U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] Annual report under section 13 or 15(d) of the Securities Act of 1934
for the fiscal year ended December 31, 1997.
[ ] Transition report under section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from to .
Commission File Number 0-20193
AMERICOMM RESOURCES CORPORATION
(Name of small business issuer in its charter)
DELAWARE 73-1238709
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
9 E. 4th Street, Suite 305, Tulsa, OK 74103-5109
(Address of principal executive offices) (Zip Code)
(Issuer's Telephone Number) (918) 587-0096
Securities registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
registered
NONE
Securities registered under Section 12(g) of the Act:
Common Stock, $.001 Par Value
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months
(or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days.
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 $568.
The aggregate market value of the voting stock held by non-affiliates on
March 27, 1998 was approximately $8,450,814. On such date, the closing price
for the Registrant's Common Stock was $0.9375 per share.
State the number of shares outstanding of each of the issuer's classes of
common equity, as of March 27 1998. 13,146,258
Documents incorporated by reference: NONE
Transitional Small Business Disclosure Format:
YES [ ] NO [X]
PART I
ITEM 1. BUSINESS
Background
Americomm Resources Corporation, a Delaware corporation (the "Registrant"),
was incorporated in the state of Utah in August 1983 under the name
Chambers Energy Corporation and reincorporated in Delaware in March 1985
under the name Americomm Corporation. The corporate name was changed to
Americomm Resources Corporation in July 1995 and a one-for-three reverse
stock split of the Company's Common Stock was effected in June 1996. All per
share numbers set forth in this Form 10-KSB have been adjusted to reflect
such reverse stock split. The Registrant has no subsidiaries. The
Registrant operates from leased office space at 9 East 4th Street, Suite 305,
Tulsa, Oklahoma 74103-5109 with the telephone number shown on the front of
this report.
From the time of its incorporation through December 1991, the Registrant
remained essentially inactive. In December 1991, the Registrant completed a
$60,000 private placement of its common stock which was used to pay the costs
of (i) obtaining an audit of the Registrant's financial statements, (ii)
registering its common stock pursuant to the Securities Exchange Act of 1934,
as amended, and (iii) partially funding the Registrant's business activities
to date. In August 1995, the Registrant completed a private placement of
1,674,724 shares at $0.375 per share. To facilitate the offering, certain
shareholders of the Company sold an aggregate of 666,666 shares at a
purchase price of $0.15 per share to investors who purchased shares from
the Company in the offering. In connection with the offering, the Company
realized gross cash proceeds of approximately $600,000 and was relieved
of an obligation to repay a $28,000 advance from a shareholder who purchased
shares in the offering.
In March 1998, Albert E. Whitehead purchased 1,375,000 shares of Common Stock
from the Registrant at a purchase price of $0.20 per share or a total
purchase price of $275,000 which the Registrant has agreed to use to acquire
oil and gas leases on an oil prospect in the state of Wyoming. The Registant
has also issued an additional 566,000 shares of Common Stock in connection
with the acquisition of such oil and gas leases. Although the entry into
oil and gas represents a new direction for the Registrant, the Registrant
intends to continue limited exploration of its gold prospects. Mr. Whitehead,
a director and shareholder of the Registrant, was appointed Chairman of the
Board in March 1998. Mr. Whitehead was a co-founder and Chairman and Chief
Executive Officer of Seven Seas Petroleum Inc. until his retirement in May
1997.
Forward-Looking Information. All statements, other than statements of
historical fact contained in this Form 10-KSB, including statements in
"Plan of Operation", "Business", and "Properties" are forward-looking
statements. Forward-looking statements generally are accompanied by words
such as "anticipate", "believe", "estimate", "expect", "potential",
"project" or similar statements. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable,
no assurance can be given that such expectations will prove correct. Factors
that could cause the Company's results to differ materially from the results
discussed in such forward-looking statements include the uncertainty of
exploration results, operating hazards, need for additional capital,
competition from other mining and natural resource companies, the
fluctuations of prices for gold and for oil and gas and the effects of
governmental and environmental regulation. All forward-looking statements
in this Form 10-KSB are expressly qualified in their entirety by the
cautionary statements in this paragraph.
Business Developments over the past five years.
OIL AND GAS PROSPECT. In March 1998, the Registrant entered into agreements
relating to a proposed oil and gas prospect in the state of Wyoming. The
Registrant agreed to pay $234,500 to cover the initial expenses of acquiring
oil and gas leases relating to the prospect. The Registrant also issued an
aggregate of 566,000 shares of Common Stock and agreed to grant overriding
royalty interests to five individuals as consideration for services performed
and to be performed in connection with the acquisition and exploration of
the prospect. The parties to the agreement are in the process of obtaining
oil and gas leases covering the prospect. The Registrant believes the
exploration and development of the prospect will require substantial amounts
of additional capital which may be raised through debt or equity offerings,
encumbering properties or entering into arrangements whereby certain costs
of exploration will be paid by others to earn an interest in the prospect.
No assurance can be given that the additional capital required to explore
the prospect will be available to the Registrant on acceptable terms.
Under the terms of the agreement relating to the prospect, the Registrant
is not required to drill a well on the prospect until a minimum number of
acres have been acquired. If the Registrant is unable to finance the cost of
drilling the first well on the prospect within a specified period after the
acquisition of the minimum acreage, the parties to the agreement have agreed
to sell the prospect. In such event, assuming the parties are successful
in locating a buyer for the prospect, the Registrant would recover its costs
in acquiring the prospect and would receive 50% of any proceeds from the sale
of the prospect in excess of such costs.
The exploration and development of oil and gas prospects is highly
speculative. Even if the Registrant is successful in acquiring the prospect
and in financing the exploration and development costs with respect thereto,
there can be no assurance that the Registrant will be able to discover,
develop or produce sufficient reserves to recover the expenses incurred
in connection with the exploration of its properties, to fund additional
exploration or development or to achieve profitablility.
GOLD MINING PROSPECTS. Over the past five years, the Registrant has acquired
interests in, and conducted surface geology, mapping, sampling and staking of
claims on, the following seven gold mining prospects, six of which are in
various stages of exploration and are without known reserves and one of which
has been dropped. In 1995, the Registrant acquired a copper exploration
prospect which was dropped in December 1996. The following is a brief
description of the Registrant's interests:
On May 19, 1995 the Registrant acquired all of the interests of Southwestern
Gold U.S.A., Inc. ("Southwestern Gold") in four gold mining prospects
located in the State of Nevada in exchange for the issuance of 1,333,333
shares of the Registrant's restricted common stock to such company. The
properties are located in Churchill, Nye, White Pine and Humboldt counties
in Nevada and originally consisted of 148 unpatented and non-producing gold
mining claims. In January 1996 the Registrant located 36 additional lode
mining claims adjoining its Churchill County project, bringing the total in
this group to 184 claims covering 3,680 acres. In December 1996 the
Registrant executed a Heads of Agreement with Echo Bay Exploration Inc., a
subsidiary of Echo Bay Mines Ltd., Denver, Colorado for exploration of the
Churchill County property.
During 1994, the Registrant acquired a one-third (33 1/3%) interest in the
North Goldfield Prospect in Esmeralda County, Nevada which consisted of
170 claims. The Registrant incurred $65,000 in exploration expense on this
prospect in 1995 and dropped its 1/3 interest partnership after an
unsuccessful test drilling program.
During 1992, the Registrant acquired 100% of the Indian Springs gold mining
prospect which currently consists of 64 claims covering 1,280 acres in
Esmeralda County, Nevada. During 1995 the Registrant incurred approximately
$63,000 in expenses in an eight hole drill test program on four of the
claims in this block. Six of the holes hit anomalous gold mineralization
in narrow low grade intervals which were not of economic value. Additional
anomalous gold values have been found at the surface within the claim block
and the Registrant may conduct further mapping and sampling over the
entire claim block to identify targets for a drilling program.
During 1992, the Registrant acquired the rights to a 3% net smelter run (NSR)
nonparticipating royalty interest in the gold mining prospect known as the
Gold Creek Prospect (formerly known as the Pioneer Project) which currently
consists of 20 mining claims in Powell County, Montana. A geochemical soil
survey was conducted on the prospect in 1993 to identify drill targets. No
additional exploration activities have been conducted on this prospect since
that time. In 1996, the holder of these claims reduced the number of mining
claims from 60 to 20 as it had not located an industry partner to explore
this prospect. In 1997 the Registrant received assignment of these claims
from the previous holder, whereby the Registrant became the operator of the
project. In consideration for this assignment, the Registrant agreed to pay
necessary BLM and county filing fees in 1997 to maintain these claims
during the 1998 assessment year and to pay the previous holder a 3% net
smelter run (NSR) non-participating royalty interest on production from the
property, if and when such production takes place.
In December 1995 the Registrant acquired a copper exploration prospect in
the Big Indian mining district of the Lisbon Valley in San Juan County,
Utah. The property had 107 located lode mining claims two blocks and in two
state leases contiguous to the claim blocks, totaling 2,380 acres. The
Registrant engaged in surface exploration of the property in 1996 and dropped
the property in December 1996 as, in the Registrant's opinion, the property
had only marginal potential for discovery of economic copper production.
For a more particular description of the properties held by the Registrant,
see "Item 2. PROPERTIES".
Competition
Precious metals and oil and gas exploration, is extremely competitive. The
Registrant must compete with many long-established companies with greater
financial resources and technical capabilities. There can be no assurance
that the Registrant will be able to successfully compete for the properties
or for the services and supplies necessary to conduct its business. The
Registrant is not a significant participant in the oil and gas industry or
in the precious metals industry.
Markets; Price Volatility
The market price of oil and gas and gold is volatile, subject
to speculative movement and depends upon numerous factors beyond the control
of the Registrant, including expectations regarding inflation, global and
regional demand, political and economic conditions and production costs.
There can be no assurance that the production and sale of oil and gas or
gold, if any, from the Registrant's properties will be commercially feasible
under market conditions prevailing in the future.
Regulation
The mining industry in the United States is subject to extensive federal,
state and local laws and regulations governing exploration, development, and
production, export, tax, labor standards, occupational health, waste
disposal, protection and remediation of the environment, reclamation, mine
safety, toxic substances and other matters. Compliance with such laws and
regulations has increased the cost of planning, designing, drilling,
developing, constructing, operating and closing mines and mining facilities.
In addition, during the past decade, legislation has been proposed that
sought to reform the General Mining Law of 1872, which governs exploration
and mining activities on unpatented mining claims and related activities
on federal lands. The proposed legislation contained strict new
environmental protection standards and conditions, additional reclamation
requirements and extensive new procedural steps which would likely result
in delays in permitting and could adversely effect the development of
minerals on federal lands. The proposed legislation also provided for the
imposition of royalties on gold production from currently unpatented mining
claims, which could adversely affect the economics of mining projects. The
imposition of stricter regulations governing mining operations and the
protection of the environment could have a significant impact on the
operations of all mining companies and substantially increase the costs of
those operations.
Although the Registrant is not aware of any circumstances which would cause
the Registrant to be in violation of any regulation, substantial costs are
expected to be required to comply with applicable regulations and costs and
delays associated with such compliance could materially affect the economics
of a given project, cause material changes or delays in the Registrant's
intended activities or inhibit the development of a mining property. The
effect of any future regulation on the Registrant's operations cannot be
determined at this time, although any increase in the cost of the Registrant's
operations as a result of future regulations could have a material adverse
impact on the Registrant.
The oil and gas industry is also subject to extensive federal, state and local
laws and regulations governing the production, transportation and sale of
hydrocarbons as well as the taxation of income resulting therefrom. If the
Registrant engages in exploration for oil and gas, the Registrant's
operations will be subject to numerous regulations the effect of which cannot
be determined at this time.
Title to Properties
The Registrant's mineral rights consist of unpatented mining claims which
are unique property interests and are generally considered to be subject to
greater title risk than other real property interests. The greater title
risk results from unpatented mining claims being dependent on strict
compliance with a complex body of federal and state statutory and decisional
law, much of which compliance involves physical activities on the land, and
from the lack of public records which definitively control the issues of
validity and ownership. In conformity with normal industry operating
procedures, title reports or opinions are not obtained as a matter of course
until a determination has been made to commence drilling operations.
Accordingly, the Registrant bears the risk of loss resulting from any title
defects.
Employees
The Registrant presently has two officers, (1) Mr. Albert E. Whitehead, who
was appointed its Chairman of the Board in March 1998 and who devotes a
substantial part of his working time to the affairs of the Registrant,
(2) Mr. Thomas R. Bradley, its President, who devotes all of his working time
to the affairs of the Registrant, and (3) Mrs. Jane Bradley, Mr. Bradley's
wife, who serves as corporate Secretary and Treasurer of the Registrant, is
not compensated for so serving has no active role and devotes a de minimis
amount of time to the Registrant's affairs. The Registrant has no employees.
ITEM 2. PROPERTIES
Jessup Property
Churchill County, Nevada
The Jessup Property consists of 130 unpatented mining claims (94 acquired
from Southwestern Gold U.S.A., Inc. in 1995 and 36 located by the Registrant
in 1996) covering approximately 2,200 acres in Churchill County, Jessup
Mining District, Nevada (collectively the "Jessup Property") which is
located approximately 60 miles northeast of Reno, Nevada. Access to the
property is by way of interstate highway from Reno, Nevada and then by dirt
road.
In December 1996 the Registrant executed a Heads of Agreement (the
"Agreement") with Echo Bay Exploration Inc. of Denver, Colorado, providing
for a five year exploration program on the Jessup Property to be conducted
by Echo Bay, as operator. The Agreement grants to Echo Bay the right to
earn an undivided fifty-one percent (51%) interest at any time during the
five (5) year period, in the Jessup Property by (i) expending Two Million
Dollars ($2,000,000) on or for the direct benefit of the Jessup Property
("Work Expenditures"); and (ii) making cash payments to the Registrant
totaling Seven Hundred Fifty Thousand Dollars ($750,000) (the "Cash
Payment"). Under the terms of the Agreement, $250,000 in Work Expenditures
shall be made in the first year and specified minimum amounts are to be
expended in each year thereafter until the full $2,000,000 has been expended,
although Echo Bay may accelerate the payment of such Work Expenditures or
may elect to pay up to 20% of the minimum annual Work Expenditures in cash
to the Registrant if such minimum annual Work Expenditures are not made. In
addition, the Cash Payment is to be paid in minimum annual increments over
the five year period commencing with the first cash payment of $50,000 which
was received by the Registrant in January 1997. A second cash payment of
$100,000 was received in November 1997. Additional cash payments
of $150,000, $200,000 and $250,000 are payable on or before
December 1 of each year commencing with December 1, 1998. Upon completion
of the Work Expenditures and payment of the Cash Payment, Echo Bay shall
have earned an undivided fifty-one (51%) interest in and to the Jessup
Property. Within one (1) year after Echo Bay has earned its undivided
fifty-one (51%) interest, Echo Bay has an option to acquire an additional
nineteen percent (19%) undivided interest in the Jessup Property by making
a cash payment to the Registrant of Two Million Dollars ($2,000,000). Prior
to earning its interest in the Jessup Property, Echo Bay may terminate the
Agreement at any time and shall be relieved of any further obligation to the
Registrant except for any obligation which accrued prior to such termination.
During 1997 Echo Bay had work expenditures of approximately $750,000 on the
property. This exploration included geologic mapping and surface sampling
and the drilling of 123 reverse circulation exploration holes and 2 diamond
drill core holes for metallurgical testing. The total of this drilling was
approximately 41,127 feet. While it is too early in the exploration program
to do an economic evaluation of the property, exploration to date has
delineated areas of mineralization associated with typical Nevada style
epithermal gold deposits close to the surface.
The Agreement will continue for a term of twenty (20) years, and so long
thereafter as operations or activities under the Agreement continue, or until
the Agreement is terminated, whichever occurs first. The Agreement also
provides that, Echo Bay will maintain liability insurance with respect to its
operations on the Jessup Property during the five-year exploration period,
indemify the Registrant against certain liabilities caused by its exploration
activities during such period and pay all federal claim rental fees, payments
and obligations required by the von Hafften and Lawrence Leases and perform
assessment work and make necessary filings required to maintain the unpatented
claims comprising the Jessup Property while the Agreement is in full force and
effect. If Echo Bay terminates the Agreement prior to acquiring an interest
in the Jessup Property, Echo Bay will perform any reclamation work required
as a direct result of its activities on the Jessup Property and shall hold
the Registrant harmless from any such reclamation obligation. Liability for
reclamation of any distrubance on the Jessup Property prior to the effective
date of the Agreement is the exclusive responsibility of the Registrant and
the Registrant has indemnified Echo Bay for any such liability. Echo Bay and
the Registrant have each granted the other a right of first refusal with
respect to their interest in the Jessup Property. Echo Bay's exploration
program commenced in the first quarter of 1997.
The leased mining claims are governed by the Mining Lease Agreement dated
June 15, 1991 between Southwestern Gold U.S.A., Inc., and Alexander von
Hafften which covers 91 mining claims (the "Hafften Lease"), and the Mining
Lease Agreement dated July 15, 1992 between Southwestern Gold U.S.A., Inc.,
and Edmond F. Lawrence which covers 3 mining claims (the "Lawrence Lease").
Each lease has a ten year term with one ten year renewal option. If any
portion of the claims under the lease are placed into commercial production
of minerals within the first renewal term, that lease may be renewed for
additional renewal terms for so long as commercial production of minerals
continues from that lease. The leases are terminable by the Lessee on 30
days notice to the Lessor. To maintain each lease, the following minimum
advance royalty payments must be made:
<TABLE>
AMOUNT OF PAYMENT
<CAPTION>
YEAR HAFFTEN LEASE LAWRENCE LEASE
<S> <C> <C> <C>
1997 $30,000 $4,000
1998 $40,000 $6,000
1999 $50,000 $6,000
2000 $50,000 $8,000
2001 $50,000 $8,000
</TABLE>
All Hafften and Lawrence lease payments are current through 1997.
The minimum advance royalty payments of $50,000 due with respect to the first
renewal term of the Hafften Lease will be increased for inflation. The
minimum advance royalty payments with respect to the Lawrence Lease will be
$10,000 for 2002 and for each year thereafter. In addition to minimum
advance royalty payments, the Lessee must pay the Lessor a royalty equal to
5% of net smelter returns less all advance royalty payments and must pay all
taxes assessed against the property during the term of the lease. The Lessee
must also pay applicable county, state and BLM annual fees to keep the
property in good standing unless the Lessee terminates the lease before May
1st of any year.
Indian Springs Prospect
Esmeralda County, Nevada
The Registrant owns 100% of the Indian Springs Prospect with covers 64
recorded claims on 1,280 acres. This prospect is located approximately six
miles west northwest of Goldfield, Nevada and is accessible by dirt road.
Nevada is one of the worlds largest gold producing regions and the Goldfield
District has produced gold, silver and copper since 1900. The Goldfield
District, though an old, mature, mining area, has become active again with
companies using modern exploration techniques. Within a 100 mile radius of
the Registrant's prospect in this area, there are numerous mines producing
gold, silver, lead and copper.
During 1995 the Registrant incurred approximately $63,000 in expenses in an
eight hole drill test program on four of the claims in this block. Six of
the holes hit anomalous gold mineralization in narrow low grade intervals
which were not of economic value. Additional anomalous gold values have been
found at the surface within the claim block and the Registrant may
conduct further mapping and sampling over the entire claim block to identify
targets for a drilling program. This prospect is without known reserves.
Gold Creek Prospect (a.k.a. Pioneer Project)
Powell County, Montana
The Gold Creek Prospect is in the historic Pioneer Gold Mining District of
Powell County, Montana and currently consists of 20 mining claims covering
400 acres. Surface geology and geochemical surveys completed on this prospect
in 1993 identified three target areas for exploratory drilling. No additional
exploration activities have been conducted on this prospect since that time.
Placer gold was produced in the valleys immediately downstream from this
prospect in the past and the proposed drilling and development work is
intended to locate the source for this gold, which the Registrant believes
may be within its claim block. No potential resource value has been assigned
to this prospect. The prospect is accessible by dirt road.
During 1992, the Registrant acquired the rights to a 3% net smelter run (NSR)
nonparticipating royalty interest in the gold mining prospect known as the
Gold Creek Prospect (formerly known as the Pioneer Project).
In 1996, the holder of this prospect reduced the number of mining claims
from 60 to 20 as it had not located an industry partner to explore this
prospect. In 1997 the Registrant received assignment of these claims from
the previous holder, whereby the Registrant became the operator of the
project. In consideration for this assignment, the Registrant agreed to pay
necessary BLM and county filing fees in 1997 to maintain these claims during
the 1998 assessment year and to pay the previous holder a 3% net smelter run
(NSR) non-participating royalty interest on production from the property,
if and when such production takes place.
Ikes Canyon Property
Nye County, Nevada
The Ikes Canyon Property consists of 31 unpatented mining claims covering
approximately 620 acres in Nye County, Northumberland Mining District,
Nevada. The Registrant has received and evaluated data with respect to
preliminary rock chip sampling and reconnaissance mapping of the property
conducted during 1995 to locate targets for a reverse circulation drilling
program. The prospect is accessible by dirt road.
Pancake Summit Property
White Pine County, Nevada
The Pancake Summit Property consists of 10 unpatented mining claims located
in White Pine County, Pancake Mining District, Nevada. An initial program
of geological mapping and sampling on the property was conducted by
Southwestern Gold.
Verlee Property
Humboldt County, Nevada
The Verlee Property consists of 13 unpatented mining claims located in
Humboldt County, Red Butte Mining District, Nevada. An initial program of
preliminary geological mapping and sampling was conducted by Southwestern
Gold. An additional program of mapping and sampling was conducted by the
Registrant during 1995 and targets for reverse circulation drilling have
been identified. The Prospect is accessible by dirt road.
ITEM 3. LEGAL PROCEEDINGS
The Registrant is not a party to any pending or threatened legal actions.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders of the Registrant
during the fourth quarter of the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.
The Registrant's Common Stock was listed for trading effective December 21,
1992 by the OTC Bulletin Board and the National Quotation Bureau
"Pink Sheets". The Registrant's trading symbol for the OTC Bulletin Board is
"AREC". At the close of business on December 31, 1997, the holders of record
of the Registrant's Common Stock numbered 167. High and low bid prices for
the Registrant's Common Stock for each quarter within the fiscal years ending
December 31, 1997 and 1996 as reported by the OTC Bulletin Board and as
adjusted to reflect a one-for-three reverse split of the Registrant's Common
Stock which was effective June 27, 1996 were as follows:
<TABLE>
<CAPTION>
LOW BID HIGH BID
<S> <C> <C>
Quarter Ended March 31, 1996 0.1500 0.3000
Quarter Ended June 30, 1996 0.2400 0.4687
Quarter Ended September 30, 1996 0.2812 0.6875
Quarter Ended December 31, 1996 0.3125 0.6875
Quarter Ended March 31, 1997 0.2825 0.4375
Quarter Ended June 30, 1997 0.2500 0.5000
Quarter Ended September 30, 1997 0.0625 0.2812
Quarter Ended December 31, 1997 0.0750 0.2500
</TABLE>
Such quotations reflect inter-dealer prices, without retail mark-up, mark-
down or commission and may not represent actual transactions.
The Registrant has never paid any dividends and, due to the present nature
of its business activity, payment of dividends is not presently anticipated.
ITEM 6. PLAN OF OPERATION
The Registrant funded its operations during 1997 through amounts received
from Echo Bay pursuant to the Agreement and by borrowing $20,000 from the
Albert E. Whitehead Living Trust pursuant to the terms of a 6% Convertible
Note due September 23, 1998, which note is convertible at the option of the
holder thereof into shares of Common Stock of the Corporation at a purchase
price of $0.15 per share.
As Echo Bay elected to continue its work program through 1998, under the
terms of the Agreement, Echo Bay paid an additional $100,000 to the
Registrant in November 1997, which the Registrant expects to use to fund its
operations through 1998. In the event Echo Bay continues its work program on
the Jessup Property, an additional cash payment of $150,000 is payable to the
Registrant on or before December 1, 1998. If Echo Bay elects to continue the
work program in future years, additional cash payments of $200,000 and
$250,000 are payable to the Registrant on or before December 1, 1999 and the
year 2000 respectively. As Echo Bay may terminate the Agreement at any time
without further obligation to the Registrant, no assurance can be given that
these payments will be made. If Echo Bay elects to terminate the Agreement
and does not pay the Registrant $150,000 on December 1, 1998 the Registrant
will be required to raise additional capital to fund its operations and to
conduct it exploration activities.
In March 1998, the Registrant raised an additional $275,000 through the
issuance of 1,375,000 shares of its Common Stock to Albert E. Whitehead. The
Registrant has agreed to use the proceeds of this offering to fund its
acquisition of oil and gas leases on a prospect located in the state of
Wyoming. The parties to the agreement are in the process of obtaining oil and
gas leases covering the prospect. The Registrant believes the exploration
and development of the prospect will require substantial amounts of additional
capital. Additional capital may be raised through debt or equity offerings,
encumbering properties or entering into arrangements whereby certain costs of
exploration will be paid by others to earn an interest in the properties.
There can be no assurance that additional capital will be available on
ecomomically acceptable terms, if at all.
Exploration for mineral resources, such as gold and oil and gas, is highly
speculative and involves greater risks than many other businessess. Mineral
exploration and oil and gas drilling and development is frequently marked by
unprofitable efforts, not only from unproductive prospects,but also from
producing prospects which do not produce sufficient amounts to return a
profit on the amount expended. Accordingly, there can be no assurance that
the Registrant will be able to discover, develop or produce sufficient
reserves to recover the expenses incurred in connection with the exploration
of its properties, to fund additional exploration or to achieve profitability.
The Registrant does not expect any significant change in the number of its
employees during 1997. It will employ part-time or temporary persons and
consultants in situations where special expertise is required.
ITEM 7. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
AMERICOMM RESOURCES CORPORATION
INDEX TO FINANCIAL STATEMENTS
PAGE
<S> <C>
Independent Auditors' Report F-2
Balance Sheet - December 31, 1997 F-3
Income Statements - For the Years Ended
December 31, 1997 and 1996 F-4
Statements of Changes in Stockholders' Equity
For the Years Ended December 31, 1997 and 1996 F-5
Statements of Cash Flows - For the Years Ended
December 31, 1997 and 1996 F-6
Notes to Financial Statements F-7
All schedules are omitted as the required information is either inapplicable
or presented in the financial statements or accompanying notes.
</TABLE>
MAGEE RAUSCH & SHELTON, LLP
Certified Public Accountants
1856 East 15th Street
P. O. Box 4629
Tulsa, Oklahoma 74159
PH: 918-744-0191
FAX: 918 -744-5810
To the Board of Directors and Stockholders
Americomm Resources Corporation
Tulsa, Oklahoma
Independent Auditor's Report
We have audited the accompanying balance sheet of Americomm Resources
Corporation as of December 31, 1997 and the related statements of operations,
changes in stockholders' equity (deficiency) and cash flows for the years
ended December 31, 1997 and 1996 respectively. These financial statements
are the responsibility of Americomm Resources Corporation's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain 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 audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Americomm Resources
Corporation at December 31, 1997, and the results of its operations and its
cash flows for the years ended December 31, 1997 and 1996 in conformity with
generally accepted accounting principles.
Magee Raush & Shelton LLP
February 6, 1998
<TABLE>
AMERICOMM RESOURCES CORPORATION
BALANCE SHEET
DECEMBER 31, 1997
<CAPTION>
ASSETS
<S> <C>
Current Assets:
Cash and cash equivalents $103,168
________
Total Current Assets 103,168
________
Investments in prospects 682,148
________
Total Assets $785,316
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C>
Current Liabilities:
Accounts payable $ 11,518
Notes payable 20,000
Accrued interest 325
__________
Total current liabilities $ 31,843
Stockholders' equity:
Common stock, $.001 par value;
authorized 50,000,000 shares, 11,204,724
shares outstanding, with 132 shares held
in treasury 11,204
Capital in excess of par value 1,260,538
Retained earnings (518,269)
__________
Total stockholders' equity $ 753,473
__________
$ 785,316
<FN>
See accountant's report and accompanying notes to financial statements.
</TABLE>
<TABLE>
AMERICOMM RESOURCES CORPORATION
INCOME STATEMENT
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
<CAPTION>
For the Years Ended December 31,
_______________________________
1997 1996
______________ ______________
<S> <C> <C>
Revenues:
Miscellaneous Income $ 0 $ 5,831
Interest Income 568 4,953
______________ ______________
Total income 568 10,784
Costs and expenses:
General and administrative expenses 70,018 80,249
Abandoned prospects 0 102,928
Interest expense 325 0
______________ ______________
Total costs and expenses 70,343 183,177
______________ ______________
Net income (loss) $ (69,775) $ (172,393)
______________ ______________
Net income (loss) per common share $ (.01) $ (.02)
______________ ______________
Weighted average number of common
shares outstanding 11,204,684 11,204,684
______________ ______________
<FN>
See accountants' report and accompanying notes to financial statements.
</TABLE>
<TABLE>
AMERICOMM RESOURCES CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
<CAPTION>
COMMON STOCK
_________________
Capital in
Par Excess of Retained
Shares Value Amount Par Value Earnings Total
____________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
BALANCES,
Jan. 1, 1996 33,614,172 .001 33,614 1,238,136 (276,101) 995,649
Net loss (172,393) (172,393)
Effect of Reverse
stock split 22,409,448 .001 22,410 22,402 8
__________ ____ _______ __________ _________ __________
BALANCES
Dec. 31, 1996 11,204,724 .001 $11,204 $1,260,538 $ 448,494 $ 823,248
Net loss (69,775) (69,775)
__________ ____ _______ __________ _________ __________
BALANCES
Dec. 31, 1997 11,204,724 .001 $11,204 $1,260,538 $(518,269) $ 753,473
__________ ____ _______ __________ _________ __________
<FN>
See accountants' report and accompanying notes to financial statements.
</TABLE>
<TABLE>
AMERICOMM RESOURCES CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
<CAPTION>
For the Years Ended December 31,
____________________________________
1997 1996
_________________ ________________
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (69,775) $ (172,393)
Adjustments to reconcile net income
to net cash provided by operating
activities:
Abandoned prospects 0 102,894
Changes in operating assets and
liabilities:
Prepaid expenses 350 154
Accounts payable (56) 10,907
Accruals 325 (53)
_________________ ________________
Net cash provided(used) by operating
activities $ (69,156) $ (58,491)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash payments for investments in
prospects (26,987) (172,905)
Cash receipts under Heads of Agreement 150,000 0
________________ _________________
Net cash provided(used) by investing
activities 123,013 (172,905)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable-related party 20,000 0
________________ _________________
Net cash provided(used) by financing
activities 20,000 0
________________ _________________
Net increase(decrease) in cash and cash
equivalents 73,857 (231,396)
Cash and cash equivalents, beginning
of year 29,311 260,707
________________ _________________
Cash and cash equivalents, end of year $ 103,168 $ 29,311
Supplemental Disclosures
Interest expense paid $ 0 $ 0
________________ _________________
Income taxes paid $ 0 $ 0
________________ _________________
<FN>
See accountants' report and accompanying notes to financial statements.
</TABLE>
AMERICOMM RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General - The Company was originally incorporated in the State of Utah on the
22nd day of August 1983, as Chambers Energy Corporation. On the 7th day of
March 1985, the state of incorporation was changed to Delaware by means of a
merger with Americomm Corporation, a Delaware Corporation formed for the
purpose of effecting the said change.
In July 1995, the Company changed its name to Americomm Resources Corporation.
During 1996, the Company continued to explore its gold mine prospects and Utah
copper mine prospect. During 1996, the Company determined that the Utah
copper mine prospect did not contain commercially producible reserves.
Therefore, this prospect was abandoned and the amount expended on this
prospect has been charged against income. A Heads of Agreement was entered
into during December 31, 1996 as outlined below. Based on these activities,
Americomm is no longer reporting their financial statements as a development
stage enterprise.
Method of Accounting - Assets, liabilities, revenues and expenses are
recognized on the accrual method of accounting for financial statement
presentation.
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 reported period. Actual results could differ from those estimates.
Income Taxes - Temporary differences exist between the financial and tax
basis of assets relating to the revenue recognition on certain contracts.
Cash and Cash equivalents - The Company defines cash and cash equivalents to
be cash on hand, cash in checking accounts, certificates of deposit, cash
in money market accounts and certain investments with maturities of three
months or less from the date of purchase.
2. HEADS OF AGREEMENT
On December 1, 1996, Americomm entered into an agreement with Echo Bay Mines
of Denver, Colorado (Echo Bay) for the exploration of the Jessup gold mine
prospect. According to the terms of the agreement Echo Bay can acquire a
51% joint venture interest in such property by paying Americomm $750,000 and
completing $2,000,000 in exploration expenditures over the five year period
ending December 1, 2001. As of December 31, 1997, Echo Bay had exploration
expenditures of approximately $749,939 and Americomm had received two non-
refundable payments totaling $150,000, which is recorded as a reduction in
the investments in prospects costs on the balance sheet.
3. INCOME TAXES
The Company also has net operating loss carryovers of approximately
$490,000 that expires from the year 2000 to 2009.
The deferred tax assets related to these items are as follows:
<TABLE>
<S> <C>
Net operating loss carryover $185,000
Valuation allowance 185,000
________
Net deferred tax asset $ 0
</TABLE> ________
4. CAPITAL STOCK
As outlined in these footnotes, the Company has outstanding options with
various parties to purchase its common stock. Due to the stock's market
price, these shares have not been included in the weighted average shares
computation.
5. OFFICE RENT
The Company leases office space from another corporation under an informal
lease agreement. The lease is on a month-to-month basis with monthly rent
expense of $350.
6. STOCK OPTION PLAN
During 1995 Americomm adopted a Stock Option Plan. The compensation committee
of the Board of Directors has sole discretion for the granting of these
options. Options for a total of 1,000,000 shares (after the reverse split)
can be granted under the plan. The exercise price of these options is the
Fair Market Value on the date of grant.
The following stock options are outstanding at December 31, 1997
<TABLE>
<CAPTION>
Year Shares Under
Granted Options Expiration
_______________________________________
<S> <C> <C> <C>
Officer/Employee/Director 1995 66,666 6/14/05
Officer/Employee 1996 200,000 10/11/06
Directors 1995 200,000 6/14/05
Directors 1996 400,000 10/11/06
Others 1996 10,000 11/28/06
The effect of the exercising of these options has not been included in the
calculation of earnings per share.
</TABLE>
7. NOTE PAYABLE - RELATED PARTY
On September 23, 1997, Americomm borrowed $20,000 for a period of one year
from a shareholder. The 6% convertible note due September 23, 1998, at the
option of the holder, is convertible into shares of Americomm's common stock
at a purchase price of $0.15 per share. An aggregate of 133,333 shares of
Americomm's common stock was reserved for issuance upon conversion of the
note.
8. CONCENTRATION OF CREDIT RISK
The Corporation maintains its cash balance in one financial institution. The
balance is insured by the Federal Deposit Insurance Corporation up to
$100,000. At December 31, 1997, the Corporation's uninsured cash balance
totals $3,168.
ITEM 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES.
Not applicable.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The following table gives certain information concerning the directors and
executive officers of the Registrant. Each person shown as a director serves
for a one-year term and until his successor is elected and qualified and
each person shown as an officer serves at the discretion of the board of
directors.
<TABLE>
<CAPTION>
Name Age Position Officer Since Director Since
___ _____________ _____________ ______________
<S> <C> <C> <C> <C>
Albert E. Whitehead 68 Chairman of the
Board,Director March, 1998 December, 1991
Thomas R. Bradley (1) 74 President and
Director March, 1985 March, 1985
Jane Bradley (1) 74 Secretary/
Treasurer December, 1991 N/A
George H. Plewes 58 Director N/A May, 1995
________________________________________
(1) The Bradley's are husband and wife
</TABLE>
Mr. Bradley has served as President of the Registrant since December 1991 and
served as Executive Vice President of the Registrant from March 1985 to
December 1991. Mr. Bradley is also the owner of Bradley & Associates
Marketing, a sole proprietorship consulting firm providing domestic and
foreign sales and marketing management services to small manufacturers. From
January 1987 to March 1990, Mr. Bradley was also a partner in Capstone
Communications, an industrial advertising agency.
Mrs. Bradley has not been employed for the past five years.
Mr. Whitehead has served as Chairman of the Board since March 1998. Mr.
Whitehead is an investor and formerly served as the Chairman and Chief
Executive Officer of Seven Seas Petroleum Inc., a company engaged in
international oil and gas exploration. From April 1987 through January 1995,
Mr. Whitehead served as Chairman and Chief Executive Officer of Garnet
Resources Corporation, a publicly held oil and gas exploration and development
company.
Mr. Plewes has served as Chairman of Southwestern Gold Corporation, Inc. since
1992 and as President of GHP Corporation, a private oil exploration and
production company in the United States, since 1990.
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth for each of the last three fiscal years
information concerning all compensation received by the Registrant's Chief
Executive Officer for all services rendered to the Registrant. No other
compensation was received by such person or by any other person for
services as an executive officer of the Corporation.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation
____________________________________
Long Term
Other Annual Compensation
Name & Principal Position Year Salary Compensation(2) Optons/SARs
_________________________ ____ __________ _______________ ______________
<S>
<C> <C> <C> <C>
Thomas R. Bradley 1997 $36,000 -0-
President (Chief Executive 1996 $36,000 -0- 200,000
Officer) 1995 $18,000(1) $3,000 66,666
_________________________________
(1) Represents salary paid to Mr. Bradley for services performed from July 1,
1995 through December 31, 1995.
(2) With respect to 1995, the amount indicated represents fees for consulting
service for the period from January 1, 1995 through June 30, 1995. In
addition to the amounts listed above, in 1995, Mr. Bradley received and
aggregate of $8,000 in accrued consulting fees for services which were
performed in 1992 and 1994.
Option Grants in Last Fiscal Year
There were no options granted in the 1997 fiscal year to the Company's
executive officers.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
The following table sets forth option exercise activity in the last fiscal
year and fiscal year-end option values with respect to the Registrant's
only executive officer.
</TABLE>
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
FY-End(#) FY-End ($)(1)
___________________________________
Exer- Unexer- Exer- Unexer-
Name Exercise(1) Realized($) cisable cisable cisable cisable
<S> <C> <C> <C> <C> <C> <C>
Thomas R.
Bradley -- -- 266,666 -- N/A N/A
___________________________________
(1) No value is set forth herein as the fair market value of a share of
Registrant's Common Stock at December 31, 1997 was less than the exercise
price of the stock options.
</TABLE>
Director's Fees
During the fiscal year ended December 31, 1996, the Registrant granted each
director of the Corporation an option to purchase 200,000 shares of the
Registrant's Common Stock at an exercise price of $0.6875 per share. No
director's fees were paid during the fiscal year ended December 31, 1997.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows certain information, as of March 27, 1997,
concerning ownership of the Registrant's only class of outstanding securities,
common stock, by each of the Registrant's directors, and executive officers,
and by the Registrant's directors and executive officers as a group and by
other persons known to the Registrant to beneficially own more than five
percent thereof:
<TABLE>
<CAPTION>
Name and Address Amount and Nature
of Beneficial Owner of Beneficial Ownership Percent of Class
___________________ _______________________ ________________
<S> <C> <C>
Albert E. Whitehead 2,665,388 (2) 19.7%
2440 S. Terwilleger Blvd.
Tulsa, OK 74114
George H. Plewes 266,666 (3) 2.0%
The Regency
Margaret Suite
22 Cavendish Road
Pembroke HM19
Bermuda
Thomas R. Bradley 800,000 (4) 6.0%
6617 South New Haven
Tulsa, OK 74136
Directors and Executive Officers as a Group:
(3 persons) 3,732,054 (5) 26.5%
Other Five Percent Owners:
Southwestern Gold
Corporation 1,333,333 (6) 10.1%
P. O. Box 10102
#1650-701 West Georgia Street
Vancouver, B.C. V7Y 1C6
Canada
______________________________
(1) Except as set forth below, to the best of the Registrant's knowledge,
each beneficial owner has sole voting power and sole investment power. For
each individual, the beneficial ownership information set forth above includes
shares currently issuable upon exercise of outstanding stock options granted
to such individuals.
(2) Includes 230,389 shares owned by Mr. Whitehead's spouse in which he
disclaims any interest, 266,666 shares issuable upon exercise of vested
stock options and 133,333 shares issuable upon conversion of a 6% convertible
note due September 23, 1998 issued to a revocable trust for the benefit of
Mr. Whitehead's spouse and of which Mr. Whitehead is the settlor and serves
as the trustee (the "Trust").
(3) Includes 266,666 shares issuable upon exercise of vested stock options.
Does not include shares beneficially owned by Southwestern Gold Corporation,
of which Mr. Plewes is the Chairman.
(4) Includes 266,666 shares issuable upon exercise of vested stock options.
(5) Includes shares issuable upon exercise of vested stock options and 133,333
shares issuable upon conversion of the convertible note issued to the Trust.
(6) Shares are held by Southwestern Gold U.S.A., Inc., a wholly-owned
subsidiary of Southwestern Gold Corporation.
</TABLE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On September 23, 1997 the Registrant borrowed $20,000 for a period of one year
from The Albert E. Whitehead Living Trust pursuant to a 6% Convertible Note
due September 23, 1998 issued to such trust to evidence such indebtedness,
which not is convertible, at the option of the holder thereof, into shares of
Common Stock of the Corporation at a purchase price of $0.15 per share.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
(a) Exhibits
Exhibit Page(s) of this Form or
Number Exhibit Description Report Previously Filed*
______ ___________________ ________________________
<S> <C> <C>
3 Articles of Incorporation, as Form 10-QSB for quarter
amended, and Bylaws ended September 30, 1995
as filed November 6, 1995
4 Instruments defining the rights of Form 10-QSB for quarter
security holders including ended September 30, 1995
debentures as filed November 6, 1995
10 Material Contracts
(a) Letter Agreement, dated December Form 8-K
29, 1992 between American Gold filed January 21, 1993
Resources Corporation and the
Registrant
(b) Assignment of Exploration Form 8-K
Agreement dated effective filed January 21, 1993
December 30, 1992 (Executed
January 11, 1993) between the
Registrant and American Gold
Resources Corporation
(c) Exploration Agreement between Form 8-K
North Lily Mining Company and filed January 21, 1993
American Gold Resources
Corporation dated June 6, 1991
(d) Purchase Agreement by and among Form 10-QSB for the quarter
Southwestern Gold U.S.A., Inc., ended June 30, 1995 as filed
Southwestern Gold Corporation August 11, 1995
and the Registrant dated
May 19, 1995
(e) Mining Lease dated December 19, Form 10-KSB for the year
1995 between the Registrant and ended December 31, 1995
Robert A. Lufkin as filed March 29, 1996
(f) 1995 Stock Option Plan** Proxy Statement dated
June 13, 1995 as filed
June 14, 1995
(g) Form of Stock Option Agreement** Form 10-KSB for the year
ended December 31, 1995
as filed March 29, 1996
(h) Amendment to Letter Agreement Form 10-KSB for the year
dated December 29, 1992 between ended December 31, 1996
American Gold Resources as filed March 27, 1997
Corporation and the Registrant
(i) Heads of Agreement dated Form 10-KSB for the year
November 22, 1996 by and between ended December 31, 1996
Echo Bay Exploration Inc, and as filed March 27, 1997
the Registrant relating to the
Jessup Property
28 Common stock certificates Amendment No. 2 Form 10
Registration Statement filed
September 17, 1992
* Incorporated herein by reference
** Compensatory plan or arrangement
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of the
period covered by this report.
</TABLE>
AMERICOMM RESOURCES CORPORATION
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, thereto duly authorized.
AMERICOMM RESOURCES CORPORATION
Registrant
April 6, 1998 Thomas R. Bradley
DATE THOMAS R. BRADLEY
President and Chief Executive Officer
(Principal Executive Officer) and
Chief Financial Officer (Principal
Financial and Accounting Officer)
In accordance with the Exchange Act this report has been signed by the
following persons on behalf of the Registrant and in the capacities and on
the dates indicated.
April 6, 1998 Thomas R. Bradley
DATE THOMAS R. BRADLEY, Director
April 6, 1998 George H. Plewes
DATE GEORGE H. PLEWES, Director
April 6, 1998 A. E. Whitehead
DATE A. E. WHITEHEAD, Director
Exhibit Page(s) of this Form or
Number Exhibit Description Report Previously Filed*
_______ ___________________ ________________________
3 Articles of Incorporation, as Form 10-QSB for quarter
amended, and Bylaws ended September 30, 1995
as filed November 6, 1995
4 Instruments defining the rights of Form 10-QSB for quarter
Security holders including ended September 30, 1995
debentures as filed November 6, 1995
10 Material Contracts
(a) Letter Agreement, dated Form 8-K
December 29, 1992 between filed January 21, 1993
American Gold Resources
Corporation and the Registrant
(b) Assignment of Exploration Form 8-K
Agreement dated effective filed January 21, 1993
December 30, 1992 (Executed
January 11, 1993) between the
Registrant and American Gold
Resources Corporation
(c) Exploration Agreement between Form 8-K
North Lily Mining Company and filed January 21, 1993
American Gold Resources
Corporation dated June 6, 1991
(d) Purchase Agreement by and among Form 10-QSB for the quarter
Southwestern Gold U.S.A., Inc., ended June 30, 1995
Southwestern Gold Corporation as filed August 11, 1995
and the Registrant dated
May 19, 1995
(e) Mining Lease dated December 19, Form 10-KSB for the year
1995 between the Registrant and ended December 31, 1995
Robert A. Lufkin as filed March 29, 1996
(f) 1995 Stock Option Plan** Proxy Statement dated
June 13, 1995
as filed June 14, 1995
(g) Form of Stock Option Agreement** Form 10-KSB for the year
ended December 31, 1995
as filed March 29, 1996
(h) Amendment to Letter Agreement Form 10-KSB for the year
dated December 29, 1992 between ended December 31, 1996
American Gold Resources as filed March 27, 1997
Corporation and the Registrant
(i) Heads of Agreement dated Form 10-KSB for the year
November 22, 1996 by and between ended December 31, 1996
Echo Bay Exploration Inc., and as filed March 27, 1997
the Registrant relating to the
Jessup Property
28 Common stock certificates Amendment No. 2 Form 10
Registration Statement filed
September 17, 1992
* Incorporated herein by reference
** Compensatory plan or arrangement
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> OCT-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 103,168
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 103,168
<PP&E> 682,148
<DEPRECIATION> 0
<TOTAL-ASSETS> 785,316
<CURRENT-LIABILITIES> 31,843
<BONDS> 0
0
0
<COMMON> 11,204
<OTHER-SE> 753,473
<TOTAL-LIABILITY-AND-EQUITY> 785,316
<SALES> 568
<TOTAL-REVENUES> 568
<CGS> 0
<OTHER-EXPENSES> 70,343
<TOTAL-COSTS> 70,343
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (69,775)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
