Item 1. Business.
General ------- Intermountain Resources, Inc. (the "Company"), was organized under Nevada law on May 12, 1980, for the primary purpose of acquiring, developing, and if economically warranted achieving production of precious minerals, primarily silver and gold. As of this date the Company has no mineral properties.
The Company's operations have been oriented toward the acquisition of possessory, leasehold, or fee simple interests in nonproducing mineral prospects. In light of the Company's limited financial resources, there are no present plans to acquire interests in any nonproducing mineral properties. A Board of Directors meeting was held May 1, 2002, to consider the future of the Company. A consensus was reached that the Company should seek some individual or group who would be interested in taking control of the Company and recapitalizing it. During the year ended April 30, 2003, preliminary discussions were held with two such groups; however, neither discussion was fruitful. Pending unforeseen developments, the Company will be in a dormant state.
Recent Activities ----------------- During the years from 1982 to 1988, the Company conducted a grass roots reconnaissance exploration program in portions of the Western United States. At April 30, 2002, the Company held three groups of unpatented claims. The Company did not have sufficient cash at August, 31, 2002, to pay the required Federal rentals of $100 per claim to maintain the claims for another year so the claims were dropped.
On June 13, 2000, the Company sold its patented mining claims located in the Aurora Mining District, Mineral County, NV for $80,000.
The Company has engaged in only one industry segment, the exploration and development of mineral prospects for silver and gold.
The Company does not currently engage in any research and development activities. The Company does not own any patents, trademarks, licenses, franchises or concessions. Backlog is not material to an understanding of the Company's business. No portion of the Company's business is subject to renegotiation of profits or termination of contracts at the election of the federal government. The Company has no operations in foreign countries and no sales or revenues derived from customers in foreign countries. The Company has no full time employees.
Item 2.
Item 2. Properties.
	At April 30, 2003, the Company had no mineral prospects or other property, plant and equipment.
Item 3.
Item 3. Legal Proceedings.
By letter dated March 10, 1994, the Forest Service notified the Company that the Forest Service has determined a release of hazardous substances covered under the Comprehensive Environmental Response, Compensation, and Liability Act occurred at Siskon Mine, located on the Klamath National Forest. The Company was named as a potentially responsible party along with six other corporations or individuals. By letter dated March 31, 1994, the Company advised the Forest Service that the Company at one time had an option to lease the property and during the option period performed assessment work required by the 1872 Mining Law. However, at no time did the Company have an ownership interest (or even an interest as lessee) in either the Siskon Mine or the mining claims that covered the subject lands nor had the Company ever attempted to operate the property.
In a letter dated May 24, 1994, the Forest Service stated, ". . . we believe it is possible a court of law could find such activities to be "operations" within the liability provisions of CERCLA 107(a)." That letter transmitted a series of questions concerning the activities of the Company and other entities and individuals with respect to the property. The Company responded to the questions of the Forest Service by letter dated July 7, 1994. On November 27, 1996, the Company received a letter from the Forest Service inviting the submission by November 29, 1996 of an offer to settle the matter. The Company requested an extension of time to January 15, 1997 to respond. By letter dated January 13, 1997, the Company denied any responsibility for the matters described by the Forest Service, and advised them that the Company has neither the technical expertise nor financial capability to conduct the response actions contemplated by them.
	The Company received a letter dated July 31, 2001, from the Forest Service which stated in part, "Based on information currently available, the Forest Service has no plans to seek recovery of its response costs from Intermountain Resources, Inc."
The Company knows of no other pending legal proceedings or governmental investigations or proceedings to which the Company is or may be a party.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the fourth quarter of the Company's fiscal year ended April 30, 2003, to a vote of shareholders, through the solicitation of proxies or otherwise.
Part II ------- Item 5.
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters.
	There is no active market for the Company's common stock, $.01 par value.
The Company has not, since inception, paid dividends on its common stock, nor does the Company contemplate paying dividends in the foreseeable future.
As of April 30, 2003, there were approximately 800 shareholders of record of the Company's common stock.
Item 6.
Item 6. Selected Financial Data.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with the Company's financial statements contained in Item 8 of this report.
Liquidity and Capital Resources - ------------------------------- At April 30, 2003, the Company had working capital of $559. This is not a sufficient amount of money with which to undertake any significant activity. Therefore, the Company's activities will cease unless some individual or group takes control of the Company and recapitalizes it.
The Company has not engaged in any transaction involving "derivatives" nor does the Company expect to do so; thus, exposure to the volatility of these investment instruments is nonexistent.
Results of Operations - ---------------------
General - ------- The Company's mining revenues (production royalties and advance minimum royalties except in 2001 when the patented mining claims in the Aurora Mining District were sold for $80,000) were erratic. Historically, the monies received in any one year were a result of new leases signed during a year which were, in turn, a function of fluctuating industry interest in geographic areas in which the Company's prospects were located. Amounts received in any one year were not necessarily predictive of amounts (if any) which may have been received in the future.
Fiscal 2003 - ----------- 	There were no mining revenues during the year nor were there any unallocated exploration expenses during the year.
	General and administrative expenses decreased some $24,000 primarily due to the cessation of salary payments together with associated payroll tax expense.
Fiscal 2002 - ----------- 	There were no mining revenues during the year.
	Unallocated exploration expense (primarily Federal delay rentals on unpatented claims) amounted to $2,688 for the year.
	General and administrative expenses decreased $32,000. Salary expense was $20,000 less than in the prior year; professional fees (primarily audit expense) were $8,000 less than in the prior year; the remainder of the decrease consisted of small miscellaneous items.
Fiscal 2001 - ----------- 	Mining revenues amounted to $80,000, the gross proceeds received from the sale of the patented claims in the Aurora Mining District.
	Unallocated exploration expense decreased by $3,400 because no exploratory work was performed during the year.
	General and administrative expenses increased $13,000. Fees for auditing services and quarterly reviews comprised $9,000 of the increase; and the remainder consisted of small miscellaneous items.
	The $6,000 carrying value of the patented claims in the Aurora Mining District was written off as a result of the sale of those claims.
Effect of Price Changes - ----------------------- Inflation has not significantly affected the cost of exploring for precious metals. Prices of these commodities have fluctuated widely during the year and may continue to do so.
Item 7A.
Item 7A. Market Risk
	Required disclosures concerning market risk are not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Index to Financial Statements and Supplemental Schedules
INDEPENDENT AUDITOR'S REPORT on Financial Statements for the years ended April 30, 2002 and 2001
Financial Statements for the Years Ended April 30, 2003 (unaudited), 2002, and 2001 Balance Sheets Statements of Operations and Accumulated Deficit Statements of Cash Flows Notes to Financial Statements
	The Company meets the requirements of Rule 3-11 of Regulation S-X for the year ended April 30, 2003. Therefore the financial statements for that year are unaudited.
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors Intermountain Resources, Inc.
	I have audited the accompanying balance sheets of Intermountain Resources, Inc. as of April 30, 2002 and 2001, and the related statements of operations and accumulated deficit and cash flow for each of the two years then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.
	I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
	In my opinion, the financial statements referred to above present fairly, in all material respects, the Company's financial position as of April 30, 2002 and 2001, and the results of its operations and its cash flow for each of the two years then ended in conformity with generally accepted accounting principles.
	The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company's significant operating losses and minimal working capital raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
DALE W. MCGHIE Reno, Nevada May 17, 2002
INTERMOUNTAIN RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS For the years ended April 30, 2003 (unaudited), 2002, and 2001 - ----------------------------------------------------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations: Intermountain Resources, Inc. was incorporated under Nevada law on May 12, 1980, for the primary purpose of acquiring, developing, and, if economically warranted, achieving production of precious minerals, primarily gold and silver.
Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
	Comprehensive Income Items: Companies are required to present 	comprehensive income (consisting primarily of net income plus other 	direct equity charges and credits) and its components as part of 	the basic financial statements. The Company's financial statements 	do not contain any changes in equity that are required to be reported 	separately in comprehensive income.
Cash and Cash Equivalents: For purposes of preparing the statement of cash flows, the Company considers money market funds and certificates of deposit with a maturity of three months or less to be cash equivalents.
Mineral Properties: Acquisition and exploration costs are initially capitalized and will be, in general, amortized ratably over production or will be charged to expense upon disposition of the properties.
Unallocated Exploration Expenses: Expenses incurred in general exploration and evaluation of properties for potential acquisition and cost of completing required assessment work as well as Federal delay rentals were charged to expense unless a property was actually acquired.
Dividends: In accordance with Nevada Revised Statutes, the Company's dividend policy prohibits payments of dividends in excess of its retained earnings.
2. GOING CONCERN
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements, the Company has achieved minimal earnings or incurred operating losses for several years and has minimal working capital at April 30, 2003. These factors, among others, may indicate that the Company may be unable to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and, ultimately, to attain successful operations. Therefore, the Company's activities may be expected to cease during fiscal 2004 unless some individual or group takes control of the Company and recapitalizes it.
	On March 3, 2003, the President of the Company made a $1,000 cash 	contribution to provide working capital to the Company. The 	contribution has been credited to additional paid-in capital. No 	inference should be drawn that the President will make similar 	contributions in future.
3. MINERAL PROPERTIES
The following tabulation shows the mineral prospect inventory of the Company and the capitalized cost associated with each prospect:
2003 2002 ---- ---- Elizabeth $ - $ 476 Iron Point - 1 MD - 36 ----- ------ Total $ - $ 513 ===== ====== As with most natural resource prospects, the economic worth of the above assets bears no particular relationship to their recorded cost.
4. INCOME TAXES
The Company provides for deferred income taxes on temporary differences between amounts reported for financial statement and income tax purposes.
The Company's total deferred tax asset and deferred tax liability at April 30, 2003 and 2002 is as follows:
2003 2002 ---- ---- Total deferred tax asset $ 89,000 $105,000 Total deferred tax liability -- -- ------- ------- 89,000 105,000 Deferred tax asset valuation allowance ( 89,000) (105,000) ------- ------- $ -- $ -- ======= =======
	 The deferred tax asset as of April 30, 2003 and 2002 resulted from 	 Federal net operating loss carryforwards. For the years ended 	 April 30, 2003 and 2002, $25,000 and $88,000 respectively in Federal 	 net operating losses expired and the losses will continue to expire 	 through the year ending April 30, 2023. As the Company does not 	 anticipate the ability to utilize the net operating losses before 	 they expire, a valuation allowance has been established to offset 	 the net deferred tax asset.
As mentioned above, the Company has Federal net operating losses from prior years which are available to use to offset taxable income.
5. CONTINGENCY
By letter dated March 10, 1994, the Forest Service notified the Company that the Forest Service has determined a release of hazardous substances covered under the Comprehensive Environmental Response, Compensation, and Liability Act occurred at Siskon Mine, located on the Klamath National Forest. The Company was named as a potentially responsible party along with six other corporations or individuals. By letter dated March 31, 1994, the Company advised the Forest Service that the Company at one time had an option to lease the property and during the option period performed assessment work required by the 1872 Mining Law. However, at no time did the Company have an ownership interest (or even an interest as lessee) in either the Siskon Mine or the mining claims that covered the subject lands nor had the Company ever attempted to operate the property.
In a letter dated May 24, 1994, the Forest Service stated, ". . . we believe it is possible a court of law could find such activities to be "operations" within the liability provisions of CERCLA 107(a)." That letter transmitted a series of questions concerning the activities of the Company and other entities and individuals with respect to the property. The Company responded to the questions of the Forest Service by letter dated July 7, 1994. On November 27, 1996, the Company received a letter from the Forest Service inviting the submission by November 29, 1996 of an offer to settle the matter. The Company requested an extension of time to January 15, 1997 to respond. By letter dated January 13, 1997, the Company denied any responsibility for the matters described by the Forest Service, and advised them that the Company has neither the technical expertise nor financial capability to conduct the response actions contemplated by them.
	The Company received a letter dated July 31, 2001, from the Forest 	Service which stated in part, "Based on information currently available, 	the Forest Service has no plans to seek recovery of its response costs 	from Intermountain Resources, Inc."
- ----------------------------------------------------------------------
Item 9.
Item 9. Disagreements on Accounting and Financial Disclosure.
There have been no disagreements between the Company and its independent auditors concerning any matter of accounting principle or practice or financial statement disclosure which would be required to be reported under this item.
Part III -------- Item 10.
Item 10. Directors and Executive Officers of the Registrant.
The following table sets forth certain information with respect to the directors and executive officers of the Company:
Period of Service as Position(s) an Officer Name Age With the Company or Director Term Expires - ---- --- ---------------- ----------- ------------ Lewis W. Watson(1) 61 Pres., Treas. May, 1980 to Next Annual and Director date Meeting
Thomas C. Pool 61 Sec. and Director May, 1980 to Next Annual date Meeting
Maurice O. Reiber(1) 72 Director May, 1980 to Next Annual August, 1982; Meeting and June, 1984 to date
Gerald G. Reiber(1) 66 Director May, 1980 to Next Annual August, 1982; Meeting and June, 1984 to date
(1) May be deemed a "parent" or "founder" of the Company
All directors of the Company will hold office until the next annual meeting of shareholders and until their successors have been elected and qualified. The officers of the Company, who are elected at the annual meeting of the Board of Directors, hold office until their successors are chosen and qualified, or until their death, resignation or removal.
There is no family relationship between or among directors and officers of the Company, except that Maurice O. Reiber and Gerald G. Reiber are brothers.
The following are brief accounts of the business experience of each director and officer of the Company:
Lewis W. Watson has been President, Treasurer and a director of the Company since its inception. He is a certified public accountant.
Thomas C. Pool has been a director of the Company since October, 1982. He is a registered professional engineer in the State of Colorado who has worked in various capacities in the mining industry since his graduation from Colorado School of Mines in 1968. Mr. Pool has advised the Company that Colorado does not register engineering specialties.
Maurice O. Reiber was employed by the City and County of Denver Building Inspection Division from 1966 to his retirement in February, 1988.
Gerald G. Reiber was employed by Adolph Coors Company as a metal worker from 1969 until his retirement May 1, 1995.
No director of the Company serves as a director of any other company with a class of securities registered pursuant to the Securities Exchange Act of 1934 or subject to the requirements of Section 15(d) of that Act or any company registered as an investment company under the Investment Company Act of 1940.
Item 11.
Item 11. Executive Compensation.
Compensation paid to Lewis W. Watson during the three years ended April 30, 2003, is set forth in the following tabulation.
Year Amount ---- ------ 2003 $ - 2002 20,000 2001 40,000
Pursuant to a resolution of the Board of Directors dated January 1, 1995, Mr. Watson has been compensated at a rate of $40,000 per year subject to the Company's ability to pay. This arrangement has been acceptable to Mr. Watson and is deemed by the Board of Directors to be reasonable for the time and effort expended by him.
Services performed by the president during the three fiscal years ended in 2003 included quarterly, annual and other periodic filings with Federal and state tax and regulatory authorities and presentation of data on properties and negotiations with prospective lessees and/or purchasers.
None of the officers or directors are paid any fees for attending board of directors meetings. However, all of the officers and directors are reimbursed for any out-of-pocket expenses incurred in connection with the Company's business including travel expenses.
The Company has no retirement, pension or profit-sharing programs. However, the Company, at its discretion, may adopt one or more of such programs or may adopt health insurance or term life insurance at some time in the future.
Other than as set forth above, no director or officer of the Company, or any 5% or more security holder or any relative or spouse of any of the foregoing persons, has had any material transactions since the beginning of the Company's last fiscal year or has any presently proposed material transactions with the Company.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Set forth below is certain information as of April 30, 2003, concerning the beneficial ownership of the Company's common stock by those persons known to the Company to be the beneficial owner of more than five percent of the common stock, by its directors and by its officers and directors as a group:
Name, Address of Beneficial Owner/ Number Type of % of Title of Class Number of Persons of Shares Ownership Class - -------------- ----------------- --------- --------- ----- Common Stock Lewis W. Watson 3,233,000 Direct(1) 23.6% $.01 par value P. O. Box 51600 Sparks, NV 89435
Common Stock Maurice O. Reiber 1,250,000 Direct(1) 9.1% $.01 par value 5051 W. Geddes Cir. Littleton, CO 80123
Common Stock Gerald G. Reiber 1,250,000 Direct(1) 9.1% $.01 par value 1860 24th Ave. Greeley, CO 80631
Common Stock Thomas C. Pool 108,000 Direct(1) .8% $.01 par value 2024 Golden Vue Dr. Golden, CO 80401
Common Stock All officers and $.01 par value directors as a group (five persons) 5,841,000 42.6%
(1) Includes shares over which the named individual exercises sole voting and investment powers.
The Company knows of no arrangements, including any pledge of securities, which might at a subsequent date result in a change of control of the Company. However, in the event of a purchase of control by other persons, or a merger, the shareholders and management listed above would no longer own the percentages set forth above, and shareholders would then be subject to decisions by the new control parties.
Item 13.
Item 13. Certain Relationships and Related Transactions. The information required by this item is contained in Item 11 above.
Item 14.
Item 14. Controls and Procedures
	The registrant's principal executive officer and principal financial officer (the same individual) have concluded that the registrant's disclosure controls and procedures as of April 30, 2003, are adequate for the level of activity carried on by the registrant. There have been no significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.
	The "CERTIFICATION" appended hereto as required by SEC Release No. 33-8124 is in the form "exactly as specified" in that Release. However, the reader of this Form 10-K is cautioned that the registrant has no other certifying officer(s), no consolidated subsidiaries, no unconsolidated subsidiaries, and no audit committee (although the Board of Directors as a whole would fulfill this function on an as needed basis). Additionally, the financial statements for the year ended April 30, 2003, are unaudited and no inference to the contrary should be drawn from the specified language in the "CERTIFICATION".
Part IV ------- Item 15
Item 15 Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) (1) Financial Statements The following financial statements of the Company are included in Part II, Item 8 of this Report: Financial Statements for the Years Ended April 30, 2003 (unaudited), 2002, and 2001: Balance Sheets Statements of Operations and Accumulated Deficit Statements of Cash Flows Notes to Financial Statements
(2) Exhibits The following exhibits are filed herewith pursuant to Item 601 of Regulation S-K or are incorporated by reference to previous filings: Exhibit Table No. Document Reference - --------- -------- --------- ( 3) Articles of Incorporation and Bylaws (1) ( 4) Instruments defining the rights of security holders, including indentures None ( 9) Voting Trust Agreement None (10) Material Contracts None (11) Stmt re: Computation of per share earnings (2) (12) Statement re: Computation of ratios None (13) Annual Report to security holders, Form 10-Q or quarterly report to security holders None (16) Letter re: Change in certifying accountants None (18) Letter re: Changes in accounting principles None (21) Subsidiaries of the Registrant None (22) Published report regarding matters submitted to vote of security holders None (23) Consents of experts and counsel None (24) Power of Attorney None (99) Additional exhibits None (1) Filed with Registration Statement No. 2-69700 (under the Securities Act of 1933) as Exhibits 3.1 and 3.2, respectively and incorporated herein by reference. (2) Not required since information is ascertainable from financial statements. (b) No reports on Form 8-K were filed by the Company during the three months ended April 30, 2003.
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INTERMOUNTAIN RESOURCES, INC.
July 2, 2003 By/s/ L. W. Watson L. W. Watson, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of Intermountain Resources, Inc. and in the capacities and on the dates indicated.
July 2, 2003 /s/ L. W. Watson L. W. Watson, President and Director (Principal Executive Officer, Principal Financial and Accounting Officer)
July , 2003 /s/ Thomas C. Pool Thomas C. Pool, Director
July 2, 2003 /s/ Maurice O. Reiber Maurice O. Reiber, Director
July 1, 2003 /s/ Gerald G. Reiber Gerald G. Reiber, Director
CERTIFICATION
I, L. W. Watson, certify that:
1. I have reviewed this annual report on Form 10-K of Intermountain Resources, Inc.;
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements and other financial information included in this annual 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 annual 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 insure 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 annual 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 annual report (the "Evaluation Date"); and
c) presented in this annual 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 function):
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 annual 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 our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: July 2, 2003 /s/L. W. Watson