SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of Earliest event reported): June 23, 1997
MOUNTAIN STATES RESOURCES CORPORATION
(Exact Name of Registrant as Specified in Charter)
Utah 0-8146 87-0280886
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
501 Waller Street, Austin, TX 78702
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 512 476-6925
57 West 200 South, Suite 310, Salt Lake City, Utah 84101
(Former Name or Former Address, if Changed Since Last Report)
Item 1. Changes in Control of Registrant
(a) On June 23, 1997, the closing of the Agreement and Plan of Reorganization
(the "Agreement") with Micro-Media Solutions, Inc., a Texas corporation ("Micro-
Media"), occurred. The Registrant issued 9,310,000 shares of common stock of
the Registrant for all of the outstanding shares of Micro-Media. Thus, the
Registrant 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 Registrant. In addition, Mr. Jose Chavez now owns 7,125,000 shares
of the Common Stock, or 66.18%, of the Registrant and is therefore believed to
control the Registrant by virtue of the number of outstanding shares of the
Registrant. Also, Mr. Chavez is the president, chief executive officer, and a
director of the Registrant. Each of the former shareholders of Micro-Media
exchanged their shares of such entity for shares of the Registrant as set forth
in the Agreement. Micro-Media is now a wholly owned subsidiary of the
Registrant. In addition, the management of the Registrant now consists of the
following individuals: Jose Chavez, Mitchell Kettrick, and George Villalva.
The following table sets forth the names of those persons who were former
shareholders of Micro-Media and those persons who are now believed by management
to beneficially own, directly or indirectly, in excess of 5% of the outstanding
stock of the Registrant:
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%
Item 2. Acquisition of Assets
Effective June 23, 1997, the shareholders of Micro-Media exchanged their
shares for shares of common stock of the Registrant as set forth in response to
Item 1 above. The board of directors of the Registrant determined that because
the Registrant had been inactive and had no assets or other business
opportunities, the acquisition of Micro-Media would provide the Registrant to
engage in the business conducted by Micro-Media. The board of directors did not
assign a specific value to the transaction.
Pursuant to information contained in a Form 4 filed by Howard Oveson, a
former officer, director, and controlling shareholder of the Registrant, Mr.
Oveson sold 480,000 shares beneficially owned by him on June 24, 1997, for
$180,000.
Item 7. Financial Statements
(a) and (b) The financial statements required by this item will be filed not
later than sixty days after the filing date of this report on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Mountain States Resources Corporation
Date: July 8, 1997 By /s/ Jose Chavez
Jose Chavez, President
Date: July 8, 1997 By /s/Frank Rodriguez
Frank Rodriguez, Principal Financial
Officer
