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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 JANUARY 31, 2004.
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, 2004
Common stock, $.001 par value 100,712,039 shares
ROCKY MOUNTAIN MINERALS, INC.
INDEX TO FORM 10-Q
PAGE
PART 1. FINANCIAL INFORMATION:
Item 1. Financial Statements
Balance Sheets October 31, 2003 and
January 31, 2004 . . . . . . . . . . . 1 - 2
Statements of Operations for the
Three Months ended January 31, 2004
and 2003 . . . . . . . . . . . 3
Statements of Cash Flows Three Months
Ended January 31, 2004 and 2003 . . . . . . 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 I. 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,
2003 2004
(Audited) (Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 4 $ 1
Assets held for sale 150 150
__________ __________
Total current assets 154 151
Investment in Joint Venture 358 358
__________ __________
TOTAL ASSETS $ 512 $ 509
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,
2003 2004
(Audited) (Unaudited)
Total liabilities
Accounts payable $ 5 $ 12
Registration Costs 40 40
Stockholders' equity:
Preferred Stock; $.05 par value,
$.015 cumulative dividends,
convertible; 44,000,000 shares
authorized, 44,000,000 shares
issued and outstanding 2,200 2,200
Common Stock; $.001 par value,
250,000,000 shares authorized
100,712,039 shares issued and
outstanding 101 101
Capital in excess of par value 3,721 3,721
Deficit accumulated during the
development stage (5,555) (5,565)
_________ _________
Total stockholder's equity 467 457
__________ _________
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 512 $ 509
See accompanying notes.
(2)
ROCKY MOUNTAIN MINERALS, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
For the Three Months Ended January 31,
2003 2004
Revenues:
Interest $ - $ -
______ ______
- -
Costs and expenses:
General and administrative 6 10
Depreciation, depletion
and amortization - -
Interest - -
_______ _______
Net loss (Note 2) $ (6) $ (10)
======= =======
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 Ended January 31,
2003 2004
Cash flows from operating activities:
Net loss $ (18) $ (10)
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 - -
Increase in accounts payable - 7
______ ______
Net cash used in operating
activities (18) (3)
______ ______
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 (18) (3)
Cash at beginning of period 94 4
______ ______
Cash at end of period $ 76 $ 1
====== ======
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 Form10-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, 2004 and January 31, 2003 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,
2003 as filed with the Securities and Exchange Commission.
2) No provision for income taxes is required for the period ended
January 31, 2004 or 2003, 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, 2004 and 2003, 100,712,039 shares in 2004
and 85,712,039 shares in 2003.
(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.
Investment in Joint Venture
The Company's investment in joint venture reflects its
25% interest in two petroleum exploration permits, offshore
Western Australia. The capitalized cost includes the preferred
and common stock at the market price at the date of stock
issuance. In addition, the Company recorded an estimate of
$40,000 for the costs to register the restricted stock.
(6)
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 Rochester, Montana.
During 1988, with the receipt of funding from a stock
purchase agreement, it resumed mineral and oil and gas
exploration both at Rochester and elsewhere in North
America and Australia. Despite detailed geologic
investigations at Rochester both by the Company and by leading
gold mining companies, there was insufficient encouragement
from exploration results to warrant further investigations
or activity at Rochester. In 2002 and 2003 the Registrant
sold thirteen patented mining claims in the Rochester Mining
district for $82,192 and is pursuing the sale of the additional
eighteen claims in the district. The Registrant anticipates
receiving approximately $150,000 from the remaining property
and recorded an impairment loss in the carrying amount of
Assets held for sale of $268,000 during the third quarter
of 2003.
In 2003 the Registrant acquired a 25% interest in two
petroleum exploration permits in the North West Shelf area
of the Carnarvon Basin, offshore Western Australia. The
interest was acquired from two public companies, Octanex NL
and Strata Resources NL, of which Mr. E.G. Albers, a member
of the Registrant's board, is a major shareholder and director.
The Registrant acquired the 25% interest by issuing a total of
15,000,000 shares of Restricted Common Stock and 19,091,550
shares of Restricted $.015 Cumulative Convertible Preferred
Stock to meet a $969,550 funding requirement associated with
the interest. The initial exploration program has consisted
of acquiring and interpreting existing open-file seismic data
including 2D and 3D seismic data sets and the shooting of
2,250 kilometers of new 2D seismic surveying. All costs above
$969,550 to be expended on the Exmouth Joint Venture Project
shall be shared by the participants in accordance with their
interests. The Registrant has received approval from the
Western Australia Offshore Petroleum Authority for the Farm
In interest in the petroleum exploration permits, WA-322-P
and WA-329-P, which comprise the Exmouth Joint Venture Project.
General and administrative expenses increased for the
three months ended January 31, 2004 compared to the three months
ended January 31, 2003 primarily due to the Registrant's higher
level of activity in evaluating various opportunities during 2004.
The Registrant plans to continue its oil and gas exploration
activities. To advance these plans, the Company has established
a representative office in Melbourne, Australia and in Prescott,
Arizona.
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 $150,000 for the property.
(7)
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 the sale of its interest in the
Australian permits or 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.
(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, 2004.
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, 2004 By: /s/ W. Ray Hill
_____________________
W. Ray Hill
Principal Financial Officer
Date: March 12, 2004 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, 2004 /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,
2004 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, 2004 /s/W. Ray Hill
______________
W. Ray Hill
Chief Executive Officer and
Chief Financial Officer