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, 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 April 30, 2003
Common stock, $.001 par value 85,712,039 shares
ROCKY MOUNTAIN MINERALS, INC.
INDEX TO FORM 10-Q
PAGE
PART 1. FINANCIAL INFORMATION:
Item 1. Financial Statements
Balance Sheets, October 31, 2002 and
April 30, 2003 . . . . . . . . . . . . . . . . 1 - 2
Statements of Operations for the
Six Months and Three Months
ended April 30, 2003 and 2002 . . . . . . . . 3
Statements of Cash Flows Six Months
ended April 30, 2003 and 2002 . . . . . . . . 4
Notes to Financial Statements . . . . . . . . 5
Item 2. Management's Discussion and Analysis
of Financial Condition and
Results of Operations . . . . . . . . . . . . 6 - 7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K . . . . . . . 8
Signatures . . . . . . . . . . . . . 8
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,
2002 2003
(Audited) (Unaudited)
<s> <c> <c>
ASSETS
Current Assets:
Cash $ 94 $ 46
Assets held for sale, net 425 418
_______ _______
Total current assets 519 464
_______ _______
TOTAL ASSETS $ 519 $ 464
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,
2002 2003
(Audited) (Unaudited)
<s> <c> <c>
Total liabilities
Accounts payable $ 4 $ 4
Stockholders' equity:
Preferred Stock; $.05 par value,
$.015 cumulative dividends,
convertible; 44,000,000 shares
authorized, 24,908,450 shares
issued and outstanding 1,245 1,245
Common Stock; $.001 par value,
250,000,000 shares authorized
85,712,039 shares issued and
outstanding 86 86
Capital in excess of par value 4,373 4,373
Deficit accumulated during the
development stage (5,189) (5,244)
__________ _________
Total stockholder's equity 515 460
__________ _________
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 519 $ 464
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,
2002 2003 2002 2003
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Revenues:
Interest $ - - $ - -
_______ _______ _______ ______
- - - -
Costs and expenses:
General and administrative 62 55 25 37
_______ _______ _______ ______
Net loss (Note 2) $ (62) (55) (25) (37)
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,
2002 2003
<s> <c> <c>
Cash flows from operating activities:
Net loss $ (62) $ (55)
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 4 -
Decrease in accounts payable (9) -
_____ _____
Net cash used in operating
activities (67) (55)
_____ _____
Cash flows from investing activities:
Proceeds from sale of assets
held for sale - 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 (67) (48)
Cash at beginning of period 139 94
Cash at end of period $ 72 $ 46
====== ======
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, 2003 and April 30, 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 April 30,
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 six months ended April 30, 2003 and 2002,
85,712,000 shares.
(5)
ROCKY MOUNTAIN MINERALS, INC.
(A Development Stage Company)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
General and administrative expenses were approximately the same
for the six months ending April 30, 2003 as compared to the six months
ended April 30, 2002.
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 milling 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.
During 1990, the Registrant recorded a charge to expense of $1,037,669
representing the excess of net book value over the estimated recoverable value
of the Rochester Mill (the Mill). In December of 1990, the Registrant decided
to sell certain assets at the Mill, and the net assets were reclassified to net
assets held for sale and stated at their net realizable value. In 1991 and
1993, pursuant to property appraisals, the Registrant recorded additional
charges to expense totaling $200,000, representing excess net book value over
the estimated recoverable value of the Mill. In 1997, a tax deed was issued
by the Madison County, Montana Treasurer for the Mill and related property,
and the Registrant wrote off the Mill and related property and recorded a
loss of approximately $27,000.
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. The additional 310 acres
owned by the Registrant in the Rochester District are presently being brokered
for sale.
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. The area represented by the permits is
approximately 356,000 acres, and the project is known as the Exmouth Joint
Venture Project. The Registrant has agreed to earn a 25% interest in the
project by funding an amount of $950,000. To meet this obligation the
Registrant has entered into a Subscription Agreement with Fidelity Investments
Limited whereby Fidelity will be issued 5,000,000 shares of Restricted
Common Stock and 19,091,550 shares of Restricted $0.015 Cumulative Convertible
Preferred Stock.
(6)
The initial exploration program will consist of acquiring 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
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.
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.
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 the balance of its
Rochester property on the market for sale and anticipates receiving $418,000
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.
(7)
PART II. OTHER INFORMATION
ROCKY MOUNTAIN MINERALS, INC.
Item 6. Exhibits and Reports on Form 8-K.
(a) List of Exhibits
99. Additional Exhibits
99.1 Certification of Chief Executive Officer under Section 906 of
Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K.
Form 8-K filed March 3, 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: June 6, 2003 By: /s/ W. Ray Hill
_____________________
W. Ray Hill
Principal Financial Officer
Date: June 6, 2003 By: /s/ W. Ray Hill
_____________________
W. Ray Hill
Principal Executive Officer
(8)
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 6, 2003 /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, 2003
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 6, 2003 /s/W. Ray Hill
_____________
W. Ray Hill
Chief Executive Officer and
Chief Financial Officer