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, 2007.
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
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(Registrant's telephone number)
www.rockymountainminerals.com
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(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 June 10, 2007
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
Consolidated Balance Sheet, October 31, 2006 (audited)
and April 30, 2007 (unaudited).............................. 1-2
Consolidated Statements of Operations for the
Six Months and Three Months ended
April 30, 2007 and 2006 and Cumulative Amounts
Since Inception (unaudited)................................. 3
Consolidated Statements of Cash Flows for the Six Months
Ended April 30, 2007 and 2006 and
Cumulative Amounts Since Inception
(unaudited)................................................... 4
Notes to Consolidated 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............................................. 11
Item 2. Changes in Securities and Use of Proceeds..................... 11
Item 3. Defaults Upon Senior Securities............................... 11
Item 4. Submission of Matters to a Vote of
Securities Holders............................................ 11
Item 5. Other Information............................................. 11
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)
CONSOLIDATED BALANCE SHEET
ASSETS
(Amounts in thousand, except per share data)
October 31, April 30,
2006 2007
(Audited) (Unaudited)
---------- ----------
ASSETS
Current Assets:
Cash $ 48 $ 7
Prepaid items - 3
---------- ----------
Total current assets $ 48 $ 10
Assets held for sale-net (Note 2) 150 150
Investment in joint venture (Note 4) 108 108
Deferred offering costs -- 20
--------- ----------
TOTAL ASSETS $ 306 $ 288
========= ==========
See accompanying notes.
(1)
ROCKY MOUNTAIN MINERALS, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
(Amounts in thousands, except per share data)
October 31, April 30,
2006 2007
(Audited) (Unaudited)
------- ---------
Current liabilities:
Accounts payable $ 1 $ 35
Accrued Interest-related party (Note 5) 5 6
Registration costs 40 40
-------- ---------
Total current liabilities 46 81
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,
100,712,039 (2006) 100,712,039
(2007) shares issued and
outstanding 101 101
Capital in excess of par value 3,971 3,971
Deficit accumulated during the
development stage (6,035) (6,089)
Accumulated other comprehensive income -- 1
-------- ---------
Total stockholder's equity 237 184
-------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 306 $ 288
======== =========
See accompanying notes.
(2)
ROCKY MOUNTAIN MINERALS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(Amounts in Thousands, except per share data)
Cumulative
For the Three Months For the Six Months amounts
Ended April 30, Ended April 30, since
2006 2007 2006 2007 inception
------------------ ----------------- ----------
Revenues $ -- $ -- $ -- $ -- $ 872
------- ------- ------- ------- ---------
Costs and expenses:
Mill expense -- 24 -- 34 3,529
General and administrative 2 7 15 19 3,162
Depreciation, depletion
and amortization -- -- -- -- 362
Interest 1 1 4 1 810
------- ------- ------- ------- ---------
Total costs and expenses 3 32 19 54 7,863
Loss before
extraordinary item (3) (32) (19) (54) (6,991)
Extraordinary gain on
extinguishment of debt -- -- -- -- 902
------- ------- ------- ------- ---------
Net loss (Note 2) $ (3) $ (32) $ (19) $ (54) $ (6,089)
======= ======= ======= ======= =========
Loss per share (Note 3): $ * $ * $ * $ * $ (.09)
======= ======= ======= ======= =========
*Less than $0.01 per share.
See accompanying notes.
(3)
ROCKY MOUNTAIN MINERALS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Amounts in Thousands, except per share data)
For the Six Month Cumulative Amounts
Ended April, since inception
2006 2007
-------------------- ------------------
Cash flows from operating activities:
Net loss $ (19) $ (54) $ (6,089)
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 220 -- 505
Gain from Foreign Currency Conversion -- 1 1
Changes in assets and liabilities:
Accounts payable and
accrued expenses (217) 35 41
Prepaid Items -- (3) (3)
------- ------- -----------
Net cash used in operating
activities (16) (21) (2,012)
------- ------- -----------
Cash flows from investing activities:
Proceeds from sale of assets -- -- 595
Acquisition of assets -- (20) (3,887)
------- ------- -----------
Net cash used in
investing activities -- (20) (3,292)
------- ------- -----------
Cash flows from financing activities:
Proceeds from Stock and
borrowings -- -- 5,311
------- ------- -----------
Increase (Decrease) in cash (16) (41) 7
Cash at beginning of period 71 48 --
------- ------- -----------
Cash at end of period $ 55 $ 7 $ 7
======= ======= ===========
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 six months ended April 30, 2007 and April 30, 2006
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, 2006 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 April 30,
2007 or 2006, 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 six months ended April 30, 2006 and 2007,
99,076,680 shares in 2006 and 100,712,039 shares in 2007. The weighted average
number of shares of common stock outstanding during the three months ended April
30, 2006 and 2007 was 100,712,039 and 100,712,039. The weighted average number
of shares of common stock outstanding during the period from inception through
April 30, 2007 is 66,909,957.
Note 4: Investment in Joint Ventures
The Company's investment in the Exmouth Joint Venture reflects its 25%
residual interest in two petroleum exploration permits, offshore Western
Australia following the transactions referred to with BHP Billiton and Apache
(see Oil & Gas Exploration activities), 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. (See Item 2-Oil & Gas Exploration Activities).
(5)
In November 2006, our wholly owned subsidiary, RMMI Australia Pty Ltd
(RMMI), entered into a joint venture heads of agreement with Eagle Bay Resources
N.L. and Audax Resources Limited, in respect to the "Carr-Boyd Joint Venture".
To earn our 51% interest in the two exploration licenses, RMMI must contribute
AU$1 million (the "Contribution") to the joint venture expenditure prior to
September 30, 2010, and to spend at least AU$100,000 in the first six months
following the execution of the Carr Boyd Agreement. RMMI also agreed to
contribute at least AU$48,000 towards the joint venture expenditure for each
exploration license per permit year.
Note 5: Related Party Transactions
Mr. E Geoffrey Albers, a former director of the Company and a holder of
more than 5% of the common stock, 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.
On April 30, 2007, we entered into a non-negotiable convertible promissory
note with Great Missenden Holdings Pty. Ltd. Great Missenden Holdings Pty Ltd is
owned by Ernest Geoffrey Albers, a former director of the Company who retired on
July 31, 2006. Pursuant to the Note, Great Missenden Holdings Pty Ltd will
advance up to an aggregate total of $300,000, to be advanced as follows: $75,000
upon signing of the Note, and $75,000 on each of May 31, 2007, June 30, 2007 and
August 31, 2007. As of the date of this report, $150,000 has been received
pursuant to this Agreement. The Company may, in its sole discretion, waive the
advancement of any or all of the foregoing installments. The Note bears interest
at a rate of 9% per annum, and is payable in full on June 30, 2008. The
principal amount then outstanding under the Note is convertible by Great
Missenden Holdings Pty Ltd at any time into shares of common stock of the
Company at a conversion price of $0.025 per share. In addition, the Note is
automatically convertible immediately prior to a merger of the Company with a
wholly-owned Delaware subsidiary of the Company, into such number of shares of
the Company's common stock which would result in the Lender owning 10% of the
outstanding shares of the Delaware subsidiary after the merger.
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
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
(6)
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.
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 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 the Exmouth Joint Venture reflects its 25%
residual interest in two petroleum exploration permits, offshore Western
Australia following the transactions previously referred to with BHP Billiton
and Apache, 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
(7)
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 or activities at Rochester. In 2002 and 2003 the Registrant sold
thirteen patented mining claims in the Rochester Mining district for $82,192 and
is pursuing the sale of the additional eighteen mining claims in the district.
The Registrant anticipates receiving approximately $150,000 from the remaining
property and recorded an impairment loss in the carrying amount of Assets held
for sale of $268,000 during the third quarter of 2003.
General and administrative expenses increased for the six months ending
April 30, 2007 as compared to the six months ended April 30, 2006 primarily due
to the Company's increased level of activity in evaluating various business
opportunities and exploration costs in connection with the Carr-Boyd Joint
Venture.
The Company plans to seek out further natural resource 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 natural
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. The
Company is also dedicated to exploring, and if warranted, developing and mining
nickel prospects in Australia. We rely on the considerable experience in the
resources 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 efforts to the identification of high quality natural
resource 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 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. 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
(8)
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.
BHP Billiton is contractually committed to the Exmouth Joint Venturers to
shoot the 55 km2 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 km2 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 km2 of 3D seismic work on
Exploration Permit WA-322-P and 107 km2 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.
We have been informed by BHP Billiton that in Permit WA-329-P, a suspension
and extension for the year 4 work program has been sought. BHP Billiton has not
been advised as yet of the outcome of their suspension and extension request.
Regarding Permit WA-322-P, a large regional seismic survey was undertaken by BHP
Billiton and they are currently interpreting the seismic data.
(9)
Mineral Activities
In December 2006, our wholly owned subsidiary, RMMI Australia Pty Ltd,
together with Australian Stock Exchange listed company's, Audax Resources Ltd
and Eagle Bay Resources N.L. entered into a Joint Venture Heads of Agreement, in
respect to the "Carr-Boyd Joint Venture". The purpose of the joint venture is to
explore and, if warranted, develop and mine sulhide hosted nickel. Our
exploration licenses, EL31/491 and EL31/492, are located near Carr-Boyd in
Western Australia.
An assessment of digitally captured Open File surface geochemical data has
been completed. Five anomalies have been defined primarily utilising -0.825mm
samples taken on a 400 by 400m regional grid.
A field trip was undertaken on our nickel tenement interests in the Eastern
Goldfields of Western Australia on April 26 and 27, 2007. Mark A Muzzin our
President, was accompanied by Dr Nigel Brand, Geochemist and Anthony Rechner,
Geologist. The overall objectives of the field trip were with specific
objectives set for each site: o Assess their field relationship in terms of
regolith and recognizable geology. o Assess the effectiveness of historical soil
surveys. o Visit drill lines and costeans to assess the geology.
The field trip has encouraged us to further evaluate our areas, and a
thorough geochemical program has been devised and will be undertaken during the
next quarter.
Through our wholly owned subsidiary, RMMI Australia Pty Ltd, we have also
entered into a Joint Venture Heads of Agreement with Eagle Bay Resources N.L.,
known as the "Australian Nickel Joint Venture". The joint venture participants
will hold a 50:50 interest in any areas the joint venture acquires. The joint
venture is currently actively searching for suitable nickel areas in Western
Australia.
The joint venture has been advised that it has been successful in its
application for an area that will be known as Falcon Bridge Joint Venture. The
area has not been designated with an exploration licence as yet, as Native Title
compliance matters are being addressed.
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 natural resource 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
(10)
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.
See Note 5 for a description of a current financing agreement,
specifically, a promissiory note.
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 April 30, 2007, 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,
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.
(11)
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
On April 30, 2007, we filed a report on Form 8-K regarding "Entry into
Material Definitive Agreement".
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 12, 2007 By: /s/ Mark A. Muzzin
---------------------------
Mark A. Muzzin
Chief Executive Officer and
Chief Financial Officer
(12)