the Company's investment in property plant and equipment at March
31, 1997 is as follows:
<S> <C>
Equipment, furniture and fixtures $ 721,461
Leasehold Improvements 177,077
868,776
Less Accumulated Depreciation 174,755
Net Property Plant and Equipment $ 723,783
</TABLE>
Depreciation charged against income for the years ended March 31, 1997
and 1996 was $ 174,700 and $58,000 respectively.
MOUNTAIN STATES RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENT
MARCH 31, 1997
(Continued)
NOTE 5. RELATED PARTY - NOTES RECEIVABLE - LONG TERM
<TABLE>
<CAPTION>
As of March 31, 1997, the Company had advanced funds to the following
entities:
<S> <C>
Prima Development and Construction, Inc. $ 251,983
(10% Note Receivable from a related party)
Quality Communications, Inc. 84,394
(10% Note Receivable from a related party)
Salas Concessions, Inc. 140,048
(10% Note Receivable from a related party) __________
TOTAL $ 476,425
</TABLE>
The shareholders of MSI signed personal guarantees for all the notes and
leases.
Prima Development and Construction, Inc. (a construction and fiber optics
cabling corporation) - The original loan agreement is dated April 1, 1997.
The principal amount of this loan is $185,000. Interest is due and payable
monthly as it accrues, commencing on April 10, 1997 and continuing on the
same day of each month thereafter during the term of the note. Principal and
interest are payable in monthly installments of $2,444.79. The annual
interest rate on the note is 10%. Prima Development and Construction,Inc.has
the right to prepayment without penalties.
An amendment to the loan agreement was executed on April 15, 1997 to
incorporate funds advanced to MSI for the period January 1, 1997 through
March 31, 1997. The principal amount of this loan is $66,983. Interest is
due and payable monthly as it accrues, commencing on January 2, 1998 and
continuing on the same day of each month thereafter during the term of the
note. Principal and interest are payable in monthly installments of $885.19.
The annual interest rate on the note is 10%. Prima Development and Construction,
Inc. has the right to prepayment without penalties.
MOUNTAIN STATES RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENT
MARCH 31, 1997
(Continued)
The ownership of Prima Development and Development, Inc. include owners of
MSI and other outside investors. The primary purpose of establishing Prima
was to enable MSI to sub-contract critical services relevant to MSI's service
mix. By setting up a company to exclusively provide support services for MSI
reduces the overhead to MSI and avoids carrying expenses that vary with
seasonality such as outside fiber optic cabling and related construction.
MSI contracts with Prima on a project to project basis. Currently, Prima has
under contract several projects which will provide the basis for the loan
repayment to MSI.
Quality Communications, Inc. (a telecommunications corporation) - The loan
agreement is dated April 1, 1997. The principal amount of this loan is $77,600.
Interest is due and payable monthly as it accrues, commencing on April 10, 1997
and continuing on the same day of each month thereafter during the term of the
note. Principal and interest are payable in monthly installments of $1,025.49.
The annual interest rate on the note is 10%. Quality Communications, Inc. has
the right to prepayment without penalties.
The ownership of Quality Communications, Inc. (QCI) include owners of MSI and
other outside investors. The primary purpose of establishing QCI was to
enable MSI to sub-contract critical services relevant to MSI's service mix.
By setting up a company to exclusively provide support services for MSI
reduces the overhead to MSI and avoids carrying expenses. MSI contracts with
QCI on a project to project basis. QCI has under contract several significant
cabling projects that will provide funds for pay-off of MSI's loan.
Salas Concessions, Inc. (a food services corporation) - The loan agreement is
dated April 1, 1997. The principal amount of this loan is $133,700. Interest
is due and payable monthly as it accrues, commencing on April 10, 1997 and
continuing on the same day of each month thereafter during the term of the
note. Principal and interest are payable in monthly installments of $1,766.86.
The annual interest rate on the note is 10%. Salas Concessions, Inc. has the
right to prepayment without penalties.
This investment loan was extended when MSI was expanding. Salas Concessions
located at Robert Mueller Airport offered a unique opportunity to show MSI's
point of sale and telecommunications services and equipment in a commercial
environment. MSI also planned to use a $80,000 carry-over loss write-off to
offset MSI's 1995-1996 operating profits. Subsequently, MSI went into as state
- -wide expansion and headquarter expansion that eliminated the need for taking
over Salas Concession.
Salas Concessions entered into an agreement to pay-off initial capital and
operating expense for funds advanced by MSI. The concessions are growing in
by 6% annually and beginning to show profit; therefore, there is no risk to
MSI's note.
NOTE 6. SHORT-TERM BORROWINGS.
The Company has a secured credit agreement with Bank One providing for
borrowings of up to $725,000, based on the amount of the Company's eligible
receivables. As of March 31, 1997 the Company was eligible to borrow
$725,000 pursuant to the agreement, and had borrowed the full amount.
Under the agreement, the Company is subject to certain financial and other
covenants including certain financial ratios.
MOUNTAIN STATES RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
(Continued)
NOTE 7. NOTES PAYABLE.
LONG-TERM NOTES PAYABLE consists of the following amounts at March 31, 1997:
Austin Community Development Corporation,$100,000 $ 100,000
equipment loan secured by equipment, cash flow from
operations, and guarantor liquidity dated May 29,
1996 due and payable with interest only first 6 months,
principal and interest monthly sufficient to fully
amortize the original balance over a five-year straight
line amortization.
Austin Community Development Corporation,$100,000 78,202
working capital loan secured by equipment, furniture and
fixtures and guarantor liquidity dated June 14, 1995 due
and payable in equal monthly installments of $2,083.33 at
12% fixed rate.
Neighborhood Commercial Management Program $75,000 Loan 54,407
from City of Austin, to be used for making improvements
to leasehold property, purchasing furniture and additional
equipment, secured by security interest, second lien on
accounts receivable, furniture, fixtures, existing equipment
and proposed new equipment to be acquired and guarantor
liquidity, due and payable in monthly installments of
$1,347.65 until December 1, 2000, dated June 8, 1995 at
an interest rate at 0% until December, 1995 then 3.0%.
Neighborhood Commercial Management Program $250,000 Loan 250,000
from City of Austin, to be used for making improvements
to leasehold property, purchasing furniture and additional
equipment, secured by security interest, second lien on
accounts receivable, furniture, fixtures, existing equipment
and proposed new equipment to be acquired and guarantor
liquidity, due and payable in monthly installments of $4,492.17
until December 1, 2001, dated July 31, 1996 at an interest rate
of 0% until December, 1995 then 3.0%.
Bank One $200,000 Loan to be used for equipment purchases, 173,333
secured by a first lien security interest in all furniture,
fixtures, equipment and leasehold improvements of borrower
and guarantor liquidity, will advance up to 80% against
invoices for equipment associated with borrower's upcoming
contracts due and payable in monthly installments to fully
amortize the debt over 60 months, dated June 12, 1996 at an
interest rate equal to the Bank One Texas base rate plus 2%.
Total $655,942
MOUNTAIN STATES RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
(Continued)
NOTE 8. FEDERAL INCOME TAXES
The Company adopted SFAS No. 109 "Accounting for Income Taxes" during the
year ended December 31, 1993. SFFAS required a change from the deferred
method of accounting for income taxes to the liability method. Under
SFAS No. 109, deferred tax liabilities and assets are determined based
on differences between the financial statement and tax basis of assets
and liabilities using enacted tax rates expected to be in effect for
the year in which the differences are expected to reverse. The net
change in deferred tax assets and liabilities is reflected in the
statement of operations, if any.
MOUNTAIN STATES RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
(Continued)
NOTE 9. GOING CONCERN
As shown in the accompanying consolidated financial statements, the Company
has incurred a net loss in the current year of $199,130 and as of that date,
the Company's current liabilities exceeded its current assets by $150,618.
At June 30, 1997, the Company owes accounts payable with dates due in excess
of thirty (30) days. These factors create an uncertainty about the Company's
ability to continue as a going concern. The ability of the Company to
continue as a going concern is dependent on the Company's additional financing
top fund the expenses related to operations and capital improvements.
The Company is currently negotiating with several investors to obtain an
infusion of new capital. In addition, the Company is continuing discussions
with private investment groups, and plans a secondary offering in the second
quarter of fiscal 1998. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as
a going concern.
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.
Date__08/01/97_________ By ____Jose G Chavez__________________________
Jose G. Chavez, 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 this
Registrant and in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Capacity Date
________________
Jose G. Chavez Chairman of the Board of 08/01/97
Directors and President
________________
Mitchell Kettrick Vice-President and Director 08/01/97
________________
George Villalva Vice-President and Director 08/01/97
________________
Frank Rodriguez Chief Financial and 08/01/97
Accounting Officer
________________
</TABLE>
