FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 1998 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: 0-9500 MOUNTAINS WEST EXPLORATION, INC (Exact name of small business issuer as specified in its charter) New Mexico 85-0280415 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 616 CENTRAL AVE. SE. SUITE 213 ALBUQUERQUE, NEW MEXICO 87102 (Address of principal executive offices) (Zip Code) Indicate by check mark whether the issuer (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the receding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] The number of shares outstanding of the issuer's common stock, par value $.001 per share, at August 14, 1998, was 38,019,270 shares. PART I ITEM 1. FINANCIAL STATEMENTS MOUNTAINS WEST EXPLORATION, INC. CONDENSED BALANCE SHEET UNAUDITED June 30, 1998 ASSETS Current Assets Cash .................................................... $ 2,957 Due from officer ........................................ 899 Accrued interest receivable ............................. 12,024 ----------- Total current assets ...................................... 15,880 ----------- Furniture and Equipment Office furniture and equipment, at cost ................ 14,470 Less accumulated depreciation ........................ (11,173) ----------- Net furniture and equipment ........................... 3,297 ----------- Oil and gas properties, using the successful efforts method ............................................ 4,366,645 Less accumulated depreciation, depletion and amortization ............................ (14,779) ----------- Net oil and gas properties ............................... 4,351,866 ----------- Term deposit account - restricted ......................... 53,140 Note receivable, officer .................................. 100,000 Investment in partnership ................................. 15,000 Mineral interest .......................................... 50,683 Total other assets ........................................ 218,823 ----------- Total assets .............................................. $ 4,589,866 ----------- LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable ........................................ 16,002 Accrued payroll and related taxes ....................... 29,876 Due to affiliates ....................................... 4,136,981 Note payable ............................................ 34,000 ----------- Total Current Liabilities ................................. 4,216,859 ----------- Shareholder's Equity Common Stock, $.001 par value, authorized: 50,000,00 shares, issued 38,103,770 shares; outstanding 38,019,270 shares ............................ 38,020 Capital in excess of par value ............................ 1,617,757 Accumulated deficit ...................................... (1,282,770) ----------- Total Stockholders Equity ................................. 373,007 ----------- Total Liabilities and Stockholders Equity ................... 4,589,866 =========== MOUNTAINS WEST EXPLORATION, INC. CONDENSED STATEMENTS OF OPERATIONS UNAUDITED Three Months Three Months Ended Ended June 30, 1998 June 30, 1997 ----------- ----------- REVENUES Oil and Gas Sales ......................... 94,996 14,321 Other operating income .................... -- 33,898 Interest in sale of oil & gas property ..................... -- -- ----------- ----------- 94,996 48,219 ----------- ----------- EXPENSES Production costs .......................... 1,138 1,805 Exploration costs ......................... -- -- Depreciation and depletion ................ 350 1,000 Consulting ................................ 6,517 1,150 General and administrative ................ 35,276 59,337 ----------- ----------- Total expenses ............................ 43,281 63,292 ----------- ----------- Loss from operations ....................... 51,715 (15,073) Other income Interest income ........................... 1,115 38,364 Interest expense .......................... (245) (1,563) Other ..................................... (55) (1,074) ----------- ----------- Total other income (loss) .................. 815 35,727 ----------- ----------- Net earnings ............................... 52,530 20,654 =========== =========== Earnings (loss) per common share: .......... 0.001 0.001 =========== =========== Weighted Average Number of Shares Outstanding (Note 2) ..................... 38,019,270 37,026,620 =========== =========== MOUNTAINS WEST EXPLORATION, INC. CONDENSED STATEMENTS OF OPERATIONS UNAUDITED Six Months Six Months Ended Ended June 30, 1998 June 30, 1997 ------------ ------------ REVENUES Oil and Gas Sales ....................... $ 99,932 $ 25,216 Other operating income .................. -- 33,897 Lease Income ............................ -- 13,655 ------------ ------------ 99,932 72,768 ------------ ------------ EXPENSES Production costs ........................ 2,182 6,010 Exploration costs ....................... -- -- Depreciation and depletion .............. 737 1,366 Consulting .............................. 7,231 1,414 General and administrative .............. 68,018 85,872 ------------ ------------ Total expenses ........................... 78,168 94,662 ------------ ------------ Income (Loss) from operations ............ 21,764 (21,894) Other income Interest income ......................... 2,415 39,454 Interest expense ........................ (2,008) (1,876) Other ................................... (90) (1,304) ------------ ------------ Total other income (loss) ................ 317 36,274 ------------ ------------ Net earnings ............................. 22,081 14,380 ============ ============ Earnings (loss) per common share: ........ 0.00 0.00 ============ ============ Weighted Average Number of Shares Outstanding (Note 2) 38,019,270 37,033,887 ============ ============ MOUNTAINS WEST EXPLORATION, INC. CONDENSED STATEMENTS OF CASH FLOWS UNAUDITED Six Months Six Months Ended Ended June 30, June 30, 1998 1997 --------- --------- Cash Flows from Operating Activities Cash received from customers .................... $ 278,234 $ 97,514 Cash paid to suppliers & employees .............. (130,281) (112,960) Interest received ............................... 1,415 38,454 Interest paid ................................... (2,009) (1,876) --------- --------- Net cash provided by operating activities ........ 147,359 21,132 --------- --------- Cash Flows from Investing Activities Acquisition of office equipment ................. (2,000) -- Acquisition of oil, gas & mineral interests ..... (43,554) -- --------- --------- Net cash used by investing activities ............ (45,554) -- --------- --------- Cash Flows from Financing Activities Net draw on line of credit ...................... (1,000) 34,500 Purchase of term deposits ....................... (98) -- Repayments to affiliates ........................ (89,062) -- Repayment of officer loans ...................... (11,431) (7,092) Purchase of Treasury Stock ...................... -- (776) --------- --------- Net cash used by financing activities ............ (101,591) 26,633 --------- --------- Net increase (decrease) in cash .................. 214 (11,674) Cash at beginning of period ...................... 2,743 38,876 --------- --------- Cash at end of period ............................ $ 2,957 $ 27,202 ========= ========= Reconciliation of Net income (loss) to Cash Provided by Operating Activities: Net earnings (Loss) ............................. $ 22,082 $ 14,380 Adjustments Depreciation, depletion and amortization ....... 681 1,366 Decrease (increase) in prepaid expenses and accounts receivable ..................... 175,976 (3,756) Increase (decrease) in advances, accounts payable and accrued liabilities .............. (51,380) 9,142 --------- --------- Net Cash provided by operating activities ....... 147,359 21,132 ========= ========= Noncash Investing or Financing Activities: Note issued in exchange for investment in oil and gas property in Papua, New Guinea: ................................... $ 336,172 $ 482,284 MOUNTAINS WEST EXPLORATION, INC. NOTES TO FINANCIAL STATEMENTS June 30, 1998 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. The balance sheet at June 30, 1998 and statements of operations and statements of cash flows for the six and three month periods ended June 30, 1998 and 1997 have been prepared by the company, without audit. In the opinion of management, all adjustments, including normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows, have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the Company's audited financial statements at December 31, 1997. The results of operations for the six and three month periods ended June 30, 1998 are not necessarily indicative of operating results for the full year. 2. NOTES TO FINANCIAL STATEMENTS. Net income or loss per common share has been computed based on the weighted average number of shares outstanding during the period. 3. OIL AND GAS PROPERTIES Capitalized costs using the successful efforts method related to the Company's oil and gas activities as of June 30, 1998 are as follows: Proved developed properties . $ 14,779 Proved property ............. 4,351,866 Accumulated depreciation, depletion, amortization and valuation allowances ...... (14,779) ----------- Net capitalized costs ....... $ 4,351,866 =========== ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Plan of Operations During the three months ended June 30, 1998, oil and gas sales were $94,996 compared to $14,321 for the same period in the prior year. The Company had no other operating income during the quarter. The increase in sales is due to the commencement of production on oil and gas interests that the Company holds in Papua, New Guinea (See "Papua New Guinea" below). Other interest held by the Company in the Denver Basin of Colorado have almost reached their economic limit. A redetermination of the interests in the coal bed methane unit in Las Animas County, Colorado where the company has an interest in two gas wells has caused a decline in monthly revenues to the Company. Although the monthly sales revenue has decreased, the production lives of these wells will be extended and should be beneficial to the Company over the life of the wells (See "Colorado" below). The long awaited production from the SE Gobe oil field in Papua New guinea commenced in April, 1998. All of the Company's revenue from that license will be devoted to repaying the Company's debts to its partners for its share of the costs of establishing the production, which at June 30, 1998 was approximately $4,137,000. The debt reduction caused by this revenue stream should greatly increase the stockholders' equity position of the Company. Management anticipates that the production from the license will increase as will the Company's share of the revenue from the production (See "Papua New Guinea" below). At the time production commenced from the property, the Company became obligated to pay its share of all capital development costs incurred on any license in which it holds an interest. The Company owns interests in the following properties: Colorado The Company owns over 2400 acres of minerals in Las Animas county, Colorado. The two coal bed methane gas wells discussed above are located on 240 acres of these minerals. The Company is currently considering developing these minerals itself as funds become available. Papua New Guinea a. The three oil wells in which the Company has an interest have been included in Petroleum Development License (PDL) 3. As stated earlier these oil wells commenced production on the 17th of April, 1998. The three wells initially produced about 12,000 barrels per day and generated revenue to the Company of approximately $89,000 between April 17, 1998 and June 30, 1998. Production is increasing daily and plans are to have the SE Gobe oil field producing 25,000 barrels per day by mid July 1998. These wells and certain other lands included within PDL#3 have been unitized with Chevron Oil Company's existing PDL #4 to the north. These two partial PDLs are being developed as the Southeast Gobe Oil Field. The Company's interest in the unitized production, after exercise by the government of its right to acquire a 22 1/2% interest in the fields, is a net 0.8718% which will result in an anticipated initial production to the Company's interest of approximately 220 barrels of oil per day. The Company's expenses in this unit were carried until the first production from PDL 3 was sold. The operator of the field, Chevron, was able to put the Gobe Main field and the SE Gobe field on production approximately two months ahead of schedule and approximately $50,000,000 under budget. The costs of getting the oil from the unit to sale has been estimated at more than $175,000,000, none of which was payable by the Company until after the first sale of production. At that time, all of the money realized from the sale of the oil will be devoted to repayment of the carried cost of the project. Management estimates at the production rate of 200 barrels per day at a price of $20 per barrel to the Company's interest will take approximately thirty six months to pay out after production begins. Because of the recent depressed world price for oil the payout may well be substantially longer than anticipated. b. PPL 189 contains approximately 480,000 acres (24,245 net to the Company's interest). As a result of reallocation of interests, the Company's interest in this License is 5.051%. This license has the Barikiwa shut-in gas field located on it. The Barikiwa field has gas reserves estimated from a low of 163 billion cubic feet to a high of 1590 billion cubic feet. Further evaluation will be made to more precisely define the true reserves of this field. Plans to build at least one LNG plant in Papua, New Guinea have been announced and Chevron has announced plans to build a gas pipeline from Papua New Guinea into Northern Australia. Either an LNG plant or the proposed pipeline should greatly increase the value of the gas reserves at Barikiwa. The Company will have to fund its 5.051% share of the work program of this license which calls for an expenditure of approximately $6,250,000 over a period of six years, with approximately $56,000 of that amount to be paid during the current year. The operator, Santos, has recently completed a seismic program over the Barikiwa Gas field. The seismic records are now being processed and the Company is awaiting the results. As production has commenced on the SE Gobe field, the Company will now have to pay its full share in future development of the license. c. PPL 190 contains approximately 460,000 acres (17,309 net to the Company's interest) has many very prospective surface structures located on it. A seismic line was run over the Masaka structure during 1997 with positive results. It is anticipated that the Masaka structures will be drilled during 1998, however, a landowner dispute has slowed progress and a definite date for the commencement of drilling is not known at this time. A reallocation of interests has increased the Company's interest in this license to 3.763%. As production has commenced on the SE Gobe field, the company must fund its share of a new seismic program which is estimated to cost approximately $1,000,000. The manager of the joint venture will issue cash calls to each partner, who will each then pay the amount of the stated cash call. The Iehi shut in gas field lies on this license but the reserves are insignificant at this time. The Company will have to fund most of the work program of the license which calls for an expenditure of $13,500,000 over the next five years. Management estimates that the Company's cost in this new concession over the next year will be approximately $200,000. d. PPL 203 (previously PPL 165) - Oil Search Ltd, is the operator with an 85% ownership interest in the license. Gedd, Inc. owns 10% while the Company owns a 5% carried interest until a well is commenced on the property. A new work program of seismic and surface mapping is to commence during the current year. A part of the reorganization of the license, the Company received from Oil Search, Ltd.(the operator), a payment of $177,500 in early April, 1998 as a refund for previous work done on the license. Under the terms of the contract with the Operator, the Company has a carried interest in the two year work program and will not have to pay any of the costs until commencement of the first well of production at which time the Company will pay its 5% share. As stated, the Company faces cash calls on each of the licenses in which it has interests, while the bulk of its revenue will be devoted to paying debt incurred over the past two decades while production was being established on PDL#3. The Company must find the funds to meet the cash calls through the sale of stock, borrowings or sale of interests in its properties. No specific source of the required funds is known at the time of this report. As of the date of this report the Company was in default in regard to approximately $78,000 of cash calls related to these interests. The Company does not presently have the liquidity that is necessary to meet the aforementioned calls for payment of expenses and the Company has no present assurance of the availability of any of the funds that may be needed to cure its current default or meet future cash requirements. The failure of the Company to cure the default and meet any future cash call made on it for its share of the expenses incurred on any concession could result it its losing its interest in the concession. Changes in Financial Condition During the quarter the Company continued to experience a decline in cash position due to the ongoing operating expenses of the Company. On April 1, 1998, the Company received $177,500 from Oil Search Pty, Ltd. (See PPL 203 above). The Company's total debt decreased by $42,464 during the quarter as a result of the influx of working capital provided by the $177,500 Oil Search cash receipt. The Company's primary liability is a continually developing carried interest in certain New Guinea oil and gas rights. The Company's total liabilities other than those created by this carried interest are approximately $227,256. It is Management's belief that the Company will be able to secure financing sufficient to cure its default on the cash calls discussed above and will continue to meet its financial commitments during the remainder of the fiscal year. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Other than the judgment described in the Company's annual report on form 10KSB, incorporated herein by reference, management knows of no legal proceedings or unsatisfied judgments which have not been provided for in any court or agency to which the Company or any of its officers or directors are or may be a party. ITEM 2. CHANGES IN SECURITIES NONE ITEM 3. DEFAULTS IN SENIOR SECURITIES NONE ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDER NONE ITEM 5. OTHER INFORMATION NONE ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) There are no exhibits required by Item 601 of regulation S-K (b) Reports on Form 8-K. NONE SIGNATURES In accordance with section 13 to 15 (d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Robert A. Doak, Jr. August 14, 1998 - -------------------------------------------------------- Robert A. Doak, Jr. President, Chief Executive Officer and Chief Financial Officer