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, 1996 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 April 30, 1996 Common stock, $.001 par value 85,179,239 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, April 30, 1995 1996 (Unaudited) (Unaudited) ASSETS Current Assets: Cash $ 35 $ 35 Accounts Receivable - 25 Assets held for sale 122 122 _________ _________ Total current assets 157 182 OTHER ASSETS Investment in Affiliated Company 209 209 ________ ________ 209 209 Property and equipment less accumulated depreciation and depletion of $66,811 and $66,811 Equipment 32 32 Undeveloped mineral interest 402 402 Developed mine dumps and tailings 1,882 1,882 Producing oil and gas properties 2 2 __________ _________ 2,318 2,318 Less Accummulated Depreciation 67 67 __________ __________ TOTAL ASSETS 2,617 2,642 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, 1995 1996 (Unaudited) (Unaudited) Current liabilities: Accounts Payable $ 5 $ 10 Accrued: Salaries 12 15 Property Taxes 75 75 Other - - __________ __________ Total current liabilities 92 100 Stockholders' equity: Preferred Stock; $.05 par value, $.015 cumulative dividends, convertible; 44,000,000 shares authorized, 26,240,450 shares issued and outstanding 1,280 1,280 Common Stock; $.001 par value, 250,000,000 shares authorized 85,179,239 shares issued and outstanding 85 85 Capital in excess of par value 4,339 4,339 Deficit accumulated during the development stage (3,179) (3,162) __________ _________ Total stockholder's equity 2,525 2,542 __________ __________ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) 2,617 2,642 See accompanying notes. (2) ROCKY MOUNTAIN MINERALS, INC. (A Development Stage Company) STATEMENT OF OPERATIONS (Unaudited) For the Six Months Ended April 30, 1995 1996 Revenues: Interest - - Royalty and lease bonus 0 0 ______ _______ 0 0 Costs and expenses: General and administrative - - Depreciation, depletion and amortization - - Interest - - ________ _______ Net Income (loss)(Note 2) 0 0 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 Six Months April 30, 1995 1996 Cash Flows from Operating Activities: Net (loss) $ 25 $ - Adjustments to reconcile Net (loss) to Net cash used in Operating Activities: Depreciation, Depletion and Amortization - - Other items - Net - - _________ ________ Net Cash used in Operating Activities 20 - _________ ________ 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 - Cash at beginning of period 15 35 _________ ________ Cash at end of period $ 35 $ 35 ========= ======== 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 April 30, 1996, and the results of operations for the six months ended April 30, 1996 and 1995, and cash flows for the six months ended April 30, 1996 and 1995. (2) No provision for income taxes is required for the period ended April 30, 1996 or 1995, 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 April 30, 1995, 95,675,419 shares; three months and six months ended April 30, 1996, 95,675,419 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. The Registrant has also invested significant funds to the development of a waste management company, which is controlled by certain officers, directors and significant shareholders of the Registrant. (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. There were no milling operations and therefore no revenues from milling for the three months ended April 30, 1995 and 1996. 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. (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: August 15, 1996 Richard Bain Richard Bain Principal Financial Officer Date: August 15, 1996 Richard Bain Richard Bain Principal Executive Officer (8)