U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Utah Clay Technology, Inc.
(Exact name of registrant as specified in its charter)
Utah 87-0520575
(state of 333-34308 (IRS Employer
incorporation) (Commission File Number) I.D. Number)
3985 South 2000 East
Salt Lake City, UT 84124
801-424-0223
-----------------------------------------------
(Address and telephone number of registrant's principal
executive offices and principal place of business)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve 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 ___
As of August 9, 2001, there were 28,220,253 shares of the Registrant's Common
Stock, par value $0.001 per share, outstanding.
Transitional Small Business Disclosure Format (check one): Yes ___ No _X_
1
Item 1. Financial Statements
2
Utah Clay Technology, Inc.
(An Exploration Stage Company)
BALANCE SHEET
June 30, 2001
(Unaudited)
ASSETS
------------
CURRENT ASSETS:
Cash & cash equivalents $ 1,224
Receivables 350
-------------
Total current assets 1,574
PROPERTY AND EQUIPMENT
Laboratory equipment 2,484
Machine design & configuration 128,000
-------------
Total Properties & Equipment 130,484
-------------
$ 132,058
=============
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 61,583
Accrued expenses 59,923
Loans payable-officers and directors 258,137
Notes payable-officer 33,800
Notes payable-others 133,827
--------------
Total current liabilities 547,270
COMMITMENTS
STOCKHOLDERS' DEFICIT
Preferred stock, par value $0.001;
10,000,000 shares authorized;
84,817 shares issued and outstanding 85
Common stock, par value $0.001;
30,000,000 shares authorized; 27,623,253
shares issued and outstanding 27,623
Additional paid-in capital 2,374,181
Stock subscription receivable (59,880)
Deficit accumulated from inception (2,757,221)
--------------
Total stockholders' deficit (415,212)
--------------
$ 132,058
==============
The accompanying notes are an integral part of these financial statements.
3
Utah Clay Technology, Inc
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Cumulative
Three months period Six months period From Inception
ended March 31, ended June 30, (March 1, 1994)
2001 2000 2001 2000 to June 30, 2001
------------ ------------ ------------ ------------ ------------
Revenues $ - $ - $ - $ - $ -
Expenses:
Mineral lease rentals 15,150 15,000 43,462 70,616 494,151
General and Administrative 4,931 98,436 148,542 102,529 2,262,228
------------ ------------ ------------ ------------ ------------
Loss before income taxes (20,081) (113,436) (192,004) (173,145) (2,756,379)
Income taxes 25 25 50 50 842
------------ ------------ ------------ ------------ ------------
NET LOSS $ (20,106) $ (113,461) (192,054) (173,195) (2,757,221)
============ ============ ============ ============ ============
Basic and diluted Loss per
common share $ (0.001) $ (0.005) (0.007) (0.007)
============ ============ ============ ============
Basic and diluted weighted average
number of common shares
outstanding 27,570,835 24,952,973 26,662,156 24,381,387
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
4
UTAH CLAY TECHNOLOGY, INC.
(An Exploration Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FROM INCEPTION (MARCH 1, 1994) TO JUNE 30, 2001
(Unaudited)
Preferred Stock Common Stock Deficit
---------------------------------------------- Additional Stock accumulated
Number of Number of Paid-In subscription from Total
Shares Amount Shares Amount Capital receivable inception
------ --------------------- -------- -------- ---------- ---------- ---------
Shares issued for
cash March 1, 1994 -- $ -- 5,600,000 $ 56,000 $ -- $ -- $ -- 56,000
Shares issued for
services March 1, 1994 -- -- 14,400,000 144,000 -- -- -- 144,000
Net loss for period
March 1, 1994 to
December 31, 1994 -- -- -- -- -- -- (105,573) (105,573)
------ --------------------- -------- -------- ---------- ---------- ---------
Balance December 31, 1994 -- -- 20,000,000 200,000 -- -- (105,573) 94,427
Net loss for the year
ended December 31, 1995 -- -- -- -- -- -- (672,267) (672,267)
------ --------------------- -------- -------- ---------- ---------- ---------
Balance December 31, 1995 -- -- 20,000,000 200,000 -- -- (777,840) (577,840)
1 for 10 reverse split
September 30, 1996 -- -- 2,000,000 (180,000) 180,000 -- -- --
Change of par value to
$0.001 -- -- -- (18,000) 18,000 -- -- --
Preferred stock issued to
related parties for
cancellation of debt
September 30, 1996 84,817 85 -- -- 424,000 -- -- 424,085
Shares issued for service
in 1996 -- -- 265,000 265 48,200 -- -- 48,465
Net loss for the year
ended December 31, 1996 -- -- -- -- -- -- (153,669) (153,669)
------ --------------------- -------- -------- ---------- ---------- ---------
Balance December 31, 1996 84,817 85 2,265,000 2,265 670,200 -- (931,509) (258,959)
The accompanying notes are an integral part of these financial statements.
5
UTAH CLAY TECHNOLOGY, INC.
(An Exploration Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FROM INCEPTION (MARCH 1, 1994) TO JUNE 30, 2001
(Unaudited)
Preferred Stock Common Stock Deficit
---------------------------------------------- Additional Stock accumulated
Number of Number of Paid-In subscription from Total
Shares Amount Shares Amount Capital receivable inception
------ --------------------- -------- -------- ---------- ---------- ---------
Balance December 31, 1996 84,817 85 2,265,000 2,265 670,200 -- (931,509) (258,959)
Shares issued for cash
in 1997 -- -- 100,000 100 199,900 -- -- 200,000
Shares issued for debt
cancellation in 1997 -- -- 165,000 165 (165) -- -- --
Net loss for the year ended
December 31, 1997 -- -- -- -- -- -- (378,929) (378,929)
------ --------------------- -------- -------- ---------- ---------- ---------
Balance December 31, 1997 84,817 85 2,530,000 2,530 869,935 -- (1,310,438) (437,888)
Shares issued for
outstanding warrants -- -- 389,600 389 103,634 -- -- 104,023
Shares issued for debt
cancellation in 1998 -- -- 2,100,774 2,101 376,049 -- -- 378,150
Shares issued for service
in 1998 -- -- 572,000 572 102,073 -- -- 102,645
Net loss for the year ended
December 31, 1998 -- -- -- -- -- -- (563,351) (563,351)
------ --------------------- -------- -------- ---------- ---------- ---------
Balance December 31, 1998 84,817 85 5,592,374 5,592 1,451,691 -- (1,873,789) (416,421)
Shares issued for
mining lease -- -- 17,739,500 17,740 -- -- -- 17,740
Net loss for the year ended
December 31, 1999 -- -- -- -- -- -- (261,792) (261,792)
------ --------------------- -------- -------- ---------- ---------- ---------
Balance December 31, 1999 84,817 $ 85 23,331,874 $ 23,332 $1,451,691 $ -- $(2,135,581) $(660,473)
The accompanying notes are an integral part of these financial statements.
6
UTAH CLAY TECHNOLOGY, INC.
(An Exploration Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FROM INCEPTION (MARCH 1, 1994) TO JUNE 30, 2001
(Unaudited)
Preferred Stock Common Stock Deficit
---------------------------------------------- Additional Stock accumulated
Number of Number of Paid-In subscription from Total
Shares Amount Shares Amount Capital receivable inception
------ --------------------- -------- ---------- ---------- ---------- ---------
Balance December 31, 1999 84,817 $ 85 23,331,874 $ 23,332 $1,451,691 $ -- $(2,135,581) $(660,473)
Shares issued for cash
in 2000 -- -- 260,000 260 89,740 -- -- 90,000
Shares issued for debt
cancellation in 2000 -- -- 100,000 100 24,900 -- -- 25,000
Shares issued for service
in 2000 -- -- 1,070,000 1,070 366,873 -- -- 367,943
Shares issued for
Subscription Receivable -- -- 200,000 200 129,800 -- -- 130,000
Net loss for the year
ended December 31, 2000 -- -- -- -- -- -- (429,586) (429,586)
Stock Subscription
Receivable -- -- -- -- -- (130,000) -- (130,000)
Cash received -- -- -- -- -- 70,120 -- 70,120
------ --------------------- -------- ---------- ---------- ---------- ---------
Balance December 31, 2000 84,817 85 24,961,874 24,962 2,063,004 (59,880) (2,565,167) (536,996)
Shares issued for debt
cancellation in 2001 -- -- 2,131,379 2,131 211,007 -- -- 213,138
Shares issued for service
in 2001 -- -- 530,000 530 100,170 -- -- 100,700
Net loss for the period
ended June 30, 2001 -- -- -- -- -- -- (192,054) (192,054)
------ --------------------- -------- ---------- ---------- ---------- ---------
Balance June 30, 2001 84,817 $ 85 27,623,253 $ 27,623 $2,374,181 $ (59,880) $(2,757,221) $(415,212)
====== ===================== ======== ========== ========== ========== =========
The accompanying notes are an integral part of these financial statements.
7
Utah Clay Technology, Inc.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Cumulative
Six months period from inception
ended June 30, (March 1, 1994)
2001 2000 to June 30, 2001
---------------- -------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (192,054) $ (173,195) $ (2,757,221)
Adjustments to reconcile net loss to net cash
used in operating activities:
Issuance of common stock for services 100,700 10,600 788,753
Increase in receivables - - (350)
Decrease in prepaid expenses - 78,100 -
Increase / (decrease) in accounts payable
& accrued expenses 27,404 (67,921) 269,706
---------------- -------------- -----------------
Total Adjustments 128,104 20,779 1,058,109
Net cash used in operating activities (63,950) (152,416) (1,699,112)
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in mining leases 15,432 27,904 17,740
Machine design & configuration - - (130,484)
---------------- -------------- -----------------
Net cash provided by (used in) investing
activities 15,432 27,904 (112,744)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from officers/directors 60,597 3,600 1,125,310
Proceeds from (payments of) notes payable (10,855) (1,586) 167,627
Issuance of shares - 121,900 520,143
---------------- -------------- -----------------
Net cash provided by financing activities 49,742 123,914 1,813,080
Net increase (decrease) in cash & cash
equivalent 1,224 (598) 1,224
CASH & CASH EQUIVALENTS, BEGINNING BALANCE - 640 -
---------------- -------------- -----------------
CASH & CASH EQUIVALENTS, ENDING BALANCE $ 1,224 $ 42 $ 1,224
================ ============== =================
The accompanying notes are an integral part of these financial statements.
8
Utah Clay Technology, Inc.
(An Exploration Stage Company)
Notes to Unaudited Financial Statements
June 30, 2001 and 2000
Note 1- Summary of significant accounting policies
Organization and nature of operations
Utah Clay Technology, Inc. (the "Company"), a Utah corporation, was
incorporated on March 1, 1994. The planned operations of the Company are to
engage in mining, processing and marketing of minerals. For the period from
inception (March 1, 1994) to June 30, 2001, the Company had no revenues. The
Company is classified as an exploration stage company because its principal
activities involve obtaining the capital necessary to execute its strategic
business plan.
Cash and cash equivalents
The Company considers all liquid investments with a maturity of three months
or less from the date of purchase that are readily convertible into cash to be
cash equivalents.
Issuance of share for services
Valuation of shares for services is based on the fair market value of services.
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 reporting period.
Actual results could differ from those estimates.
Equipment and mining properties
Equipment is recorded at cost. The Company has adopted the straight-line
method in computing depreciation for financial reporting purposes and
generally uses accelerated methods for income tax purposes. The annual
provision for depreciation will be computed principally in accordance with the
following ranges of asset lives: laboratory equipment- 3 to 5 years,
processing equipment- 3 to 10 years. Equipment was acquired and set up in
late 1997. No depreciation expense has been recorded in the financial
statements, as the company is yet to use any of its equipment and mining
properties.
Income taxes
Deferred income tax assets and liabilities are computed annually for
differences between the financial statements and tax basis of assets and
liabilities that will result in taxable or
9
Utah Clay Technology, Inc.
(An Exploration Stage Company)
Notes to Unaudited Financial Statements
June 30, 2001 and 2000
deductible amounts in the future based on enacted laws and rates applicable to
the periods in which the differences are expected to affect taxable income
(loss). Valuation allowance is established when necessary to reduce deferred
tax assets to the amount expected to be realized.
Basic and diluted net loss per share
Net loss per share is calculated in accordance with the Statement of financial
accounting standards No. 128 (SFAS No. 128), "Earnings per share". SFAS No.
128 superseded Accounting Principles Board Opinion No.15 (APB 15). Net loss
per share for all periods presented has been restated to reflect the adoption
of SFAS No. 128. Basic net loss per share is based upon the weighted average
number of common shares outstanding. Diluted net loss per share is based on
the assumption that all dilutive convertible shares and stock options were
converted or exercised. Dilution is computed by applying the treasury stock
method. Under this method, options and warrants are assumed to be exercised at
the beginning of the period (or at the time of issuance, if later), and as if
funds obtained thereby were used to purchase common stock at the average
market price during the period.
Stock-based compensation
In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation". SFAS No. 123 prescribes accounting and reporting standards for
all stock-based compensation plans, including employee stock options,
restricted stock, employee stock purchase plans and stock appreciation rights.
SFAS No. 123 requires compensation expense to be recorded (i) using the new
fair value method or (ii) using the existing accounting rules prescribed by
Accounting Principles Board Opinion No. 25, "Accounting for stock issued to
employees" (APB 25) and related interpretations with proforma disclosure of
what net income and earnings per share would have been had the company adopted
the new fair value method. The company uses the intrinsic value method
prescribed by APB25 and has opted for the disclosure provisions of SFAs No.123.
The implementation of this standard did not have any impact on its financial
statements.
Fair value of financial instruments
Statement of financial accounting standard No. 107, Disclosures about fair
value of financial instruments, requires that the company disclose estimated
fair values of financial instruments. The carrying amounts reported in the
statements of financial position for current assets and current liabilities
qualifying, as financial instruments are a reasonable estimate of fair value.
10
Utah Clay Technology, Inc.
(An Exploration Stage Company)
Notes to Unaudited Financial Statements
June 30, 2001 and 2000
Accounting developments
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133 "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded on the
balance sheet as either an asset or liability measured at its fair value. SFAS
No. 133 requires that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met. SFAS
No. 133, as amended by SFAS No. 137 and SFAS No. 138, is effective for fiscal
quarters of fiscal years beginning after June 15, 2000. The impact of adopting
this statement is not material to the financial statements of the Company.
In June 2000, the FASB issued Financial Accounting Standards (SFAS) No. 138,
"Accounting for Certain Instruments and Certain Hedging Activities." The
impact of adopting this statement is not material to the financial statements
of the Company.
In June 2000, the FASB issued Financial Accounting Standards (SFAS) No. 139,
"Rescission of FASB Statement No. 53 and Amendments to Statements No. 63, 89,
and 121." The impact of adopting this statement is not material to the
financial statements of the Company.
In September 2000, the FASB issued Financial Accounting Standards SFAS No.
140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities, and a replacement of FASB Statement No. 125."
The impact of adopting this statement is not material to the financial
statements of the Company.
In December 1999, the Securities and Exchange Commission (the "SEC") issued
Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements." SAB No. 101 summarizes the SEC's views on the application of GAAP
to revenue recognition. In June 2000, the SEC released SAB No. 101B that
delays the implementation date of SAB 101 until no later than the fourth
fiscal quarter of fiscal year beginning after December 15, 1999. The Company
has reviewed SAB No. 101 and believes that it is in compliance with the SEC's
interpretation of Revenue recognition.
In March 2000, the FASB issued Interpretation No. 44, "Accounting for Certain
Transactions involving Stock Compensation." This Interpretation clarifies (a)
the definition of employee for purposes of applying APB Opinion No. 25, (b)
the criteria for determining whether a plan qualifies as a no compensatory
plan, (c) the accounting consequence of various modifications to the terms of
a previously fixed stock option or award, and (d) the accounting for an
exchange of stock compensation awards in a business combination. The adoption
of this Interpretation has not had a material impact on the Company's
financial position or operating results.
11
Utah Clay Technology, Inc.
(An Exploration Stage Company)
Notes to Unaudited Financial Statements
June 30, 2001 and 2000
In January 2001, the Financial Accounting Standards Board Emerging Issues Task
Force issued EITF 00-27 effective for convertible debt instruments issued
after November 16, 2000. This pronouncement requires the use of the intrinsic
value method for recognition of the detachable and imbedded equity features
included with indebtedness, and requires amortization of the amount associated
with the convertibility feature over the life of the debt instrument rather
than the period for which the instrument first becomes convertible. The
adoption of this pronouncement has not had a material impact on the Company's
financial position or operating results.
On July 20, 2001, the FASB issued SFAS No. 141, "Business Combinations," and
SFAS No. 142, "Goodwill and Other Intangible Assets." These statements make
significant changes to the accounting for business combinations, goodwill, and
intangible assets.
SFAS No. 141 establishes new standards for accounting and reporting
requirements for business combinations and will require that the purchase
method of accounting be used for all business combinations initiated after
June 30, 2001. Use of the pooling-of-interests method will be prohibited. This
statement is effective for business combinations completed after June 30, 2001.
SFAS No. 142 establishes new standards for goodwill acquired in a business
combination and eliminates amortization of goodwill and instead sets forth
methods to periodically evaluate goodwill for impairment. Intangible assets
with a determinable useful life will continue to be amortized over that period.
This statement becomes effective January 1, 2002.
Management is in the process of evaluating the requirements of SFAS No. 141
and 142, but does not expect these pronouncements will materially impact the
Company's financial position or results of operations.
Note 2- Income taxes
Since the Company has not generated taxable income since inception, no
provision for income taxes has been provided (other than minimum franchise
taxes paid to the State of Utah). The company has provided a 100% valuation
allowance against the deferred income tax assets arisen due to net operating
losses carried forward.
Note 3- An exploration stage company
An exploration stage company is one for which principal operations of mining
have not commenced or principal operations have generated an insignificant
amount of revenue. Management of an exploration stage company devotes most
of its activities in conducting exploratory mining operations. Operating
losses have been incurred through June 30, 2001, and the Company continues to
12
Utah Clay Technology, Inc.
(An Exploration Stage Company)
Notes to Unaudited Financial Statements
June 30, 2001 and 2000
use, rather than provide, working capital in this operation. Although
management believes that it is pursuing a course of action that will provide
successful future operations, the outcome of these matters is uncertain.
Note 4-Going Concern uncertainty
The company's financial statements have been presented on the basis that it is
a going concern, which contemplates the realization of assets and satisfaction
of liabilities in the normal course of business. The company incurred a net
loss of $2,757,221 for the period from inception (March 1, 1994) to June 30,
2001. The company's current liabilities exceeded its current assets by
$545,696 and $535,126 as of June 30, 2001 and 2000, respectively. These
factors, as well as the uncertain conditions that the company faces in its
day-to-day operations, create an uncertainty as to the company's ability to
continue as a going concern. The financial statements do not include any
adjustments that might be necessary should the company be unable to continue
as a going concern. The company plans to finance the continued operations for
the next year through private funding and funding from officers of the
company. In this regard, the company received $9,750 from an officer in the
second quarter of 2001.
Note 5- Issuance of stock
The Company issued 2,131,379 shares of common stock in exchange for debts to
shareholders amounting $213,138 in the first quarter, and 530,000 shares of
common stock for services in the amount of $100,700 in the second quarter.
Note-6 Basis of preparation
The accompanying unaudited condensed interim financial statements have been
prepared in accordance with the rules and regulations of the Securities and
Exchange Commission for the presentation of interim financial information, but
do not include all the information and footnotes required by generally
accepted accounting principles for complete financial statements. The audited
financial statements for the two years ended December 31, 2000 was filed on
April 13, 2001 with the Securities and Exchange Commission and is hereby
referenced. In the opinion of management, all adjustments considered necessary
for a fair presentation have been included. Operating results for the
six-month period ended June 30, 2001 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2001.
13
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion and analysis should be read in conjunction with
the financial statements and the accompanying notes thereto and is qualified
in its entirety by the foregoing and by more detailed financial information
appearing elsewhere. See "Item 1. Financial Statements."
Plan of Operations for the Next Twelve Months
During the next twelve months we propose to re-analyze the seven core
holes that were drilled on the White Mountain property by Buena Vista Mining
in 1992. This analysis will cover the brightness, alteration minerals,
percent of alteration and color along with other tests. Then, subject to the
availability of funds, we will conduct a new drilling program. Our plan
provides that holes will be drilled on 200-foot spacing to define the areas of
greatest shallow, high brightness kaolinite. The drilling will commence
outward from the test pit where a previous hole encountered 136 feet of white
kaolin. The next phase of drilling will concentrate on the highest potential
areas found in the first holes. The spacing will be 100 feet. The holes
will be drilled to 150 feet. The drilling will produce cores. Samples from
these cores will be tested for brightness, color, specific gravity, chemical
composition and contaminates. The goal of this drilling and analysis of the
cores is to establish the presence of mineralized material. We will then
combine this information with the requirements of industry standards, prices
of marketable kaolin and recovery costs to determine the degree of legal and
economic feasibility of further activities.
Should this determination be favorable for further activities, we will
seek the funds needed to construct a processing facility. The initial
engineering and design work performed for us by Precision Systems Engineering
concluded that the cost of a processing facility will be from $5 million to
$10 million, depending on the capacity of the facility. We have not located
a source of these funds.
We estimate it will take approximately one year after the funds are
committed to the facility to complete its design and construction and to make
it operational. Only then would we first obtain revenues for our company.
We have not identified a source of capital for our drilling program. We
propose to approach persons known to our management and familiar with our
company's history as the source of this capital.
Oro Blanco.
-----------
A drilling and testing program similar to that planned for White Mountain
is contemplated. There was an indication from the previous program that a
promising trend of kaolin continues to the east past where the previous
drilling program stopped. This trend will be explored in the new drilling
program.
14
Koosharem, Kimberly and Topaz Claims.
-------------------------------------
We have no present proposed program of exploration on these properties
that are subject to our options to acquire. They are without known reserves.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following exhibits are filed, by incorporation by reference, as part
of this Form 10-QSB:
Exhibit
Number Description of Exhibit
- ------- ----------------------
3(i) - Articles of Incorporation of Utah Clay Technology, Inc. and
amendments thereto.*
3(ii) - Bylaws of Utah Clay Technology, Inc.*
5.1 - Opinion of Thomas J. Kenan on the legality of the securities being
registered.**
9 - 2000 Stock Option Plan.*
10 - White Mountain mining lease, consisting of Amendment Agreement of
November 9, 1992; Mining Lease dated March 1, 1994; Addendum to
Mining Lease dated March 15, 2000; and Addendum to Mining Lease
dated March 27, 2000.*
10.1 - Oro Blanco mining lease, consisting of Mining Lease dated December
31, 1999.*
10. 2 - Kimberly claims: Mining Lease Agreement (Fullmer-Engh), dated June
19, 1993; Addendum to Fullmer-Engh Mining Lease, dated March 15,
2000; Option (Engh-Kaolin of the West)to Enter Into Mining Lease,
dated September 30, 1996; Option (Kaolin of the West-Utah Clay) to
Enter Into Mining Lease, dated September 30, 1996, to which is
attached an unexecuted Mining Lease; Addendum to Engh-Kaolin of the
West Option to Enter Into Mining Lease, dated March 27, 2000; and
Addendum to Kaolin of the West-Utah Clay Option to Enter Into
Mining Lease dated March 27, 2000.*
10.3 - Koosharem claims: Mining Lease Agreement (Fullmer-Engh), dated June
19, 1993; Addendum to Fullmer-Engh Mining Lease, dated March 15,
2000; Option (Engh-Kaolin of the West)to Enter Into Mining Lease,
dated September 30, 1996; Option (Kaolin of the West-Utah Clay) to
Enter Into Mining Lease, dated September 30, 1996, to which is
attached an unexecuted Mining Lease; Addendum to Engh-Kaolin of the
West Option to Enter Into Mining Lease, dated March 27, 2000; and
Addendum to Kaolin of the West-Utah Clay Option to Enter Into
Mining Lease dated March 27, 2000.*
10.4 - Topaz claims: Mining Lease Agreement (Fullmer-Engh), dated June 19,
1993; Addendum to Fullmer-Engh Mining Lease, dated March 15, 2000;
15
Option (Engh-Kaolin of the West)to Enter Into Mining Lease, dated
September 30, 1996; Option (Kaolin of the West-Utah Clay) to Enter
Into Mining Lease, dated September 30, 1996, to which is attached
an unexecuted Mining Lease; Addendum to Engh-Kaolin of the West
Option to Enter Into Mining Lease, dated March 27, 2000; and
Addendum to Kaolin of the West-Utah Clay Option to Enter Into
Mining Lease dated March 27, 2000.*
10.5 - Agreement between Utah Clay Technology, Inc. and ISG Resources,
Inc. dated November 30, 1999 and extensions dated February 10, 2000
and June 15, 2000.**
10.6 - Agreements between Utah Clay Technology, Inc. and Precision System
Engineering dated June 14, 1999 and November 16, 1999.**
10.7 - Small Miner's Permit for White Mountain lease issued by Bureau of
Land Management and Utah State Division of Oil, Gas and Mining.**
* Previously filed with Amendment No. 1 to Form SB-2 Commission file
number 333-34308; incorporated herein.
** Previously filed with Amendment No. 2 to Form SB-2 Commission file
number 333-34308; incorporated herein.
*** Previously filed with Amendment No. 4 to Form SB-2 Commission file
number 333-34308; incorporated herein.
(b) Forms 8-K
None
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 13, 2001 Utah Clay Technology, Inc.
By /s/ Dennis Engh
-----------------------
Dennis Engh, President
16