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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JULY 31, 2002.
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______ TO _______
Commission file number: 0-9060
ROCKY MOUNTAIN MINERALS, INC.
(Exact name of Registrant as specified in its Charter)
Wyoming 83-0221102
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
2480 North Tolemac Way, Prescott, AZ 86305
(Address of principal executive offices and Zip Code)
(520) 778-1450
(Registrant's telephone number)
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 / /
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
Class Outstanding at July 31, 2002
Common stock, $.001 par value 85,712,039 shares
ROCKY MOUNTAIN MINERALS, INC.
INDEX TO FORM 10-Q
PART 1. FINANCIAL INFORMATION:
Item 1. Financial Statements PAGE
Balance Sheet, October 31, 2001 (audited)
and July 31, 2002 (unaudited) . . . . . 1 - 2
Statements of Operations for the
Nine Months and Three Months
ended July 31, 2002 and 2001
(unaudited) . . . . . . . . 3
Statements of Cash Flows Nine Months
Ended July 31, 2002 and 2001
(unaudited) . . . . . . . . 4
Notes to Financial Statements
(unaudited) . . . . . . . . 5
Item 2. Management's Discussion and Analysis
of Financial Condition and
Results of Operations . . . . . . . . 6 - 7
PART II. OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K . . . . 8
Signatures . . . . . . . . . . . . 8
Exhibit 99.1 Certification Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act
of 2002 . . . . . . . . . . . . . . 9
PART I. FINANCIAL INFORMATION
ITEM 1. ROCKY MOUNTAIN MINERALS, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
(Amounts in thousand, except per share data)
October 31, July 31,
2001 2002
(Audited) (Unaudited)
ASSETS
Current Assets:
Cash $ 139 $ 118
Accounts Receivable - 3
Assets held for sale 500 426
Deposits 8 -
_______ _______
Total current assets 647 547
________ _______
TOTAL ASSETS $ 647 $ 547
See accompanying notes.
(1)
ROCKY MOUNTAIN MINERALS, INC.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
(Amounts in thousands, except per share data)
October 31, July 31,
2001 2002
(Audited) (Unaudited)
Total liabilities
Accounts payable $ 9 $ 8
Stockholders' equity:
Preferred Stock; $.05 par value,
$.015 cumulative dividends,
convertible; 44,000,000 shares
authorized, 24,908,450 shares
issued and outstanding 1,245 1,245
Common Stock; $.001 par value,
250,000,000 shares authorized
85,712,039 shares issued and
outstanding 86 86
Capital in excess of par value 4,373 4,373
Deficit accumulated during the
development stage (5,066) (5,165)
__________ _________
Total stockholder's equity 638 539
__________ _________
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 647 $ 547
See accompanying notes.
(2)
ROCKY MOUNTAIN MINERALS, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
For the Nine Months For the Three Months
Ended July 31, Ended July 31,
2001 2002 2001 2002
Revenues:
Interest $ 6 - $ 1 -
_____ _____ _____ _____
6 - 1 -
Costs and expenses:
General and administrative 51 99 25 37
_____ _____ _____ _____
Net loss (Note 2) $ (45) (99) (24) (37)
Loss per share (Note 3): $ * $ * $ * $ *
====== ====== ====== ======
*Less than $0.01 per share.
See accompanying notes.
(3)
ROCKY MOUNTAIN MINERALS, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
For the Nine Months Ended July 31,
2001 2002
Cash flows from operating activities:
Net loss $ (45) $ (99)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Depreciation, depletion
and amortization - -
Changes in assets and liabilities:
Accounts receivable - (3)
Deposits - 8
Accounts payable 6 (1)
Net cash used in operating _____ _____
activities (39) (95)
Cash flows from investing activities:
Proceeds from sale of assets held
for sale - 74
Net cash provided by _____ _____
investing activities - 74
Cash flows from financing activities:
Proceeds from payment on long
term debt - -
Net cash from financing activities - -
Decrease in cash (39) (21)
Cash at beginning of period 229 139
_____ _____
Cash at end of period $ 190 $ 118
===== =====
See accompanying notes.
(4)
ROCKY MOUNTAIN MINERALS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1) The accompanying financial statements of the Company have been
prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial
information and with the instructions to Form 10-Q. Certain
notes and other information have been condensed or omitted
from the interim financial statements presented in this report.
Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements.
In the opinion of management, the financial statements reflect
all adjustments considered necessary for a fair presentation.
The results of operations for the nine months ended July 31,
2002 and July 31, 2001 are not necessarily indicative of the
results to be expected for the full year. For further
information, refer to the financial statements and footnotes
thereto included in the Company's annual report on Form 10-K
for the year ended October 31, 2001 as filed with the Securities
and Exchange Commission.
2) No provision for income taxes is required for the period ended
July 31, 2002 or 2001, because (a) in management's opinion, the
current year will result in a net operating loss, (b) there are
no previous earnings to which the current year's estimated loss
may be carried back, and (c) there are no recorded income tax
deferrals to be eliminated.
3) Loss per share is based on the weighted average number of shares
of common stock outstanding during the nine months ended July 31,
2002 and 2001, 85,712,000 shares.
(5)
ROCKY MOUNTAIN MINERALS, INC.
(A Development Stage Company)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The Registrant began operations on May 19, 1978 and is considered
to be a mining company in the exploratory stage and has had no significant
revenues. In 1984 the Company ceased gold extraction operations at its
Rochester, Montana mining property. During 1988, with the receipt of
funding from a stock purchase agreement, it resumed mineral exploration
both at Rochester and elsewhere in North America and Australia. Despite
detailed geologic investigations by the Company and by leading gold
exploration companies, there was insufficient encouragement from results
to warrant further investigations at Rochester. The Registrant later
became involved in waste management activities. Subsequent to October 31,
1991, and following the sale of the waste management interests, the
registrant has had limited receipts and expenditures.
General and administrative expenses increased for the three and
nine months ending July 31, 2002 as compared to the three and nine months
ended July 31, 2001 primarily due to the Registrant's higher level of
activity in evaluating various business opportunities during 2002.
In January of 1984, the Registrant suspended milling operations
at its Rochester property. During 1990, the Registrant recorded a charge
to expense of $1,037,669 representing the excess of net book value over
the estimated recoverable value of the Rochester Mill (the Mill). In
December of 1990, the Registrant decided to sell certain assets at the
Mill, and the net assets were reclassified to net assets held for sale
and stated at their net realizable value. In 1991 and 1993, pursuant
to property appraisals, the Registrant recorded additional charges to
expense totaling $200,000, representing excess net book value over the
estimated recoverable value of the Mill. In 1997, a tax deed was issued
by the Madison County, Montana Treasurer for the Mill and related
property, and the Registrant wrote off the property and recorded a loss
of approximately $27,000.
In May 2002 the Registrant sold eleven patented mining claims
in the Rochester Mining District to Independent Milling, LLC. The net
consideration received by the Registrant was $74,194. The additional
320 acres owned by the Registrant in the Rochester District is presently
being brokered for sale.
The Registrant intends to resume oil and gas exploration and
production activities. In particular, the Company plans to seek out
oil and gas exploration and production properties in the Rocky Mountain
region of the U.S. and also in Australia. To advance these plans, the
Company will establish a representative office in Melbourne, Australia
and Prescott, Arizona.
(6)
Liquidity and Capital Resources
Since ceasing milling operations at its Rochester, Montana
property in 1984, the Registrant has evaluated this and other mineral
properties, as well as having pursued waste management activities.
The waste management assets have been sold and the Registrant has now
placed its Rochester property on the market for sale and anticipates
receiving approximately $500,000 for the property.
Management plans to use the funds from the sale of the Rochester
property to fund the Company's evaluation of oil and gas exploration
and production opportunities. Plans for additional funding of these
activities include attempting to obtain external funding, either through
the sale of the Company's common or preferred stock.
Forward Looking Information
Statements of the Company's or management's intentions, beliefs,
anticipations, expectations and similar expressions concerning future
events contained in this document constitute forward looking statements
as defined in the Private Securities Litigation Reform Act of 1995.
As with any future event, there can be no assurance that the events
described in the forward looking statements made in this report will
occur or that the results of future events will not vary materially
from those described in the forward looking statements in this document.
(7)
PART II. OTHER INFORMATION
ROCKY MOUNTAIN MINERALS, INC.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K.
Form 8-K filed on 29 May 2002.
SIGNATURES
Pursuant to the Requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
ROCKY MOUNTAIN MINERALS, INC.
(Registrant)
Date: August 29, 2002 By: /s/ W. Ray Hill
______________________
W. Ray Hill
Principal Financial Officer
Date: August 29, 2002 By: /s/ W. Ray Hill
______________________
W. Ray Hill
Principal Executive Officer
(8)
Exhibit 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Rocky Mountain Minerals, Inc.
(the "Company") on Form 10-Q for the period ended July 31, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the
"Report"), I, W. Ray Hill, Chief Executive Officer and Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C. section 1350,
as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002,
that:
(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and result of operations
of the Company.
/s/ W. Ray Hill
W. Ray Hill
Chief Executive Officer and Chief Financial Officer
August 29, 2002
(9)