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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 APRIL 30, 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 April 30, 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
April 30, 2004 . . . . . . . 1 - 2
Statements of Operations for the
Six Months and Three Months
ended April 30, 2004 and 2003 . . . . . . . 3
Statements of Cash Flows Six Months
Ended April 30, 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, April 30,
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, April 30,
2003 2004
(Audited) (Unaudited)
Total liabilities
Accounts payable and other liabilities $ 5 $ 31
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 3721
Deficit accumulated during the
development stage (5,555) (5,584)
__________ _________
Total stockholder's equity 467 438
__________ _________
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 Six Months For the Three Months
Ended April 30, Ended April 30,
2003 2004 2003 2004
Revenues:
Interest $ - - $ - -
______ ______ ______ ______
- - - -
Costs and expenses:
General and administrative 55 29 37 19
______ ______ ______ ______
Net loss (Note 2) $ (55) (29) (37) (19)
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 Six Months Ended April 30,
2003 2004
Cash flows from operating activities:
Net loss $ (55) $ (29)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Depreciation, depletion
and amortization - -
Changes in assets and liabilities:
Increase in accounts payable - 26
Net cash used in operating
activities (55) (3)
______ ______
Cash flows from investing activities:
Acquisition of property and
equipment 7 -
______ ______
Net cash from investing activities 7 -
______ ______
Cash flows from financing activities:
Proceeds from payment on long
term debt - -
______ ______
Net cash from financing activities - -
______ ______
Decrease in cash (48) (3)
Cash at beginning of period 94 4
______ ______
Cash at end of period $ 46 $ 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 six months ended April 30, 2004 and April 30, 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
April 30, 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 six months ended April 30, 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%
interestin 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
included acquiring and interpreting existing open-file 2D and 3D
seismic data sets and preparation for the shooting of new seismic.
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.
General and administrative expenses decreased for the six
months ending April 30, 2004 compared to the six months ended April
30, 2003 primarily due to the Registrant's decreased level of
activity in evaluating various opportunities during the period.
The Registrant plans to continue its oil and gas exploration
activities, which are administered, from 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 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 any 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 vents 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 April 30, 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: June 9, 2004 BY: /s/ W. Ray Hill
______________________________
W. Ray Hill
Principal Financial Officer
Date: June 9, 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: June 9, 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 April 30, 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: June 9, 2004 /s/W. Ray Hill
__________________________
W. Ray Hill
Chief Executive Officer and
Chief Financial Officer