-----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, GzRQoP3hxBmnMdx/oODOxD09agb/504LYw1uBqhtF1FqZWm+XGnEXDEPqlVwPcpH MtWvIZCeanR+jSqDC0HyxQ== 0001065949-04-000105.txt : 20041110 0001065949-04-000105.hdr.sgml : 20041110 20041109170548 ACCESSION NUMBER: 0001065949-04-000105 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20041109 DATE AS OF CHANGE: 20041109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ILER DENIS R CENTRAL INDEX KEY: 0001282415 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7609 RALSTON ROAD CITY: ARVADA STATE: CO ZIP: 80002 SUBJECT COMPANY: 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: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-57641 FILM NUMBER: 041130434 BUSINESS ADDRESS: STREET 1: 616 CENTRAL AVE SE STE 230 CITY: ALBUQUERQUE STATE: NM ZIP: 87102 BUSINESS PHONE: 5052434949 MAIL ADDRESS: STREET 1: P O BOX 754 CITY: TRINIDAD STATE: CO ZIP: 81082 SC 13D 1 sc13dskye_mwex.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) MOUNTAINS WEST EXPLORATION, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) - -------------------------------------------------------------------------------- (CUSIP Number) Denis Iler 2000 Wadsworth Blvd., PMB 179 Lakewood, CO 80214, (303)232-1926 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 3, 2004 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 6 Pages) - ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Skye Blue Ventures, LLC - 20-01884901 ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* Investors and Principals in Reporting Entity ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - Colorado Limited Liability Corporation ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 21,989,061 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 21,989,061 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,989,061 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 SCHEDULE 13D - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER Common Stock, $.001 par value per share of Mountains West Exploration, Inc., 7609 Ralston Road, Arvada, Colorado 80002, a New Mexico Corporation. - -------------------------------------------------------------------------------- ITEM 2. IDENTITY AND BACKGROUND (a) Denis Iler, Manager and primary beneficial owner of Skye Blue Ventures, LLC (b) 2000 Wadsworth Blvd., PMB 179, Lakewood, CO 80214, (303)232-1926 (c) Denis R. Iler, age 65, President and Director, received a BA in Math from San Jose State University in California, and an MBA from Regis University in 1982. He was a comptroller with Berge Exploration from 1978 to 1984. Since 1984, he has been President and principal accountant for Business Financial Systems, Inc., an independent accounting firm, providing tax and accounting services for the small business community, including oil and gas, construction, and real estate brokerage accounting. He was a director of NELX, Inc. from 1999-2001. He was elected Director and appointed President of Jagged Edge Mountain Gear, Inc. in 2004. (d) During the last five years the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor has any final order, judgment, or decree been entered enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: United States of America. - -------------------------------------------------------------------------------- ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Total funds for share purchase were $125,000. The funds were from personal funds of principals and investors in Skye Blue Ventures, LLC. 9,008,332 shares were sold for $100,000 in conjunction with a Share Purchase Agreement by and between Robert A. Doak, Jr. and Skye Blue Ventures, LLC, a Colorado Limited Liability Corporation, dated November 3, 2004. 12,980,729 shares were issued from Mountains West Exploration, Inc., a New Mexico corporation for $25,000. - -------------------------------------------------------------------------------- Page 3 ITEM 4. PURPOSE OF TRANSACTION The Reporting Person acquired the securities in order to invest in the Company. There are no plans or proposals known to the Reporting Person, as of date hereof, other than as contained in the Share Purchase Agreement, which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, other than the acquisition of control by Skye Blue Ventures, LLC, a Colorado Limited Liability Corporation pursuant to the Share Purchase Agreement and Subscription Agreement; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; except that the reporting person intends to have the company sell the production assets in bulk; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the board; except that Robert A. Doak, Jr. resigned as Director and President effective immediately and David G. Shier has tendered his resignation as Director effective upon compliance with Section 14f of the Securities Exchange Act of 1934. Denis Iler has been appointed President and a Director as of November 3, 2004, and Redgie Green has been appointed Director effective 10 days after mailing of Notice pursuant to Section 14f of the Securities Exchange Act of 1934; (e) Any material change in the present capitalization or dividend policy of the Issuer; except that Reporting Person intends to cause the implementation of a reverse split of the issued and outstanding common stock; (f) Any other material change in the Issuer's business or corporate structure including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition or control of the Issuer by any person; except that a name change, reverse split and restatement of Articles is contemplated; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter/dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. - -------------------------------------------------------------------------------- Page 4 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Aggregate number of shares owned: 21,989,061 Percent of outstanding shares owned: 44% Aggregate number of options owned: 0 Percent of outstanding options owned: 0% (b) Sole Power of voting for Reporting Person: 21,989,061 (c) Transactions in securities in the past 60 days for Reporting Person: None (d) No other person is known to have power to direct receipt of dividends from, or proceeds from sale of such securities. (e) Not applicable. - -------------------------------------------------------------------------------- ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Share Purchase Agreement by and between Robert A. Doak, Jr. and Skye Blue Ventures, LLC, a Colorado Limited Liability Corporation, dated November 3, 2004. whereby reporting person purchased 9,008,332 shares of Mountains West Exploration, Inc. from Robert A. Doak, Jr. Subscription Agreement with Mountains West Exploration, Inc. dated November 3, 2004 whereby reporting person purchased 12,980,729 shares of Mountains West Exploration, Inc. from the Company. - -------------------------------------------------------------------------------- ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 10.1 - Share Purchase Agreement Exhibit 10.2 - Subscription Agreement - -------------------------------------------------------------------------------- Page 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 10, 2004 ---------------------------------------- (Date) Skye Blue Ventures, LLC by:/s/Denis Iler ---------------------------------------- (Signature) Denis Iler, Manager ---------------------------------------- (Name/Title) Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Page 6 EX-10.1 2 ex101.txt SHARE PURCHASE AGREEMENT This Share Purchase Agreement ("Agreement"), dated as of November 3, 2004, between Robert A. Doak, Jr., and Skye Blue Ventures, LLC (the "Buyer"). W I T N E S S E T H: A. WHEREAS, Seller is the principal shareholder and creditor. B. WHEREAS, Buyer wishes to purchase an aggregate of 9,008,332 shares of common stock of Mountains West Exploration, Inc. (MWEX) from Seller (the "Purchase Shares"), after all of the conditions under this contract have been performed and MWEX desires to sell the Purchase Shares to Buyer pursuant to this agreement. C. WHEREAS, prior to the transaction Buyer is not an affiliate of MWEX. NOW, THEREFORE, it is agreed among the parties as follows: ARTICLE I The Consideration 1.1 Subject to the conditions set forth herein, Seller shall sell to Buyer and Buyer shall purchase 9,008,332 common shares Mountains West Exploration, Inc.. The aggregate purchase price for the shares to be paid by Buyer to Seller is $100,000 (the "Consideration") of which $100,000 is herewith paid as full consideration for the purchase of Sellers shares if all of the terms and conditions of this Agreement are met. ARTICLE II Closing and Issuance of Shares 2.1 The Sellers shares (9,008,332) shall be delivered to Buyer upon delivery of the cash purchase consideration of $100,000 to Seller. 2.2 Closing hereunder shall be completed upon delivery of the cash consideration, and share certificates on or before November 4, 2004 at 5:00 p.m. MDT ("Closing Date") subject to satisfaction of the terms and conditions set forth herein. 1 ARTICLE III Representations, Warranties and Covenants of Seller Seller hereby, represents, warrants and covenants to Buyer as follows: 3.1 Mountains West Exploration, Inc. (MWEX) is a corporation duly organized, validly existing and in good standing under the laws of the State of New Mexico, and has the corporate power and authority carry on its business. The Articles of Incorporation and Amendments and Bylaws of MWEX, which will be delivered to Buyer at closing, are complete and accurate, and the minute books of MWEX, copies of which have also been delivered to Buyer, contain a record, which is complete and accurate in all material respects, of all meetings, and all corporate actions of the shareholders and Board of Directors of MWEX. 3.2 The authorized capital stock of MWEX consists of 50,000,000 shares of common stock. There are 37,019,271 shares of Common Stock of MWEX issued and outstanding as of date hereof. All such shares of capital stock of MWEX are validly issued, fully paid, non-assessable and free of preemptive rights. MWEX has no outstanding warrants, or other rights to purchase, or subscribe to, or other securities convertible into or exchangeable for any shares of capital stock of MWEX, or contracts or arrangements of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of MWEX. 3.3 This Agreement has been duly authorized, validly executed and delivered on behalf of Seller and is a valid and binding agreement and obligation of Seller enforceable against the parties in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and Seller has complete and unrestricted power to enter into and to consummate the transactions contemplated by this Agreement. 3.4 Neither the making of nor the compliance with the terms and provisions of this Agreement and consummation of the transactions contemplated herein by Seller will conflict with or result in a breach or violation of the Articles of Incorporation or Bylaws of MWEX, or of any material provisions of any indenture, mortgage, deed of trust or other material agreement or instrument to which Seller or MWEX is a party, or of any material provision of any law, statute, rule, regulation, or any existing applicable decree, judgment or order by any court, federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over MWEX or Seller, or any of its material properties or assets, or will result in the creation or imposition of any material lien, charge or encumbrance upon any material property or assets of MWEX pursuant to the terms of any agreement or instrument to which MWEX is a party or by which MWEX may be bound or to which any of MWEX property is subject and no event has occurred with which lapse of time or action by a third party could result in a material breach or violation of or default by Seller or MWEX. 2 3.5 There is no claim, legal action, arbitration, governmental investigation or other legal or administrative proceeding, nor any order, decree or judgment in progress, pending or in effect, or to the best knowledge of Seller threatened against or relating to MWEX or affecting any of its assets, properties, business or capital stock. There is no continuing order, injunction or decree of any court, arbitrator or governmental authority to which MWEX is a party or by which MWEX or its assets, properties, business or capital stock are bound. 3.6 MWEX has accurately prepared and filed all federal, state and other tax returns required by law, domestic and foreign, to be filed by it through its fiscal 2003 year and has paid or made provisions for the payment of all taxes shown to be due and all additional assessments, and adequate provisions have been and are reflected in the financial statements of MWEX for all current taxes and other charges to which MWEX is subject and which are not currently due and payable. None of the Federal income tax returns of MWEX have been audited by the Internal Revenue Service or other foreign governmental tax agency. Seller has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal or state) pending or threatened against MWEX for any period, nor of any basis for any such assessment, adjustment or contingency. 3.7 MWEX has delivered to Buyer unaudited financial statements for the period ended September 30, 2004. All such statements, herein sometimes called "MWEX Financial Statements" are complete and correct in all material respects and, together with the notes to these financial statements, present fairly the financial position and results of operations of MWEX for the periods indicated within the knowledge of MWEX. All financial statements of MWEX have been prepared in accordance with generally accepted accounting principles. 3.8 As of the date hereof, MWEX, represents and warrants that all outstanding indebtedness of MWEX is as shown on the financial statements attached hereto (the updated statements) as of September 30, 2004. Any and all accruals to officers and directors shall be waived and released by each officer or director, in writing. 3.9 Since the dates of the updated Seller Financial Statements, there have not been any material adverse changes in the business or condition, financial or otherwise, of MWEX within the knowledge of MWEX. MWEX does not have any liabilities, commitments or obligations, secured or unsecured except as shown on updated financials (whether accrued, absolute, contingent or otherwise), and except for accruals, legal fees, consulting fees and costs of this transaction. 3.10 MWEX is not a party to any contract performable in the future. 3.11 The representations and warranties of Seller shall be true and correct as of the date hereof and closing date. 3.12 Seller will deliver to Buyer, all of MWEX corporate books and records, and will turn over all original corporate records at closing. 3.13 MWEX has no employee benefit plan in effect at this time. 3 3.14 No representation or warranty by the MWEX in this Agreement, or any certificate delivered pursuant hereto contains any untrue statement of a material fact or omits to state any material fact necessary to make such representation or warranty not misleading. 3.15 Buyer has received copies of Form 10KSB as filed with the Securities and Exchange Commission ("SEC") which included audits for the year ended December 31, 2003 and each of its other reports to shareholders filed with the SEC through the period of September 30, 2004. MWEX is a registered company under the Securities Exchange Act of 1934, as amended and is current in its filings. 3.16 Seller has not made to Buyer any general solicitation or general advertising regarding the shares of common stock. 3.17 MWEX has incurred no liabilities except as shown on the financial statements or referenced in 3.8 hereof and fees in conjunction with this transaction, which fees incurred in conjunction with this transaction shall be paid at closing Procedure for Closing 4.1 At the Closing Date, the purchase and sale shall be consummated after satisfaction of all conditions precedent set forth in Article V and VIII, by Seller's stock certificates for the Purchase Shares being delivered, duly signed and guaranteed by Seller for 9,008,332 shares of common stock to Buyer, upon receipt of the Consideration for the share purchase, together with issuance or delivery of all other items, agreements, warranties, and representations set forth in this Agreement. ARTICLE V Conditions Precedent to the Consummation of the Purchase The following are conditions precedent to the consummation of the Agreement on or before the Closing Date: 5.1 Seller shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Closing Date. 5.2 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties or MWEX hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 4 5.3 The representations and warranties made by Seller in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date, except to the extent that such representations and warranties may be untrue on and as of the Closing Date because of changes caused by transactions suggested or approved in writing by the Buyer. ARTICLE VI Termination and Abandonment 6.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to or on the Closing Date: (a) By mutual consent of parties; (b) By either party, if any condition set forth in Article V or any other Article relating to the other party has not been met or has not been waived; (c) By Buyer, if any suit, action, or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit, or otherwise affect the consummation of the transactions contemplated hereby; (d) By Buyer, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; (e) By Seller, if the Closing does not occur, through no failure to act by Seller, on closing date, or if Buyer fails to deliver the consideration required herein; (f) If all of the outstanding liabilities cannot be settled at closing; 6.2 Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof. ARTICLE VII Continuing Representations and Warranties and Covenants 7.1 The respective representations, warranties, and covenants of the parties hereto and agreements of the parties hereto shall survive after the closing under this Agreement for a period of two years hereafter in accordance with the terms thereof. 5 ARTICLE VIII Miscellaneous 8.1 This Agreement embodies the entire agreement between the parties, and there have been and are no agreements, representations or warranties among the parties other than those set forth herein or those provided for herein, except that a companion document, the Reorganization Agreement, has been executed concurrently which contains numerous warranties and representations. 8.2 To facilitate the execution of this Agreement, any number of counterparts hereof may be executed, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one instrument. 8.3 All parties to this Agreement agree that if it becomes necessary or desirable to execute further instruments or to make such other assurances as are deemed necessary, the party requested to do so will use its best efforts to provide such executed instruments or do all things necessary or proper to carry out the purpose of this Agreement. 8.4 This Agreement may not be amended except by written consent of both parties. 8.5 Any notices, requests, or other communications required or permitted hereunder shall be delivered personally or sent by overnight courier service, prepaid, addressed as follows: To Seller: Robert A. Doak, Jr. P.O. Box 754 Trinidad, CO 81082 To Buyer: Skye Blue Ventures, LLC 2000 Wadsworth Blvd., #179 Lakewood, CO 80214 or such other addresses as shall be furnished in writing by any party, and any such notice or communication shall be deemed to have been given as of the date received. 8.6 No press release or public statement will be issued relating to the transactions contemplated by this Agreement without prior approval of the Buyer and Sellers. However, MWEX may issue at any time any press release or other public statement it believes on the advice of its counsel it is obligated to issue to avoid liability under the law relating to disclosures, but the party issuing such press release or public statement shall make a reasonable effort to give the other party prior notice of and opportunity to participate in such release or statement. 6 8.7 This Agreement shall be governed by and construed in accordance with and enforced under the laws of the state of Colorado applicable to all agreements made hereunder. Venue and jurisdiction for any legal actions hereunder shall be District Court in and for Jefferson County, Colorado. 8.8 In the event of a breach or default of this Agreement or any of the continuing covenants hereunder which results in a party or any effected shareholder who is a beneficiary of a surviving or continuing covenant, commencing legal action, the prevailing party in such legal action shall be entitled to an award of all legal fees and costs of the action, against the non-prevailing party. 8.9 Denis Iler shall be appointed at closing as CEO/CFO, effective immediately. 8.12 Concurrent with the consummation hereof, Seller shall cause the Board of MWEX to appoint two new directors, of Buyer's choice. 7 IN WITNESS WHEREOF, the parties have executed this Agreement this 3rd day of November, 2004. ROBERT A. DOAK, JR. By: ________________________________ Name: ______________________________ Tile: ______________________________ BUYER: SKYE BLUE VENTURES, LLC By:________________________________ 8 EX-10.2 3 ex102.txt SUBSCRIPTION AGREEMENT This Subscription Agreement ("Agreement"), dated as of November 3, 2004, between Mountains West Exploration, Inc. , ("MWEX") a New Mexico Corporation, and Sky Blue Ventures, LLC (the "Buyer"). W I T N E S S E T H: A. WHEREAS, MWEX is a corporation duly organized under the laws of the State of New Mexico and Seller is the principal shareholder and creditor. B. WHEREAS, Buyers wish to purchase an aggregate of 12,980,729 shares of common stock from MWEX from MWEX (the "Shares"), and MWEX desires to sell the Shares to Buyers pursuant to this agreement. NOW, THEREFORE, it is agreed among the parties as follows: ARTICLE I The Consideration 1.1 Subject to the conditions set forth herein, MWEX shall sell to Buyers and Buyers shall purchase post reverse split (post reverse split) common shares from Seller. The aggregate purchase price for the shares to be paid by Buyers to Seller is $25,000 (the "Consideration") of which $25,000 is herewith paid as full consideration for the purchase of the shares. ARTICLE II Closing and Issuance of Shares 2.1 The subscription for New Shares is granted by MWEX for 12,980,729 shares to Buyers upon deposit of the consideration of $25,000 in escrow for the subscription. The New Shares are hereby subscribed are to be issued immediately. 2.2 Closing hereunder shall be completed by release from escrow of the cash consideration, the loan proceeds and share certificates on or before November 4, 2004 at 5:00 p.m. MDT ("Closing Date") subject to satisfaction of the terms and conditions set forth herein. Consideration may be delivered by Federal Express or wire transfers, and any closing documents may be delivered by facsimile, Federal Express or other appropriate means. 1 ARTICLE III Representations, Warranties and Covenants of MWEX MWEX and Seller hereby, represents, warrants and covenants to Buyers as follows: 3.1 MWEX is a corporation duly organized, validly existing and in good standing under the laws of the State of New Mexico, and has the corporate power and authority carry on its business. The Articles of Incorporation and Amendments and Bylaws of MWEX, which will be delivered to Buyers at closing, are complete and accurate, and the minute books of MWEX, copies of which have also been delivered to Buyers, contain a record, which is complete and accurate in all material respects, of all meetings, and all corporate actions of the shareholders and Board of Directors of MWEX. 3.2 The authorized capital stock of MWEX consists of 50,000,000 shares of common stock. There are 37,019,271 shares (approximately) of Common Stock of MWEX issued and outstanding as of date hereof and will be prior to. All such shares of capital stock of MWEX are validly issued, fully paid, non-assessable and free of preemptive rights. MWEX has no outstanding warrants, or other rights to purchase, or subscribe to, or other securities convertible into or exchangeable for any shares of capital stock of MWEX, or contracts or arrangements of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of MWEX. This Agreement has been duly authorized, validly executed and delivered on behalf of MWEX and is a valid and binding agreement and obligation of MWEX enforceable against the parties in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and MWEX has complete and unrestricted power to enter into and to consummate the transactions contemplated by this Agreement. 3.3 Neither the making of nor the compliance with the terms and provisions of this Agreement and consummation of the transactions contemplated herein by MWEX will conflict with or result in a breach or violation of the Articles of Incorporation or Bylaws of MWEX, or of any material provisions of any indenture, mortgage, deed of trust or other material agreement or instrument to which MWEX is a party, or of any material provision of any law, statute, rule, regulation, or any existing applicable decree, judgment or order by any court, federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over MWEX, or any of its material properties or assets, or will result in the creation or imposition of any material lien, charge or encumbrance upon any material property or assets of MWEX pursuant to the terms of any agreement or instrument to which MWEX is a party or by which MWEX may be bound or to which any of MWEX property is subject and no event has occurred with which lapse of time or action by a third party could result in a material breach or violation of or default by MWEX. 3.4 There is no claim, legal action, arbitration, governmental investigation or other legal or administrative proceeding, nor any order, decree or judgment in progress, pending or in effect, or to the best knowledge of MWEX threatened against or relating to MWEX or affecting any of its assets, properties, business or capital stock (except lawsuits with forced pooling parties). There is no continuing order, injunction or decree of any court, 2 arbitrator or governmental authority to which MWEX is a party or by which MWEX or its assets, properties, business or capital stock are bound. 3.5 MWEX has accurately prepared and filed all federal, state and other tax returns required by law, domestic and foreign, to be filed by it through its fiscal 2003 year and has paid or made provisions for the payment of all taxes shown to be due and all additional assessments, and adequate provisions have been and are reflected in the financial statements of MWEX for all current taxes and other charges to which MWEX is subject and which are not currently due and payable. None of the Federal income tax returns of MWEX have been audited by the Internal Revenue Service or other foreign governmental tax agency. MWEX has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal or state) pending or threatened against MWEX for any period, nor of any basis for any such assessment, adjustment or contingency. 3.6 MWEX has delivered to Buyers unaudited financial statements for the period ended June 30, 2004. All such statements, herein sometimes called "MWEX Financial Statements" are complete and correct in all material respects and, together with the notes to these financial statements, present fairly the financial position and results of operations of MWEX for the periods indicated within the knowledge of MWEX and/or Seller. All financial statements of MWEX have been prepared in accordance with generally accepted accounting principles. 3.7 As of the date hereof, MWEX, represents and warrants that all outstanding indebtedness of MWEX is as shown on the financial statements attached hereto (the updated statements), except debts shown in June 30, 2004 financial statements, and accruals since December 31, 2003. Any and all accruals to officers and directors shall be waived and released by each officer or director, in writing at closing. 3.8 Since the dates of the updated MWEX Financial Statements, there have not been any material adverse changes in the business or condition, financial or otherwise, of MWEX within the knowledge of MWEX and/or Seller. MWEX does not have any liabilities, commitments or obligations, secured or unsecured except as shown on updated financials (whether accrued, absolute, contingent or otherwise), and except for accruals, for legal fees and costs, consulting fees and costs of this transaction. 3.9 MWEX is not a party to any contract performable in the future. 3.10 The representations and warranties of MWEX and Seller shall be true and correct as of the date hereof. 3.11 MWEX has delivered to Buyers, all of its corporate books and records for review, and will turn over all original corporate records at closing 3.12 MWEX has no employee benefit plan in effect at this time. 3.13 No representation or warranty by MWEX or the Seller in this Agreement, or any certificate delivered pursuant hereto contains any untrue statement of a material fact or omits to state any material fact necessary to make such representation or warranty not misleading. 3 3.14 Buyer has received copies of Form 10KSB as filed with the Securities and Exchange Commission ("SEC") which included audits for the year ended December 31, 2003 and each of its other reports to shareholders filed with the SEC through the period of June 30, 2004. MWEX is a registered company under the Securities Exchange Act of 1934, as amended and is current in its filings. 3.15 MWEX has not made to Buyers any general solicitation or general advertising regarding the shares of MWEX common stock. 3.16 MWEX has incurred no liabilities except as shown on the financial statements or referenced in 3.7 hereof and fees in conjunction with this transaction. 3.17 It is a requirement that the New Share Purchase proceeds shall be used to pay on going reporting and maintenance costs. Procedure for Closing 4.1 On November 3, 2004 the subscription shall be consummated after satisfaction of all conditions precedent set forth in Article V and VIII, and MWEX common stock certificates for the 12,980,729 Purchase Shares shall be delivered, upon receipt of the Consideration for the Subscription, together with issuance or delivery of all other items, agreements, warranties, and representations set forth in this Agreement. ARTICLE V Conditions Precedent to the Consummation of the Purchase The following are conditions precedent to the consummation of the Agreement on or before the Closing Date: 5.1 MWEX shall have performed and complied with all of its respective obligations hereunder which are to be complied with or performed on or before the Closing Date. 5.2 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 4 5.3 The representations and warranties made by MWEX in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date, except to the extent that such representations and warranties may be untrue on and as of the Closing Date because of changes caused by transactions suggested or approved in writing by the Buyers. ARTICLE VI Termination and Abandonment 6.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to or on the Closing Date: (a) By mutual consent of parties; (b) By either party, if any condition set forth in Article V or any other Article relating to the other party has not been met or has not been waived; (c) By Buyers, if any suit, action, or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit, or otherwise affect the consummation of the transactions contemplated hereby; (d) By Buyers, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; (e) By MWEX, if the Subscription payment does not occur, through no failure to act by MWEX, on November 4, 2004, or if Buyers fails to deliver the consideration required herein; (f) If all of the outstanding liabilities fees and accruals cannot be settled at closing; 6.2 Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition. 5 ARTICLE VII Continuing Representations and Warranties and Covenants 7.1 The respective representations, warranties, and covenants of the parties hereto and agreements of the parties hereto shall survive after the closing under this Agreement for a period of two years hereafter in accordance with the terms thereof. ARTICLE VIII Miscellaneous 8.1 This Agreement embodies the entire agreement between the parties, and there have been and are no agreements, representations or warranties among the parties other than those set forth herein or those provided for herein, except that a companion document, the Reorganization Agreement, has been executed concurrently which contains numerous warranties and representations. 8.2 To facilitate the execution of this Agreement, any number of counterparts hereof may be executed, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one instrument. 8.3 All parties to this Agreement agree that if it becomes necessary or desirable to execute further instruments or to make such other assurances as are deemed necessary, the party requested to do so will use its best efforts to provide such executed instruments or do all things necessary or proper to carry out the purpose of this Agreement. 8.4 This Agreement may not be amended except by written consent of both parties. 8.5 Any notices, requests, or other communications required or permitted hereunder shall be delivered personally or sent by overnight courier service, prepaid, addressed as follows: To MWEX: Mountains West Exploration, Inc. P.O. Box 754 Trinidad, CO 81082 To Seller: Mountains West Exploration, Inc. P.O. Box 754 Trinidad, CO 81082 To Buyer: Skye Blue Ventures, LLC 2000 Wadsworth Blvd., #179 Lakewood, CO 80214 6 or such other addresses as shall be furnished in writing by any party, and any such notice or communication shall be deemed to have been given as of the date received. 8.6 No press release or public statement will be issued relating to the transactions contemplated by this Agreement without prior approval of the Buyers and Sellers. However, MWEX may issue at any time any press release or other public statement it believes on the advice of its counsel it is obligated to issue to avoid liability under the law relating to disclosures, but the party issuing such press release or public statement shall make a reasonable effort to give the other party prior notice of and opportunity to participate in such release or statement. 8.7 This Agreement shall be governed by and construed in accordance with and enforced under the laws of the state of Colorado applicable to all agreements made hereunder. Venue and jurisdiction for any legal actions hereunder shall be District Court in and for Jefferson County, Colorado. 8.8 In the event of a breach or default of this Agreement or any of the continuing covenants hereunder which results in a party or any effected shareholder who is a beneficiary of a surviving or continuing covenant, commencing legal action, the prevailing party in such legal action shall be entitled to an award of all legal fees and costs of the action, against the non-prevailing party. 7 IN WITNESS WHEREOF, the parties have executed this Agreement this 3rd day of November, 2004. MOUNTAINS WEST EXPLORATION, INC. By: _________________________________ Name: _______________________________ Title: ________________________________ BUYERS: Skye Blue Ventures, LLC By:________________________________ 8 -----END PRIVACY-ENHANCED MESSAGE-----