UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended April 30, 2003
Commission file Number 0-9558
INTERMOUNTAIN RESOURCES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 84-0817164
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
P. O. Box 51600
Sparks, Nevada 89435
(Address of principal executive offices)
Registrant's telephone number, including area code (775) 359-2884
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value
(Title of Class)
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_____
The market value of the 7,859,000 common shares held by
nonaffiliates was not determinable as of the last business day of
the Registrant's most recently completed second fiscal quarter
because there were no bid or asked prices available at such date.
At June 30, 2003, there were 13,700,000 common shares (the
Registrant's only class of voting stock) outstanding.
Documents incorporated by reference: None
Part I
------
Item 1. Business.
General
-------
Intermountain Resources, Inc. (the "Company"), was organized
under Nevada law on May 12, 1980, for the primary purpose of
acquiring, developing, and if economically warranted achieving
production of precious minerals, primarily silver and gold. As
of this date the Company has no mineral properties.
The Company's operations have been oriented toward the
acquisition of possessory, leasehold, or fee simple interests in
nonproducing mineral prospects. In light of the Company's
limited financial resources, there are no present plans to
acquire interests in any nonproducing mineral properties. A
Board of Directors meeting was held May 1, 2002, to consider the
future of the Company. A consensus was reached that the Company
should seek some individual or group who would be interested in
taking control of the Company and recapitalizing it. During the
year ended April 30, 2003, preliminary discussions were held with
two such groups; however, neither discussion was fruitful. Pending
unforeseen developments, the Company will be in a dormant state.
Recent Activities
-----------------
During the years from 1982 to 1988, the Company conducted a
grass roots reconnaissance exploration program in portions of the
Western United States. At April 30, 2002, the Company held three
groups of unpatented claims. The Company did not have sufficient
cash at August, 31, 2002, to pay the required Federal rentals of
$100 per claim to maintain the claims for another year so the
claims were dropped.
On June 13, 2000, the Company sold its patented mining claims
located in the Aurora Mining District, Mineral County, NV for $80,000.
The Company has engaged in only one industry segment, the
exploration and development of mineral prospects for silver and
gold.
The Company does not currently engage in any research and
development activities. The Company does not own any patents,
trademarks, licenses, franchises or concessions. Backlog is not
material to an understanding of the Company's business. No
portion of the Company's business is subject to renegotiation of
profits or termination of contracts at the election of the
federal government. The Company has no operations in foreign
countries and no sales or revenues derived from customers in
foreign countries. The Company has no full time employees.
Item 2. Properties.
At April 30, 2003, the Company had no mineral prospects or
other property, plant and equipment.
Item 3. Legal Proceedings.
By letter dated March 10, 1994, the Forest Service notified
the Company that the Forest Service has determined a release of
hazardous substances covered under the Comprehensive
Environmental Response, Compensation, and Liability Act occurred
at Siskon Mine, located on the Klamath National Forest. The
Company was named as a potentially responsible party along with
six other corporations or individuals. By letter dated March 31,
1994, the Company advised the Forest Service that the Company at
one time had an option to lease the property and during the
option period performed assessment work required by the 1872
Mining Law. However, at no time did the Company have an
ownership interest (or even an interest as lessee) in either the
Siskon Mine or the mining claims that covered the subject lands
nor had the Company ever attempted to operate the property.
In a letter dated May 24, 1994, the Forest Service stated,
". . . we believe it is possible a court of law could find such
activities to be "operations" within the liability provisions of
CERCLA 107(a)." That letter transmitted a series of questions
concerning the activities of the Company and other entities and
individuals with respect to the property. The Company responded
to the questions of the Forest Service by letter dated July 7,
1994. On November 27, 1996, the Company received a letter from
the Forest Service inviting the submission by November 29, 1996
of an offer to settle the matter. The Company requested an
extension of time to January 15, 1997 to respond. By letter dated
January 13, 1997, the Company denied any responsibility for the
matters described by the Forest Service, and advised them that the
Company has neither the technical expertise nor financial capability
to conduct the response actions contemplated by them.
The Company received a letter dated July 31, 2001, from the
Forest Service which stated in part, "Based on information currently
available, the Forest Service has no plans to seek recovery of its
response costs from Intermountain Resources, Inc."
The Company knows of no other pending legal proceedings or
governmental investigations or proceedings to which the Company
is or may be a party.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the fourth quarter of the
Company's fiscal year ended April 30, 2003, to a vote of
shareholders, through the solicitation of proxies or otherwise.
Part II
-------
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters.
There is no active market for the Company's common stock,
$.01 par value.
The Company has not, since inception, paid dividends on its
common stock, nor does the Company contemplate paying dividends
in the foreseeable future.
As of April 30, 2003, there were approximately 800
shareholders of record of the Company's common stock.
Item 6. Selected Financial Data.
Year Ended April 30,
Operating Summary 2003 2002 2001 2000 1999
---- ---- ---- ---- ----
Total income $ -- $ 299 $ 82,322 $ 5,049 $ 23,694
Net earnings (loss) (7,493) (31,308) 11,015 (50,498) (35,476)
Net earnings (loss)
per common share -- -- -- -- --
Balance Sheet April 30,
Summary 2003 2002 2001 2000 1999
---- ---- ---- ---- ----
Current assets $ 559 $ 6,539 $ 37,847 $ 20,832 $ 75,123
Current liabilities -- -- -- -- 3,794
Total assets 559 7,052 38,360 27,345 81,637
Total liabilities -- -- -- -- 3,794
Equity 559 7,052 38,360 27,345 77,843
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The following discussion should be read in conjunction with
the Company's financial statements contained in Item 8 of this
report.
Liquidity and Capital Resources
- -------------------------------
At April 30, 2003, the Company had working capital of
$559. This is not a sufficient amount of money with which to
undertake any significant activity. Therefore, the Company's
activities will cease unless some individual or group takes
control of the Company and recapitalizes it.
The Company has not engaged in any transaction involving
"derivatives" nor does the Company expect to do so; thus,
exposure to the volatility of these investment instruments is
nonexistent.
Results of Operations
- ---------------------
General
- -------
The Company's mining revenues (production royalties and
advance minimum royalties except in 2001 when the patented
mining claims in the Aurora Mining District were sold for
$80,000) were erratic. Historically, the monies received in
any one year were a result of new leases signed during a year
which were, in turn, a function of fluctuating industry interest
in geographic areas in which the Company's prospects were located.
Amounts received in any one year were not necessarily predictive
of amounts (if any) which may have been received in the future.
Fiscal 2003
- -----------
There were no mining revenues during the year nor were there
any unallocated exploration expenses during the year.
General and administrative expenses decreased some $24,000
primarily due to the cessation of salary payments together with
associated payroll tax expense.
Fiscal 2002
- -----------
There were no mining revenues during the year.
Unallocated exploration expense (primarily Federal delay rentals
on unpatented claims) amounted to $2,688 for the year.
General and administrative expenses decreased $32,000. Salary
expense was $20,000 less than in the prior year; professional fees
(primarily audit expense) were $8,000 less than in the prior year; the
remainder of the decrease consisted of small miscellaneous items.
Fiscal 2001
- -----------
Mining revenues amounted to $80,000, the gross proceeds
received from the sale of the patented claims in the Aurora
Mining District.
Unallocated exploration expense decreased by $3,400
because no exploratory work was performed during the year.
General and administrative expenses increased $13,000.
Fees for auditing services and quarterly reviews comprised
$9,000 of the increase; and the remainder consisted of small
miscellaneous items.
The $6,000 carrying value of the patented claims in the
Aurora Mining District was written off as a result of the sale
of those claims.
Effect of Price Changes
- -----------------------
Inflation has not significantly affected the cost of
exploring for precious metals. Prices of these commodities have
fluctuated widely during the year and may continue to do so.
Item 7A. Market Risk
Required disclosures concerning market risk are not applicable.
Item 8. Financial Statements and Supplementary Data.
Index to Financial Statements and Supplemental Schedules
INDEPENDENT AUDITOR'S REPORT on Financial Statements for
the years ended April 30, 2002 and 2001
Financial Statements for the Years Ended
April 30, 2003 (unaudited), 2002, and 2001
Balance Sheets
Statements of Operations and Accumulated Deficit
Statements of Cash Flows
Notes to Financial Statements
The Company meets the requirements of Rule 3-11 of Regulation S-X
for the year ended April 30, 2003. Therefore the financial statements for
that year are unaudited.
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Intermountain Resources, Inc.
I have audited the accompanying balance sheets of Intermountain Resources,
Inc. as of April 30, 2002 and 2001, and the related statements of operations and
accumulated deficit and cash flow for each of the two years then ended.
These financial statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these financial statements based
on my audit.
I conducted my audits 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 disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. 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 Company's financial position as of April 30, 2002
and 2001, and the results of its operations and its cash flow for each of
the two years then ended in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company's significant operating losses and minimal
working capital raise substantial doubt about its ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
DALE W. MCGHIE
Reno, Nevada
May 17, 2002
INTERMOUNTAIN RESOURCES, INC.
BALANCE SHEETS
April 30, 2003 (unaudited) and 2002
- -----------------------------------------------------------------------------
ASSETS 2003 2002
Unaudited Audited
--------- ---------
Current asset - Cash $ 559 $ 6,539
Mineral Properties (notes 1 and 3) -- 513
------- -------
$ 559 $ 7,052
======= =======
LIABILITIES AND
STOCKHOLDERS' EQUITY
Contingent liabilities (note 5) $ -- $ --
------- -------
Stockholders' equity:
Common stock, par value $.01
per share. Authorized
25,000,000 shares; issued
and outstanding 13,700,000
shares. 137,000 137,000
Additional paid-in capital (note 2) 1,352,318 1,351,318
Accumulated deficit (1,488,759) (1,481,266)
--------- ---------
559 7,052
--------- ---------
$ 559 $ 7,052
========= =========
The accompanying notes are an integral part of these financial statements.
INTERMOUNTAIN RESOURCES, INC.
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
For the years ended April 30, 2003 (unaudited), 2002, and 2001
- ---------------------------------------------------------------------------
2003 2002 2001
Unaudited Audited Audited
--------- ----------- -----------
REVENUES:
Mining revenues $ -- $ -- $ 80,000
Interest income -- 299 2,322
------- ------- ------
Total -- 299 82,322
------- ------- ------
EXPENSES:
Write down of mineral property 513 -- 6,000
Unallocated exploration -- 2,688 3,860
General 6,980 28,919 61,447
------- ------- ------
Total 7,493 31,607 71,307
------- ------- ------
NET INCOME (LOSS) (7,493) (31,308) 11,015
ACCUMULATED DEFICIT:
Beginning of year (1,481,266) (1,449,958) (1,460,973)
--------- --------- ---------
End of year $(1,488,759) $(1,481,266)$(1,449,958)
========= ========= =========
NET INCOME (LOSS)
PER COMMON SHARE $ -- $ -- $ --
========== ========== ==========
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 13,700,000 13,700,000 13,700,000
========== ========== ==========
The accompanying notes are an integral part of these financial statements.
INTERMOUNTAIN RESOURCES, INC.
STATEMENTS OF CASH FLOWS
For the years ended April 30, 2003 (unaudited), 2002, and 2001
- -----------------------------------------------------------------------------
2003 2002 2001
Unaudited Audited Audited
--------- ------- -------
CASH PROVIDED BY
(USED IN) OPERATING
ACTIVITIES:
Net income (loss) $( 7,493) $(31,308) $ 11,015
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Write down of mineral property 513 -- 6,000
------ ------ ------
Net cash provided by
(used in) operating
activities ( 6,980) (31,308) 17,015
CASH PROVIDED BY FINANCING ACTIVITY:
Contribution to additional paid-in
capital by officer (note 2) 1,000 -- --
CASH AND CASH
EQUIVALENTS -
Beginning of year 6,539 37,847 20,832
------- ------- ------
End of year $ 559 6,539 37,847
======= ======= ======
The accompanying notes are an integral part of these financial statements.
INTERMOUNTAIN RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
For the years ended April 30, 2003 (unaudited), 2002, and 2001
- -----------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations: Intermountain Resources, Inc. was
incorporated under Nevada law on May 12, 1980, for the
primary purpose of acquiring, developing, and, if economically
warranted, achieving production of precious minerals, primarily
gold and silver.
Use of Estimates: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses
during the reporting period. Actual results may differ from
those estimates.
Comprehensive Income Items: Companies are required to present
comprehensive income (consisting primarily of net income plus other
direct equity charges and credits) and its components as part of
the basic financial statements. The Company's financial statements
do not contain any changes in equity that are required to be reported
separately in comprehensive income.
Cash and Cash Equivalents: For purposes of preparing the statement
of cash flows, the Company considers money market funds and
certificates of deposit with a maturity of three months or less to
be cash equivalents.
Mineral Properties: Acquisition and exploration costs are initially
capitalized and will be, in general, amortized ratably over
production or will be charged to expense upon disposition of the
properties.
Unallocated Exploration Expenses: Expenses incurred in general
exploration and evaluation of properties for potential acquisition
and cost of completing required assessment work as well as Federal
delay rentals were charged to expense unless a property was actually
acquired.
Dividends: In accordance with Nevada Revised Statutes, the Company's
dividend policy prohibits payments of dividends in excess of its
retained earnings.
2. GOING CONCERN
The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. As
shown in the financial statements, the Company has achieved minimal
earnings or incurred operating losses for several years and has
minimal working capital at April 30, 2003. These factors, among
others, may indicate that the Company may be unable to continue as
a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of
recorded asset amounts or the amount and classification of liabilities
that might be necessary should the Company be unable to continue
as a going concern. The Company's continuation as a going concern
is dependent upon its ability to generate sufficient cash flow to
meet its obligations on a timely basis and, ultimately, to attain
successful operations. Therefore, the Company's activities may be
expected to cease during fiscal 2004 unless some individual or group
takes control of the Company and recapitalizes it.
On March 3, 2003, the President of the Company made a $1,000 cash
contribution to provide working capital to the Company. The
contribution has been credited to additional paid-in capital. No
inference should be drawn that the President will make similar
contributions in future.
3. MINERAL PROPERTIES
The following tabulation shows the mineral prospect inventory of
the Company and the capitalized cost associated with each prospect:
2003 2002
---- ----
Elizabeth $ - $ 476
Iron Point - 1
MD - 36
----- ------
Total $ - $ 513
===== ======
As with most natural resource prospects, the economic worth of the
above assets bears no particular relationship to their recorded cost.
4. INCOME TAXES
The Company provides for deferred income taxes on temporary differences
between amounts reported for financial statement and income tax purposes.
The Company's total deferred tax asset and deferred tax liability at
April 30, 2003 and 2002 is as follows:
2003 2002
---- ----
Total deferred tax asset $ 89,000 $105,000
Total deferred tax liability -- --
------- -------
89,000 105,000
Deferred tax asset valuation allowance ( 89,000) (105,000)
------- -------
$ -- $ --
======= =======
The deferred tax asset as of April 30, 2003 and 2002 resulted from
Federal net operating loss carryforwards. For the years ended
April 30, 2003 and 2002, $25,000 and $88,000 respectively in Federal
net operating losses expired and the losses will continue to expire
through the year ending April 30, 2023. As the Company does not
anticipate the ability to utilize the net operating losses before
they expire, a valuation allowance has been established to offset
the net deferred tax asset.
As mentioned above, the Company has Federal net operating losses from
prior years which are available to use to offset taxable income.
5. CONTINGENCY
By letter dated March 10, 1994, the Forest Service notified the
Company that the Forest Service has determined a release of hazardous
substances covered under the Comprehensive Environmental Response,
Compensation, and Liability Act occurred at Siskon Mine, located on
the Klamath National Forest. The Company was named as a potentially
responsible party along with six other corporations or individuals.
By letter dated March 31, 1994, the Company advised the Forest Service
that the Company at one time had an option to lease the property and
during the option period performed assessment work required by the 1872
Mining Law. However, at no time did the Company have an ownership
interest (or even an interest as lessee) in either the Siskon Mine or
the mining claims that covered the subject lands nor had the Company
ever attempted to operate the property.
In a letter dated May 24, 1994, the Forest Service stated, ". . . we
believe it is possible a court of law could find such activities to
be "operations" within the liability provisions of CERCLA 107(a)."
That letter transmitted a series of questions concerning the
activities of the Company and other entities and individuals with
respect to the property. The Company responded to the questions of
the Forest Service by letter dated July 7, 1994. On November 27,
1996, the Company received a letter from the Forest Service inviting
the submission by November 29, 1996 of an offer to settle the matter.
The Company requested an extension of time to January 15, 1997 to
respond. By letter dated January 13, 1997, the Company denied any
responsibility for the matters described by the Forest Service, and
advised them that the Company has neither the technical expertise nor
financial capability to conduct the response actions contemplated
by them.
The Company received a letter dated July 31, 2001, from the Forest
Service which stated in part, "Based on information currently available,
the Forest Service has no plans to seek recovery of its response costs
from Intermountain Resources, Inc."
- ----------------------------------------------------------------------
Item 9. Disagreements on Accounting and Financial Disclosure.
There have been no disagreements between the Company and its
independent auditors concerning any matter of accounting principle or
practice or financial statement disclosure which would be required to
be reported under this item.
Part III
--------
Item 10. Directors and Executive Officers of the Registrant.
The following table sets forth certain information with
respect to the directors and executive officers of the Company:
Period of
Service as
Position(s) an Officer
Name Age With the Company or Director Term Expires
- ---- --- ---------------- ----------- ------------
Lewis W.
Watson(1) 61 Pres., Treas. May, 1980 to Next Annual
and Director date Meeting
Thomas C.
Pool 61 Sec. and Director May, 1980 to Next Annual
date Meeting
Maurice O.
Reiber(1) 72 Director May, 1980 to Next Annual
August, 1982; Meeting
and June, 1984
to date
Gerald G.
Reiber(1) 66 Director May, 1980 to Next Annual
August, 1982; Meeting
and June, 1984
to date
(1) May be deemed a "parent" or "founder" of the Company
All directors of the Company will hold office until the next
annual meeting of shareholders and until their successors have
been elected and qualified. The officers of the Company, who are
elected at the annual meeting of the Board of Directors, hold
office until their successors are chosen and qualified, or until
their death, resignation or removal.
There is no family relationship between or among directors
and officers of the Company, except that Maurice O. Reiber and
Gerald G. Reiber are brothers.
The following are brief accounts of the business experience
of each director and officer of the Company:
Lewis W. Watson has been President, Treasurer and a director
of the Company since its inception. He is a certified public
accountant.
Thomas C. Pool has been a director of the Company since
October, 1982. He is a registered professional engineer in the
State of Colorado who has worked in various capacities in the
mining industry since his graduation from Colorado School of
Mines in 1968. Mr. Pool has advised the Company that Colorado
does not register engineering specialties.
Maurice O. Reiber was employed by the City and County of
Denver Building Inspection Division from 1966 to his retirement
in February, 1988.
Gerald G. Reiber was employed by Adolph Coors Company as a
metal worker from 1969 until his retirement May 1, 1995.
No director of the Company serves as a director of any
other company with a class of securities registered pursuant
to the Securities Exchange Act of 1934 or subject to the
requirements of Section 15(d) of that Act or any company
registered as an investment company under the Investment
Company Act of 1940.
Item 11. Executive Compensation.
Compensation paid to Lewis W. Watson during the three years
ended April 30, 2003, is set forth in the following tabulation.
Year Amount
---- ------
2003 $ -
2002 20,000
2001 40,000
Pursuant to a resolution of the Board of Directors dated
January 1, 1995, Mr. Watson has been compensated at a rate of
$40,000 per year subject to the Company's ability to pay. This
arrangement has been acceptable to Mr. Watson and is deemed by
the Board of Directors to be reasonable for the time and effort
expended by him.
Services performed by the president during the three fiscal
years ended in 2003 included quarterly, annual and other
periodic filings with Federal and state tax and regulatory
authorities and presentation of data on properties and
negotiations with prospective lessees and/or purchasers.
None of the officers or directors are paid any fees for
attending board of directors meetings. However, all of the
officers and directors are reimbursed for any out-of-pocket
expenses incurred in connection with the Company's business
including travel expenses.
The Company has no retirement, pension or profit-sharing
programs. However, the Company, at its discretion, may adopt one
or more of such programs or may adopt health insurance or term
life insurance at some time in the future.
Other than as set forth above, no director or officer of the
Company, or any 5% or more security holder or any relative or
spouse of any of the foregoing persons, has had any material
transactions since the beginning of the Company's last fiscal
year or has any presently proposed material transactions with the
Company.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
Set forth below is certain information as of April 30, 2003,
concerning the beneficial ownership of the Company's common stock
by those persons known to the Company to be the beneficial owner
of more than five percent of the common stock, by its directors
and by its officers and directors as a group:
Name, Address of
Beneficial Owner/ Number Type of % of
Title of Class Number of Persons of Shares Ownership Class
- -------------- ----------------- --------- --------- -----
Common Stock Lewis W. Watson 3,233,000 Direct(1) 23.6%
$.01 par value P. O. Box 51600
Sparks, NV 89435
Common Stock Maurice O. Reiber 1,250,000 Direct(1) 9.1%
$.01 par value 5051 W. Geddes Cir.
Littleton, CO 80123
Common Stock Gerald G. Reiber 1,250,000 Direct(1) 9.1%
$.01 par value 1860 24th Ave.
Greeley, CO 80631
Common Stock Thomas C. Pool 108,000 Direct(1) .8%
$.01 par value 2024 Golden Vue Dr.
Golden, CO 80401
Common Stock All officers and
$.01 par value directors as a group
(five persons) 5,841,000 42.6%
(1) Includes shares over which the named individual exercises sole voting
and investment powers.
The Company knows of no arrangements, including any pledge of
securities, which might at a subsequent date result in a change of
control of the Company. However, in the event of a purchase of control by
other persons, or a merger, the shareholders and management listed above
would no longer own the percentages set forth above, and shareholders would
then be subject to decisions by the new control parties.
Item 13. Certain Relationships and Related Transactions.
The information required by this item is contained in Item
11 above.
Item 14. Controls and Procedures
The registrant's principal executive officer and principal financial
officer (the same individual) have concluded that the registrant's
disclosure controls and procedures as of April 30, 2003, are adequate
for the level of activity carried on by the registrant. There have been
no significant changes in the registrant's internal controls or in other
factors that could significantly affect these controls subsequent to the
date of their evaluation.
The "CERTIFICATION" appended hereto as required by SEC Release
No. 33-8124 is in the form "exactly as specified" in that Release.
However, the reader of this Form 10-K is cautioned that the registrant
has no other certifying officer(s), no consolidated subsidiaries, no
unconsolidated subsidiaries, and no audit committee (although the Board
of Directors as a whole would fulfill this function on an as needed
basis). Additionally, the financial statements for the year ended
April 30, 2003, are unaudited and no inference to the contrary should
be drawn from the specified language in the "CERTIFICATION".
Part IV
-------
Item 15 Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
(a) (1) Financial Statements The following financial
statements of the Company are included in Part II, Item 8 of this
Report:
Financial Statements for the Years Ended April 30, 2003 (unaudited),
2002, and 2001:
Balance Sheets
Statements of Operations and Accumulated Deficit
Statements of Cash Flows
Notes to Financial Statements
(2) Exhibits The following exhibits are filed herewith
pursuant to Item 601 of Regulation S-K or are incorporated by
reference to previous filings:
Exhibit
Table No. Document Reference
- --------- -------- ---------
( 3) Articles of Incorporation and Bylaws (1)
( 4) Instruments defining the rights of security
holders, including indentures None
( 9) Voting Trust Agreement None
(10) Material Contracts None
(11) Stmt re: Computation of per share earnings (2)
(12) Statement re: Computation of ratios None
(13) Annual Report to security holders, Form 10-Q or
quarterly report to security holders None
(16) Letter re: Change in certifying accountants None
(18) Letter re: Changes in accounting principles None
(21) Subsidiaries of the Registrant None
(22) Published report regarding matters submitted to
vote of security holders None
(23) Consents of experts and counsel None
(24) Power of Attorney None
(99) Additional exhibits None
(1) Filed with Registration Statement No. 2-69700 (under the
Securities Act of 1933) as Exhibits 3.1 and 3.2, respectively
and incorporated herein by reference.
(2) Not required since information is ascertainable from financial
statements.
(b) No reports on Form 8-K were filed by the Company during
the three months ended April 30, 2003.
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Company has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
INTERMOUNTAIN RESOURCES, INC.
July 2, 2003 By/s/ L. W. Watson
L. W. Watson, President
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed by the following persons on
behalf of Intermountain Resources, Inc. and in the capacities and
on the dates indicated.
July 2, 2003 /s/ L. W. Watson
L. W. Watson, President and
Director (Principal Executive
Officer, Principal Financial
and Accounting Officer)
July , 2003 /s/ Thomas C. Pool
Thomas C. Pool, Director
July 2, 2003 /s/ Maurice O. Reiber
Maurice O. Reiber, Director
July 1, 2003 /s/ Gerald G. Reiber
Gerald G. Reiber, Director
CERTIFICATION
I, L. W. Watson, certify that:
1. I have reviewed this annual report on Form 10-K of Intermountain
Resources, Inc.;
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements and other financial
information included in this annual 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 annual report;
4. The registrant's other certifying officers and I are 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 insure 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 annual 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
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
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. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: July 2, 2003 /s/L. W. Watson