-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V9mTGAOh2KHx18LiMx7S/WDzBJsvrSxwVjWTexVvXtekagRTNozmPQ/OClyo97oH CNxzXPhPu4Z8nToPCy2d/A== 0000932440-06-000254.txt : 20060522 0000932440-06-000254.hdr.sgml : 20060522 20060522171759 ACCESSION NUMBER: 0000932440-06-000254 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060331 FILED AS OF DATE: 20060522 DATE AS OF CHANGE: 20060522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOUNTAINS WEST EXPLORATION INC CENTRAL INDEX KEY: 0000319040 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 850280415 STATE OF INCORPORATION: NM FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-09500 FILM NUMBER: 06859407 BUSINESS ADDRESS: STREET 1: 7609 RALSTON ROAD CITY: ARVADA STATE: CO ZIP: 80002 BUSINESS PHONE: 303 422 8127 MAIL ADDRESS: STREET 1: 7609 RALSTON ROAD CITY: ARVADA STATE: CO ZIP: 80002 10-Q 1 mountswexp_10q-209017ch01.txt MOUNTAINS WEST 10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2006 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 (IRS Employer incorporation or organization) Identification No.) 3111 N. Seminary, Suite 1N, Chicago, Illinois 60657 - --------------------------------------------- -------- (Address of principal executive offices) (Zip Code) Issuer's telephone number (312) 952-7100 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] The number of shares outstanding of the issuer's common stock, par value $.001 per share, at May 15, 2006, was 1,300,018 shares. Table of Contents PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements Balance Sheets March 31, 2006 (unaudited) and December 31, 2005......................... 2 Statements of Operations for the Three Months ended March 31, 2006...................... 3 Statements of Stockholders Equity (Deficit) March 31, 2006 (unaudited).................. 4 Statements of Cash Flows for the Three Months ended March 31, 2006 ..................... 5 Notes to Consolidated Financial Statements (unaudited).................................. 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations... 8 Item 3 Controls and Procedures................................................................. 11 PART II - OTHER INFORMATION Item 1. Legal Proceedings....................................................................... 11 Item 2. Changes in Securities................................................................... 11 Item 3. Defaults upon Senior Securities......................................................... 11 Item 4. Submission of Matters to a Vote of Security Holders..................................... 11 Item 5. Other Information....................................................................... 11 Item 6. Exhibits and Reports on Form 8-K........................................................ 11 Signatures...................................................................................... 12
PART I. FINANCIAL INFORMATION MOUNTAINS WEST EXPLORATION, INC. FINANCIAL STATEMENTS THREE MONTHS ENDED MARCH 31, 2006 (UNAUDITED) 1 MOUNTAINS WEST EXPLORATION, INC. Balance Sheets March 31, 2006 (Unaudited)
Unaudited Audited March 31, December 31, 2006 2005 ---------------- --------------- ASSETS Current Assets: Cash $ 35,500 $ - ---------------- --------------- Total Current Assets 35,500 - ---------------- --------------- Other Assets: Deposit 250,000 - ---------------- --------------- Total Other Assets 250,000 - ---------------- --------------- TOTAL ASSETS $ 285,500 $ - ================ =============== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts Payable 61,979 25,450 Accrued Interest 4,433 4,433 Notes Payable 235,000 197,000 ---------------- --------------- Total Current Liabilities 301,412 226,883 ---------------- --------------- Long-Term Debt: Notes Payable - Convertible Debentures 247,500 - ---------------- --------------- Total Long-Term Debt 247,500 - ---------------- --------------- Stockholders Equity Common stock, no par value, 50,000,000 shares 1,582,786 1,582,786 authorized, 1,300,018 shares issued and outstanding March 31, 2006 and December 31, 2005 Retained Earnings (Deficit) (1,846,198) (1,809,669) ---------------- --------------- Total Stockholders' Equity (Deficit) (263,412) (226,883) ---------------- --------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 285,500 $ - ================ ===============
The accompanying notes are an integrated part of these financial statements. 2 MOUNTAINS WEST EXPLORATION, INC. Statement of Operations March 31, 2006 (Unaudited)
Three-Months Ended March 31, -------------------------------- 2006 2005 ----------- ----------- REVENUE: Revenue $ - $ 62,510 ------------ ----------- Total Income - 62,510 ------------ ----------- EXPENSES: Operating Expenses 615 27,649 Administration Expenses 35,914 18,796 ------------ ----------- TOTAL EXPENSES 36,529 46,445 ------------ ----------- NET LOSS FROM OPERATIONS $ (36,529) $ 16,065 ============ =========== PER SHARE INFORMATION: Weighted average number of common shares outstanding 1,300,018 999,994 ------------ ----------- Net Loss per common share $ (0.03) $ - ============ ===========
The accompanying notes are an integrated part of these financial statements. 3 MOUNTAINS WEST EXPLORATION, INC. Stockholders' Equity (Deficit) March 31, 2006 (Unaudited)
Deficit COMMON STOCKS Accum. During Total --------------------- Development Stockholders' # of Shares Amount Stage Equity ------------- ------------- Balance - December 31, 2001 740,409 1,554,786 (1,573,676) (18,890) --------- ---------- ------------- ------------- Net Loss for Year - - (4,094) (4,094) --------- ---------- ------------- ------------- Balance - December 31, 2002 740,409 1,554,786 (1,577,770) (22,984) --------- ---------- ------------- ------------- Net Loss for Year - - (16,483) (16,483) --------- ---------- ------------- ------------- Balance - December 31, 2003 740,409 1,554,786 (1,594,253) (39,467) --------- ---------- ------------- ------------- Issuance of stock for cash 259,609 25,000 - 25,000 Net Profit for the Year - - 1,433 1,433 --------- ---------- ------------- ------------- Balance - December 31, 2004 1,000,018 1,579,786 (1,592,820) (13,034) --------- ---------- ------------- ------------- Issuance of stock for cash 300,000 3,000 - 3,000 Net Loss for Year - - (216,849) (216,849) --------- ---------- ------------- ------------- Balance - December 31, 2005 1,300,018 1,582,786 (1,809,669) (226,883) --------- ---------- ------------- ------------- Net Loss for Period - - (36,529) (36,529) --------- ---------- ------------- ------------- Balance - March 31, 2006 1,300,018 $1,582,786 $ (1,846,198) $ (263,412) ========= ========== ============= ============= All shares of stock reflects a 1 for 50 reverse split in April 2005
The accompanying notes are an integrated part of these financial statements. 4 MOUNTAINS WEST EXPLORATION, INC. Statement of Cash Flows March 31, 2006 (Unaudited)
Three-Months Ended March 31, -------------------------- 2006 2005 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Profit/Loss $(36,529) $ 16,065 Adjustments to reconcile net loss to net cash used by operating activities Changes in operating assets and liabilities Increase in Accounts Payable and Accruals 36,529 (34,861) (Increase) in Other Assets (250,000) - ---------- ---------- NET CASH USED IN OPERATING ACTIVITIES (250,000) (18,796) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from Notes Payable - Convertible 247,500 Proceeds from Notes Payable 38,000 - ---------- ---------- NET CASH USED FOR FINANCING ACTIVITIES 285,500 - ---------- ---------- NET INCREASE IN CASH & CASH EQUIVALENTS 35,500 (18,796) ---------- ---------- BEGINNING CASH & CASH EQUIVALENTS - 30,637 ---------- ---------- ENDING CASH & CASH EQUIVALENTS $ 35,500 $ 11,841 ========== ========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for interest $ - $ 297 ========== ========== Cash paid for Income Taxes $ - $ - ========== ==========
5 MOUNTAINS WEST EXPLORATION, INC. Notes to Financial Statements March 31, 2006 Note 1 - PRESENTATION OF INTERIM INFORMATION: In the opinion of the management of Mountains West Exploration, Inc. the accompanying unaudited financial statements include all normal adjustments considered necessary to present fairly the financial position as of March 31, 2006 and the results of operations for the three-months ended March 31, 2006 and 2005, and the related cash flows for the three-months ended March 31, 2006 and 2005. Interim results are not necessarily indicative of results for a full year. The financial statements and notes are presented as permitted by Form 10-QSB, and do not contain certain information included in the Company's audited financial statements and notes for the fiscal year ended December 31, 2005. Note 2 - GOING CONCERN: The Company's financial statements have been presented on the basis that it is a going concern, which contemplated the realization of assets and the satisfaction of liabilities in the normal course of business. The Company's ability to continue as a going concern is dependent upon its ability to develop additional sources of capital or locate a merger candidate and ultimately, achieve profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties. Management is seeking new capital to revitalize the Company. Note 3 - NOTES PAYABLE - RELATED PARTY: Following is the summary of Notes Payable at March 31, 2006: LD Acquisition, LLC - A one year loan at 18% interest per annum. $235,000 ======= Note 4 - NOTES PAYABLE - CONVERTIBLE DEBENTURE: On March 31, 2006 the Company had the following additional Notes Payable: Note payable to William Kargle, bearing 7% interest per annum, due March 1, 2007 unless sooner converted. $ 35,000 Note payable to Thomas Case, bearing 7% interest per annum, due March 1, 2007, unless sooner converted. 25,000 Note payable to Northwest Cedar Products, or its designees, bearing 7% interest per annum, due March 1, 2007, unless sooner converted. 62,500 Note payable to Anthony Gagliardi, bearing 7% interest per annum, due March 1, 2007, unless sooner converted. 25,000 Note payable to Albert Pick III, bearing 7% interest per annum, due March 1, 2007, unless sooner converted. 100,000 ------- Total Notes Payable $247,500 -------- These notes are all convertible at a 25% discount to the Private Placement offering price of approximately $1.25 per share. This Private Placement is in process of raising capital and should take place in the second quarter of 2006. 6 Note 5 - DISCONTINUED OPERATIONS: Due to the unitization of the Company's fractional interests in wells into the Spanish Peaks Federal unit by the operator, which resulted in a revenue back charge estimated at $40,000 for overpayment of revenue, and the anticipation of future charges to revenues for development and workover, the Company has assigned its interest in the Spanish Peaks unit to a non-affiliate in consideration for the assumption of all of the revenue back charges and future assessments. Note 6 - SUBSEQUENT EVENT: On March 22, 2006, the Company signed a letter of intent to purchase an online dating and online education business from Think Partnership, Inc. the Company has paid Think Partnership, Inc. a deposit of $250,000 to be credited against the purchase price if the transaction is completed. The $250,000 deposit will only be returned to the Company, if Think Partnership sells the Selected Subsidiaries to a third party. Think Partnership, Inc. has also agreed to pay Mountains West Exploration, Inc. a breakup fee of $250,000. Mountains West Exploration, Inc. has borrowed the funds for this deposit from a related party, LD Acquisition, LLC, a Delaware limited liability company ("LD"). 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Cautionary and Forward Looking Statements In addition to statements of historical fact, this Form 10-QSB contains forward-looking statements. The presentation of future aspects of Mountains West Exploration, Inc., ("Mountains West Exploration, Inc." the "Company" or "issuer") found in these statements is subject to a number of risks and uncertainties that could cause actual results to differ materially from those reflected in such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," or "could" or the negative variations thereof or comparable terminology are intended to identify forward-looking statements. These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause Mountains West Exploration, Inc. actual results to be materially different from any future results expressed or implied by Mountains West Exploration, Inc. in those statements. Important facts that could prevent Mountains West Exploration, Inc. from achieving any stated goals include, but are not limited to, the following: Some of these risks might include, but are not limited to, the following: (a) volatility or decline of the Company's stock price; (b) potential fluctuation in quarterly results; (c) failure of the Company to earn revenues or profits; (d) inadequate capital to continue or expand its business, inability to raise additional capital or financing to implement its business plans; (e) failure to make sales; (f) rapid and significant changes in markets; (g) litigation with or legal claims and allegations by outside parties; or (h) insufficient revenues to cover operating costs. There is no assurance that the Company will be profitable, and the Company may not be able to successfully develop, or manage any business, the Company may not be able to attract or retain qualified executives and personnel, and competition and government regulation may hinder the Company's business attempts. Further, additional dilution in outstanding stock ownership may be incurred due to the issuance of more shares, warrants and stock options, or the exercise of warrants and stock options, and other risks inherent in business. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the factors described in other documents the Company files from time to time with the Securities and Exchange Commission, including the Quarterly Reports on Form 10-QSB and Annual Report on Form 10-KSB filed by the Company in 2005 and any Current Reports on Form 8-K filed by the Company. 8 Results of Operations for the Three-Months Ended March 31, 2006 compared to Same Period in 2005 The Company had revenues of $0 in the three month period in 2006 compared to $62,510 in the period in 2005 from production sales from fractional working interests. The Company divested itself of fractional producing working interests in June 2005, when the production was unitized by the operator and the Company was notified of significant back charges against future revenues, as well as a significantly reduced ownership in the unit. The cost of goods sold was $0 and $0 in the three month period in 2006 and 2005 respectively. The Company experienced $615 in operating expense in the three month period in 2006 compared to $27,649 in such expense in the same period in 2005. There was administrative expense incurred in the period of $35,914 in 2006 and $18,796 in 2005. The total expenses in the period were $36,529 in 2006 and $46,445 in 2005. The net loss for the period was ($36,929) in 2006 compared to a net profit of 16,065 in 2005 for the same period. The net loss per share was (0.03) in the period in 2006 as compared to a net profit per share of less than $0.01 in 2005. Changes in Financial Condition Year to date the Company experienced an increase in cash position to $35,500 at quarter end. The Company's long term debt is $247,500. The Company has total current liabilities in the amount of $301,412. The Company expects the trend will be increased losses due to no revenues. Liquidity and Capital Resources Year to date, the Company had a increased cash position, which remains insufficient for any significant operations. The Company had $35,500 in cash at quarter end. The Company's total assets are $285,500. The Company's only capital resources are its common stock which might be sold to raise capital. NEED FOR ADDITIONAL FINANCING The Company does not have capital sufficient to meet the Company's cash needs, to operate, and pay debt, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934. The Company will have to seek loans or equity placements to cover such cash needs. Lack of capital may be a sufficient impediment to prevent it from accomplishing the goal of expanding its operations. There is no assurance, that without funds it will ultimately allow the Company to carry out its business. The Company will need to raise additional funds to continue and expand its business activities in the next twelve months. 9 No commitments to provide additional funds have been made by management or other stockholders. Accordingly, there can be no assurance that any additional funds will be other than available to the Company to allow it to cover its expenses as they may be incurred. Irrespective of whether the Company's cash assets prove to be inadequate to meet the Company's operational needs, the Company might seek to compensate providers of services by issuances of stock in lieu of cash. On March 22, 2006, the Company signed a letter of intent to purchase an online dating and online education business from Think Partnership, Inc. The Company has paid Think Partnership, Inc. a deposit of $250,000 to be credited against the purchase price if the transaction is completed. The $250,000 deposit will only be returned to the Company if Think Partnership sells the Selected Subsidiaries to a third party. Think Partnership, Inc. has also agreed to pay the Company a breakup fee of $250,000. The Company has borrowed the funds for this deposit from a related party, LD. There can be no assurance that this transaction will be consummated. The consummation of this transaction would require the raise of significant additional funds and the satisfaction of several additional conditions. There can be no assurances that these funds can or will be raised. GOING CONCERN The Company's auditor has issued a "going concern" qualification as part of his opinion in the Audit Report. There is substantial doubt about the ability of the Company to continue as a "going concern." The Company has no business, limited capital, no debt minimal cash, no other liquid assets, and no capital commitments. Management hopes to seek and obtain funding, via loans or private placements of stock for operations, debt and to provide working capital. SUBSEQUENT EVENTS On February 6, 2006 the Company entered into a Letter of Extension with LD, an entity indirectly owned by Lee Wiskowski and Doug Stukel. The Letter of Extension extends the due date of the Promissory Note, made by the Company to LD on November 15, 2005 for the principal amount of One Hundred Ninety-Seven Thousand and NO/100 Dollars ($197,000) together with simple interest computed at a rate of (18%) per annum, to May 6, 2006 (the "Note"). This note was further extended on May 11, 2006 to extend such due date to November 15, 2006. OFF-BALANCE SHEET ARRANGEMENTS We are not a party to any off-balance sheet arrangements. 10 ITEM 3. CONTROLS AND PROCEDURES a. Evaluation of Disclosure Controls and Procedures: As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934 (the "Exchange Act"). Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. b. Changes in Internal Control over Financial Reporting: There were no changes in the Company's internal control over financial reporting identified in connection with the Company evaluation of these controls as of the end of the period covered by this report that could have significantly affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction action with regard to significant deficiencies and material weakness. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. NONE ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS. NONE ITEM 3. DEFAULTS UPON SENIOR SECURITIES. NONE ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. NONE ITEM 5. OTHER INFORMATION. NONE ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) 31 302 Sarbanes-Oxley Certification 31.1 302 Sarbanes-Oxley Certification 32 906 Sarbanes-Oxley Certification 32.1 906 Sarbanes-Oxley Certification (b) Reports on Form 8-K. 8K filed 2/10/06 8K filed 2/28/06 11 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. May 22, 2006 /S/LEE WISKOWSKI ---------------------------- Lee Wiskowski, President /S/DOUGLAS STUKEL ---------------------------- Douglas Stukel, Treasurer (principal financial officer) 12 EX-31 2 exh31-1_1104571.txt EXHIBIT 31.1 SECTION 302--SARBANES OXLEY ACT CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT EXHIBIT 31.1 CERTIFICATE CERTIFICATION OF DISCLOSURE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Mountains West Exploration, Inc. (the "Company") on Form 10-Q for the period ended March 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"). I, Lee Wiskowski, President and principal executive officer of the Company, certify, pursuant to 18 USC section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief: (1) I am the certifying Officer and I have reviewed the report being filed; (2) Based on my knowledge, the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report; (3) Based on my knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of, and for, the periods presented in the report. (4) I and the other certifying officers are responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in paragraph (c) of this section) for the issuer and have: i. Designed such disclosure controls and procedures to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made know to them by others within those entities, particularly during the period in which the periodic reports are being prepared; ii. Evaluated the effectiveness of the issuer's disclosure controls and procedures as of the filing date of the report, March 31, 2006; and iii. Presented in the report their conclusions about the effectiveness of the disclosure controls and procedures based on their evaluation as of March 31, 2006; (5) I and the other certifying officers have disclosed, based on their most recent evaluation, to the issuer's auditors and the audit committee of the Board of Directors (or persons fulfilling the equivalent function); i. All significant deficiencies in the design or operation of internal controls which could adversely affect the issuer's ability to record, process, summarize and report financial data and have identified for the issuer's auditors any material weaknesses in internal controls; and ii. Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal controls; and (6) I and the other certifying officers have indicated in the report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: May 22, 2006 /S/ LEE WISKOWSKI __________________________________ Lee Wiskowski, President (principal executive officer) EX-31 3 exh31-2_1104572.txt EXHIBIT 31.2 SECTION 906--SARBANES OXLEY ACT CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT EXHIBIT 31.2 CERTIFICATE CERTIFICATION OF DISCLOSURE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Mountains West Exploration, Inc. (the "Company") on Form 10-Q for the period ended March 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"). I, Douglas Stukel, Treasurer and principal financial officer of the Company, certify, pursuant to 18 USC section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief: (1) I have reviewed the report being filed; (2) Based on my knowledge, the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report; (3) Based on my knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of, and for, the periods presented in the report. (4) I and the other certifying officers are responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in paragraph (c) of this section) for the issuer and have: i. Designed such disclosure controls and procedures to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made know to them by others within those entities, particularly during the period in which the periodic reports are being prepared; ii. Evaluated the effectiveness of the issuer's disclosure controls and procedures as of the filing date of the report, March 31, 2006; and iii. Presented in the report their conclusions about the effectiveness of the disclosure controls and procedures based on their evaluation as of March 31, 2006; (5) I and the other certifying officers have disclosed, based on their most recent evaluation, to the issuer's auditors and the audit committee of the Board of Directors (or persons fulfilling the equivalent function); i. All significant deficiencies in the design or operation of internal controls which could adversely affect the issuer's ability to record, process, summarize and report financial data and have identified for the issuer's auditors any material weaknesses in internal controls; and ii. Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal controls; and (6) I and the other certifying officers have indicated in the report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: May 22, 2006 /S/ DOUGLAS STUKEL ___________________________________ Douglas Stukel, Treasurer (principal financial officer) EX-32 4 exh32-1_1104573.txt EXHIBIT 32.1 SECTION 906--SARBANES OXLEY ACT CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 32.1 In connection with the Quarterly Report of Mountains West Exploration, Inc. (the "Company") on Form 10-Q for the period ending March 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"). I, Lee Wiskowski, President and Principal Executive Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief. (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /S/ LEE WISKOWSKI ____________________________________ Lee Wiskowski, President (principal executive officer) Dated: May 22, 2006 EX-32 5 exh32-2_1104574.txt EXHIBIT 32.2 SECTION 906--SARBANES OXLEY ACT CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 32.2 In connection with the Quarterly Report of Mountains West Exploration, Inc. (the "Company") on Form 10-Q for the period ending March 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"). I, Douglas Stukel, Treasurer and principal financial officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief. (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /S/ DOUGLAS STUKEL ___________________________________ Douglas Stukel, Treasurer (principal financial officer) Dated: May 22, 2006 -----END PRIVACY-ENHANCED MESSAGE-----