SECURITIES AND EXCHANGE COMMISSION
                                              WASHINGTON, D.C. 20549

                                                    FORM 10-KSB

[x]     Annual Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934 [Fee Required]

For the fiscal year ended December 31, 1995

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the
        Securities Exchange Act of 1934 [No Fee Required]

For the transition period from                          to


Commission file number 0-24994

                                                   ALLMINE, INC.
                            (Exact name of small business issuer in its charter)


                         Nevada                                      Applied for
(State or other jurisdiction of incorporation or
organization                                                    (I.R.S. Employer
                                                            Identification No.)

  Suite 1100, West 717 Sprague Spokane, Washington                  99204
           (Address of principal executive offices)                   (Zip Code)
Registrant's telephone number, including area code:  (509) 747-6752


Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Common
Stock, $.001 par value

           Indicate  by check  mark  whether  the  registrant  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days.
                                                      YES   X
              NO

Check if there is disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in part III of this Form 10-K or any
amendment to this Form 10-K. [X]

           State issuer's revenues for its most recent fiscal year: $-0-



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           The aggregate market value of the voting stock held by non-affiliates
of the registrant was not  determinable  because the common stock does not trade
on any market.

           The number of shares  outstanding  of the issuer's  classes of Common
Stock as of December 31, 1995:

Common Stock, $.001 Par Value -  222,817 shares
-----------------------------------------------

                                    DOCUMENTS INCORPORATED BY REFERENCE:  NONE

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Item 1.  Description of Business

Background

         Sogelec  America,  a Nevada  corporation (the "Company") was originally
incorporated in Idaho as Majestic SilverLead Mines, Inc. ("Majestic") on May 20,
1946 to exploit all thirteen (13) of its patented  mining claims in Burke Canyon
in Western Idaho.  No significant  development  work has been undertaken and the
Company has  transferred the mining claim to a wholly-owned  Nevada  subsidiary,
Burke  Canyon  Silver  - Lead  Mines,  Inc.  which  as to  date  has not had any
significant  operations.  By  agreement,  dated  August  2,  1993,  the  Company
reincorporated  in Nevada on November 10, 1993 by merger into  Sogelec  America.
The merger became  effective on January 10, 1994 and effected a 1-for-60 reverse
stock split and changed its name to the current name.

         The primary  activity of the Company  will  involve  seeking  merger or
acquisition candidates with whom it can either merge or acquire. The Company has
not selected any company for  acquisition or merger and does not intend to limit
potential acquisition  candidates to any particular field or industry,  but does
retain the right to limit acquisition or merger candidates, if it so chooses, to
a particular field or industry.  The Company's plans are in the conceptual stage
only.

         The  executive  offices of the Company are located at Suite 1100,  West
717 Sprague Spokane, Washington 99204. Its telephone number is (509) 747-6752.

Plan of Operation - General

         The  Company's  current  plans are to seek,  investigate  and,  if such
investigation   warrants,   acquire  an  interest   in  one  or  more   business
opportunities  presented  to it by persons or firms who or which  desire to seek
the  perceived  advantages  of a publicly held  corporation.  At this time,  the
Company  has no plan,  proposal,  agreement,  understanding  or  arrangement  to
acquire or merge with any specific business or company,  and the Company has not
identified any specific business or company for investigation and evaluation. No
member of management or promotor of the Company has had any material discussions
with any other  company with respect to any  acquisition  of that  company.  The
Company  will not  restrict  its search to any  specific  business,  industry or
geographical  location, and the Company may participate in a business venture of
virtually any kind or nature. The discussion of the proposed business under this
caption and throughout this Registration  Statement is purposefully  general and
is not meant to be restrictive of the Company's virtually  unlimited  discretion
to search for and enter into potential business opportunities.

         The Company  intends to obtain funds in one or more private  placements
to finance the operation of any acquired business. Persons purchasing securities
in these placements and other  shareholders will likely not have the opportunity
to  participate  in the  decision  relating to any  acquisition.  The  Company's
proposed  business  is  sometimes  referred  to as a "blind  pool"  because  any
investors  will entrust  their  investment  monies to the  Company's  management
before they have a chance to analyze any  ultimate  use to which their money may
be put.  Consequently,  the Company's  potential success is heavily dependent on
the Company's  management,  which will have  virtually  unlimited  discretion in
searching  for and  entering  into a  business  opportunity.  The  officers  and
directors of the Company have only limited  experience in the proposed  business
of the Company. There can be no assurance that the Company will be able to raise
any funds in  private  placements.  In any  private  placement,  management  may
purchase  shares on the same  terms as offered in the  private  placement.  (See
"Risk Factors" and "Management.")

         Management  anticipates  that it will only participate in one potential
business  venture.   This  lack  of  diversification   should  be  considered  a
substantial  risk in  investing  in the  Company  because it will not permit the
Company to offset  potential losses from one venture against gains from another.
(See "Risk Factors.")

         The  Company  may seek a  business  opportunity  with a firm which only
recently  commenced  operations,  or a developing  company in need of additional
funds for expansion into new products or markets, or seeking to develop

                                                         3

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a new product or service,  or an established  business which may be experiencing
financial or operating  difficulties  and is in the need for additional  capital
which is perceived to be easier to raise by a public company. In some instances,
a business  opportunity may involve the acquisition or merger with a corporation
which does not need substantial additional cash but which desires to establish a
public trading market for its common stock.  The Company may purchase assets and
establish  wholly owned  subsidiaries in various  business or purchase  existing
businesses as subsidiaries.

         The Company anticipates that the selection of a business opportunity in
which to  participate  will be complex and extremely  risky.  Because of general
economic conditions, rapid technological advances being made in some industries,
and shortages of available capital,  management believes that there are numerous
firms  seeking the benefits of a publicly  traded  corporation.  Such  perceived
benefits of a publicly traded corporation may include  facilitating or improving
the  terms  on  which  additional  equity  financing  may be  sought,  providing
liquidity  for the  principals  of a  business,  creating a means for  providing
incentive  stock  options  or  similar  benefits  to  key  employees,  providing
liquidity (subject to restrictions of applicable statutes) for all shareholders,
and other factors.  Potentially  available  business  opportunities may occur in
many different  industries and at various  stages of  development,  all of which
will make the task of  comparative  investigation  and analysis of such business
opportunities extremely difficult and complex.

         As is customary in the industry, the Company may pay a finder's fee for
locating an acquisition  prospect.  If any such fee is paid, it will be approved
by the Company's  Board of Directors and will be in accordance with the industry
standards.  Such  fees  are  customarily  between  1% and 5% of the  size of the
transaction,  based upon a sliding scale of the amount  involved.  Such fees are
typically in the range of 5% on a $1,000,000 transaction ratably down to 1% in a
$4,000,000 transaction. Management has adopted a policy that such a finder's fee
or real estate  brokerage fee could,  in certain  circumstances,  be paid to any
employee,  officer,  director or 5% shareholder  of the Company,  if such person
plays a material role in bringing a transaction to the Company.

         As part of any  transaction,  the  acquired  company may  require  that
management or other  stockholders  of the Company sell all or a portion of their
shares to the acquired company, or to the principals of the acquired company. It
is  anticipated  that the  sales  price of such  shares  will be lower  than the
current market price or anticipated  market price of the Company's Common Stock.
The  Company's  funds  are not  expected  to be used for  purposes  of any stock
purchase  from  insiders.  The Company  shareholders  will not be  provided  the
opportunity to approve or consent to such sale. The opportunity to sell all or a
portion  of  their  shares  in  connection  with an  acquisition  may  influence
management's decision to enter into a specific transaction.  However, management
believes that since the anticipated  sales price will be less than market value,
that the potential of a stock sale by management  will not be a material  factor
on their decision to enter a specific transaction.

         The above  description  of potential  sales of management  stock is not
based upon any corporate bylaw, shareholder or board resolution,  or contract or
agreement.  No other payments of cash or property are expected to be received by
management in connection with any acquisition.

         The  Company  has  not  formulated  any  policy  regarding  the  use of
consultants or outside  advisors,  but does not anticipate  that it will use the
services of such persons.

         The Company has, and will continue to have  following the completion of
this offering, insufficient capital with which to provide the owners of business
opportunities  with any significant  cash or other assets.  However,  management
believes the Company will offer owners of business opportunities the opportunity
to acquire a controlling ownership interest in a public company at substantially
less cost than is required to conduct an initial public offering.  The owners of
the business  opportunities  will,  however,  incur  significant  post-merger or
acquisition  registration  costs in the event they wish to register a portion of
their shares for subsequent sale. The Company will also incur  significant legal
and  accounting   costs  in  connection  with  the  acquisition  of  a  business
opportunity including the costs of preparing  post-effective  amendments,  Forms
8-K, agreements and related reports and documents nevertheless, the officers and
directors of the Company have not conducted market research and are not aware of

                                                         4

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statistical  data which  would  support  the  perceived  benefits of a merger or
acquisition transaction for the owners of a business opportunity.

         The Company does not intend to make any loans to any prospective merger
or acquisition candidates or to unaffiliated third parties.

Sources of Opportunities

         The  Company  anticipates  that  business  opportunities  for  possible
acquisition  will be referred by various  sources,  including  its  officers and
directors,    professional   advisers,   securities   broker-dealers,    venture
capitalists,  members of the  financial  community,  and others who may  present
unsolicited proposals.

         The Company will seek a potential  business  opportunity from all known
sources,  but will rely  principally  on personal  contacts of its  officers and
directors as well as indirect  associations  between them and other business and
professional  people.  It is not  presently  anticipated  that the Company  will
engage   professional   firms   specializing   in   business   acquisitions   or
reorganizations.

         The officers and  directors  of the Company are  currently  employed in
other  positions and will devote only a portion of their time (not more than one
hour per week) to the  business  affairs of the  Company,  until such time as an
acquisition  has been  determined to be highly  favorable,  at which time,  they
expect to spend full time in  investigating  and closing any  acquisition  for a
period of two weeks.  In addition,  in the face of  competing  demands for their
time, the officers and directors may grant priority to their full-time positions
rather than to the Company.

Evaluation of Opportunities

         The analysis of new business  opportunities  will be  undertaken  by or
under  the  supervision  of the  officers  and  directors  of the  Company  (see
"Management").  Management  intends to concentrate  on  identifying  prospective
business  opportunities  which may be brought to its attention  through  present
associations with management.  In analyzing prospective business  opportunities,
management will consider such matters as the available technical,  financial and
managerial resources; working capital and other financial requirements;  history
of  operation,   if  any;  prospects  for  the  future;   present  and  expected
competition;  the quality and  experience  of management  services  which may be
available and the depth of that management;  the potential for further research,
development or exploration;  specific risk factors not now foreseeable but which
then may be  anticipated to impact the proposed  activities of the Company;  the
potential  for growth or  expansion;  the  potential  for profit;  the perceived
public  recognition  or  acceptance  of  products,   services  or  trades;  name
identification;  and other  relevant  factors.  Officers  and  directors of each
Company  will meet  personally  with  management  and key  personnel of the firm
sponsoring  the  business  opportunity  as part of their  investigation.  To the
extent  possible,  the Company  intends to utilize  written reports and personal
investigation  to evaluate  the above  factors.  The Company will not acquire or
merge  with any  company  for  which  audited  financial  statements  cannot  be
obtained.

         It may be  anticipated  that  any  opportunity  in  which  the  Company
participates  will  present  certain  risks.  Many  of  these  risks  cannot  be
adequately  identified prior to selection of the specific  opportunity,  and the
Company's  shareholders must, therefore,  depend on the ability of management to
identify  and  evaluate  such  risk.  In the  case of some of the  opportunities
available to the Company,  it may be anticipated that the promoters thereof have
been  unable  to  develop  a going  concern  or  that  such  business  is in its
development  stage in that it has not  generated  significant  revenues from its
principal business activities prior to the Company's  participation.  There is a
risk,  even after the  Company's  participation  in the activity and the related
expenditure of the Company's funds, that the combined  enterprises will still be
unable to become a going concern or advance beyond the development  stage.  Many
of the opportunities may involve new and untested products, processes, or market
strategies which may not succeed. Such risks will be assumed by the Company and,
therefore, its shareholders.


                                                         5

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         The  Company  will not  restrict  its search for any  specific  kind of
business,  but may acquire a venture which is in its  preliminary or development
stage,  which is  already  in  operation,  or in  essentially  any  stage of its
corporate life. It is currently impossible to predict the status of any business
in which  the  Company  may  become  engaged,  in that  such  business  may need
additional capital, may merely desire to have its shares publicly traded, or may
seek other perceived advantages which the Company may offer.

Acquisition of Opportunities

         In implementing a structure for a particular business acquisition,  the
Company  may become a party to a merger,  consolidation,  reorganization,  joint
venture, franchise or licensing agreement with another corporation or entity. It
may also purchase stock or assets of an existing  business.  On the consummation
of a transaction, it is possible that the present management and shareholders of
the Company  will not be in control of the Company.  In addition,  a majority or
all of the  Company's  officers and  directors  may, as part of the terms of the
acquisition  transaction,  resign and be replaced by new officers and  directors
without a vote of the Company's shareholders.

         It is anticipated that any securities issued in any such reorganization
would be issued in reliance on exemptions  from  registration  under  applicable
federal  and  state  securities  laws.  In  some  circumstances,  however,  as a
negotiated  element of this transaction,  the Company may agree to register such
securities  either at the time the  transaction  is  consummated,  under certain
conditions,  or at  specified  time  thereafter.  The  issuance  of  substantial
additional securities and their potential sale into any trading market which may
develop  in the  Company's  Common  Stock may have a  depressive  effect on such
market.  While the actual terms of a  transaction  to which the Company may be a
party cannot be  predicted,  it may be expected that the parties to the business
transaction  will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so called "tax-free" reorganization under
Sections  368(a)(1) or 351 of the Internal Revenue Code of 1986, as amended (the
"Code").  In order to  obtain  tax-free  treatment  under  the  Code,  it may be
necessary  for the  owners of the  acquired  business  to own 80% or more of the
voting stock of the surviving  entity.  In such event,  the  shareholders of the
Company would retain less than 20% of the issued and  outstanding  shares of the
surviving  entity,  which could result in significant  dilution in the equity of
such shareholders.

         As part of the Company's  investigation,  officers and directors of the
Company will meet personally  with  management and key personnel,  may visit and
inspect  material  facilities,  obtain  independent  analysis or verification of
certain information  provided,  check reference of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

         The manner in which each company  participates  in an opportunity  will
depend on the nature of the opportunity, the respective needs and desires of the
Company and other parties,  the management of the opportunity,  and the relative
negotiating strength of the Company and such other management.

         With respect to any mergers or acquisitions,  negotiations  with target
company  management  will be expected to focus on the  percentage of the Company
which  target  company   shareholders   would  acquire  in  exchange  for  their
shareholdings  in the target company.  Depending upon,  among other things,  the
target company's assets and liabilities,  the Company's shareholders will in all
likelihood hold a lesser percentage  ownership interest in the Company following
any  merger  or  acquisition.   The  percentage  ownership  may  be  subject  to
significant  reduction in the event the Company  acquires a target  company with
substantial  assets.  Any merger or  acquisition  effected by the Company can be
expected to have a significant  dilutive effect on the percentage of shares held
by the Company's then shareholders. (See "Risk Factors.")

         The Company will not have sufficient  funds (unless it is able to raise
funds  in  a  private  placement)  to  undertake  any  significant  development,
marketing and manufacturing of any products which may be acquired.  Accordingly,
following  the  acquisition  of any  such  product,  the  Company  will,  in all
likelihood,  be  required  to either  seek debt or  equity  financing  or obtain
funding from third parties,  in exchange for which the Company would probably be
required  to give up a  substantial  portion  of its  interest  in any  acquired
product.

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There is no assurance that the Company will be able either to obtain  additional
financing  or  interest  third  parties in  providing  funding  for the  further
development, marketing and manufacturing of any products acquired.

         It  is  anticipated  that  the   investigation  of  specific   business
opportunities   and  the   negotiation,   drafting  and  execution  of  relevant
agreements,  disclosure documents and other instruments will require substantial
management time and attention and substantial  costs for accountants,  attorneys
and others.  If a decision  is made not to  participate  in a specific  business
opportunity, the costs therefore incurred in the related investigation would not
be  recoverable.   Furthermore,   even  if  an  agreement  is  reached  for  the
participation in a specific business opportunity, the failure to consummate that
transaction may result in the loss of the Company of the related costs incurred.
The costs of the investigation  and analysis of a potential  acquisition will be
funded by the Company's limited cash on hand or by advances from officers.

         Management  believes  that the Company may be able to benefit  from the
use of "leverage" in the  acquisition  of a business  opportunity.  Leveraging a
transaction involves the acquisition of a business through incurring significant
indebtedness  for a large  percentage of the purchase  price for that  business.
Through a leveraged  transaction,  the Company  would be required to use less of
its available funds for acquiring the business opportunity and, therefore, could
commit those funds to the operations of the business opportunity, to acquisition
of other business  opportunities or to other activities.  The borrowing involved
in a  leveraged  transaction  will  ordinarily  be  secured by the assets of the
business opportunity to be acquired. If the business opportunity acquired is not
able to generate  sufficient  revenues to make  payments on the debt incurred by
the Company to acquire that  business  opportunity,  the lender would be able to
exercise  the  remedies  provided  by  law  or  by  contract.  These  leveraging
techniques,  while  reducing the amount of funds that the Company must commit to
acquiring a business opportunity,  may correspondingly increase the risk of loss
to the Company. No assurance can be given as to the terms or the availability of
financing for any acquisition by the Company. During periods when interest rates
are  relatively  high,  the  benefits of  leveraging  are not as great as during
periods  of  lower  interest  rates  because  the  investment  in  the  business
opportunity  held on a leveraged  basis will only be  profitable if it generates
sufficient  revenues to cover the related debt and other costs of the financing.
Lenders  from which the  Company  may obtain  funds for  purposes of a leveraged
buy-out  may impose  restrictions  on the future  borrowing,  distribution,  and
operating  policies of the  Company.  It is not possible at this time to predict
the restrictions,  if any, which lenders may impose or the impact thereof on the
Company.

Competition

         The Company is an insignificant participant among firms which engage in
business  combinations  with, or financing of,  development  stage  enterprises.
There are many  established  management and financial  consulting  companies and
venture capital firms which have  significantly  greater financial and personnel
resources,  technical  expertise and experience than the Company. In view of the
Company's limited financial resources and management  availability,  the Company
will  continue  to  be a  significant  competitive  disadvantage  vis-a-vis  the
Company's competitors.

Regulation and Taxation

         The Investment  Company Act of 1940 defines an "investment  company" as
an  issuer  which  is or holds  itself  out as being  engaged  primarily  in the
business of investing,  reinvesting or trading of securities.  While the Company
does not intend to engage in such  activities,  the Company could become subject
to regulation under the Investment  Company Act of 1940 in the event the Company
obtains or  continues  to hold a minority  interest  in a number of  development
stage   enterprises.   The  Company  could  be  expected  to  incur  significant
registration  and compliance  costs if required to register under the Investment
Company  Act of 1940.  Accordingly,  management  will  continue  to  review  the
Company's  activities  from  time  to  time  with a  view  toward  reducing  the
likelihood the Company could be classified as an "investment company."


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         The Company intends to structure a merger or acquisition in such manner
as to  minimize  federal  and state tax  consequences  to the Company and to any
target company.

Employees

         The  Company's  only  employees  at the present time is its officer and
director,  who will devote as much time as the Board of  Directors  determine is
necessary to carry out the affairs of the Company. (See "Management.")


Item 2.  Description of Property

         The Company shares a nominal amount of office space with its officer.


Item 3.  Legal Proceedings

         Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders

         Not applicable.

                                                      PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters


         (a)      Market Information

                  The  Company's  Common  Stock has not traded on any market for
the past 3 years.

         (b)      Holders

                  As of September 30, 1996, there were approximately 140 holders
of Company Common Stock.

         (c)      Dividends

                  The Company has not paid any  dividends  on its common  stock.
The Company  currently  intends to retain any earnings for use in its  business,
and  therefore  does not  anticipate  paying cash  dividends in the  foreseeable
future.

Item 6.  Management's Discussions and Analysis or Plan of Operations

         See Item 1.

Item 7.  Financial Statements and Supplementary Data

         Financial Statements

         The following financial statements are included herein:

                  Independent Auditors' Reports

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                  Consolidated Balance Sheet at December 31, 1995 and 1994
                  Consolidated  Statement  of  Operations  for the  years  ended
                  December 31,  1995,  1994 and 1993  Consolidated  Statement of
                  Shareholders' Equity Consolidated  Statement of Cash Flows for
                  the years  ended  December  31,  1995,  1994 and 1993 Notes to
                  Consolidated Financial Statements

Item 8.  Changes in and Disagreements with Accountants on Accounting and 
Financial Disclosure

         The  Registrant's  former  independent  accountant  Michael J.  Cooper,
C.P.A.  ("Cooper") resigned from that capacity on October 1, 1996. The report by
Cooper on the  financial  statements of the  Registrant  dated January 10, 1994,
including  the  statement of financial  position as of December 31, 1993 and the
statements of operations,  cash flows and statement of changes in  stockholders'
equity for the year ended  December 31, 1993 did not contain an adverse  opinion
or a disclaimer  of opinion,  or was  qualified  or modified as to  uncertainty,
audit scope or accounting principles. During the period covered by the financial
statements through the date of resignation of the former accountant,  there were
no  disagreements  with  the  former  accountant  on any  matter  of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure.

         A letter from the former independent  accountant is attached as Exhibit
16 to this Annual Report.  On October 1, 1996 the Registrant  engaged Williams &
Webster as its new independent accountant.


                                                         9

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                                                     PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
 Compliance with Section 16(a) of the Exchange Act.

         The members of the Board of  Directors  of the Company  serve until the
next  annual  meeting  of  stockholders,  or until  their  successors  have been
elected.  The  officers  serve  at the  pleasure  of  the  Board  of  Directors.
Information  as to the directors  and  executive  officers of the Company is set
forth below.  Management does not foresee any present potential that the Company
will acquire any business or company  which is  affiliated  or  associated  with
management  nor any  circumstances  under  which this  informal  arrangement  by
management may change. See "Conflicts of Interest."

         Terrence J. Dunne.  Terrence J. Dunne, age 47, has been the 
Secretary/Chief Financial Officer and a
Director for the Company for more than five years.  He became president in
 December 1995.  Mr. Dunne was the
president of Majestic SilverLead Mines, Inc. until August 2, 1993 when Majestic
 merged with and into the Company,
with the Company being the surviving corporation.  Mr. Dunne is a Certified 
Public Accountant and has been
practicing as a sole practitioner since 1978.  From 1975 to 1978, he worked for
 LeMaster & Daniels, CPAs.  From
1972 to 1975, Mr. Dunne worked for Roy Hipperson, CPA.  The Spokane County
 Auditor's Office employed Mr.
Dunne from 1970 to 1972 as an auditor.  Terrence J. Dunne received a degree in 
Accounting, an MBA degree, and
a Masters Degree in Taxation from Gonzaga University.


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<PAGE>



Conflicts of Interests

         Certain  conflicts  of  interest  now exist and will  continue to exist
between the Company and its officers and directors due to the fact that each has
other business interests to which he devotes his primary attention. Each officer
and director may continue to do so notwithstanding the fact that management time
should be devoted to the business of the Company.

         The Company has not  established  other  policies or procedures for the
resolution of current or potential  conflicts of interests  between the Company,
its officers and directors or affiliated  entities  because  management  has not
been able to  develop  any  workable  policies  or  procedures.  There can be no
assurance that management will resolve all conflicts of interest in favor of the
Company,  and failure by  management  to conduct the  Company's  business in the
Company's best interest may result in liability to the management.  The officers
and directors are  accountable to the Company as  fiduciaries,  which means that
they are required to exercise good faith and integrity in handling the Company's
affairs. Officers and directors will be required to disclose to each company the
liability  of each  potential  acquisition.  Shareholders  who believe  that the
Company has been  harmed by failure of an officer or  director to  appropriately
resolve any  conflict  of interest  may,  subject to  applicable  rules of civil
procedure,  be able to bring a class action or derivative  suit to enforce their
rights and the Company's  rights.  Although  officers and directors believe that
future shareholders are impliedly consenting to management's  informal method of
allocating  opportunities,  there can be no  assurance  that such belief will be
supported by the Nevada courts.

         The Company has no  arrangement,  understanding  or  intention to enter
into any  transaction for  participating  in any business  opportunity  with any
officer,  director,  or  principal  shareholder  or with  any  firm or  business
organization with which such persons are affiliated,  whether by reason of stock
ownership, position as an officer or director, or otherwise.


Item 10. Executive Compensation

         No  compensation is paid or anticipated to be paid by the Company until
an acquisition is made.

         On acquisition of a business opportunity, current management may resign
and be replaced by persons  associated with the business  opportunity  acquired,
particularly if the Company  participates in a business opportunity by effecting
a reorganization,  merger or consolidation.  If any member of current management
remains after effecting a business opportunity  acquisition,  that member's time
commitment  will  likely  be  adjusted  based on the  nature  and  method of the
acquisition and location of the business which cannot be predicted. Compensation
of management will be determined by the new board of directors, and shareholders
of the  Company  will  not  have  the  opportunity  to vote on or  approve  such
compensation.

         Compliance with Section 16

         Not Applicable.

Item 11. Security Ownership of Certain Beneficial Owners and Management

         The following table sets forth  information  relating to the beneficial
ownership of Company  Common Stock by those  persons  beneficially  holding more
than 5% of the Company capital stock,  by the Company's  directors and executive
officers,  and by all of the Company's  directors  and  executive  officers as a
group, based on 222,817 shares outstanding. The addresses of Mr. Mork is in care
of the  Company.  All  persons  have sole  investment  and voting  power  unless
otherwise noted.


                                                        11

<PAGE>



                                                                      Percentage
               Name of                           Number of       of Outstanding
             Stockholder                       Shares Owned         Common Stock

            Terrence J. Dunne                        57,852               26.0%

            Jehu Hand
            24901 Dana Point Harbor Drive
            Dana Point, California 92629             64,960               29.2%

            All executive officers and
            directors as a group
            (1 person)(1)                            57,852               26.0%



Item 12.    Certain Relationships and Related Transactions


            In August 1993, JWM Corp., a corporation affiliated with Mr. Dempsey
K.  Mork,  was  issued  169,736  shares of  common  stock  for  advise  given on
structuring  acquisitions in connection with the leather manufacturing  company,
Sogelec S.A.  Whitehall Montague & Cie transferred 25,460 shares to Mr. Dunne in
January 1994 for services performed as an active participant in the construction
of the Company's proposed acquisitions and merger agreement.

            On December 31, 1994, the Company issued 57,852 and 122,584  shares,
respectively,  to Terrence  J. Dunne and  Dempsey K. Mork for their  services as
officers and  directors in fiscal 1994.  In addition,  the Company  issued 64960
shares to its legal counsel for services.

            Effective December 31, 1995 JWM Corporation and Mr. Mork cancelled
 all but 15,000 shares held by
them.

                                                        12

<PAGE>



                                                      PART IV

Item 13.    Exhibits


                                                
    Exhibit No.            Document Description 

        3.                 Certificate of Incorporation and Bylaws

                           3.1.     Articles of Incorporation(1)
                           3.2      Articles of Merger(1)
                           3.3      Bylaws(1)
                           3.4      Amendment to Articles of Incorporation(2)

        16.                Letter from independent auditor(3)

(1)      Incorporated by reference to such exhibits as filed with the Company's 
Registration Statement on Form 10-SB, file no. 0-24994.
(2)      Incorporated by reference to 1994 Annual Report.
(3)      Filed herewith.




                                                        13

<PAGE>




                                                    SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant  caused this  Registration  Statement to be
signed on its behalf by the undersigned thereunto duly authorized.


Dated:    October 14, 1996                                         ALLMINE, INC.



                                                        By:/s/ Terrence J. Dunne
                                                               Terrence J. Dunne
                                                                      President

          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities indicated on October 14, 1996.



By:/s/ Terrence J. Dunne
   Terrence J. Dunne
   President, Secretary and Treasurer
   (principal executive, accounting and
   financial officer) and Director


                                                        12

<PAGE>



Board of Directors
Allmine, Inc.
717 W. Sprague, Suite 1100
Spokane, Washington  99204


                                           INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying  balance sheet of Allmine,  Inc. (a development
stage enterprise formerly known as Sogelec America), a Nevada corporation, as of
December 31, 1995 and the related statements of operations, shareholders' equity
and cash flows for the year ended December 31, 1995. 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  audit.  The
financial  statements  of Allmine,  Inc.  as of December  31, 1994 and 1993 were
audited by other  auditors  whose  report  dated  January 25, 1995  expressed an
unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing standards.
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 significant estimates made by management,  as well as evaluating
the  overall  financial  statement  presentations.  We  believe  that our  audit
provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Allmine,  Inc. as of December
31,  1995 and the  results  of its  operations  and cash flows for the year then
ended in conformity with generally accepted accounting principles.



Williams & Webster, P.S.
Certified Public Accountants

October 8, 1996

                                                        13

<PAGE>



To the Board of Directors
of Allmine, Inc.


                                           Independent Auditor's Report

I have audited the statement of financial  position of Allmine,  Inc.  (formerly
Sogelec America,  a Nevada  corporation in the development state) as of December
31,  1994  and  1993  and the  related  statements  of  operations,  changes  in
stockholders'  equity and cash flows for the years then ended.  These  financial
statements are the responsibility of management. My responsibility is to express
an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally  accepted auditing  standards.
Those standards  require that I 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 significant estimates made by management,  as well as evaluating
the overall financial statement presentations.  I believe that my audit provides
a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects,  the financial  position of Allmine,  Inc. as of December 31,
1994 and 1993 and the results of operations, changes in stockholders' equity and
cash  flows for the years  then  ended in  conformity  with  generally  accepted
accounting principles.



Michael J. Hooper
Certified Public Accountant

Spokane, Washington
January 25, 1995


                                                        14

<PAGE>
<TABLE>
<CAPTION>



Allmine, Inc.
(A Development Stage Enterprise)                                                                      Balance Sheet
(Formerly Sogelec America)                                                               December 31, 1995 and 1994



                                                      ASSETS

                                                                            1995                1994

<S>                                                                  <C>                 <C>              
CURRENT ASSETS                                                       $               0   $               0

OTHER ASSETS
         Organizational expenses, net of
         accumulated amortization of $21 and $14                                    64                  71

TOTAL ASSETS                                                         $              64   $              71

                                               STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY
         Preferred stock, $.001 par value, 10,000,000
          shares authorized, no shares issued or outstanding
         Common stock, $.001 par value,  50,000,000 shares  authorized,  222,817
          issued and  outstanding at December 31, 1995 and 500,000 shares issued
          and outstanding
          at December 31, 1994                                       $             223   $             500
         Additional paid-in capital                                             26,284              24,519
         Accumulated deficit during the development
          stage                                                               (26,443)            (24,948)
          Total Stockholders' Equity                                                64                  71

TOTAL STOCKHOLDERS' EQUITY                                           $              64   $              71








</TABLE>












                     The accompanying notes are an integral part of these
financial statements

                                                        15

<PAGE>



<TABLE>
<CAPTION>
                                                                        Statement of Operations For the Years Ended
Allmine, Inc.                                                                  December 31, 1995, 1994 and 1993 and
(A Development Stage Enterprise)                                                    From Inception (August 2, 1993)
(Formerly Sogelec America)                                                                Through December 31, 1995

                                                                                                     Inception
                                                                                                      Through
                                                                                                   December 31,
                                                   1995                1994            1993            1994

<S>                                          <C>                 <C>               <C>               <C>          
REVENUE                                      $               0   $             0   $             0   $           0
GENERAL AND ADMINISTRATIVE
         EXPENSES                                        1,495            24,771               177          26,443
NET (LOSS)                                             (1,495)          (24,771)             (177)        (26,443)
NET (LOSS) PER SHARE                                       NIL           (.0898)             (NIL)         (.0855)

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                                    407,606          275, 054           205,098         309,397


































</TABLE>


                     The accompanying notes are an integral part 
of these financial statements

                                                        16

<PAGE>

<TABLE>
<CAPTION>


Allmine, Inc.                                                                            Statement of Shareholders'
(A Development Stage Enterprise)                                            From Inception (August 2, 1993) Through
(Formerly Sogelec America)                                                                        December 31, 1995


                                                                                            Deficit
                                                                                          Accumulated
                                                                               Additional During the
                                                            Common StockPaid-InDevelopment
                                                         Shares       Amount     Capital     Stage         Total

<S>                                                       <C>           <C>        <C>            <C>       <C>  
Common stock issued for consulting
  service at $.001 per share                               169,736 $     170                           $       170

Common stock issued for merger with Majestic Silver-Lead Mines, Inc.
  at $.001 per share (Note 1)                               84,868        85                                    85

Net (Loss)                                                                                       (177) (177)

Balances at December 31, 1993                              254,604       255                     (177)78

Common stock issued for consulting and
  legal services at $.101 per share                        245,396       245  $    24,519                   24,764

Net (Loss)                                                                                    (24,771)    (24,771)
Balances at December 31, 1994                              500,000 $     500  $    24,519  $  (24,948)         71

Cancellation of shares returned
  to corporation by former
  corporate officer                                      (277,320) (277)              277  -           -

Additional paid-in capital
  from corporate shareholder                                     -         -        1,488            -       1,488

Common stock issued for
  remaining fractional shares
  in merger with Majestic                                      137         -            -            -           -

Net (loss)                                                       -         -            -      (1,495)      (1,495)
Balances at December 31, 1995                          $   222,817 $     223  $    26,284  $    26,443 $        64










</TABLE>



                     The accompanying notes are an integral part of these 
financial statement

                                                        17

<PAGE>



<TABLE>
<CAPTION>
                                                                        Statement of Cash Flows For the Years Ended
Allmine, Inc.                                                                  December 31, 1995, 1994 and 1993 and
(A Development Stage Enterprise)                                                    From Inception (August 2, 1993)
(Formerly Sogelec America)                                                                Through December 31, 1995

                                                                                                     Inception
                                                                                                      Through
                                                                                                   December 31,
                                                   1995                1994            1993            1994

<S>                                                    <C>             <C>                   <C>          <C>     
CASH FLOWS FROM OPERATING ACTIVITIES
         Net (Loss)                                    (1,495)          (24,771)             (177)        (26,443)
          Add (deduct) items not requiring
           the use of cash
           Amortization                                      7                 7                 7              21
          Common stock issued for consulting
           and legal services                                -            24,764               170          24,934
          Net Cash Provided (Used) by
           Operating Activities                        (1,488)                 0                 0         (1,488)

CASH FLOWS FROM INVESTING ACTIVITIES                         0                 0                 0               0
         Additional paid-in capital from
          shareholders                                   1,488                 0                 0           1,488
         Net Cash Provided (used)
          by Financing Activities                        1,488                 0                 0           1,488

CASH FLOWS FROM FINANCING ACTIVITIES                         0                 0                 0               0

NET INCREASE IN CASH                                         0                 0                 0               0

CASH AT BEGINNING OF PERIOD                                  0                 0                 0               0

CASH AT END OF PERIOD                        $               0   $             0   $             0   $           0

SUPPLEMENTAL NON-CASH FINANCING ACTIVITY
         Issuance of Common stock for consulting
          and legal services                 $               0   $        24,764   $           170   $      24,934
         Issuance of common stock
           for merger                        $               0   $                 $            85   $          85




</TABLE>










                     The accompanying notes are an integral part of these 
financial statements


                                                        18

<PAGE>


Allmine, Inc.
(A Development Stage Enterprise)(Formerly Sogelec America)
  Notes to Financial Statements


NOTE 1 - ORGANIZATION

         Allmine, Inc. (the "Company") was incorporated in the State of Idaho on
         May 230,  19946,  under the name of Majestic  Silver  Lead Mines,  inc.
         ("Majestic")  for  the  purpose  of  exploring  and  developing  mining
         property in the State of Idaho.  From the late 1940's through the early
         1980's,  Majestic  pursued  sporadic  explanatory  efforts on  thirteen
         patented mining claims in Shoshone  County,  Idaho. In October 1947 the
         Company  completed a public offering of its securities under Regulation
         A of the  Securities  Act of 1933,  through the Securities and Exchange
         Commission's  regional  office  in  Seattle.  The  common  stock of the
         Company  had been  traded  intermittently  throughout  the  history  of
         Majestic,  on the over the counter market.  Under  Majestic's  original
         articles of incorporation,  there were 3,500,000 shares of common stock
         authorized.  On May 19,  1969  the  shareholders  voted  to  amend  the
         articles of  incorporation,  increasing the amount of authorized shares
         to  7,000,000.  Since 1981,  Majestic has been inactive and during 1994
         the thirteen  patented  mining claims were  transferred to Burke Canyon
         Silver  Lead  Mines,  Inc.,  a Nevada  corporation.  Burke  Canyon  was
         incorporated  in the State of Nevada on November 19, 1993, for the sole
         purpose of owning these thirteen  patented mining claims.  Shareholders
         of  Majestic  own one  share of  Burke  Canyon  for  every  share  they
         previously held in Majestic.

         By an agreement dated August 2, 1993,  Majestic  reincorporated  in the
         State of Nevada on November  10, 1993 by merger  into  Sogelec  America
         ("Sogelec").  At the time of the merger,  Majestic had 5,092,076 shares
         issued and  outstanding.  To effect a 1-for-60 reverse stock split, the
         shareholders  of Majestic were issued  84,868 shares of Sogelec  common
         stock.

         In  September  1993,  Sogelec  signed a letter of intent to merge  with
         Sogelec S.A., a Belgium corporation. Although an agreement in principle
         was reached,  the Belgium  company did not perform,  and the merger was
         never consummated, and was rescinded.

         On December 16, 1994 the  shareholders  of Sogelec  voted to change the
         name of the Company to Allmine, Inc.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Organization  costs are amortized  over sixty months on a straight line
basis.

         Earnings (loss) per share are calculated on the weighted average of 
shares outstanding

         The Company had no revenues and is considered to be in the  development
stage.

NOTE 3 - INCOME TAXES

                                                        19

<PAGE>


Allmine, Inc.
(A Development Stage Enterprise)
(Formerly Sogelec America)                        Notes to Financial Statements



         The  Company  has not filed  tax  returns  for 1993 or 1994 or 1995.  A
         deferred  tax asset has not been  recorded for the net  operating  loss
         carryover benefits which exceed $26,000 because it is uncertain if such
         a tax benefit would ever be realized. This net operating loss carryover
         will begin to expire in the year 2008.

NOTE 4 - CANCELLATION OF SHARES

         During 1995 Mr.  Dempsey  Mork  resigned  his  position as president of
         Allmine, Inc. In a related transaction, Mr. Mork surrendered 277,320 of
         his shares in Allmine, Inc., which were then cancelled by the Company.

                                                        20

<PAGE>