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, 2000 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) 5801 Lumberdale, Houston, Texas 77092 (Address of principal executive offices and Zip Code) (713) 683-0939 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 . APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes _ . No . APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of stock, as of the latest practicable date: Class Outstanding at January 31, 2000 Common stock, $.001 par value 85,712,039 shares PART I. FINANCIAL INFORMATION ROCKY MOUNTAIN MINERALS, INC. (A Development Stage Company) BALANCE SHEET (Unaudited) ASSETS (Amounts in thousand, except per share data) October 31, January 31, 1999 2000 (Audited) (Unaudited) ASSETS Current Assets: Cash $ 271 $ 262 Accounts Receivable - - Assets held for sale 500 500 _________ _________ Total current assets 771 762 ________ ________ 771 762 Property and equipment Equipment -- -- Undeveloped mineral interest -- -- Developed mine dumps and tailings -- -- Producing oil and gas properties -- -- __________ _________ Less Accummulated Depreciation -- -- __________ __________ TOTAL ASSETS 771 762 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, 1999 2000 (Audited) (Unaudited) Current liabilities: Accounts Payable $ 8 $ -- Accrued: Salaries -- -- Property Taxes -- -- Other -- -- __________ __________ Total current liabilities 8 -- Stockholders' equity: Preferred Stock; $.05 par value, $.015 cumulative dividends, convertible; 44,000,000 shares authorized, 26,240,450 shares issued and outstanding 1,245 1,245 Common Stock; $.001 par value, 250,000,000 shares authorized 85,179,239 shares issued and outstanding 86 86 Capital in excess of par value 4,373 4,373 Deficit accumulated during the development stage (4,941) (4,942) __________ _________ Total stockholder's equity 763 762 __________ __________ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) 771 762 See accompanying notes. (2) ROCKY MOUNTAIN MINERALS, INC. (A Development Stage Company) STATEMENT OF OPERATIONS (Unaudited) For the Three Months Ended January 31, 1999 2000 Revenues: Interest - - Royalty and lease bonus 0 - ______ _______ 0 0 Costs and expenses: General and administrative 5 2 Depreciation, depletion and amortization - - Interest - - ________ _______ Net Income (loss)(Note 2) (5) (2) Loss per share (Note 3): $ 0 $ 0 ======== ======== See accompanying notes. (3) ROCKY MOUNTAIN MINERALS, INC. (A Development Stage Company) STATEMENT OF CASH FLOWS (Unaudited) ASSETS For the Three Months January 31, 1999 2000 Cash Flows from Operating Activities: Net (loss) $ - $ - Adjustments to reconcile Net (loss) to Net cash used in Operating Activities: Depreciation, Depletion and Amortization - - Other items - Net 20 9 _________ ________ Net Cash used in Operating Activities 20 9 _________ ________ Cash Flows from Investing Activities: Acquisition of Property & Equipment $ - $ - Net Cash provided by (used in) Investing Activities - - _________ _________ Cash Flows from Financing Activities: Proceeds from Payment on Long Term Debt - - Net Cash provided by (used in) Investing Activities - - _________ ________ Increase (Decrease) in Cash (20) (9) Cash at beginning of period 300 271 _________ ________ Cash at end of period $ 280 $ 262 ========= ======== See accompanying notes. (4) ROCKY MOUNTAIN MINERALS, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Unaudited) (1) In the opinion of the Company, the accompanying unaudited financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of January 31, 2000, and the results of operations for the three months ended January 31, 2000 and 1999, and cash flows for the three months ended January 31, 2000 and 1999. (2) No provision for income taxes is required for the period ended January 31, 2000 or 1999, 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 and equivalents (Convertible Preferred Stock) outstanding during the period; three months ended January 31, 1999, 85,712,000 shares; three months and six months ended January 31, 2000, 85,712,000 shares. Shares issuable under stock options and warrants have been excluded, since they would be antidilutive. (5) ROCKY MOUNTAIN MINERALS, INC. (A Development Stage Company) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ROCKY MOUNTAIN MINERALS, INC. (A Development Stage Company) On April 22, 1988 the Registrant and Quillium Nominees, Pty., Ltd. ("Quillium"), consummated the Stock Purchase Agreement dated July 17, 1987, whereby the Registrant received $1,000,000 of gross proceeds upon the issuance of 33,333,000 shares of its Common Stock ($.03 per share). The Registrant also agreed to grant Quillium an option to acquire 33,333,000 shares of its Common Stock at a price of $.05 per share exercisable at any time prior to January 31, 1991. This option was not exercised and has terminated. The Registrant has used a portion of the Quillium proceeds to conduct geologic studies, exploration work and maintenance on the Registrant's mining properties. In addition, the Registrant has conducted mineral exploratory studies on other precious and base mineral properties both in the western United States and Australia. During 1991, the Company acquired a 38% interest Zonia Landfill, a waste management company which owned and operated a solid waste transfer and recycle facility and a solid waste and collection company for $198,000. Significant shareholders, officers and directors of the Company were affiliated with Zonia. Zonia sold its operations in 1996 for common stock in USA Waste Services, Inc. The Company sold its shares of USA Waste Services, Inc. during 1997 and 1998 for an aggregate of $368,000. (6) ROCKY MOUNTAIN MINERALS, INC. (A Development Stage Company) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS The Registrant was organized on May 19, 1978, and prior to November 1, 1983, was considered to be a mining company in the exploratory stage and is currently a development stage company, as defined by SFAS No. 7. The Company has been inactive. There were no milling operations and therefore no revenues from milling for the three months ended January 31, 1999 and 2000. Management anticipates that operations will not be commenced until such time as the Registrant establishes additional ore reserves and the price of gold increases. On January 9, 1990, the Registrant entered into a Mineral Lease Agreement with FMC Minerals Corporation ("FMC") whereby FMC agreed to contribute $1,000,000 to the exploration and development of the Registrant's Rochester property. FMC has the right to terminate this Lease Agreement at any time. The Lease Agreement was terminated May, 1992. On February 19, 1993, the Registrant entered into a Mineral Lease Agreement with Rouetel, Inc., a Washington corporation whereby Rouetel agreed to expend funds to develop and explore the Registrants Rochester property. The Registrant retained a 5% Net Semlter Return from future production as well as a minimum advance royalty of $25,000 to be paid annually and recoverable from any future production. Rouetel has the right to terminate this Lease Agreement at any time. The terms of the Mineral Lease Agreement requires Rouetel to perform all necessary assessment work mandated by local, state and federal agencies, as well as comply with all required environmental laws. The lease was terminated August 1, 1996. (7) PART II. OTHER INFORMATION ROCKY MOUNTAIN MINERALS, INC. Item 6 Exhibits and Reports on From 8-K a. Exhibits Exhibits 27. Financial Data Schedule b. Reports on Form 8-K No reports have been filed on Form 8-K during this quarter. 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 15, 2000 Richard Bain Richard Bain Principal Financial Officer Date: March 15, 2000 Richard Bain Richard Bain Principal Executive Officer (8)