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The following is an excerpt from a S-1/A SEC Filing, filed by US ENERGY CORP on 6/4/2004.
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US ENERGY CORP - S-1/A - 20040604 - SELLING_SHAREHOLDERS

SELLING SHAREHOLDERS

This prospectus covers the offer and sale by the selling shareholders of up to 5,552,283 shares of common stock owned or to be owned on exercise of options and warrants by the selling shareholders, on conversion of RMG common and preferred stock, and conversion of debt. The footnotes to the table below give information about shares issuable on exercise of the options and warrants by the selling shareholders.

None of the selling shareholders are affiliates of the company or any subsidiary of the company.

The shares covered by this prospectus, and the transactions in which the selling shareholders acquired their shares (or options or warrants), are summarized below:

o 279,033 shares are held by 16 accredited investors who purchased shares at $3.00 per share (and warrants, see below) from the company during the period June 21, 2001 to October 18, 2001, in a private placement conducted by the company (see below).

o 1,205 shares held by 3 persons associated with McKim & Company LLC ("McKim", a registered broker-dealer, formerly VentureRound Group LLC) who acquired the shares through the exercise of warrants at $3.75 per share.

These and other shares acquired on exercise of warrants, and outstanding warrants held by persons either associated (licensed) with, or owners of equity interests in McKim (which transactions are described below) were acquired in financing or advisory service transactions in which McKim was involved. In each of these transactions, the services provided by McKim were provided by persons associated (licensed) with McKim. The warrants were issued in partial consideration for these services, but distributed to the owners of McKim (including the licensed brokers, who also own equity interests in McKim). Those persons who received warrants as owners of McKim, but who are not licensed as brokers, did not provide securities-transaction services and did not otherwise pay for the warrants.

o 10,667 shares held by two persons who acquired the shares on exercise of warrants at $3.75 per share.

o 45,795 shares underlying warrants held by 24 persons associated with McKim, exercisable at $3.75 per share. These warrants include (a) warrants (expiring October 18, 2006) for 38,966 shares issued to McKim for services as financial advisor to the company in connection with the private placement of securities to 18 accredited investors completed on October 18, 2001 (see above), plus (b) warrants (expiring November 2, 2006) for 9,829 shares held by persons associated (licensed) with McKim, for financial planning and strategic services provided to the company by McKim.

o 523,297 shares of restricted common stock issued to seven investors in exchange for shares of RMG.

o 222,874 shares are held by 14 accredited investors who purchased shares at $3.25 per share (and warrants, see below) from the company during the period February 20, 2002 to March 26, 2002, in a private placement conducted by the company (see below). There were 16 investors in the private placement; two have sold their shares (but not exercised their warrants) prior to the date of this prospectus.

o 56,383 shares are issuable on exercise of warrants held by the 16 investors, at an exercise price of $4.00 per share, expiring in March 2005.

17

o 27,813 shares under warrants held by 34 persons who own equity interests in McKim, exercisable at $4.00 per share, expiring in March 2005.

o 379 shares held by two persons who own equity interests in McKim, who acquired the shares on exercise of warrants at $4.00 per share

o 120,000 shares under warrants held by Bourne Capital, LLC, a private lender and shareholder of U.S. Energy Corp., exercisable at $3.00 per share. These warrants originally were issued to Caydal, LLC. in connection with Caydal's May 2002 purchase of shares and warrants in the company . Caydal sold the shares and retained the warrants. On March 16, 2004, Caydal transferred all such warrants to Bourne Capital, LLC; Bourne and Caydal have the same beneficial owners.

o 29,559 shares under warrants held by 27 persons who own equity interests in McKim, exercisable at $3.00 per share, expiring March 18 and 25, 2005.

o 441 shares held by two persons who own equity interests in McKim, who acquired the shares on exercise of warrants at $3.00 per share.

o 3,000 shares held by one person who owns an equity interest in McKim, who acquired the shares on exercise of warrants at $3.75 per share.

o 52,110 shares held by 10 persons who had been associated (licensed) with a broker-dealer which raised funds for Yellowstone Fuels Corp., a subsidiary of the company, under a private placement of YSFC common stock in 1997. The shares were acquired through the exercise of warrants at $3.64 per share. The YSFC warrants were exchanged for warrants of the company in 1999. The unexercised warrants have expired.

o 60,000 shares under warrants held by Tsunami Partners, L.P., exercisable at $3.00 per share. These warrants expire November 19, 2005.

o 14,799 shares under warrants held by 30 persons who own equity interests in McKim, exercisable at $3.00 per share. These warrants expire November 19, 2005.

o 201 shares held by two persons who own equity interests in McKim, who acquired the shares on exercise of warrants at $3.00 per share.

o 10,000 shares held by a trusts issued in settlement of a lawsuit involving the company's subsidiary Sutter Gold Mining Company.

o 18,000 shares under options held by Robert Nicholas, which were issued as partial payment for legal services, exercisable at $3.00 per share. These options expire August 9, 2004.

o 9,805 shares held by two persons, which shares were issued as partial payment for legal services.

o 1,913 shares were issued to Dale May and his wife Jeanne May in March 2002, in exchange for 2,500 RMG shares which were issued to Mr. May in January 2002 as a finder's fee for his introduction to RMG of several investors. Mr. May has represented to the company that he is not a securities 'dealer' as that term is defined in the Securities Act of 1933.

18

o 50,000 shares, and warrants to purchase an additional 50,000 shares (exercisable at $5.00 per share, expiring June 30, 2006), were issued to Sanders Morris Harris Inc. ("SMH"), a financial advisory firm, in partial payment of SMH's services provided to RMG in connection with RMG's transfer of certain coalbed methane properties to Pinnacle Gas Resources, Inc.

o 15,000 held by Riches In Resources, Inc., a financial consulting firm. 7,920 shares were issued to for services to the company provided from November 15, 2002 through July 15, 2002 and another 7,080 shares were issued for services during the remaining term of the agreement (through May 15, 2004) with this consultant. This consulting agreement was entered into on May 30, 2003.

o 12,000 shares were issued to C.C.R.I. Corporation, a financial consulting firm, under an agreement entered into May 30, 2003, for services to the company provided through September 2003. Pursuant to the same agreement, the company issued to C.C.R.I. warrants to purchase 75,000 shares, 25,000 exercisable at $3.75 per share, 25,000 shares exercisable at $4.50 per share and 25,000 shares exercisable at $5.50 per share; and issued 12,000 shares and a warrant to purchase 12,500 shares, exercisable at $3.75 per share to C & H Capital, Inc., which is owned by Jason Wayne Assad, who is associated with C.C.R.I. All of these warrants expire March 16, 2006.

o 59,000 shares were issued to Burg Simpson Eldredge Hersh Jardine PC, a law firm representing the company in litigation, in partial payment of legal services provided to the company. 25,000 of these shares were issued in May and July 2002, and 34,000 shares were issued in July 2003.

o 10,000 shares were issued to Tim and Betty Crotty in June of 2003 as settlement of a lease obligation relating to a property owned by the company's subsidiary, Sutter Gold Mining Company.

o 12,500 shares were issued to Robert Hockert and 25,000 shares to Mathew B. Murphy in May of 2002 as partial payment of producing coalbed methane properties.

o 24,260 shares were issued to James and Vida Roebling as payment for a coalbed methane lease. These shares were issued in December of 2001 and January 2002.

o In 2002, the company borrowed $500,000 from Tsunami Partners L.P., with rights to convert principal, but not interest, to shares of the company at a conversion rate of 1 share for each $3.00 of principal. On October 28, 2003, the company and Tsunami amended the loan to (i) reduce the interest rate, starting September 1, 2003, from the original 8% annual rate, to be equal to the Federal Short Term Rate for annual compounding (the "Federal Short Term Rate" as defined in section 1274(d) of the Internal Revenue Code), as that rate changes from time to time; (ii) allow conversion of interest, as well as principal, to shares; (iii) not require quarterly payment of interest with cash, but add accruing interest to principal; (iv) extend the maturity date for the loan to December 31, 2004; (v) reduce the conversion rate for principal to (and establish the conversion rate for interest at) 1 share for each $2.25 of principal and interest; and (vi) provide for mandatory conversion of principal and accrued interest outstanding at maturity to shares at the same conversion rate of 1 share for $2.25 of principal and interest. Optional conversion of principal and accrued interest prior to maturity is permitted. Also, in connection with the restructuring of debt, the expiration date of the warrants issued to Tsunami was extended 12 months (from the original May 30, 2005 to the new date of May 30, 2006).

Resale of 245,991 shares issuable on Tsunami's future conversion of principal and interest is covered by this prospectus.

19

o In June and July 2003, Caydal, LLC and five individuals invested $750,000 in RMG for 333,333 shares of RMG stock (at $2.25 per share); warrants on 62,500 RMG shares at $3.00 per share, exercisable until June 3, 2006; and warrants on 46,875 shares of the company at $4.00 per share, exercisable until June 3, 2006. Under the terms of the original transaction, each share of RMG stock was convertible into that number of shares of the company obtained by dividing (i) $2.25 (subject to anti-dilution adjustments) by
(ii) 85% of the then-current market price of the company's shares, provided that (a) the conversion price cannot exceed $5.00, and (b) the exchange rights expire 20 business days after the company's stock price exceeds $7.50 for 20 consecutive trading days.

On October 28, 2003, Caydal and one individual (James McCaughey) accepted the company's and RMG's offer, made to all of the 2003 investors in RMG, to restructure the transaction by (i) refunding 50% of the investment (Caydal was refunded $250,000 and Mr. McCaughey was refunded $50,000), and reducing the conversion rate for their remaining total of 133,333 RMG shares down to 77.5%. The other four individuals elected to remain fully invested, for which election the company and RMG reduced the conversion rate for their remaining total of 66,666 RMG shares down to 70%.

Caydal has converted the RMG shares (at the adjusted 77.5% conversion rate) owned after Caydal accepted RMG's offer in October 2003, and has sold the conversion shares. Caydal's warrants on 31,250 shares of the company's stock now are owned by Bourne Capital, LLC.

This prospectus covers the resale of 277,838 shares of the company on conversion of RMG shares, using an assumed conversion price of $1.00 per share. The actual number of shares issued will depend on market price at conversion dates. The RMG shares issuable on exercise of the RMG warrants are not entitled to conversion into USE shares.

This prospectus covers the resale of the 46,875 shares underlying warrants, of which 6,250 have been exercised.

o In partial compensation for services provided by McKim to RMG and USE in connection with the June and July, 2003 investments in RMG, USE issued to McKim warrants to purchase 19,500 shares of USE common stock, exercisable at $4.00 per share. The warrants expire June 6, 2006. Warrants to purchase an additional 3,000 shares, on the same terms, were issued to John Schlie, an employee of McKim.

o Warrants to purchase 10,000 shares were issued to Frederick P. Lutz in partial compensation for consulting services he provided to the company from August 1, 2002 to January 1, 2003. The warrants are exercisable at $2.00 per share, and expire August 1, 2005.

o Two options to purchase a total of 80,000 shares were issued to two individuals (Murray Roark and Robert Craig, 40,000 shares each), exercisable at $4.30 per share and expiring July 31, 2006. These options were issued to compensate Mr. Roark and Mr. Craig as finders for their introducing RMG to Carrizo Oil & Gas, Inc. in early July 2001. Mr. Roark and Mr. Craig are licensed securities brokers. Since July 2001, RMG has had an agreement with a subsidiary of Carrizo for the acquisition and exploration of coalbed methane properties in Wyoming and Montana.

o Options to purchase 10,000 shares were issued to Karl Eppich on December 12, 2003, exercisable at $2.90 per share and expiring December 11, 2004.

o 200,000 restricted shares held by seven persons who were issued shares of the company as partial payment to Hi - Pro Production, LLC of the purchase price for RMG I's purchase of coalbed methane

20

properties from Hi - Pro. See "Acquisition of Producing and Non-Producing Properties from Hi - Pro Production, LLC" above. These persons are members of Hi - Pro Production, LLC.

o 166,667 shares issued to seven persons as payment in lieu of cash on the company's $500,000 promissory note, issued as partial payment to Hi - Pro Production, LLC of the purchase price for RMG I's purchase of coalbed methane properties from Hi - Pro. See "Acquisition of Producing and Non- Producing Properties from Hi - Pro Production, LLC" above. These persons are members of Hi - Pro Production, LLC. The shares had secured the note.

o 312,221 shares issued on conversion of 233,333 restricted shares of RMG common stock, which RMG shares were issued to seven persons in partial payment of the purchase price for RMG I's purchase of coalbed methane properties from Hi - Pro. See "Acquisition of Producing and Non-Producing Properties from Hi - Pro Production, LLC" above. These persons are members of Hi - Pro Production, LLC. The RMG shares were converted as of May 27, 2004, at the election of the holders, into restricted shares of common stock of the company. The number of shares issued on conversion equaled (A) the number of RMG shares to be converted, multiplied by $3.00 per share, divided by (B) the average closing sale price of the shares of the company as reported on Nasdaq for the 10 trading days prior to notice of conversion ($2.24). Resale of the conversion shares is covered by this prospectus.

o 1,442,192 shares of stock issuable on conversion of (and payment of dividends on) 600,000 shares of Series A preferred stock of RMG, purchased by three institutional investors (Crestview Capital Master, L.L.C.; Spring Street Partners, L.P.; and Lion Fund, L.P.) for $1,800,000 ($3.00 per Series A share) as of February 26, 2004. These investors also acquired warrants in the transaction (see below).

The Series A stock bears an annual dividend of 10%, and is convertible to common stock of the company at 90% of the company's volume weighted average pricing (VWAP) on Nasdaq for the five trading days before conversion (but the conversion price cannot be less than $1.50 per share of the company's stock). Dividends are payable in cash or shares of the company's stock (at RMG's election) on each dividend payment date (March 1, beginning in 2005), with USE stock calculated in the same manner. Series A stock not converted on the second anniversary of investment will be converted into shares of RMG common stock.

Resale of the 1,442,192 shares issuable for conversion of (and dividends on) the Series A preferred stock is based on as assumed conversion price of $1.50. The number of shares issued will depend on market prices.

o 150,000 shares under warrants (held by the three institutional investors), exercisable (vesting) 25% per quarter (fully exercisable after one year, then expiring in February 2007), at a price equal to 90% of VWAP for the five trading days before exercise (but not less than $1.50 per share). If the stock price determined under the 90% of VWAP formula exceeds $6.00 for 15 consecutive trading days, the warrants will expire 10 on the tenth trading day after the company sends a call notice to the investors.

21

o 75,000 shares under options held by consultant Michael Baybak at $2.25 per share. The options were issued for services to be performed, on February 8, 1999, and expire August 9, 2004.

o 350,000 shares (comprised of 100,000 shares; 50,000 shares underlying Class A warrants, exercisable at $3.00 per share; and 200,000 shares underlying five year Class B warrants, exercisable at $3.00 per share (the Class A warrants expire March 2, 2007; the Class B warrants expire March 2, 2009)). If the closing Nasdaq price for the company's stock is at or more than $7.50 for any 10 consecutive trading days, the warrants shall expire on the 30th calendar day after such 10th trading day. The shares and warrants were purchased by Bourne Capital, LLC on March 2, 2007 for $350,000 ($300,000 for the shares and the Class A warrants, and $50,000 for the Class B warrants).

o 318,465 shares under warrants issued to the participating lenders (Drawbridge Special Opportunities Fund, L.P., and Highbridge/Zwirn Special Opportunities Fund, L.P.) in the mezzanine financing - see "Acquisition of Producing and Non-Producing Properties from Hi - Pro Production, LLC"). The warrants are exercisable for three years (subject to vesting) at $3.30 per share. Warrants on 63,693 shares are vested at prospectus date. The remaining warrants will vest at the rate of the right to buy one share for each $78.50 which RMG I subsequently borrows under the credit facility. Regardless of when vested, all warrants will expire on the earlier of January 30, 2007, or the 180th day after the company notifies the warrant holders that the company's stock price has achieved or exceeded $6.60 per share for a consecutive 15 business day period.

The selling shareholders may offer their shares for sale on a continuous basis pursuant to rule 415 under the 1933 Act.

The following information has been provided to us by the selling shareholders. All numbers of shares, and percentage ownership, are stated on a pro forma basis as of the date of this prospectus, assuming issuance of 4,182,357 shares upon exercise of all the selling shareholders' options and warrants, and conversion of all preferred and common stock of RMG, and company debt, held by the selling shareholders. Not included in the pro forma calculations are the additional shares issuable on exercise of other options and warrants held by persons who are not selling shareholders.

                                           NUMBER OF               NUMBER OF              PERCENT OWNED
                                           SHARES OF                SHARES          -------------------------
                                         COMMON STOCK                TO BE           BEFORE         AFTER
                                           OWNED(1)               REGISTERED        OFFERING      OFFERING(2)
                                        --------------            ----------        --------      -----------

A. Clinton Allen                        18,909(3)(4)(5)             18,909              *              *
1280 Massachusetts Ave. #200
Cambridge, MA 02138

Ardell J. Schelich                      35,359(3)(4)(5)             34,500              *              *
347 Lake View Dr.
Washington, MO 93090

Bathgate McColley & Associates LLC      538(4)(5)                   538                 *              *
5350 S. Roslyn Street, Suite 308
Greenwood Village, CO 80111

Belmont Navy, LLC                       1,167(3)(4)(5)              1,167               *              *
111 Sixth Street
Cambridge, MA 02141

22

                                           NUMBER OF               NUMBER OF              PERCENT OWNED
                                           SHARES OF                SHARES          -------------------------
                                         COMMON STOCK                TO BE           BEFORE         AFTER
                                           OWNED(1)               REGISTERED        OFFERING      OFFERING(2)
                                        --------------            ----------        --------      -----------

Beverly Karns                           149,106(9)                  149,106             *              *
5424 South Geneva Way
Englewood, CO 80111

Bourne Capital LLC                      502,845(3)(4)(5)            502,845           2.8%             *
410 Marion Street
Denver, CO 80218

Burg Simpson Eldredge Hersh Jardine PC  59,000                      59,000              *              *
40 Iverness Dr. East
Englewood, CO 80112

C.C.R.I. Corporation                    87,000(10)                  87,000              *              *
3104 E. Camelback Rd., Suite 539
Phoenix, AZ 85016

Charles D. & Bonnie B. Snow             23,367                      6,667               *              *
4725 Travis Way
Reno, NV 89502-5358

Curragh Capital Partners, LLC           1,500(5)                    1,500               *              *
609 5th Avenue - 2nd Floor
New York, NY 10017

Dale S. and Jeanne L. May               40,178                      40,178              *              *
960 Point of the Pines Drive
Colorado Springs, CO 80919

David Berlin, Birchwood Resources       1,167                       1,167               *              *
1675 Broadway #1020
Denver, CO 80202

David Gertz                             1,167(3)(4)(5)              1,167               *              *
7120 E. Orchard Rd. #300
Greenwood Village, CO 80111

Domenico Porco                          8,333                       8,333               *              *
32777 West Warren
Garden City, MI 48135

Donald F. Kern                          27,692(4)                   27,692              *              *
2737 Nestlebrook Trail
Virginia Beach, VA 23456

23

                                           NUMBER OF               NUMBER OF              PERCENT OWNED
                                           SHARES OF                SHARES          -------------------------
                                         COMMON STOCK                TO BE           BEFORE         AFTER
                                           OWNED(1)               REGISTERED        OFFERING      OFFERING(2)
                                        --------------            ----------        --------      -----------

Donna Schulze                           3,208(5)                    3,208               *              *
8777 E. Dry Creek Rd., Apt. 1422
Englewood, CO 80112

Dr. Ross T. Krueger                     18,462(4)                   18,462              *              *
1801 Barrs St., Suite 605
Jacksonville, FL 32204-4751

Edward J. Godin                         1,000(5)                    1,000               *              *
7424 S. Chapparal Circle East
Aurora, CO 80016

Eggleston's LLC                         9,230(4)                    9,230               *              *
8109 Wellington Road
Alexandria, VA 22308

Eleanor Crosswait                       3,333                       3,333               *              *
7790 Cherrywood Lane
Verona, WI 53593

Eric Stroud                             1,100                       1,100               *              *
7715 Dairy Ln.
Village of Lakewood, IL 60014

Francis M. Harris                       50,000                      50,000              *              *
541 Thornton Road
Lithia Springs, GA 30122

Frederick P. Lutz                       10,000(11)                  10,000              *              *
1089 Dunbarton Chase
Atlanta, GA 30319

Generation Capital Association          36,924(4)                   36,924              *              *
1085 Riverside Trace
Atlanta, GA 30328

George D. Thompson                      285(3)(4)(5)                285                 *              *
11710 W. 102 Place
Overland Park, KS 66214

Gulf Projects Investment Company        4,670(3)(4)(5)              4,670               *              *
Kuwait Stock Exchange Building
Safat 13066, Kuwait

24

                                           NUMBER OF               NUMBER OF              PERCENT OWNED
                                           SHARES OF                SHARES          -------------------------
                                         COMMON STOCK                TO BE           BEFORE         AFTER
                                           OWNED(1)               REGISTERED        OFFERING      OFFERING(2)
                                        --------------            ----------        --------      -----------

Jack D. Koser                           10,333                      10,333              *              *
728 Azalea Dr.
Rockville, MD 20856

James and Vida Ann Roebling             24,260                      24,260              *              *
P. O. Box 71
Clearmont, WY 82835

James A. McCaughey                      101,169(3)(4)(5)(9)         101,169             *              *
3 Cueta Drive
Rancho Mirage, CA 92270

James E. Hosch                          1,231(4)                    1,231               *              *
7038 Willa Lane
Evergreen, CO 80439

James J. Cahill                         26,148(3)(4)(5)             26,148              *              *
57 Lawrence Hill Rd.
Huntington, NY 11743

James V. Rauh                           19,036(3)(4)(5)             19,036              *              *
7234 South Uravan Ct.
Aurora, CO 60016

Jason Wayne Assad                       77,077(4)                   18,462              *              *
6585 Sterling Drive
Suwanee, GA 30024

C & H Capital, Inc.                     24,500(3)                   24,500              *              *
6585 Sterling Drive
Suwanee, GA 30024

Jeffrey J. Schmitz                      4,266(4)(5)                 4,266               *              *
5834 S. Paris Ct.
Englewood, CO 80111

John J. Lais, III                       5,574(3)(4)(5)              5,574               *              *
2602 Woodland Ct
McKinney, TX 75070

John P. Kanouff                         15,000                      15,000              *              *
2525 E. Cedar Ave.
Denver, CO 80209

25

                                           NUMBER OF               NUMBER OF              PERCENT OWNED
                                           SHARES OF                SHARES          -------------------------
                                         COMMON STOCK                TO BE           BEFORE         AFTER
                                           OWNED(1)               REGISTERED        OFFERING      OFFERING(2)
                                        --------------            ----------        --------      -----------

John Schlie                             3,000(4)                    3,000               *              *
2406 West Davies Ave.
Littleton, CO 80120

John W. & Annette C. Golen JTWROS       4,333                       4,333               *              *
1898 Harley Dr.
Ann Arbor, MI 48103

John Shuster                            1,788                       1,788               *              *
21379 York Ct.
Kildeer, IL 60047

Joseph & Daphne C. Alphonso             33,333                      33,333              *              *
Family Trust
7731 Provincial Drive
Canton, MI 48187-2152

Kurt Novey                              550                         550                 *              *
4224 Nasmyth Drive
Plano, TX 75093

Lance Hering                            2,175(3)(4)                 2,175               *              *
7163 S. Chapparal Cir. E
Centennial, CO 80016-2129

Larry A. Bach & Susan A. Bach           285(3)(4)(5)                285                 *              *
501 W. Fairbanks Avenue
Winter Park, FL 32789

Linda Monahan & Donald R. Cotner        43,767(9)                   43,767              *              *
224 Anglers Drive South
Marathon, FL 33050

Lynden L. Rader                         26,000                      24,000              *              *
10342 Carioca Ct.
San Diego, CA 92124-1315

Mark A. & Kangping K.
Lowenstein Jtwros                       33,469(5)                   33,469              *              *
12512 White Drive
Sliver Spring, MD 20904

Marshall G. Folkes, III                 20,574(3)(4)(5)             20,574              *              *
3841 Houndstooth Court
Richmond, VA 23233

26

                                           NUMBER OF               NUMBER OF              PERCENT OWNED
                                           SHARES OF                SHARES          -------------------------
                                         COMMON STOCK                TO BE           BEFORE         AFTER
                                           OWNED(1)               REGISTERED        OFFERING      OFFERING(2)
                                        --------------            ----------        --------      -----------

Marshall Gray Folkes, Jr.               6,700                       6,700               *              *
829 Long Point Lane
Topping, VA 23169

Martin G. Williams &                    574(3)(4)(5)                574                 *              *
Margaret M. Williams
13333 Long Leaf Dr.
Clarksville, MD 21029

Mathew B. Murphy                        25,000                      25,000              *              *
P. O. Box 15181
Gillette, WY 82717-1581

Maury Rogow                             925(3)(4)(5)                925                 *              *
1050 Taylor Street N #709
Arlington, VA 22201

McKim & Company LLC                     19,500(3)                   19,500              *              *
8400 E. Crescent Parkway, Suite 600
Greenwood Village, CO 80111

Michael J. Alfano                       40,000                      40,000              *              *
10310 Forest Maple Rd.
Vienna, VA 22182

Michael Bayback                         75,000(6)                   75,000              *              *
45150 Ocean View Blvd., Suite 305
LaCanada, CA 91011

Michael Bagnulo                         412                         412                 *              *
1020 Martins Lake
Roswell, GA 30076

Michael M. Vuocolo DDS                  18,462(4)                   18,462              *              *
407 Arrowhead BL 123
Jonesboro, GA 30236

Mildred Swift McBride                   10,000                      10,000              *              *
Testamentary Trust
50 Church Street, P. O. Box 128
Sutter Creek, CA 95685

Mohamed Ali Ahmed                       574(3)(4)(5)                574                 *              *
5052 Grimm Dr. #512
Alexandria, VA 23233

27

                                           NUMBER OF               NUMBER OF              PERCENT OWNED
                                           SHARES OF                SHARES          -------------------------
                                         COMMON STOCK                TO BE           BEFORE         AFTER
                                           OWNED(1)               REGISTERED        OFFERING      OFFERING(2)
                                        --------------            ----------        --------      -----------

Morgan Stanley Dean Witter              574(3)(4)(5)                574                 *              *
FBO Thomas Garrity
1857 Wainwright Dr.
Reston, VA 20190

Murray Roark                            40,000(7)                   40,000              *              *
4400 Post Oak Parkway, Suite 1720
Houston, TX 77027

P-Con Consulting                        9,230(4)                    9,230               *              *
5432 Broadmoor St.
Alexandria, VA 22315

Peyton N. Jackson & Linda M. Jackson    10,190(3)(4)(5)             10,190              *              *
8704 Standish Rd.
Alexandria, VA 22308

Philip A. Nicholas                      4,331                       4,331               *              *
170 North 5th Street
P. O. Box 928 Laramie, WY 82703

 R. A. Fitzner, Jr                      3,574(3)                    3,574               *              *
P. O. Box 8000-260
Mesquite, NV 89024

Richard A. Peterson                     4,000                       4,000               *              *
5839 Boca Raton Drive
Dallas, TX 75230

Richard Huebner                         1,731(4)                    1,731               *              *
16318 E. Berry Avenue
Centennial, CO 80115

Riches In Resources, Inc.               15,000                      15,000              *              *
1433 Oakleaf Circle
Boulder, CO 80304

Robert A. Nicholas                      23,474(5)                   23,474              *              *
107 South Broadway, Suite 213
Riverton, WY 82501

Robert H. Taggart, Jr.                  25,148(3)(4)(5)             25,148              *              *
4163 S. Chapparrel Circle East
Aurora, CO 80116

28

                                           NUMBER OF               NUMBER OF              PERCENT OWNED
                                           SHARES OF                SHARES          -------------------------
                                         COMMON STOCK                TO BE           BEFORE         AFTER
                                           OWNED(1)               REGISTERED        OFFERING      OFFERING(2)
                                        --------------            ----------        --------      -----------

Robert Hockert                          12,500                      12,500              *              *
Petrol Pacific Corporation
3212 Fitzpatrick Dr.
Gillette, WY 82718

Robert Long                             31,335                      31,335              *              *
3125 Riverside Drive
Riverton, WY 82501

Robert S. Craig                         40,000(7)                   40,000              *              *
2931 Highland Lakes Dr.
Missouri City, TX 77459

Roger Conan                             574(3)(4)(5)                574                 *              *
14 Oakley Road
Dublin 6, Ireland

Roy Van Buskirk & Rachel Deutsch        872(3)(4)(5)                872                 *              *
1513 Forest Lane
McLean, VA 22101

Russell A. Pomeroy                      9,333                       9,333               *              *
1801 Broadway, Suite 680
Denver, CO 80202

Sterne Agee & Leach, Inc.               574(3)(4)(5)                574                 *              *
C/F Michael M. Vuocolo IRA
813 Shades Creek Pkwy., Suite
100B, Birmingham, AL 35209

Sanders Morris Harris Inc.              100,000(8)                  100,000             *              *
600 Travis, Suite 3100
Houston, TX 77002

Steven Bathgate                         1,835(4)                    1,835               *              *
6376 E. Tufts Avenue
Englewood, CO 80112

SJS Holdings c/o Susan Schoch           5,909(3)(4)(5)              5,909               *              *
350 East 84th Street
New York, NY 10028

29

                                           NUMBER OF               NUMBER OF              PERCENT OWNED
                                           SHARES OF                SHARES          -------------------------
                                         COMMON STOCK                TO BE           BEFORE         AFTER
                                           OWNED(1)               REGISTERED        OFFERING      OFFERING(2)
                                        --------------            ----------        --------      -----------

Timothy R. Crotty TTEE FBO              10,000                      10,000              *              *
Timothy R. Crotty Trust  DTD 3/14/03
13575 Ridge Road
Sutter Creek, CA 95685

Troy G. Taggart                         8,894(3)(4)(5)              8,894               *              *
21220 Craborchard Ct.
Ashburn, VA 20147

Tsunami Partners                        305,991                     305,991           1.7%             *
2011 Cedar Springs Rd., Apt. 506
Dallas, TX 75201

Vicki D.E. Barone                       51(4)                       51                  *              *
7854 S. Harrison Circle
Littleton, CO 80122

Vincent Schmitz                         19,629(4)(5)                19,629              *              *
4207 Montview Blvd.
Denver, CO 80207

Wayne A. Moore                          1,167(3)(4)(5)              1,167               *              *
P. O. Box 68
Rock Falls, IL 61071

Wesley A. Pomeroy                       2,668                       2,668               *              *
1801 Broadway, Suite 680
Denver, CO 80202

William N. Anderson                     55,385(4)                   55,385              *              *
6650 Oakhills Drive
Bloomfield, MI 48301-3238

William Gamello                         550                         550                 *              *
19 West Sky Lane
Clifton Park, NY 12065

William Gavin Kessler                   275                         275                 *              *
1921 Bissell - Unit C
Chicago, IL 60614

William Potter                          159(4)(5)                   159                 *              *
498 Ridgewood Avenue
Glen Ridge, NJ 07028

30

                                           NUMBER OF               NUMBER OF              PERCENT OWNED
                                           SHARES OF                SHARES          -------------------------
                                         COMMON STOCK                TO BE           BEFORE         AFTER
                                           OWNED(1)               REGISTERED        OFFERING      OFFERING(2)
                                        --------------            ----------        --------      -----------

William Powers                          550                         550                *              *
19900 Earlwood Dr.
Jupiter, FL 33458

William G. Van Buren                    29,822(9)                   29,822             *              *
6576 Fairview Avenue
Downers Grove, IL


Raymond Lynde                           142,566                     142,566            *              *
501 Clarion Dr.
Gillette, WY 82718

Richard Lynde                           142,566                     142,566            *              *
P. O. Box 325
Gillette, WY 82718

Virginia H. Lynde Trustee               112,017                     112,017            *              *
604 Warren Avenue
Gillette, WY 82718

Ronald K. Lynde Trustee                 112,017                     112,017            *              *
604 Warren Avenue
Gillett,e WY 82718

The Riggs Company LLC                   67,889                      67,889             *              *
155 Scott Drive
Sheridan, WY 82801

Steve Youngbauer                        67,889                      67,889             *              *
25 Buckhorn Flats Rd.
Riverton, WY 82501

Carl Andresen                           33,944                      33,944             *              *
8511 W. Donald Dr.
Peoria, AZ 85383

Lion Fund LP                            88,715(12)(13)              88,715             *              *
601 Jefferson, Suite 3600
Houston, TX 77002

Spring Street Partners L.P.             177,655(12)(13)             177,655            *              *
601 Jefferson, Suite 3600
Houston, Tx 77002

31

                                           NUMBER OF               NUMBER OF              PERCENT OWNED
                                           SHARES OF                SHARES          -------------------------
                                         COMMON STOCK                TO BE           BEFORE         AFTER
                                           OWNED(1)               REGISTERED        OFFERING      OFFERING(2)
                                        --------------            ----------        --------      -----------

Crestview Capital Master L.L.C.         1,325,822(12)(13)         1,325,822(14)       7.4%             *
95 Revere Drive, Suite A
Northbrook, IL 60062

Drawbridge Special
Opportunities Fund, LP                  159,233(14)               159,233               *              *
1251 Avenue of the Americas
New York, NY 10020

Highbridge/Zwirn Special                159,232(14)               159,232               *              *
Opportunities Fund, LP
745 Fifth Avenue, 18th Floor
New York, NY 10151


Christopher A.  Flanigan                127,289                   127,289               *              *
Irrevocable Trust
1572 Northfield Lane
Lafayette, CO 80026

Sean Flanigan                           164,120                   164,120               *              *
904 East Stanford Avenue
Englewood, CO 80110

B.W. Squared LLC                        38,265                    38,265                *              *
2407 W.  Colorado Avenue
Colorado, Springs, CO 80904

Adaya Family Trust                      76,531                    76,531                *              *
1301 Ocean Avenue
Santa Monica, CA 90401

SHYM, LLC                               76,531                    76,531                *              *
515 S. Figueroa Street, #1600
Los Angeles, CA 90071

James Pearl                             2,296                     2,296                 *              *
324 Tenth Avenue, Suit 170
Salt Lake  City, UT 84103


Karl Eppich                             10,000(15)                10,000                *              *
15 Piper Road

Sheridan, WY 82801


(1)  Includes shares underlying warrants or options which may not have yet been
     exercised.



32

(2)  Assumes all shares registered for resale under this prospectus are sold by
     the selling shareholder.

(3)  Includes shares issuable on exercise of warrants and/or options at $3.75
     per share.

(4)  Includes shares issuable on exercise of warrants and/or options at $4.00
     per share.

(5)  Includes shares issuable on exercise of warrants and/or options at $3.00
     per share.

(6)  Includes shares issuable on exercise of warrants and/or options at $2.25
     per share.

(7)  Includes shares issuable on exercise of warrants and/or options at $3.75
     per share.

(8)  Includes shares issuable on exercise of warrants and/or options at $5.00
     per share.

(9)  Includes shares issuable upon conversion of RMG common stock and warrants
     exercisable at $4.00 per share.

(10) Includes shares issuable on exercise of warrants at $3.75, $4.50 and $5.50
     per share.

(11) Includes shares issuable on exercise of warrants at $2.00 per share.



(12) Includes shares issuable upon conversion of Rock Mountain's Series A
     Convertible Preferred Stock assuming the lowest conversion price of $1.50
     per share, shares issuable in lieu of cash dividend payments on Series A
     Convertible Preferred Stock assuming the preferred stock is outstanding for
     two years and the interest conversion rate is $1.50 per share, shares
     issuable upon exercise of a Common Stock Purchase Warrant issued in
     connection with the issuance of the Series A Convertible Preferred Stock.
     Does not include additional shares which may be issuable in the event of an
     adjustment to the conversion price of the Series A Convertible Preferred
     Stock as a result of a dilutive issuance by the company.

(13) The provisions in the Series A Preferred Stock and Stock Purchase Warrants
     held by such selling shareholder prohibit such selling shareholder form
     converting its preferred stock or exercising its warrants to the extent
     such conversion or exercise would cause its beneficial ownership to exceed
     4.99%. Accordingly, the actual beneficial ownership of the selling
     shareholder at all times cannot exceed 4.99%.

(14) Includes shares issuable on exercise of warrants at $3.30 per share.

(15) Includes shares issuable on exercise of warrants at $2.90 per share.

The shares owned or to be owned by the selling shareholders are registered under rule 415 of the general rules and regulations of the Securities and Exchange Commission, concerning delayed and continuous offers and sales of securities. In regard to the offer and sale of such shares, we have made certain undertakings in Part II of the registration statement of which this prospectus is part, by which, in general, we have committed to keep this prospectus current during any period in which the selling shareholders make offers to sell the covered securities pursuant to rule 415.

33

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