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 JULY 31, 2006.
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.
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(Exact name of Registrant as specified in its Charter)
Wyoming 83-0221102
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(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
2480 North Tolemac Way, Prescott, AZ 86305
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(Address of principal executive offices and Zip Code)
(928) 778-1450 www.rockymountainminerals.com
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(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 by check mark whether the registrant is an accelerated filer, (as
defined in Exchange Act Rule 12b-2): Yes [ ] No [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the exchange Act): Yes [ ] No [X]
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 August 31, 2006
Common stock, $.001 par value 100,712,039 shares
ROCKY MOUNTAIN MINERALS, INC.
INDEX TO FORM 10-Q
PAGE
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PART 1. FINANCIAL INFORMATION:
Item 1. Financial Statements
Balance Sheet, October 31, 2005 (audited)
and July 31, 2006 (unaudited)................................ 1-2
Statements of Operations for the
Nine Months and Three Months ended
July 31, 2006 and 2005 and
Cumulative Amounts Since
Inception (unaudited) ..................................... 3
Statements of Cash Flows for the Nine Months
Ended July 31, 2006 and 2005 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
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
Signatures................................................... 12
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, July 31,
2005 2006
(Audited) (Unaudited)
ASSETS
Current Assets:
Cash $ 71 $ 51
Assets held for sale - -
--------- --------
Total current assets 71 51
Assets held for sale-net (Note 2) 150 150
Investment in joint venture (Note 3) 108 108
--------- --------
TOTAL ASSETS $ 329 $ 309
========= ========
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, July 31,
2005 2006
(Audited) (Unaudited)
Current liabilities:
Accounts payable $ 1 $ 1
Accrued Interest-related party (Note 5) - 4
Registration costs 40 40
Accrued compensation 220 -
------- -------
Total current liabilities 261 45
Long term liabilities:
Note payable-related party (Note 5) 23 23
------- -------
Total long term liabilities 23 23
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
96,712,039 (2005) and
100,712,039 (2006) shares
issued and outstanding 97 101
Capital in excess of par value 3,755 3,972
Deficit accumulated during the
development stage (6,007) (6,032)
------- -------
Total stockholder's equity 45 241
------- -------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 329 $ 309
======= =======
See accompanying notes.
(2)
ROCKY MOUNTAIN MINERALS, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
For the Three Months For the Nine Months Cumulative
Ended July 31, Ended July 31, amounts since
2005 2006 2005 2006 inception
------------------- ------------------ --------------
Revenues $ -- $ -- $ -- $ -- $ 871
------ ------ ------ ------ ---------
Costs and expenses:
Mill expense -- -- -- -- 3,495
General and administrative 87 4 361 20 3,139
Depreciation, depletion
and amortization -- -- -- -- 362
Interest -- 1 -- 4 808
------ ------ ------ ------ ---------
Total costs and expenses 87 5 361 24 7,804
Loss before
extraordinary item (87) (5) (361) (24) (6,933)
Extraordinary gain on
extinguishment of debt -- -- -- -- 902
------ ------ ------ ------ ---------
Net loss (Note 2) $ (87) $ (5) $ (361) $ (24) $ (6,031)
======== ======= ====== ====== =========
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)
Cumulative
For the Nine Months Amounts
Ended July 31, since
2005 2006 inception
-------------------- -----------
Cash flows from operating activities:
Net loss $ (361) $ (24) $(6,031)
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 180 220 505
Changes in assets and liabilities:
Accounts payable and
accrued expenses 160 (216) 5
Due to shareholders 19 -- -
------ ------ -------
Net cash used in operating
activities (2) (20) (1,988)
------ ------ -------
Cash flows from investing activities:
Proceeds from sale of assets -- -- 595
Acquisition of assets -- (3,867)
------ ------ -------
Net cash provided by
investing activities (3,272)
------ ------ -------
Cash flows from financing activities:
Proceeds from Stock and
borrowings -- -- 5,311
------ ------ -------
Decrease in cash (2) (20) 51
Cash at beginning of period 2 71 --
------ ------ -------
Cash at end of period $ -- $ 51 $ 51
====== ====== =======
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 and nine months ended July 31, 2006 and July
31, 2005 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, 2005 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 July 31,
2006 or 2005, 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 nine months ended July 31, 2005 and 2006,
101,173,577 shares in 2005 and 99,627,790 shares in 2006. The weighted average
number of shares of common stock outstanding during the three months ended July
31, 2005 and 2006 was 102,236,901 and 100,712,039, respectively. The weighted
average number of shares of common stock outstanding during the period from
inception through July 31, 2006 is 65,982,896.
Note 4: Investment in Joint Venture
In July 2004, the Company entered into an agreement with Octanex NL and
Strata 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).
(5)
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 50,000 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.
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 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 annually
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,
(6)
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 decreased for the nine months ending
July 31, 2006 as compared to the nine months ended July 31, 2005 primarily due
to the Company's decreased level of activity in evaluating various business
opportunities during 2006 and lower compensation during the period.
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
(7)
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 15,000,000 shares of Restricted Common Stock and
19,091,550 shares of Restricted $0.015 Cumulative Convertible Preferred Stock 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.
In early 2004 the Exmouth Joint Venturers entered into and
subsequently settled an agreement with a subsidiary of BHP Billiton Petroleum
Limited ("BHP") for the sale of Exploration Permit WA-322-P to BHP . In return
BHP agreed to the acquisition and processing of 3D seismic in the Joint
Venture's adjacent exploration permit, WA-329-P, as well as a $600,000 initial
cash payment, a deferred cash payment of $1,100,000 contingent upon BHP drilling
a well in WA-322-P and the granting of an overriding royalty interest ranging
from 2.75 to 3.75 percent 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 and WA-322-P, including a
large amount ofseismic data, together with pertinent existing reports and basic
data collected by previous operators in the area. In addition, BHP agreed to
acquire and process a new seismic on behalf of the Exmouth Joint Venture in
WA-329-P as part of the terms of their acquisition of WA-322-P.
In July 2004 the Registrant's 25% share of the initial cash proceeds from
the BHP sale, $150,000, were offset against existing year 2 seismic acquisition
obligations pursuant to the Farmin Agreement. As a term of this arrangement the
Registrant entered into an agreement to reacquire 10,000,000 shares of Common
stock in previously issued to Octanex NL and Strata Resources NL, the
Registrant's Joint Venture partners, for no further outlay. The 10,000,000
shares have been reconveyed and the investment in the Joint Venture has been
reduced with a corresponding reduction in Common Stock and capital in excess of
par value. All subsequent seismic commitment costs in WA-329-P were agreed to be
shared pro rate between the Exmouth Joint Venture participants. However, as a
result of the transaction with BHP it is expected that there will be no further
seismic costs to be born by the Exmouth Joint Venture in relation to the year 2
seismic commitment for WA-329-P.
(8)
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 Venture 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 Venture. 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
Venture was informed that BHP had completed 635 square kilometers of 3D seismic
work on Exploration Permit WA-322-P and 107 square kilometers of 3D seismic work
on Exploration Permit WA-329-P in October, 2005.
On April 18, 2005 the Exmouth Joint Venture entered into a Letter of Offer
from BHP Billiton Petroleum and Apache Northwest, Pty, Ltd. to acquire 100%
interest in Exploration Permit WA-329-P. A finalized Sales and Purchase
Agreement, Royalty Agreement and Transfer of Title was executed July 8, 2005.
The sale consists of the buyers becoming responsible for the terms and
conditions of the Permit, a $400,000 cash payment, which was paid August 9,
2005, a deferred cash payment of $1,000,000 contingent upon the drilling of a
well in WA-329-P, and the grant of an overriding royalty interest ranging from
2.75 to 3.75 percent should there be any future production.
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.
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 issued 3,000,000 shares of Common stock to each of Ernest Geoffrey
(9)
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 will be issued 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 50,000 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 July 31, 2006, 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 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,
(10)
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.
(11)
PART II. OTHER INFORMATION
ROCKY MOUNTAIN MINERALS, INC.
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.
Reports on Form 8-K. The company filed one report on form 8-K on July 31, 2006,
under Item 5.02 which referenced the departure of a director and officer of the
company and the appointment of an officer and director.
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: September 11, 2006 By: /s/ W. Ray Hill
---------------------------
W. Ray Hill
Chief Executive Officer and
Chief Financial Officer
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