**SECURITIES AND EXCHANGE COMMISSION**

 

**Washington, D. C. 20549**

 

**FORM 10-QSB**

 

| **ý** | **Quarterly Report under Section 13 or 15(d) of the  Securities Exchange Act of 1934** |
|------------|----------------------------------------------------------------------------------------|

 

**f****or theQuarterly Period ended SEPTEMBER 30, 2002**

** **

**or**

 

| **o** | **Transition Report Pursuant to Section 13 or 15(d) of the  Securities Exchange Act of 1934** |
|-------|-----------------------------------------------------------------------------------------------|

 

**for the Transition Period from             to            **

 

**Commission File Number 1-3753**

 

| **UNITED  PARK CITY MINES COMPANY**                                |
|--------------------------------------------------------------------|
| (exact name of small  business issuer as specified in its charter) |
|                                                               |   |   |
|                                                               |   |   |
| **Delaware**                                                       |   | **87-0219807** |
| (State or other  jurisdiction of  incorporation or organization.)  |   | (I.R.S. Employer  Identification No.) |
|                                                               |   |   |
|                                                               |   |   |
| **P. O.  Box 1450, Park City, Utah**                               |   | **84060** |
| (Address of principal  executive offices)                          |   | (Zip Code) |
|                                                               |   |   |
|                                                               |   |   |
| **(435)  649-8011**                                                |
| (Issuer’s telephone  number)                                  |

 

Check whether the issuer(1) filed all reports required to be filed by Section 13 or 15(d) of theExchange Act during the past 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. Yes ý  No o.

 

(APPLICABLE ONLYTO CORPORATE ISSUERS)

 

State the number ofshares outstanding of each of the issuer’s classes of common equity, as of thelatest practicable date:    As of October31, 2002: 3,249,411 shares

 

Transitional SmallBusiness Disclosure Format (check one): Yes o   No ý.

 

 

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Form 10-QSB

United Park CityMines Company

September 30, 2002

 

PART I - FINANCIALINFORMATION

UNITED PARK CITYMINES COMPANY AND SUBSIDIARIES

CONSOLIDATEDBALANCE SHEET

(Unaudited)

*** ***
|                                           |   | **September  30,  2002** |       |
|------------------------------------------------|--------|--------------------------|------------|
| ***ASSETS:***                                  |   |                     |       |
| Cash and cash  equivalents                     |   | $                        | 44,812     |   |
| Accounts  receivable                           |   | 51,253                   |       |
| Prepaid expenses                               |   | 397,515                  |       |
| Other                                          |   | 76,206                   |       |
|                                           |   | 569,786                  |       |
| Real Estate:                                   |   |                     |       |
| Deferred  development costs                    |   | 19,704,841               |       |
|                                           |   |                     |       |
| Property and  Equipment:                       |   |                     |       |
| Mine shaft,  buildings, and equipment          |   | 726,262                  |       |
| Construction-in-progress                       |   | 83,365                   |       |
| Resort  facilities                             |   | 58,077                   |       |
| Less accumulated  depreciation                 |   | (509,654                 | )          |
|                                           |   | 358,050                  |       |
|                                           |   |                     |       |
| Land less  accumulated depletion of $1,062,190 |   | 12,991,092               |       |
|                                           |   | 13,349,142               |       |
|                                           |   |                     |       |
| Total assets                                   |   | $                        | 33,623,769 |   |

 

The accompanying notesare an integral part of the consolidated financial statements.

 

2

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|                                                         |   | **September  30,  2002** |       |
|--------------------------------------------------------------|--------|--------------------------|------------|
| ***LIABILITIES AND STOCKHOLDERS’ EQUITY:***             |   |                     |       |
| Liabilities:                                                 |   |                     |       |
| Accounts payable                                             |   | $                        | 2,147,829  |   |
| Accrued  liabilities                                         |   | 441,930                  |       |
| Stockholder  advances                                        |   | 415,000                  |       |
| Bank notes  payable                                          |   | 2,556,515                |       |
| Accrued  development costs                                   |   | 3,420,615                |       |
| Joint venture  termination reimbursement accrual             |   | 2,696,639                |       |
| Accrued  remediation costs                                   |   | 160,051                  |       |
|                                                         |   |                     |       |
| Total  liabilities                                           |   | 11,838,579               |       |
|                                                         |   |                     |       |
| Stockholders’  equity:                                  |   |                     |       |
| Capital stock,  $.01 par value:                              |   |                     |       |
| Authorized:  3,750,000 shares Issued:  3,249,411 shares |   | 32,494                   |       |
| Capital in  excess of par value                              |   | 41,982,640               |       |
| Accumulated  deficit                                         |   | (20,046,160              | )          |
|                                                         |   | 21,968,974               |       |
|                                                         |   |                     |       |
| Less cost of  treasury stock - 1,294 shares                  |   | (183,784                 | )          |
|                                                         |   |                     |       |
| Total  stockholders’ equity                             |   | 21,785,190               |       |
|                                                         |   |                     |       |
| Total  liabilities and stockholders’ equity             |   | $                        | 33,623,769 |   |

 

The accompanying notesare an integral part of the consolidated financial statements.

 

 

3

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UNITED PARK CITYMINES COMPANY AND SUBSIDIARIES

CONSOLIDATEDSTATEMENT OF OPERATIONS

(Unaudited)

 
|                                                         |   | **For Three  Months Ended** |      | **For Nine  Months Ended** |   |
|--------------------------------------------------------------|--------|-----------------------------|-----------|----------------------------|--------|
|                                                         |   | **September  30,  2002**    |      | **September  30,  2001**   |   | **September  30,  2002** |   | **September  30,  2001** |   |
| Revenues:                                                    |   |                        |      |                       |   |   |   |   |   |
| Real estate  sales                                           |   | $                           | 6,550,000 |                       | $      | 2,684,000 |   | $ | 6,750,000 |   | $ | 2,684,000 |   |
| Contract  services                                           |   | 3,106                       |      | 9,907                      |   | 15,227 |   | 9,907 |   |
| Interest                                                     |   | 1,613                       |      | 5,114                      |   | 2,078 |   | 13,441 |   |
| Royalties and  rentals                                       |   | 30,800                      |      | 10,483                     |   | 185,788 |   | 246,931 |   |
| Other                                                        |   | 15,994                      |      | 36,018                     |   | 58,232 |   | 91,014 |   |
|                                                         |   | 6,601,513                   |      | 2,745,522                  |   | 7,011,325 |   | 3,045,293 |   |
| Expenses:                                                    |   |                        |      |                       |   |   |   |   |   |
| Cost of real  estate sales and selling expense               |   | 1,249,351                   |      | 544,048                    |   | 1,340,391 |   | 544,048 |   |
| Other real  estate costs                                     |   | 80,414                      |      | 50,549                     |   | 139,886 |   | 110,386 |   |
| General and  administrative costs                            |   | 377,811                     |      | 232,562                    |   | 1,117,596 |   | 828,701 |   |
| Mine maintenance  and administrative costs                   |   | 371,111                     |      | 602,153                    |   | 1,043,462 |   | 1,551,565 |   |
| Contract  services costs                                     |   | 3,704                       |      | 8,426                      |   | 12,218 |   | 7,445 |   |
| Depreciation                                                 |   | 4,277                       |      | 9,241                      |   | 38,639 |   | 29,230 |   |
| Net (gain) loss  on disposal of assets                       |   | 726,567                     |      | (4,246                     | )      | 726,567 |   | 32,176 |   |
| Interest                                                     |   | 129                         |      | 2,037                      |   | 129 |   | 15,148 |   |
|                                                         |   | 2,813,364                   |      | 1,444,770                  |   | 4,418,888 |   | 3,118,699 |   |
|                                                         |   |                        |      |                       |   |   |   |   |   |
| Net income  (loss) before income taxes.                      |   | 3,788,149                   |      | 1,300,752                  |   | 2,592,437 |   | (73,406 | ) |
| Income tax  benefit                                          |   | —                      |      | —                     |   | — |   | — |   |
|                                                         |   |                        |      |                       |   |   |   |   |   |
| Net income  (loss)                                           |   | $                           | 3,788,149 |                       | $      | 1,300,752 |   | $ | 2,592,437 |   | $ | (73,406 | ) |
|                                                         |   |                        |      |                       |   |   |   |   |   |
| Basic net income  (loss) per share                           |   | $                           | 1.17      |                       | $      | 0.40 |   | $ | 0.80 |   | $ | (0.02 | ) |
|                                                         |   |                        |      |                       |   |   |   |   |   |
| Diluted net  income (loss) per share                         |   | $                           | 1.13      |                       | $      | 0.39 |   | $ | 0.77 |   | $ | (0.02 | ) |
|                                                         |   |                        |      |                       |   |   |   |   |   |
| Basic weighted  average number of shares outstanding         |   | 3,249,411                   |      | 3,249,411                  |   | 3,249,411 |   | 3,249,411 |   |
|                                                         |   |                        |      |                       |   |   |   |   |   |
| Diluted weighted  average number of  shares outstanding |   | 3,350,244                   |      | 3,350,244                  |   | 3,350,244 |   | 3,249,411 |   |

 

The accompanying notesare an integral part of the consolidated financial statements.

 

4

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UNITED PARK CITYMINES COMPANY AND SUBSIDIARIES

CONSOLIDATEDSTATEMENT OF CASH FLOWS

(Unaudited)

 
|                                                                                  |   | **For Nine  Months Ended** |      |
|---------------------------------------------------------------------------------------|--------|----------------------------|-----------|
|                                                                                  |   | **September  30,  2002**   |      | **September  30,  2001** |   |
| Cash flows from  operating activities:                                                |   |                       |      |   |   |
| Net income  (loss)                                                                    |   | $                          | 2,592,437 |   | $ | (73,406 | ) |
| Adjustments to  reconcile net income (loss) to net cash used by operating activities: |   |                       |      |   |   |
| Depreciation                                                                          |   | 38,639                     |      | 29,230 |   |
| Net loss on  disposal of assets                                                       |   | 726,567                    |      | 32,177 |   |
| Increase  (decrease) from changes in:                                                 |   |                       |      |   |   |
| Accounts  receivable                                                                  |   | 23,784                     |      | (37,182 | ) |
| Prepaid expenses  and inventories                                                     |   | (264,324                   | )         | (99,717 | ) |
| Deferred real  estate development costs                                               |   | (7,914,595                 | )         | (2,624,253 | ) |
| Accounts payable  and accrued liabilities                                             |   | 1,644,661                  |      | 1,159,691 |   |
| Other                                                                                 |   | (21,000                    | )         | (50,161 | ) |
| Accrued  development costs                                                            |   | 955,120                    |      | — |   |
| Joint venture  termination reimbursement accrual                                      |   | 92,332                     |      | 127,492 |   |
| Accrued  remediation costs                                                            |   | (114,626                   | )         | (169,395 | ) |
| Total  adjustments                                                                    |   | (4,833,442                 | )         | (1,632,118 | ) |
| Net cash used by  operating activities                                                |   | (2,241,005                 | )         | (1,705,524 | ) |
|                                                                                  |   |                       |      |   |   |
| Cash flows from  investing activities:                                                |   |                       |      |   |   |
| Construction-in-progress                                                              |   | (84,826                    | )         | (22,222 | ) |
| Capital  expenditures                                                                 |   | (34,649                    | )         | (15,878 | ) |
| Net cash used by  investing activities                                                |   | (119,475                   | )         | (38,100 | ) |
|                                                                                  |   |                       |      |   |   |
| Cash flows from  financing activities:                                                |   |                       |      |   |   |
| Proceeds from  bank notes payable                                                     |   | 3,485,644                  |      | 2,199,313 |   |
| Principal  payments on bank notes payable                                             |   | (1,517,498                 | )         | (1,566,026 | ) |
| Stockholder  advances                                                                 |   | 415,000                    |      | — |   |
| Net cash  provided by financing activities                                            |   | 2,383,146                  |      | 633,287 |   |
|                                                                                  |   |                       |      |   |   |
| Net increase  (decrease) in cash and cash equivalents                                 |   | 22,666                     |      | (1,110,337 | ) |
| Cash and cash  equivalents-beginning of period                                        |   | 22,146                     |      | 1,141,868 |   |
|                                                                                  |   |                       |      |   |   |
| Cash and cash  equivalents-end of period                                              |   | $                          | 44,812    |   | $ | 31,531 |   |

 

The accompanying notesare an integral part of the consolidated financial statements.

 

5

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***UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES***

***SELECTED NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (UNAUDITED)***

** **

**NOTE 1 –CONDENSED FINANCIAL STATEMENTS**

 

*A.  Disclosure*

 

Certain information and footnote disclosures normally included infinancial statements prepared in accordance with accounting principlesgenerally accepted in the United States of America have been condensed oromitted.  It is suggested that thesefinancial statements should be read in conjunction with the 2001 Annual Reportto Stockholders of United Park City Mines Company (hereinafter “United Park” or“the Company” or “the Registrant”) and the Form 10-QSB for the periods endedMarch 31, 2002 and June 30, 2002.

 

*B.  Management’s Representation*

 

The consolidated balance sheet as of September 30, 2002 and theconsolidated statement of operations for the three-month and nine-month periodsended September 30, 2002 and September 30, 2001 and the statement of cash flowsfor the nine-month periods ended September 30, 2002 and 2001 have been preparedby the Company, without audit.  In theopinion of management, all adjustments necessary to present fairly thefinancial position, results of operations, and cash flows at September 30, 2002and 2001, have been made.

 

*C.  Financial Statement Presentation*

 

Certain amounts in the 2001 financial statements have been reclassifiedto conform to the 2002 financial statement presentation.  These reclassifications had no effect on netincome, total assets, total liabilities or stockholders’ equity.

 

**NOTE 2 –INDUSTRY SEGMENTS**

 

The Company’s reportable segments are strategic business units thatoffer different products and services. They are managed separately because each business requires differenttechnology and marketing strategies. The Company is organized into the following industry segments, andmanagement accounts for revenues and expenses from these activities separatelyand evaluates each of the following segments based upon performance: MineMaintenance and Real Estate.  Thesegment data here presented does not include intersegment revenues or chargesfor corporate overhead costs.

 

| **September 30, 2002:**                                                 |   | **Mine  Maintenance** |   | **Real Estate** |   | **Other**  |   | **Total**  |   |
|-------------------------------------------------------------------------|--------|-----------------------|--------|-----------------|--------|------------|--------|------------|--------|
| Revenue                                                                 |   | $                     | 72,856 |            | $      | 6,937,486  |   | $          | 983    |   | $ | 7,011,325 |   |
| Operating income  (loss)(1)                                             |   | (1,728,094            | )      | 5,324,606       |   | (1,004,075 | )      | 2,592,437  |   |
| Identifiable  assets                                                    |   | 279,422               |   | 32,688,574      |   | 655,773    |   | 33,623,769 |   |
| Depreciation                                                            |   | 18,704                |   | 7,936           |   | 11,999     |   | 38,639     |   |
| Capital  expenditures, including deferred real estate development costs |   | 29,115                |   | 8,901,111       |   | (182,540   | )      | 8,747,686  |   |
|                                                                         |        |                       |        |                 |        |            |        |            |        |  |  |  |  |

 

| **September 30, 2001:**                                                 |   | **Mine Maintenance** |    | **Real Estate** |   | **Other** |   | **Total**  |   |
|-------------------------------------------------------------------------|--------|----------------------|---------|-----------------|--------|-----------|--------|------------|--------|
| Revenue                                                                 |   | $                    | 100,075 |            | $      | 2,933,151 |   | $          | 12,067 |   | $ | 3,045,293 |   |
| Operating income  (loss)(1)                                             |   | (1,497,839           | )       | 2,041,132       |   | (616,699  | )      | (73,406    | )      |
| Identifiable  assets                                                    |   | 559,709              |    | 23,106,520      |   | 709,698   |   | 24,375,927 |   |
| Depreciation                                                            |   | 16,080               |    | 2,511           |   | 10,639    |   | 29,230     |   |
| Capital  expenditures, including deferred real estate development costs |   | 2,651                |    | 3,025,350       |   | 31,794    |   | 3,059,795  |   |
|                                                                         |        |                      |         |                 |        |           |        |            |        |  |  |  |  |

 

----

(1) Earnings before taxes

 

6

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**NOTE 3 –BANK FINANCING**

 

*LocalBank Funding*

 

In May 2000, the Company received a financing commitment totaling$725,000, for the purpose of installing improvements to four lots in the DeerCrest development.  Interest on theoutstanding borrowings is paid monthly at 1⁄2 percent above the bank’s primelending rate (prime rate was 4.75% at September 30, 2002).  During October 2000, two of the lotscollateralizing the note were sold. Upon sale of the lots, the outstanding balance was paid and thecommitment was reduced to $250,000.  Thecollateral was reduced from four to two Deer Crest lots with relatedimprovements.  The Company renewed theloan during 2002 with a termination date of November 1, 2003.  The Company had drawn $250,000 against thecommitment at September 30, 2002.

 

The Company has a $2,000,000 revolving line-of-credit.  The purpose of this financing is tosupplement cash flow needs of the Company. Borrowings are collateralized by approximately 16 acres of land known asthe Spiro Tunnel.  Interest on theoutstanding borrowings is paid monthly at 1⁄2 percent above the bank’s primelending rate (prime rate was 4.75% at September 30, 2002).  The maturity date is October 1, 2003.  The Company had drawn $1,635,000 against thecommitment at September 30, 2002.

 

During December 2001, the Company obtained a financing commitmenttotaling $365,000, for the purpose of installing improvements to a singleresidential lot known as 7.2b. Borrowings are collateralized by lot 7.2b, which consists ofapproximately 55 acres.  Interest on theoutstanding borrowings is paid monthly at the bank’s prime lending rate (primerate was 4.75% at September 30, 2002). The initial loan term ends December 1, 2002.  The Company had drawn $22,284 against the commitment at September30, 2002.

 

The Company obtained a $17,300,000 loan commitment for the purpose ofinstalling improvements to the Flagstaff Mountain Resort Phase 1development.  Borrowings arecollateralized by approximately 32 acres of land known as Flagstaff MountainResort Phase 1 in Summit County and approximately 10 acres of land known as theJordanelle Commerce Park in Wasatch County. Interest on the outstanding borrowings is paid monthly at 3% above thebank’s 30-day LIBOR rate (30-day LIBOR was 1.81125% at September 30,2002).  The maturity date is January 1,2004 subject to the right to extend the maturity date to July 1, 2004.  The loan agreement provisions define therequired payments prior to release of collateral and provides for the reductionof the loan commitment in the amount of any collateral release payments theCompany makes to the bank.  Thecollateral release payments are deposited into a restricted cash account.  Development disbursements are made firstfrom the restricted cash account and then from loan proceeds.  During August and September of this year,$4,892,124 of collateral release payments was deposited and $4,891,468 wasdisbursed from the restricted cash account on project costs.  As of September 30, 2002, the commitmentbalance was $12,407,876 and the Company had drawn $597,645 against the reducedcommitment.

 

*OtherFunding Sources*

 

The Company financed the purchase of equipment in October of 2001 for$32,695 and additional equipment in December of 2001 for $37,297.  Each installment contract has 36 equalmonthly payments at 0% interest rate. The monthly installment total is $1,944.  The September 30, 2002 outstanding balance for the contracts was$51,586.

 

**NOTE 4 –JOINT VENTURE TERMINATION REIMBURSEMENT ACCRUAL**

 

In July 1999, the Company signed a Letter of Understanding withArizona-based DMB Associates, Inc. (“DMB”) to pursue a joint venturepartnership to develop the Flagstaff Mountain and Bonanza MountainResorts.  The joint venture was formedon June 15, 2000.  Under the terms ofthe joint venture’s operating agreement, the Company was entitled to terminatethe joint venture prior to September 30, 2000, if it did not approve a businessplan or budget provided by DMB for the development of the subjectproperties.  The parties to the jointventure agreement were unable to agree upon or approve the business plan bySeptember 30, 2000, and mutually agreed to extend the date by which suchapproval would be required to January 17, 2001.  The joint venture was terminated by the terms of the operatingagreement at the expiration of the extension period.  The Company, as required by the operating agreement, willreimburse joint venture development costs of $2,445,030 and accrued interest toDMB in January of 2004.  Interest isaccrued at the lower of the prime rate (prime rate was 4.75% at September 30,2002) or 10% compounded yearly.  The2002 accrued interest is $92,332 for the nine months ended September 30, 2002.

 

7

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**NOTE****5 – RELATED PARTY TRANSACTION**

 

During March 2002, Loeb Investors Co. XL (“Loeb”), a major stockholder,advanced to the Company $225,000 for the purpose of purchasing directors andofficers liability insurance.  Loebadvanced to the Company $190,000 during the month of July 2002 to supplementthe Company’s working capital.

 

**NOTE 6 –CONTINGENCIES**

 

*Litigationand Settlement Agreement*

 

In May 1986, the Company filed a lawsuit against Greater Park CityCompany (“GPCC”), Royal Street Land Company, Royal Street of Utah, and DeerValley Resort Company related to agreements, which resulted in therestructuring of Greater Park City Company in 1975, and later performance underthese agreements.  The defendants filedcounterclaims against the Company.

 

On November 13, 1995, an Order of Dismissal With Prejudice of all ofthe Company’s remaining claims and all of GPCC’s claims was signed by the Courtand also filed, thereby finally disposing of all of the remaining aspects ofthis litigation.

 

On November 6, 1992, the Company entered into a Settlement Agreementand Release (“Settlement Agreement”) with Royal Street Land Company, DeerValley Resort Company, Royal Street of Utah, Royal Street Development Company(collectively “Deer Valley”), and Wells Fargo Bank, N.A.  In this Settlement Agreement, the Company,Deer Valley, and Wells Fargo agreed, among other things, to dismiss with prejudicethe claims and counterclaims.

 

The Settlement Agreement provides the Company the opportunity todevelop, without the encumbrance of the Deer Valley Ski Lease, certain parcelsof land, which are currently subject to the Deer Valley Ski Lease.  The Settlement Agreement further providesDeer Valley the opportunity to acquire the Company’s interest in the surfaceestate to the balance of the land within the Deer Valley Ski Lease.  Both the Company’s and Deer Valley’sopportunities concerning those parcels of land covered under the Deer Valley SkiLease are contingent upon Park City’s approval and acceptance of the plan bythe Company.

 

If Park City does not grant plan approval or if the Company does notaccept the plan, the land within the Deer Valley Ski Lease will remainencumbered by the Deer Valley Ski Lease. If master plan approval is obtained and accepted, the Deer Valley SkiLease will be terminated.  The Companycould then proceed to develop those certain parcels of land, which wereformerly encumbered by the Deer Valley Ski Lease, and would convey the balanceof the surface estate of the land formerly encumbered by the Deer Valley SkiLease to Deer Valley.  Additionally, ifand when, the plan is accepted by both the Company and Park City, the exchangeof the surface rights to the land by the Company for the termination of theDeer Valley Ski Lease and the right to develop the land previously encumberedby the lease will represent an exchange of similar productive assets.  Accordingly, the Company will transfer itsbasis in the surface

 

8

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rights to the land to the basis in the land to be developed that waspreviously encumbered by the Deer Valley Ski Lease, with no gain or lossrecognized.

 

*RichardsonFlat*

 

A portion of United Park’s mining property, known as the RichardsonFlat Tailings Site (“Site”), was proposed by the United States EnvironmentalProtection Agency (“EPA”) on June 24, 1988, by notice published in the FederalRegister, to be added to the EPA’s National Priorities List (“NPL”), the EPA’slisting of national priority hazardous waste sites.  United Park submitted written comments opposing the listing ofthe Richardson Flat Tailings site on a number of procedural and substantivegrounds. In response to the comments submitted by United Park, the EPAdetermined not to list the site on the NPL in a final rule published February11, 1991, in the Federal Register.

 

On February 7, 1992, by notice published in the Federal Register, theEPA again proposed that the Richardson Flat Tailings site be added to theNPL.  In April 1992, the Companysubmitted written comments again opposing the listing on a number of proceduraland substantive grounds.  As of thisdate, the EPA has neither responded to United Park’s comments nor finalized itsproposal to list the site on the NPL.

 

The NPL has been established by the EPA under the ComprehensiveEnvironmental Response, Compensation, and Liability Act (“CERCLA”) to identify,inventory, and prioritize sites which warrant further investigation to assess thenature and extent of any public health and environmental risks associated withthe site and to determine what remedial action, if any, may beappropriate.  Inclusion of a site on theNPL does not establish that the EPA will necessarily require remedial actionfor the site.

 

As a result of the EPA’s evaluation of the Richardson Flat Tailingssite, the Company may be required to undertake additional stabilization orremediation activities on this portion of its mining property to comply withthe standards for disposal of mining wastes under CERCLA.  In 1983, United Park began a containmentprogram, which is now substantially complete, to cover the Richardson FlatTailings area with topsoil and seed the site for vegetation.  Management is not now able to accuratelypredict whether the Richardson Flat Tailings site will be listed on the NPLand, if it is listed, whether further remedial actions will be required.

 

On September 27, 2000, United Park executed an Administrative Order onConsent with the EPA to perform a voluntary focused remedial investigation andfeasibility study (“Focused RI/FS”) to determine if any remedial action may bewarranted at Richardson Flat.  TheCompany projected $630,000 in 1999 as its best estimate of costs to completethe Focused RI/FS at Richardson Flat. The Company projected the expenditure of these costs over a three-yearperiod.   The remaining balance for theFocused RI/FS as of September 30, 2002 was $160,051.  The Company cannot estimate the potential costs, if any, that maybe required beyond the Focused RI/FS.

 

On December 4, 2001, the EPA issued a letter to all potentiallyresponsible parties, including United Park and three other mining companies,demanding that it be reimbursed $562,231, plus interest from the date of theletter, for past response costs under CERCLA (the “December Letter”).  In addition, the EPA stated in its DecemberLetter that it anticipates additional funds may be expended at Richardson Flatfor which United Park may be liable. Although the liability of the Company is joint and several, EPA iscurrently negotiating with the Company and the other responsible partiesregarding the demand.  A demand of thisnature is typical at this type of site. United Park anticipates that the other potentially responsible partieswill pay a significant portion of the demand amount.  Management is, at this time, unable to estimate the amount orrange of the potential response cost to the Company beyond what was accrued in1999.

 

9

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The Company has engaged in the study and evaluation of the developmentof a recreation complex in the area of Richardson Flat.  Management believes, if the development ofthe recreation complex takes place, any remedial issues, which might be identifiedduring the study or the development related to the Richardson Flat Tailingssite could be resolved as part of this process.  However, should substantial remediation be required at the sitebeyond the scope of any development and should United Park be designated as apotentially responsible party and it is later determined that United Park is aresponsible party liable for remediation, those costs could be substantial tothe Company.

 

*Other*

 

The Company is participating in the Upper Silver Creek Watershed Group(“USCWSG”), which was formed to conduct a complete review of the Silver CreekWatershed to determine sources of contamination to Silver Creek and to preparea practical remediation plan.  To datethe USCWSG has completed its sampling efforts and published findings but hasnot reached any conclusions nor presented any remediation plans.  Management is, at this time, unable toestimate the amount or range of additional work required in connection with theUSCWSG study.

 

In an effort to obtain regulatory closure on the Company’s EmpireCanyon property, which is currently listed on the Comprehensive EnvironmentalResponse, Compensation, and Liability Information System (“CERCLIS”) databasebut not on the NPL, the Company has entered into an Administrative Order onConsent with EPA to perform an environmental evaluation/cost analysis (“EE/CA”)to determine what action, if any, is warranted in Empire Canyon.  The site definition in the AdministrativeOrder on Consent excluded from the study area all developable properties inEmpire Canyon.  EPA also issued comfortletters indicating no further regulatory interest in the developableproperties.  At this time, United Parkis unable to determine, if any, the effect this will have on its results ofoperations or financial position.

 

As United Park has currently conducted its mine maintenance operationsin a manner consistent with current reclamation statutes and regulations, inmanagement’s opinion, United Park is not liable for reclamation costs associatedwith its mining properties.  If UnitedPark, however, ever elects to cease its mine maintenance operations, theCompany may choose to permanently restrict access to its mines.  If management chooses to perform certainelective reclamation of its surface areas disturbed by past mining operations,management believes that such reclamation and access restriction costs would beminimal.

 

**NOTE 7 –SALE OF ASSETS**

 

On August 16, 2002, the Company sold certain water rights; certain minetunnels and related mining equipment to Jordanelle Special Service District(“JSSD”) while retaining easement and mineral rights to the propertiessold.  In return for conveying theseassets to JSSD, the Company received rights to future water shares and wasrelieved of the future costs of maintaining the assets sold.  These assets were not historicallygenerating sufficient revenues to cover maintenance costs, which resulted insignificant cash outflow for the Company.

 

**NOTE 8 –TERMINATION OF AGREEMENT AND PLAN OF MERGER**

 

On August 26, 2002, the Company executed an Agreement and Plan of Merger(the “Merger Agreement”) by and among the Company, owners of more than a majority of the Company’s stock (“Majority Stockholders”), CapitalGrowth Partners, LLC (“CGP”) and CGP Acquisition, Inc. (“CGP Acq.”).  On October 2, 2002, the Company and the Majority Stockholders terminated theMerger Agreement as a result of CGP's failure to close the transactionscontemplated by the Merger Agreement. 

10

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**NOTE 9 –SUBSEQUENT EVENTS**

 

During the month of October 2002 the Company completed the sale of atownhouse site from the first phase of the Flagstaff Mountain Resort.  The proceeds  to the Company from the site amounted to $6,000,000 consisting ofcash and a $1,500,000 note receivable due in nine months.  The $1,500,000 note and cash in the amountof $4,005,000 were used to pay collateral release amounts as provided by theterms of the $17,300,000 loan commitment the Company obtained in June2002.  The Company received the balanceof $495,000 less selling costs.

 

**NOTE 10– INCOME TAXES**

 

At September 30, 2002, the Company had net operating loss carryforwardsfor federal and state income tax purposes of approximately $19,159,893 and$6,163,687 respectively.  Managementanticipates that these net operating loss carryforwards will be partiallyoffset by taxable income generated by the Company during the third and fourthquarters of 2002.

 

**NOTE 11– LIQUIDITY**

 

The Company sold a townhouse site for $6,000,000 during October (seeNote 9). The Company will use a portion of the September 30, 2002 cash balancealong with a portion of the proceeds received from the October townhouse sale,anticipated proceeds from future real estate sales, and available funds from currentbank financings to fund its future operations. During the first nine months of 2002 the Company’s operating andinvesting needs were funded by $1,968,146 in net proceeds from the Company’svarious bank loans; $5,409,609 in net proceeds from real estate sales and$415,000 from stockholder advances.

 

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***MANAGEMENT’S DISCUSSION AND ANALYSIS***

***OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS***

 

This Form 10-QSB may contain trend information and forward-lookingstatements that involve risks and uncertainties.  The actual results of operations of the Company could differmaterially from the Company’s historical results of operations and thosediscussed in such forward-looking statements as a result of certain factors setforth in this section and elsewhere in this Form 10-QSB, including informationincorporated by reference.

 

***Liquidity and Capital Resources***

 

Cash Flow Analysis

 

The Company’s cash balance increased $22,666 during the first ninemonths of 2002, leaving a cash balance of $44,812 as of September 30,2002.  The Company sold a townhouse sitefor $6,000,000 during October (see Note 9 to the Consolidated FinancialStatements). The Company will use a portion of the September 30, 2002 cashbalance along with a portion of the proceeds received from the townhouse sale,anticipated proceeds from future real estate sales by the Company’s whollyowned subsidiary, Blue Ledge Corporation (hereinafter “Blue Ledge”), andavailable funds from current bank financings to fund its futureoperations.  During the first ninemonths of 2002 the Company’s operating and investing needs were funded by$1,968,146 in net proceeds from the Company’s various bank loans; $5,409,609 innet proceeds from real estate sales and $415,000 from stockholder advances.

 

Real Estate

 

During the first nine months of 2002, Blue Ledge sold one lot in theHidden Meadows subdivision and four lots in the Flagstaff Mountain Resort Phase1.  During October, the Company sold aFlagstaff Mountain Resort Phase 1 townhouse site (see Note 9 to theConsolidated Financial Statements).  Asof September 30, 2002, Blue Ledge has available for sale one lot in the HiddenMeadows subdivision, two lots in the Deer Crest development project, fivecommercial building sites in the Commerce Park at Keetley, a ski-in ski-out lotadjacent to Park City Mountain Resort and the remaining Flagstaff MountainResort Phase 1 properties.  After theOctober townhouse sale, the Flagstaff Mountain Resort Phase 1 has a condominiumsite, a multi-cottage site and six single-family lots remaining for sale.

 

Mining

 

On August 16, 2002, the Company sold certain water rights; certain minetunnels and related mining equipment to Jordanelle Special ServiceDistrict.  The Company did not receive anycash proceeds.   However, the Companywill eliminate significant on going costs associated with the assets sold, thusreducing the annual cash requirements of the Company (see Note 7 to theConsolidated Financial Statements).

 

***Results of Operations***

 

2002 Compared with 2001

 

Blue Ledge sold four single-family lots during the three-month periodended September30, 2002.  Blue Ledge sold one Hidden Meadows lot for aprofit of $108,961 or 54% of the gross sales price during March 2002 and fourFlagstaff Mountain Resort Phase 1 lots for a profit of $5,300,649 or 81% of thegross sales price during the three-month period ended September 30, 2002.  Blue Ledge’s 2001 sales occurred when eightproperties were sold for a profit of $2,139,952 or 80% of gross sales priceduring the three-month period end September 30, 2001.

 

Contract services revenues decreased 69% and increased 54% during thethree-month and nine-month periods ended September 30, 2002 as compared to thesame periods in 2001.  The changes inrevenue are not significant to the Company. Contract services are performed infrequently to assist owners of variousmine workings in the area.

 

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The Company’s interest income decreased 68% during the third quarterand 85% for the first nine months of 2002. The decrease when compared to 2001is the result of lower 2002 available funds for investment and reducedinvestment interest rates.

 

Royalty and rental revenues increased 194% and decreased 25% during thethree-month and nine-month periods ended September 30, 2002 when compared tothe same periods in 2001.  The increasefor the three-month period is due to the receipt of a lump sum payment in 2002that was paid in earlier periods in 2001. The primary reason for the nine-month decrease is due to a reduction ofski lease income based on lessee revenues for the 2002 period.

 

Other revenues decreased 56% and 36% for the three-month and nine-monthperiods ending September 30, 2002 when compared to the same periods in 2001.The decreases are the result of reduced fees collected for receiving cleanlandfill in 2002 and a $7,161 reduction of water revenue during the three-monthperiod ending September 30, 2002.

 

Cost of real estate sales and selling expense increased 130% and 146%for the three-month and nine-month periods ended September 30, as compared tothe same periods in 2001.  Thethree-month variance includes a 144% increase due to additional sales and a 14%reduction due to lower average cost of sales. The nine-month variance includes a 151% increase due to additional salesand a 5% reduction due to lower average cost of sales.

 

Other real estate costs increased 59% or $29,865 and 27% or $29,500 forthe three-month and nine-month periods ending September 30, 2002 when comparedto the same periods in 2001.  Thethree-month variance includes a 122% increase in holding costs expensed in 2002offset by a 27% decrease in advertising in 2002 and a 36% decrease due to theperiod in which the expenditure was reported in 2002 when compared to2001.   The nine-month variance isprimarily caused by a 56% increase in holding costs expensed in 2002 offset bya 23% decrease in advertising expense in 2002 and a 6% decrease of other costsduring 2002 when compared to 2001.

 

General and administrative costs increased 62% and 35% for thethree-month and nine-month periods ending September 30, 2002 when compared tothe same periods in 2001.  The increaseover 2001 was primarily caused by increased insurance costs and professional services.

 

Mine maintenance and administrative costs decreased 38% and 33% duringthe three-month and nine-month periods ended September 30, 2002, when comparedwith the same periods in 2001.  Thevariances are primarily due to the capitalization of certain utility costscausing a 49% decrease and a 24% decrease for the three-month and nine-monthperiods ended September 30, 2002 when compared to 2001.  The variances were also impacted byreductions relating to the JSSD sale of water rights and various mining assetsduring August 2002, offset by increased 2002 remediation expenditures whencompared to 2001.

 

Contract services costs decreased $4,722 and increased $4,773 duringthe three-month and nine-month periods ended September 30, 2002 as compared to2001.  The increase or decrease ofcontract services costs reflects the changes in services provided.

 

Depreciation expense decreased 54% and increased 32% for thethree-month and nine-month periods ended September 30, 2002 when compared to2001.  The three-month decrease isprimarily the result of assets sold to JSSD being removed from service. Thenine-month increase is the result of depreciating vehicles and equipment during2002 not owned in 2001, offset by removing depreciable assets related to theJSSD sale in August 2002.

 

Interest expense decreased $1,908 and $15,019 during the three-monthand nine-month periods presented over the same periods in 2001.  The decrease is the result of capitalizationof interest to the Company’s various development projects.

 

**EVALUATION OF DISCLOSURE CONTROLS ANDPROCEDURES**

 

(a)   Evaluation of disclosure controls and procedures. The chiefexecutive officer and chief financial officer of the Company have evaluated theeffectiveness of the Company’s “disclosure controls and procedures” (as definedin the Securities Exchange Act of 1934, as amended, Rules 13a- 14(c) and15d-14(c) as of November 14, 2002 (the “Evaluation Date”) and have concludedthat, as of the Evaluation Date, the Company’s disclosure controls andprocedures were adequate to ensure that material information relating to theCompany’s was accumulated and made known to them on a timely basis.

 

(b)   Changes in internal controls. There were no significant changes inthe Company internal controls or in other factors that could significantlyaffect the Company’s disclosure controls subsequent to the Evaluation Date and,subsequent to such date, no corrective actions with regard to significantdeficiencies and material weaknesses were taken.

 

 

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PART II.

OTHER INFORMATION

 
| ITEM 5. |   | OTHER INFORMATION. |
|---------|--------|--------------------|

 

A portion of United Park’s mining property, known as“Richardson Flat Tailings,” which the Company monitors under its UPDES permit,has been subject to testing and evaluation by the EPA under the NationalContingency Plan pursuant to the Comprehensive Environmental Response,Compensation, and Liability Act (“CERCLA”). On June 24, 1988, the EPA proposed that the Richardson Flat Tailings sitebe added to the EPA’s National Priorities List (“NPL”), the EPA’s listing ofnational priority hazardous waste sites. In response to the comments submitted by United Park, the EPA determinednot to list the site on the NPL in a final rule published February 11, 1991, inthe Federal Register.  On February 7,1992, the EPA again proposed the listing of the Richardson Flat Tailings siteto the NPL.  In April 1992, the Companyagain submitted written comments opposing the EPA’s listing on a number ofsubstantive and procedural grounds.  TheEPA has neither responded to United Park’s comments nor finalized its proposalto list the site. United Park has completed negotiations with the EPA regardingperforming a voluntary focused remedial investigation and feasibility study(“Focused RI/FS”) to determine if any remedial action may be warranted atRichardson Flat.  The Company signed theAdministrative Order on Consent for Remedial Investigation/Feasibility study onSeptember 27, 2000.  The Company didaccrue at December 31,1999 its best estimate of costs to complete the FocusedRI/FS at Richardson Flat.  Since thestudy has not been completed, the Company cannot estimate the potential costs,if any, that may be required beyond the Focused RI/FS.

 
| ITEM 6. |   | EXHIBITS AND REPORTS ON FORM 8-K |
|---------|--------|----------------------------------|

 

(a)  Exhibits filed with thisForm 10-QSB:

 

No exhibits are filed with this Form 10-QSB.

 

(b)  Reports on Form 8-K filedduring and subsequent to the period covered by this Form 10-QSB:

 

**Reportedon 8-K filed July 22, 2002:**

 

On July 19, 2002, the Company, CGP, and Loebsigned a Supplemental Stock Purchase Agreement (the “SupplementalAgreement”).  Pursuant to theSupplemental Agreement, Loeb agreed to sell to CGP an additional 917,778.45shares of the Company’s common stock on terms identical to those in the StockPurchase Agreement dated February 21, 2002, as amended (the “Agreement”), byand among the Company, CGP, Loeb and other stockholders of the Company.  In connection with execution of theSupplemental Agreement, CGP paid an additional $250,000 into escrow as a purchasedeposit.

 

Also on July 19, 2002, CGP exercised a30-day extension option pursuant to the terms of the Agreement. As a result ofthis extension, a $1,750,000 purchase deposit ($1,500,000 of the originaldeposit and the $250,000 deposit paid on July 19 as set forth above) becamenonrefundable, except under certain circumstances provided in theAgreement.  The nonrefundable escrowfunds go to the owners of the shares of common stock offered by the Agreementand the Supplemental Agreement.  Theparties continue to work towards closing the transactions contemplated by theAgreement and the Supplemental Agreement.

 

**Reportedon 8-K filed August 27, 2002:**

 

On August 26, 2002, the Company executed the Merger Agreement.Under theterms of the Merger Agreement, the Company would have become a wholly ownedsubsidiary of CGP.  Stockholders of theCompany on the effective date of the merger would have received, inconsideration for the stock they held, cash in the amount of $25 per share,less a pro rata portion of certain advisory, legal and other fees and expensesin connection with the transaction, estimated not to exceed $0.50 pershare.  The Merger Agreement supercedesthe stock purchase agreement, as amended by the Supplemental Agreement.

 

**Reportedon 8-K filed October 3, 2002:**

 

                OnOctober 2, 2002, the Companyandthe Majority Stockholders announced they had terminated the Merger Agreement asa result of CGP's failure to close the transactions contemplated by the MergerAgreement.

 

14

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SIGNATURES

 

In accordance with the requirements of the Exchange Act, the Registrantcaused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.

 

 
|                                           | United Park City Mines Company |                    |
|------------------------------------------------|--------------------------------|-------------------------|
| (Registrant)                                   |
|                                           |                           |                    |
|                                           |                           |                    |
|                                           |                           |                    |
|                                           |                           |                    |
| /s/ Hank Rothwell                              |                           | /s/ Michael R. Salmond  |
| Hank Rothwell                                  |                           | Michael R. Salmond      |
| President,                                     |                           | Chief Financial Officer |
| Chief Executive Officer                        |                           |                    |
| and Director                                   |                           |                    |
|                                           |                           |                    |
|                                           |                           |                    |
|                                           |                           |                    |
| Date:    November 14, 2002 |
|                                                |                                |                         |  |  |

 

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**CERTIFICATIONBY PRINCIPAL EXECUTIVE OFFICERPURSUANT TO 18 U.S.C. SECTION 1350,****AS ADOPTED PURSUANT TO****SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

In connection with the Quarterly Report of United Park City MinesCompany (the “Company”) on Form 10-QSB for the period ended September 30, 2002as filed with the Securities and Exchange Commission on the date hereof (the“Report”), I, Hank Rothwell, Chief Executive Officer of the Company, certify,pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of theSarbanes-Oxley Act of 2002, that:

 

(1)   I have reviewed this quarterly report on Form10-QSB of the Company;

 

(2)   Based on my knowledge, this quarterly reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered in this quarterly report;

 

(3)   Based on my knowledge, the financialstatements and other financial information included in this quarterly report,fairly present in all material respects the financial condition, results ofoperations of the registrant as of, and for, the periods presented in thisquarterly report;

 

(4)   The registrant’s other certifying officer andI are responsible for establishing and maintaining internal disclosure controlsand procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for theregistrant and we have:

 

a)     designed such disclosure controls andprocedures to ensure that material information relating to the registrant,including its consolidated subsidiaries is made known to us by others withinthose entities, particularly during the period in which this quarterly reportis being prepared;

 

b)    evaluated the effectiveness of theregistrant’s internal disclosure controls and procedures as of a date within 90days prior to the filing date of this quarterly report (the “Evaluation Date”);and

 

c)     presented in this quarterly report ourconclusions about the effectiveness of our internal disclosure controls andprocedures based on our evaluation as of the Evaluation Date;

 

(5)   The registrant’s other certifying officer andI have disclosed to the registrant’s auditors and the audit committee of theregistrant’s board of directors (or persons performing the equivalentfunction):

 

a)     all significant deficiencies in the designor operation of internal controls which could adversely affect the registrant’sability to record, process, summarize and report financial data and haveidentified for the registrant’s auditors any material weakness in internalcontrols; and

 

b)    any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal controls; and

 

(6)   The registrant’s other certifying officer and I have indicated inthis quarterly report whether or not there were significant changes in internalcontrols or in other factors that could significantly affect internal controlssubsequent to the date of our most recent evaluation, including any correctiveactions with regard to significant deficiencies and material weakness.

 

 
| /S/ Hank Rothwell       |
|-------------------------|
|                    |
| Hank Rothwell           |
| Chief Executive Officer |
| November 14, 2002       |

 

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**CERTIFICATIONBY PRINCIPAL EXECUTIVE OFFICER****PURSUANT TO 18 U.S.C. SECTION 1350,****AS ADOPTED PURSUANT TO****SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

In connection with the Quarterly Report of United Park City MinesCompany (the “Company”) on Form 10-QSB for the period ended September 30, 2002as filed with the Securities and Exchange Commission on the date hereof (the“Report”), I, Michael R. Salmond, Chief Financial Officer of the Company,certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302of the Sarbanes-Oxley Act of 2002, that:

 

(1)   I have reviewed this quarterly report on Form10-QSB of the Company;

 

(2)   Based on my knowledge, this quarterly reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered in this quarterly report;

 

(3)   Based on my knowledge, the financialstatements and other financial information included in this quarterly report,fairly present in all material respects the financial condition, results ofoperations of the registrant as of, and for, the periods presented in thisquarterly report;

 

(4)   The registrant’s other certifying officer andI are responsible for establishing and maintaining internal disclosure controlsand procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for theregistrant and we have:

 

a)     designed such disclosure controls and proceduresto ensure that material information relating to the registrant, including itsconsolidated subsidiaries is made known to us by others within those entities,particularly during the period in which this quarterly report is beingprepared;

 

b)    evaluated the effectiveness of theregistrant’s internal disclosure controls and procedures as of a date within 90days prior to the filing date of this quarterly report (the “Evaluation Date”);and

 

c)     presented in this quarterly report ourconclusions about the effectiveness of our internal disclosure controls andprocedures based on our evaluation as of the Evaluation Date;

 

(5)   The registrant’s other certifying officer andI have disclosed to the registrant’s auditors and the audit committee of theregistrant’s board of directors (or persons performing the equivalentfunction):

 

a)     all significant deficiencies in the designor operation of internal controls which could adversely affect the registrant’sability to record, process, summarize and report financial data and haveidentified for the registrant’s auditors any material weakness in internalcontrols; and

 

b)    any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal controls; and

 

(6)   The registrant’s other certifying officer andI have indicated in this quarterly report whether or not there were significantchanges in internal controls or in other factors that could significantlyaffect internal controls subsequent to the date of our most recent evaluation,including any corrective actions with regard to significant deficiencies andmaterial weakness.

 
| /S/ Michael R. Salmond  |
|-------------------------|
|                    |
| Michael R. Salmond      |
| Chief Financial Officer |
| November 14, 2002       |

 

 

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**CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002**

 

In connection with the Quarterly Report of United Park City MinesCompany (the “Company”) on Form 10-QSB for the period ending September 30, 2002as filed with the Securities and Exchange Commission on the date hereof (the“Report”), I, Hank Rothwell, Chief Executive Officer of the Company, certify,to the best of my knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuantto § 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Report fully complies with the requirements ofsection 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairlypresents, in all material respects, the financial condition and result ofoperations of the Company.

 

 
| /s/ Hank Rothwell       |   |
|-------------------------|--------|
|                    |
|                    |
| Hank Rothwell           |
| Chief Executive Officer |
| November 14, 2002       |

 

18

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**CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002**

 

In connection with the Quarterly Report of United Park City MinesCompany (the “Company”) on Form 10-QSB for the period ending September 30, 2002as filed with the Securities and Exchange Commission on the date hereof (the“Report”), I, Michael R. Salmond, Chief Financial Officer of the Company,certify, to the best of my knowledge, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Report fully complies with the requirements ofsection 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairlypresents, in all material respects, the financial condition and result of operationsof the Company.

 

 
| /s/ Michael R. Salmond  |   |
|-------------------------|--------|
|                    |
| Michael R. Salmond      |
| Chief Financial Officer |
| November 14, 2002       |

 

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