General

The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion and analysis should be read in conjunction with the consolidated financial statements contained in the latest Annual Report on Form 10-K dated October 31, 2008.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Statements contained in this Quarterly Report on Form 10-Q include "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular and without limitation, statements contained herein under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations." Forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause the Company's actual results, performance and achievements, whether expressed or implied by such forward-looking statements, not to occur or be realized. Such forward-looking statements generally are based upon the Company's best estimates of future results, performance or achievement, based upon current conditions and the most recent results of operations. Forward-looking statements may be identified by the use of forward-looking terminology such as "may," "will," "expect," "believe," "estimate," "project," "anticipate," "continue" or similar terms, variations of those terms or the negative of those terms.

You should carefully consider such risks, uncertainties and other information, disclosures and discussions which contain cautionary statements identifying important factors that could cause actual results to differ materially from those provided in the forward-looking statements. Readers should carefully review the risk factors and any other cautionary statements contained in the Company's Annual Report on Form 10-K and other public filings, as well as the risks and uncertainties described below. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:

o an inability to complete the Merger, as set forth in "Recapitalization and Reincorporation in Delaware Merger" or obtain its intended benefits;

o an inability to complete exploration activities, prove reserves of mineral resources in commercial quantities, extract such mineral resources in a cost-effective and timely manner, and sell such mineral resources on commercially attractive terms;
o a lack of managerial control over our projects;
o an inability to attract and retain management and qualified employees;
o a lack of liquidity and capital resources;
o an inability to obtain additional financings on favorable terms;
o an inability to meet our financial commitments under existing exploration agreements;
o fluctuations or declines in commodity prices and, in particular, in prices of nickel;
o land title disputes;
o an introduction, withdrawal and timing of new business initiatives and strategies;
o changes in political, economic and industry conditions, the interest rate environment, and the financial and capital markets, in either Australia or the United States;
o the impact of increased competition;
o the impact of future acquisitions or divestitures;
o unfavorable resolution of legal proceedings;
o the impact, extent and timing of technological changes and the adequacy of intellectual property protection;
o the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government agencies;
o terrorist activities and international hostilities; and changes to tax legislation and our tax position.

Overview

We were incorporated as a corporation under the laws of the State of Wyoming on February 21, 1974 and commenced operations on May 19, 1978. We have been engaged primarily in the acquisition, licensing, development, exploration and operation of properties that we believe may contain mineral resources. We have no proven reserves. Our business focuses on continued search of further mineral resource exploration and production properties in the U.S. and in Australia.

Recapitalization and Reincorporation in Delaware Merger

On October 10, 2007, we entered into an Agreement and Plan of Merger (the "Merger Agreement"), with Rocky Mountain Minerals (DE), Inc., a Delaware corporation ("New Rocky"), our wholly-owned subsidiary. Under the Merger Agreement, (a) holders of our common stock, par value $0.001 per share (other than holders who exercise and perfect their dissenters' rights and the Company itself as a holder of treasury shares) will receive, in consideration for each share of such common stock they own, 0.195 shares of common stock, $0.0001 par value, of New Rocky ("New Rocky's Common Stock") and cash in lieu of any fractional shares, and (b) holders of our preferred stock, par value $0.05 per share (other than holders who exercise and perfect their dissenters' rights and the Company itself as a holder of treasury shares) will receive, in consideration for each share of such stock they own, 0.36535 shares of New Rocky's Common Stock and cash in lieu of any fractional shares (the "Merger").

If the Merger is completed, we will be merged with and into New Rocky, New Rocky will survive the Merger, and we will cease to exist as a separate corporate entity. The Merger will not result in any other change in our business, management, fiscal year, assets, liabilities, or location of our principal facilities.

The main purposes of the Merger are to (a) change our capital structure [to eliminate the preferred stock], and (b) change the state of our incorporation from Wyoming to Delaware. The key intended benefits of the Merger are (a) the fact that the Merger is expected to enhance our ability to undertake financings, without which we will be unable to continue our current business, and (b) the fact that investors are generally more familiar with Delaware law than Wyoming law, and Delaware law affords a greater degree of certainty to investors and corporations.

The consummation of the Merger is subject to (a) our approval as New Rocky's sole shareholder, (b) the approval of our shareholders in accordance with applicable provisions of the Wyoming Business Corporation Act, and (c) any and all consents, permits, authorizations, approvals, and orders deemed, in our sole discretion, to be material to consummation of the Merger, including, without limitation, an authorization of New Rocky's Common Stock for quotation on the Over The Counter Bulletin Board (the "OTCBB"), having been obtained.

A date for completion of the Merger has not yet been determined.

The Merger Agreement may be terminated by our and New Rocky's mutual consent, with no liability on either party's part, except that we will be required to pay all expenses incurred in connection with the Merger, in respect of this Merger Agreement and/or relating thereto.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 of our Annual Report on Form 10-K for the fiscal year ended October 31, 2007.

Business Strategy

Our business strategy to date has been to attempt to identify locations that we believe may contain mineral resources, to secure a relevant tenement and to under- take exploration, primarily through joint ventures with third parties, with the costs of such activities being shared amongst the joint venture participants.

During the last quarter, following advice from our consultants, we withdrew from the Carr Boyd joint venture following an extensive sampling program. In addition, We have also withdrawn from the Australian Nickel Joint Venture and the underlying Falcon bridge project before any substantial expenditure was incurred. We did this as a result of the significant fall in the price of nickel (the object of the exploration program) and in order to conserve our limited cash resources.

Due to our limited cash resources and the state of the world economic order, we are investigating various options as a means to ensure the ongoing survival of the Company in this climate.

We have spent a considerable amount of time and money in preparing the Company for a reorganization of its capital structure, with the object being the merger of the Company into a new entity (new Rocky - Delaware incorporated). While this remains an objective, our pursuit of this reorganization will of necessity be delayed until such time as the Company is in a position to fund this strategy.

Status of Joint Venture Projects

Carr-Boyd Joint Venture

In December 2006, our subsidiary RMMI Australia Pty Ltd ("RMMI Australia") entered into a joint venture heads of agreement with Audax Resources Ltd ("Audax") and Eagle Bay NL ("Eagle Bay"), each an Australian Stock-Exchange listed company, (the "Carr-Boyd Agreement"), in respect of an unincorporated joint venture, referred to in this document as the "Carr-Boyd Joint Venture," for purposes of exploring and, if warranted, developing and mining sulphide hosted nickel in areas covered by two existing exploration licenses in the State of Western Australia, Australia.

Under the Carr-Boyd Agreement, RMMI Australia may contribute AU$1,000,000 (the "Contribution"), to the joint venture expenditure prior to September 30, 2010 (the "Earning Period"), but agreed to spend at least AU$100,000 in the first six months following the execution of the Carr-Boyd Agreement, which has been done.

RMMI Australia also agreed to contribute at least AU$48,000 towards the joint venture expenditure for each permit year, being each consecutive 12 month period from the date on which the exploration permits in respect of the tenements were granted. This contribution has been made for next permit year. If RMMI Australia fails to make the Contribution during the Earning Period, both RMMI Australia and Eagle Bay will be deemed to have withdrawn from the Carr-Boyd Joint Venture, subject to certain exceptions.

Once RMMI Australia has made the Contribution during the Earning Period, RMMI Australia and Eagle Bay will be deemed to have earned the following interests in the Carr-Boyd Joint Venture: (a) 51% by RMMI Australia, and (b) 19% by Eagle Bay. Until the Contribution has been made, RMMI Australia and Eagle Bay have no interest in the Carr-Boyd Joint Venture.

RMMI Australia is the manager of the Carr-Boyd Joint Venture while it is the sole contributor to the expenditure and will have sole authority for determining and carrying out all programs and budgets. Until the receipt of the Contribution, RMMI Australia is required to pay costs in connection with the Carr-Boyd property.

The Company has reported on January 23, 2009 that RMMI Australia has formally withdrawn from the Carr Boyd Joint Venture.

On January 22, 2009, final agreements between all the joint venture participants; RMMI, Audax Resources Limited and Strategic Energy Resources Ltd (formally Eagle Bay Resources N.L) to early termination of the joint venture were agreed to.

The agreement terminating the joint venture required the parties to waive the 12 month notice period for termination by RMMI.

The decision to withdraw from the Carr Boyd Joint Venture was made acting on advice and recommendation from our technical consultant to the effect that there was little value in remaining in the Carr Boyd project. Over a 2-year period the Company carried out a comprehensive ground reconnaissance exploration program over the Carr Boyd property. A large number of samples were taken and submitted for analysis. The RMMI soil data set was integrated with a Western Mining Corporation historical Carr Boyd data sets, and as a result generated two anomalies at Carr Boyd North and Carr Boyd South. None of the areas targeted for sampling provided an outcome of sufficient merit to proceed to the next stage of exploration. The design of the RMMI soil survey over key areas at Carr Boyd was such as to complete a "once only program" (i.e. due to sample and line spacing, any significant anomalies would be walk-up drill targets). While results generated several areas of interest, with key anomalies field inspected, these inspections provided no drill targets. Within the geological terrain of Carr Boyd, only the Carr Boyd nickel sulphide deposits (not within our acreage) is known, despite 40 years of exploration. During the recent past period of high nickel prices the owners have failed to reopen this deposit, potentially indicating that economics even at the higher prices were not attractive. Our consultant concluded that little obvious value remains and recommended that no further work be undertaken.

There were no termination penalties incurred.

Australian Nickel Joint Venture

On December 6, 2006, RMMI Australia and Eagle Bay entered into a joint venture heads of agreement (the "Eagle Bay Agreement") in respect of an unincorporated joint venture (the "Australian Nickel Joint Venture"), for purposes of exploring and, if warranted, developing and mining sulphide hosted nickel in the State of Western Australia, Australia.

The participants in the Australian Nickel Joint Venture will each hold an effective 50% interest in the joint venture. The joint venture is actively searching for suitable nickel areas in the State of Western Australia, Australia. The joint venture has been advised that it has been tentatively successful in its application for an exploration licence in respect of the area known as "Falcon Bridge", to be formally granted once to the participants have complied with the relevant provisions of the Australian "Native (Aboriginal) Title" legislation.

Under the Eagle Bay Agreement, RMMI Australia's failure to meet its cash call obligations in connection with the project's expenditures will result in RMMI Australia incurring interest on the unpaid amounts and may result in its interest in the Eagle Bay Agreement being diluted.

The Company advises that its wholly owned subsidiary, RMMI Australia Pty Ltd ("RMMI"), has formally withdrawn from the Australian Nickel Joint Venture and the underlying Falcon Bridge Joint Venture, a nickel exploration venture in Western Australia.

On March 6, 2009, final agreement between the joint venture participants; RMMI and Strategic Energy Resources Ltd (formally Eagle Bay Resources N.L) to early termination of the joint venture was agreed to.

The agreement terminating the joint venture required our co-venturer to waive the 12 month notice period for termination by RMMI.

The Company's 50% interest in the Falcon Bridge Joint Venture has been acquired by Strategic Energy Resources Ltd for nominal consideration, by way of an acquisition of our subsidiary RMMI Australia.

A decision was taken to withdraw from the Australian Nickel Joint Venture and in particular the Falcon Bridge Joint Venture, before any material expenditure had to be incurred. This decision was made based on the significant reduction in the market price of nickel, and following a change of direction by our joint venturer. The current economic climate and the medium term outlook are regarded as not being conducive to a high risk nickel exploration program.

There were no termination penalties incurred by RMMI.

The Company has disposed of our subsidiary, RMMI.

Mr Mark Muzzin, our President, is a director of Strategic Energy Resources Ltd.

Financial Condition

We have not been profitable or generated significant cash flows from business
operations from inception to date and have no operating revenue. We have funded
our operations through financings, including issuances of stock in satisfaction
or our obligations, with related parties.

The following table sets forth certain relevant measures of our liquidity and
capital resources:

                                        Year ended              Nine months
                                     October 31, 2008          July 31, 2009
                                        (in $000,               (in $000,
                                      except ratios)          except ratios)
                                      --------------          --------------
 Cash and cash equivalents                       5                       1
 Working Capital (deficit)                    (458)                   (394)
 Current Assets                                  5                       1
 Current liabilities                           463                     395
 Ratio of current assets to
 current liabilities                           .01                    .003
 Stockholders' equity (deficit)                 *                        *
 per common share

* Less than $.01 per share.

We have not been profitable to date and have no operating revenue. We incurred Net losses of approximately $177,000 in the year ended October 31, 2008 and $357,000 and $28,000 on the years ended October 31, 2007 and October 31, 2006, respectively and had accumulated losses of approximately $6,569,000 as of October 31, 2008. We currently hold only approximately $1,000 in cash.

On April 30, 2007 we entered into a non-negotiable convertible promissory note, referred to in this document as the Convertible Note, with Great Missenden Holdings Pty Ltd ("Missenden"), an Australian proprietary limited liability company. Ernest Geoffrey Albers, our former director who retired on July 31, 2006, who is our substantial shareholder, is the major shareholder of Missenden.

Pursuant to the Convertible Note, Missenden advanced a total of $300,000 to us. The Convertible Note bears interest at a rate of 9% per annum, and was payable in full on June 30, 2008. This date has been extended by a further year one year, and is now payable in full on June 30, 2010 The Convertible Note is automatically convertible immediately prior to the Merger into such number of shares of our common stock which would result in Missenden owning 1% of New Rocky's Common Stock immediately after the Merger for each $30,000 of outstanding principal under the Convertible Note at the time of the Merger, up to a total of 10%.
Accordingly, it is expected that, immediately prior to the Merger, the Convertible Note will be automatically converted into such number of our common stock which will result in Missenden owning 10% of New Rocky's Common Stock immediately after the Merger. As of the date of this report, we owed Missenden a total of approximately $316,000 plus accrued interest . No payments of principal or interest have been made on the Convertible Note during its term.

Our cash has decreased from $5,000 to $1,000 from October 31, 2008 to July 31, 2009. Our current liabilities decreased from $463,000 to $395,000 from October 31, 2008 to July 31, 2009, due to the reduction of the debt under the Convertible Note.

We had a working capital deficit of $458,000 and a current ratio (a ratio of our current assets to our current liabilities) of 0.01 as of October 31, 2008, compared to a working capital deficit of $394,000 and a current ratio of 0.003 as of July 31, 2009, and due to the decrease in our current assets and our current liabilities as a result of the incurrence of the costs described in "Results of Operations" below.

We expect we will require approximately $40,000 to complete the merger.

Additionally, if shareholders dissenting from the Merger exercise their rights of appraisal, we may be required to pay significant amounts to such shareholders. In the absence of an additional financing or financings, we will not have sufficient funds to pay such amounts in connection with dissenting shareholders' appraisal rights.

The financial requirements described in the preceding paragraphs of this section "--Liquidity and Capital Resources" will have the effect of decreasing our liquidity and exhausting our cash resources within 3 months. We will not be able to meet such requirements without additional financings. We expect that financings totaling at least $20,000 will be required by us in the next 3 months and financings totaling at least an additional $60,000 will be required by us in the next 12 months, to meet our working capital requirements and capital commitments.

To meet our working capital requirements, we or, if the such financing is undertaken following the Merger, New Rocky, may seek to undertake a capital raising from a variety of sources, or a partial or complete sale of our exploration interest or interests. Additionally, we are currently pursuing the sale of eighteen mining claims in relation to our Rochester property.

There is no assurance that a financing or financings will be available to us on attractive terms or at all, particularly, given the fact that there is substantial competition for capital available for investment in the mineral resource exploration industry, and our existing capital structure (which capital structure, we believe, makes a financing prior to the Merger extremely difficult).

We believe that, in the absence of the Merger, our existing capital structure makes financings extremely difficult. In particular, among other things, this is due to the fact that interests of any new equity investors would be subordinated to those of the existing holders of preferred stock, both in the event of a liquidation and, effectively, as to dividends. No dividends could be paid to holders of common stock without the holders of the cumulative preferred stock first receiving cumulative preferred dividends accrued over a number of years. We believe that these circumstances would make an equity investment in us extremely unattractive to potential investors, at least until after the Merger has been consummated.

The lack of proven reserves on our part or the part of our projects also renders fund-raisings, whether before or after the Merger, extremely difficult and their success extremely uncertain.

If we cannot obtain additional financings on favorable terms, our operating results and financial condition will be adversely affected, our current business will likely have to be discontinued, we may be wound-up, and you will likely be unable to recover your investment in us.

Results of Operations

We did not have operating revenue in our 2006, 2007 and 2008 fiscal years. Our net loss in our 2008 fiscal year was $178,000, compared to $357,000 in our 2007 fiscal year and $28,000 in our 2006 fiscal year. The increase in our net loss from our 2006 to our 2007 fiscal year was a result of an increase in the following expenses: legal fees for the preparation of Merger documents, and exploration expenses for the Carr Boyd Joint Venture. In turn, the increases in our exploration expenses were incurred due to the increase in our joint venturing and exploration activities in 2007. The increase in our legal expenses resulted from the fact that we undertook activities in connection with the Merger, the Merger Agreement and the expected related joint proxy statement/prospectus and shareholder vote, in our fiscal 2007 year.

We expect that our costs will decrease substantially in our fiscal year 2009, due to no exploration activity. We will incur ongoing reporting costs, office overheads and general corporate costs until the merger is completed.

We incurred net losses of approximately $33,000 for the nine months ended July 31, 2009, as compared to approximately $155,000 for the nine months ended July 31, 2008, a decrease of 79%, and had accumulated losses of approximately $6,602,000 as of July 31, 2009.

Critical Accounting Policies

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments.

The going concern basis of presentation assumes we will continue in operation throughout fiscal year 2009 and into the foreseeable future and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. Our auditors stipulated in their report dated February 13, 2009, as filed with our Annual Report on Form 10-K for the fiscal year ended October 31, 2008, that they had substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

Undeveloped Mineral Interests and Oil and Gas Properties

The Company utilized the "successful efforts" method of accounting for undeveloped mineral interests and oil and gas properties. Capitalized costs were charged to operations at the time the Company determined that no economic reserves existed. Costs of sampling and retaining undeveloped properties were charged to expense when incurred.

Mineral exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, costs incurred prospectively to develop the property are capitalized as incurred and are amortized using the units of production method over the estimated life of the ore body based on estimated recoverable ounces or pounds in proven and probable reserves.

Proceeds from the sale of undeveloped properties were treated as a recovery of cost. Proceeds in excess of the capitalized cost realized in the sale of any such properties, if any, were to be recognized as gain to the extent of the excess.

Impairment of Long-lived Assets

The Company evaluates the potential impairment of long-lived assets in accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The Company annually reviews the amount of recorded long-lived assets for impairment. If the carrying amount of a long-lived asset is not recoverable from its undiscounted cash flows, the Company will recognize an impairment loss in such period.

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (FASB) issued FAS No. 157, Fair Value Measurements, which establishes a fair value hierarchy to measure assets and liabilities, and expands disclosures about fair value measurements. FAS No. 157 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. This statement is effective for fiscal years beginning after November 15, 2007. The adoption of FAS No. 157 had no effect on our financial statements.

In February 2007, the FASB issued FAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities- including an Amendment of FAS No. 115, which allows an entity to choose to measure certain financial instruments and liabilities at fair value. Subsequent measurements for the financial instruments and liabilities an entity elects to fair value will be recognized in earnings. FAS No. 159 also establishes additional disclosure requirements. FAS No. 159 is effective for fiscal years beginning after November 15, 2007, with early adoption permitted provided that the entity also adopts FAS No. 157. The adoption of FAS No. 159 had no effect on our financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business Combinations" ("SFAS No. 141R"). SFAS No. 141R is a revision to SFAS No. 141 and includes substantial changes to the acquisition method used to account for business combinations (formerly the "purchase accounting" method), including broadening the definition of a business, as well as revisions to accounting . . .