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 JANUARY 31, 2003
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)
(928) 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 January 31, 2003
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 Sheets, October 31, 2002
and January 31, 2003 . . . . . . . 1-2
Statement of Operations for the
Three Months ended January 31,
2003 and 2002 . . . . . . . 3
Statement of Cash Flows Three
Months Ended January 31, 2003
and 2002 . . . . . . . 4
Notes to Financial Statements . . . . 5
Item 2. Management's Discussion and Analysis
of Financial Condition and
Results of Operations . . . . . . . 6-8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K. . . 9
Signatures . . . . . . . 9
PART 1. FINANCIAL INFORMATION
ITEM 1. ROCKY MOUNTAIN MINERALS, INC.
(A Development Stage Company)
BALANCE SHEET
(Unaudited)
ASSETS
(Amounts in thousand, except per share data)
October 31, January 31,
2002 2003
(Audited) (Unaudited)
ASSETS
Current Assets:
Cash $ 94 $ 76
Assets held for sale 425 425
Deposits 8 4
__________ _______
Total current assets 519 501
__________ __________
TOTAL ASSETS $ 519 $ 501
See accompanying notes.
(1)
ROCKY MOUNTAIN MINERALS, INC.
(A Development Stage Company)
BALANCE SHEET
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
(Amounts in thousands, except per share data)
October 31, January 31,
2002 2003
(Audited) (Unaudited)
Total liabilities
Accounts payable $ 4 $ 5
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 (5,189) (5,208)
__________ _________
Total stockholder's equity 515 496
__________ _________
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 519 $ 501
See accompanying notes.
(2)
ROCKY MOUNTAIN MINERALS, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
For the Three Months
Ended January 31,
2002 2003
Revenues:
Interest $ - $ -
______ _______
- -
Costs and expenses:
General and administrative 37 6
Depreciation, depletion
and amortization - -
Interest - -
______ _______
Net loss (Note 2) $ (37) $ (6)
===== ======
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)
ASSETS
For the Three Months
January 31,
2002 2003
Cash flows from operating activities:
Net loss $ (37) $ (18)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Depreciation, depletion
and amortization - -
Changes in assets and liabilities:
Decrease in prepaid expenses
and deposits 4 -
Increase in accounts payable 4 -
Net cash used in operating ______ ______
activities (29) (18)
______ ______
Cash flows from investing activities:
Acquisition of property and
equipment - -
______ ______
Net cash from investing activities - -
______ ______
Cash flows from financing activities:
Proceeds from payment on long
term debt - -
______ ______
Net cash from financing activities - -
______ ______
Decrease in cash (29) (18)
Cash at beginning of period 139 94
Cash at end of period $ 110 $ 76
===== =====
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 three months ended January 31,
2003 and January 31, 2002 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, 2002 as filed with the Securities and Exchange
Commission.
2) No provision for income taxes is required for the period ended
January 31, 2003 or 2002, 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 three months ended
January 31, 2003 and 2002, 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
Critical Accounting Policies
The Company has identified the accounting policies described
below as critical to its business operations and the understanding of
the Company's results of operations. The impact and any associated
risks related to these policies on the Company's business operations
is discussed throughout this section where such policies affect the
Company's reported and expected financial results. The preparation
of this Quarterly Report requires the Company to make estimates and
assumptions that affect the reported amount of assets and liabilities
of the Company, revenues and expenses of the Company during the
reporting period and contingent assets and liabilities as of the date
of the Company's financial statements. There can be no assurance that
the actual results will not differ from those estimates.
Undeveloped mineral interests and oil and gas properties:
The Company utilized the "successful efforts" method of
accounting for undeveloped mineral interests and oil and gas properties.
Capitalized costs were charged to operations at the time the Company
determined that no economic reserves existed. Costs of carrying and
retaining undeveloped properties were charged to expense when incurred.
Proceeds from the sale of undeveloped properties were treated as a
recovery of cost. Proceeds in excess of the capitalized cost realized
in the sale of any such properties, if any, were to be recognized as
gain to the extent of the excess.
Impairment of long-lived assets:
The Company evaluates the potential impairment of long-lived
assets in accordance with Statement of Financial Accounting Standards
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.
The Company quarterly reviews the amount of recorded long-lived assets
for impairment. If the carrying amount of a long-lived asset is not
recoverable from its undiscounted cash flows, the Company will recognize
an impairment loss in such period.
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.
(6)
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
months ending January 31, 2003 as compared to the three months ended
January 31, 2002 primarily due to the Registrant's higher level of
activity in evaluating various business opportunities during 2003.
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.
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 Denver, Colorado.
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 between $500,000 to $1,000,000 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.
(7)
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.
(8)
PART II. OTHER INFORMATION
ROCKY MOUNTAIN MINERALS, INC.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits. None.
99.1 Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the
United States Code.
(b) Reports on Form 8-K. There were no reports filed by the
Registrant on Form 8-K for the quarter ended January 31, 2003.
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: March 12, 2003 By: /s/ W. Ray Hill
W. Ray Hill
Principal Financial Officer
Date: March 12, 2003 By: /s/ W. Ray Hill
W. Ray Hill
Principal Executive Officer
(9)
CERTIFICATION PURSUANT TO
SECURITIES EXCHANGE ACT OF 1934: RULES 13a-14, 13a-15, 15d-14,
and 15d-15
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, W. Ray Hill, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Rocky Mountain
Minerals, Inc.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report my conclusions about the
effectiveness of the disclosure controls and procedures based on my
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board
of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. I have indicated in this quarterly report whether there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Dated: March 12, 2003 /s/ W. Ray Hill
___________________________
W. Ray Hill
Chief Executive Officer and
Chief Financial Officer
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 quarter ended January 31,
2003 as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, W. Ray Hill, certify, pursuant to 18 U.S.C.
1350, as adopted pursuant to 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.
Dated: March 12, 2003 /s/W. Ray Hill
_______________________
W. Ray Hill
Chief Executive Officer and
Chief Financial Officer