<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-KSB/A

(Mark One)

[X]      Annual report under Section 13 or 15(d) of the Securities Exchange Act
         of 1934.

         For the fiscal year ended December 31, 2000

                                       or

[ ]      Transition report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934.

         For the transition period from            to
                                        ----------    -----------

                         Commission file number        1-13513

                         UNITED STATES EXPLORATION, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

          Colorado                                             84-1120323
------------------------------                             ------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)


1560 Broadway, Suite 1900, Denver, Colorado                     80202
-------------------------------------------                   ----------
(Address of principal executive offices)                      (Zip Code)

                                 (303) 863-3550
                ------------------------------------------------
                (Issuer's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:


      Title of each class              Name of each exchange on which registered

Common Shares, $.0001 par value               The American Stock Exchange
-------------------------------               ---------------------------

Securities registered pursuant to Section 12(g) of the Exchange Act:

                                      None
                                ----------------
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes     X     No
      -----       -----

<PAGE>   2

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B in this form, and no disclosure will be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

The issuer's revenues for its most recent fiscal year were $12,759,940.

The aggregate market value of the common equity held by non-affiliates of the
registrant as of March 16, 2001, was approximately $17,178,354 based upon the
last reported sale of the registrant's Common Shares on that date.

The total number of Common Shares outstanding as of March 16, 2001 was
18,674,485.

Transitional Small Business Disclosure Format (check one): Yes        No    X
                                                                -----     -----

                      DOCUMENTS INCORPORATED BY REFERENCE:

                                      None.


<PAGE>   3

                                    SIGNATURE

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this amended report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        UNITED STATES EXPLORATION, INC.



                                        By:   /s/ F. Michael Murphy
                                              ---------------------------------
                                              F. Michael Murphy, Vice President

                                        Date:    April 12, 2001
                                              ---------------------------------

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>
Signatures                            Title                                       Date
----------                            -----                                       ----
<S>                                   <C>                                      <C>
  /s/ F. Michael Murphy               Vice President, Chief Financial          April 12, 2001
-----------------------------         Officer and Secretary (Chief
F. Michael Murphy                     Financial and Accounting
                                      Officer)


Bruce D. Benson                       President, Chief Executive
                                      Officer, and Chairman of
                                      the Board of Directors
Thomas W. Gamel                       Director
Robert J. Malone                      Director
Richard L. Robinson                   Director
Joseph A. Hutchinson                  Director
Charles D. Unruh                      Director



By:  /s/ F. Michael Murphy                                                     April 12, 2001
     ------------------------
      F. Michael Murphy
      Attorney-In-Fact
</TABLE>


<PAGE>   4


                United States Exploration, Inc. and Subsidiaries

                        Consolidated Financial Statements


                     Years Ended December 31, 2000 and 1999





                                    CONTENTS

<TABLE>
<S>                                                                                                  <C>
Report of Independent Auditors.........................................................................F-1

Audited Consolidated Financial Statements

Consolidated Balance Sheets............................................................................F-2
Consolidated Statements of Operations..................................................................F-4
Consolidated Statements of Changes in Stockholders' Equity.............................................F-5
Consolidated Statements of Cash Flows..................................................................F-6
Notes to Consolidated Financial Statements.............................................................F-7
</TABLE>



<PAGE>   5


                         Report of Independent Auditors

Board of Directors
United States Exploration, Inc.

We have audited the accompanying consolidated balance sheets of United States
Exploration, Inc. and subsidiaries as of December 31, 2000 and 1999, and the
related consolidated statements of operations, changes in stockholders' equity
and cash flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of United States
Exploration, Inc. and subsidiaries at December 31, 2000 and 1999, and the
consolidated results of their operations and their cash flows for the years then
ended in conformity with accounting principles generally accepted in the United
States.



Denver, Colorado
March 14, 2001


                                      F-1
<PAGE>   6



                United States Exploration, Inc. and Subsidiaries

                           Consolidated Balance Sheets




<TABLE>
<CAPTION>
                                                                  DECEMBER 31,
                                                              2000           1999
                                                          ------------   ------------
<S>                                                       <C>            <C>
ASSETS
Current assets:
   Cash and cash equivalents                              $    139,411   $  3,096,691
   Accounts receivable                                       3,707,581      1,308,015
   Due from related parties                                     25,596         41,764
   Inventory                                                     4,690          2,792
   Prepaid expenses and deposits                                 8,909         64,717
                                                          ------------   ------------
Total current assets                                         3,886,187      4,513,979

Property and equipment, at cost, net:
   Oil and gas property and equipment                       19,051,967     24,720,045
   Natural gas gathering systems                               958,163        949,229
   Other equipment and leasehold improvements                  240,599        313,661
                                                          ------------   ------------
                                                            20,250,729     25,982,935

Other assets:
   Land held for resale                                             --        300,000
   Pipeline lease, less accumulated amortization
     of $349,436 at December 31, 2000 and $298,915
     at December 31, 1999                                      357,872        408,393
   Loan costs, less accumulated amortization
     of $4,859 at December 31, 2000 and $116,208
     at December 31, 1999                                       43,942        357,563
                                                          ------------   ------------
                                                               401,814      1,065,956




                                                          ------------   ------------
Total assets                                              $ 24,538,730   $ 31,562,870
                                                          ============   ============
</TABLE>


                                      F-2
<PAGE>   7



<TABLE>
<CAPTION>
                                                                    DECEMBER 31,
                                                                2000            1999
                                                            ------------    ------------
<S>                                                         <C>             <C>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
   Accounts payable                                         $  3,745,145    $  2,885,830
   Accrued liabilities                                           162,527         260,265
   Due to related parties                                         20,028          14,878
   Due bank under credit facility                                     --      31,250,000
   Accrued interest                                                1,594       1,288,458
                                                            ------------    ------------
Total current liabilities                                      3,929,294      35,699,431

Non-current liabilities:
   Note payable-Bank                                           3,456,200              --
                                                            ------------    ------------
   Total non-current liabilities                               3,456,200              --
                                                            ------------    ------------
Total liabilities                                              7,385,494      35,699,431

Commitments

Stockholders' equity:
   Series C Cumulative Convertible Preferred stock -
        $.01 par value:
     Authorized - 100,000,000 shares,
       issued and outstanding - 443,166 shares at
       December 31, 2000 and 1999
       (liquidation preference of $3,190,796 and
       $2,978,076 at December 31, 2000 and 1999,
       respectively)                                           2,658,996       2,658,996
   Common stock - $.0001 par value:
     Authorized - 500,000,000 shares,
       issued and outstanding -18,620,631 shares at
       December 31, 2000 and 15,591,831 shares at
       December 31, 1999, respectively                             1,861           1,559
Capital in excess of par value                                36,226,740      32,901,042
Accumulated deficit                                          (21,734,361)    (39,698,158)
                                                            ------------    ------------
Total stockholders' equity (deficit)                          17,153,236      (4,136,561)
                                                            ------------    ------------
Total liabilities and stockholders' equity (deficit)        $ 24,538,730    $ 31,562,870
                                                            ============    ============
</TABLE>


See accompanying notes.


                                      F-3
<PAGE>   8


                United States Exploration, Inc. and Subsidiaries

                      Consolidated Statements of Operations



<TABLE>
<CAPTION>
                                                             YEAR ENDED DECEMBER 31,
                                                               2000            1999
                                                           ------------    ------------
<S>                                                        <C>             <C>
REVENUES
Sale of company produced oil and gas                       $ 10,999,467    $  7,144,849
Sale of purchased gas                                         1,699,762         946,785
Contracting and operating fees                                   60,711          86,082
                                                           ------------    ------------
                                                             12,759,940       8,177,716

COSTS AND EXPENSES
Production costs--oil and gas                                 3,070,926       2,792,146
Gas acquisition costs                                           979,442         518,337
Gathering and transmission costs                                480,248         400,031
Other operating expenses                                             --         114,787
Depletion, depreciation and amortization                      2,979,174       3,045,436
Provision for impairment of assets                              170,000         400,000
General and administrative expenses                           1,912,685       2,364,220
                                                           ------------    ------------
                                                              9,592,475       9,634,957

Earnings (loss) from operations                               3,167,465      (1,457,241)

OTHER INCOME (EXPENSE)
Interest income                                                  20,284          68,348
Interest expense                                             (1,651,250)     (2,666,314)
Other                                                           135,205             404
                                                           ------------    ------------
                                                             (1,495,761)     (4,054,803)
                                                           ------------    ------------
Income (loss) before extraordinary item                       1,671,704      (4,054,803)
Extraordinary gain on extinguishment of debt                 16,292,093              --
                                                           ------------    ------------
Net income (loss)                                            17,963,797      (4,054,803)
Preferred stock dividends applicable to the period             (212,720)       (212,720)
                                                           ------------    ------------
Net income (loss) applicable to common stockholders        $ 17,751,077    $ (4,267,523)
                                                           ============    ============
Basic and diluted earnings per common share:
   Income (loss) before extraordinary item                 $       0.08    $      (0.27)
   Extraordinary gain on extinguishment of debt                    0.93              --
                                                           ------------    ------------
Net income (loss) per common share                         $       1.01    $      (0.27)
                                                           ============    ============

Weighted average common shares outstanding                   17,494,603      15,591,831
                                                           ============    ============
</TABLE>


See accompanying notes.


                                      F-4
<PAGE>   9



                United States Exploration, Inc. and Subsidiaries

           Consolidated Statements of Changes in Stockholders' Equity

                      Year ended December 31, 2000 and 1999


<TABLE>
<CAPTION>
                                               SERIES C               COMMON STOCK         CAPITAL IN
                                         ---------------------  -------------------------   EXCESS OF    ACCUMULATED
                                          SHARES     AMOUNT      SHARES         AMOUNT      PAR VALUE      DEFICIT        TOTAL
                                         --------  -----------  -----------   -----------  ------------  ------------   -----------
<S>                                      <C>       <C>          <C>           <C>          <C>           <C>            <C>
Balance, December 31, 1998                493,166  $ 2,958,996   15,480,194   $     1,548  $ 32,577,053  $(35,643,355)  $  (105,758)
  Conversion of preferred stock to
     common stock                         (50,000)    (300,000)     100,000            10       299,990            --            --
  Issuance of common stock for
     director's compensation                   --           --       11,637             1        23,999            --        24,000
  Net loss for the year                        --           --           --            --            --    (4,054,803)   (4,054,803)
                                         --------  -----------  -----------   -----------  ------------  ------------   -----------
Balance, December 31, 1999                443,166    2,658,996   15,591,831         1,559    32,901,042   (39,698,158)   (4,136,561)
  Issuance of common stock for
     director's compensation                   --           --       28,800             2        35,998            --        36,000
  Issuance of common stock to Bruce D
     Benson (net of $10,000 in stock
     issuance costs)                           --           --    3,000,000           300     3,289,700            --     3,290,000
  Net income for year                          --           --           --            --            --    17,963,797    17,963,797
                                         --------  -----------  -----------   -----------  ------------  ------------   -----------
Balance, December 31, 2000                443,166  $ 2,658,996   18,620,631   $     1,861  $ 36,226,740  $(21,734,361)  $17,153,236
                                         ========  ===========  ===========   ===========  ============  ============   ===========
</TABLE>


See accompanying notes.


                                      F-5
<PAGE>   10


                United States Exploration, Inc. and Subsidiaries

                      Consolidated Statements of Cash Flows




<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31,
                                                                      2000            1999
                                                                  ------------    ------------
<S>                                                               <C>             <C>
CASH FLOWS FROM OPERATIONS
Net income (loss)                                                 $ 17,963,797    $ (4,054,803)
Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:
     Depreciation, depletion and amortization                        2,979,174       3,045,436
     Provision for impairment of assets                                170,000         400,000
     Provision for doubtful accounts                                        --          15,061
     Loss on sale of assets                                             24,505           6,813
     Stock issued as compensation                                       36,000          24,000
     Extraordinary gain on extinguishment on debt-non cash         (13,919,542)             --
     Decrease (increase) in accounts receivable, net                (2,399,566)      1,657,624
     Decrease (increase) in due from related parties                    16,168         (37,003)
     Decrease (increase) in inventory                                   (1,898)          6,893
     Decrease in prepaid expenses                                       55,808         742,230
     Increase (decrease) in accounts payable and
       accrued expenses                                               (525,287)      1,618,121
     Increase (decrease) in due to related parties                       5,150         (32,501)
                                                                  ------------    ------------
Net cash provided by operating activities                            4,404,309       3,391,871

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures                                                (4,513,834)     (3,253,641)
Proceeds from sale of properties and equipment                       7,454,846       2,607,800
                                                                  ------------    ------------
Net cash provided by (used in) investing activities                  2,941,012        (645,841)

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of note payable                                          (24,708,000)     (3,350,000)
Proceeds from debt - net of loan costs                              11,115,399       2,700,000
Common stock issued - net of issuance costs                          3,290,000              --
                                                                  ------------    ------------
Net cash used in financing activities                              (10,302,601)       (650,000)

Net increase (decrease) in cash and cash equivalents                (2,957,280)      2,096,030
Cash and cash equivalents, beginning of year                         3,096,691       1,000,661
                                                                  ------------    ------------
Cash and cash equivalents, end of year                            $    139,411    $  3,096,691
                                                                  ============    ============

Noncash investing and financing activities:
   Conversion of preferred stock and accrued dividends to
     shares of common stock                                       $         --    $    300,000

Cash paid during the year for interest                                 208,325       1,657,098
</TABLE>


See accompanying notes.


                                      F-6
<PAGE>   11


                United States Exploration, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999



1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

COMPANY HISTORY AND NATURE OF OPERATIONS

United States Exploration, Inc. (the "Company") was incorporated on January 9,
1989. The Company operates as a producer of oil and gas, and as an operator of
gas gathering systems. The Company's operations are currently located in
southeast Kansas and northeast Colorado. During 1999, the Company sold all of
its operations located in northeast Oklahoma.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
United States Exploration, Inc. and its wholly-owned subsidiary, Producers
Service Incorporated. All significant intercompany transactions and balances
have been eliminated in consolidation.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.

REVENUE RECOGNITION

The Company accounts for gas imbalances using the sales method. Under this
method, revenue is recognized based on cash received rather than the Company's
proportionate share of gas produced. During 1999, the Company received $437,500
as settlement of a gas imbalance existing at December 31, 1998. At December 31,
2000 and 1999, the Company does not have a significant imbalance situation.

Revenues from the purchase, sale and transportation of purchased natural gas are
recognized when transported volumes are delivered.

The Company recognizes oil sales on delivery.


                                      F-7
<PAGE>   12


                United States Exploration, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

CASH EQUIVALENTS

For purposes of the statements of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents.

OIL AND GAS INTERESTS

The Company follows the full cost method of accounting as defined by the
Securities and Exchange Commission, whereby all costs incurred in connection
with the acquisition, exploration and development of oil and gas properties,
whether productive or unproductive, are capitalized. Capitalized costs which
relate to proved properties and estimated future costs to be incurred in the
development of proved reserves and estimated future dismantlement and
abandonment costs are amortized using the units-of-production method.
Capitalized costs associated with significant investments in unproved properties
are excluded from the amortization base until such time as these properties are
evaluated. Additionally, no gains or losses are recognized upon the disposition
of oil and gas properties. Capitalized costs are subjected to periodic tests of
recoverability by comparison to the present value of future net revenues from
proved reserves. Any capitalized costs in excess of the present value of future
net revenues from proved reserves, adjusted for the cost of certain unproved
properties, are charged to expense in the year such excess occurs.

PROPERTY AND EQUIPMENT

Property and equipment, exclusive of property and equipment included in the full
cost pool, is stated at cost and depreciated using the straight-line method over
the estimated useful lives of the assets as follows:

<TABLE>
<S>                                                          <C>
         Leasehold improvements                                 10 years
         Natural gas gathering systems                       10-17 years
         Equipment                                             3-7 years
</TABLE>

Maintenance, repairs and renewals which neither materially add to the value of
the asset nor appreciably prolong its life are charged to expense as incurred.
Gains or losses on dispositions of these assets are included in operations.


                                      F-8
<PAGE>   13


                United States Exploration, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The capitalized pipeline lease agreement is being amortized using the
straight-line method over the remaining term of the lease.

The capitalized loan costs are being amortized over the stated term of the
related borrowings.

INCOME TAXES

The Company and its subsidiaries file a consolidated federal income tax return.
Deferred income taxes are based on the liability method as prescribed by
Statement of Financial Standards No. 109, Accounting for Income Taxes (SFAS
109). Under SFAS 109, deferred income taxes are provided for temporary
differences in recognizing certain income and expense items for financial
reporting and tax reporting purposes.

STOCK OPTIONS

The Company has elected to follow Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees (APB 25), and related interpretations
in accounting for outstanding stock options. Under APB 25, when the exercise
price of the Company's stock options equals or exceeds the market price of the
underlying stock on the date of grant, no compensation expense is recognized. If
the market price of the underlying stock on the date of grant exceeds the
exercise price of Company's stock options, compensation expense would be
recognized.

2. EARNINGS PER SHARE

Basic earnings (loss) per share is computed by dividing net income (loss)
applicable to common stockholders by the weighted-average common shares
outstanding for the period. Diluted earnings (loss) per share reflects the
potential dilution that could occur if common stock options were exercised and
preferred stock was converted into common stock. Basic and diluted earnings
(loss) per share are the same for 2000 and 1999 as the conversion of potential
common shares has an anti-dilutive effect on the income (loss) from continuing
operations for both periods.


                                      F-9
<PAGE>   14


                United States Exploration, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


3. RELATED PARTY TRANSACTIONS

The Company has a cost and expense sharing agreement with Benson Mineral Group,
Inc. (BMG), a privately held Oklahoma corporation. The Company's current
president is also the president, a director and sole shareholder of BMG.
Pursuant to the cost and expense sharing agreement, the Company has agreed to
compensate BMG for office rent, personnel costs and other overhead and
administrative expenses associated with operation of its business based upon
actual use of the facilities and personnel by the Company. During the year ended
December 31, 2000, the Company incurred $141,185 to BMG under this arrangement,
of which $20,028 was payable at December 31, 2000. During the year ended
December 31, 1999, the Company incurred $230,830 to BMG pursuant to this
arrangement, of which $14,878 was payable at December 31, 1999. Since July 1998,
the Company has not paid any significant amount of rent to BMG because the
Company has leased its own office space. At the end of February 1999, all BMG
employees were transferred to the Company's payroll. The Company billed BMG
$359,922 in 2000 and $346,127 in 1999 for time spent by Company employees on
business affairs of BMG, which has been netted against general and
administrative expenses in the accompanying statement of operations. The cost
and expense sharing agreement is effective until the later of the termination of
the current president's employment agreement, or 60 days after BMG gives written
notice to the Company of termination of the cost sharing agreement.

The Company has an employment agreement with its current President dated August
7, 1997 which was amended May 18, 2000. As amended, the employment agreement
provides for a base salary of not less than $150,000 per year and bonuses at the
discretion of the Board of Directors. It has a term that expires August 6, 2001,
unless previously extended by mutual agreement of the parties. During the term,
the President's employment may be terminated at any time by the Board of
Directors but only for cause or disability, and the President may terminate only
upon the occurrence of certain events, including a change in control of the
Company as defined in the employment agreement. The Company would be required to
pay its President $1,000,000 in severance if he is terminated by the Company
without cause prior to the end of the term of the Agreement, a majority of the
Board of Directors changes during the period or the Company defaults under the
Agreement. The Company's President is not required to devote his full business
time to the Company and drew no salary for the period July 1999 through
September 1999. Pursuant to the original employment agreement, the President had
received options to acquire up to 4,000,000 shares of the Company's Common
Stock. On May 18, 2000 Amendment, these options were cancelled.

On May 18, 2000, the Company's President acquired from the Company 3,000,000
shares of the Company's common stock at $1.10 per share as a part of the overall
agreements


                                      F-10
<PAGE>   15


                United States Exploration, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


3. RELATED PARTY TRANSACTIONS (CONTINUED)

relating to the settlement of the Company's prior credit facility. The Company
incurred $10,000 in costs relating to the issuance of this stock which has been
charged against capital in excess of par value.

The outside directors of the Company's Board of Directors received a total of
11,637 shares of the Company's common stock in 1999 as payment for directors
fees earned from April 1, 1998 through December 31, 1998, a total of 28,800
shares of the Company's common stock in 2000 for directors' fees earned in 1999
and a total of 53,854 shares of the Company's common stock in 2001 for
directors' fees earned and accrued for during 2000.

The Company is a participating employer of a multi-employer profit sharing plan
sponsored by BMG and has contributed $40,251 and $56,893 for the years 2000 and
1999, respectively.

4. OIL AND GAS PROPERTIES

The Company's oil and gas activities are conducted within the continental United
States. The following schedules present capitalized costs at December 31, 2000
and 1999 and results of operations for producing activities for the years ended
December 31, 2000 and 1999. At December 31, 2000 and 1999, costs associated with
acquisition and development activities are considered evaluated and subject to
amortization.

<TABLE>
<CAPTION>
                                                               DECEMBER 31,
                                                           2000            1999
                                                       ------------    ------------
<S>                                                    <C>             <C>
Capitalized costs:
   Oil and gas properties                              $ 50,303,581    $ 53,353,560
   Accumulated depreciation, depletion
     amortization and valuation allowance               (31,251,614)    (28,633,515)
                                                       ------------    ------------
Net capitalized costs                                  $ 19,051,967    $ 24,720,045
                                                       ============    ============

Results of operations for producing activities:
   Oil and gas sales                                   $ 10,999,467    $  7,144,849
   Production costs                                      (3,070,926)     (2,792,146)
   Depreciation, depletion and amortization              (2,618,100)     (2,666,843)
                                                       ------------    ------------
Results of operations from producing activities
   (excluding overhead expenses)                       $  5,310,441    $  1,685,860
                                                       ============    ============
</TABLE>


                                      F-11
<PAGE>   16

                United States Exploration, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



4. OIL AND GAS PROPERTIES (CONTINUED)

<TABLE>
<CAPTION>
                                                                      DECEMBER 31,
                                                                     2000     1999
                                                                    -------  -------
<S>                                                                 <C>      <C>
    Amortization per equivalent physical unit (barrels)
       of production                                                $  5.72  $  8.91
                                                                    =======  =======
</TABLE>

Costs incurred in oil and gas acquisition and development activities are as
follows:

<TABLE>
<CAPTION>
                                                                          DECEMBER 31,
                                                                       2000         1999
                                                                    -----------  -----------
<S>                                                                 <C>          <C>
    Development costs                                               $ 4,240,241  $ 2,970,127
                                                                    ===========  ===========
</TABLE>


5. NATURAL GAS GATHERING SYSTEMS

Natural gas gathering systems consisted of the following:

<TABLE>
<CAPTION>
                                                                        DECEMBER 31,
                                                                     2000          1999
                                                                  -----------  -----------
<S>                                                               <C>          <C>
Kansas systems - cost                                             $ 2,778,543  $ 2,584,717
Accumulated depreciation and valuation allowance                   (1,820,380)  (1,635,488)
                                                                  -----------  -----------
                                                                  $   958,163  $   949,229
                                                                  ===========  ===========
</TABLE>


                                      F-12
<PAGE>   17


                United States Exploration, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


6. EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Equipment and leasehold improvements consisted of the following:

<TABLE>
<CAPTION>
                                           DECEMBER 31,
                                        2000         1999
                                      ---------    ---------
<S>                                   <C>          <C>
Leasehold improvements                $ 111,340    $  98,307
Oil field equipment                     232,765      238,689
Autos and trucks                         27,599       73,242
Office equipment and furniture          232,609      242,388
                                      ---------    ---------
                                        604,313      652,626
Accumulated depreciation               (363,714)    (338,965)
                                      ---------    ---------
                                      $ 240,599    $ 313,661
                                      =========    =========
</TABLE>

7. LAND HELD FOR RESALE

In November 2000, the Company sold land located in Ingleside, Texas, which it
acquired in July 1994. During 2000 and 1999, the Company recognized impairment
losses on the carrying value of the land of $170,000 and $400,000, respectively.
The sale price of the land, net of closing costs was $141,125, resulting in a
gain on disposal of $11,125.


8. PIPELINE LEASE

The Company leases and operates a seventy-two mile gas pipeline under an
operating lease which was acquired for a total cost of $707,308. The lease
expires January 31, 2008 and requires minimum monthly payments of $6,500 per
month. A volume rent adjustment is computed at each six-month anniversary date.
The recomputed monthly rent is equal to the average monthly volume transported
through the pipeline during the previous six months, in thousands of cubic feet
("MCF"), multiplied by $.08. The monthly rent charge may not be less than $6,500
and may not exceed $13,600. Average monthly MCF's transported during any six
month period during the years ended December 31, 2000 and 1999 did not result in
any volume rent adjustments. The agreement includes a purchase option for
$1,800,000 which can be exercised at any time during the term of the lease. The
Company can terminate the lease upon sixty days written notice without monetary
penalty.


                                      F-13
<PAGE>   18


                United States Exploration, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


9. INCOME TAXES

The tax effects of temporary differences that give rise to deferred tax assets
and liabilities are as follows:

<TABLE>
<CAPTION>
                                                            DECEMBER 31,
                                                        2000            1999
                                                    ------------    ------------
<S>                                                 <C>             <C>
Deferred tax assets:
   Net operating loss carryforwards                    2,751,782      10,754,705
   Oil and gas properties-full cost pool
     amortization greater than tax depletion           1,809,461       3,548,249
   Depreciation on equipment                             (18,840)        327,296
                                                    ------------    ------------
                                                       4,542,403      14,630,250
   Less valuation allowance                           (4,542,403)    (14,630,250)
                                                    ------------    ------------
                                                              --              --
                                                    ------------    ------------
Net deferred amount                                 $         --    $         --
                                                    ============    ============
</TABLE>

The valuation allowance was decreased by $10,087,847 and increased by $1,251,273
at December 31, 2000 and 1999, respectively, to reduce the deferred tax asset to
zero.

The effective tax rate on the Company's earnings differed from the Federal
statutory tax rates for the following reasons:

<TABLE>
<CAPTION>
                                                                             DECEMBER 31,
                                                                          2000            1999
                                                                      ------------    ------------
<S>                                                                   <C>             <C>
Expected federal income tax expense at the statutory rate at 35%      $  6,287,329    $ (1,419,181)
Net operating loss carryforwards (utilized) generated
                                                                        (6,541,657)      1,540,825
Effect of state income taxes                                               254,328        (121,644)
                                                                      ------------    ------------
Income tax expense                                                    $         --    $         --
                                                                      ============    ============
</TABLE>


                                      F-14
<PAGE>   19


                United States Exploration, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


9. INCOME TAXES (CONTINUED)

The net operating loss carryforwards available to United States Exploration,
Inc. for income tax purposes are as follows:

<TABLE>
<CAPTION>
       EXPIRATION DATES
       ----------------
<S>                                         <C>
              2018                          $   212,392
              2019                            7,029,141
                                            -----------
                                            $ 7,241,533
                                            ===========
</TABLE>

10. MAJOR CUSTOMERS

The Company sold substantially all of its produced and purchased gas to four
purchasers for the year ended December 31, 2000 and to three purchasers for the
year ended December 31, 1999. The Company sold substantially all of its oil to
three purchasers for the year ended December 31, 2000 and 1999.

11. STOCK OPTION PLANS

The Company has elected to follow APB 25, and related interpretations in
accounting for its employee stock options because, as discussed below, the
alternative fair value accounting provided for under Statement of Financial
Standards No. 123, Accounting for Stock-Based Compensation (SFAS 123), requires
use of option valuation models that were not developed for use in valuing
employee stock options. Under APB 25, because the exercise price of the
Company's employee stock options equals the market price of the underlying stock
on the date of grant, no compensation expense is recognized.


                                      F-15
<PAGE>   20


                United States Exploration, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


11. STOCK OPTION PLANS (CONTINUED)

On May 5, 1999 the Company adopted the 1999 Employee Stock Option Plan (the "99
Plan") and reserved a total of 500,000 common shares for issuance. Options
granted may be Incentive Stock Options or Non-Statutory Options at the
discretion of a committee of the Board of Directors. All options must be granted
within 10 years from May 5, 1999. At December 31, 2000, 100,000 options have
been granted under the 99 Plan.

Effective January 13, 1989, the Company adopted an Incentive Stock Option Plan
(the Plan) and reserved a total of 1,000,000 common shares for issuance. The
Plan expired on January 13, 1999 and no new options can be granted. All options
granted prior to the expiration remain outstanding until they have expired or
been canceled.

Effective May 25, 1990, the Board of Directors adopted a Nonqualifying Stock
Option Plan (NQSOP) for the benefit of nonemployee directors of the Company and
others having rendered significant services to the Company. An aggregate of
2,900,000 common shares are reserved to be issued pursuant to the NQSOP. As of
December 31, 1999, there were 179,200 options available for issuance and 179,199
options were issued in 2000. The NQSOP is administered at the discretion of the
compensation committee of the Board of Directors. Unless otherwise specified,
the options expire ten years from the date of the grant. The NQSOP expired May
25, 2000.

In August 1997, the Company entered into an employment agreement with its
current president which provided for the issuance of nonqualified stock options.
A total of 4,000,000 options were issued with 1,000,000 shares each being
exercisable at $4.50, $6.00, $9.00 and $12.00 per share. By August 1998, all
options were exercisable. These options were canceled on May 18, 2000.


                                      F-16
<PAGE>   21


                United States Exploration, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


11. STOCK OPTION PLANS (CONTINUED)

A summary of the Company's stock option plans as of December 31, 2000 and 1999
is presented below. No compensation expense related to stock options granted in
2000 was recorded as the option exercise prices were equal to the fair market
value on date of grant.

<TABLE>
<CAPTION>
                                                              WEIGHTED AVERAGE
                                                  SHARES      EXERCISE PRICE
                                                ----------    ----------------
<S>                                             <C>           <C>
Outstanding at December 31, 1998                 4,817,600       $    7.22
   Granted                                              --              --
   Expired                                         (50,200)           3.63
                                                ----------
Outstanding at December 31, 1999                 4,767,400            7.25
   Granted                                         279,199            1.38
   Expired                                         (25,200)           4.00
   Canceled                                     (4,000,000)           7.88
                                                ----------
Outstanding at December 31, 2000                 1,021,399            3.29
                                                ==========

Options exercisable at December 31, 1999         4,663,800            7.35
                                                ==========
Options exercisable at December 31, 2000           962,999            3.25
                                                ==========
</TABLE>

Options outstanding at December 31, 2000 have exercise prices ranging from $1.38
to $4.13 with a weighted-average contractual life of 7.45 years. They are
summarized as follows:

<TABLE>
<CAPTION>
                           EXERCISE             REMAINING
    SHARES                  PRICE                 LIFE
-----------------       -------------        ----------------
<S>                     <C>                  <C>
     279,199                $1.38                9.42 years
      30,000                2.00                 3.42 years
     712,200              4.00--4.13          6.63--7.5 years
----------------
   1,021,399
================
</TABLE>


                                      F-17
<PAGE>   22


                United States Exploration, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


11. STOCK OPTION PLANS (CONTINUED)

Pro forma information regarding net income and earnings per share is required by
SFAS 123, and has been determined as if the Company had accounted for its
employee stock options under the fair value method of that statement. The fair
value for these options was estimated at the date of grant using the
Black-Scholes option pricing model. There were no options granted during 1999
and 279,199 options were granted in 2000. With respect to the options granted
during 2000, a risk-free interest rate of 5.17%, a dividend yield of 0%, a
volatility factor of .687, and a weighted-average expected life of five years
were applied.

For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period. The Company's pro
forma net income (loss) and net income (loss) per share for the year ended
December 31, 2000 and December 31, 1999 are as follows:

<TABLE>
<CAPTION>
                                                               2000            1999
                                                           ------------    ------------
<S>                                                        <C>             <C>
     Net income (loss)--as reported                        $ 17,963,797    $ (4,054,803)
     Net income (loss)--pro forma                            17,804,410      (4,200,519)

     Basic earnings (loss) per share - as reported                 1.01           (0.27)
     Basic earnings (loss) per share - pro forma                   1.01           (0.28)

     Weighted average fair value of options granted
     during the period                                     $       0.84    $         --
</TABLE>


                                      F-18
<PAGE>   23


                United States Exploration, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


12. SERIES C CONVERTIBLE PREFERRED STOCK

In late 1996, the Company completed a private placement of 4,000,000 shares of
Series C Convertible Preferred Stock ("Series C Preferred Stock") at $6.00 per
share. Total proceeds received were $24,000,000. The stock carries an 8%
cumulative per annum dividend and is now convertible at the option of the holder
into 2.23048 shares of Company common stock for each share of Series C Preferred
Stock. This conversion rate is subject to further adjustment for common stock
dividends, additional common stock issuances, or any stock rights and warrant
issuances. The Series C Preferred Stock has a liquidation preference of $6.00
per share, plus accrued and unpaid dividends. The Company may redeem the stock
at the price of $6.00 per share plus accrued and unpaid dividends.

During 1999, 50,000 shares of Series C Preferred Stock were converted into
100,000 shares of common stock, respectively, leaving 443,166 shares of Series C
Preferred Stock outstanding on December 31, 2000 and 1999, respectively.
Dividends were declared and paid for the first two quarters of 1998. No
dividends have been declared during 2000, 1999 or the last two quarters of 1998.
Cumulative dividends applicable to 2000 and 1999 are $531,800 and $319,080,
respectively.

Under the terms of the Series C Preferred Stock, if dividends have not been paid
in an amount equal to at least six quarterly dividends, the number of directors
on the Company's Board is automatically increased by two and the holders of the
Series C Preferred Stock are entitled to elect the two new directors. Upon
payment of the dividends arrearage, the size of the Board is reduced by two and
the terms of directors elected by the holders of the Series C Preferred Stock
automatically terminate. On December 31, 1999, the dividend arrearages on the
Series C Convertible Preferred Stock totaled six quarters and this right of the
holders to elect two directors arose. At the August 8, 2000 annual stockholders
meeting, the Series C Preferred stockholders elected two directors to fill these
two vacancies.

If dividends are not paid on the Series C Preferred Stock for three successive
years, the Company must pay, to the extent legally possible, all dividends in
arrears with shares of its common stock, subject to the consent of the holders
of the Series C Preferred Stock. Such consent may not be withheld for more than
180 consecutive days. Dividends will be in arrears on the Series C Preferred
Stock for three successive years on June 30, 2001.


                                      F-19
<PAGE>   24


                United States Exploration, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


13. FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No.107, Disclosures About Fair Value
of Financial Instruments, requires that the Company disclose estimated fair
values for its financial instruments. Such information is based on the
requirements set forth in that Statement and does not purport to represent the
aggregate net fair value of the Company. The fair value of the Company's
financial instruments, consisting of cash and cash equivalents, receivables,
payables, and bank borrowings, are considered to approximate their carrying
amounts in the Company's balance sheet.

14. COMMITMENTS

The Company entered into a 117 month lease, effective July 1, 1998, for office
space. Approximately 12,000 square feet were leased with monthly payments of
$14,817 for the first 57 months and $19,411 for the remainder of the lease term.
The Company has incurred costs of approximately $111,000 for leasehold
improvements, substantially all of which were incurred during 1999. The
approximate minimum aggregate rental commitment under the office space lease is
as follows:

<TABLE>
<S>                                             <C>
              2001                              $   177,804
              2002                                  177,804
              2003                                  219,150
              2004                                  232,932
              2005                                  232,932
              Thereafter                            524,097
                                                -----------
                                                $ 1,564,719
                                                ===========
</TABLE>

See note 8 for additional commitments under a gas pipeline lease agreement.

On May 15, 1998, the Company entered into an Exploration Agreement with Union
Pacific Resources Company ("UPR") giving the Company the right to explore and
develop all of UPR's undeveloped acreage in the area, excluding certain acreage
already committed to other agreements.


                                      F-20
<PAGE>   25


                United States Exploration, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


14. COMMITMENTS (CONTINUED)

The Exploration Agreement covers approximately 400,000 gross acres and will also
cover any undeveloped acreage currently committed to another agreement that
reverts to UPR during its term. In order to keep the Exploration Agreement in
effect, the Company drilled 15 commitment wells during the first 18 months
ending on November 30, 1999 and drilled 20 commitment wells during the first
option period ending November 30, 2000. The Company has elected to commit to
drill the 20 commitment wells for the second option period which ends November
30, 2001. There are a maximum of five 12-month option periods under the
exploration agreement. If the Company does not drill the required number of
commitment wells during any period, the Exploration Agreement will terminate at
the end of the period and the Company will be required to pay liquidated damages
of $125,000 for each commitment well that was not drilled during the period.

15. CREDIT AGREEMENT AND OTHER BORROWINGS

At September 30, 1999, the Company was in default under its credit agreement
with ING (U.S.) Capital Corporation (the "Credit Agreement") and the bank
subsequently accelerated the loan. On May 18, 2000, the Company settled all of
its obligations to ING for $17,000,000. The Company is no longer in default
under any loan or credit agreement.

The funds for the ING settlement were obtained from several sources. First, the
Company sold its interest in 60 wells and associated undeveloped acreage in the
Wattenburg Field of Northeastern Colorado to an unaffiliated oil and gas company
for approximately $7.15 million. Second, the Company sold 3,000,000 shares of
its common stock to its Chairman, Chief Executive Officer and President, for
$1.10 per share, or a total of $3.3 million. Third, BMG provided $4 million in
debt financing. The balance of the payment to ING was made from internally
generated Company funds. BMG paid that amount directly to ING in return for the
note, credit agreement and related security documents entered into in connection
with the ING loan. The Company entered into an amendment to the note and credit
agreement that reduced the outstanding principal balance of the note to $4
million, forgave all interest and fees accruing prior to the date of the
amendment, provided for interest on the reduced principal amount of the note at
9% per annum and required the Company to pay the note and accrued interest in a
lump sum not later than May 17, 2001. During August 2000, the entire loan
balance with BMG was settled.


                                      F-21
<PAGE>   26


                United States Exploration, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


15. CREDIT AGREEMENT AND OTHER BORROWINGS (CONTINUED)

On August 25, 2000, the Company entered into a credit agreement with Bank of
Oklahoma, N.A. The revolving credit agreement is available through August 1,
2003 in the amount of $10 million based upon a borrowing base redetermination in
December 2000, which may be decreased based on subsequent borrowing base
determinations by the lender at each April 1 and October 1. The loan bears
interest at rates varying from lender prime to 0.75% below lender prime,
depending upon the outstanding principal balance of the loan (8.75% at December
31, 2000), and is secured by all of the Company's oil and gas properties.
Interest is payable monthly and principal is payable at the end of the credit
term. Financial covenants included in the credit agreement require the Company
to (i) maintain a tangible net worth of $8,000,000, (ii) maintain a debt
coverage ratio (as defined) of 1.25 to 1 and (iii) maintain an Earnings Before
Interest Taxes Depreciation and Amortization ("EBITDA") to consolidated interest
ratio (as defined) of 2.5 to 1. In addition, the facility prohibits the payment
of dividends.

16.  SUBSEQUENT EVENT

On March 1, 2001, the Company's board of directors approved the purchase of an
oil and gas project from BMG located in Neosho County, Kansas. The President of
BMG, being the Chairman of the Company's Board of Directors, abstained from the
Board's vote on this matter. The purchase price of the property, which has not
been finalized, will be BMG's cost basis in the property.

17.  OIL AND GAS INFORMATION (UNAUDITED)

The estimates of the Company's proved oil and gas reserves are based upon
evaluations prepared by independent petroleum engineers as of December 31, 2000
and 1999. All reserves are located within the United States. Reserves are
estimated in accordance with guidelines established by the Securities and
Exchange Commission and the Financial Accounting Standards Board, which require
that reserve estimates be prepared under existing economic and operating
conditions with no provision for price and cost escalation except by contractual
arrangements. Proved reserves are estimated quantities of oil and natural gas
which geological and engineering data demonstrate with reasonable certainty to
be recoverable in future years from known reserves. Proved developed reserves
are those which are expected to be recovered through existing wells with
existing equipment and operating methods. Reserves are stated in barrels of oil
and millions of cubic feet of natural gas.


                                      F-22
<PAGE>   27


                United States Exploration, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


17. OIL AND GAS INFORMATION (UNAUDITED) (CONTINUED)

<TABLE>
<CAPTION>
                                                           DECEMBER 31,
                                       ----------------------------------------------------
                                                 2000                       1999
                                       ------------------------    ------------------------
                                          Oil           Gas           Oil           Gas
                                         (bbls)        (mmcf)        (bbls)        (mmcf)
                                       ----------    ----------    ----------    ----------
<S>                                    <C>           <C>           <C>           <C>
Proved developed and
   undeveloped reserves,
   beginning of period                  2,480,341        56,748     2,215,640        58,971

Revisions of previous estimates         1,442,395        23,768       380,478        (1,696)
Extensions and discoveries                     48            31        38,000         2,206
Production                               (132,200)       (1,955)     (107,595)       (2,471)
Dispositions of minerals
   in place                              (221,398)      (13,560)      (46,182)         (262)
                                       ----------    ----------    ----------    ----------

Proved developed and
   undeveloped reserves,
   end of period                        3,569,186        65,032     2,480,341        56,748
                                       ==========    ==========    ==========    ==========

Proved developed reserves:
   Beginning of period                  1,383,698        27,018       717,419        23,237
   End of period                        1,711,974        24,552     1,383,698        27,018
</TABLE>


                                      F-23
<PAGE>   28

                United States Exploration, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


17. OIL AND GAS INFORMATION (UNAUDITED) (CONTINUED)

Geological and engineering estimates of proved oil and gas reserves at one point
in time are highly interpretive, inherently imprecise and subject to ongoing
revisions that may be substantial in amount. Although every reasonable effort is
made to ensure that the reserve estimates reported represent the most accurate
assessments possible, these estimates are by their nature generally less precise
than other estimates presented in connection with financial statement
disclosures.

The following schedules present the standardized measure of estimated discounted
future net cash flows from the Company's proved reserves and an analysis of the
changes in these amounts for the periods indicated. Estimated future cash flows
are determined by using period-end prices for December 31, 2000 and 1999
adjusted only for fixed and determinable increases in natural gas prices
provided by contractual agreements. Estimated future production and development
costs are based on economic conditions at December 31, 2000 and 1999. The
standardized measure of future net cash flows was prepared using the prevailing
economic conditions existing at December 31, 2000 and 1999, and such conditions
continually change. Accordingly, such information should not serve as a basis in
making any judgment on the potential value of recoverable reserves or in
estimating future results of operations. Year-end prices used in the
determination of future cash inflows were $26.05 per bbl of oil and $9.32 per
Mcf of natural gas at December 31, 2000 ($24.10 per bbl and $2.28 per Mcf at
December 31, 1999). Natural gas prices have decreased significantly during the
first three months of 2001.

            STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS
                     RELATING TO PROVED RESERVES (UNAUDITED)

<TABLE>
<CAPTION>
                                                            DECEMBER 31,
                                                       2000             1999
                                                   -------------    -------------
<S>                                                <C>              <C>
Future cash inflows                                $ 701,605,312    $ 188,555,098
Future production and development costs             (193,977,084)    (102,074,575)
Future income tax expenses                          (190,135,796)              --
                                                   -------------    -------------
Future net cash flows                                317,492,432       86,480,523
10% annual discount for estimated timing of
   cash flows                                       (184,105,048)     (47,262,546)
                                                   -------------    -------------
Standardized measure of discounted future
   net cash flows                                  $ 133,387,384    $  39,217,977
                                                   =============    =============
</TABLE>


                                      F-24
<PAGE>   29


                United States Exploration, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


17. OIL AND GAS INFORMATION (UNAUDITED) (CONTINUED)

<TABLE>
<CAPTION>
                                                             YEAR ENDED DECEMBER 31,
                                                              2000              1999
                                                          -------------    -------------
<S>                                                       <C>              <C>
Amount at beginning of period                             $  39,217,977    $  25,166,770

Net changes in prices and production costs                  159,602,970        8,647,878
Revisions of previous quantity estimates, net
   of changes in previous estimates of development
   and production costs and timing revisions                 52,775,635        2,147,655
Extensions and discoveries                                      122,333        2,198,064
Net change in income taxes                                  (77,552,319)              --
Sales of minerals in place                                   (7,150,000)        (750,000)
Sales and transfers of oil and gas production,
   net of production costs                                   (7,928,541)      (4,352,703)
Development costs incurred                                    4,240,241        2,970,127
Accretion of discount                                         3,921,798        2,516,677
Other                                                       (33,862,710)         673,509
                                                          -------------    -------------
                                                             94,169,407       14,051,207
                                                          -------------    -------------
Amount at end of period                                   $ 133,387,384    $  39,217,977
                                                          =============    =============
</TABLE>


                                      F-25