-----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, I3IPJz5seJ2tccVmkSlVHGiWCzEZu51/YZaMln1BcD4G3+KqAH0ew19PYKkV8sUh 8bn+EjGGEftgIEZvXih+Dg== 0001072588-04-000234.txt : 20040618 0001072588-04-000234.hdr.sgml : 20040618 20040618144911 ACCESSION NUMBER: 0001072588-04-000234 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040618 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: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-09500 FILM NUMBER: 04870645 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 10QSB 1 mweiq304.txt FORM 10-QSB 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 March 31, 2004 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 (I.R.S. Employer incorporation or organization) Identification No.) P.O. Box 754, Trinidad, Colorado 81802 - -------------------------------- -------- (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code: 719-846-2623 Indicate by check mark whether the issuer (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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [__] The number of shares outstanding of the issuer's common stock, par value $.001 per share, at March 31, 2004, was 37,019,271 shares. MOUNTAINS WEST EXPLORATION, INC. FINANCIAL STATEMENTS FOR THE THREE-MONTHS ENDED MARCH 31, 2004 (UNAUDITED) MICHAEL JOHNSON & CO., LLC Certified Public Accountants 9175 East Kenyon Ave., Suite 100 Denver, Colorado 80237 Michael B. Johnson C.P.A. Telephone: (303) 796-0099 Member: A.I.C.P.A. Fax: (303) 796-0137 Colorado Society of C.P.A.s ACCOUNTANTS REVIEW REPORT Board of Directors Mountains West Exploration, Inc. Trinidad, CO We have reviewed the accompanying balance sheet for Mountains West Exploration, Inc. for March 31, 2004 and the related statements of operations for the three-months ended March 31, 2004 and 2003, and cash flows for the three-months ended March 31, 2004 and 2003, included in the accompanying Securities and Exchange Commission 10-QSB for the period ended March 31, 2004. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. The review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with accounting principles generally accepted in the United States. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, conditions exist which raise substantial doubt about the Company's ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations. Management's plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We have previously audited, in accordance with auditing standards generally accepted in the United States, the balance sheet as of December 31, 2003, and the related statements of operations, stockholders' equity (deficit) and cash flows for the year then ended (not presented herein). In our report dated February 23, 2004, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of March 31, 2004, is fairly stated in all material respects in relation to the balance sheet from which it has been derived. Michael Johnson & Co, LLC May 21, 2004 /s/Michael Johnson & Co, LLC
MOUNTAINS WEST EXPLORATION, INC. Balance Sheets (Unaudited) March 31, December 31, 2004 2003 --------------- --------------- ASSETS Current Assets: Cash $ 6,997 $ 11,711 --------------- --------------- Total Current Assets 6,997 11,711 --------------- --------------- Fixed Assets: Office Equipment 15,819 15,819 Leases & Well Equipment 1,236 1,236 --------------- --------------- 17,055 17,055 Less: Accumulated Depreciation (14,361) (14,253) --------------- --------------- Total Fixed Assets 2,694 2,802 --------------- --------------- Other Assets: Undeveloped Property 1,540 1,540 Leases 10,045 - Mineral Interests 12,740 12,740 --------------- --------------- Total Other Assets 24,325 14,280 --------------- --------------- TOTAL ASSETS $ 34,016 $ 28,793 =============== =============== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts Payable 2,500 - Current Portion - Long-Term Debt 5,787 18,744 --------------- --------------- Total Current Liabilities 8,287 18,744 --------------- --------------- Long-Term Debt: Long-Term Debt 61,292 49,516 --------------- --------------- Total Long-Term Debt 61,292 49,516 --------------- --------------- Stockholders Equity Common stock, no par value, 50,000,000 shares 1,554,786 1,554,786 authorized, 37,019,721 shares issued and outstanding Retained Earnings (Deficit) (1,590,349) (1,594,253) --------------- --------------- Total Stockholders' Equity (Deficit) (35,563) (39,467) --------------- --------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 34,016 $ 28,793 =============== ===============
See Accountants Review Report
MOUNTAINS WEST EXPLORATION, INC. Statements of Operations (Unaudited) Three-Months Ended March 31, 2004 2003 ---- ---- Revenue: Oil and Gas Income $ 29,987 $ 16,656 ----------- ---------- Total Income 29,987 16,656 ----------- ---------- Cost of Goods Sold 1,000 271 ----------- ---------- Net Income 28,987 16,385 ----------- ---------- Costs and Expenses: Operating Expenses 12,635 7,397 Administration Expenses 12,448 1,882 ----------- ---------- Total Expenses 25,083 9,279 ----------- ---------- Net Loss from Operations $ 3,904 $ 7,106 =========== ========== Per Share Information: Weighted average number of common shares outstanding 37,019,721 37,019,721 ----------- ---------- Net Loss per common share * * =========== ========== * Less than $.01
See Accountants Review Report
MOUNTAINS WEST EXPLORATION, INC. Stockholders' Equity (Deficit) March 31, 2004 (Unaudited) Deficit COMMON STOCKS Accum. During Total Development Stockholders' # of Shares Amount Stage Equity ----------- ------ ----- ------ Balance - December 31, 2000 38,010,000 $1,555,777 $(1,546,201) $ 9,576 Cancellation of stocks (990,279) (991) - (991) Net Loss for Year - - (27,475) (27,475) Balance - December 31, 2001 37,019,721 1,554,786 (1,573,676) (18,890) ---------- ---------- ----------- --------- Net Loss for Year - - (4,094) (4,094) ---------- ---------- ----------- --------- Balance - December 31, 2002 37,019,721 1,554,786 (1,577,770) (22,984) ---------- ---------- ----------- --------- Net Loss for Year - - (16,483) (16,483) ---------- ---------- ----------- --------- Balance - December 31, 2003 37,019,721 1,554,786 (1,594,253) (39,467) ---------- ---------- ----------- --------- Net Profit for Period - - 3,904 3,904 ---------- ---------- ----------- --------- Balance - March 31, 2004 37,019,721 $1,554,786 $(1,590,349) $ (35,563) ========== ========== =========== =========
See Accountants Review Report
MOUNTAINS WEST EXPLORATION, INC. Statements of Cash Flow (Unaudited) Indirect Method Three-Months Ended March 31, 2004 2003 ---- ---- Cash Flows from Operating Activities: Net Profit $ 3,904 $ 7,106 Adjustments to reconcile net loss to net cash used by operating activities Depreciation 108 - Changes in operating assets and liabilities Increase in Accounts Payable 2,500 - (Increase) in Other Assets (10,045) - ------- ------- Net Cash Used in Operating Activities (3,533) 7,106 ------- ------- Cash Flows from Financing Activities: Payments on Notes Payable (1,181) - ------- ------- Net Cash Used for Financing Activities (1,181) - ------- ------- Net Increase in Cash & Cash Equivalents (4,714) 7,106 Beginning Cash & Cash Equivalents 11,711 1,613 ------- ------- Ending Cash & Cash Equivalents $ 6,997 $ 8,719 ======= ======= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for interest $ 297 $ 297 ======= ======= Cash paid for Income Taxes $ - $ - ======= =======
See Accountants Review Report MOUNTAINS WEST EXPLORATION, INC. Notes to Financial Statements March 31, 2004 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 30, 2004 and the results of operations for the three-months ended March 31, 2004 and 2003, and cash flows for the three-months ended March 31, 2004 and 2003. 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, 2003. Note 2 - Going Concern: The Company's financial statements have been presented on the basis that it is a going concern, which contemplates 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. 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," 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 busi- ness, inability to raise additional capital or financ -ing to implement its business plans; (e) failure to commercialize its technology or to make sales; (f) rapid and significant changes in markets; (g) litigation with or legal claims and allegations by outside parties; (h) insufficient revenues to cover operating costs. There is no assurance that the Company will be profitable, the Company may not be able to successfully develop, manage or market its products and services, the Company may not be able to attract or retain qualified executives and technology personnel, the Company's products and services may become obsolete, government regulation may hinder the Company's business, 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 the Company's businesses. 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 2004 and any Current Reports on Form 8-K filed by the Company. The Company owns small ownership interests in producing coal bed methane wells in Las Animas county, Colorado and has leases on 4,000 acres for coal bed methane in northern New Mexico, none of which are explored or developed. The Company is currently considering options for developing these minerals. Changes in Financial Condition During the quarter the Company experienced a decrease in cash position to $6,997 from year end 2002 of $11,711. The Company's total debt increased by $11,000 approximately during the quarter as a result of leasing activities. The Company's total liabilities are approximately $61,292. It is Management's belief that the Company will be able to meet its operating expenses during the remainder of the fiscal year. RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2004, COMPARED TO SAME PERIOD IN 2003. The company had revenue from methane production in the quarter in 2004 of $29,987 compared to $16,656 in 2003. The cost of goods sold was $1,000 in 2004 and $271 in 2003. The operating expenses were $12,635 and $7,397 in the quarter in 2004 and 2003 respectively. Administration expense was $12,448 in 2004 and $1,882 in 2003 in the quarter. Total expenses were $25,083 in the quarter in 2004 compared to $9,279 in the same quarter in 2003. The profit on operations was $3,904 in the quarter in 2004 compared to $7,106 in the same quarter in 2003. The decrease in profit was due to increased administration, salaries and expenses. The profit per share was nominal in the period in 2004 and 2003. Management expects that the revenue and expense will continue at its current rate for the balance of 2004 barring unusual economic conditions. NEED FOR ADDITIONAL FINANCING The Company does not have capital sufficient to meet the Company's cash needs, 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 its existing capital may be a sufficient impediment to prevent it from accomplishing the goal of expanding its operations. There is no assurance, however, that without funds it will ultimately allow company to carry out its business The Company will need to raise additional funds to expand its business activities in the next twelve months. 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 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. 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, debt in excess of $69,000, $8,267 of which is current, $6,997 in cash, minimal other liquid assets, and no capital commitments. The effects of such conditions could easily be to cause the Company's bankruptcy. Management hopes to seek and obtain funding, via loans or private placements of stock for operations, debt and to provide working capital. Management has plans to seek capital in the form of loans or stock private placements in the next quarter of approximately $250,000. ITEM 3. CONTROLS AND PROCEDURES a. Evaluation of Disclosure Controls and Procedures: Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required. 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 Other than the judgment described in the Company's annual report on form 10KSB, incorporated herein by reference, management knows of no legal proceedings or unsatisfied judgments which have not been provided for in any court or agency to which the Company or any of its officers or directors are or may be a party. ITEM 2. CHANGES IN SECURITIES NONE ITEM 3. DEFAULTS UPON SENIOR SECURITIES NONE ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDER NONE ITEM 5. OTHER INFORMATION NONE ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) 32 906 Sarbanes-Oxley Certification 31 302 Sarbanes-Oxley Certification (b) Reports on Form 8-K. NONE SIGNATURES In accordance with section 13 to 15 (d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Robert A. Doak, Jr. May 24, 2004 - - -------------------------------------------------------- Robert A. Doak, Jr. President, Chief Executive Officer and Chief Financial Officer EX-31 2 ex31.txt CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT I, Robert A. Doak, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Mountains West Exploration, Inc.; 2. Based on my knowledge, this quarterly 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 this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: April 22, 2004 /s/ Robert A. Doak - - ----------------------- Robert A. Doak President EX-32 3 ex32.txt Exhibit 32 CERTIFICATION Exhibit 32 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Robert A. Doak, President, CEO, and Acting Chief Financial Officer of Mountains West Exploration, Inc. (the "Company"), certify that: 1. The Quarterly Report on Form 10QSB of the Company for the period ended March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (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. Dated: April 22, 2004 Officer: Robert A. Doak Name: /s/ Robert A. Doak ---------------------------- Position: President, CEO -----END PRIVACY-ENHANCED MESSAGE-----