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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
BRUSH CREEK MINING AND DEVELOPMENT CO., INC.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
117418 400
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(CUSIP Number)
Louis A. Brilleman, Esq.
Heller, Horowitz & Feit, P.C.
292 Madison Avenue
New York, New York 10017
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 29, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-I(b)(3) or (4), check the following
box [ ]
Check the following box if a fee is being paid with the statement. [x]
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7)
NOTE: Six copies of this statement, including all exhibits should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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Schedule 13D
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CUSIP NO. 117418 400 13D PAGE 2 OF 7 PAGES
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Werner
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
3,000,000
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
3,000,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
14. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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PAGE 3 OF 7 PAGES
Item 1. Security and Issuer
This statement relates to Common Stock, no par value (the "Common
Stock"), of Brush Creek Mining and Development Co., Inc., a Nevada corporation
("Company"). The address of the principal executive office of the Company is 970
East Main Street, Suite 200, Grass Valley, California 95945.
Item 2. Identity and Background
(a) This statement is filed on behalf of David Werner.
(b) The business address for Mr. Werner is 36 West 44 Street, New
York, New York 10036.
(c) Mr. Werner is engaged in real estate and stock investments.
(d) N/A
(e) N/A
Item 3. Source and Amount of Funds or other Consideration
Funds used by the Reporting Persons were generated by personal funds.
Item 4. Purpose of Transaction
Reporting Persons have no plans referred to in Items 4(a)-4(j) of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) On May 29, 1997, Mr. Werner completed the purchase of an aggregate
of 3,000,000 shares of Common Stock under a private placement. Based upon
information supplied by the Company, as of June 2, 1997, the Company had
outstanding 31,026,589 shares of Common Stock. As a result of this transaction,
Mr. Werner is the beneficial owner of 9.7% of the total outstanding.
(b) Except as disclosed under item 6, Mr. Werner has the sole power to
vote and dispose of the Common Stock.
(c) Other than as reported herein, there have been no transactions in
the Company's securities by Mr. Werner during the past 60 days.
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PAGE 4 OF 7 PAGES
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Mr. Werner has agreed to vote his shares of Common Stock in favor of
the positions espoused by the Company's current Board of Directors.
Item 7. Material to be Filed as Exhibits
1. Voting Agreement respecting the Common Stock.
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PAGE 5 OF 7 PAGES
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: June 3, 1997
/s/ David Werner
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David Werner
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EXHIBIT INDEX
Item No. Description
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1. Voting Agreement respecting the Common Stock.
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Exhibit 1
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BRUSH CREEK MINING AND DEVELOPMENT CO., INC.
May 27, 1997
Mr. David Werner
1751 58th Street
Brooklyn, New York 11204
Dear David:
This is to confirm that you have agreed to vote any and all blocks of
Brush Creek shares controlled by you or any of your affiliates in favor of the
positions espoused by the current Board of Directors.
Thank you for your continued support.
Sincerely,
/s/
Jim Chapin
CEO
/s/
Mr. David Werner 5/27/97
