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, 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 July 31, 2003
Common stock, $.001 par value 90,712,039 shares
ROCKY MOUNTAIN MINERALS, INC.
INDEX TO FORM 10-Q
PART 1. FINANCIAL INFORMATION:
Item 1. Financial Statements PAGE
----
Balance Sheet, October 31, 2002 (audited)
and July 31, 2003 (unaudited)................................. 1 - 2
Statements of Operations for the
Nine Months and Three Months
ended July 31, 2003 and 2002 (unaudited)...................... 3
Statement of Stockholder's Equity for the
Nine Months Ended July 31, 2003 (unaudited)................... 4
Statements of Cash Flows Nine Months
Ended July 31, 2003 and 2002 (unaudited)...................... 5
Notes to Financial Statements (unaudited)..................... 6
Item 2. Management's Discussion and Analysis
of Financial Condition and
Results of Operations......................................... 7 - 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
ASSETS
(Amounts in thousand, except per share data)
October 31, July 31,
2002 2003
(Audited) (Unaudited)
ASSETS
Current Assets:
Cash $ 94 $ 16
Assets held for sale 425 150
-------- --------
Total current assets 519 166
Investment in joint venture -- 158
-------- --------
TOTAL ASSETS $ 519 $ 324
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,
2002 2003
(Audited) (Unaudited)
Total liabilities
Accounts payable $ 4 $ 5
Registration costs - 40
Stockholders' equity:
Preferred Stock; $.05 par value,
$.015 cumulative dividends,
convertible; 44,000,000 shares
authorized, 44,000,000 shares
issued and outstanding 1,245 2,200
Common Stock; $.001 par value,
250,000,000 shares authorized
90,712,039 shares issued and
outstanding 86 91
Capital in excess of par value 4,373 3,531
Deficit accumulated during the
development stage (5,189) (5,543)
---------- ---------
Total stockholder's equity 515 279
---------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 519 $ 324
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,
2002 2003 2002 2003
Revenues:
Interest $ - - $ - -
------- ------- ------- -------
- - - -
Costs and expenses:
General and administrative 99 86 37 31
Write-down of assets
held for sale - 268 - 268
------- ------- ------- -------
Net loss (Note 2) $ (99) (354) (37) (299)
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 STOCKHOLDERS' EQUITY
For the nine months ended July 31, 2003
(Unaudited)
Capital in Accumulated
Preferred stock Common stock Excess of Par Deficit
---------------- ---------------- --------------- -------------
Shares Amount Shares Amount
------ ------ ------- ------
Balance, October 31, 2002 24,909 $1,245 85,712 $86 $4,373 $(5,189)
Issuance of stock for investment
in joint venture 19,091 955 5,000 5 (842) --
Net loss for the nine months
Ended July 31, 2003 -- -- -- -- -- (354)
------- ------ ------- ------ ------- --------
Balance, July 31, 2003 44,000 $2,200 90,712 $91 $3,531 $(5,543)
====== ====== ======= ====== ======= ========
See accompanying notes.
(4)
ROCKY MOUNTAIN MINERALS, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
For the Nine Months Ended July 31,
2002 2003
Cash flows from operating activities:
Net loss $ (99) $ (86)
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 (1) 1
--------- ----------
Net cash used in operating
activities (95) (85)
--------- ----------
Cash flows from investing activities:
Proceeds from sale of assets held
for sale 74 7
--------- ----------
Net cash provided by
investing activities 74 7
--------- ----------
Cash flows from financing activities:
- -
--------- ----------
Net cash from financing activities - -
--------- ----------
Decrease in cash (21) (78)
Cash at beginning of period 139 94
--------- ----------
Cash at end of period $ 118 $ 16
========= ==========
See accompanying notes.
(5)
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 nine
months ended July 31, 2003 and July 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 July 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 July 31, 2003 and 2002 of
88,701 shares and 85,712 shares, respectively, and during the nine months
ended July 31, 2003 and 2002 of 86,719 shares and 85,712 shares,
respectively.
4) During the period ended July 31, 2003, the Company determined that the
carrying amount of Assets held for sale is not recoverable from its
discounted cash flows and recognized an impairment loss of $268.
5) In April 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, from two unlisted public companies. Mr. E.G.
Albers, a member of the Registrant's board, is also a shareholder and
director of these two public companies. The area represented by the permits
is approximately 356,000 acres, and the project is known as the Exmouth
Joint Venture Project. In agreeing to earn a 25% interest in the project,
the Registrant issued 5,000,000 shares of Restricted Common Stock and
19,091,550 shares of Restricted $0.015 Cumulative Convertible Preferred
Stock. In September 2003, the Registrant has agreed to issue an additional
10,000,000 shares of Restricted Common Stock, when taken with the previous
issue aforesaid, to meet a $969,550 funding requirement associated with the
interest.
(6)
ROCKY MOUNTAIN MINERALS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS, Continued
(Unaudited)
The initial exploration program will consist 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
subsequent costs above $969,550 relating to the Joint Venture shall be
shared by the Participants in accordance with their interests and governed
by the Joint Venture Operation Agreement. The Registrant has received
approval from the Western Australian Offshore Petroleum Authority for the
farmin to a 25% interest in the petroleum exploration permits, WA-322-P and
WA-329-P, which presently comprise the Exmouth Joint Venture Project.
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 decreased for the three and nine months
ending July 31, 2003 as compared to the three and nine months ended July 31,
2002 primarily due to the Registrant's lower level of activity in evaluating
various business opportunities during 2003.
In May 2002 and April 2003 the Registrant sold thirteen patented mining
claims in the Rochester Mining District to Independent Milling, LLC. The net
consideration received by the Registrant was $82,192. While the additional 310
acres owned by the Registrant in the Rochester District are being held for sale,
the Company has recognized an impairment loss of $268 during the period ended
July 31, 2003.
The Company plans to seek out further 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 has established a representative
office in Melbourne, Australia and Prescott, Arizona.
(7)
ROCKY MOUNTAIN MINERALS, INC.
(A Development Stage Company)
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 its Rochester property on the market for sale
and anticipates receiving approximately $150,000 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.
(8)
PART II. OTHER INFORMATION
ROCKY MOUNTAIN MINERALS, INC.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
31.1 CEO and CFO Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 CEO and CFO Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K.
Form 8-Ks filed May 1, 2003 and June 5, 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: September 22, 2003 By: /s/ W. Ray Hill
------------------------------
W. Ray Hill
Principal Financial Officer
Date: September 22, 2003 By: /s/ W. Ray Hill
------------------------------
W. Ray Hill
Principal Executive Officer
(9)