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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
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FORM 20-F Amendment I
(Mark One)
______REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
__X_____ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
§For the fiscal year ended January 31, 2007
§OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to
OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report__________________ For the transition period from to
Commission file number 0-28980
ROYAL STANDARD MINERALS INC.
(Exact name of Registrant as specified in its charter)
(Translation of Registrant's name into English)
CANADA
(Jurisdiction of incorporation or organization)
3258 MOB NECK ROAD HEATHSVILLE, VIRGINIA 22473
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class Name of each exchange on which registered
Securities registered or to be registered pursuant to Section 12(g) of the Act. COMMON SHARES
(Title of Class)
(Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
(Title of Class)
SEC 1852 (05-06) Persons who respond to the collection of information contained in
this form are not required to respond unless the form displays a currently valid OMB control number
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.
78,275,275 Common Shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
______Yes __X___No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934.
__X__Yes ____No Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those sections.
Indicate by check mark whether the registrant (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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
______Yes __X___No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check Below)
Large accelerated filer _____ Accelerated filer _____ Non-accelerated filer __X___
Indicate by check mark which financial statement item the registrant has elected to follow.
___X___ Item 17 _____ Item 18 If this is an annual report, indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
______Yes __X___No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
______Yes _____No
PART I
ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 5
ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE 5
ITEM 3 KEY INFORMATION 5
A. Selected financial data 5
B. Capitalization and indebtedness 6
C. Reasons for the offer and use of proceeds 6
D. Risk factors 6
ITEM 4 INFORMATION ON THE COMPANY 9
A. History and development of the company 9
B. Business overview 9
C. Organizational structure 16
D. Property, plants and equipment 16
ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS 37
A. Operating results 37
B. Liquidity and capital resources 42
C. Research and development, patents and licenses, etc. 45
D. Trend information 45
E. Off balance sheet arrangements 45
F. Tabular disclosures of contractual obligations 45
G. Safe harbor 46
ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 46
A. Directors and senior management 46
B. Compensation 48
C. Board practices 52
D. Employees 56
E. Share ownership 57
ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 57
A. Major shareholders 57
B. Related party transactions 57
C. Interests of experts and counsel 58
ITEM 8 FINANCIAL INFORMATION 58
A. Consolidated statements and other financial information 58
B. Significant changes 59
ITEM 9 THE OFFER AND LISTING 59
A. Offer and listing details 59
B. Plan of distribution 61
C. Markets 61
D. Selling shareholders 61
E. Dilution 61
F. Expenses of the issue 61
ITEM 10 ADDITIONAL INFORMATION 61
A. Share capital 61
B. Memorandum and articles of association 61
C. Material contracts 61
D. Exchange controls 62
E. Taxation 65
F. Dividends and paying agents 65
G. Statement by experts 65
H. Documents on display 66
I. Subsidiary information 66
ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 66
ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 66
PART II
ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 66
ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 66
ITEM 15 CONTROLS AND PROCEDURES 66
ITEM 16 [RESERVED] 67
ITEM 16A AUDIT COMMITTEE FINANCIAL REPORT 67
ITEM 16B CODE OF ETHICS 67
ITEM 16C PRINCIPAL ACCOUNTANT FEES AND SERVICES 67
ITEM 16D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 67
ITEM 16E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 68
PART III
ITEM 17 FINANCIAL STATEMENTS 68
§MANAGEMENT'S DISCUSSION & ANALYSIS 106
ITEM 18 FINANCIAL STATEMENTS 120
ITEM 19 EXHIBITS 120
§
§SIGNATURES 120
§CERTIFICATIONS 121
§CERTIFICATIONS PURSUANT TO SECTION 906 123
PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not Applicable
Item 2. Offer Statistics and Expected Timetable
Not Applicable
Item 3. Key Information
A. Selected financial data.
The table below presents selected statement of operations and balance sheet data for Royal Standard Minerals Inc. as at and for the fiscal years ended January 31, 2007, 2006, 2005, 2004 and 2003. The selected financial data presented herein is prepared in accordance with accounting principles generally accepted in Canada ("Canadian GAAP") and include the accounts of the Company and its wholly-owned subsidiaries, Southeastern Resources Inc., Pinon Exploration Corporation, Standard Energy Inc., and Manhattan Mining Co., all United States Companies.
A summary of the differences between accounting principles generally accepted in Canada ("Canadian GAAP") and those generally accepted in the United States ("US GAAP") which affect the Company is contained in Note 16 of the Consolidated Financial Statements included with this report.
Royal Standard Minerals Inc.
(An Exploration Stage Enterprise)
Consolidated Financial Statement Data
For the Years Ended January 31
(Expressed in US Currency)
§2007 2006 2005 2004 2003
Statement of Operations
§
Revenue $0 $0 $0 $0 $0
Interest Income $391,420 $0 $0 $0 $0
Expenses ($5,441,870) ($1,493,095) ($572,318) ($565,907) ($330,598)
Net loss for the year ($5,431,480) ($1,611,057) ($475,409) ($554,626) ($416,803)
Deficit, beginning of year ($9,463,890) ($7,852,833) ($7,377,424) ($6,822,798) ($6,405,995)
Deficit, end of year ($14,895,370) ($9,463,890) ($7,852,833) ($7,377,424) ($6,822,798)
Loss per common share:
Basic ($0.07) ($0.03) ($0.01) ($0.02) ($0.02)
Diluted ($0.07) ($0.03) ($0.01) ($0.02) ($0.02)
Weighted Average Shares
Outstanding 73,771,233 53,907,094 41,090,912 31,330,379 25,537,033
Balance Sheet Year Ended January 31
§2007 2006 2005 2004 2003
Current Assets $10,438,324 $1,445,200 $541,835 $273,291 $377,753
Exploration Properties $7,788,107 $3,810,519 $2,664,127 $1,253,444 $781,039
Equipment, net $2,056,392 $1,258,994 $37,735 $52,656 $53,688
Total Assets $20,464,590 $6,646,480 $3,237,383 $1,579,.391 $1,212,480
Current Liabilities $202,157 $221,733 $104,087 $106,178 $82,300
Net Assets $20,080,666 $6,292,080 $3,133,296 $1,473,213 $1,130,180
Currency Exchange Rates
Except where otherwise indicated, all dollar figures in this annual report on Form 20-F, including the financial statements, refer to United States currency. The following table sets forth, for the periods indicated, certain exchange rates based on the exchange rates reported by the Federal Reserve Bank of New York as the noon buying rates in New York City for cable transfers in foreign currencies as certified for customs purposes (the "Noon Buying Rate"). Such rates quoted are the number of U.S. dollars per Cdn $1.00 and are the inverse of rates quoted by the Federal Reserve Bank of New York for the number of Canadian dollars per U.S. $1.00.
Year Ended December 31, 2002 2003 2004 2005 2006
High for the period .8532 .7738 .8493 .8689 .9148
Low for the period .7992 .6329 .7196 .7871 .8475
Average rate for the period(1). .8308 .7186 .7716 8253 .8821
Rate at end of period .8358 .7738 .8308 .8577 .8581
(1) Based on the average exchange rates on the last day of each month during the applicable period.
B. Capitalization and indebtedness.
Not Applicable
C. Reasons for the offer and use of proceeds.
Not Applicable
D. Risk factors.
The operations of Royal Standard involve a number of substantial risks and the securities of Royal Standard are highly speculative in nature. The following risk factors should be considered:
Absence of Public Market
Trading of the Common Shares of Royal Standard on the TSX Venture Exchange and OTC Bulletin Board has been sporadic and very limited and no assurance can be given that an active trading market will develop or be sustained. Investment in Royal Standard is, therefore, not suitable for any investors who may have to liquidate their investments on a timely basis and should only be considered by investors who are able to make a long term investment in Royal Standard.
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