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, 2005. 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 Number) incorporation or organization) 2480 North Tolemac Way, Prescott, AZ 86305 ----------------------------------------------------- (Address of principal executive offices and Zip Code) (928) 778-1450 www.rockymountainminerals.com (Registrant's telephone number) (Internet Website) 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 January 31, 2005 Common stock, $.001 par value 100,712,039 shares ROCKY MOUNTAIN MINERALS, INC. INDEX TO FORM 10-Q PAGE ---- PART 1. FINANCIAL INFORMATION: Item 1. Financial Statements Balance Sheet, October 31, 2004 (audited) and January 31, 2005 (unaudited).............................. 1-2 Statements of Operations for the Three Months ended January 31, 2005 and 2004 and Cumulative Amounts Since Inception (unaudited)................................. 3 Statements of Cash Flows for the Three Months Ended January 31, 2005 and 2004 and Cumulative Amounts Since Inception (unaudited)................................................... 4 Notes to Financial Statements (unaudited)..................... 5-6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations......................................... 6-11 Item 3. Quantitative and Qualitative Disclosures About Market Risk................................. 11 Item 4. Controls and Procedures.......................................11-12 PART II. OTHER INFORMATION Item 1. Legal Proceedings............................................. 12 Item 2. Changes in Securities and Use of Proceeds..................... 12 Item 3. Defaults Upon Senior Securities............................... 12 Item 4. Submission of Matters to a Vote of Securities Holders............................................ 12 Item 5. Other Information............................................. 12 Item 6 Exhibits and Reports on Form 8-K..............................12-13 Signatures.................................................... 13 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, January 31, 2004 2005 (Audited) (Unaudited) ASSETS Current Assets: Cash $ 2 $ -- Assets held for sale 150 150 --------- -------- Total current assets 152 150 Investment in joint venture 358 358 --------- -------- TOTAL ASSETS $ 510 $ 508 ========= ======== 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, January 31, 2004 2005 (Audited) (Unaudited) Current liabilities: Accounts payable $ 34 $ 41 Registration costs 40 40 Accrued compensation -- 30 ------- ------- Total current liabilities 74 111 Long term liabilities: Note payable-related party (Note 5 ) 22 25 ------- ------- Total long term liabilities 22 25 Stockholders' equity: Preferred Stock; $.05 par value, $.015 cumulative dividends, convertible; 44,000,000 shares authorized, 44,000,000 shares issued and outstanding 2,200 2,200 Common Stock; $.001 par value, 250,000,000 shares authorized 100,712,039 shares issued and outstanding 101 101 Capital in excess of par value 3,721 3,721 Deficit accumulated during the development stage (5,608) (5,650) ------- ------- Total stockholder's equity 414 372 ------- ------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 510 $ 508 ======= ======= See accompanying notes. (2) ROCKY MOUNTAIN MINERALS, INC. (A Development Stage Company) STATEMENT OF OPERATIONS (Unaudited) For the Three Months Ended January 31, Cumulative amounts 2004 2005 since inception Revenues $ -- $ -- $ 871 ------- ------- ------- Costs and expenses: Mill expense -- -- 3,495 General and administrative 10 42 2,762 Depreciation, depletion and amortization -- -- 362 Interest -- -- 804 ------- ------- ------- Total costs and expenses 10 42 7,423 Loss before extraordinary item -- -- (6,552) Extraordinary gain on extinguishment of debt -- -- 902 ------- ------- ------- Net loss (Note 2) $ (10) $ (42) $(5,650) ======= ======= ====== Loss per share (Note 3): $ * $ * $ (.09) ======= ======= ====== *Less than $0.01 per share. See accompanying notes. (3) ROCKY MOUNTAIN MINERALS, INC. (A Development Stage Company) STATEMENT OF CASH FLOWS (Unaudited) For the Three Months Ended January 31, 2004 2005 Cumulative Amounts since inception Cash flows from operating activities: Net loss $ (10) $ (42) $(5,650) Adjustments to reconcile net loss to net cash used in operating activities: Write-downs and asset sales -- -- 3,247 Depreciation, depletion and amortization -- -- 286 Common stock issued for services -- -- 105 Changes in assets and liabilities: Accounts payable and accrued expenses 7 37 71 Due to shareholders -- 3 3 ------- ------- ------- Net cash used in operating activities (3) (2) (1,938) ------- ------- ------- Cash flows from investing activities: Proceeds from sale of assets -- -- 495 Acquisition of assets -- -- (3,867) ------- ------- ------- Net cash provided by investing activities -- -- (3,372) ------- ------- ------- Cash flows from financing activities: Proceeds from Stock and borrowings -- -- 5,310 ------- ------- ------- Decrease in cash (3) (2) -- Cash at beginning of period 4 2 -- ------- ------- ------- Cash at end of period $ 1 $ -- $ -- ======= ======= ======= See accompanying notes. (4) ROCKY MOUNTAIN MINERALS, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Unaudited) 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 Form 10-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 three months ended January 31, 2005 and January 31, 2004 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, 2004 as filed with the Securities and Exchange Commission. Note 1: Organization Rocky Mountain Minerals, Inc (variously the "Company", the "Registrant" and "RMMI") was incorporated in Wyoming on May 19, 1978 and is considered to be a mining company in the exploratory stage and a development stage company as defined by SFAS No. 7, and since inception, has been engaged in the assessment of resource exploration properties. Note 2: Income Taxes No provision for income taxes is required for the period ended January 31, 2005 or 2004, 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. Note 3: Loss per Share/Common Stock Loss per share is based on the weighted average number of shares of common stock outstanding during the three months ended January 31, 2005 and 2004, 100,712,039 shares in 2004 and 100,701,039 shares in 2005. The weighted average number of shares of common stock outstanding during the period from inception through January 31, 2005 is 63,860,000. Note 4: Investment in Joint Venture In July 2004, the Company entered into an agreement with Octanex NL and Strata (5) Resources NL whereby an aggregate of 10 million shares of Common stock in RMMI, previously issued by RMMI to Octanex and Strata, will be reconveyed to RMMI during the second quarter 2005. As consideration for the reconveyance, RMMI's 25% share of the initial net cash proceeds of the BHP Permit Sale Transaction, up to a limit of (US)$150,000, were offset against seismic acquisition obligations of RMMI to Octanex/Strata pursuant to the Farmin Agreement. (See Item 2 - Oil & Gas Exploration Activities). Note 5: Related Party Transactions Mr E Geoffrey Albers is a director and shareholder of Great Missenden Holdings Pty Ltd. In May 2004, the Company signed a Promissory Note Agreement with Great Missenden Holdings whereby the company borrowed $22,000. The note bears interest of 10% per annum and is payable on or before May 1, 2007. The note is convertible into shares of the Company's Common Stock at any time after 18 months on the basis of 5,000 shares of Common Stock for every $1,000. The Company has the right to repay in full at any time during the first 18 months. The Company also has the use of premises in Australia at 25th Floor, 500 Collins Street, Melbourne, Victoria. The office space is taken on a nonexclusive basis, with no rent payable, but the usage of the premises is included in the charges Mr E Geoffrey Albers makes in respect to the administration of the Company. With regard to the interest in the Exmouth Joint Venture, Mr E Geoffrey Albers is a director and shareholder in each of Octanex NL and Strata Resources NL. All of these companies, with RMMI, are the holders of the Exmouth Joint Venture. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Critical Accounting Policies The Company has identified the accounting policies described below as critical to its business operations and the understanding of the Company's results of operations. The impact and any associated risks related to these policies on the Company's business operations is discussed throughout this section where such policies affect the Company's reported and expected financial results. The preparation of this Quarterly Report requires the Company to make estimates and assumptions that affect the reported amount of assets and liabilities of the Company, revenues and expenses of the Company during the reporting period and contingent assets and liabilities as of the date of the Company's financial statements. There can be no assurance that the actual results will not differ from those estimates. Undeveloped mineral interests and oil and gas properties: The Company utilized the "successful efforts" method of accounting for undeveloped mineral interests and oil and gas properties. Capitalized costs were charged to operations at the time the (6) Company determined that no economic reserves existed. Costs of carrying and retaining undeveloped properties were charged to expense when incurred. Proceeds from the sale of undeveloped properties were treated as a recovery of cost. Proceeds in excess of the capitalized cost realized in the sale of any such properties, if any, were to be recognized as gain to the extent of the excess. Impairment of long-lived assets: The Company evaluates the potential impairment of long-lived assets in accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The Company quarterly reviews the amount of recorded long-lived assets for impairment. If the carrying amount of a long-lived asset is not recoverable from its undiscounted cash flows, the Company will recognize an impairment loss in such period. Investment in Joint Venture The Company's investment in Joint Venture reflects its 25% interest in two petroleum exploration permits, offshore Western Australia and the residual interests arising from the transaction previously referred to with BHP Billiton, including the deferred consideration and the royalty interest. The capitalized cost reflects the issue of preferred and common stock at the market price at the date of stock issuance. In addition, the Company recorded an estimate of $40,000 for the costs to register the restricted stock. Results of Operations Background The Company began operations on May 19, 1978 and is considered to be a mining and oil and gas royalty 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 and elsewhere. The Company later became involved in waste management activities. Subsequent to October 31, 1991, and following the sale of the waste management interests, the Company has had limited receipts and expenditures. General and administrative expenses increased for the three months ending January 31, 2005 as compared to the three months ended January 31, 2004 primarily due to the Company's higher level of activity in evaluating various business opportunities during 2005 and related compensation during the period. (7) In May 2002 and April 2003 the Company sold thirteen patented mining claims in the Rochester Mining District to Independent Milling, LLC. The net consideration received by the Registrant was $82,192. An additional 310 acres of patented mining claims owned by the Registrant in the Rochester District are also being held for sale. 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. The Company has a representative office in Melbourne, Australia and Prescott, Arizona. Plan of Operation General The Registrant is focused on exploration and development of oil and natural gas resources. Our core business is directed at the acquisition of interests in oil and gas prospects in the offshore areas of Australia's territorial waters. We rely on the considerable experience in the oil and gas industry of our directors and our consultants to identify and conduct initial analyses of properties in which we may acquire an interest. We devote essentially all of our resources to the identification of high quality oil and gas properties and seek to keep our overheads at a minimum level through the retention of carefully selected consultants, contractors and service companies. We use proven technologies to evaluate prospects before acquiring a working interest. Generally, we expect to invest in projects at different levels of participation. We plan to maintain as high a percentage of participation as can be prudently managed. We will focus on areas considered to have significant near term potential for oil or medium term potential for gas, or which can be farmed out and/or developed in conjunction with other industry players. We intend to consistently minimize our financial outlay requirements, wherever possible, through promoted farm-out transactions to provide maximum leverage for shareholders at minimal cost. Oil and Gas Exploration Activities In April 2003 the Registrant by way of a farmin agreement ("Farmin Agreement") subsequently approved by the Western Australian Offshore Petroleum Authority (the "Designated Authority") acquired a 25% interest in the Exmouth Joint Venture which held two petroleum exploration permits, WA-322-P and WA-329-P, granted and authorized by the Australian government in the North West Shelf area of the Carnarvon Basin, offshore Western Australia, from two Australian public companies. Mr. E.G. Albers, a member of the Registrant's board, is also a shareholder and director of these companies. The area represented by the permits is approximately 356,000 acres, and the project is known as the Exmouth Joint Venture. 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. The Registrant estimates registration costs to be $40,000. In October 2003, the Registrant issued an additional 10,000,000 shares of Restricted Common Stock, when taken with the previous issue (8) aforesaid, to meet a $969,550 funding requirement associated with the interest. The initial exploration program has consisted of acquiring and interpreting existing open-file seismic data including 2D and 3D seismic data sets, and the planned shooting of new seismic surveying. All subsequent costs above $969,550 relating to the Joint Venture were agreed to be shared by the Exmouth Joint Venture participants in accordance with their interests as governed by the Joint Venture Operation Agreement. In early 2004 the Exmouth Joint Venturers entered into and subsequently settled an agreement with a subsidiary of BHP Billiton Petroleum Limited ("BHP Billiton") for the sale of the whole of the participating interest in WA-322-P to BHP Billiton. In return BHP Billiton has agreed to the acquisition and processing of a 55 kms2 of 3D seismic in the Exmouth Joint Venture's adjacent permit, WA-329-P, as well as a cash reimbursement, a deferred cash payment contingent upon BHP Billiton drilling a well in WA-329-P, and the grant of an overriding royalty interest with respect to revenue from any future production from WA-322-P, less applicable petroleum resource rent tax, depending on the level of aggregate production. The Exmouth Joint Venture has acquired an extensive body of existing geological data available in relation to WA-329-P, including a large amount of seismic data, together with pertinent existing reports and basic data collected by previous operators in the area. This data includes the 800 kms2 reprocessed, combined Swell and Baylis 3-D seismic data set. In addition, BHP Billiton will, at their cost, acquire and process a new 55 kms2 2-D seismic program on behalf of the Exmouth Joint Venture in WA-329-P as part of the terms of their acquisition of WA-322-P, with the possibility that a further 80 kms2 of ingress data in WA-329-P, if shot, will be made available to the Exmouth Joint Venturers. In July 2004 the Company entered into an agreement with Octanex NL and Strata Resources NL whereby the 10 million shares of Common stock in RMMI previously issued by RMMI to Octanex and Strata were agreed to be reconveyed to RMMI. As consideration for the reconveyance, RMMI's 25% share of the initial net cash proceeds of the BHP permit sale transaction up to a limit of (US) $150,000, were offset against existing seismic acquisition obligations of RMMI to Octanex/Strata pursuant to the Farmin Agreement. All subsequent seismic commitment costs in WA-329-P are to be shared pro rate between the Exmouth Joint Venture participants. However, as a result of the transaction with BHP Billiton it is expected that there will be no further seismic costs to be born by the Exmouth Joint Ventures in relation to the year 2 seismic commitment for WA-329-P. BHP Billiton is contractually committed to the Exmouth Joint Venturers to shoot the 55 kms2 of 3D seismic for the benefit of the Exmouth Joint Venturers in WA-329-P. In addition, BHP Billiton has also indicated that they will shoot a further 80 kms2 in WA-329-P as ingress data which, if shot, will also be made available to the Exmouth Joint Venturer. Costs associated with the shooting of 3D seismic data are usually in the order of (AUD) $10-12,000 per km2 depending on size of shoot, weather and other environmental factors. The Exmouth Joint Venturer has suggested to the Designated Authority (the body responsible for administering permits on behalf of the Australian government) that it accept the shooting of 55 kms2 of new 3D seismic in full satisfaction of the 750 kms of 2D data (or alternatively have suggested 1,100 kms of such data produced in a 2D format) as fulfilling the Year 2 work commitment in WA-329-P. (9) BHP Billiton have recently advised, following extensive tendering by them, that due to a longer than anticipated environmental approvals process, that the "window of opportunity" allowing their contractor to acquire 3D seismic survey over part of WA-329-P and other adjacent areas, was lost. BHP advised that the next available opportunity to acquire the survey under the existing contract is in the April to May 2005 timeframe. As a result, BHP Billiton has sought Designated Authority approval to suspend the Permit Year 2 work programme conditions in WA-322-P for a period of 6-months, together with a corresponding extension of such permit term, allowing BHP Billiton to fulfil the Year 2 work commitment in that permit. Because the 3D shoot in WA-322-P and WA-329-P would be shot as one, and as a consequence of the environmental outcome for our contractual agent in WA-329-P, BHP Billiton, the Exmouth Joint Venture have sought similar approvals in relation to WA-329-P. Accordingly, Octanex N.L., on behalf of the Exmouth Joint Venturers, has sought Designated Authority approval to suspend the Permit Year 2 work programme conditions in WA-329-P for a further period of 6-months, together with a corresponding extension of the permit term, thus allowing BHP Billiton to shoot the 55 kms(2) 3D seismic survey on our behalf and enable the Exmouth Joint Venturers time to fulfil the Year 2 work commitment. This approval was granted by the Designated Authority, and extends the Year 2 end date to March 21, 2005 in both WA-322-P and WA-329-P. Year 3 would end on March 21, 2006. 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 remaining 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. Funding When the Company requires further funds for its programs, then it is the Company's intention that the additional funds would be raised in a manner deemed most expedient by the Board of Directors at the time, taking into account budgets, share market conditions and the interest of industry in co-participation in the Company's programs. When additional funds for exploration are required, it is the Company's plan that they could be raised by any one or a combination of the following manners: stock placements, pro-rata issue to stockholders, and/or a further issue of stock to the public. Should these methods not be considered to be viable, or in the best interests of stockholders, then it would be the Company's intention to meet its obligations by either partial sale of the Company's interests or farm out, the latter course of action being part of the Company's overall strategy. Should funds be required for appraisal or development purposes the Company would, in addition, look to project loan finance. (10) The Company relies upon certain of its directors to perform the day to day administrative functions of the Company as well as those actions and decisions taken by the board of directors. As the Company's capital resources are limited, the board plans to remunerate certain of its directors by the issue of common stock in lieu of cash payments. Specifically, during the second quarter, the Company will issue 3,000,000 shares of Common stock to each of Ernest Geoffrey Albers and to William Ray Hill Jr., for their services in relation to the period from November 1, 2002 to July 31, 2004 (21 months) and a further 2,000,000 shares to each of them for the period from August 1, 2004 to October 31, 2005 (14 months). In addition, the Company has and will accept advances to enable it to meet its expenditure requirements and in return would issue convertible notes with an interest coupon of 10% per annum, convertible into shares of Common Stock on the basis of 5,000 shares of Common stock for every $1,000.00 convertible note or part thereof. Forward Looking Information This quarterly report contains certain statements that may be deemed forward-looking statements within the meaning of Section 27 of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the United States Securities Exchange act of 1934, as amended (Exchange Act). Readers of this quarterly report are cautioned that such forward-looking statements are not guarantees of future performance and that actual results, developments and business decisions may differ from those envisaged by such forward-looking statements. All statements, other than statements of historical facts, so included in this quarterly report that address activities, events or developments that the Registrant intends, expects, projects, believes or anticipates will or may occur in the future, including, without limitation: statements regarding the Registrant's business strategy, plans and objectives and statements expressing beliefs and expectations regarding the ability of the Registrant to secure the leases necessary to facilitate anticipated drilling activities and the ability of the Registrant to attract additional working interest owners to participate in the exploration and development of oil and gas reserves, are forward-looking statements within the meaning of the Act. These forward-looking statements are and will be based on management's then-current views and assumptions regarding future events. Item 3. Quantitative and Qualitative Disclosures About Market Risk We do not engage in transactions in derivative financial instruments or derivative commodity instruments. As of January 31, 2005, our financial instruments were not exposed to significant market risk due to interest rate risk, foreign currency exchange risk, commodity price risk or equity price risk. Item 4. Controls and procedures Management of the Company, under the supervision and with participation of our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), has evaluated the effectiveness of the Company's disclosure controls and procedures as defined in the Securities Exchange (11) Commission ("SEC") Rule 13a-15(e) and 15d-15(e) as of the end of the period covered by this report. Based upon that evaluation, management has concluded that the Company's disclosure controls and procedures are effective to ensure that information it is required to disclose in reports that it files or submits under the Securities Exchange Act is communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure and it is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. During the three months covered by this Report, there have been no significant changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II. OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Changes in Securities and Use of Proceeds None. Item 3. Defaults upon Senior Securities None. Item 4. Submission of Matters to a Vote of Securities Holders None. Item 5. Other information None. Item 6. Exhibits and Reports on Form 8-K. List of Exhibits 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (12) Reports on Form 8-K There were no reports filed by the Registrant on Form 8-K for the quarter ended January 31, 2005. 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 17, 2005 By: /s/ W. Ray Hill --------------------------- W. Ray Hill Chief Executive Officer and Chief Financial Officer (13)